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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

     
x
  Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2004 or
 
   
o
  Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from                    to                    

Commission File Number 0-14120

Advanta Corp.

(Exact name of registrant as specified in its charter)
     
Delaware   23-1462070
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

Welsh and McKean Roads, P.O. Box 844, Spring House, PA 19477
(Address of Principal Executive Offices) (Zip Code)

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

Indicate by check mark whether the 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 x  No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes x  No o

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o   No o

     Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

     
Class A   Outstanding at August 2, 2004
Common Stock, $.01 par value   9,606,885 shares
     
Class B   Outstanding at August 2, 2004
Common Stock, $.01 par value   18,152,755 shares

 


Table of Contents

TABLE OF CONTENTS

             
        Page
PART I — FINANCIAL INFORMATION        
  Financial Statements     3  
  Consolidated Balance Sheets (Unaudited)     3  
  Consolidated Income Statements (Unaudited)     4  
  Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)     5-6  
  Consolidated Statements of Cash Flows (Unaudited)     7  
  Notes to Consolidated Financial Statements (Unaudited)     8  
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     26  
  Quantitative and Qualitative Disclosures About Market Risk     47  
  Controls and Procedures     47  
PART II - OTHER INFORMATION        
  Legal Proceedings     47  
  Submission of Matters to a Vote of Security Holders     48  
  Exhibits and Reports on Form 8-K     49  
 AGREEMENT RELATING TO FLEET CREDIT CARD SERVICES, L.P. DATED 5/28/04
 LETTER AGREEMENT DATED JUNE 8, 2004
 RELOCATION AGREEMENT DATED MAY 20, 2004
 LETTER AGREEMENT DATED JUNE 8, 2004
 CONSOLIDATED COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
 CERTIFICATION OF CEO PURSUANT TO SECTION 302
 CERTIFICATION OF CFO PURSUANT TO SECTION 302
 CERTIFICATION OF CEO PURSUANT TO SECTION 906
 CERTIFICATION OF CFO PURSUANT TO SECTION 906

2


Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ADVANTA CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)
                 
    June 30,   December 31,
(In thousands, except share amounts)   2004
  2003
ASSETS
               
Cash
  $ 20,002     $ 26,941  
Federal funds sold
    288,627       258,311  
Restricted interest-bearing deposits
    2,937       77,872  
Investments available for sale
    208,455       222,624  
Receivables, net:
               
Held for sale
    230,085       214,664  
Other
    295,943       291,109  
 
   
 
     
 
 
Total receivables, net
    526,028       505,773  
Accounts receivable from securitizations
    238,862       244,337  
Premises and equipment, net
    19,847       20,414  
Other assets
    179,131       278,703  
Assets of discontinued operations, net
    31,864       63,469  
 
   
 
     
 
 
Total assets
  $ 1,515,753     $ 1,698,444  
 
   
 
     
 
 
LIABILITIES
               
Deposits
  $ 647,104     $ 672,204  
Debt and other borrowings
    291,226       314,817  
Subordinated debt payable to preferred securities trust
    103,093       103,093  
Other liabilities
    107,718       267,123  
 
   
 
     
 
 
Total liabilities
    1,149,141       1,357,237  
 
   
 
     
 
 
Commitments and contingencies
               
STOCKHOLDERS’ EQUITY
               
Class A preferred stock, $1,000 par value:
               
Authorized, issued and outstanding – 1,010 shares in 2004 and 2003
    1,010       1,010  
Class A voting common stock, $.01 par value:
               
Authorized - 200,000,000 shares; issued - 10,041,017 shares in 2004 and 2003
    100       100  
Class B non-voting common stock, $.01 par value:
               
Authorized - 200,000,000 shares; issued - 21,279,431 shares in 2004 and 20,542,097 shares in 2003
    213       206  
Additional paid-in capital
    254,898       245,295  
Deferred compensation
    (12,787 )     (13,242 )
Unearned ESOP shares
    (10,164 )     (10,387 )
Accumulated other comprehensive income (loss)
    (478 )     63  
Retained earnings
    183,295       167,783  
Less: Treasury stock at cost, 434,132 Class A common shares in 2004 and 2003; 3,186,647 Class B common shares in 2004 and 3,197,614 Class B common shares in 2003
    (49,475 )     (49,621 )
 
   
 
     
 
 
Total stockholders’ equity
    366,612       341,207  
 
   
 
     
 
 
Total liabilities and stockholders’ equity
  $ 1,515,753     $ 1,698,444  
 
   
 
     
 
 

See Notes to Consolidated Financial Statements

3


Table of Contents

ADVANTA CORP. AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENTS (Unaudited)
                                 
    Three Months Ended   Six Months Ended
(In thousands, except per share amounts)   June 30,
  June 30,
    2004
  2003
  2004
  2003
Interest income:
                               
Receivables
  $ 19,583     $ 18,914     $ 36,976     $ 36,387  
Investments
    1,375       2,163       2,791       4,089  
Other interest income
    4,276       4,373       8,878       7,965  
 
   
 
     
 
     
 
     
 
 
Total interest income
    25,234       25,450       48,645       48,441  
Interest expense:
                               
Deposits
    4,343       7,419       8,835       13,640  
Debt and other borrowings
    4,213       5,692       8,963       10,742  
Subordinated debt payable to preferred securities trust
    2,290       0       4,579       0  
 
   
 
     
 
     
 
     
 
 
Total interest expense
    10,846       13,111       22,377       24,382  
 
   
 
     
 
     
 
     
 
 
Net interest income
    14,388       12,339       26,268       24,059  
Provision for credit losses
    10,494       9,265       20,005       18,711  
 
   
 
     
 
     
 
     
 
 
Net interest income after provision for credit losses
    3,894       3,074       6,263       5,348  
Noninterest revenues:
                               
Securitization income
    32,627       31,752       65,167       61,362  
Servicing revenues
    12,499       9,873       24,632       19,900  
Other revenues, net
    28,779       24,929       55,533       50,361  
 
   
 
     
 
     
 
     
 
 
Total noninterest revenues
    73,905       66,554       145,332       131,623  
 
   
 
     
 
     
 
     
 
 
Expenses:
                               
Operating expenses
    59,896       57,195       118,090       112,717  
Minority interest in income of consolidated subsidiary
    0       2,220       0       4,440  
 
   
 
     
 
     
 
     
 
 
Total expenses
    59,896       59,415       118,090       117,157  
 
   
 
     
 
     
 
     
 
 
Income before income taxes
    17,903       10,213       33,505       19,814  
Income tax expense
    7,071       3,932       13,234       7,628  
 
   
 
     
 
     
 
     
 
 
Income from continuing operations
    10,832       6,281       20,271       12,186  
Gain (loss), net, on discontinuance of mortgage and leasing businesses, net of tax
    160       (1,968 )     160       (1,968 )
 
   
 
     
 
     
 
     
 
 
Net income
  $ 10,992     $ 4,313     $ 20,431     $ 10,218  
 
   
 
     
 
     
 
     
 
 
Basic income from continuing operations per common share
                               
Class A
  $ 0.42     $ 0.25     $ 0.78     $ 0.47  
Class B
    0.44       0.27       0.83       0.52  
Combined
    0.43       0.26       0.82       0.50  
 
   
 
     
 
     
 
     
 
 
Diluted income from continuing operations per common share
                               
Class A
  $ 0.39     $ 0.24     $ 0.73     $ 0.46  
Class B
    0.40       0.26       0.76       0.51  
Combined
    0.40       0.26       0.75       0.49  
 
   
 
     
 
     
 
     
 
 
Basic net income per common share
                               
Class A
  $ 0.42     $ 0.16     $ 0.79     $ 0.39  
Class B
    0.45       0.19       0.84       0.44  
Combined
    0.44       0.18       0.82       0.42  
 
   
 
     
 
     
 
     
 
 
Diluted net income per common share
                               
Class A
  $ 0.40     $ 0.16     $ 0.74     $ 0.38  
Class B
    0.41       0.18       0.76       0.43  
Combined
    0.41       0.18       0.76       0.41  
 
   
 
     
 
     
 
     
 
 
Basic weighted average common shares outstanding
                               
Class A
    8,794       9,151       8,790       9,168  
Class B
    16,172       14,893       15,891       14,854  
Combined
    24,966       24,044       24,681       24,022  
 
   
 
     
 
     
 
     
 
 
Diluted weighted average common shares outstanding
                               
Class A
    8,794       9,151       8,790       9,168  
Class B
    18,329       15,445       18,046       15,329  
Combined
    27,123       24,596       26,836       24,497  
 
   
 
     
 
     
 
     
 
 

See Notes to Consolidated Financial Statements

4


Table of Contents

ADVANTA CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)
                                         
            Class A           Class B   Additional
    Comprehensive   Preferred   Class A   Common   Paid-In
($ in thousands)   Income (Loss)
  Stock
  Common Stock
  Stock
  Capital
Balance at December 31, 2002
          $ 1,010     $ 100     $ 204     $ 243,910  
 
   
 
     
 
     
 
     
 
     
 
 
Net income
  $ 28,245                                  
Other comprehensive income (loss):
                                       
Change in unrealized appreciation (depreciation) of investments, net of tax benefit (expense) of $66
    (123 )                                
 
   
 
                                 
Comprehensive income
  $ 28,122                                  
 
   
 
                                 
Preferred and common cash dividends declared
                                       
Exercise of stock options
                            3       2,310  
Stock option exchange program stock distribution
                                       
Issuance of restricted stock
                            2       2,150  
Amortization of deferred compensation
                                       
Forfeitures of restricted stock
                            (3 )     (2,976 )
Stock buyback
                                       
ESOP shares committed to be released
                                    (99 )
 
   
 
     
 
     
 
     
 
     
 
 
Balance at December 31, 2003
          $ 1,010     $ 100     $ 206     $ 245,295  
 
   
 
     
 
     
 
     
 
     
 
 
Net income
  $ 20,431                                  
Other comprehensive income (loss):
                                       
Change in unrealized appreciation (depreciation) of investments, net of tax benefit (expense) of $291
    (541 )                                
 
   
 
                                 
Comprehensive income
  $ 19,890                                  
 
   
 
                                 
Preferred and common cash dividends declared
                                       
Exercise of stock options
                            6       5,525  
Modification of stock options
                                    196  
Stock option exchange program stock distribution
                                       
Stock-based nonemployee compensation expense
                                    482  
Issuance of restricted stock
                            3       4,761  
Amortization of deferred compensation
                                       
Forfeitures of restricted stock
                            (2 )     (1,421 )
ESOP shares committed to be released
                                    60  
 
   
 
     
 
     
 
     
 
     
 
 
Balance at June 30, 2004
          $ 1,010     $ 100     $ 213     $ 254,898  
 
   
 
     
 
     
 
     
 
     
 
 

See Notes to Consolidated Financial Statements

5


Table of Contents

                                         
    Deferred   Accumulated                    
    Compensation   Other                   Total
    & Unearned   Comprehensive   Retained   Treasury   Stockholders’
($ in thousands)   ESOP Shares
  Income (Loss)
  Earnings
  Stock
  Equity
Balance at December 31, 2002
  $ (28,668 )   $ 186     $ 147,205     $ (42,634 )   $ 321,313  
 
   
 
     
 
     
 
     
 
     
 
 
Net income
                    28,245               28,245  
Other comprehensive income (loss):
                                       
Change in unrealized appreciation (depreciation) of investments, net of tax benefit (expense) of $66
            (123 )                     (123 )
Comprehensive income
                                       
Preferred and common cash dividends declared
                    (7,667 )             (7,667 )
Exercise of stock options
                                    2,313  
Stock option exchange program stock distribution
                            183       183  
Issuance of restricted stock
    (2,152 )                             0  
Amortization of deferred compensation
    4,105                               4,105  
Forfeitures of restricted stock
    2,643                               (336 )
Stock buyback
                            (7,170 )     (7,170 )
ESOP shares committed to be released
    443                               344  
 
   
 
     
 
     
 
     
 
     
 
 
Balance at December 31, 2003
  $ (23,629 )   $ 63     $ 167,783     $ (49,621 )   $ 341,207  
 
   
 
     
 
     
 
     
 
     
 
 
Net income
                    20,431               20,431  
Other comprehensive income (loss):
                                       
Change in unrealized appreciation (depreciation) of investments, net of tax benefit (expense) of $291
            (541 )                     (541 )
Comprehensive income
                                       
Preferred and common cash dividends declared
                    (4,919 )             (4,919 )
Exercise of stock options
                                    5,531  
Modification of stock options
                                    196  
Stock option exchange program stock distribution
                            146       146  
Stock-based nonemployee compensation expense
                                    482  
Issuance of restricted stock
    (4,764 )                             0  
Amortization of deferred compensation
    4,061                               4,061  
Forfeitures of restricted stock
    1,158                               (265 )
ESOP shares committed to be released
    223                               283  
 
   
 
     
 
     
 
     
 
     
 
 
Balance at June 30, 2004
  $ (22,951 )   $ (478 )   $ 183,295     $ (49,475 )   $ 366,612  
 
   
 
     
 
     
 
     
 
     
 
 

See Notes to Consolidated Financial Statements

6


Table of Contents

ADVANTA CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                 
($ in thousands)   Six Months Ended
    June 30,
    2004
  2003
OPERATING ACTIVITIES – CONTINUING OPERATIONS
               
Net income
  $ 20,431     $ 10,218  
Adjustments to reconcile net income to net cash used in operating activities:
               
(Gain) loss, net, on discontinuance of mortgage and leasing businesses, net of tax
    (160 )     1,968  
Investment securities (gains) losses, net
    (49 )     1,766  
Valuation adjustments on other receivables held for sale
    0       (450 )
Depreciation and amortization
    4,948       4,217  
Stock-based compensation expense
    4,474       1,991  
Provision for credit losses
    20,005       18,711  
Provision for interest and fee losses
    4,539       5,013  
Change in deferred origination costs, net of deferred fees
    4,572       8,546  
Change in receivables held for sale
    (110,782 )     (278,811 )
Proceeds from sale of receivables held for sale
    95,361       299,376  
Change in accounts receivable from securitizations
    5,475       (632,953 )
Change in other assets and other liabilities
    (52,313 )     87,762  
 
   
 
     
 
 
Net cash used in operating activities
    (3,499 )     (472,646 )
 
   
 
     
 
 
INVESTING ACTIVITIES – CONTINUING OPERATIONS
               
Change in federal funds sold and restricted interest-bearing deposits
    44,619       52,924  
Purchase of investments available for sale
    (370,058 )     (314,625 )
Proceeds from sales of investments available for sale
    381,461       246,686  
Proceeds from maturing investments available for sale
    1,983       36,564  
Change in receivables not held for sale
    (33,950 )     (38,078 )
(Purchases) sales of premises and equipment, net
    (3,788 )     2,820  
 
   
 
     
 
 
Net cash provided by (used in) investing activities
    20,267       (13,709 )
 
   
 
     
 
 
FINANCING ACTIVITIES – CONTINUING OPERATIONS
               
Change in demand and savings deposits
    (2,433 )     (3,519 )
Proceeds from issuance of time deposits
    247,040       561,659  
Payments for maturing time deposits
    (272,702 )     (71,629 )
Proceeds from issuance of debt
    13,942       50,621  
Payments on maturity and redemption of debt
    (49,430 )     (50,224 )
Change in other borrowings and cash overdraft
    5,823       0  
Proceeds from exercise of stock options
    5,531       850  
Cash dividends paid
    (4,919 )     (3,919 )
Stock buyback
    0       (4,067 )
 
   
 
     
 
 
Net cash (used in) provided by financing activities
    (57,148 )     479,772  
 
   
 
     
 
 
DISCONTINUED OPERATIONS
               
Net cash provided by operating activities
    33,441       10,109  
Net cash provided by investing activities
    0       26,559  
 
   
 
     
 
 
Net cash provided by discontinued operations
    33,441       36,668  
 
   
 
     
 
 
Net (decrease) increase in cash
    (6,939 )     30,085  
Cash at beginning of period
    26,941       14,834  
 
   
 
     
 
 
Cash at end of period
  $ 20,002     $ 44,919  
 
   
 
     
 
 

See Notes to Consolidated Financial Statements

7


Table of Contents

ADVANTA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS, UNLESS OTHERWISE NOTED)

June 30, 2004
(Unaudited)

In these notes to consolidated financial statements, “Advanta”, “we”, “us”, and “our” refer to Advanta Corp. and its subsidiaries, unless the context otherwise requires.

Note 1) Basis of Presentation

We have prepared the consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission. We have condensed or omitted certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles pursuant to such rules and regulations. In the opinion of management, the statements include all adjustments (which include normal recurring adjustments) required for a fair statement of financial position, results of operations and cash flows for the interim periods presented. These financial statements should be read in conjunction with the financial statements and notes thereto included in our latest annual report on Form 10-K. The results of operations for the interim periods are not necessarily indicative of the results for the full year.

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to the accounting for the allowance for receivable losses, securitization income, business credit card rewards programs, litigation contingencies, income taxes, and discontinued operations.

Certain prior period balances have been reclassified to conform to the current period presentation.

Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure,” defines a fair value based method of accounting for employee stock compensation plans, whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. However, it permits entities to continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by Accounting Principles Board Opinion (“Opinion”) No. 25, “Accounting for Stock Issued to Employees,” whereby compensation cost is the excess, if any, of the quoted market price of the stock at the grant date or other measurement date over the amount an employee must pay to acquire the stock. We have elected to continue with the accounting methodology in Opinion No. 25 and, as a result, have provided pro forma disclosures of compensation expense for options granted to employees under our stock option plans, net of related tax effects, net income and earnings per share, as if the fair value based method of accounting had been applied. Had compensation cost for

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these plans been determined using the fair value method, our compensation expense for stock option plans, net of related tax effects, net income and net income per common share would have changed to the following pro forma amounts:

                                 
    Three Months Ended   Six Months Ended
    June 30,
  June 30,
    2004
  2003
  2004
  2003
Stock-based employee compensation expense for stock option plans, net of related tax effects
                               
As reported
  $ 196     $ 0     $ 196     $ 0  
Pro forma
    763       603       1,209       1,216  
 
   
 
     
 
     
 
     
 
 
Net income
                               
As reported
  $ 10,992     $ 4,313     $ 20,431     $ 10,218  
Pro forma
    10,425       3,710       19,418       9,002  
 
   
 
     
 
     
 
     
 
 
Basic net income per common share
                               
As reported
                               
Class A
  $ 0.42     $ 0.16     $ 0.79     $ 0.39  
Class B
    0.45       0.19       0.84       0.44  
Combined
    0.44       0.18       0.82       0.42  
Pro forma
                               
Class A
  $ 0.40     $ 0.14     $ 0.75     $ 0.34  
Class B
    0.43       0.16       0.80       0.39  
Combined
    0.42       0.15       0.78       0.37  
 
   
 
     
 
     
 
     
 
 
Diluted net income per common share
                               
As reported
                               
Class A
  $ 0.40     $ 0.16     $ 0.74     $ 0.38  
Class B
    0.41       0.18       0.76       0.43  
Combined
    0.41       0.18       0.76       0.41  
Pro forma
                               
Class A
  $ 0.38     $ 0.14     $ 0.70     $ 0.33  
Class B
    0.39       0.16       0.73       0.38  
Combined
    0.39       0.15       0.72       0.36  
 
   
 
     
 
     
 
     
 
 

Note 2) Recently Issued Accounting Standards

In January 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 46, “Consolidation of Variable Interest Entities — An Interpretation of ARB No. 51” (“FIN 46”). This interpretation requires a company to consolidate a variable interest entity if the company has variable interests that give it a majority of the expected losses or a majority of the expected residual returns of the entity. In December 2003, the FASB revised FIN 46 to clarify some of the provisions and incorporate several FASB staff positions related to FIN 46 that were already effective. This interpretation, as revised, did not have a material effect on our financial position or results of operations since qualifying special-purpose entities, as defined in SFAS No. 140, are exempt from the consolidation requirements of FIN 46. However, our adoption of the revised interpretation resulted in the deconsolidation of the subsidiary trust that issued our company-obligated mandatorily redeemable preferred securities (the “trust preferred securities”) effective December 31, 2003. As a result of the deconsolidation of that trust, the consolidated balance sheets include subordinated debt payable to preferred securities trust of $103 million and an equity investment in the trust of $3 million, rather than $100 million of trust preferred securities. Also as a result of the deconsolidation of that trust, the consolidated income statement includes interest expense on subordinated debt payable to preferred securities trust beginning January 1, 2004, as compared to periods through December 31, 2003 that included payments on the trust preferred securities classified as minority interest in income of consolidated subsidiary.

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In June 2003, the FASB issued an exposure draft, “Qualifying Special-Purpose Entities and Isolation of Transferred Assets — An Amendment of FASB Statement No. 140.” The changes and clarifications in the proposed statement would prevent derecognition by transferors that may continue to retain effective control of transferred assets by providing financial support other than a subordinated retained interest or making decisions about beneficial interests. The changes would also help to ensure that variable interest entities will not qualify for the qualifying special-purpose entity exception to FIN 46, as revised, if any party involved is in a position to enhance or protect the value of its own subordinated interest by providing financial support for or making decisions about reissuing beneficial interests. For public entities, this proposed statement would apply prospectively to transfers of assets occurring after the beginning of the first interim period after the issuance of the final statement. In June 2004, the FASB announced plans to issue a revised exposure draft in the fourth quarter of 2004 and a final standard in the second quarter of 2005. Management will evaluate any potential impact of this revised proposed statement when it is available.

In March 2004, the FASB issued an exposure draft, “Share-Based Payment - An Amendment of Statements No. 123 and 95” that addresses the accounting for equity-based compensation arrangements, including employee stock options. Upon implementation of the changes proposed in this statement, entities would no longer be able to account for equity-based compensation using the intrinsic value method under Opinion No. 25. Entities would be required to measure the cost of employee services received in exchange for awards of equity instruments at the grant date of the award using a fair value based method. The comment period for this proposed statement ended on June 30, 2004. For public entities, this proposed statement would apply prospectively for fiscal years beginning after December 15, 2004 as if all equity-based compensation awards granted, modified or settled after December 15, 1994 had been accounted for using a fair value based method of accounting. Management is currently evaluating the potential impact of the proposed statement.

Note 3) Restricted Interest-Bearing Deposits and Investments Available For Sale

At December 31, 2003, restricted interest-bearing deposits included amounts held in escrow in connection with our litigation with Fleet Financial Group, Inc. (“Fleet”) of $74.2 million. On February 2, 2004, the court issued its final judgment and order in the Delaware Chancery Court litigation with Fleet. In early February 2004, the escrow agent released $63.8 million from the escrow account to Fleet in satisfaction of all amounts due to Fleet in connection with this litigation and the $10.5 million of funds remaining in the escrow account were released and transferred from the restricted escrow account to an unrestricted cash account. See Note 8 for further discussion of this litigation.

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Investments available for sale consisted of the following:

                                 
    June 30, 2004
  December 31, 2003
    Amortized   Fair   Amortized   Fair
    Cost
  Value
  Cost
  Value
U.S. Treasury & other U.S. Government securities
  $ 80,179     $ 79,582     $ 28,593     $ 28,544  
State and municipal securities
    2,361       2,396       1,946       2,014  
Mortgage-backed securities
    4,538       4,497       4,954       4,996  
Corporate bonds
    9,473       9,407       0       0  
Equity securities(1)
    19,894       19,828       20,018       20,053  
Money market funds(2)
    92,632       92,632       166,875       166,875  
Other
    113       113       142       142  
 
   
 
     
 
     
 
     
 
 
Total investments available for sale
  $ 209,190     $ 208,455     $ 222,528     $ 222,624  
 
   
 
     
 
     
 
     
 
 

(1)   Includes venture capital investments of $9.5 million at June 30, 2004 and December 31, 2003. The amount shown as amortized cost represents fair value for these investments.
 
(2)   As of June 30, 2004, money market funds include investments in the Reserve Primary Money Market Fund of $48.1 million and the Barclays Global Investors Prime Money Market Fund of $34.1 million. As of December 31, 2003, money market funds include an investment in the Merrill Lynch Premier Institutional Money Market Fund of $163.8 million.

Note 4) Receivables

Receivables on the balance sheet, including those held for sale, consisted of the following:

                 
    June 30,   December 31,
    2004
  2003
Business credit card receivables
  $ 549,862     $ 518,040  
Other receivables
    10,858       16,976  
 
   
 
     
 
 
Gross receivables
    560,720       535,016  
 
   
 
     
 
 
Add: Deferred origination costs, net of deferred fees
    14,639       19,211  
Less: Allowance for receivable losses
               
Business credit cards
    (47,981 )     (47,041 )
Other receivables
    (1,350 )     (1,413 )
 
   
 
     
 
 
Total allowance for receivable losses
    (49,331 )     (48,454 )
 
   
 
     
 
 
Receivables, net
  $ 526,028     $ 505,773  
 
   
 
     
 
 

In June 2001, Advanta Corp. provided a mortgage financing loan and a revolving home equity line of credit to an executive officer as part of a relocation agreement. Upon the termination of the executive officer’s employment in February 2004, a repayment event under the terms of the agreement occurred. The former executive officer sold the property in May 2004 and used the net proceeds from the sale to satisfy his loan obligations in accordance with the terms of the relocation agreement. The outstanding balances on these loans were included in other receivables and were $474 thousand at December 31, 2003. We recognized $91 thousand of compensation expense in the second quarter of 2004 related to loan forgiveness, based on the net proceeds from the sale of the property.

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Note 5) Allowance for Receivable Losses

The following table presents activity in the allowance for receivable losses for the periods presented:

                 
    Six Months Ended
    June 30,
    2004
  2003
Beginning balance
  $ 48,454     $ 46,159  
Provision for credit losses
    20,005       18,711  
Provision for interest and fee losses
    4,539       5,013  
Gross principal charge-offs:
               
Business credit cards
    (20,169 )     (19,442 )
Other receivables
    (3 )     (28 )
 
   
 
     
 
 
Total gross principal charge-offs
    (20,172 )     (19,470 )
 
   
 
     
 
 
Principal recoveries:
               
Business credit cards
    1,402       1,479  
Other receivables
    4       0  
 
   
 
     
 
 
Total principal recoveries
    1,406       1,479  
 
   
 
     
 
 
Net principal charge-offs
    (18,766 )     (17,991 )
 
   
 
     
 
 
Interest and fee charge-offs:
               
Business credit cards
    (4,901 )     (4,566 )
 
   
 
     
 
 
Ending balance
  $ 49,331     $ 47,326  
 
   
 
     
 
 

Note 6) Securitization Activities

Accounts receivable from securitizations consisted of the following:

                 
    June 30,   December 31,
    2004
  2003
Retained interests in business credit card securitizations
  $ 149,998     $ 149,998  
Accrued interest and fees on securitized business credit card receivables, net(1)
    53,016       58,178  
Amounts due from the trust
    35,848       36,161  
 
   
 
     
 
 
Total accounts receivable from securitizations
  $ 238,862     $ 244,337  
 
   
 
     
 
 

(1)   Reduced by an estimate for uncollectible interest and fees of $10.8 million at June 30, 2004 and $12.6 million at December 31, 2003.

The following represents business credit card securitization data and the key assumptions used in estimating the fair value of retained interests in securitizations at the time of each new securitization or replenishment if quoted market prices were not available.

                                 
    Three Months Ended
  Six Months Ended
    June 30,   June 30,   June 30,   June 30,
    2004
  2003
  2004
  2003
Average securitized receivables
  $ 2,532,885     $ 2,290,671     $ 2,524,208     $ 2,231,572  
Securitization income
    32,627       31,752       65,167       61,362  
Discount accretion
    4,276       4,373       8,878       7,965  
Interchange income
    28,801       23,521       54,745       43,925  
Servicing revenues
    12,499       9,873       24,632       19,900  
Proceeds from new securitizations
    0       226,851       90,000       299,376  
Proceeds from collections reinvested in revolving-period securitizations
    1,633,689       710,553       3,257,245       1,768,945  
Cash flows received on retained interests
    68,208       84,702       134,890       133,002  
 
   
 
     
 
     
 
     
 
 

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    Three Months Ended
  Six Months Ended
    June 30,   June 30,   June 30,   June 30,
    2004
  2003
  2004
  2003
Key assumptions:
                               
Discount rate
    10.98% - 13.13 %     12.14% - 14.56 %     10.98% - 14.33 %     11.44% - 14.56 %
Monthly payment rate
    20.63% - 22.25 %     18.79% - 21.00 %     20.63% - 22.25 %     18.79% - 21.00 %
Loss rate
    6.70% - 8.20 %     8.55% - 9.68 %     6.70% - 8.47 %     8.55% - 10.29 %
Interest yield, net of interest earned by noteholders
    12.36% - 13.47 %     14.26% - 14.95 %     12.36% - 13.84 %     14.26% - 14.95 %
 
   
 
     
 
     
 
     
 
 

There were no purchases of delinquent accounts from the securitization trust during the three or six months ended June 30, 2004 or 2003.

The following assumptions were used in estimating the fair value of retained interests in business credit card securitizations as of June 30, 2004 and December 31, 2003. The assumptions listed represent weighted averages of assumptions used for each securitization.

                 
    June 30,   December 31,
    2004
  2003
Discount rate
    11.15% - 13.13 %     12.44% - 14.33 %
Monthly payment rate
    20.67% - 22.25 %     20.80% - 22.25 %
Loss rate
    6.70% - 7.37 %     7.70% - 8.47 %
Interest yield, net of interest earned by noteholders
    12.36 %     13.84 %
 
   
 
     
 
 

In addition to the assumptions identified above, management also considered qualitative factors, such as the impact of the current economic environment on the performance of the business credit card receivables sold and the potential volatility of the current market for similar instruments, in assessing the fair value of retained interests in business credit card securitizations.

We have prepared sensitivity analyses of the valuations of retained interests in securitizations estimated using the assumptions identified above. The sensitivity analyses show the hypothetical effect on the fair value of those assets of two unfavorable variations from the expected levels for each key assumption, independently from any change in another key assumption. Set forth below are the results of those sensitivity analyses on the valuation as of June 30, 2004.

         
Effect on fair value of the following hypothetical changes in key assumptions:
       
Discount rate increased by 2%
  $ (2,256 )
Discount rate increased by 4%
    (4,444 )
Monthly payment rate at 110% of base assumption
    (1,618 )
Monthly payment rate at 125% of base assumption
    (3,647 )
Loss rate at 110% of base assumption
    (4,075 )
Loss rate at 125% of base assumption
    (10,188 )
Interest yield, net of interest earned by noteholders, decreased by 1%
    (6,082 )
Interest yield, net of interest earned by noteholders, decreased by 2%
    (12,164 )

The objective of these hypothetical analyses is to measure the sensitivity of the fair value of the retained interests to changes in assumptions. The methodology used to calculate the fair value in the analyses is a discounted cash flow analysis, the same methodology used to estimate the fair value of the retained interests when quoted market prices are not available at each reporting date. These estimates do not factor in the impact of simultaneous changes in other key

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assumptions. The above scenarios do not reflect management’s expectation regarding the future direction of these rates, and they depict only certain possibilities out of a large set of possible scenarios.

Managed receivable data

Our managed business credit card receivable portfolio is comprised of both owned and securitized business credit card receivables. Performance on a managed receivable portfolio basis is useful and relevant because we retain interests in the securitized receivables and, therefore, we have a financial interest in and exposure to the performance of the securitized receivables. Credit quality data on the managed business credit card receivable portfolio was as follows:

                         
    June 30,   December 31,   June 30,
    2004
  2003
  2003
Owned business credit card receivables
  $ 549,862     $ 518,040     $ 442,769  
Securitized business credit card receivables
    2,546,777       2,463,747       2,365,176  
 
   
 
     
 
     
 
 
Total managed receivables
    3,096,639       2,981,787       2,807,945  
 
   
 
     
 
     
 
 
Receivables 30 days or more delinquent:
                       
Owned
    25,493       25,301       25,839  
Securitized
    123,123       148,177       150,380  
Total managed
    148,616       173,478       176,219  
Receivables 90 days or more delinquent:
                       
Owned
    13,309       12,696       13,184  
Securitized
    63,980       74,762       76,459  
Total managed
    77,289       87,458       89,643  
Nonaccrual receivables:
                       
Owned
    10,081       7,866       7,091  
Securitized
    48,966       47,381       42,162  
Total managed
    59,047       55,247       49,253  
Accruing receivables past due 90 days or more:
                       
Owned
    11,677       11,320       11,741  
Securitized
    56,111       66,376       67,804  
Total managed
    67,788       77,696       79,545  
Net principal charge-offs for the year-to-date period ended June 30 and December 31:
                       
Owned
    18,767       43,670       17,963  
Securitized
    90,827       179,538       92,060  
Total managed
    109,594       223,208       110,023  
 
   
 
     
 
     
 
 

Note 7) Selected Balance Sheet Information

Other assets consisted of the following:

                 
    June 30,   December 31,
    2004
  2003
Deferred income taxes
  $ 69,969     $ 82,175  
Investment in Fleet Credit Card Services, L.P.
    32,453       35,988  
Cash surrender value of insurance contracts
    20,419       21,792  
Intangible assets
    3,875       4,295  
Investment in preferred securities trust
    3,093       3,093  
Amounts due from transfer of consumer credit card business
    0       70,545  
Other assets
    49,322       60,815  
 
   
 
     
 
 
Total other assets
  $ 179,131     $ 278,703  
 
   
 
     
 
 

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Other liabilities consisted of the following:

                 
    June 30,   December 31,
    2004
  2003
Accounts payable and accrued expenses
  $ 31,916     $ 28,458  
Business credit card rewards
    19,431       24,785  
Current income taxes
    12,936       13,449  
Accrued interest payable
    9,783       4,008  
Amounts due to the securitization trust
    3,664       4,021  
Other(1)
    29,988       192,402  
 
   
 
     
 
 
Total other liabilities
  $ 107,718     $ 267,123  
 
   
 
     
 
 

(1)   A substantial portion of other liabilities at December 31, 2003 represented our litigation reserves.

In February 2004, the court issued its final judgment and order in the Delaware Chancery Court litigation with Fleet, and a payment was made to Fleet in satisfaction of all amounts due in connection with this litigation. In accordance with the court’s February 2004 order, the payment to Fleet was net of amounts due to Advanta from Fleet. As a result of the court’s order and payment to Fleet in February 2004, there was a decrease in other assets and other liabilities as of the payment date. There was no impact to the results of our operations since, based on the final judgment and order, our reserves at December 31, 2003 were adequate. In March 2004, we filed a notice of appeal to commence the appeals process related to this final judgment and order. On May 28, 2004, we reached an agreement with Bank of America Corp. (“Bank of America”) to resolve all outstanding litigation, including partnership tax disputes, between Advanta and FleetBoston Financial Corporation, which was recently acquired by Bank of America. See Note 8. In connection with the anticipated combination of Bank of America’s and Fleet’s consumer credit card businesses and the May 28, 2004 agreement, our partnership interest in Fleet Credit Card Services, L.P. would represent an interest in the combined business. Subsequent to the date of the agreement, we have accounted for our investment in the partnership interest in Fleet Credit Card Services, L.P. using the cost method.

Eligible cardholders earn cash back rewards or business rewards based on net purchases charged on their business credit card accounts. The costs of future reward redemptions are estimated and a liability is recorded at the time cash back rewards or business rewards are earned by the cardholder. In each reporting period, we adjust our estimate of the percentage of earned rewards that will ultimately be redeemed by cardholders and the cost of rewards based on our experience with each program. In the three months ended June 30, 2004, we expanded our business rewards program to include offers of gift certificates and merchandise, in addition to our traditional travel awards. We anticipate that the expanded program will have the effect of increasing the volume of future reward redemptions while decreasing the associated costs per redemption. In the first quarter of 2003, we changed the redemption terms of certain business reward programs resulting in a decrease in the anticipated costs of future reward redemptions. The impact of the changes in the estimated percentage of earned rewards that will ultimately be redeemed by cardholders and other changes in anticipated costs of future period reward redemptions for these programs in the three and six months ended June 30, 2004 and 2003 was as follows:

                                 
    Three Months   Six Months
    Ended June 30,
  Ended June 30,
    2004
  2003
  2004
  2003
Increase (decrease) in other revenues
  $ (900 )   $ (70 )   $ (1,400 )   $ 1,200  
Increase (decrease) in net income
    (545 )     (40 )     (850 )     740  
Amount per combined diluted share
  $ (0.02 )   $ 0.00     $ (0.03 )   $ 0.03  
 
   
 
     
 
     
 
     
 
 

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Note 8) Commitments and Contingencies

On May 28, 2004, Advanta Corp. and certain of its subsidiaries and Bank of America signed an agreement to resolve all outstanding litigation, including partnership tax disputes, between Advanta and Fleet, which was recently acquired by Bank of America, relating to the transfer of our consumer credit card business to Fleet Credit Card Services, L.P. (the “Consumer Credit Card Transaction”) in 1998. The agreement is subject to the Internal Revenue Service’s (“IRS”) final approval of the settlement of the tax disputes, which the IRS is expected to approve. Under the agreement, Bank of America will pay Advanta $63.8 million in cash which represents a return of the payments made to Fleet in the Delaware state court litigation in February 2004, as described below. That payment will be made following IRS approval of the settlement of the tax disputes. At that time, Advanta and Fleet will dismiss all outstanding litigation. Advanta and Bank of America have agreed to resolve the tax disputes between Advanta and Fleet by allocating approximately $125 million of the disputed $508 million of partnership deductions to Advanta and by Advanta recognizing for tax purposes approximately $600 thousand of the disputed $47 million partnership taxable gain. As a result of the agreement, Advanta expects to record a net after-tax gain from the settlement of the litigation of approximately $61 million in the quarter that the IRS approval is received. The disputes involving Fleet that are described below would all be resolved under the agreement with Bank of America if IRS approval of the settlement of the tax disputes is obtained.

On January 22, 1999, Fleet and certain of its affiliates filed a lawsuit against Advanta Corp. and certain of its subsidiaries in Delaware Chancery Court. Fleet’s allegations, which we denied, centered around Fleet’s assertions that we failed to complete certain post-closing adjustments to the value of the assets and liabilities we contributed to Fleet Credit Card Services, L.P. in connection with the Consumer Credit Card Transaction. We filed an answer to the complaint, and we also filed a countercomplaint against Fleet for damages we believe have been caused by certain actions of Fleet. As a result of related litigation with Fleet, $70.1 million of our reserves in connection with this litigation were funded in an interest-bearing escrow account in February 2001. On January 22, 2003, the trial court issued a ruling on all but one of the remaining issues, and ordered further briefing on the remaining outstanding issue. Effective December 31, 2002, we recognized a $43.0 million pretax loss on the transfer of our consumer credit card business, representing the estimated impact of implementing the court’s January 2003 decisions. This amount represented the amount in excess of the reserves we had been carrying for the litigation, which was based on our expectations of the outcome of the litigation. On November 7, 2003, the court ruled on the remaining outstanding issue, the method for calculating the interest to be awarded, and ordered the parties to submit revised calculations in accordance with this ruling before it issued a judgment. On February 2, 2004, the court issued its final judgment and order. In early February 2004, the escrow agent released $63.8 million from the escrow account to Fleet in satisfaction of all amounts due to Fleet in connection with this litigation and the $10.5 million of funds remaining in the escrow account were released and transferred from the restricted escrow account to an unrestricted cash account. At December 31, 2003, the escrow account was included in restricted interest-bearing deposits on the consolidated balance sheet. There was no impact to the results of our operations since, based on the final judgment and order, our reserves at December 31, 2003 were adequate. On March 1, 2004, we filed a notice of appeal to commence the appeals process relating to orders made by the Delaware Chancery Court during the litigation, and on April 15, 2004, we filed an opening brief with the Supreme Court of Delaware setting forth the basis for our appeal. Fleet filed its answering brief with the Supreme Court of Delaware on May 17, 2004, and we filed our reply brief on June 1, 2004.

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Pursuant to the May 28, 2004 agreement between Advanta and Bank of America described above, Advanta and Fleet filed a joint motion with the Delaware Supreme Court to stay the appeal and on June 28, 2004 the court granted the motion and stayed the appeal, pending fulfillment of all conditions of the agreement.

In an ongoing element of Fleet’s disputes with us, Fleet has claimed $508 million of tax deductions from its partnership with us in connection with the Consumer Credit Card Transaction, which are required under the law to be allocated solely to Advanta. As required, we reported these deductions on our 1998 corporate tax return. However, we have not used or booked the benefit from most of these deductions because for tax purposes we have a very substantial net operating loss carryforward. We have $482 million of net operating loss carryforwards from all sources at June 30, 2004, and have booked no benefit from approximately $400 million of these net operating loss carryforwards. If the deductions are ultimately allocated as claimed by Fleet, the impact on our equity at June 30, 2004 would be a decrease of approximately $35 million. The deductions are attributable to deductions for bad debt reserves that we expensed in computing our book income or loss before the Consumer Credit Card Transaction, but which were not deductible by Advanta for tax purposes until after the closing of the transaction in 1998. The tax law requires “built in losses” like these to be deducted by the party who contributed the assets to the partnership, in this case, Advanta. The Internal Revenue Service agents who have examined the returns at issue have to ensure that both parties do not obtain the deductions and therefore, following standard practice, proposed to disallow the deductions to both parties until there is a final resolution. The deductions, as well as the allocation of a gain from the sale of a partnership asset of approximately $47 million, were before the IRS Regional Office of Appeals. If the conditions of the May 28, 2004 agreement between Advanta and Bank of America are fulfilled, this matter would also be resolved in accordance with the terms of the agreement.

On January 15, 2003, Fleet filed a complaint in Rhode Island Superior Court seeking a declaratory judgment that we indemnify Fleet under the applicable partnership agreement for any damage Fleet incurs by not being entitled to the $508 million of tax deductions. Fleet is also seeking a declaratory judgment that it should not indemnify us for any damages that we incur due to any allocation to Advanta of the $47 million gain on the sale of a partnership asset. On February 28, 2003, we filed a motion to dismiss the complaint. On August 13, 2003, the court denied the motion to dismiss on procedural grounds. We answered the complaint and filed a counterclaim against Fleet on September 19, 2003. The discovery phase of the case has concluded. We believe that the indemnification provision in the partnership agreement does not indemnify Fleet for damages incurred related to the tax deductions and that the lawsuit is frivolous, having no legal basis whatsoever and therefore, we do not have any reserves for this litigation. If the conditions of the May 28, 2004 agreement between Advanta and Bank of America are fulfilled, this matter would also be resolved in accordance with the terms of the agreement.

Although the IRS is expected to approve the settlement of the tax disputes, in the event the settlement is not consummated, management does not expect the lawsuits or the tax disputes with Fleet, described above, to have a material adverse effect on our financial condition or results of operations.

On July 26, 2001, Chase Manhattan Mortgage Corporation (“Chase”) filed a complaint against Advanta Corp. and certain of its subsidiaries in the United States District Court for the District of Delaware alleging, among other things, that we breached our contract with Chase in connection with the Mortgage Transaction. Chase claims that we misled Chase concerning the value of certain of the assets sold to Chase and claims damages of approximately $70 million. In September 2001, we filed an answer to the complaint in which we denied all of the substantive allegations of

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the complaint and asserted a counterclaim against Chase for breach of contract relating to funds owed by Chase to us in connection with the transaction. The trial was originally scheduled to begin in January 2004. In the second quarter of 2003, the parties extended the discovery period and the court delayed the scheduled trial date to April 2004. In September 2003, we filed a motion for summary judgment with the court with respect to all claims raised in Chase’s complaint and Chase filed a motion for partial summary judgment with respect to certain of its claims. On March 4, 2004, the court denied both parties’ motions for summary judgment. On April 26, 2004, a non-jury trial commenced; at trial, Chase asserted damages totaling approximately $88 million. The trial concluded on May 26, 2004, and the court has ordered the parties to make certain post-trial filings with the court. Post-trial filings were filed on July 30, 2004 and additional filings are expected to be made on September 17, 2004. We believe that the lawsuit is without merit and will vigorously defend Advanta in this litigation and therefore, we do not have any reserves for future judgments or rulings in this litigation. However, since this litigation relates to a discontinued operation, we have established reserves for estimated future litigation costs. We do not expect this lawsuit to have any impact on our continuing business and, based on the complete lack of merit, we do not anticipate that the lawsuit will have a material adverse effect on our financial condition or results of operations.

On February 13, 2004, Advanta Corp. filed a Writ of Summons against Chase in Montgomery County, Pennsylvania Court of Common Pleas, which was amended on March 4, 2004; and on March 8, 2004, Advanta Corp. and certain of its subsidiaries filed a Second Amended Writ of Summons and a Complaint against Chase in Montgomery County, Pennsylvania Court of Common Pleas seeking damages of at least $17.7 million. In May 2004, Chase filed an answer to the complaint and asserted a new matter and counterclaims seeking damages of at least $5 million. On August 2, 2004, we filed our reply to Chase’s new matter and counterclaims. On February 23, 2004 and June 4, 2004, Chase filed a complaint and a first amended complaint against us in the United States District Court for the District of Delaware seeking damages of at least $7 million. These filings relate to contractual claims under the purchase and sale agreement governing the Mortgage Transaction and are a continuation of the ongoing dispute associated with the Mortgage Transaction. We do not expect the lawsuit filed by Chase on February 23, 2004, as amended on June 4, 2004, or Chase’s new matter and counterclaims in the action brought by us in the Pennsylvania Court of Common Pleas to have a material adverse effect on our financial condition or results of operations.

Advanta Mortgage Corp. USA (“AMCUSA”) and Advanta Mortgage Conduit Services, Inc. (“AMCSI”), subsidiaries of Advanta Corp., have been involved in arbitration before the American Arbitration Association with Goodrich & Pennington Mortgage Fund, Inc. (“GPMF”), a participant in one of the programs of our former mortgage business. The arbitration process commenced June 28, 2001 in San Francisco, California with GPMF serving a demand for arbitration relating to alleged failure to provide information and documentation under the former mortgage program. On September 5, 2001, AMCUSA and AMCSI filed an answer to the Demand for Arbitration, and from December 2001, have provided information and documentation responsive to the program participant’s requests in the arbitration proceeding. In February and June 2004, GPMF filed additional Statements of Claim, each alleging contractual and other related claims. The amount of damages sought by GPMF is not known because at this time no damage amount has been specified in its pleadings. Discovery in this matter is ongoing and more recently, since June 2004, the parties have filed a number of motions and briefs with the Arbitrator in anticipation of the arbitration hearing which is presently scheduled to commence on November 2, 2004. We do not expect this arbitration to have a material adverse effect on our financial condition or results of operations. However, since this arbitration relates to a

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discontinued operation, we have established reserves for estimated future legal costs.

In addition to the cases described above, Advanta Corp. and its subsidiaries are involved in class action lawsuits, other litigation, claims and legal proceedings arising in the ordinary course of business or discontinued operations, including litigation arising from our operation of the mortgage business prior to our exit from that business in the first quarter of 2001.

Management believes that the aggregate loss, if any, resulting from existing litigation, claims and other legal proceedings will not have a material adverse effect on our financial position or results of our operations based on the level of litigation reserves we have established and our current expectations regarding the ultimate resolutions of these existing actions. We estimate our litigation reserves based on the status of litigation and our assessment of the ultimate resolution of each action after consultation with our attorneys. However, due to the inherent uncertainty in litigation and since the ultimate resolutions of our litigation, claims and other legal proceedings are influenced by factors outside of our control, it is reasonably possible that our estimated liability under these proceedings may change or that actual results will differ from our estimates.

Note 9) Capital Stock

In 2001 and 2002, the Board of Directors of Advanta Corp. authorized management to purchase up to an aggregate 3.0 million shares of Advanta Corp. common stock. In 2003, we repurchased 434 thousand shares of our Class A Common Stock and 315 thousand shares of our Class B Common Stock, which substantially completed our purchases under the authorizations.

Cash dividends per share of common stock declared were as follows:

                                 
    Three Months Ended   Six Months Ended
    June 30,
  June 30,
    2004
  2003
  2004
  2003
Class A Common Stock
  $ 0.095     $ 0.063     $ 0.158     $ 0.126  
Class B Common Stock
    0.113       0.076       0.189       0.151  
 
   
 
     
 
     
 
     
 
 

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Note 10) Segment Information

                                 
    Advanta Business   Venture        
    Cards
  Capital
  Other(1)
  Total
Three months ended June 30, 2004
                               
Interest income
  $ 23,735     $ 0     $ 1,499     $ 25,234  
Interest expense
    8,590       86       2,170       10,846  
Noninterest revenues
    73,115       0       790       73,905  
Pretax income (loss) from continuing operations
    17,998       (95 )     0       17,903  
Total assets at end of period
    780,492       10,518       724,743       1,515,753  
 
   
 
     
 
     
 
     
 
 
Three months ended June 30, 2003
                               
Interest income
  $ 23,007     $ 1     $ 2,442     $ 25,450  
Interest expense
    11,269       135       1,707       13,111  
Noninterest revenues (losses)
    66,283       (1,242 )     1,513       66,554  
Pretax income (loss) from continuing operations
    12,647       (2,434 )     0       10,213  
Total assets at end of period
    1,329,072       12,695       938,709       2,280,476  
 
   
 
     
 
     
 
     
 
 
Six months ended June 30, 2004
                               
Interest income
  $ 45,584     $ 0     $ 3,061     $ 48,645  
Interest expense
    17,713       174       4,490       22,377  
Noninterest revenues
    143,377       32       1,923       145,332  
Pretax income (loss) from continuing operations
    34,663       (1,158 )     0       33,505  
 
   
 
     
 
     
 
     
 
 
Six months ended June 30, 2003
                               
Interest income
  $ 43,761     $ 1     $ 4,679     $ 48,441  
Interest expense
    22,003       275       2,104       24,382  
Noninterest revenues (losses)
    131,232       (1,852 )     2,243       131,623  
Pretax income (loss) from continuing operations
    23,624       (3,810 )     0       19,814  
 
   
 
     
 
     
 
     
 
 

(1)   Other includes investment and other activities not attributable to reportable segments. Total assets in the “Other” segment include assets of discontinued operations.

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Note 11) Income Taxes

Income tax expense (benefit) was as follows:

                                 
    Three Months Ended   Six Months Ended
    June 30,
  June 30,
    2004
  2003
  2004
  2003
Income tax expense (benefit) attributable to:
                               
Continuing operations
  $ 7,071     $ 3,932     $ 13,234     $ 7,628  
Discontinued operations
    105       (1,232 )     105       (1,232 )
 
   
 
     
 
     
 
     
 
 
Total income tax expense
  $ 7,176     $ 2,700     $ 13,339     $ 6,396  
 
   
 
     
 
     
 
     
 
 

Income tax expense (benefit) on income from continuing operations consisted of the following components:

                                 
    Three Months Ended   Six Months Ended
    June 30,
  June 30,
    2004
  2003
  2004
  2003
Current:
                               
Federal
  $ 0     $ (860 )   $ 0     $ 0  
State
    379       31       899       565  
 
   
 
     
 
     
 
     
 
 
Total current
    379       (829 )     899       565  
 
   
 
     
 
     
 
     
 
 
Deferred:
                               
Federal
    6,488       4,710       11,940       7,007  
State
    204       51       395       56  
 
   
 
     
 
     
 
     
 
 
Total deferred
    6,692       4,761       12,335       7,063  
 
   
 
     
 
     
 
     
 
 
Income tax expense attributable to continuing operations
  $ 7,071     $ 3,932     $ 13,234     $ 7,628  
 
   
 
     
 
     
 
     
 
 

The reconciliation of the statutory federal income tax to income tax expense on income from continuing operations is as follows:

                                 
    Three Months Ended   Six Months Ended
    June 30,
  June 30,
    2004
  2003
  2004
  2003
Statutory federal income tax
  $ 6,266     $ 3,575     $ 11,727     $ 6,935  
State income taxes, net of federal income tax benefit
    379       53       841       404  
Nondeductible expenses
    165       158       333       270  
Compensation limitation
    126       49       175       98  
Other
    135       97       158       (79 )
 
   
 
     
 
     
 
     
 
 
Income tax expense attributable to continuing operations
  $ 7,071     $ 3,932     $ 13,234     $ 7,628  
 
   
 
     
 
     
 
     
 
 

Our effective tax rate was 39.5% for the three and six months ended June 30, 2004 and 38.5% for the three and six months ended June 30, 2003. Our effective tax rate increased in 2004 due to higher state income taxes.

We provide deferred taxes to reflect the estimated future tax effects of the differences between the financial statement and tax bases of assets and liabilities and currently enacted tax laws. The net deferred tax asset is comprised of the following:

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    June 30,   December 31,
    2004
  2003
Deferred tax assets
  $ 84,438     $ 107,329  
Deferred tax liabilities
    (14,469 )     (25,154 )
 
   
 
     
 
 
Net deferred tax asset
  $ 69,969     $ 82,175  
 
   
 
     
 
 

A summary of deferred tax assets and liabilities follows:

                 
    June 30,   December 31,
    2004
  2003
Net operating loss carryforwards
  $ 168,601     $ 191,308  
Valuation allowance
    (139,783 )     (139,783 )
Allowance for receivable losses
    17,166       17,759  
Rewards programs
    6,865       8,769  
Deferred origination fees and costs
    (5,459 )     (7,096 )
Deferred compensation
    4,306       4,618  
Capital loss carryforwards
    4,025       2,275  
Securitization income
    (1,818 )     (1,818 )
Other
    16,066       6,143  
 
   
 
     
 
 
Net deferred tax asset
  $ 69,969     $ 82,175  
 
   
 
     
 
 

At June 30, 2004, net operating loss carryforwards were $482 million. The scheduled expirations of these net operating loss carryforwards were as follows at June 30, 2004:

         
Year Ended December 31,
       
2018
  $ 231,480  
2019
    33,437  
2020
    1,427  
2021
    215,374  

We utilized net operating loss carryforwards of $57.8 million in the six months ended June 30, 2004 and $44.0 million in the same period of 2003.

At June 30, 2004, capital loss carryforwards were $11.5 million, of which $6.5 million are scheduled to expire in the year ended December 31, 2007 and $5.0 million are scheduled to expire in the year ended December 31, 2009.

See Note 8 for a discussion of tax matters currently before the Internal Revenue Service Regional Office of Appeals. As more fully described in Note 8, on May 28, 2004, we reached an agreement with Bank of America to resolve all outstanding litigation, including partnership tax disputes, between Advanta and Fleet, which was recently acquired by Bank of America. Advanta and Bank of America have agreed to resolve the tax disputes between Advanta and Fleet by allocating approximately $125 million of the disputed $508 million of partnership deductions to Advanta and by Advanta recognizing for tax purposes approximately $600 thousand of the disputed $47 million partnership taxable gain. The agreement is subject to the IRS’ final approval of the settlement of the tax disputes, which the IRS is expected to approve. The agreement would result in an approximate $134 million reduction in both the net operating loss carryforward and valuation allowance components of our deferred tax asset. Upon receiving the IRS approval, management will evaluate the remaining valuation allowance. In connection with the agreement, Bank of America would pay Advanta $63.8 million in cash which represents a return of the payments made to Fleet in the Delaware state court litigation in February 2004. A substantial portion of this payment will not be taxable since the gain associated with the original transfer of assets to the partnership in the 1998 Consumer Credit Card Transaction was not subject to income tax. After receipt of this payment, the

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cumulative Consumer Credit Card Transaction gain would be approximately $600 million, for which no deferred taxes will have been provided as the transaction structure remains non-taxable under current tax law.

The net deferred tax asset is included in other assets on the consolidated balance sheets.

Note 12) Discontinued Operations

The components of the gain (loss) on discontinuance of our mortgage and leasing businesses for the three and six months ended June 30, 2004 and 2003 were as follows:

                                 
    Three and Six Months Ended
    June 30, 2004
  June 30, 2003
                            Advanta
    Advanta   Advanta   Advanta   Leasing
    Mortgage
  Leasing Services
  Mortgage
  Services
Pretax gain (loss) on discontinuance of mortgage and leasing businesses
  $ (2,770 )   $ 3,035     $ (2,600 )   $ (600 )
Income tax (expense) benefit
    1,094       (1,199 )     1,001       231  
 
   
 
     
 
     
 
     
 
 
Gain (loss) on discontinuance of mortgage and leasing businesses, net of tax
  $ (1,676 )   $ 1,836     $ (1,599 )   $ (369 )
 
   
 
     
 
     
 
     
 
 

In the three months ended June 30, 2004, we recorded a $2.8 million pretax loss on discontinuance of the mortgage business representing an increase in our estimated future costs of mortgage business-related contingent liabilities, due primarily to recent litigation with Chase and disputes related to one of our former mortgage programs.

In the three months ended June 30, 2004, we adjusted our estimate of operating results of the leasing segment over the remaining life of the lease portfolio and recorded a $3.0 million pretax gain on leasing discontinuance. The increase in estimated operating results was principally associated with favorable performance in revenues and an insurance settlement, partially offset by increased operating expenses due to a lengthening of the anticipated timeframe over which we expect to incur certain operating expenses related to the lease portfolio.

In the three months ended June 30, 2003, we recorded a $2.6 million pretax loss on discontinuance of the mortgage business for an increase in our estimated future costs of mortgage business-related contingent liabilities, due primarily to a lengthening of the anticipated timeframe of the resolution for those contingent liabilities, which included an extension of the discovery process and a delay in the scheduled trial date in the original litigation with Chase.

In the three months ended June 30, 2003, we adjusted our estimate of operating results of the leasing segment over the remaining life of the lease portfolio and recorded a $600 thousand pretax loss on leasing discontinuance. The decrease in estimated operating results of the leasing segment was primarily associated with an unfavorable sales tax assessment, partially offset by favorable credit performance on the leasing portfolio.

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Per share data was as follows:

                                 
    Three and Six Months Ended June 30,
    Advanta   Advanta Leasing
    Mortgage
  Services
    2004
  2003
  2004
  2003
Basic gain (loss), net, on discontinuance of mortgage and leasing businesses, net of tax, per common share
Class A
  $ (0.07 )   $ (0.07 )   $ 0.07     $ (0.02 )
Class B
    (0.07 )     (0.07 )     0.07       (0.02 )
Combined
    (0.07 )     (0.07 )     0.07       (0.02 )
Diluted gain (loss), net, on discontinuance of mortgage and leasing businesses, net of tax, per common share
Class A
  $ (0.06 )   $ (0.07 )   $ 0.07     $ (0.02 )
Class B
    (0.06 )     (0.07 )     0.07       (0.02 )
Combined
    (0.06 )     (0.07 )     0.07       (0.02 )

The components of assets of discontinued operations, net, were as follows:

                 
    June 30,   December 31,
    2004
  2003
Lease receivables, net
  $ 35,843     $ 68,860  
Other assets
    1,424       1,719  
Liabilities
    (5,403 )     (7,110 )
 
   
 
     
 
 
Assets of discontinued operations, net
  $ 31,864     $ 63,469  
 
   
 
     
 
 

We are continuing to service the existing lease portfolio. Based on the terms of the remaining leases, we expect assets of discontinued operations to be less than $10 million by June 2005 and the wind down of the lease portfolio to be complete by January 2007.

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Note 13) Calculation of Earnings Per Share

The following table shows the calculation of basic earnings per common share and diluted earnings per common share.

                                 
    Three Months Ended   Six Months Ended
    June 30,
  June 30,
    2004
  2003
  2004
  2003
Income from continuing operations
  $ 10,832     $ 6,281     $ 20,271     $ 12,186  
Less: Preferred A dividends
    0       0       (141 )     (141 )
 
   
 
     
 
     
 
     
 
 
Income from continuing operations available to common stockholders
    10,832       6,281       20,130       12,045  
Gain (loss), net, on discontinuance of mortgage and leasing businesses, net of tax
    160       (1,968 )     160       (1,968 )
 
   
 
     
 
     
 
     
 
 
Net income available to common stockholders
    10,992       4,313       20,290       10,077  
Less: Class A dividends declared
    (856 )     (579 )     (1,407 )     (1,155 )
Less: Class B dividends declared
    (2,028 )     (1,303 )     (3,371 )     (2,623 )
 
   
 
     
 
     
 
     
 
 
Undistributed net income
  $ 8,108     $ 2,431     $ 15,512     $ 6,299  
 
   
 
     
 
     
 
     
 
 
Basic income from continuing operations per common share
                               
Class A
  $ 0.42     $ 0.25     $ 0.78     $ 0.47  
Class B
    0.44       0.27       0.83       0.52  
Combined(1)
    0.43       0.26       0.82       0.50  
 
   
 
     
 
     
 
     
 
 
Diluted income from continuing operations per common share
                               
Class A
  $ 0.39     $ 0.24     $ 0.73     $ 0.46  
Class B
    0.40       0.26       0.76       0.51  
Combined(1)
    0.40       0.26       0.75       0.49  
 
   
 
     
 
     
 
     
 
 
Basic net income per common share
                               
Class A
  $ 0.42     $ 0.16     $ 0.79     $ 0.39  
Class B
    0.45       0.19       0.84       0.44  
Combined(1)
    0.44       0.18       0.82       0.42  
 
   
 
     
 
     
 
     
 
 
Diluted net income per common share
                               
Class A
  $ 0.40     $ 0.16     $ 0.74     $ 0.38  
Class B
    0.41       0.18       0.76       0.43  
Combined(1)
    0.41       0.18       0.76       0.41  
 
   
 
     
 
     
 
     
 
 
Basic weighted average common shares outstanding
                               
Class A
    8,794       9,151       8,790       9,168  
Class B
    16,172       14,893       15,891       14,854  
Combined
    24,966       24,044       24,681       24,022  
 
   
 
     
 
     
 
     
 
 
Dilutive effect of
                               
Options Class B
    1,339       218       1,282       168  
Restricted stock Class B
    818       334       873       307  
 
   
 
     
 
     
 
     
 
 
Diluted weighted average common shares outstanding
                               
Class A
    8,794       9,151       8,790       9,168  
Class B
    18,329       15,445       18,046       15,329  
Combined
    27,123       24,596       26,836       24,497  
 
   
 
     
 
     
 
     
 
 
Antidilutive shares
                               
Options Class B
    239       1,663       244       2,197  
Restricted stock Class B
    0       113       0       127  
 
   
 
     
 
     
 
     
 
 

(1)   Combined represents income available to common stockholders divided by the combined total of Class A and Class B weighted average common shares outstanding.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this Form 10-Q, “Advanta”, “we”, “us”, and “our” refer to Advanta Corp. and its subsidiaries, unless the context otherwise requires.

OVERVIEW

Income from continuing operations includes the following business segment results:

                                 
    Three Months Ended   Six Months Ended
($ in thousands)
  June 30,
  June 30,
    2004
  2003
  2004
  2003
Pretax income (loss):
                               
Advanta Business Cards
  $ 17,998     $ 12,647     $ 34,663     $ 23,624  
Venture Capital
    (95 )     (2,434 )     (1,158 )     (3,810 )
 
   
 
     
 
     
 
     
 
 
Total pretax income
    17,903       10,213       33,505       19,814  
Income tax expense
    (7,071 )     (3,932 )     (13,234 )     (7,628 )
 
   
 
     
 
     
 
     
 
 
Income from continuing operations
  $ 10,832     $ 6,281     $ 20,271     $ 12,186  
Per combined common share, assuming dilution
  $ 0.40     $ 0.26     $ 0.75     $ 0.49  
 
   
 
     
 
     
 
     
 
 

Advanta Business Cards pretax income increased for the three and six months ended June 30, 2004 as compared to the same periods of 2003 due primarily to growth in both owned and securitized receivables, a decrease in cost of funds and net principal charge-off rates and a decrease in operating expenses as a percentage of owned and securitized receivables, partially offset by a decline in yields. The decrease in yields reflects our array of competitively-priced offerings and products, including promotional pricing and rewards, designed to selectively attract and retain more high credit quality customers and to respond to the competitive environment. We anticipate that these types of customers will have lower credit losses in future periods. Although there may be month-to-month or quarterly variations, we expect yields on our business credit cards to decline modestly for the remainder of 2004 as compared to 2003, because we anticipate the continued transition of the portfolio to higher credit quality customers.

Venture Capital pretax loss in the six months ended June 30, 2004 includes $807 thousand of expenses relating to lease commitments and severance costs associated with the closure of an operational location of our Venture Capital segment in the first quarter of 2004. Venture Capital segment results include pretax investment gains of $32 thousand in the six months ended June 30, 2004 and net pretax investment losses of $1.2 million in the three months ended June 30, 2003 and $1.9 million in the six months ended June 30, 2003, which reflect the market conditions for our venture capital investments in those periods.

For the three months ended June 30, 2004, we recorded a net after-tax gain on the discontinuance of our mortgage and leasing businesses of $160 thousand, or $0.01 per combined diluted common share. For the three months ended June 30, 2003, we recorded a net after-tax loss on the discontinuance of our mortgage and leasing businesses of $2.0 million, or $0.08 per combined diluted common share. See “Discontinued Operations” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. We have identified accounting for allowance for receivable losses, securitization transactions, business credit card rewards programs, litigation contingencies, income taxes, and discontinued operations as our most critical accounting policies and estimates because they require management’s most difficult, subjective or complex judgments as a result of the need to make estimates about the effect of matters that are inherently uncertain. Estimates are inherently subjective and are susceptible to significant revision as more information becomes available. Changes in such estimates could have a material impact on our financial condition or results of operations. These accounting policies are described in our Annual Report on Form 10-K for the year ended December 31, 2003.

ADVANTA BUSINESS CARDS

Advanta Business Cards originates new accounts directly and through the use of third parties. The following table provides key statistical information on our business credit card portfolio for the three and six months ended June 30. Credit quality statistics for the business credit card portfolio are included in the “Provision and Allowance for Receivable Losses” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

                                 
    Three Months Ended   Six Months Ended
($ in thousands)
  June 30,
  June 30,
    2004
  2003
  2004
  2003
Average owned receivables
  $ 583,581     $ 506,200     $ 567,617     $ 510,800  
Average securitized receivables
  $ 2,532,885     $ 2,290,671     $ 2,524,208     $ 2,231,572  
Cardholder transaction volume
  $ 1,994,647     $ 1,677,804     $ 3,916,580     $ 3,280,302  
New account originations
    26,187       36,162       65,322       90,093  
Average number of active accounts(1)
    585,519       585,780       588,063       582,542  
Ending number of accounts at June 30
    780,415       788,470       780,415       788,470  

(1)   Active accounts are defined as accounts with a balance at month-end. Active account statistics do not include charged-off accounts. The statistic reported above is the average number of active accounts for the three and six months ended June 30.

In the second quarter of 2003, we enhanced our targeting and decision models used in identifying prospective customers. We have also expanded our activities to identify and establish strategic relationships with organizations focused on certain business owners, executives and small businesses. We expect that our targeted approach will result in acquiring more engaged customers, but may result in somewhat lower account growth rates. We also plan to strengthen and deepen our relationships with our existing customers by providing value based on factors other than pricing in order to build lasting, profitable relationships. The decrease in new account originations in the three and six months ended June 30, 2004 as compared to the same period of 2003 is due primarily to refinements that increased the selectivity of our customer acquisition targeting. We expect the volume of new account originations in the second half of 2004 to be higher than the volume of new

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account originations in the first half of 2004 and comparable to the volume in the second half of 2003, based on the number and timing of planned marketing campaigns. We estimate that managed receivables growth for the year ended December 31, 2004 will be approximately 10%. We also anticipate increasing the percentage of receivables that are held on-balance sheet to between 20% and 25% of managed receivables in the second half of 2004, as compared to 18% in the six months ended June 30, 2004 in order to further diversify our sources of funding. The following is a reconciliation of projected estimated owned business credit card receivable growth to managed business credit card receivable growth:

                         
            Projected    
    Actual at   Estimate at    
    December 31,   December 31,   Percentage
($ in thousands)
  2003
  2004
  Increase
Owned receivables
  $ 518,040     $ 738,000       42.5 %
Securitized receivables
    2,463,747       2,542,000       3.2 %
 
   
 
     
 
     
 
 
Managed receivables
  $ 2,981,787     $ 3,280,000       10.0 %
 
   
 
     
 
     
 
 

The components of pretax income for Advanta Business Cards are as follows:

                                 
    Three Months Ended   Six Months Ended
    June 30,
  June 30,
($ in thousands)
  2004
  2003
  2004
  2003
Net interest income on owned interest-earning assets
  $ 15,145     $ 11,738     $ 27,871     $ 21,758  
Noninterest revenues
    73,115       66,283       143,377       131,232  
Provision for credit losses
    (10,654 )     (9,555 )     (20,067 )     (18,963 )
Operating expenses
    (59,608 )     (55,819 )     (116,518 )     (110,403 )
 
   
 
     
 
     
 
     
 
 
Pretax income
  $ 17,998     $ 12,647     $ 34,663     $ 23,624  
 
   
 
     
 
     
 
     
 
 

Net interest income on owned interest-earning assets increased by $3.4 million for the three months ended June 30, 2004 as compared to the same period of 2003 and increased by $6.1 million for the six months ended June 30, 2004 as compared to the same period in 2003. The increases were due primarily to decreases in our cost of funds and increases in average owned business credit card receivables of $77.4 million for the three months ended June 30, 2004 and $56.8 for the six months ended June 30, 2004, partially offset by decreases in the average yields earned on our business credit card receivables. The decrease in yields is a result of our competitively-priced offerings and products. Average owned business credit card receivables increased in the three and six months ended June 30, 2004 as compared to the same period of 2003 due to growth and the level of securitization activity.

Noninterest revenues include securitization income, interchange income, business credit card rewards costs and other fee revenues. The increases in noninterest revenues in the three and six months ended June 30, 2004 as compared to the same period of 2003 are due primarily to higher transaction volume that yielded higher interchange income and the increased volume of securitized business credit card receivables that produced higher servicing fees and securitization income. Noninterest revenues also include the impact of changes in estimated costs of future reward redemptions in all periods. See further discussion in the “Other Revenues” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The increases in provision for credit losses in the three and six months ended June 30, 2004 as compared to the same periods of 2003 primarily reflect the increases in average owned business credit card receivables, partially offset by a reduction in the estimate of losses inherent in the portfolio based on the delinquency and

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principal charge-off trends and the current composition of the portfolio as compared to the same periods of 2003.

The increases in operating expenses in the three and six months ended June 30, 2004 as compared to the same periods of 2003 were due primarily to an increase in salaries and employee benefits expense including higher incentive compensation expense resulting from improved earnings and collections performance, and personnel hired in connection with initiatives to originate and retain relationships with high credit quality customers. In addition, salaries and employee benefits expenses in the six months ended June 30, 2004 include executive compensation expense incurred related to changes in senior management. Marketing expenses also increased in the three and six months ended June 30, 2004 as compared to the same periods of 2003 due primarily to costs incurred related to our development of alliances with other organizations serving segments of the small business market and amortization expense on marketing rights related to certain of these alliances, as well as increased marketing activity in response to the competitive environment. Operating expenses reflect decreases in the amortization of deferred origination costs, due to the number and timing of new account originations in prior periods.

VENTURE CAPITAL

The components of pretax loss for our Venture Capital segment are as follows:

                                 
    Three Months Ended   Six Months Ended
    June 30,
  June 30,
($ in thousands)
  2004
  2003
  2004
  2003
Net interest expense
  $ (86 )   $ (134 )   $ (174 )   $ (274 )
Realized gains
    0       197       0       197  
Unrealized gains (losses), net
    0       (1,439 )     32       (2,049 )
Operating expenses
    (9 )     (1,058 )     (1,016 )     (1,684 )
 
   
 
     
 
     
 
     
 
 
Pretax loss
  $ (95 )   $ (2,434 )   $ (1,158 )   $ (3,810 )
 
   
 
     
 
     
 
     
 
 

The estimated fair value of our venture capital investments was $9.5 million as of June 30, 2004 and December 31, 2003. Unrealized gains (losses) on our venture capital investments reflect the market conditions for those investments in each respective period.

In recent years, we have limited our new venture capital investment activity and we presently do not expect to make significant additional investments. Operating expenses for the six months ended June 30, 2004 include expenses associated with the closure of an operational location of our Venture Capital segment in the first quarter of 2004, consisting of $571 thousand of expense relating to lease commitments and $236 thousand of severance costs. Due to the closure of the operational location, we expect to incur minimal operating expenses in the Venture Capital segment in future periods. Operating expenses for the three and six months ended June 30, 2003 include approximately $410 thousand of lease termination costs paid in June 2003.

INTEREST INCOME AND EXPENSE

Interest income decreased $216 thousand to $25.2 million for the three months ended June 30, 2004 as compared to the same period of 2003 and increased $204 thousand to $48.6 million for the six months ended June 30, 2004 as compared to the same period of 2003. Interest income was impacted by decreases in average balances of investments and the average yields earned on our investments. Average investments decreased $223 million in the three months ended June 30, 2004 and decreased $150

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million in the six months ended June 30, 2004 as compared to the same periods of 2003. Interest income was also impacted by decreases in the average yield earned on our business credit card receivables as a result of our competitively-priced offerings and products. The impact of lower yields on business credit card receivables was more than offset by increases in average business credit card receivables of $77.4 million to $584 million in the three months ended June 30, 2004 and $56.8 million to $568 million in the six months ended June 30, 2004 as compared to the same periods of 2003. Interest income was also impacted by an increase in average balances and the average yield on retained interests in securitizations in the six months ended June 30, 2004. The increase in average balances of retained interests in securitizations is due to additional securitizations completed since June 30, 2003. The increase in average yield on retained interests in securitization to 11.84% for the six months ended June 30, 2004 as compared to 10.91% for the same period of 2003 is due primarily to the composition of retained interests in the respective periods. Retained interests in securitizations in the six months ended June 30, 2003 included an investment-grade subordinated trust asset with a lower effective yield than our other retained interests in securitizations.

Interest expense includes $2.3 million for the three months ended June 30, 2004 and $4.6 million for the six months ended June 30, 2004 of interest expense on subordinated debt payable to preferred securities trust. Our adoption of FIN 46, as revised, resulted in the deconsolidation of the subsidiary trust that issued our trust preferred securities effective December 31, 2003. As a result of the deconsolidation of that trust, the consolidated income statement includes interest expense on subordinated debt payable to preferred securities trust beginning January 1, 2004, as compared to periods through December 31, 2003 that included payments on the trust preferred securities classified as minority interest in income of consolidated subsidiary.

Interest expense decreased $2.3 million to $10.8 million for the three months ended June 30, 2004 and decreased $2.0 million to $22.4 million for the six months ended June 30, 2004 as compared to the same periods of 2003. The decrease in interest expense is due primarily to decreases in our average deposits and debt and decreases in our average cost of funds, partially offset by the $2.3 million for the three months ended June 30, 2004 and $4.6 million for the six months ended June 30, 2004 of interest expense on subordinated debt payable to preferred securities trust described above. Average balances of deposits and debt outstanding decreased $469 million in the three months ended June 30, 2004 and $313 million in the six months ended June 30, 2004 as compared to the same periods of 2003. Average debt and deposits in the three and six months ended June 30, 2003 reflected the funding of higher levels of on-balance sheet assets as a result of principal collections of receivables allocated to the Series 2000-B securitization during its amortization period in 2003. The decrease in our average cost of funding debt and deposits was due to the prevailing interest rate environment and our ability to lower interest rates offered on senior debt resulting from our liquidity position.

The following tables provide an analysis of interest income and expense data, average balance sheet data, net interest spread and net interest margin for both continuing and discontinued operations. The net interest spread represents the difference between the yield on interest-earning assets and the average rate paid on interest-bearing liabilities. The net interest margin represents the difference between the yield on interest-earning assets and the average rate paid to fund interest-earning assets. Interest income includes late fees on business credit card receivables.

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INTEREST RATE ANALYSIS AND AVERAGE BALANCES

                                                 
    Three Months Ended June 30,
    2004
  2003
    Average           Average   Average           Average
($ in thousands)
  Balance
  Interest
  Rate
  Balance
  Interest
  Rate
Owned receivables:
                                               
Business credit cards(1)
  $ 583,581     $ 19,459       13.41 %   $ 506,200     $ 18,634       14.76 %
Other receivables
    11,073       124       4.51       23,448       281       4.81  
 
   
 
     
 
             
 
     
 
         
Total owned receivables
    594,654       19,583       13.25       529,648       18,915       14.32  
Investments(2)
    438,478       1,378       1.25       660,999       2,170       1.31  
Retained interests in securitizations
    149,998       4,276       11.40       157,801       4,373       11.08  
Interest-earning assets of discontinued operations
    45,629       1,142       10.01       39,043       1,412       14.47  
 
   
 
     
 
             
 
     
 
         
Total interest-earning assets(3)
    1,228,759     $ 26,379       8.62 %     1,387,491     $ 26,870       7.76 %
Noninterest-earning assets
    280,109                       739,807                  
 
   
 
                     
 
                 
Total assets
  $ 1,508,868                     $ 2,127,298                  
 
   
 
                     
 
                 
Deposits
  $ 639,793     $ 4,526       2.85 %   $ 1,076,572     $ 7,836       2.92 %
Debt
    286,473       4,389       6.16       318,368       5,059       6.37  
Subordinated debt payable to preferred securities trust
    103,093       2,290       8.88       0       0       0.00  
Other borrowings
    324       1       1.30       55       0       1.62  
 
   
 
     
 
             
 
     
 
         
Total interest-bearing liabilities(4)
    1,029,683     $ 11,206       4.37 %     1,394,995     $ 12,895       3.71 %
Noninterest-bearing liabilities
    118,143                       306,032                  
 
   
 
                     
 
                 
Total liabilities
    1,147,826                       1,701,027                  
Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely subordinated debentures of Advanta Corp. (trust preferred securities)
    0                       100,000                  
Stockholders’ equity
    361,042                       326,271                  
 
   
 
                     
 
                 
Total liabilities and stockholders’ equity
  $ 1,508,868                     $ 2,127,298                  
 
   
 
                     
 
                 
Net interest spread
                    4.25 %                     4.05 %
Net interest margin
                    4.97 %                     4.04 %


(1)   Interest income includes late fees for owned business credit cards receivables of $1.4 million for the three months ended June 30, 2004 and $1.5 million for the three months ended June 30, 2003.
 
(2)   Interest and average rate for tax-free securities are computed on a tax equivalent basis using a statutory rate of 35%.
 
(3)   Includes assets held and available for sale and nonaccrual receivables.
 
(4)   Includes funding of assets for both continuing and discontinued operations.

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    Six Months Ended June 30,
    2004
  2003
    Average           Average   Average           Average
($ in thousands)
  Balance
  Interest
  Rate
  Balance
  Interest
  Rate
Owned receivables:
                                               
Business credit cards(1)
  $ 567,617     $ 36,706       13.00 %   $ 510,800     $ 35,796       14.13 %
Other receivables
    12,481       270       4.36       24,150       592       4.94  
 
   
 
     
 
             
 
     
 
         
Total owned receivables
    580,098       36,976       12.82       534,950       36,388       13.72  
Investments(2)
    468,020       2,797       1.19       618,286       4,102       1.33  
Retained interests in securitizations
    149,998       8,878       11.84       145,969       7,965       10.91  
Interest-earning assets of discontinued operations
    54,338       2,668       9.82       40,407       2,689       13.31  
 
   
 
     
 
             
 
     
 
         
Total interest-earning assets(3)
    1,252,454     $ 51,319       8.22 %     1,339,612     $ 51,144       7.68 %
Noninterest-earning assets
    314,715                       631,373                  
 
   
 
                     
 
                 
Total assets
  $ 1,567,169                     $ 1,970,985                  
 
   
 
                     
 
                 
Deposits
  $ 653,032     $ 9,208       2.84 %   $ 942,634     $ 14,444       3.09 %
Debt
    295,161       9,021       6.15       318,322       10,124       6.41  
Subordinated debt payable to preferred securities trust
    103,093       4,579       8.88       0       0       0.00  
Other borrowings
    162       1       1.30       139       1       1.67  
 
   
 
     
 
             
 
     
 
         
Total interest-bearing liabilities(4)
    1,051,448     $ 22,809       4.36 %     1,261,095     $ 24,569       3.93 %
Noninterest-bearing liabilities
    161,544                       285,793                  
 
   
 
                     
 
                 
Total liabilities
    1,212,992                       1,546,888                  
Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely subordinated debentures of Advanta Corp. (trust preferred securities)
    0                       100,000                  
Stockholders’ equity
    354,177                       324,097                  
 
   
 
                     
 
                 
Total liabilities and stockholders’ equity
  $ 1,567,169                     $ 1,970,985                  
 
   
 
                     
 
                 
Net interest spread
                    3.86 %                     3.75 %
Net interest margin
                    4.58 %                     4.00 %


(1)   Interest income includes late fees for owned business credit cards receivables of $2.8 million for the six months ended June 30, 2004 and $3.0 million for the six months ended June 30, 2003.
 
(2)   Interest and average rate for tax-free securities are computed on a tax equivalent basis using a statutory rate of 35%.
 
(3)   Includes assets held and available for sale and nonaccrual receivables.
 
(4)   Includes funding of assets for both continuing and discontinued operations.

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PROVISION AND ALLOWANCE FOR RECEIVABLE LOSSES

For the three months ended June 30, 2004, provision for credit losses on a consolidated basis was $10.5 million as compared to $9.3 million for the same period of 2003. For the six months ended June 30, 2004, provision for credit losses on a consolidated basis was $20.0 million as compared to $18.7 million for the same period of 2003. Average owned business credit card receivables increased by $77.4 million in the three months ended June 30, 2004 and $56.8 million in the six months ended June 30, 2004 as compared to the same periods of 2003. The impact of the increases in average owned business credit card receivables on provision for credit losses in both periods was partially offset by a reduction in the estimate of losses inherent in the portfolio based on delinquency and principal charge-off trends and the current composition of the portfolio that included more high credit quality customers as compared to the same period of 2003. In addition, we have refined and enhanced our procedures and tools used in the risk management of existing customers, which has helped to reduce credit risk in the portfolio.

For the three months ended June 30, 2004, the provision for interest and fee losses, which is recorded as a direct reduction to interest and fee income, decreased by $39 thousand to $2.4 million as compared to the same period of 2003. For the six months ended June 30, 2004, the provision for interest and fee losses decreased by $474 thousand to $4.5 million as compared to the same period of 2003. The decrease was due to a reduction in the estimate of losses inherent in the portfolio based on improved delinquency and charge-off trends and the current composition of the portfolio as compared to the same periods of 2003, partially offset by growth in average owned business credit card receivables.

The allowance for receivable losses on business credit card receivables was $48.0 million as of June 30, 2004, or 8.73% of owned receivables, which was lower as a percentage of owned receivables than the allowance of $47.0 million, or 9.08% of owned receivables, as of December 31, 2003. The decrease in allowance as a percentage of receivables is due to a reduction in the estimate of losses inherent in the portfolio based on delinquency and principal charge-off trends and the current composition of the portfolio that included more high credit quality customers as compared to the same period of 2003.

Although charge-off levels are not always predictable since they are impacted by the economic environment and other factors beyond our control, and there may be month-to-month or quarterly variations in losses or delinquencies, we anticipate that the owned and managed net principal charge-off rates for the second half of 2004 will be lower than those experienced for the same period of 2003 and lower than those experienced for the first half of 2004. This expectation is based upon the level of receivables 90 days or more delinquent at June 30, 2004 and the current composition of the portfolio that reflects our strategic initiative to selectively attract and retain more high credit quality customers.

The following table provides credit quality data as of and for the year-to-date periods indicated for our owned receivable portfolio including a summary of allowances for receivable losses, delinquencies, nonaccrual receivables, accruing receivables past due 90 days or more, and net principal charge-offs. Consolidated data includes business credit cards and other receivables.

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    June 30,   December 31,   June 30,
($ in thousands)
  2004
  2003
  2003
CONSOLIDATED – OWNED
                       
Allowance for receivable losses
  $ 49,331     $ 48,454     $ 47,326  
Receivables 30 days or more delinquent
    25,605       25,413       27,228  
Receivables 90 days or more delinquent
    13,421       12,808       13,953  
Nonaccrual receivables
    10,193       7,978       7,860  
Accruing receivables past due 90 days or more
    11,677       11,320       11,741  
As a percentage of gross receivables:
                       
Allowance for receivable losses
    8.80 %     9.06 %     10.15 %
Receivables 30 days or more delinquent
    4.57       4.75       5.84  
Receivables 90 days or more delinquent
    2.39       2.39       2.99  
Nonaccrual receivables
    1.82       1.49       1.69  
Accruing receivables past due 90 days or more
    2.08       2.12       2.52  
Net principal charge-offs for the year-to-date period ended June 30 and December 31
  $ 18,766     $ 43,704     $ 17,991  
Net principal charge-offs for the three months ended June 30 and December 31
    9,857       10,169       9,563  
As a percentage of average gross receivables (annualized):
                       
Net principal charge-offs for the year-to-date period ended June 30 and December 31
    6.47 %     7.18 %     6.73 %
Net principal charge-offs for the three months ended June 30 and December 31
    6.63       6.66       7.22  
BUSINESS CREDIT CARDS – OWNED
                       
Allowance for receivable losses
  $ 47,981     $ 47,041     $ 45,914  
Receivables 30 days or more delinquent
    25,493       25,301       25,839  
Receivables 90 days or more delinquent
    13,309       12,696       13,184  
Nonaccrual receivables
    10,081       7,866       7,091  
Accruing receivables past due 90 days or more
    11,677       11,320       11,741  
As a percentage of gross receivables:
                       
Allowance for receivable losses
    8.73 %     9.08 %     10.37 %
Receivables 30 days or more delinquent
    4.64       4.88       5.84  
Receivables 90 days or more delinquent
    2.42       2.45       2.98  
Nonaccrual receivables
    1.83       1.52       1.60  
Accruing receivables past due 90 days or more
    2.12       2.19       2.65  
Net principal charge-offs for the year-to-date period ended June 30 and December 31
  $ 18,767     $ 43,670     $ 17,963  
Net principal charge-offs for the three months ended June 30 and December 31
    9,854       10,163       9,555  
As a percentage of average gross receivables (annualized):
                       
Net principal charge-offs for the year-to-date period ended June 30 and December 31
    6.61 %     7.42 %     7.03 %
Net principal charge-offs for the three months ended June 30 and December 31
    6.75       6.84       7.55  

SECURITIZATION INCOME

Advanta Business Cards recognized securitization income as follows:

                 
($ in thousands)
  2004
  2003
Three months ended June 30
  $ 32,627     $ 31,752  
Six months ended June 30
    65,167       61,362  

Securitization income for the three and six months ended June 30, 2004 increased as compared to the same periods of 2003, due to the positive impacts from increased volume of securitized receivables and a decrease in the net principal charge-off rate on securitized receivables, partially offset by a decrease in yield on securitized receivables. These fluctuations in yields and rates are similar to those experienced in owned business credit card receivables as discussed in the

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“Interest Income and Expense” and “Provision and Allowance for Receivable Losses” sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Managed Receivable Data

In addition to evaluating the financial performance of the Advanta Business Cards segment under generally accepted accounting principles (“GAAP”), we evaluate Advanta Business Cards’ performance on a managed basis. Our managed business credit card receivable portfolio is comprised of both owned and securitized business credit card receivables. We sell business credit card receivables through securitizations accounted for as sales under GAAP. We continue to own and service the accounts that generate the securitized receivables. Managed data presents performance as if the securitized receivables had not been sold. We believe that performance on a managed basis provides useful supplemental information because we retain interests in the securitized receivables and, therefore, we have a financial interest in and exposure to the performance of the securitized receivables. Revenue and credit data on the managed portfolio provides additional information useful in understanding the performance of the retained interests in securitizations. The following tables provide managed data for Advanta Business Cards and a reconciliation of the managed data to the most directly comparable GAAP financial measures:

INCOME STATEMENT MEASURES AND STATISTICS

                                         
                            Advanta    
    Advanta                   Business    
    Business   GAAP   Securitization   Cards   Managed
($ in thousands)
  Cards GAAP
  Ratio(3)
  Adjustments
  Managed
  Ratio(3)
Three Months Ended June 30, 2004:
                                       
Interest income
  $ 23,735       12.94 %   $ 92,046     $ 115,781       14.86 %
Interest expense
    8,590       4.68       11,373       19,963       2.56  
Net interest income
    15,145       8.26       80,673       95,818       12.30  
Noninterest revenues
    73,115       39.87       (36,033 )     37,082       4.76  
Provision for credit losses
    10,654       5.81       44,640 (2)     55,294       7.10  
Risk-adjusted revenues(1)
    77,606       42.32       0       77,606       9.96  
Average business credit card interest-earning assets
    733,579               2,382,887       3,116,466          
Average business credit card receivables
    583,581               2,532,885       3,116,466          
Net principal charge-offs
    9,854       6.75       44,640       54,494       6.99  
 
   
 
     
 
     
 
     
 
     
 
 
Three Months Ended June 30, 2003:
                                       
Interest income
  $ 23,007       13.86 %   $ 89,819     $ 112,826       16.14 %
Interest expense
    11,269       6.79       9,684       20,953       3.00  
Net interest income
    11,738       7.07       80,135       91,873       13.14  
Noninterest revenues
    66,283       39.93       (33,550 )     32,733       4.68  
Provision for credit losses
    9,555       5.76       46,585 (2)     56,140       8.03  
Risk-adjusted revenues(1)
    68,466       41.24       0       68,466       9.79  
Average business credit card interest-earning assets
    664,001               2,132,870       2,796,871          
Average business credit card receivables
    506,200               2,290,671       2,796,871          
Net principal charge-offs
    9,555       7.55       46,585       56,140       8.03  
 
   
 
     
 
     
 
     
 
     
 
 

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INCOME STATEMENT MEASURES AND STATISTICS

                                         
                            Advanta    
    Advanta                   Business    
    Business   GAAP   Securitization   Cards   Managed
($ in thousands)
  Cards GAAP
  Ratio(3)
  Adjustments
  Managed
  Ratio(3)
Six Months Ended June 30, 2004:
                                       
Interest income
  $ 45,584       12.70 %   $ 185,153     $ 230,737       14.93 %
Interest expense
    17,713       4.93       22,707       40,420       2.62  
Net interest income
    27,871       7.77       162,446       190,317       12.31  
Noninterest revenues
    143,377       39.96       (71,619 )     71,758       4.64  
Provision for credit losses
    20,067       5.60       90,827 (2)     110,894       7.17  
Risk-adjusted revenues(1)
    151,181       42.13       0       151,181       9.78  
Average business credit card interest-earning assets
    717,615               2,374,210       3,091,825          
Average business credit card receivables
    567,617               2,524,208       3,091,825          
Net principal charge-offs
    18,767       6.61       90,827       109,594       7.09  
 
   
 
     
 
     
 
     
 
     
 
 
Six Months Ended June 30, 2003:
                                       
Interest income
  $ 43,761       13.33 %   $ 176,914     $ 220,675       16.09 %
Interest expense
    22,003       6.70       19,205       41,208       3.00  
Net interest income
    21,758       6.63       157,709       179,467       13.09  
Noninterest revenues
    131,232       39.96       (65,649 )     65,583       4.78  
Provision for credit losses
    18,963       5.78       92,060 (2)     111,023       8.10  
Risk-adjusted revenues(1)
    134,027       40.81       0       134,027       9.77  
Average business credit card interest-earning assets
    656,769               2,085,603       2,742,372          
Average business credit card receivables
    510,800               2,231,572       2,742,372          
Net principal charge-offs
    17,963       7.03       92,060       110,023       8.02  
 
   
 
     
 
     
 
     
 
     
 
 

(1)   Risk-adjusted revenues represent net interest income and noninterest revenues, less provision for credit losses.
 
(2)   Includes the amount by which the credit losses would have been higher had the securitized receivables remained as owned and the provision for credit losses on securitized receivables been equal to actual reported charge-offs.
 
(3)   Ratios are as a percentage of average business credit card interest-earning assets except net principal charge-off ratios, which are as a percentage of average business credit card receivables.

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BALANCE SHEET MEASURES AND STATISTICS

                                         
    Advanta                   Advanta    
    Business   GAAP   Securitization   Business   Managed
($ in thousands)
  Cards GAAP
  Ratio(1)
  Adjustments
  Cards Managed
  Ratio(1)
As of June 30, 2004
                                       
Number of business credit card accounts
    780,415               N/A       780,415          
Ending business credit card receivables
  $ 549,862             $ 2,546,777     $ 3,096,639          
Receivables 30 days or more delinquent
    25,493       4.64 %     123,123       148,616       4.80 %
Receivables 90 days or more delinquent
    13,309       2.42       63,980       77,289       2.50  
Nonaccrual receivables
    10,081       1.83       48,966       59,047       1.91  
Accruing receivables past due 90 days or more
    11,677       2.12       56,111       67,788       2.19  
 
   
 
     
 
     
 
     
 
     
 
 
As of December 31, 2003
                                       
Number of business credit card accounts
    786,700               N/A       786,700          
Ending business credit card receivables
  $ 518,040             $ 2,463,747     $ 2,981,787          
Receivables 30 days or more delinquent
    25,301       4.88 %     148,177       173,478       5.82 %
Receivables 90 days or more delinquent
    12,696       2.45       74,762       87,458       2.93  
Nonaccrual receivables
    7,866       1.52       47,381       55,247       1.85  
Accruing receivables past due 90 days or more
    11,320       2.19       66,376       77,696       2.61  
 
   
 
     
 
     
 
     
 
     
 
 
As of June 30, 2003
                                       
Number of business credit card accounts
    788,470               N/A       788,470          
Ending business credit card receivables
  $ 442,769             $ 2,365,176     $ 2,807,945          
Receivables 30 days or more delinquent
    25,839       5.84 %     150,380       176,219       6.28 %
Receivables 90 days or more delinquent
    13,184       2.98       76,459       89,643       3.19  
Nonaccrual receivables
    7,091       1.60       42,162       49,253       1.75  
Accruing receivables past due 90 days or more
    11,741       2.65       67,804       79,545       2.83  
 
   
 
     
 
     
 
     
 
     
 
 

(1)   Ratios are as a percentage of ending business credit card receivables.

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SERVICING REVENUES

Advanta Business Cards recognized servicing revenue as follows:

                 
($ in thousands)
  2004
  2003
Three months ended June 30
  $ 12,499     $ 9,873  
Six months ended June 30
    24,632       19,900  

The increase in servicing revenue in both the three and six months ended June 30, 2004 as compared to the same periods of 2003 was due to increased volume of securitized business credit card receivables.

OTHER REVENUES

                                 
    Three Months Ended   Six Months Ended
($ in thousands)
  June 30,
  June 30,
    2004
  2003
  2004
  2003
Interchange income
  $ 35,513     $ 29,289     $ 67,088     $ 55,427  
Business credit cards cash back rewards
    (5,933 )     (4,349 )     (11,684 )     (6,775 )
Business credit cards business rewards
    (4,295 )     (3,185 )     (7,765 )     (4,891 )
Balance transfer fees
    962       865       2,389       2,216  
Cash usage fees
    805       616       1,568       1,371  
Other fee revenues
    1,182       1,644       2,471       3,047  
Earnings allocable to partnership interest
    400       500       1,000       1,000  
Investment securities gains (losses), net
    0       (1,158 )     49       (1,766 )
Valuation adjustments on other receivables held for sale
    0       555       0       450  
Other
    145       152       417       282  
 
   
 
     
 
     
 
     
 
 
Total other revenues, net
  $ 28,779     $ 24,929     $ 55,533     $ 50,361  
 
   
 
     
 
     
 
     
 
 

Interchange income includes interchange fees on both owned and securitized business credit cards. The increases in interchange income in the three and six months ended June 30, 2004 as compared to the same periods of 2003 were due primarily to higher transaction volume. In the three months ended June 30, 2004, the increase in interchange income also includes the impact of increased interchange rates established by MasterCard®* in April 2004. The average interchange rate was 2.2% in the three month period ended June 30, 2004 as compared to 2.1% in the three month period ended June 30, 2003 and in each of the six month periods ended June 30, 2004 and 2003.

The increases in business credit cards cash back rewards in the three and six months ended June 30, 2004 as compared to the same periods of 2003 were due primarily to the increase in average business credit card accounts in the cash back rewards programs.

* MasterCard® is a federally registered service mark of MasterCard International, Inc.

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The increases in business credit cards business rewards in the three and six months ended June 30, 2004 as compared to the same periods of 2003 were due primarily to changes in estimate of anticipated costs of future rewards redemptions. Business credit cards business rewards included a $900 thousand increase in estimated costs in the three months ended June 30, 2004, a $1.4 million increase in the six months ended June 30, 2004, a $179 thousand increase in the three months ended June 30, 2003 and a $1.1 million decrease in the six months ended June 30, 2003. See Note 7 to the consolidated financial statements for further discussion.

In the three months ended June 30, 2004, we recognized an estimated $400 thousand of earnings allocable to our partnership interest in Fleet Credit Card Services, L.P., as compared to $500 thousand in the same period of 2003. In the six months ended June 30, 2004 and 2003, we recognized an estimated $1.0 million of earnings allocable to our partnership interest in Fleet Credit Card Services, L.P. In connection with the anticipated combination of Bank of America’s and Fleet’s consumer credit card businesses and our May 28, 2004 agreement with Bank of America, our partnership interest in Fleet Credit Card Services, L.P. would represent an interest in the combined business. See Note 8 to the consolidated financial statements. Subsequent to the date of the agreement, we have accounted for our investment in the partnership interest in Fleet Credit Card Services, L.P. using the cost method.

Investment securities gains (losses), net, primarily represent increases (decreases) in valuations of venture capital investments reflecting the market conditions for the investments.

OPERATING EXPENSES

                                 
    Three Months Ended   Six Months Ended
    June 30,
  June 30,
($ in thousands)
  2004
  2003
  2004
  2003
Salaries and employee benefits
  $ 23,276     $ 18,891     $ 45,707     $ 36,882  
Amortization of deferred origination costs, net
    8,796       12,973       18,133       27,157  
Marketing
    6,209       4,444       9,470       7,371  
External processing
    5,137       5,410       10,356       10,268  
Professional fees
    3,675       2,879       7,923       6,075  
Equipment
    2,738       2,533       5,726       5,927  
Occupancy
    1,996       2,473       4,577       4,262  
Credit
    1,481       997       3,072       2,182  
Insurance
    1,095       976       2,179       1,727  
Fraud
    902       1,036       1,856       1,951  
Postage
    833       902       1,807       1,804  
Telephone
    656       772       1,581       1,846  
Other
    3,102       2,909       5,703       5,265  
 
   
 
     
 
     
 
     
 
 
Total operating expenses
  $ 59,896     $ 57,195     $ 118,090     $ 112,717  
 
   
 
     
 
     
 
     
 
 

Salaries and employee benefits increased in the three and six months ended June 30, 2004 as compared to the same periods of 2003 due to higher incentive compensation expense resulting from improved earnings and collections performance and personnel hired in connection with initiatives to originate and retain relationships with high credit quality customers. In addition, salaries and employee benefits in the six months ended June 30, 2004 include $1.6 million of expense associated with executive compensation expense incurred in connection with changes in senior management and Venture Capital segment severance costs.

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Amounts paid to third parties to acquire business credit card accounts and certain other origination costs are deferred and netted against any related business credit card origination fee, and the net amount is amortized on a straight-line basis over the privilege period of one year. Amortization of deferred origination costs, net, decreased in the three and six months ended June 30, 2004 as compared to the same periods of 2003 due primarily to the number and timing of new account originations in prior periods. We originated a significant volume of new accounts in the fourth quarter of 2002, and the costs to originate those accounts increased amortization expense throughout most of 2003. We expect amortization of business credit card deferred origination costs to be lower in each of the remaining quarters of 2004, as compared to the same periods of 2003, based on the level of deferred origination costs and the timing of new accounts during prior periods.

Marketing expense increased in the three and six months ended June 30, 2004 as compared to the same periods of 2003 due primarily to costs incurred related to our development of alliances with other organizations serving segments of the small business market and amortization expense on marketing rights related to certain of these alliances, as well as increased marketing activity in response to the competitive environment.

Professional fees increased in the three and six months ended June 30, 2004 as compared to the same periods of 2003 due primarily to an increase in the use of external consultants for certain initiatives to originate and retain relationships with high credit quality customers and other corporate matters, partially offset by a reduction in legal expenses.

Occupancy expense decreased in the three months ended June 30, 2004 as compared to the same period of 2003 due to $410 thousand of lease termination costs paid in June 2003 related to office space formerly used in our venture capital operations. Occupancy expense increased in the six months ended June 30, 2004 as compared to the same period of 2003 due to additional office space that we began leasing in March 2003, partially offset by the impact of the lease termination costs discussed above. In addition, occupancy expense in the six months ended June 30, 2004 includes approximately $571 thousand of expense relating to lease commitments associated with the closure of an operational location of our Venture Capital segment in the first quarter of 2004.

Credit expense increased in the three and six months ended June 30, 2004 as compared to the same periods of 2003 due in part to a shift in the types of our recoveries. There was an increase in the dollar volume of charged-off accounts collected through outsourced individual account recovery efforts. Credit expense also increased in the three and six months due to the utilization of additional services from credit information service providers.

Insurance expense increased in the three and six months ended June 30, 2004 as compared to the same periods of 2003 due to an increase in directors’ and officers’ professional liability insurance costs as a result of market rates for this type of insurance.

LITIGATION CONTINGENCIES

We estimate our litigation reserves based on the status of litigation and our assessment of the ultimate resolution of each action after consultation with our attorneys. However, due to the inherent uncertainty in litigation and since the ultimate resolutions of our litigation, claims and other legal proceedings are influenced by factors outside of our control, it is reasonably possible that our estimated liability under these proceedings may change or that actual results will differ from our estimates. Changes in estimates or other charges related to

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litigation are included in operating expenses of the respective business segment if related to continuing operations, or gain (loss) on discontinuance of mortgage and leasing businesses if related to discontinued operations. See Note 8 to the consolidated financial statements for further discussion of litigation contingencies.

INCOME TAXES

Our effective tax rate increased to 39.5% in 2004 due to higher state income taxes. Income tax expense on income from continuing operations was as follows:

                                 
    Three Months Ended   Six Months Ended
    June 30,
  June 30,
($ in thousands)
  2004
  2003
  2004
  2003
Income tax expense
  $ 7,071     $ 3,932     $ 13,234     $ 7,628  
Effective tax rate
    39.5 %     38.5 %     39.5 %     38.5 %

See Note 8 for a discussion of tax matters currently before the Internal Revenue Service Regional Office of Appeals and the agreement with Bank of America signed in the second quarter of 2004.

DISCONTINUED OPERATIONS

For the three months ended June 30, 2004, we recorded an after-tax gain on the discontinuance of our mortgage and leasing businesses of $160 thousand. The components of this net gain include a $2.8 million pretax loss on the discontinuance of the mortgage business, a $3.0 million pretax gain on the discontinuance of the leasing business, and tax expense of $105 thousand. The loss on the discontinuance of the mortgage business was the result of an increase in our estimated future costs of mortgage business-related contingent liabilities, due primarily to recent litigation with Chase and disputes related to one of our former mortgage programs. The gain on the discontinuance of the leasing business was principally associated with favorable performance in revenues and an insurance settlement, partially offset by increased operating expenses due to a lengthening of the anticipated timeframe over which we expect to incur certain operating expenses related to the lease portfolio.

For the three months ended June 30, 2003, we recorded an after-tax loss on the discontinuance of our mortgage and leasing businesses of $2.0 million. The components of this net loss include a pretax loss on the discontinuance of the mortgage business of $2.6 million, a pretax loss on the discontinuance of the leasing business of $600 thousand, and a tax benefit of $1.2 million. The loss on the discontinuance of the mortgage business represents an increase in our estimated future costs of mortgage business-related contingent liabilities, due primarily to a lengthening of the anticipated timeframe of the resolution for those contingent liabilities, which included an extension of the discovery process and a delay in the scheduled trial date in the original litigation with Chase. The loss on the discontinuance of the leasing business represents an adjustment in our estimate of operating results of the leasing segment over the remaining life of the lease portfolio. The decrease in estimated operating results of the leasing segment was primarily associated with an unfavorable sales tax assessment, partially offset by favorable credit performance on the leasing portfolio.

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OFF-BALANCE SHEET ARRANGEMENTS

Off-balance sheet securitizations provide a significant portion of our funding and they are one of our primary sources of liquidity. At June 30, 2004, off-balance sheet securitized receivables represented 64% of our funding. These transactions enable us to limit our credit risk in the securitized receivables to the amount of our retained interests in securitizations. We had $150.0 million of retained interests in securitizations at June 30, 2004 and at December 31, 2003.

The following table summarizes business credit card securitization data including income and cash flows:

                                 
    Three Months Ended
  Six Months Ended
    June 30,   June 30,   June 30,   June 30,
($ in thousands)
  2004
  2003
  2004
  2003
Average securitized receivables
  $ 2,532,885     $ 2,290,671     $ 2,524,208     $ 2,231,572  
Securitization income
    32,627       31,752       65,167       61,362  
Discount accretion
    4,276       4,373       8,878       7,965  
Interchange income
    28,801       23,521       54,745       43,925  
Servicing revenues
    12,499       9,873       24,632       19,900  
Proceeds from new securitizations
    0       226,851       90,000       299,376  
Proceeds from collections reinvested in revolving-period securitizations
    1,633,689       710,553       3,257,245       1,768,945  
Cash flows received on retained interests
    68,208       84,702       134,890       133,002  

See Note 6 to the consolidated financial statements for the key assumptions used in estimating the fair value of retained interests in securitizations as of June 30, 2004 and December 31, 2003 and for the three and six months ended June 30, 2004 and 2003.

We have a $280 million committed commercial paper conduit facility that provides off-balance sheet funding, $90 million of which was used at June 30, 2004. In June 2004, this facility was renewed through June 14, 2005.

Each of our business credit card securitization series has a date that the revolving period is scheduled to end. The revolving periods for each of the series in our securitization trust, except Series 1997-A, may be extended for up to seven months past the scheduled end of the revolving period, if the payment rates on the receivables in the trust meet certain thresholds. Based on current payment rates, we do not anticipate that any of our business credit card securitization series will end their revolving period in 2004.

In June 2003, the FASB issued an exposure draft, “Qualifying Special-Purpose Entities and Isolation of Transferred Assets – An Amendment of FASB Statement No. 140.” The changes and clarifications in the proposed statement would prevent derecognition by transferors that may continue to retain effective control of transferred assets by providing financial support other than a subordinated retained interest or making decisions about beneficial interests. The changes would also help to ensure that variable interest entities will not qualify for the qualifying special-purpose entity exception to FASB Interpretation No. 46, as revised, if any party involved is in a position to enhance or protect the value of its own subordinated interest by providing financial support for or making decisions about reissuing beneficial interests. For public entities, this proposed

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statement would apply prospectively to transfers of assets occurring after the beginning of the first interim period after the issuance of the final statement. In June 2004, the FASB announced plans to issue a revised exposure draft in the fourth quarter of 2004 and a final standard in the second quarter of 2005. Management will evaluate any potential impact of this revised proposed statement when it is available.

MARKET RISK SENSITIVITY

Market risk is the potential for loss or diminished financial performance arising from adverse changes in market forces including interest rates and market prices. Market risk sensitivity is the degree to which a financial instrument, or a company that owns financial instruments, is exposed to market forces. Fluctuations in interest rates, changes in economic conditions, shifts in customer behavior, and other factors can affect our financial performance. Changes in economic conditions and shifts in customer behavior are difficult to predict, and our financial performance generally cannot be insulated from these forces.

We measure our interest rate risk using a rising rate scenario and a declining rate scenario. Net interest income is estimated using a third party software model that uses standard income modeling techniques. We also measure the effect of interest rate risk on our managed net interest income, which includes net interest income on owned assets and net interest income on securitized receivables. The measurement of managed net interest income in addition to net interest income on owned assets is meaningful because our securitization income fluctuates with yields on securitized receivables and interest rates earned by noteholders. Both increasing and decreasing rate scenarios assume an instantaneous shift in rates and measure the corresponding change in expected net interest income as compared to a base case scenario. As of June 30, 2004 and December 31, 2003, we estimated that our net interest income would change as follows over a twelve-month period:

                 
    June 30,   December 31,
    2004
  2003
Estimated percentage increase (decrease) in net interest income on owned receivables:
               
Assuming 200 basis point increase in interest rates
    11 %     11 %
Assuming 200 basis point decrease in interest rates
    (5 )%     3 %
Estimated percentage increase (decrease) in net interest income on securitized receivables:
               
Assuming 200 basis point increase in interest rates
    (5 )%     (5 )%
Assuming 200 basis point decrease in interest rates
    10 %     9 %
Estimated percentage increase (decrease) in net interest income on managed receivables:
               
Assuming 200 basis point increase in interest rates
    (2 )%     (2 )%
Assuming 200 basis point decrease in interest rates
    7 %     8 %

Our business credit card receivables include interest rate floors that cause our net interest income on managed receivables to rise in the declining rate scenario. Our net interest income on managed receivables decreases in a rising rate scenario due to the variable rate funding of off-balance sheet securitized receivables and the portion of the business credit card portfolio that is effectively at a fixed rate because of the nature of the pricing of the accounts or because the cardholder pays their balance in full each month resulting in an effective fixed yield of 0%.

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Changes in the composition of our balance sheet and the interest rate environment have also impacted the results of the net interest income sensitivity analyses.

The above estimates of net interest income sensitivity alone do not provide a comprehensive view of our exposure to interest rate risk. The quantitative risk information is limited by the parameters and assumptions utilized in generating the results. These analyses are useful only when viewed within the context of the parameters and assumptions used. The above rate scenarios do not reflect management’s expectation regarding the future direction of interest rates, and they depict only two possibilities out of a large set of possible scenarios.

LIQUIDITY, CAPITAL RESOURCES AND ANALYSIS OF FINANCIAL CONDITION

Our goal is to maintain an adequate level of liquidity, for both long-term and short-term needs, through active management of both assets and liabilities. Since Advanta Corp.’s debt rating is not investment grade, our access to unsecured, institutional debt is limited. However, we do have access to diverse funding sources as described below, and had a high level of liquidity at June 30, 2004. At June 30, 2004, we had $289 million of federal funds sold, $230 million of receivables held for sale, and $180 million of investments, which could be sold to generate additional liquidity.

Components of funding were as follows:

                                 
    June 30, 2004
  December 31, 2003
($ in thousands)
  Amount
  %
  Amount
  %
Off-balance sheet securitized receivables(1)
  $ 2,454,849       64 %   $ 2,371,819       62 %
Deposits
    647,104       17       672,204       18  
Debt and other borrowings
    291,226       7       314,817       8  
Subordinated debt payable to preferred securities trust
    103,093       3       103,093       3  
Equity
    366,612       9       341,207       9  
 
   
 
     
 
     
 
     
 
 
Total
  $ 3,862,884       100 %   $ 3,803,140       100 %
 
   
 
     
 
     
 
     
 
 

(1)   Includes off-balance sheet business credit card receivables. Excludes our ownership interests in the noteholder principal balance of securitizations (subordinated trust assets) that are held on-balance sheet and classified as retained interests in securitizations.

As shown above in the components of funding table, off-balance sheet securitizations provide a significant portion of our funding and they are one of our primary sources of liquidity. See the “Off-Balance Sheet Arrangements” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion of off-balance sheet securitizations and their impact on our liquidity, capital resources and financial condition. In order to further diversify our sources of funding, we anticipate increasing the percentage of receivables that are held on-balance sheet in the second half of 2004, and expect off-balance sheet securitized receivables to represent approximately 60% of our funding at December 31, 2004, as compared to 64% at June 30, 2004. Given our current expectations, we may not have any significant public business card securitizations in the remainder of 2004.

We continue to offer unsecured debt securities of Advanta Corp., in the form of RediReserve Certificates and Investment Notes, to retail investors through our

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retail note program. We change the interest rates we offer frequently, depending on market conditions and our funding needs. In the three and six months ended June 30, 2004, we reduced originations of retail notes due to our liquidity position and, as a result, the balance of RediReserve Certificates and Investment Notes outstanding decreased by $33.6 million in the six months ended June 30, 2004 to $281 million at June 30, 2004. Based on anticipated liquidity needs, we plan to continue reducing originations of retail notes during the remainder of 2004.

In June 2004, we exercised an option to extend the term of an existing operating lease for five years through 2010 for office space used for certain business card operations and general business purposes. The minimum lease payments under the extension will be $2.5 million in each of the years 2006 through 2009 and $2.0 million in 2010.

On February 2, 2004, the court issued its final judgment and order in the Delaware Chancery Court litigation with Fleet. In early February 2004, the escrow agent released $63.8 million from the escrow account to Fleet in satisfaction of all amounts due to Fleet in connection with this litigation and the $10.5 million of funds remaining in the escrow account were released and transferred from the restricted escrow account to an unrestricted cash account. At December 31, 2003, the escrow account was included in restricted interest-bearing deposits on the consolidated balance sheet. In accordance with the court’s order, the payment to Fleet was net of amounts due to Advanta from Fleet. As a result of the court’s order and payment to Fleet in February 2004, there was a decrease in other assets and other liabilities as of the payment date. There was no impact to the results of our operations since, based on the final judgment and order, our reserves at December 31, 2003 were adequate. In March 2004, we filed a notice of appeal to commence the appeals process related to this final judgment and order. On May 28, 2004, we reached an agreement with Bank of America to resolve all outstanding litigation, including partnership tax disputes, between Advanta and FleetBoston Financial Corporation, which was recently acquired by Bank of America. Under the agreement, Bank of America will pay Advanta $63.8 million in cash which represents a return of the payments made to Fleet in February 2004 described above. That payment will be made following IRS approval of the settlement of the tax disputes. We expect our book value would increase by approximately $2.45 per share as a result of the agreement and other considerations associated with the agreement. We anticipate that the $63.8 million of cash will be used for general corporate purposes and to enable us to have lower debt levels than would otherwise be the case. See Note 8 to the consolidated financial statements for further discussion.

Advanta Corp. and its subsidiaries are involved in other litigation, including litigation relating to the Mortgage Transaction, class action lawsuits, claims and legal proceedings arising in the ordinary course of business or discontinued operations, including litigation arising from our operation of the mortgage business prior to our exit from that business in the first quarter of 2001. See Note 8 to the consolidated financial statements for further discussion. Management believes that the aggregate loss, if any, resulting from existing litigation, claims and other legal proceedings will not have a material adverse effect on our liquidity or capital resources based on our current expectations regarding the ultimate resolutions of these actions. However, due to the inherent uncertainty in litigation and since the ultimate resolutions of these proceedings are influenced by factors outside of our control, it is reasonably possible that the estimated cash flow related to these proceedings may change or that actual results will differ from our estimates.

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In February 2004, the Board of Directors of Advanta Corp. approved a 50% increase in the regular quarterly cash dividends per share beginning in the second quarter of 2004. We funded the increase in dividends with operating cash flows.

Our bank subsidiaries are subject to regulatory capital requirements and other regulatory provisions that restrict their ability to lend and/or pay dividends to Advanta Corp. and its affiliates. Advanta Bank Corp. issues and funds our business credit cards and is the servicer of our discontinued leasing business. Advanta Bank Corp. paid dividends to Advanta Corp. of $20 million in March 2004 and $5 million in June 2004. At June 30, 2004, Advanta Bank Corp.’s combined total capital ratio (combined Tier I and Tier II capital to risk-weighted assets) was 28.15% as compared to 26.28% at December 31, 2003. At both dates, Advanta Bank Corp. had capital in excess of levels a bank is required to maintain to be classified as well-capitalized under the regulatory framework for prompt corrective action. Prior to our exit from the mortgage business in the first quarter of 2001, Advanta National Bank issued and funded a large portion of our mortgage business. Advanta National Bank’s operations are currently not material to our consolidated operating results. Our insurance subsidiaries are also subject to certain capital and dividend rules and regulations as prescribed by state jurisdictions in which they are authorized to operate. Management believes that these restrictions, for both bank and insurance subsidiaries, will not have an adverse effect on Advanta Corp.’s ability to meet its cash obligations due to the current levels of liquidity and diversity of funding sources.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. These forward-looking statements may be identified by the use of forward-looking phrases such as “will likely result,” “may,” “are expected to,” “is anticipated,” “estimate,” “projected,” “intends to” or other similar words or phrases. The most significant among these risks and uncertainties are:

  (1)   our managed net interest income including changes resulting from fluctuations in the volume of receivables and the range and timing of pricing offers to cardholders;
 
  (2)   competitive pressures;
 
  (3)   political conditions, social conditions, monetary and fiscal policies and general economic conditions that affect the level of new account originations, customer spending, delinquencies and charge-offs;
 
  (4)   factors affecting fluctuations in the number of accounts or receivable balances including the retention of cardholders after promotional pricing periods have expired;
 
  (5)   interest rate fluctuations;
 
  (6)   the level of expenses;
 
  (7)   the timing of the securitizations of our receivables;
 
  (8)   factors affecting the value of investments that we hold;
 
  (9)   the effects of government regulation, including restrictions and limitations imposed by banking laws, regulators, examinations, and Advanta National Bank’s agreements with its regulators;
 
  (10)   effect of, and changes in, tax laws, rates, regulations and policies;
 
  (11)   relationships with customers, significant vendors and business partners;
 
  (12)   difficulties or delays in the development, production, testing and marketing of products or services;
 
  (13)   the amount and cost of financing available to us;
 
  (14)   the ratings on our debt and the debt of our subsidiaries;
 
  (15)   revisions to estimates associated with the discontinuance of our mortgage and leasing businesses;

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  (16)   obtaining Internal Revenue Service approval of the settlement of the tax disputes, as required under the agreement with Bank of America;
 
  (17)   the impact of litigation;
 
  (18)   the proper design and operation of our disclosure controls and procedures; and
 
  (19)   the ability to attract and retain key personnel.

Additional risks that may affect our future performance are set forth elsewhere in this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2003 and in our other filings with the Securities and Exchange Commission.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this item is set forth in “Item 2-Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report on Form 10-Q. See “Market Risk Sensitivity.”

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, rather than absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

An evaluation was performed by management with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2004, our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. There have been no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, these internal controls over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The legal proceedings and claims described under the heading captioned “Commitments and Contingencies” in Note 8 of the Notes to Consolidated Financial Statements set forth in Part I, Item 1 of this Quarterly Report are hereby incorporated by reference.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)   Advanta Corp. held its Annual Meeting of Stockholders on June 9, 2004 (the “Annual Meeting”).
 
(b)   Dennis Alter, Dana Becker Dunn, Arthur P. Bellis and Robert S. Blank were the nominees for director who were included in the proxy statement sent to stockholders of record in connection with the Annual Meeting and each received sufficient votes at the Annual Meeting, in person or by proxy, to be reelected to the Board. However, Mr. Bellis did not stand for reelection because prior to the Annual Meeting he retired from the Board of Directors. In addition to Ms. Becker Dunn and Messrs. Alter and Blank, the following directors’ terms of office continued after the Annual Meeting: Max Botel, Ronald Lubner, Robert H. Rock, Olaf Olafsson, William A. Rosoff and Michael Stolper.
 
(c)   The following proposal was submitted to a vote of stockholders.

The election of four directors to hold office until the 2007 Annual Meeting of Stockholders.

                 
NOMINEES
  VOTES FOR
  VOTES WITHHELD
Dennis Alter
    8,332,783       336,725  
Dana Becker Dunn
    8,018,834       650,674  
Arthur P. Bellis
    8,354,917 *     314,591 *
Robert S. Blank
    8,055,439       614,069  

  *   Mr. Bellis did not stand for reelection at the Annual Meeting because prior to the Annual Meeting he retired from the Board of Directors. See Item 4(b) above.

(d)   Not required.

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits – The following exhibits are being filed with this report on Form 10-Q.

     
Exhibit    
Number
  Description of Document
10.1
  Agreement relating to Fleet Credit Card Services, L.P., dated as of May 28, 2004, by and between Advanta Corp., Advanta National Bank, Advanta Service Corp., Fleet Credit Card Holdings, Inc., Fleet Credit Card Services, L.P. and Bank of America Corp.
 
   
10.2
  Letter Agreement between Advanta Corp. and Brian Tierney dated June 8, 2004.
 
   
10.3
  Relocation Agreement by and between Advanta Corp. and John F. Moore, dated as of May 20, 2004.
 
   
10.4
  Letter Agreement between Advanta Corp. and Arthur Bellis dated June 8, 2004.
 
   
12
  Consolidated Computation of Ratio of Earnings to Fixed Charges
 
   
31.1
  Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
31.2
  Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
32.1
  Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
   
32.2
  Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)   Reports on Form 8-K

  (b)(1)   A Current Report on Form 8-K, dated April 22, 2004, was filed by Advanta setting forth the financial highlights of Advanta’s results of operations for the quarter ended March 31, 2004.
 
  (b)(2)   A Current Report on Form 8-K, dated April 22, 2004, was filed by Advanta for the purpose of filing disclosures made during the April 22, 2004 conference call discussing the company’s results for the quarter ended March 31, 2004.
 
  (b)(3)   A Current Report on Form 8-K, dated June 21, 2004, was filed by Advanta announcing that it had reached an agreement with Bank of America Corp. to resolve all outstanding litigation, including partnership tax disputes, between Advanta and FleetBoston Financial Corporation, which was recently acquired by Bank of America. The agreement is subject to the Internal Revenue Service’s final approval of the settlement of the tax disputes.

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SIGNATURES

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

     
  Advanta Corp.
(Registrant)
 
   
By
  /s/ Philip M. Browne
 
 
Senior Vice President and
Chief Financial Officer
August 6, 2004
 
   
By
  /s/ David B. Weinstock
 
 
Vice President and
Chief Accounting Officer
August 6, 2004

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EXHIBIT INDEX

         
        Manner of
Exhibit
  Description
  Filing
10.1
  Agreement relating to Fleet Credit Card Services, L.P., dated as of May 28, 2004, by and between Advanta Corp., Advanta National Bank, Advanta Service Corp., Fleet Credit Card Holdings, Inc., Fleet Credit Card Services, L.P. and Bank of America Corp.   *
 
       
10.2
  Letter Agreement between Advanta Corp. and Brian Tierney dated June 8, 2004.   *
 
       
10.3
  Relocation Agreement by and between Advanta Corp. and John F. Moore, dated as of May 20, 2004   *
 
       
10.4
  Letter Agreement between Advanta Corp. and Arthur Bellis dated June 8, 2004.   *
 
       
12
  Consolidated Computation of Ratio of Earnings to Fixed Charges   *
 
       
31.1
  Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   *
 
       
31.2
  Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   *
 
       
32.1
  Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   *
 
32.2
  Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   *

*   Filed electronically herewith.

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