e10vq
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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 September 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:                                             001-12351

METRIS COMPANIES INC.

(Exact name of Registrant as specified in its charter)
     
Delaware   41-1849591
(State of Incorporation)   (I.R.S. Employer Identification No.)

10900 Wayzata Boulevard, Minnetonka, Minnesota 55305-1534
(Address of principal executive offices)

(952) 525-5020
(Registrant’s telephone number)

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

As of October 31, 2004, 57,970,527 shares of the registrant’s common stock, par value $.01 per share, were outstanding.

 


METRIS COMPANIES INC.

FORM 10-Q

TABLE OF CONTENTS

September 30, 2004

         
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 Certification of Principal Executive Officer
 Certification of Principal Financial Officer
 Certification of Principal Executive Officer to Section 1350
 Certification of Principal Financial Officer to Section 1350

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Part I. Financial Information

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

METRIS COMPANIES INC. AND SUBSIDIARIES

Consolidated Balance Sheets
(In thousands, except per share data)
                 
    September 30,    
    2004   December 31,
    (Unaudited)
  2003
Assets:
               
Cash and due from banks
  $ 23,683     $ 32,076  
Federal funds sold
    49,395       25,300  
Short-term investments
    330,452       121,109  
 
   
 
     
 
 
Cash and cash equivalents
    403,530       178,485  
 
   
 
     
 
 
Liquidity reserve deposit
    79,655       80,158  
Credit card loans
    70,389       128,615  
Less: Allowance for loan losses
    14,293       45,492  
 
   
 
     
 
 
Net credit card loans
    56,096       83,123  
 
   
 
     
 
 
Retained interests in loans securitized
    839,408       836,901  
Property and equipment, net
    26,399       33,680  
Purchased portfolio premium
    10,745       17,561  
Other receivables due from credit card securitizations, net
    74,941       80,714  
Other assets
    62,724       81,774  
 
   
 
     
 
 
Total assets
  $ 1,553,498     $ 1,392,396  
 
   
 
     
 
 
Liabilities:
               
Deposits
  $ 3,735     $ 6,262  
Debt
    448,398       350,448  
Accounts payable
    38,280       32,397  
Deferred income
    12,181       18,060  
Accrued expenses and other liabilities
    105,247       76,036  
 
   
 
     
 
 
Total liabilities
    607,841       483,203  
 
   
 
     
 
 
Stockholders’ Equity:
               
Convertible preferred stock – par value $.01 per share; 10,000,000 shares authorized, 1,350,931 and 1,263,699 shares issued and outstanding, respectively
    503,222       470,728  
Common stock, par value $.01 per share; 300,000,000 shares authorized, 65,099,618 and 64,862,314 shares issued, respectively
    651       649  
Paid-in capital
    233,042       229,655  
Unearned compensation
          (27 )
Treasury stock – 7,055,300 shares
    (58,308 )     (58,308 )
Retained earnings
    267,050       266,496  
 
   
 
     
 
 
Total stockholders’ equity
    945,657       909,193  
 
   
 
     
 
 
Total liabilities and stockholders’ equity
  $ 1,553,498     $ 1,392,396  
 
   
 
     
 
 

See accompanying Notes to Consolidated Financial Statements.

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METRIS COMPANIES INC. AND SUBSIDIARIES

Consolidated Statements of Income
(In thousands, except earnings per-share data) (Unaudited)
                                 
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
    2004
  2003
  2004
  2003
Revenues:
                               
Loss on new securitization of receivables to the Metris Master Trust
  $     $ (23,015 )   $ (91,886 )   $ (55,214 )
Loss on replenishment of receivables to the Metris Master Trust
    (21,972 )     (35,792 )   $ (71,353 )   $ (127,574 )
Discount accretion
    63,747       85,549       185,287       240,035  
Interest-only revenue
    87,316       60,694       217,385       151,374  
Change in fair value
    25,518       33,564       94,202       (70,333 )
Transaction and other costs
    (6,634 )     (27,221 )     (91,018 )     (64,772 )
 
   
 
     
 
     
 
     
 
 
Securitization income
    147,975       93,779       242,617       73,516  
Servicing income on securitized receivables
    32,496       43,849       102,580       136,997  
Credit card loan and other interest income
    4,549       24,656       14,665       88,249  
Credit card loan fees, interchange and other income
    3,736       17,934       19,816       67,713  
Enhancement services income
    5,692       16,549       20,148       99,748  
Loss on sale of credit card loans
          (117,183 )           (117,183 )
Gain on sale of membership and warranty business
          80,391             80,391  
 
   
 
     
 
     
 
     
 
 
Total revenues
    194,448       159,975       399,826       429,431  
 
   
 
     
 
     
 
     
 
 
Expenses:
                               
Interest expense
    14,056       22,296       46,701       60,353  
Provision for loan losses
    1,408       33,019       (5,175 )     107,838  
Credit card account and other product solicitation and marketing expenses
    17,190       19,325       48,848       85,045  
Employee compensation
    31,554       41,997       106,222       141,099  
Data processing services and communications
    12,203       16,770       42,452       52,982  
Credit protection claims expense
    3,421       6,585       14,805       26,537  
Occupancy and equipment
    5,442       8,716       17,827       27,253  
Purchased portfolio premium amortization
    2,241       8,107       6,743       21,102  
Asset impairments, lease write-offs and severance
    1,242       29,976       4,515       52,764  
Loss on sale of deposits
          32,963             32,963  
Other
    20,502       32,397       63,837       78,711  
 
   
 
     
 
     
 
     
 
 
Total expenses
    109,259       252,151       346,775       686,647  
 
   
 
     
 
     
 
     
 
 
Income (loss) before income taxes
    85,189       (92,176 )     53,051       (257,216 )
Income tax expense (benefit)
    23,425       (17,198 )     20,003       (74,660 )
 
   
 
     
 
     
 
     
 
 
Net income (loss)
    61,764       (74,978 )     33,048       (182,556 )
Convertible preferred stock dividends
    11,073       10,131       32,494       29,728  
 
   
 
     
 
     
 
     
 
 
Net income (loss) after preferred dividends
  $ 50,691     $ (85,109 )   $ 554     $ (212,284 )
 
   
 
     
 
     
 
     
 
 
Earnings (loss) per common share:
                               
Basic
                               
Distributed
  $     $     $     $  
Undistributed
    0.49       (1.48 )     0.01       (3.70 )
 
   
 
     
 
     
 
     
 
 
Total Basic
  $ 0.49     $ (1.48 )   $ 0.01     $ (3.70 )
 
   
 
     
 
     
 
     
 
 
Total Diluted
  $ 0.48     $ (1.48 )   $ 0.01     $ (3.70 )
 
   
 
     
 
     
 
     
 
 
Shares used to compute earnings (loss) per common share:
                               
Basic
    57,981       57,546       57,899       57,426  
Diluted
    58,915       57,546       58,830       57,426  

See accompanying Notes to Consolidated Financial Statements.

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METRIS COMPANIES INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity
(In thousands)
                                                                         
                                                                    Total
    Number of   Shares   Preferred   Common   Paid-in   Unearned   Treasury   Retained   Stockholders’
    Preferred
  Common
  Stock
  Stock
  Capital
  Compensation
  Stock
  Earnings
  Equity
BALANCE AT DECEMBER 31, 2002
    1,156       57,168     $ 430,642     $ 642     $ 227,376     $     $ (58,308 )   $ 454,321     $ 1,054,673  
Net loss
                                              (182,556 )     (182,556 )
Preferred dividends in kind
    80             29,728                               (29,728 )      
Issuance of common stock under employee benefit plans
          426             4       2,547                         2,551  
Deferred compensation obligation
          303             3       546       (549 )                  
Restricted stock forfeitures
          (41 )                 (76 )     76                    
Amortization of restricted stock
                                  315                   315  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
 
BALANCE AT SEPTEMBER 30, 2003 (Unaudited)
    1,236       57,856     $ 460,370     $ 649     $ 230,393     $ (158 )   $ (58,308 )   $ 242,037     $ 874,983  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
 
BALANCE AT DECEMBER 31, 2003
    1,264       57,807     $ 470,728     $ 649     $ 229,655     $ (27 )   $ (58,308 )   $ 266,496     $ 909,193  
Net income
                                              33,048       33,048  
Preferred dividends in kind
    87             32,494                               (32,494 )      
Issuance of common stock under employee benefit plans
          287             2       3,477                         3,479  
Deferred compensation obligation
                            (85 )                       (85 )
Restricted stock forfeitures
          (50 )                 (5 )     4                   (1 )
Amortization of restricted stock
                                  23                   23  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
 
BALANCE AT SEPTEMBER 30, 2004 (Unaudited)
    1,351       58,044     $ 503,222     $ 651     $ 233,042     $     $ (58,308 )   $ 267,050     $ 945,657  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
 

See accompanying Notes to Consolidated Financial Statements.

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METRIS COMPANIES INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows
(Dollars in thousands) (Unaudited)
                 
    Nine Months Ended
    September 30,
    2004
  2003
Operating Activities:
               
Net income (loss)
  $ 33,048     $ (182,556 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
               
Depreciation, amortization, and accretion
    (157,845 )     (135,733 )
Provision for loan losses
    (5,175 )     107,838  
Loss from credit card securitizations
    163,239       182,788  
Gain on sale of membership club and warranty business
          (80,391 )
Asset impairments, lease write-offs, and severance
    4,515       52,764  
Loss on sale of deposits
          32,963  
Loss on sale of credit card loans
          117,183  
Market loss on derivative financial instruments
    8,564       6,169  
Changes in operating assets and liabilities, net:
               
Liquidity Reserve deposit
    503       (83,875 )
Fair value of retained interests in loans securitized
    (94,202 )     70,333  
Spread accounts receivable
    207,520       (242,290 )
Other receivables due from credit card securitizations
    5,773       24,981  
Accounts payable and accrued expenses
    30,579       (12,007 )
Deferred income
    (5,879 )     (37,568 )
Other
    16,310       (19,305 )
 
   
 
     
 
 
Net cash provided by (used in) operating activities
    206,950       (198,706 )
 
   
 
     
 
 
Investing Activities:
               
Proceeds from transfers of portfolios to the Metris Master Trust
          670,965  
Net cash from loan originations and principal collections on loans receivable
    (89,993 )     (534,797 )
Proceeds from sales of credit card portfolios to third parties
    27,870       494,784  
Proceeds from sale of membership club and warranty business
          45,000  
Net (additions) disposals of property and equipment
    (1,984 )     24,613  
 
   
 
     
 
 
Net cash (used in) provided by investing activities
    (64,107 )     700,565  
 
   
 
     
 
 
Financing Activities:
               
Proceeds from issuance of debt
    283,974       125,606  
Repayment of debt
    (202,724 )     (132,417 )
Sale of deposits
          (559,282 )
Net decrease in deposits
    (2,527 )     (327,174 )
Premium paid and transaction costs on sale of deposits
          (32,963 )
Proceeds from issuance of common stock
    3,479       2,551  
 
   
 
     
 
 
Net cash provided by (used in) financing activities
    82,202       (923,679 )
 
   
 
     
 
 
Net increase (decrease) in cash and cash equivalents
    225,045       (421,820 )
Cash and cash equivalents at beginning of period
    178,485       580,232  
 
   
 
     
 
 
Cash and cash equivalents at end of period
  $ 403,530     $ 158,412  
 
   
 
     
 
 
Supplemental disclosures and cash flow information:
               
Cash paid (received) during the period for:
               
Interest
  $ 36,945     $ 59,395  
Income taxes
    (34,997 )     (78,131 )
Tax benefit from employee stock option exercises
    208       1  

See accompanying Notes to Consolidated Financial Statements.

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METRIS COMPANIES INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Dollars in thousands, except as noted) (Unaudited)

NOTE 1 — ORGANIZATION AND BASIS OF PRESENTATION

     The consolidated financial statements include the accounts of Metris Companies Inc. (“MCI”) and its subsidiaries. MCI’s principal subsidiaries are Direct Merchants Credit Card Bank, National Association (“Direct Merchants Bank” or the “Bank”), Metris Direct, Inc. and Metris Receivables, Inc. (“MRI”). MCI and its subsidiaries, as applicable, may be referred to as “we,” “us,” “our” or the “Company.” We are an information-based direct marketer of consumer lending products.

     All dollar amounts are presented as pre-tax amounts unless otherwise noted. We have eliminated all significant intercompany balances and transactions in consolidation.

     During the first quarter of 2004 we reclassified financial statement line items to more accurately reflect the continuing operations of our business. In prior periods we classified interest income from credit card loans, federal funds sold, and other as total interest income. For all periods presented, total interest income is classified as “Credit card loan and other interest income.” In prior periods we classified interest expense from deposits and other as total interest expense. For all periods presented total interest expense has been reclassified as “Interest expense.”

Interim Financial Statements

     We have prepared the unaudited interim consolidated financial statements and related unaudited financial information in the footnotes in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. These interim financial statements reflect all adjustments consisting of normal recurring accruals, which, in the opinion of management, are necessary to present fairly our consolidated financial position and the results of our operations and our cash flows for the interim periods. You should read these consolidated financial statements in conjunction with the financial statements and the notes thereto contained in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003. The nature of our business is such that the results of any interim period may not be indicative of the results to be expected for the entire year.

Pervasiveness of Estimates

     We have prepared the consolidated financial statements in accordance with GAAP, which requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. The most significant and subjective of these estimates are our determination of the valuation of our “Retained interests in loans securitized” and our determination of the “Allowance for loan losses.” The significant factors susceptible to future change that have an impact on these estimates include default rates, net interest spreads, payment rates, liquidity and the ability to finance future receivables activity and overall economic conditions. As a result, the fair value of our “Retained interests in loans securitized” and the actual losses in our “Credit card loan” portfolio as of September 30, 2004 and December 31, 2003, could materially differ from these estimates.

Comprehensive Income

     SFAS No. 130 “Reporting Comprehensive Income,” does not apply to our current financial results and therefore, net income equals comprehensive income.

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NOTE 2 – ACCOUNTING CHANGES

     In October, 2004, the Financial Accounting Standards Board (“FASB”) concluded that Statement 123R, Share-Based Payment, which will require all companies to measure and record in the income statement compensation cost for all share-based payments (including employee stock options) at fair value, would be effective for public companies for interim or annual periods beginning after June 15, 2005. The FASB plans to issue the final statement on or around December 15, 2004. We do not expect the adoption of Statement 123R will have a material impact on our financial statements.

     In March 2004, the Emerging Issues Task Force (“EITF”) reached a consensus on EITF Issue No. 03-6 “Participating Securities and the two-class method under FASB Statement 128,” (the “Consensus” or “EITF 03-6”). The Consensus requires net income to be reduced by the amount of dividends declared in the current period for each class of stock and by the contractual amount of dividends or other participation payments that are paid or accumulated for the current period. Undistributed earnings for the period are allocated to participating securities based on the contractual participation rights of the security to share in those current earnings assuming all earnings for the period are distributed. Our preferred shareholders have contractual participation rights on a converted basis that are equivalent to those of common shareholders. Therefore, we allocate undistributed earnings to preferred and common shareholders based on their respective ownership percentage, on a converted basis, as of the end of the period. The guidance in EITF 03-6 is effective for fiscal periods (interim or annual) beginning after March 31, 2004. Companies are required to restate prior period earnings per share amounts to conform to the guidance in EITF 03-6 upon adoption.

     The following table presents basic and diluted earnings (loss) per share using the two-class method for the first quarter of 2004 and the previous five annual periods:

                                                 
    Three    
    months    
    ended   Twelve months ended
    March 31,   December 31,
    2004
  2003
  2002
  2001
  2000
  1999
As Previously Reported:
                                               
Basic earnings (loss) per share
  $ 0.47     $ (3.27 )   $ (0.66 )   $ 1.64     $ 2.08     $ 1.50  
Diluted earnings (loss) per share
  $ 0.47     $ (3.27 )   $ (0.66 )   $ 1.61     $ 2.01     $ 1.44  
As Restated:
                                               
Basic Earnings (Loss) per Share
                                               
Distributed – Preferred(1)
  $ 8.38     $ 32.78     $ 34.00     $ 33.99     $ 33.79     $ 147.43  
Undistributed – Preferred
    10.80                   43.19       52.06        
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Basic – Preferred
  $ 19.18     $ 32.78     $ 34.00     $ 77.18     $ 85.85     $ 147.43  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Distributed – Common
  $     $     $ 0.04     $ 0.04     $ 0.03     $ 0.02  
Undistributed – Common
    0.30       (3.27 )     (0.70 )     1.25       1.72       (0.31 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Basic – Common
  $ 0.30     $ (3.27 )   $ (0.66 )   $ 1.29     $ 1.75     $ (0.29 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Diluted Earnings (Loss) per Share
                                               
Distributed – Common
  $     $     $ 0.04     $ 0.04     $ 0.03     $ 0.02  
Undistributed – Common
    0.30       (3.27 )     (0.70 )     1.21       1.63       (0.31 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Diluted – Common
  $ 0.30     $ (3.27 )   $ (0.66 )   $ 1.25     $ 1.66     $ (0.29 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 

(1) 1999 results include a one-time, non-cash, accounting adjustment of $101.6 million related to the conversion of Series B Preferred Stock, which is included in distributed earnings to preferred shareholders.

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NOTE 3 – EARNINGS (LOSS) PER SHARE

     The following table presents the computation of earnings (loss) per share.

                                 
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
    2004
  2003
  2004
  2003
Net income (loss)
  $ 61,764     $ (74,978 )   $ 33,048     $ (182,556 )
Convertible preferred stock dividends
    11,073       10,131       32,494       29,728  
 
   
 
     
 
     
 
     
 
 
Net income (loss) after preferred dividends
  $ 50,691     $ (85,109 )   $ 554     $ (212,284 )
 
   
 
     
 
     
 
     
 
 
Convertible preferred stock dividends
  $ 11,073     $ 10,131     $ 32,494     $ 29,728  
Weighted average preferred shares
    1,321       1,209       1,293       1,182  
 
   
 
     
 
     
 
     
 
 
Distributed earnings per share — Preferred
  $ 8.38     $ 8.38     $ 25.13     $ 25.15  
 
   
 
     
 
     
 
     
 
 
Undistributed income (loss)
  $ 50,691     $ (85,109 )   $ 554     $ (212,284 )
Preferred ownership on a converted basis
    44 %     43 %     44 %     43 %
 
   
 
     
 
     
 
     
 
 
Preferred shareholders interest in undistributed income (loss)(1)
  $ 22,304     $     $ 244     $  
 
   
 
     
 
     
 
     
 
 
Weighted average preferred shares
    1,321       1,209       1,293       1,182  
 
   
 
     
 
     
 
     
 
 
Undistributed earnings per share – Preferred
  $ 16.88     $     $ 0.19     $  
 
   
 
     
 
     
 
     
 
 
Undistributed income (loss)
  $ 50,691     $ (85,109 )   $ 554     $ (212,284 )
Common ownership
    56 %     57 %     56 %     57 %
 
   
 
     
 
     
 
     
 
 
Common shareholders interest in undistributed income (loss)(1)
  $ 28,387     $ (85,109 )   $ 310     $ (212,284 )
 
   
 
     
 
     
 
     
 
 
Weighted average common shares outstanding - Basic
    57,981       57,546       57,899       57,426  
Common share equivalents(2)
    934             931        
 
   
 
     
 
     
 
     
 
 
Shares used to compute earnings (loss) per common share — Diluted
    58,915       57,546       58,830       57,426  
 
   
 
     
 
     
 
     
 
 
Total basic earnings per share – Common
  $ 0.49     $ (1.48 )   $ 0.01     $ (3.70 )
Total diluted earnings per share – Common
  $ 0.48     $ (1.48 )   $ 0.01     $ (3.70 )

(1) Preferred shareholders do not participate in any undistributed losses with common shareholders.
 
(2) For the three- and nine-month periods ended September 30, 2003 conversion of common share equivalents is not assumed because such conversion would be anti-dilutive.

NOTE 4 – STOCK-BASED COMPENSATION PLANS

     We recognize compensation cost for stock-based employee compensation plans based on the difference, if any, between the quoted market price of the stock on the date of grant and the amount an employee must pay to acquire the stock. No expense was reflected in net loss related to stock options as all options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. For the three- and nine-month periods ended September 30, 2004 we recorded $0 and $15 thousand, respectively, in amortization of deferred compensation obligation, net of related tax benefit, in “Net income (loss)” related to restricted stock. This compares to $50 thousand and $195 thousand for the comparable periods in 2003. During the nine months ended 2004 we issued approximately 955,000 restricted stock units to employees. The units vest over a four-year period with possible acceleration of vesting if certain earning targets are met. Upon vesting each restricted stock unit converts to one share of common stock that is distributable to the employee. The fair value of the restricted stock units is expensed over the expected vesting period and included in “Employee compensation” on the consolidated statements of income and “Accrued expenses and other liabilities” on the consolidated balance sheets. For the three- and nine-month periods ended September 30, 2004, we recognized $551 thousand and $821 thousand, respectively in expense related to restricted stock units, net of related tax benefit.

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     The following table provides pro forma net income (loss) and earnings (loss) per share as if we accounted for our employee stock options under the fair value method. The fair value of the options was estimated at the grant date using a Black-Scholes option pricing model. The fair value of the options is amortized to expense over the options’ vesting periods. Under the fair value method, our “Net income (loss)” and “Earnings (loss) per share” would have been recorded at the pro forma amounts indicated below:

                                 
    Three Months Ended   Nine Months Ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
Net income (loss) (as reported)
  $ 61,764     $ (74,978 )   $ 33,048     $ (182,556 )
Add: Stock-based employee compensation expense included in reported net income (loss), net of related tax effects
    551       50       836       195  
Deduct: Annual stock-based employee compensation expense (benefit) determined based on the fair value for all awards, net of related tax effects
    1,666       (9,236 )     (3,212 )     (13,985 )
 
   
 
     
 
     
 
     
 
 
Pro forma net income (loss)
  $ 60,649     $ (65,692 )   $ 37,096     $ (168,376 )
 
   
 
     
 
     
 
     
 
 
Earnings (loss) per common share:
                               
Basic-as reported
    0.49       (1.48 )     0.01       (3.70 )
 
   
 
     
 
     
 
     
 
 
Basic-pro forma
    0.48       (1.32 )     0.04       (3.45 )
 
   
 
     
 
     
 
     
 
 
Diluted-as reported
    0.48       (1.48 )     0.01       (3.70 )
 
   
 
     
 
     
 
     
 
 
Diluted-pro forma
    0.47       (1.32 )     0.04       (3.45 )
 
   
 
     
 
     
 
     
 
 
Weighted-average assumptions in option valuation:
                               
Risk-free interest rates
    3.0 %     1.8 %     3.0 %     1.5 %
Dividend yields
                       
Stock volatility factor
    127.4 %     128.4 %     128.0 %     111.4 %
Expected life of options (in years)
    2.7       2.7       2.7       3.7  

     The above pro forma amounts may not be representative of the effects on reported net income for future periods.

NOTE 5 – LIQUIDITY RESERVE DEPOSIT

     Direct Merchants Bank has established restricted deposits with third-party depository banks for the purpose of supporting Direct Merchants Bank’s funding needs and to satisfy banking regulators’ requirements under the Modified Operating Agreement, dated December 11, 2003, among Direct Merchants Bank, MCI, and the Office of the Comptroller of the Currency (“OCC”). These deposits are invested in short-term liquid investments. As of September 30, 2004, the balance of these deposits was $79.7 million and is classified on the balance sheets as “Liquidity reserve deposit.”

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NOTE 6 — ALLOWANCE FOR LOAN LOSSES

     The activity in the “Allowance for loan losses” is as follows:

                                 
    Three Months Ended   Nine Months Ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
Balance at beginning of period
  $ 15,375     $ 109,162     $ 45,492     $ 90,315  
Allowance related to assets transferred to the Metris Master Trust
          (32,784 )           (36,765 )
Allowance related to assets re-acquired
    1             (8,289 )      
Provision for loan losses
    1,408       33,019       (5,175 )     107,838  
Principal receivables charged-off
    (2,983 )     (68,454 )     (19,669 )     (121,924 )
Recoveries
    492       1,459       1,934       2,938  
 
   
 
     
 
     
 
     
 
 
Net principal receivables charged off
    (2,491 )     (66,995 )     (17,735 )     (118,986 )
 
   
 
     
 
     
 
     
 
 
Balance at end of period
  $ 14,293     $ 42,402     $ 14,293     $ 42,402  
 
   
 
     
 
     
 
     
 
 

     Credit card loans greater than 30 days contractually past due for the periods ended September 30, 2004, and December 31, 2003 were $8.8 million and $20.3 million, respectively.

NOTE 7 – RETAINED INTERESTS IN LOANS SECURITIZED

     The following table shows the fair value of the components of the “Retained interests in loans securitized” as of September 30, 2004 and December 31, 2003.

                 
    September 30,   December 31,
    2004
  2003
Contractual retained interests
  $ 493,574     $ 542,014  
Excess transferor’s interests
    158,307       48,775  
Interest-only strip receivable
    73,075       16,039  
Spread accounts receivable
    114,452       230,073  
 
   
 
     
 
 
Retained interests in loans securitized
  $ 839,408     $ 836,901  
 
   
 
     
 
 

     The following table illustrates the significant assumptions used for estimating the fair value of retained interests as of September 30, 2004 and December 31, 2003.

                 
    September 30,   December 31,
    2004
  2003
Monthly payment rate
    7.5 %     6.7 %
Gross yield (1)
    25.5 %     25.4 %
Annual interest expense and servicing fees
    4.7 %     4.2 %
Annual gross principal default rate
    18.6 %     20.7 %
Discount rate:
               
Contractual retained interests
    16.0 %     16.0 %
Excess transferor’s interests
    16.0 %     16.0 %
Interest-only strip receivable
    30.0 %     30.0 %
Spread accounts receivable (2)
    16.0 %     15.3 %
Weighted average months to maturity
    20.8       24.5  
Weighted average enhancement level(3)
    11.1 %     9.9 %

(1) Includes expected cash flows from finance charges, late and overlimit fees, debt waiver premiums and bad debt recoveries, net of finance charge and fee charge-offs. Gross yield for purposes of estimating fair value does not include interchange income or cash advance fees.
 
(2) Interest earned on spread accounts receivable is now calculated as a monthly cash flow in the valuation of the spread reserve deposits using the current London Inter Bank Offered Rate yield curve. As of December 31, 2003 the discount rate applied to the spread reserve deposits was reduced to account for the interest income earned.
 
(3) Includes contractual retained interest and required minimum spread reserve deposits.

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     At September 30, 2004, the sensitivity of the current fair value of the retained interests to immediate 10% and 20% adverse changes are as follows (in millions):

                 
    Adverse Impact on Fair Value
    10% adverse change
  20% adverse change
Annual discount rate
  $ 21.0     $ 41.3  
Monthly payment rate
    87.9       222.1  
Gross yield
    89.9       204.2  
Annual interest expense and servicing fees
    23.8       45.6  
Annual gross principal default rate
    63.3       135.2  

     As the sensitivity chart indicates, the value of the Company’s “Retained interests in loans securitized” on its consolidated balance sheets, as well as reported earnings related to those interests, could differ significantly if different assumptions or conditions prevail.

NOTE 8 — CONVERTIBLE PREFERRED STOCK

     Affiliates of Thomas H. Lee Partners, L.P. (“THL Partners”), a Boston-based investment firm, and THL Partners’ co-investors hold 100% of the outstanding shares of our preferred stock. The preferred shareholders are entitled to receive quarterly dividends payable in additional shares of preferred stock (“dividends in-kind”). The annual dividend rate is 9% through December 8, 2008 and 15% thereafter (except following a Change in Control Triggering Event, as described below). Preferred shareholders are also entitled to receive cash dividends paid on our common stock based on the number of shares of common stock into which the preferred stock would convert on the record date of the dividend. The preferred shareholders may also receive, in lieu of a dividend in-kind, dividends payable in cash, property or other securities which are economically equivalent to a dividend in-kind if the Board of Directors determines that paying dividends in-kind would be inadvisable and the payment of such other dividend is approved by 80% of the Board of Directors, which 80% must include a majority of the directors elected by the preferred stock (or, if there are no such directors, must be approved by holders of a majority of the preferred stock).

     So long as THL Partners or their affiliates own at least 25% of the originally issued preferred stock (or any shares of common stock issued upon conversion thereof), the holders of a majority of the shares of preferred stock are entitled to elect four of eleven directors of the Company’s Board of Directors. So long as THL Partners or their affiliates own at least 10% but less than 25% of the originally issued preferred stock (or any shares of common stock issued upon conversion thereof), the holders of a majority of the shares of preferred stock are entitled to elect one director. Preferred shareholders have the right to vote on general corporate matters with common shareholders on a converted basis.

     Each share of preferred stock is convertible into 30 shares of common stock and, if converted before December 9, 2005, a premium amount guaranteeing seven years of dividends at the 9% rate through December 9, 2005. The preferred shareholders are able to convert at anytime, and the preferred shares automatically convert into common shares after December 9, 2005 if the common stock trades at a share price of $21.33 or more for 20 consecutive days. As of September 30, 2004 the preferred stock is convertible into 45,053,541 common shares, or approximately 43.7%, of the outstanding common stock on a converted basis.

     Before December 9, 2008 all of the preferred stock may be redeemed by us by paying 103% of the redemption price of $372.50 and any accrued dividends at the time of redemption. Such redemption can only occur at a time when (i) the common stock has traded at a share price of $21.33 or more for the most recent 20 consecutive trading days and (ii) the Company has an unsecured corporate debt rating of at least Baa3 from Moody’s and BBB- from Standard and Poor’s. We also have the option to redeem the preferred stock after December 9, 2008, without restriction, by paying the redemption price of $372.50 and any accrued dividends at the time of redemption.

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     If a Change in Control were to occur, we are obligated to offer redemption of the preferred stock for cash at 101% of the greater of (i) the as converted value of the preferred stock or (ii) $372.50 per share of preferred stock plus accrued and unpaid dividends payable at the rate of 9% per annum through December 9, 2005 (such greater amount referred to as the “Liquidation Preference”). THL Partners has the right, but is not obligated, to accept redemption of the preferred stock. If an offer of redemption is not made, a Change in Control Trigger Event occurs and, as a result, (i) additional shares of preferred stock are issued to the holders of preferred stock such that the total number of outstanding shares of preferred stock equal the Liquidation Preference divided by $372.50, (ii) the preferred stock dividend rate increases to 11.5% before December 9, 2008 and 15% thereafter and dividends are due quarterly in cash, and (iii) the Company becomes subject to limitations on indebtedness and the issuance of capital stock and we cannot pay any dividends or make distributions on, redeem or purchase any classes of stock. If the Company fails to comply with any of the changes in terms, the dividend rate increases another 2% and THL Partners can require the Company to purchase the preferred stock at 101% of the Liquidation Preference.

NOTE 9 – INCOME TAXES

     The components of the expense (benefit) for income taxes consisted of the following:

                                 
    Three-Months Ended   Nine-Months Ended
    September 30,   September 30,
    2004
  2003
  2004
  2003
Current:
                               
Federal
  $ 2,842     $ (41,623 )   $ 3,342     $ (94,179 )
State
    238       797       386       148  
 
   
 
     
 
     
 
     
 
 
 
    3,080       (40,826 )     3,728       (94,031 )
 
   
 
     
 
     
 
     
 
 
Deferred:
                               
Federal
    19,953       23,059       15,992       18,813  
State
    392       569       283       558  
 
   
 
     
 
     
 
     
 
 
 
    20,345       23,628       16,275       19,371  
 
   
 
     
 
     
 
     
 
 
Income tax expense (benefit)
  $ 23,425     $ (17,198 )   $ 20,003     $ (74,660 )
 
   
 
     
 
     
 
     
 
 

     A reconciliation of our effective income tax rate compared to the statutory federal income tax rate is as follows:

                                 
    Three-Months Ended   Nine-Months Ended
    September 30,   September 30,
    2004
  2003
  2004
  2003
Statutory federal income tax rate
    35.0 %     35.0 %     35.0 %     35.0 %
State income taxes, net of federal benefit
    0.5       (0.9 )     0.8       (0.2 )
Valuation allowance
    (9.1 )     (14.5 )           (5.2 )
Other, net
    1.1       (0.9 )     1.9       (0.6 )
 
   
 
     
 
     
 
     
 
 
Effective income tax rate
    27.5 %     18.7 %     37.7 %     29.0 %
 
   
 
     
 
     
 
     
 
 

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     Our deferred tax assets and liabilities are as follows:

                 
    September 30,   December 31,
    2004
  2003
Deferred income tax assets resulting from future deductible and taxable temporary differences:
               
Allowance for loan losses and retained interests fair value adjustments
  $ 54,130     $ 122,852  
Intangible amortization
    45,889       30,343  
Net operating loss and credit carry forwards
    7,921       28,200  
Other
    28,876       32,369  
Valuation allowance
    (2,440 )     (2,427 )
 
   
 
     
 
 
Total deferred tax assets
    134,376       211,337  
Deferred income tax liabilities resulting from future taxable and deductible temporary differences:
               
Accrued interest on credit card loans
    139,579       194,766  
Other
    13,889       19,388  
 
   
 
     
 
 
Total deferred tax liabilities
    153,468       214,154  
 
   
 
     
 
 
Net deferred tax liabilities
  $ (19,092 )   $ (2,817 )
 
   
 
     
 
 

     During the third quarter of 2004, the Company reduced the portion of its valuation allowance related to its net operating loss carry forwards by $7.7 million primarily as a result of current period earnings. The remaining valuation allowance primarily relates to alternative minimum tax credit carry forwards. We believe, based on our expected reversals of taxable temporary differences and, to a lesser degree, reliance on future earnings, the remaining deferred tax assets are fully realizable. The net deferred tax liability is included in “Accrued expenses and other liabilities” on the consolidated balance sheets.

NOTE 10 – ASSET IMPAIRMENTS, LEASE WRITE-OFFS AND SEVERANCE

     “Asset impairments, lease write-offs and severance” for the three months ended September 30, 2004 consists of charges related to severance and the write-down of various operating leases. During the comparable period in 2003, this amount included a $2.6 million charge related to workforce reductions, approximately $5.4 million in write-downs of excess property, equipment, and operating leases and a $22.0 million write-off of purchased portfolio premium on “Credit card loans” sold during 2003. During the nine-month period ended September 30, 2004 this amount also included other workforce reduction charges. The nine months ended September 30, 2003 included an $8.3 million charge for workforce reductions, $5.1 million for commitment fees, $17.4 million for write-downs of excess property and equipment and a $22.0 million write-off of purchased portfolio premium on “Credit card loans” sold during 2003.

NOTE 11 – SALE OF MEMBERSHIP CLUB AND WARRANTY BUSINESS

     On July 29, 2003, we sold our membership club and warranty business to CPP Group, a privately-owned provider of assistance products and services throughout Europe, for cash proceeds of $45 million. We recorded a gain on the sale of $80.4 million. Included in the gain was the recognition of $82.7 million of “Deferred income” and the write-off of $36.6 million of deferred costs.

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NOTE 12 – SALE OF CREDIT CARD LOANS

     On April 30, 2004 we sold approximately $38 million of “Credit Card Loans” from Direct Merchants Bank. Proceeds from the sale approximated the carrying value of those loans.

     On September 16, 2003, we sold approximately 160,000 credit card accounts amounting to $590.9 million of “Credit card loans” to a third party for cash proceeds of $488.3 million. The sale included $144.4 million of receivables from Direct Merchants Bank and $446.5 million of receivables from Metris Receivables, Inc. On November 13, 2003, we sold approximately 125,000 credit card accounts amounting to $494.3 million of “Credit card loans” to a third party for cash proceeds of $396.5 million. During the third quarter of 2003 we recorded a loss on these sales of $117.2 million related to these transactions.

NOTE 13 – SALE OF DEPOSITS

     On September 30, 2003, we sold all of the brokered and retail jumbo certificates of deposit issued by Direct Merchants Bank. The face value of the “Deposits” sold was $559.3 million. We recorded a loss on that sale of $33.0 million.

NOTE 14 – SUPPLEMENTAL CONSOLIDATING FINANCIAL STATEMENTS

     We have various subsidiaries that do not guarantee Company debt. We have prepared condensed consolidating financial statements of the Company, the guarantor subsidiaries and the non-guarantor subsidiaries for purposes of complying with SEC reporting requirements. Separate financial statements of the guaranteeing subsidiaries and non-guaranteeing subsidiaries are not presented because we have determined that separate presentation of the subsidiaries’ financial information would not be material to investors.

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METRIS COMPANIES INC.
Supplemental Consolidating Balance Sheets
September 30, 2004

(Dollars in thousands)
Unaudited

                                         
    Metris                
    Companies   Guarantor   Non-Guarantor        
    Inc.
  Subsidiaries
  Subsidiaries
  Eliminations
  Consolidated
Assets:
                                       
Cash and cash equivalents
  $ 85,278     $ 759     $ 317,493     $     $ 403,530  
Liquidity reserve deposit
                79,655             79,655  
Net credit card loans
    101             55,995             56,096  
Retained interests in loans securitized
    1,884             830,585       6,939       839,408  
Property and equipment, net
          26,395       4             26,399  
Purchased portfolio premium
                10,745             10,745  
Other receivables due from credit card securitizations, net
    4             74,937             74,941  
Other assets
    37,816       24,086       39,797       (38,975 )     62,724  
Investment in subsidiaries
    1,309,017       1,101,166             (2,410,183 )      
 
   
 
     
 
     
 
     
 
     
 
 
Total assets
  $ 1,434,100     $ 1,152,406     $ 1,409,211     $ (2,442,219 )   $ 1,553,498  
 
   
 
     
 
     
 
     
 
     
 
 
Liabilities:
                                       
Deposits
  $ (500 )   $     $ 4,235     $     $ 3,735  
Debt
    504,029       (200,118 )     187,487       (43,000 )     448,398  
Accounts payable
    403       21,361       29,688       (13,172 )     38,280  
Deferred income
                12,181             12,181  
Accrued expenses and other liabilities
    (15,489 )     22,146       74,454       24,136       105,247  
 
   
 
     
 
     
 
     
 
     
 
 
Total liabilities
    488,443       (156,611 )     308,045       (32,036 )     607,841  
 
   
 
     
 
     
 
     
 
     
 
 
Total stockholders’ equity
    945,657       1,309,017       1,101,166       (2,410,183 )     945,657  
 
   
 
     
 
     
 
     
 
     
 
 
Total liabilities and stockholders’ equity
  $ 1,434,100     $ 1,152,406     $ 1,409,211     $ (2,442,219 )   $ 1,553,498  
 
   
 
     
 
     
 
     
 
     
 
 

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METRIS COMPANIES INC.
Supplemental Consolidating Balance Sheets
December 31, 2003

(Dollars in thousands)
Unaudited

                                         
    Metris                
    Companies   Guarantor   Non-Guarantor        
    Inc.
  Subsidiaries
  Subsidiaries
  Eliminations
  Consolidated
Assets:
                                       
Cash and cash equivalents
  $ (1,081 )   $ 3,034     $ 176,532     $     $ 178,485  
Liquidity reserve deposit
                80,158             80,158  
Net credit card loans
    15,203             67,920             83,123  
Retained interests in loans securitized
                822,900       14,001       836,901  
Property and equipment, net
          33,663       17             33,680  
Purchased portfolio premium
    80             17,481             17,561  
Other receivables due from credit card securitizations, net
    5             80,709             80,714  
Other assets
    21,242       30,934       54,917       (25,319 )     81,774  
Investment in subsidiaries
    1,296,461       878,810             (2,175,271 )      
 
   
 
     
 
     
 
             
 
 
Total assets
  $ 1,331,910     $ 946,441     $ 1,300,634     $ (2,186,589 )   $ 1,392,396  
 
   
 
     
 
     
 
     
 
     
 
 
Liabilities:
                                       
Deposits
  $ (1,000 )   $     $ 7,262     $     $ 6,262  
Debt
    384,684       (413,842 )     422,606       (43,000 )     350,448  
Accounts payable
    489       15,406       16,805       (303 )     32,397  
Deferred income
                18,060             18,060  
Accrued expenses and other liabilities
    38,544       48,416       (42,909 )     31,985       76,036  
 
   
 
     
 
     
 
     
 
     
 
 
Total liabilities
    422,717       (350,020 )     421,824       (11,318 )     483,203  
 
   
 
     
 
     
 
     
 
     
 
 
Total stockholders’ equity
    909,193       1,296,461       878,810       (2,175,271 )     909,193  
 
   
 
     
 
     
 
     
 
     
 
 
Total liabilities and stockholders’ equity
  $ 1,331,910     $ 946,441     $ 1,300,634     $ (2,186,589 )   $ 1,392,396  
 
   
 
     
 
     
 
     
 
     
 
 

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METRIS COMPANIES INC.
Supplemental Consolidating Statements of Income
Three Months Ended September 30, 2004

(Dollars in thousands)
Unaudited

                                         
    Metris           Non-        
    Companies   Guarantor   Guarantor        
    Inc.
  Subsidiaries
  Subsidiaries
  Eliminations
  Consolidated
Revenues:
                                       
Securitization income
    1,936             145,164       875       147,975  
Servicing income on securitized receivables
                32,496             32,496  
Credit card loan and other interest income
    305             4,244             4,549  
Credit card loan fees, interchange and other income
    541       22,507       2,960       (22,272 )     3,736  
Enhancement services income
          58       5,643       (9 )     5,692  
Intercompany allocations
    145       39,947       226       (40,318 )      
 
   
 
     
 
     
 
     
 
     
 
 
Total revenues
    2,927       62,512       190,733       (61,724 )     194,448  
 
   
 
     
 
     
 
     
 
     
 
 
Expenses:
                                       
Interest expense
    14,418       (2,080 )     1,718             14,056  
Provision for loan losses
    18       2       1,388             1,408  
Credit card account and other product solicitation and marketing expenses
          15,841       20,721       (19,372 )     17,190  
Employee compensation
          30,963       591             31,554  
Data processing services and communications
    (9 )     (12,181 )     27,366       (2,973 )     12,203  
Credit protection claims expense
                3,421             3,421  
Occupancy and equipment
          5,440       2             5,442  
Purchased portfolio premium amortization
                (827 )     3,068       2,241  
Asset impairments, lease write-offs and severance
          1,242                   1,242  
Other
    1,037       16,209       3,256             20,502  
Intercompany allocations
    47       8,365       31,906       (40,318 )      
 
   
 
     
 
     
 
     
 
     
 
 
Total expenses
    15,511       63,801       89,542       (59,595 )     109,259  
 
   
 
     
 
     
 
     
 
     
 
 
(Loss) income before income tax (benefit) expense and equity in income of subsidiaries
    (12,584 )     (1,289 )     101,191       (2,129 )     85,189  
Income tax (benefit) expense
    (14,160 )     9,920       27,812       (147 )     23,425  
Equity in income of subsidiaries
    60,188       73,379             (133,567 )      
 
   
 
     
 
     
 
     
 
     
 
 
Net income
  $ 61,764     $ 62,170     $ 73,379     $ (135,549 )   $ 61,764  
 
   
 
     
 
     
 
     
 
     
 
 

18


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METRIS COMPANIES INC.
Supplemental Consolidating Statements of Income
Three Months Ended September 30, 2003

(Dollars in thousands)
Unaudited

                                         
    Metris           Non-        
    Companies   Guarantor   Guarantor        
    Inc.
  Subsidiaries
  Subsidiaries
  Eliminations
  Consolidated
Revenues:
                                       
Securitization income
    10,307             82,816       656       93,779  
Servicing income on securitized receivables
                43,849             43,849  
Credit card loan and other interest income
    552             24,104             24,656  
Credit card loan fees, interchange and other income
    721       24,903       26,802       (34,492 )     17,934  
Enhancement services income
          2,923       14,737       (1,111 )     16,549  
Loss on sale of credit card loans
                (117,183 )           (117,183 )
Gain on sale of membership and warranty business
    (831 )     9,445       59,339       12,438       80,391  
Intercompany allocations
    2,324       52,687       4,439       (59,450 )      
 
   
 
     
 
     
 
     
 
     
 
 
Total revenues
    13,073       89,958       138,903       (81,959 )     159,975  
 
   
 
     
 
     
 
     
 
     
 
 
Expenses:
                                       
Interest expense
    14,378       (2,209 )     10,127             22,296  
Provision for loan losses
    2,028             30,991             33,019  
Credit card account and other product solicitation and marketing expenses
          13,855       26,598       (21,128 )     19,325  
Employee compensation
          40,118       1,879             41,997  
Data processing services and communications
    7       (19,609 )     40,905       (4,533 )     16,770  
Credit protection claims expense
                6,585             6,585  
Occupancy and equipment
          8,660       56             8,716  
Purchased portfolio premium amortization
    18             9,383       (1,294 )     8,107  
Asset impairments, lease write-offs and severance
          7,046       22,930             29,976  
Loss on sale of deposits
                32,963             32,963  
Other
    2,665       16,587       28,209       (15,064 )     32,397  
Intercompany allocations
    26       19,327       40,096       (59,449 )      
 
   
 
     
 
     
 
     
 
     
 
 
Total expenses
    19,122       83,775       250,722       (101,468 )     252,151  
 
   
 
     
 
     
 
     
 
     
 
 
(Loss) income before income tax (benefit) expense and equity in loss of subsidiaries
    (6,049 )     6,183       (111,819 )     19,509       (92,176 )
Income tax (benefit) expense
    (1,848 )     2,985       (24,294 )     5,959       (17,198 )
Equity in loss of subsidiaries
    (70,776 )     (87,524 )           158,300        
 
   
 
     
 
     
 
     
 
     
 
 
Net loss
  $ (74,977 )   $ (84,326 )   $ (87,525 )   $ 171,850     $ (74,978 )
 
   
 
     
 
     
 
     
 
     
 
 

19


Table of Contents

METRIS COMPANIES INC.
Supplemental Consolidating Statements of Income
Nine Months Ended September 30, 2004

(Dollars in thousands)
Unaudited

                                         
    Metris           Non-        
    Companies   Guarantor   Guarantor        
    Inc.
  Subsidiaries
  Subsidiaries
  Eliminations
  Consolidated
Revenues:
                                       
Securitization income
    856             239,503       2,258       242,617  
Servicing income on securitized receivables
                102,580             102,580  
Credit card loan and other interest income
    712             13,953             14,665  
Credit card loan fees, interchange and other income
    2,989       56,622       16,126       (55,921 )     19,816  
Enhancement services income
          200       19,974       (26 )     20,148  
Intercompany allocations
    294       118,757       1,621       (120,672 )      
 
   
 
     
 
     
 
     
 
     
 
 
Total revenues
    4,851       175,579       393,757       (174,361 )     399,826  
 
   
 
     
 
     
 
     
 
     
 
 
Expenses:
                                       
Interest expense
    46,978       (7,641 )     7,364             46,701  
Provision for loan losses
    (1,270 )           (3,905 )           (5,175 )
Credit card account and other product solicitation and marketing expenses
    105       40,290       55,302       (46,849 )     48,848  
Employee compensation
          104,112       2,110             106,222  
Data processing services and communications
    (4 )     (40,624 )     92,263       (9,183 )     42,452  
Credit protection claims expense
                14,805             14,805  
Occupancy and equipment
          17,813       14             17,827  
Purchased portfolio premium amortization
    7             4,686       2,050       6,743  
Asset impairments, lease write-offs and severance
          4,515                   4,515  
Other
    6,293       47,068       10,476             63,837  
Intercompany allocations
    115       28,835       91,722       (120,672 )      
 
   
 
     
 
     
 
     
 
     
 
 
Total expenses
    52,224       194,368       274,837       (174,654 )     346,775  
 
   
 
     
 
     
 
     
 
     
 
 
(Loss) income before income tax (benefit) expense and equity in income of subsidiaries
    (47,373 )     (18,789 )     118,920       293       53,051  
Income tax (benefit) expense
    (17,865 )     (8,992 )     46,749       111       20,003  
Equity in income of subsidiaries
    62,556       72,171             (134,727 )      
 
   
 
     
 
     
 
     
 
     
 
 
Net income
  $ 33,048     $ 62,374     $ 72,171     $ (134,545 )   $ 33,048  
 
   
 
     
 
     
 
     
 
     
 
 

20


Table of Contents

METRIS COMPANIES INC.

Supplemental Consolidating Statements of Income Nine Months Ended September 30, 2003 (Dollars in thousands) Unaudited
                                         
    Metris           Non-        
    Companies   Guarantor   Guarantor        
    Inc.
  Subsidiaries
  Subsidiaries
  Eliminations
  Consolidated
Revenues:
                                       
Securitization income
    (147 )           75,046       (1,383 )     73,516  
Servicing income on securitized receivables
                136,997             136,997  
Credit card loan and other interest income
    1,548             86,701             88,249  
Credit card loan fees, interchange and other income
    1,811       56,450       74,729       (65,277 )     67,713  
Enhancement services income
          28,647       78,230       (7,129 )     99,748  
Loss on sale of credit card loans
                (117,183 )           (117,183 )
Gain on sale of membership and warranty business
    (831 )     9,445       59,339       12,438       80,391  
Intercompany allocations
    7,664       192,018       22,676       (222,358 )      
 
   
 
     
 
     
 
     
 
     
 
 
Total revenues
    10,045       286,560       416,535       (283,709 )     429,431  
 
   
 
     
 
     
 
     
 
     
 
 
Expenses:
                                       
Interest expense
    32,761       (2,307 )     29,899             60,353  
Provision for loan losses
    3,414             104,526       (102 )     107,838  
Credit card account and other product solicitation and marketing expenses
          44,286       93,086       (52,327 )     85,045  
Employee compensation
          128,656       12,443             141,099  
Data processing services and communications
    12       (61,312 )     124,616       (10,334 )     52,982  
Credit protection claims expense
                26,537             26,537  
Occupancy and equipment
          27,033       220             27,253  
Purchased portfolio premium amortization
    39             24,701       (3,638 )     21,102  
Asset impairments, lease write-offs and severance
    5,129       23,573       24,062             52,764  
Loss on sale of deposits
                32,963             32,963  
Other
    8,020       46,140       46,179       (21,628 )     78,711  
Intercompany allocations
    61       72,373       149,924       (222,358 )      
 
   
 
     
 
     
 
     
 
     
 
 
Total expenses
    49,436       278,442       669,156       (310,387 )     686,647  
 
   
 
     
 
     
 
     
 
     
 
 
(Loss) income before income tax (benefit) expense and equity in loss of subsidiaries
    (39,391 )     8,118       (252,621 )     26,678       (257,216 )
Income tax (benefit) expense
    (13,111 )     654       (71,083 )     8,880       (74,660 )
Equity in loss of subsidiaries
    (156,276 )     (172,095 )           328,371        
 
   
 
     
 
     
 
     
 
     
 
 
Net loss
  $ (182,556 )   $ (164,631 )   $ (181,538 )   $ 346,169     $ (182,556 )
 
   
 
     
 
     
 
     
 
     
 
 

21


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METRIS COMPANIES INC.
Supplemental Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2004

(Dollars in thousands)
Unaudited

                                         
    Metris           Non-        
    Companies   Guarantor   Guarantor        
    Inc.
  Subsidiaries
  Subsidiaries
  Eliminations
  Consolidated
Operating Activities:
                                       
Net cash (used in) provided by operating activities
  $ (24,081 )   $ (14,012 )   $ 318,312     $ (73,269 )   $ 206,950  
 
   
 
     
 
     
 
     
 
     
 
 
Investing Activities:
                                       
Net cash from loan originations and principal collections on loans receivable
    16,372             (117,260 )     10,895       (89,993 )
Proceeds from sales of credit card portfolios to third parties
                27,870             27,870  
Net additions of property and equipment
          (1,984 )                 (1,984 )
Investment in subsidiaries
    (12,556 )     (222,356 )           234,912        
 
   
 
     
 
     
 
     
 
     
 
 
Net cash provided by (used in) investing activities
    3,816       (224,340 )     (89,390 )     245,807       (64,107 )
 
   
 
     
 
     
 
     
 
     
 
 
Financing Activities:
                                       
Net increase (decrease) in debt
    102,645       213,724       (235,119 )           81,250  
Net increase (decrease) in deposits
    500             (3,027 )           (2,527 )
Proceeds from issuance of common stock
    3,479                         3,479  
Capital contributions
          22,353       150,185       (172,538 )      
 
   
 
     
 
     
 
     
 
     
 
 
Net cash provided by (used in) financing activities
    106,624       236,077       (87,961 )     (172,538 )     82,202  
 
   
 
     
 
     
 
     
 
     
 
 
Net increase (decrease) in cash and cash equivalents
    86,359       (2,275 )     140,961             225,045  
Cash and cash equivalents at beginning of period
    (1,081 )     3,034       176,532             178,485  
 
   
 
     
 
     
 
     
 
     
 
 
Cash and cash equivalents at end of period
  $ 85,278     $ 759     $ 317,493     $     $ 403,530  
 
   
 
     
 
     
 
     
 
     
 
 

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METRIS COMPANIES INC.
Supplemental Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2003

(Dollars in thousands)
Unaudited (as restated)

                                         
    Metris                
    Companies   Guarantor   Non-Guarantor        
    Inc.
  Subsidiaries
  Subsidiaries
  Eliminations
  Consolidated
Operating Activities:
                                       
Net cash (used in) provided by operating activities
  $ (213,561 )   $ (537,441 )   $ 296,784     $ 255,512     $ (198,706 )
 
   
 
     
 
     
 
     
 
     
 
 
Investing Activities:
                                       
Proceeds from transfer of portfolios to the Metris Master Trust
                670,965             670,965  
Net cash from loan originations and principal collections on loans receivable
    753             (519,772 )     (15,778 )     (534,797 )
Proceeds from sales of credit card portfolios to third parties
                494,784             494,784  
Proceeds from sale of membership and warranty business
          8,100       36,900             45,000  
Net disposals of property and equipment
          4,403       20,210             24,613  
Investment in subsidiaries
    230,640       707,909             (938,549 )      
 
   
 
     
 
     
 
     
 
     
 
 
Net cash provided by investing activities
    231,393       720,412       703,087       (954,327 )     700,565  
 
   
 
     
 
     
 
     
 
     
 
 
Financing Activities:
                                       
Net increase (decrease) in debt
    2,610       (9,421 )                 (6,811 )
Net decrease in deposits
                (886,456 )           (886,456 )
Premiums and transaction costs on deposits sold
                (32,963 )           (32,963 )
Proceeds from issuance of common stock
    2,551                         2,551  
Capital contributions
          (181,352 )     (517,463 )     698,815        
 
   
 
     
 
     
 
     
 
     
 
 
Net cash provided by (used in) financing activities
    5,161       (190,773 )     (1,436,882 )     698,815       (923,679 )
 
   
 
     
 
     
 
     
 
     
 
 
Net increase (decrease) in cash and cash equivalents
    22,993       (7,802 )     (437,011 )           (421,820 )
Cash and cash equivalents at beginning of period
    (3,795 )     8,109       575,918             580,232  
 
   
 
     
 
     
 
     
 
     
 
 
Cash and cash equivalents at end of period
  $ 19,198     $ 307     $ 138,907     $     $ 158,412  
 
   
 
     
 
     
 
     
 
     
 
 

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ITEM 2.

METRIS COMPANIES INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview

     The following discussion and analysis provides information management believes to be relevant to understanding the financial condition and results of operations of Metris Companies Inc. (“MCI”) and its subsidiaries. MCI’s principal subsidiaries are Direct Merchants Credit Card Bank, National Association (“Direct Merchants Bank” or the “Bank”), Metris Direct, Inc. and Metris Receivables, Inc. (“MRI”). MCI and its subsidiaries, as applicable, may be referred to as “we,” “us,” “our” or the “Company.” For a full understanding of our financial condition and results of operations, you should read this discussion along with Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003. In addition, you should read this discussion along with our condensed consolidated financial statements and related notes thereto for the period ended September 30, 2004 included herein.

     MCI was incorporated in Delaware on August 20, 1996, and completed an initial public offering in October 1996. We provide financial products and services to middle market consumers throughout the United States. Our consumer lending products are primarily unsecured credit cards, including the Direct Merchants Bank MasterCard® and Visa®. We also offer co-branded credit cards through partnerships with other companies. Our credit cards generate consumer loans through Direct Merchants Bank. These loans in turn generate income and cash flow from principal, interest and fee payments. The sales of our other consumer financial products, such as credit protection products, generate additional cash flow.

     For the quarter ended September 30, 2004, the Company reported net income of $61.8 million, compared to a net loss of $70.3 million for the second quarter of 2004 and net loss of $75.0 million for the third quarter of 2003. The increase in earnings is a result of no new securitization transactions during the quarter, lower overall operating expenses, increased “Interest-only revenues,” which reflect higher excess spreads in our Metris Master Trust and favorable valuation adjustments on the carrying value of our retained interests in securitized loans.

     Our quarterly “Net income (loss)” may fluctuate based on several factors, including securitization activity. When securitization transactions occur we incur “Loss on new securitization to the Metris Master Trust” and increased transaction costs.

     During the quarter ended September 30, 2004 we continued to see signs of improving asset quality. As a result, the three-month average excess spread in the Metris Master Trust for the quarter ended September 30, 2004 was 5.58%. This excess spread is 175 basis points higher than the 3.83% reported for the second quarter of 2004 and 288 basis points higher than the 2.70% reported for the third quarter of 2003. The increase in the excess spread has been driven primarily by improvements in credit losses. The average principal default rate in the Metris Master Trust was 16.8% for the quarter ended September 30, 2004, a decrease of 320 basis points over the comparable period in 2003. In addition, delinquency rates in the Metris Master Trust were 9.7% as of September 30, 2004 compared to 9.4% as of June 30, 2004 and 11.1% as of September 30, 2003. The slight increase in delinquencies from the second quarter of 2004 is consistent with normal seasonal trends we have seen in eight of the past nine years.

     The Company has also continued to see improved performance in the early stage delinquencies in the Metris Master Trust. As of September 30, 2004 the percentage of receivables one to 29 days contractually delinquent has been below 5% for seven consecutive months in the Metris Master Trust. We believe this improvement has resulted from revisions in the base operating strategies with which we manage our portfolio, significantly enhanced collection efforts and improvements in the macro economy. We anticipate that performance in the Metris Master Trust will fluctuate on a month-to-month basis. While we anticipate overall long-term improvement in the performance of the Metris Master Trust, we do expect fluctuations in both excess spread and delinquencies, including an anticipated seasonal increase in delinquencies during the fourth quarter of 2004.

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     The one-month London Inter Bank Offered Rate (“LIBOR”)(the index which primarily drives our cost of funds) has increased from 1.12% at December 31, 2003 to 1.84% as of September 30, 2004. This increase, and potential future increases, results in a higher cost of funds on securities issued out of the Metris Master Trust, which is partially offset by higher yields on our credit card portfolio. We believe that impacts to our financial statements that result from increases in interest rates may be mitigated by a variety of management strategies including, but not limited to, interest rate caps, portfolio re-pricing or the issuance of fixed rate debt. For further information on the impact to us resulting from changes in interest rates, refer to “Item 3 Quantitative and Qualitative Disclosures about Market Risk” on pages 45-46 of this Report.

     We continue to focus on strengthening the long-term operations of the business. Improvements in losses, delinquencies and payment rates have been driven by tighter underwriting on new account originations, tighter line management on existing and new cardholders, better pricing on offerings and improved collections initiatives. We have changed the Company’s base strategies in these areas over the past two years and we are beginning to see the benefits in improved operating results. These improved operating results and our strong cash position are enabling us to focus on growing our business. We have steadily increased our new account originations throughout 2004. In the first half of 2004 we generated approximately 150,000 new accounts and during the quarter ended September 30, 2004 we generated an additional 118,000 new accounts. We are comfortable increasing our new account originations in part due to the continued strong results we are experiencing in our 2003 campaigns. We continue to see a 33% improvement in delinquencies in comparing our 2003 campaigns to our 2002 campaigns at the same point in time. We expect credit card originations in 2005 to continue to reflect the discipline exhibited in our 2003 and 2004 originations and anticipate these improved results will create a more reliable, predictable, long-term receivables base. This new account growth will remain focused on our traditional target market, the middle-market consumer. We will continue to leverage our account origination strategies, increase our efforts to penetrate the Hispanic customer segment, increase our partnership and third-party marketing efforts and test additional products, channels and incremental prospects.

     In January 2003, the Federal Financial Institutions Examination Council (“FFIEC”) issued guidance with respect to account management, risk management and loss allowance practices for institutions engaged in credit card lending. The guidance provides requirements for certain operational and accounting policies, which are designed to bring consistency in practice between institutions engaged in credit card lending. The Company has developed an implementation plan to address the account management aspects of this guidance. As initial steps in the implementation of this guidance, during June and July of 2004, we stopped billing late and overlimit fees on credit card accounts in which the customer’s balance was 130% or more of their credit limit. We continue testing alternative approaches to fully comply with the account management guidance, the results of which will drive further steps to be implemented in 2005 and 2006. We anticipate that the impact of fully implementing the account management guidance will result in slightly lower yields in the Metris Master Trust, which we expect will be partially offset by lower default rates.

Critical Accounting Estimates

     The Company’s most critical accounting estimates are the valuation of our “Retained interests in loans securitized” and our determination of the “Allowance for loan losses.”

Valuation of Retained Interests in Loans Securitized

     The “Retained interests in loans securitized” on our balance sheet associated with our securitization transactions includes contractual retained interests, excess transferor’s interest, interest-only strip receivable, and spread accounts receivable. We determine the fair value of each component of the “Retained interests in loans securitized” at the time a securitization transaction or replenishment sale is completed using a discounted cash flow valuation model and on a quarterly basis thereafter. Increases to the fair value of each of the assets related to discount accretion are recorded in “Discount accretion.” Any other change in the fair value is recorded in “Change in fair value.”

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     The discounted cash flow valuation is limited to the receivables that exist and have been sold to the Metris Master Trust. Therefore, the model assumes the current principal receivable balance at the balance sheet date amortizes with no new sales, interchange fees or cash advances. The future cash flows are modeled in accordance with the debt series’ legal documents and are applied to all series on a pro-rata basis. Finance charge and fee income and recovery cash flows above contractual expense payments are first applied to meet spread accounts receivable requirements then returned to us as part of the interest-only strip receivable. We determine upper and lower valuation limits of the “Retained interests in loans securitized” based on historical and forecasted excess spreads. We then determine the best estimate within the range based on historical trends (weighted heavily toward the low end of the range), adjusted, when appropriate, for portfolio forecast information.

     The contractual retained interests represent subordinated securities held by us. There is no stated interest/coupon rate associated with these securities and they are not rated. They are subordinate to all other securities, except for the interest-only strip receivable we own and accordingly, are repaid last. Their fair value is determined by discounting the expected future cash flows using a discount rate commensurate with the risks of the underlying assets and the expected timing based on the scheduled maturity date for the underlying securitization. If these securities are recoverable based on the Metris Master Trust forecasts, cash flows related to the entire subordinated principal balance are used in determining their fair value.

     Transferor’s interest represents an undivided interest in receivables that are not pledged to support a specific security series or class and represent our interest in the excess principal receivables held in the Metris Master Trust. The fair value is determined in the same manner as the contractual retained interests and is discounted based on 12 months to maturity. We have subordinated our rights to the excess cash flows on the receivables underlying the transferor’s interest, thus they are included in the value of the interest-only strip receivable. Spread account receivable balances represent interest earning cash held by the Metris Master Trust trustee due to performance of the Metris Master Trust and minimum spread reserve deposits required by certain security series. Changes in fair value are determined in the same manner as the contractual retained interests.

     The interest-only strip receivable represents the contractual right to receive, from the Metris Master Trust, interest and other fee revenue less certain costs over the estimated life of the underlying debt securities. The fair value is determined by discounting the expected future cash flows using a discount rate commensurate with the risks of the underlying assets and the expected timing of the amortization inherent in the retained interests valuation model. We believe our discount rates are consistent with what other market place participants would use to determine the fair value of these assets. The valuation model assumes that we repurchase the outstanding principal receivables at face value according to the clean-up call provisions contained in the respective security series’ legal documents.

     We use certain assumptions and estimates in determining the fair value of “Retained interests in loans securitized.” These assumptions and estimates include estimated principal payments, credit losses, gross yield, interest expense, fees, the timing of cash receipts, and discount rates commensurate with the risks of the underlying assets. On a quarterly basis, we review and adjust, as appropriate, the assumptions and estimates used in our model based on a variety of internal and external factors, including national and economic trends and business conditions, current lending policies, procedures and strategies, historical trends and assumptions about future trends, competition, and legal and regulatory requirements. Significant estimates are required in determining these factors and different judgments concerning these factors can result in a material impact on our balance sheet and income statement.

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Allowance for Loan Losses

     We maintain an “Allowance for loan losses” sufficient to absorb probable loan losses inherent in the credit card loan portfolio as of the balance sheet date. The “Allowance for loan losses” results in a reserve approximating 18 months of future charge-offs. At the time of charge-off, all principal balances are written off against the allowance and all fees and finance charges are netted against the applicable income statement line item. The allowance is based on management’s consideration of all relevant factors, including management’s assessment of applicable economic and seasonal trends.

     Historically, we segmented the loan portfolio into several individual liquidating pools with similar credit risk characteristics, and estimated (based on historical experience for similar pools and existing environmental conditions) the dollar amount of principal, accrued finance charges and fees that would charge-off. We then aggregated these pools into prime and subprime portfolios based on the prescribed FICO score cuts, credit counseling programs, and various pools of other receivables. We separately analyzed the reserve requirement on each of these groups or portfolios. During the first quarter of 2004, we aggregated all liquidating pools into one segment, which is treated as subprime loans for allowance determination purposes. We believe this was appropriate due to the reduction in the loan portfolio and the fact that the remaining loans had similar risk characteristics.

     We continually evaluate the liquidating pool employing a roll-rate model which uses historical delinquency levels and pay-down levels (12 months of historical data, with influence given to the last six months’ performance to capture current economic and seasonal trends), loan seasoning, and other measures of asset quality to estimate charge-offs for both credit losses and bankruptcy losses.

     Additionally, in evaluating the adequacy of the loan loss reserves, we consider several subjective factors that may be overlaid into the credit risk roll-rate model in determining the necessary loan loss reserve. These factors include, but are not limited to:

  national and economic trends and business conditions, including the condition of various market segments;
 
  changes in lending policies and procedures, including those for underwriting, collection, charge-off and recovery, as well as the experience, ability and depth of lending management and staff;
 
  trends in volume and the product pricing of accounts, including any concentrations of credit; and
 
  impacts from external factors – such as changes in competition, and legal and regulatory requirements – on the level of estimated credit losses in the current portfolio.

     Significant changes in these factors could impact our financial projections and thereby affect the adequacy of our “Allowance for loan losses.”

Results of Operations

     “Net income” for the three months ended September 30, 2004 was $61.8 million, compared to a “Net loss” of $75.0 million for the third quarter of 2003. Diluted earnings per common share for the three months ended September 30, 2004 were $0.48, compared to a diluted loss per common share of $1.48 for the third quarter of 2003. The increase in “Net income” from a “Net loss” is primarily due to a $54.2 million increase in “Securitization income,” a decrease in “Total expenses” of $142.9 million, and a “Loss on sale of credit card loans” of $117.2 million recorded in the third quarter of 2003 partially offset by a “Gain on sale of membership and warranty business” of $80.4 million also recorded in the third quarter of 2003.

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     “Net income” for the nine months ended September 30, 2004 was $33.0 million, compared to a “Net loss” of $182.6 million for the comparable period in 2003. Diluted earnings per common share for the nine months ended September 30, 2004 were $0.01 compared to a diluted loss per common share of $3.70 for the comparable period in 2003. The increase in “Net income” from a “Net loss” is due to a $169.1 million increase in “Securitization income,” a $339.9 million decrease in total expenses, and a “Loss on sale of credit card loans” of $117.2 million recorded in the third quarter of 2003, partially offset by a “Gain on sale of membership and warranty business” of $80.4 also recorded in the third quarter of 2003, and a decrease in other operating revenues.

     The following table summarizes “Securitization income” for the three- and nine-month periods ended September 30, 2004 and 2003.

Table 1: Analysis of Securitization Income
(In thousands)

                                 
    Three-Months Ended   Nine-Months Ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
Loss on new securitization of receivables to the Metris Master Trust
  $     $ (23,015 )   $ (91,886 )   $ (55,214 )
Loss on replenishment of receivables to the Metris Master Trust
    (21,972 )     (35,792 )     (71,353 )     (127,574 )
Discount accretion
    63,747       85,549       185,287       240,035  
Interest-only revenue
    87,316       60,694       217,385       151,374  
Change in fair value
    25,518       33,564       94,202       (70,333 )
Transaction and other costs
    (6,634 )     (27,221 )     (91,018 )     (64,772 )
 
   
 
     
 
     
 
     
 
 
Securitization income
  $ 147,975     $ 93,779     $ 242,617     $ 73,516  
 
   
 
     
 
     
 
     
 
 

     “Securitization income” was $148.0 million for the three months ended September 30, 2004, compared to $93.8 million for the same period in 2003. The increase is due to improvements in the “Loss on new securitizations to the Metris Master Trust” of $23.0 million and “Loss on replenishment of receivables to the Metris Master Trust” of $13.8 million, a $26.6 million increase in “Interest-only revenue” and a $20.6 million reduction in “Transaction and other costs.” These improvements were partially offset by a $21.8 million reduction in “Discount accretion” and an $8.0 million decline in the “Change in fair value.”

     There was no “Loss on new securitization of receivables to the Metris Master Trust” for the three months ended September 30, 2004 because there were no new transactions during the quarter. The $23.0 million “Loss on new securitization of receivables to the Metris Master Trust” in the third quarter of 2003 is due to the larger size and duration of transactions completed during the period. “Loss on replenishment of receivables to the Metris Master Trust” decreased from $35.8 million for the three months ended September 30, 2003 to $22.0 million for the three months ended September 30, 2004 primarily due to lower volumes of receivables sold into the Metris Master Trust and a decrease in the weighted average months to maturity on the outstanding securitization transactions. “Interest-only revenue” was $87.3 million for the three months ended September 30, 2004, compared to $60.7 million for the three months ended September 30, 2003. This increase was due to a 288 basis point increase in the weighted average excess spread in the Metris Master Trust, partially offset by a $2.2 billion decrease in average principal receivables. “Transaction and other costs” were $6.6 million for the three months ended September 30, 2004 compared to $27.2 million for the three months ended September 30, 2003. The higher transaction costs in 2003 are primarily due to up-front fees on the securitization transactions closed during the period.

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     These quarter over quarter improvements were partially offset by a decrease in “Discount accretion” of $21.8 million and a decrease in the “Change in fair value” of $8.0 million. The decreased “Discount accretion” was primarily due to lower receivable balances and the resulting lower contractual retained interest held in the Metris Master Trust and lower spread reserve deposits due to improved trust performance. The “Change in fair value” for the three months ended September 30, 2004 was $25.5 million. This resulted primarily from a $12.7 million increase in the interest-only asset due to higher projected excess spreads partially offset by attrition and a $12.4 million decrease in the discount against spread accounts receivable due to restricted cash being released as a result of improved excess spread. The “Change in fair value” for the three months ended September 30, 2003 was $33.6 million. This resulted primarily from a $27.5 million change in fair value of accrued interest receivable pertaining to receivables sold during the quarter, and a $23.3 million fair value increase reflecting the early pay-down of the variable funding conduits resulting from attrition and receivables sold during the quarter, partially offset by a $21.9 million increase in the discount against spread accounts receivable due to additional excess spread cash flows being restricted from release.

     “Securitization income” was $242.6 million for the nine months ended September 30, 2004, compared to $73.5 million for the same period in 2003. The increase is due to improvement in the “Change in fair value” of $164.5 million, a $66.0 million increase in “Interest-only revenue” and a $56.2 million reduction in the “Loss on replenishment of receivables to the Metris Master Trust.” These improvements were partially offset by a $54.7 million decrease in “Discount accretion,” a $36.7 million increase in “Loss on new securitization of receivables to the Metris Master Trust” and a $26.2 million increase in “Transaction and other costs.”

     The year-to-date 2004 “Change in fair value” of $94.2 million was due to a $38.0 million fair value increase pertaining to the early pay-down of the variable funding conduits, a $32.7 million increase in the interest-only asset due to higher projected excess spreads (partially offset by receivable attrition) and a $30.1 million increase due to the release of restricted cash due to higher excess spreads. The “Change in fair value” for the nine months ended September 30, 2003 was a $70.3 million loss. This resulted primarily from a $63.7 million increase in the discount against spread accounts receivable due to additional excess spread cash flows being restricted from release, a $18.9 million decrease in fair value due to performance of the Metris Master Trust, partially offset by a $27.5 million increase in fair value of accrued interest receivable pertaining to receivables sold during the third quarter. The $66.0 million increase in interest-only revenue was due to a 234 basis point increase in weighted average excess spread in the Metris Master Trust, partially offset by a $2.3 billion decrease in average principal receivables. The $56.2 million reduction in the “Loss on replenishment of receivables to the Metris Master Trust” is due to lower volumes of receivables sold into the Metris Master Trust, a decrease in the weighted average months to maturity on the outstanding securitization transactions and higher projected excess spreads.

     The decrease in “Discount accretion” for the nine months ended September 30, 2004 is primarily due to lower receivable balances and the resulting lower contractual retained interest held in the Metris Master Trust and lower spread reserve deposits due to improved Metris Master Trust performance. The increase in “Loss on new securitization of receivables to the Metris Master Trust” for the nine months ended September 30, 2004 is due to the larger size and longer term of transactions completed in 2004. The $91.9 million “Loss on new securitization of receivables to the Metris Master Trust” for the nine months ended September 30, 2004 relates to $1.8 billion of new securitizations with an average of 18 months to maturity compared to $1.3 billion of new securitizations with an average of 12 months to maturity during the same period in 2003. The higher “Transaction and other costs” were also due to the size of the respective securitization transactions. In addition, transaction fees were incurred related to a paired series in the first quarter of 2004, commitment fees for MBIA insurance coverage on future asset-backed transactions and a mark-to-market valuation adjustment on interest rate caps.

     “Servicing income on securitized receivables” decreased $11.4 million and $34.4 million for the three- and nine-month periods ended September 30, 2004, respectively, over the comparable periods of 2003. The reduction is due to decreases of $2.2 billion and $2.3 billion in average principal receivables held by the Metris Master Trust for the three- and nine-month periods ended September 30, 2004, respectively.

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     “Credit card loan and other interest income” and “Credit card loan fees, interchange and other income,” decreased $34.3 million and $121.5 million for the three- and nine-month periods ended September 30, 2004, respectively, compared to the same periods in 2003. These decreases resulted primarily from reductions in average owned credit card loans of $440.1 million and $557.5 million for the three- and nine-month periods, respectively.

     “Enhancement services income” decreased $10.9 million and $79.6 million for the three- and nine-month periods ended September 30, 2004, respectively, over the comparable periods in 2003. These decreases resulted from the sale of our membership club and warranty business in July 2003. Remaining “Enhancement services income” is primarily commission revenue that Direct Merchants Bank earns on membership club and warranty products sold to the Bank’s credit card portfolio under a marketing agreement with the third-party purchaser and income generated from certain products not sold to that purchaser.

     Total expenses were $109.3 million for the three-month period ended September 30, 2004, which represents a $142.9 million decrease over the comparable period in 2003. During the third quarter of 2004 there were $1.2 million in one-time charges compared to expenses of $62.9 million related to the sale of our deposits and other one-time charges during the third quarter of 2003. “Provision for loan losses” was $1.4 million and $33.0 million for the three months ended September 30, 2004 and 2003, respectively. This decrease is due primarily to the reduction in owned credit card loans and slightly improved credit quality. “Interest expense,” “Credit card account and other product solicitation and marketing expenses,” “Employee compensation,” “Data processing services and communications,” “Credit protection claims expense,” “Occupancy and equipment,” “Purchased portfolio premium amortization,” and “Other” also decreased an aggregate of $49.6 million as a result of the sale of the membership club and warranty business and the significant reduction in credit card operations over the past year.

     Total expenses for the nine-month period ended September 30, 2004 were $346.8 million, compared to $686.6 million for the nine months ended September 30, 2003. This $339.8 million decrease is due primarily to a $113.0 million reduction in the “Provision for loan losses,” a $48.2 million decrease in one-time charges, and the $33.0 million loss recognized in the third quarter of 2003 related to the sale of the Company’s portfolio of deposits. “Interest expense” also decreased $13.7 million as a result of the sale of the Company’s portfolio of deposits in the third quarter of 2003. “Credit card account and other product solicitation and marketing expenses,” “Employee compensation,” “Data processing services and communications,” “Credit protection claims expense,” “Occupancy and equipment,” “Purchased portfolio premium amortization,” and “Other” also decreased an aggregate of $131.9 million as a result of the sale of the membership club and warranty business and the significant reduction in credit card operations over the past year.

Retained Interests in Loans Securitized

     Our credit card receivables are primarily funded through asset securitizations. As part of these asset securitizations, credit card receivables are transferred to the Metris Master Trust, a non-consolidated, qualifying special purpose entity that issues asset-backed securities representing undivided interests in receivables held in the Metris Master Trust and the right to receive future collections of principal, interest and fees related to those receivables. The senior classes of these securities are sold to third-party investors. We retain subordinated interests in the securitized receivables, including contractual retained interests, an interest-only strip receivable, excess transferor’s interest maintained above the contractual retained interests and spread accounts receivable.

     Upon securitization, the Company removes the applicable credit card loans from the balance sheet and recognizes the “Retained interests in loans securitized” at their allocated carrying value in accordance with SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities-a replacement of FASB Statement No. 125” (“SFAS No. 140”). Assets are sold to the Metris Master Trust at the inception of a securitization series. We also sell receivables to the Metris Master Trust on a daily basis to replenish receivable balances that have decreased due to payments and charge-offs. The difference between the allocated carrying value and the proceeds from the assets sold is recorded as a gain or loss on sale and is included in “Securitization (expense) income.” At the same time, the Company recognizes the “Retained interests in loans securitized.”

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     The “Retained interests in loans securitized” are financial assets measured at fair value consistent with trading securities in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” and include the contractual retained interests, an interest-only strip receivable, excess transferor’s interests and spread accounts receivable. The contractual retained interests consist of non-interest bearing securities held by the Company. The interest-only strip receivable represents the present value of the excess of the estimated future interest and fee collections expected to be generated by the securitized loans over the period the securitized loans are projected to be outstanding above the interest paid on investor certificates, credit losses, contractual servicing fees, and other expenses. The excess transferor’s interests represent principal receivables held in the Metris Master Trust over the contractual retained interests. Spread accounts receivable represents restricted cash reserve accounts held by the Metris Master Trust that can be used to fund payments due to securitization investors and credit enhancers if cash flows are insufficient. Cash held in spread accounts is released to us if certain conditions are met or a securitization series terminates with amounts remaining in the spread accounts. The fair value of the “Retained interests in loans securitized” is determined through estimated cash flows discounted at rates that reflect the level of subordination, the projected repayment term, and the credit risk of the securitized loans.

     The following table summarizes our “Retained interests in loans securitized” as of September 30, 2004 and December 31, 2003.

Table 2: Retained interests in loans securitized

                 
    September 30,   December 31,
(In thousands):
  2004
  2003
Contractual retained interests
  $ 493,574     $ 542,014  
Excess transferor’s interests
    158,307       48,775  
Interest-only strip receivable
    73,075       16,039  
Spread accounts receivable
    114,452       230,073  
 
   
 
     
 
 
Retained interests in loans securitized
  $ 839,408     $ 836,901  
 
   
 
     
 
 

     “Retained interests in loans securitized” increased $2.5 million between December 31, 2003, and September 30, 2004, to $839.4 million. The increase was primarily due to a $109.5 million increase in excess transferor’s interests and a $57.0 million increase in the interest-only strip receivable, partially offset by a $115.6 million decrease in spread accounts receivable and a $48.4 million decrease in contractual retained interests.

     Contractual retained interest decreased to $493.6 million as of September 30, 2004, from $542.0 million as of December 31, 2003. The $48.4 million decrease is due to a $1.2 billion decrease in principal receivables held in the Metris Master Trust, partially offset by an increase in the weighted average enhancement level and a decrease in weighted average months to maturity on the outstanding series in the Metris Master Trust. The excess transferor’s interests increased to $158.3 million as of September 30, 2004, from $48.8 million as of December 31, 2003 due to pay-down of the variable funding conduits. The interest-only strip receivable increased to $73.1 million as of September 30, 2004, from $16.0 million as of December 31, 2003 due to higher projected excess spreads from the receivables held in the Metris Master Trust, partially offset by lower receivables. The projected excess spreads have increased primarily due to a decrease in the projected principal default rates, partially offset by a projected increase in funding costs. Spread accounts receivable decreased $115.6 million compared to December 31, 2003 due to reserve releases during the year resulting from improved excess spreads. For more information on restricted cash see the “Liquidity, Funding and Capital Resources” section on pages 37 through 40.

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     At least quarterly, the Company adjusts the valuation of the “Retained interests in loans securitized” to reflect changes in the amount and expected timing of future cash flows. The significant factors that affect the timing and amount of cash flows relate to the collateral assumptions, which include payment rate, default rate, gross yield and discount rate. These values can, and will, vary as a result of changes in the amount and timing of the cash flows and the underlying economic assumptions. The components of retained interests are recorded at their fair value. (See Critical Accounting Estimates on pages 25-27 for more information on the valuation of the retained interests). The significant assumptions used for estimating the fair value of the “Retained interests in loans securitized” are as follows:

Table 3: Significant assumptions used for estimating the fair value of retained interests

                 
    September 30,   December 31,
    2004
  2003
Monthly payment rate
    7.5 %     6.7 %
Gross yield (1)
    25.5 %     25.4 %
Annual interest expense and servicing fees
    4.7 %     4.2 %
Annual gross principal default rate
    18.6 %     20.7 %
Discount rate:
               
Contractual retained interests
    16.0 %     16.0 %
Excess transferor’s interests
    16.0 %     16.0 %
Interest-only strip receivable
    30.0 %     30.0 %
Spread accounts receivable
    16.0 %     15.3 %
Weighted average months to maturity
    20.8       24.5  
Weighted average enhancement level(2)
    11.1 %     9.9 %

    (1)Includes expected cash flows from finance charges, late and overlimit fees, debt waiver premiums and bad debt recoveries, net of finance charge and fee charge-offs. Gross yield for purposes of estimating fair value does not include interchange income, or cash advance fees.
 
    (2)Includes contractual retained interest and required minimum spread reserve deposits.

     During the third quarter of 2004 the Company made the following assumption changes to the valuation of retained interests:

  The discount associated with the variable conduits has been determined assuming 19.2 months to maturity, which reflects the remaining life of the conduit. Previously, the discount was determined assuming 24 months to maturity.
 
  Requisite deposits used to cover interest expense during the accumulation period associated with the defeasance of maturing term asset back securities are assumed to have a market value of zero. Previously, the model estimated the amount of funds that would be returned to the company, and discounted this amount at 15.25% to determine the market value.
 
  Interest earned on spread accounts receivable is now calculated as a monthly cash flow in the valuation of the spread reserve deposits using the current LIBOR yield curve. Previously, the discount rate applied to the spread reserve deposits was reduced to account for the interest income earned.
 
  The weighted average months to maturity used to determine the market value of the contractual retained interest is based on a 365 day calendar, versus a 360 day calendar in previous models.

     The impact of these changes in assumptions was a $6.9 million increase in “Securitization income” during the third quarter of 2004. Management believes these changes represent a change in estimate, which is reflected in current period earnings.

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Credit card receivables

     Our delinquency and net loan charge-off rates at any point in time reflect, among other factors, the credit risk of loans, the average age of our various credit card account portfolios, the success of our collection and recovery efforts, and general economic conditions. The average age of our credit card portfolio affects the stability of delinquency and loss rates. In order to minimize losses, we continue to focus our resources on refining our credit underwriting standards for new accounts, and on enhancing collection strategies.

     We use credit line analyses, account management, and customer transaction authorization procedures to minimize loan losses. Our risk models determine initial credit lines at the time of underwriting. We manage credit lines on an ongoing basis and adjust them based on customer usage, payment patterns and profitability. We continually monitor customer accounts and initiate appropriate collection activities when an account is delinquent or overlimit. We monitor customer authorization history, complete credit line analysis, and refine account management strategies to mitigate long-term credit losses.

     It is our policy to accrue interest and fee income on all credit card accounts, except in limited circumstances, until we charge-off the account. In November 2002, we stopped billing late fees once an account became 120 days contractually delinquent and in March 2003, we stopped billing overlimit fees once an account became 120 days contractually delinquent. In June and July of 2004 we stopped billing late and overlimit fees on accounts with balances of 130 percent or more of their limit. Past due accounts are re-aged to current status only after we receive at least three minimum payments or the equivalent cumulative amount. Accounts can only be re-aged to current status once every twelve months, and two times every five years. Accounts entering long-term fixed payment forbearance programs may receive a re-age upon entering the debt management program (“workout re-age”). Workout re-ages can only occur after receipt of at least three consecutive minimum monthly payments, or the equivalent cumulative amount as defined by the debt management program. In accordance with FFIEC guidance, workout re-ages can only occur once in five years. Table 4 presents the delinquency trends of our credit card loan portfolio.

Table 4: Loan Delinquency
(Dollars in thousands)

                                                 
    September 30,   % of   December 31,   % of   September 30,   % of
    2004
  Total
  2003
  Total
  2003
  Total
Loans outstanding
  $ 70,389       100 %   $ 128,615       100 %   $ 110,922       100 %
Loans contractually delinquent:
                                               
30 to 59 days
    2,445       3.5 %     5,015       3.9 %     3,461       3.1 %
60 to 89 days
    1,857       2.6 %     4,888       3.8 %     3,811       3.4 %
90 or more days
    4,487       6.4 %     10,406       8.1 %     9,474       8.6 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total
  $ 8,789       12.5 %   $ 20,309       15.8 %   $ 16,746       15.1 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 

     The decrease in the delinquency rates between December 31, 2003 and September 30, 2004 primarily reflects the improvement in our collection efforts and the run-off of poor quality loans within our owned portfolio. The low delinquency rate as of September 30, 2003 is the result of the sale of $29.1 million in delinquent assets during June 2003.

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     Net charge-offs are the principal amount of losses from cardholders unwilling or unable to make minimum payments, bankrupt cardholders, and deceased cardholders, less current period recoveries. Net charge-offs exclude accrued finance charges and fees, which are charged-off against the applicable revenue line item at the time of charge-off. We charge-off and take accounts as a loss within (i)60 days following formal notification of bankruptcy; (ii) at the end of the month during which most unsecured accounts become contractually 180 days past due; (iii) at the end of the month during which unsecured accounts that have entered into a credit counseling or other similar debt forbearance program later become contractually 120 days past due; or (iv) at the end of the month during which secured accounts become contractually 120 days past due after first reducing the loss by the secured deposit. Beginning in the fourth quarter of 2003, we changed our policy for recognizing credit losses on accounts that enter into a settlement payment arrangement. Under the new policy, the portion of the balance that has been forgiven is charged-off upon entering into the settlement arrangement with the customer. The previous policy recognized these losses after the completion of the settlement arrangement. We charge-off accounts that are identified as fraud losses no later than 90 days after discovery.

     We enter into agreements with third parties for the sale of a majority of charged-off credit card receivables. We also refer charged-off accounts to our recovery unit for coordination of collections efforts to recover the amounts owed. When appropriate, we place accounts with external collection agencies or attorneys. Charge-offs due to bankruptcies were $0.6 million, representing 18.7% of total gross charge-offs for the three-month period ended September 30, 2004, and $6.6 million, representing 9.7% of total gross charge-offs for the three-month period ended September 30, 2003. Charge-offs due to bankruptcies were $3.7 million, representing 18.7% of total gross charge-offs for the nine-month period ended September 30, 2004 and $18.9 million, representing 15.5% of total gross charge-offs for the nine-month period ended September 30, 2003. Table 5 presents our net charge-offs for the periods indicated as reported in the consolidated financial statements.

Table 5: Net Charge-offs
(Dollars in thousands)

                                 
    Three Months Ended   Nine Months Ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
Average credit card loans
  $ 72,581     $ 512,710     $ 93,363     $ 650,887  
Net charge-offs
    2,491       66,995       17,735       118,986  
Net charge-off ratio
    13.6 %     51.8 %     25.4 %     24.4 %
 
   
 
     
 
     
 
     
 
 

     The decrease in the net charge-off ratio for the three months ended September 30, 2004 compared to the three months ended September 30, 2003, is primarily related to charge-offs due to the sale of $39.9 million of 2-cycle plus delinquent assets and the sale of $144.4 million of receivables from Direct Merchants Bank in September of 2003. The difference between par value and the amount received on receivables sold is reported as a charge-off in the period of the sale.

Allowance for Loan Losses

     We record provisions for loan losses in amounts necessary to maintain the allowance at a level sufficient to absorb anticipated probable loan losses inherent in the existing loan portfolio as of the balance sheet date.

     In order to mitigate credit losses, we have expanded our collections strategies to aggressively address any potential delinquency increases. We also leverage forbearance programs and credit counseling services for qualifying cardholders that are experiencing payment difficulties. These programs include reduced interest rates, reduced or suspended fees, and other incentives to induce the customer to continue making payments. The amount of customer receivables in debt forbearance programs was $3.8 million or 5.4% of total “Credit card loans” as of September 30, 2004, compared to $6.2 million or 4.8% of total “Credit card loans” as of December 31, 2003. All delinquent receivables in debt forbearance programs are included in Table 4.

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     The “Allowance for loan losses” was $14.3 million as of September 30, 2004, versus $45.5 million as of December 31, 2003. The ratio of “Allowance for loan losses” to period-end “Credit card loans” was 20.3% at September 30, 2004, compared to 35.4% at December 31, 2003. The “Allowance for loan losses” as a percentage of 30-day plus receivables was 162.6% at September 30, 2004, compared to 224.0% at December 31, 2003. The decrease reflects slightly improved credit quality as well as the composition of the portfolio as of September 30, 2004 versus December 31, 2003. We believe the “Allowance for loan losses” is adequate to cover probable future losses inherent in the loan portfolio under current conditions.

Balance Sheet Analysis

     Cash and Cash Equivalents

     "Cash and cash equivalents” increased $225.0 million to $403.5 million as of September 30, 2004 compared to $178.5 million as of December 31, 2003. The increase is primarily due to the release of restricted cash of $142.0 million from the Metris Master Trust as well as from net proceeds received from various funding activities completed during the second quarter of 2004.

     Credit Card Loans

     “Credit card loans” were $70.4 million as of September 30, 2004, compared to $128.6 million as of December 31, 2003. The $58.2 million decrease is primarily a result of the sale of approximately $38 million of receivables from Direct Merchants Bank to a third party and continued attrition of the owned loan portfolio.

     Other Assets

     “Other assets” decreased from $81.8 million at December 31, 2003 to $62.7 million at September 30, 2004. This decrease resulted primarily from an $8.6 million decrease in the fair value of interest rate caps and a $8.4 million in amortization of prepaid expenses.

     Debt

     “Debt” increased to $448.4 million at September 30, 2004 from $350.4 million at December 31, 2003. This $98.0 million increase resulted from the closing of a $300 million term loan, partially offset by the pay-downs of $100 million in senior notes and a $101.7 million term loan in the second quarter of 2004.

     Accrued expenses and other liabilities

     “Accrued expenses and other liabilities” increased from $76.0 million at December 31, 2003 to $105.2 million at September 30, 2004. This increase resulted primarily from the receipt of a federal income tax refund during the second quarter of 2004.

Off Balance Sheet Arrangements

     Our operations are funded primarily through asset securitizations of our credit card receivables. We rely heavily on this method of funding and any negative effect on our ability to securitize assets would have a material impact on our business. We securitize consumer loans in order to manage our total cost of funds. Our securitizations involve packaging and selling pools of both current and future receivable balances on credit card accounts, in which we retain the servicing of such receivables. Our securitizations are treated as sales under accounting principles generally accepted in the United States of America and are removed from our balance sheet. We primarily securitize receivables by selling the receivables to the Metris Master Trust, a proprietary, non-consolidated trust, which issues securities through public and private asset-backed securitizations or multi-seller commercial paper conduits.

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     The Metris Master Trust was formed in May 1995 pursuant to a pooling and servicing agreement, as amended. MRI, one of our special purpose entity subsidiaries, transfers receivables in designated accounts to the Metris Master Trust. The Metris Master Trust may, and does from time to time, issue securities that represent undivided interests in the receivables in the Metris Master Trust. These securities are issued by series and each series typically has multiple classes. Each series, or class within a series, may have different terms. The different classes of an individual series are structured to obtain specific debt ratings. As of September 30, 2004, 10 series of publicly and privately issued term asset-backed securities were outstanding. MRI currently retains the most subordinated class of securities in each series and all other classes are issued to nonaffiliated third parties. These securities are interests in the Metris Master Trust only and are not obligations of MRI, MCI, Direct Merchants Bank, or any other subsidiary of the Company. The interest in the Metris Master Trust not represented by any series of securities issued by the Metris Master Trust also belongs to MRI and is referred to as the transferor’s interest.

     Generally, each series involves an initial reinvestment period, referred to as the “revolving period,” in which principal payments on receivables allocated to such series are returned to MRI and reinvested in new principal receivables arising in the accounts. After the revolving period ends, if the series has not been defeased, principal payments allocated to the series are then accumulated and used to repay the investors. This period is referred to as the “accumulation period,” and is followed by a “controlled amortization period” wherein investors are repaid their invested amount. As of September 30, 2004, the Metris Master Trust did not have any series in an accumulation period or controlled amortization period. The scheduled accumulation and amortization periods are set forth in the agreements governing each series. However, all series set forth certain events by which amortization can be accelerated, referred to as “early amortization.” Reasons an early amortization could occur include: (i) one or three-month average of portfolio collections, less principal and finance charge charge-offs, financing costs and servicing costs, drop below certain levels, (ii) negative transferor’s interest within the Metris Master Trust or (iii) failure to obtain funding prior to an accumulation period for a maturing term asset-backed securitization. New receivables in designated accounts cannot be funded from a series that is in early amortization. We currently do not have any series that are in early amortization.

     In addition, there are various triggers within our securitization agreements that, if broken, restrict the release of cash to us from the Metris Master Trust. This restricted cash provides additional security to the investors and / or credit enhancers in the Metris Master Trust. We reflect cash restricted from release in the Metris Master Trust at its fair value as spread accounts receivable, which is a component of “Retained interests in loans securitized” in the consolidated balance sheet. The triggers are usually related to the performance of the Metris Master Trust, such as the average of net excess spread over a one to three-month period. See further discussion of spread accounts receivable in the “Liquidity, Funding and Capital Resources” section on page 37.

     On a monthly basis, each series is allocated its share of finance charge and fee collections, which are used to pay investors interest on their securities, pay their share of servicing fees and reimburse investors for their share of losses due to charge-offs. Amounts remaining may be deposited in cash reserve accounts of the Metris Master Trust as additional protection for future losses. Once each of these obligations is fully met, remaining finance charge collections, if any, are returned to us. Principal receivables held by the Metris Master Trust were $6.3 billion and $7.5 billion as of September 30, 2004 and December 31, 2003, respectively.

     Revenues and expenses generated from the Metris Master Trust are found in the “Securitization income” and “Servicing income on securitized receivables” lines in the consolidated statements of income. Our interests retained in credit card receivables sold to the Metris Master Trust are recorded at fair value in “Retained interests in loans securitized” on the consolidated balance sheets.

     Maintaining adequate liquidity in the Metris Master Trust is, and will continue to be, at the forefront of our business objectives. Additional information regarding asset securitization is set forth under “Liquidity, Funding, and Capital Resources” below.

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Liquidity, Funding and Capital Resources

     One of our primary financial goals is to maintain an adequate level of liquidity through active management of assets and liabilities. Liquidity management is a dynamic process, affected by changes in the characteristics of our assets and liabilities and short- and long-term interest rates. We use a variety of financing sources to manage liquidity, funding and interest rate risks. Table 6 summarizes our funding and liquidity as of September 30, 2004 and December 31, 2003:

Table 6: Liquidity, Funding and Capital Resources

                                                 
    September 30, 2004
  December 31, 2003
(In thousands)
  DMCCB
  Other
  Consolidated
  DMCCB
  Other
  Consolidated
Cash and due from banks
  $ 23,649     $ 34     $ 23,683     $ 29,399     $ 2,677     $ 32,076  
Federal funds sold
    49,395             49,395       25,300             25,300  
Short-term investments
    100,086       230,366       330,452       71,829       49,280       121,109  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total cash and cash equivalents
  $ 173,130     $ 230,400     $ 403,530     $ 126,528     $ 51,957     $ 178,485  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
                                 
    September 30, 2004
  December 31, 2003
            Unused   Unused    
    Outstanding
  Capacity
  Outstanding
  Capacity
On-balance sheet funding
(In thousands)
                               
Term loan – June 2004
          N/A       101,679       N/A  
10% Senior Notes – November 2004
          N/A       100,000       N/A  
10.125% senior notes – July 2006
    148,398       N/A       147,724       N/A  
Term loan – May 2007
    300,000       N/A             N/A  
Other
          N/A       1,045       N/A  
Deposits
    3,735       N/A       6,262       N/A  
 
   
 
     
 
     
 
     
 
 
Subtotal
  $ 452,133     $ N/A     $ 356,710       N/A  
Off-balance sheet funding
(In thousands)
                               
Master Trust:
                               
Term asset-backed securitizations – various maturities through January 2009
    4,950,000             6,400,000        
Bank conduits – maturing May 2006
    530,000       670,000       196,000       654,000  
Amortizing term series – matured in February 2004
                99,200        
 
   
 
     
 
     
 
     
 
 
Subtotal
    5,480,000       670,000       6,695,200       654,000  
 
   
 
     
 
     
 
     
 
 
Total
  $ 5,932,133     $ 670,000     $ 7,051,910     $ 654,000  
 
   
 
     
 
     
 
     
 
 

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     As of September 30, 2004 and December 31, 2003, we had $5.5 million and $5.9 million, respectively, in letters of credit issued under a letter of credit facility agreement. Metris’ obligations under such facility are cash collateralized. Subject to certain exceptions, the $300 million Senior Secured Credit Agreement (“Credit Agreement”) requires the Company to prepay portions of the loan from net proceeds received from the issuance, in whatever form, of debt or equity by the Company or any of its affiliates, any insurance settlement or litigation award, and from any sale of assets (other than excluded asset sales) by the Company in excess of $10,000,000 in any fiscal year. During the third quarter of 2004 we were not required to make any principal repayments. We are bound by certain covenants under the Credit Agreement. As of September 30, 2004, we were in compliance with all covenants under the Credit Agreement. Furthermore, the Company has pledged substantially all of its assets as collateral under the Credit Agreement other than the assets of the Bank and Metris Receivables, Inc.

     As of September 30, 2004 our contractual cash obligations for the next twelve months are as follows:

         
Operating leases
  $ 8,581  
Deposits
    3,735  
Contractual purchase obligations
    64,234  
 
   
 
 
Total
  $ 76,550  
 
   
 
 

     In addition to the contractual cash obligations, as of September 30, 2004 open-to-buy on credit card accounts was $6.9 billion.

     We have the following term asset-backed securitizations outstanding as of September 30, 2004.

             
    Amount    
Asset-backed securitization
  (in thousands)
  Expected final payment date(s)
Series 00-1
  $ 600,000     February 22, 2005 and March 21, 2005
Series 02-3
    900,000     May 20, 2005
Series 01-2
    750,000     May 22, 2005 and June 20, 2005
Series 00-3
    500,000     October 20, 2005 and November 21, 2005
Series 99-3
    300,000     November 21, 2005
Series 99-2
    500,000     July 20, 2006
Series 04-1
    200,000     April 20, 2007
Series 02-4
    600,000     May 21, 2007
Series 02-1
    300,000     January 20, 2009 and February 20, 2009
Series 02-2
    300,000     January 20, 2009 and February 20, 2009
   
 
     
Total
  $ 4,950,000      
   
 
     

     Our term asset-backed securitizations require the accumulation of principal cash payments received by the Metris Master Trust to fund the repayment of these obligations at the time of maturity. Historically, the Company achieved this by either obtaining a paired-series funding vehicle or defeasing the maturing bonds with draw downs on existing conduit facilities or other funding vehicles prior to the start of the accumulation period.

     Our receivable funding needs for the remainder of 2004 and 2005 will be covered by portfolio attrition and future asset-backed securitizations. We have a $1.5 billion MBIA commitment to provide insurance coverage on future asset-backed security transactions, of which $300 million is currently available. The remaining $1.2 billion of commitment becomes available as MBIA insured term asset-backed securitizations mature in 2005.

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     The Metris Master Trust and the associated off-balance sheet debt provide for early amortization if certain events occur. The significant events include (i) one-month and three-month average excess spreads below certain levels, (ii) negative transferor’s interest within the Metris Master Trust or (iii) failure to obtain funding prior to an accumulation period for a maturing term asset-backed securitization. In addition, there are various triggers within our securitization agreements that, if broken, would restrict the release of cash to us from the Metris Master Trust. The triggers are related to the performance of the Metris Master Trust, generally the average of net excess spread over a one- to three-month period. This restricted cash provides additional security to the investors and credit enhancers in the Metris Master Trust. We reflect cash restricted from release in the Metris Master Trust, at fair value, in “Retained interests in loans securitized” in the consolidated balance sheet.

     The following table shows the weighted-average annualized yields, defaults, costs and excess spreads for the Metris Master Trust on a cash basis:

                                 
    Three Months Ended September 30,
(In thousands)
  2004
  2003
Gross yield (1)
  $ 430,380       26.49 %   $ 577,801       26.38 %
Annual principal defaults
    272,706       16.79 %     438,779       20.03 %
 
   
 
     
 
     
 
     
 
 
Net portfolio yield
    157,674       9.70       139,022       6.35 %
Annual interest expense and servicing fees
    65,060       4.12 %     76,252       3.65 %
 
   
 
     
 
     
 
     
 
 
Net excess spread
  $ 92,614       5.58 %   $ 62,770       2.70 %
 
   
 
     
 
     
 
     
 
 
                                 
    Nine Months Ended September 30,
(In thousands)
  2004
  2003
Gross yield (1)
  $ 1,380,746       26.92 %   $ 1,844,344       26.99 %
Annual principal defaults
    947,292       18.47 %     1,424,371       20.84 %
 
   
 
     
 
     
 
     
 
 
Net portfolio yield
    433,454       8.45 %     419,973       6.15 %
Annual interest expense and servicing fees
    187,461       3.81 %     247,996       3.82 %
 
   
 
     
 
     
 
     
 
 
Net excess spread
  $ 245,993       4.64 %   $ 171,977       2.33 %
 
   
 
     
 
     
 
     
 
 

1) Includes cash flows from finance charges, late, overlimit and cash advance fees, bad debt recoveries, interchange income and debt waiver fees, less finance charge and fee charge-offs.

     The following table shows the principal receivables and delinquent principal receivables in the Metris Master Trust:

                         
    September 30,   December 31,   September 30,
(Dollars in thousands)
  2004
  2003
  2003
Principal receivables
  $ 6,304,711     $ 7,489,568     $ 8,297,543  
2-cycle plus delinquent principal receivables
    514,011       698,574       767,224  
Principal delinquency ratio
    8.2 %     9.3 %     9.3 %

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     The cash restricted from release to us is limited to the amount of excess spread generated in the Metris Master Trust on a cash basis. During periods of lower excess spreads, the required amount of excess spread to be restricted in the Metris Master Trust may not be achieved. During those periods, all excess spread normally released to MRI will be restricted from release. Once the maximum required amount of cash is restricted from release or excess spreads improve, cash can again be released from the spread accounts. Based on the performance of our Metris Master Trust, the amount of cash required to be restricted was $152 million at September 30, 2004 and $294 million at December 31, 2003. As of September 30, 2004, $94.4 million had been restricted from release in the Metris Master Trust due to performance, $13.2 million had been restricted from release due to corporate debt ratings, and $44.7 million was restricted from release for non-performance based reserves. As of December 31, 2003, $255.4 million had been restricted from release in the Metris Master Trust due to performance, $21.4 million had been restricted from release due to corporate debt ratings, and $16.9 million was restricted from release for non-performance based reserves. In addition, $12.2 million was restricted from release for defeasance of series 2001-1. The $161.0 million decrease in cash restricted from release due to performance is due primarily to the improving excess spreads in the Metris Master Trust. The $8.2 million decrease in cash restricted for corporate debt ratings resulted from the defeasance of series 1999-1 during the first quarter of 2004. On October 20, 2004 approximately $60.0 million in cash previously restricted was released to us as a result of improved performance in the Metris Master Trust.

     The Company’s 1998 through 2002 federal income tax returns are under examination by the Internal Revenue Service (“IRS”). Both the Company and the IRS have proposed adjustments involving the tax treatment of certain credit card fees as original issue discount (“OID”). These fees include late, overlimit, interchange, cash advance and annual fees. Although these fees are primarily reported as income when billed for financial reporting purposes, we believe the fees create OID that should be deferred and amortized over the remaining life of the underlying credit card loans for tax purposes. As of September 30, 2004 and December 31, 2003, the Company had deferred cumulative federal income tax related to this issue of approximately $139 million and $179 million, respectively. The decrease is primarily attributable to the decrease in managed receivables. Our treatment of these fees is consistent with that of many other United States credit card issuers. Furthermore, we believe our treatment of these fees is appropriate based on relevant technical authority and specific guidance issued by the IRS regarding late fees. However, the timing and amount of any final resolution remain uncertain. We continue to work with the IRS to resolve this matter and do not expect to pay any incremental tax related to this issue in the next twelve months nor do we expect the resolution of this matter to have a material adverse effect on future earnings.

     Our senior unsecured debt is rated by Moody’s Investor Services (“Moody’s”), Standard & Poor’s Rating Services (“S&P”) and Fitch, Inc. (“Fitch”). Factors affecting the various ratings include the overall health of the global/national economy, specific economic conditions impacting the subprime consumer finance industry, and the overall financial performance of the Company, including earnings, credit losses, delinquencies, excess spreads in the Metris Master Trust, and our overall liquidity. Certain of our term asset-backed securitizations allow for the release of restricted cash if our corporate debt ratings go above certain levels. The table below illustrates the current debt ratings of MCI:

                         
            Standard    
    Moody's
  & Poor's
  Fitch
Metris Companies Inc.
                       
Senior unsecured debt:
                       
Rating
  Caa2   CCC     B-  
Outlook
  Positive   Stable   Stable

Capital Adequacy

     In the normal course of business, Direct Merchants Bank enters into agreements, or is subject to regulatory requirements, that result in cash, debt, and dividend or other capital restrictions.

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     The Federal Reserve Act imposes various legal limitations on the extent to which banks can finance or otherwise supply funds to their affiliates. In particular, Direct Merchants Bank is subject to certain restrictions on any extensions of credit to, or other covered transactions, such as certain purchases of assets, with MCI and its affiliates. Such restrictions limit Direct Merchants Bank’s ability to lend to MCI and its affiliates. Additionally, Direct Merchants Bank is limited in its ability to declare dividends to MCI in accordance with the national bank dividend provisions.

     Direct Merchants Bank is subject to certain capital adequacy guidelines adopted by the OCC. At September 30, 2004 and December 31, 2003, Direct Merchants Bank’s Tier 1 risk-based capital ratio, risk-based total capital ratio, and Tier 1 leverage ratio exceeded the minimum required capital levels, as illustrated in the table below.

     Under capital adequacy guidelines and the regulatory framework for prompt corrective action, Direct Merchants Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items, as calculated under regulatory accounting practices. Direct Merchants Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

     Quantitative measures established by regulation to ensure capital adequacy require Direct Merchants Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 leverage capital (as defined) to average assets (as defined). Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions, by regulators that, if undertaken, could have a direct material adverse effect on our financial statements.

     Additional information about Direct Merchants Bank’s actual capital amounts and ratios are presented in the following table:

                                                 
                    To Be    
                    Adequately   To Be Well
    Actual
  Capitalized
  Capitalized
As of September 30, 2004
  Amount
  Ratio
  Amount
  Ratio
  Amount
  Ratio
Total Capital (to risk-weighted assets)
  $ 249,776       140.3 %   $ 14,245       8.0 %   $ 17,806       10.0 %
Tier 1 Capital (to risk-weighted assets)
    247,418       139.0 %     7,122       4.0 %     10,684       6.0 %
Tier 1 Capital (to average assets)
    247,418       69.8 %     14,175       4.0 %     17,719       5.0 %
                                                 
                    To Be    
                    Adequately   To Be Well
    Actual
  Capitalized
  Capitalized
As of December 31, 2003
  Amount
  Ratio
  Amount
  Ratio
  Amount
  Ratio
Total Capital (to risk-weighted assets)
  $ 240,868       140.0 %   $ 13,760       8.0 %   $ 17,200       10.0 %
Tier 1 Capital (to risk-weighted assets)
    238,328       138.6 %     6,880       4.0 %     10,320       6.0 %
Tier 1 Capital (to average assets)
    238,328       70.2 %     13,589       4.0 %     16,987       5.0 %

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     FFIEC guidelines indicate that an institution with a concentration in subprime lending should hold one and one-half to three times the normal minimum capital required.

     Direct Merchants Bank and MCI have entered into a Capital Assurance and Liquidity Maintenance Agreement (“CALMA”) that requires MCI to make such capital infusions or provide the Bank with financial assistance so as to permit the Bank to meet its liquidity requirements.

     Direct Merchants Bank has also entered into a Liquidity Reserve Deposit Agreement under which the Bank has established restricted deposits with third-party depository banks for the purpose of supporting Direct Merchants Bank’s funding needs. These deposits are invested in short-term liquid investments and are classified on the consolidated balance sheets as the “Liquidity reserve deposit.” As of September 30, 2004, the balance of the liquidity reserve deposit was $79.7 million.

     Finally, the Company’s Modified Operating Agreement with the OCC requires, among other things, that:

  The Bank must maintain minimum capital at the dollar amount reported on its September 30, 2003 Call Report ($213 million), unless otherwise approved by the OCC. The Bank may continue to pay dividends in accordance with applicable statutory and regulatory requirements provided capital remains at the required level.
 
  The Bank must maintain liquid assets at the greater of $35 million or 100% of the average highest daily funding requirement for managed receivables ($32.9 million at September 30, 2004).
 
  The Bank must comply with the terms of the Liquidity Reserve Deposit Agreement and the CALMA.
 
  MCI must comply with the terms of the CALMA.

     The Company believes it is currently in compliance with all of the terms of the Modified Operating Agreement. If the OCC were to conclude that the Bank failed to adhere to any provisions of the Modified Operating Agreement, the OCC could pursue various enforcement options. If any of these options were to be pursued by the OCC, it could have a material adverse effect on our operations or capital position.

Selected Operating Data — Managed Basis

     In addition to analyzing the Company’s performance on an owned basis, we analyze the Company’s financial performance on a managed loan portfolio basis. On a managed basis, the balance sheets and income statements include other investors’ interests in securitized loans that are not assets of the Company, thereby reversing the effects of sale accounting under SFAS No. 140. We believe this information is meaningful to the reader of the financial statements. We service the receivables that have been securitized and sold and own the right to the cash flows from those receivables sold in excess of amounts owed to security holders.

     The following information is not in conformity with accounting principles generally accepted in the United States of America; however, we believe the information is relevant to understanding the overall financial condition and results of operations of the Company.

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Table 7: Managed Loan Portfolio
(Dollars and accounts in thousands)

                           
            Three Months Ended    
    September 30,   December 31,   September 30,
    2004
  2003
  2003
Account originations:
               118                     76                              117           
                         
    September 30,   December 31,   September 30,
    2004
  2003
  2003
Period-end gross active accounts:
                       
Credit card loans
    60       93       111  
Receivables held by the Metris Master Trust
    2,117       2,389       2,611  
 
   
 
     
 
     
 
 
Managed
    2,177       2,482       2,722  
 
   
 
     
 
     
 
 
Period-end balances:
                       
Credit card loans
  $ 70,389     $ 128,615     $ 110,922  
Receivables held in the Metris Master Trust
    6,711,075       8,003,216       8,870,955  
 
   
 
     
 
     
 
 
Managed
  $ 6,781,464     $ 8,131,831     $ 8,981,877  
 
   
 
     
 
     
 
 
                                                 
    September 30,   % of   December 31,   % of   September 30,   % of
    2004
  Total
  2003
  Total
  2003
  Total
Loans contractually delinquent:
                                               
Credit card loans
    8,789       12.5 %     20,309       15.8 %     16,746       15.1 %
Receivables held in the Metris Master Trust
    648,418       9.7 %     881,766       11.0 %     980,930       11.1 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Managed
  $ 657,207       9.7 %   $ 902,075       11.1 %   $ 997,676       11.1 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
                                                                 
    Three Months Ended           Nine Months Ended        
    September 30,
          September 30,
       
    2004
          2003
          2004
          2003
       
Average balances:
                                                               
Credit card loans
  $ 72,581             $ 512,710             $ 93,363             $ 650,887          
Receivables held in the Metris Master Trust
    6,892,481               9,417,277               7,311,173               9,903,679          
 
   
 
             
 
             
 
             
 
         
Managed
  $ 6,965,062             $ 9,929,987             $ 7,404,536             $ 10,554,566          
 
   
 
             
 
             
 
             
 
         
Net charge-offs:
                                                               
Credit card loans
  $ 2,490       13.6 %   $ 66,995       51.8 %   $ 17,735       25.4 %   $ 118,986       24.4 %
Receivables held in the Metris Master Trust
    253,782       14.6 %     505,856       21.3 %     888,952       16.3 %     1,447,256       19.5 %
 
   
 
             
 
             
 
             
 
         
Managed
  $ 256,272       14.6 %   $ 572,851       22.9 %   $ 906,687       16.4 %   $ 1,566,242       19.8 %
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
 

     The decrease in the managed delinquency rates as of September 30, 2004 compared to December 31, 2003 and September 30, 2003 reflects various factors, including improved credit quality in the Metris Master Trust, improved collection initiatives and improvements in the macro economy.

     Total managed loans decreased $1.3 billion to $6.8 billion as of September 30, 2004, compared to $8.1 billion as of December 31, 2003. This was primarily due to a reduction in credit lines, tighter underwriting standards and a decrease in gross active accounts. The ending balance per managed gross active account was $3,115 as of September 30, 2004 compared to $3,276 at December 31, 2003 and $3,300 at September 30, 2003. The amount of credit card receivables in debt forbearance programs was $596.7 million or 8.8% of total managed loans as of September 30, 2004, compared with $695.4 million or 8.6% of managed loans as of December 31, 2003. All delinquent receivables in debt forbearance programs are included in Table 7.

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     The managed net charge-off ratios were 14.6% and 16.4% for the three- and nine-month periods ended September 30, 2004. This represents improvements of 830 and 340 basis points, respectively over the comparable periods in 2003. These improvements resulted primarily from the improved credit quality in the Metris Master Trust. The higher charge-off ratio in 2003 also resulted from losses associated with asset sales in the third and fourth quarters of 2003.

     We charge-off bankrupt accounts 60 days following formal notification. Charge-offs due to bankruptcies were $94.4 million, representing 26.0% of total managed gross charge-offs for the three months ended September 30, 2004 and $171.9 million, representing 28.6% of total managed gross charge-offs for the three months ended September 30, 2003. Charge-offs due to bankruptcies were $310.0 million, representing 24.3% of total managed gross charge-offs for the nine months ended September 30, 2004 and $539.1 million, representing 32.7% of total managed gross charge-offs for the nine months ended September 30, 2003. In addition to those bankrupt accounts that were charged-off, we had received formal notification of $49.7 million and $80.3 million of managed bankrupt accounts that had not been charged-off as of September 30, 2004 and 2003, respectively.

Table 8: Equity Ratios

                         
    September 30,   December 31,   September 30,
(Dollars in thousands)
  2004
  2003
  2003
Equity to managed assets:
                       
Total equity
    945,657       909,193       874,983  
Total managed assets
    7,042,176       8,098,524       8,793,233  
 
   
 
     
 
     
 
 
Ratio of equity to managed assets
    13.4 %     11.2 %     10.0 %
 
   
 
     
 
     
 
 
Common shareholder book value:
                       
Common shareholder equity
  $ 442,435     $ 438,465     $ 414,613  
Common shares outstanding
    58,044       57,807       57,856  
Common shareholder book value
  $ 7.62     $ 7.58     $ 7.17  
Total shareholders’ equity
  $ 945,657     $ 909,193     $ 874,983  
Preferred securities on a converted basis
    45,054       42,616       42,616  
Diluted shares outstanding
    103,098       100,423       100,472  
Total book value
  $ 9.17     $ 9.05     $ 8.71  

Forward-Looking Statements

     This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. Forward-looking statements include, without limitation: expressions of the “belief,” “anticipation,” “intent,” or “expectations” of management; statements and information as to our strategies and objectives; return on equity; changes in our managed loan portfolio; net interest margins; funding costs; liquidity; cash flow; operating costs and marketing expenses; delinquencies and charge-offs and industry comparisons or projections; statements as to industry trends or future results of operations of the Company and its subsidiaries; and other statements that are not historical fact. Forward-looking statements may be identified by the use of terminology such as “may,” “will,” “believes,” “does not believe,” “no reason to believe,” “expects,” “plans,” “intends,” “estimates,” “anticipated,” or “anticipates” and similar expressions, as they relate to the Company or our management. Forward-looking statements are based on certain assumptions by management and are subject to risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements.

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     These risks and uncertainties include, but are not limited to, our high liquidity requirement and our need to enter into financing transactions on a regular basis; the risk of reduced funding availability and increased funding costs; the higher delinquency and charge-off rates of our targeted middle-market consumers as compared to higher income consumers; the risk that certain events could result in early amortization (required repayment) of the securities issued by the Metris Master Trust; the risk that the recent improvement in our delinquency and charge-off rates may not continue; the risk that Direct Merchants Bank’s regulators could impose additional restrictions that could negatively impact our operations or financial condition, including further restrictions or limitations relating to Direct Merchants Bank’s minimum capital and credit loss reserves requirements and its ability to pay distributions to us; risks associated with Direct Merchants Bank’s ability to operate in accordance with its regulatory restrictions, including those in its Modified Operating Agreement with the OCC; the risk that we could be required to provide support to Direct Merchants Bank; risks associated with fluctuations in the value of and income earned from our retained interests in securitizations; interest rate risk, including the risk of adverse changes in the interest rates on the funds we borrow and the amounts we loan to our credit card customers; risks associated with the intense competition we face; the effect of laws and regulations that apply to us, or adverse changes in those laws or regulations, including, among others, laws and regulations that limit the fees and charges that we are allowed to impose, regulate our practices for collection and sharing of non-public customer information, govern the sale and terms of products and services we offer and require that we obtain and maintain licenses and qualifications; the risk that we may be adversely affected by litigation involving us, by our ongoing SEC and OCC investigations or by the Internal Revenue Service’s examination of our treatment of certain credit card fees as original issue discount; the effects of our previous restatements of our financial results; the impact of recent decisions in the antitrust litigation involving MasterCard and Visa and other industry-wide risks including, among others, the risk of fraud by cardholders and third parties and the risk of decreased consumer acceptance of credit card products; and general economic conditions that can have a negative impact on the performance of credit card loans and the marketing of our credit protection, insurance and other products.

     These risks are discussed in our Annual Report on Form 10-K/A for the year ended December 31, 2003 in Item 1 of such report under the heading “Risk Factors.” Certain of these and other risks and uncertainties also are discussed herein in “Legal Proceedings” on page 46, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 24-45 hereof, and “Quantitative and Qualitative Disclosures About Market Risk” on page 45 hereof. Other factors may in the future prove to be important in causing actual results to differ materially from those contained in any forward-looking statement. Readers are cautioned not to place undue reliance on any forward-looking statement, which speaks only as of the date thereof. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Market risk is the risk of loss from adverse changes in market prices and rates. Our principal market risk is due to changes in interest rates. This affects us directly in our lending and borrowing activities, as well as indirectly, as interest rates may impact the payment performance of our cardholders.

     To manage our direct risk to market interest rates, management actively monitors the interest rates and the interest sensitive components of our balance sheet to minimize the impact that changes in interest rates have on the fair value of assets, net income and cash flow. We seek to minimize that impact primarily by matching asset and liability re-pricings.

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     Our primary assets are “Credit card loans,” and “Retained interests in loans securitized.” Our receivables and receivables held by the Metris Master Trust are virtually all priced at rates indexed to the variable Prime Rate. We fund “Credit card loans” through a combination of cash flows from operations, bank loans, long-term debt and equity issuances. Our securitized loans are held by the Metris Master Trust and bank-sponsored multi-seller commercial paper conduits and investors in term series securities within the Metris Master Trust, which have committed funding primarily indexed to variable commercial paper rates and LIBOR. The long-term debt includes $148.4 million at a fixed interest rate and $300 million indexed to LIBOR. At September 30, 2004 and 2003, none of the securities issued out of the Metris Master Trust and conduit funding of securitized receivables were funded with fixed rate securities.

     In an interest rate environment with rates significantly above current rates, the potential negative impact on earnings of higher interest expense is partially mitigated by fixed rate funding and interest rate cap contracts.

     The approach we use to quantify interest rate risk is a sensitivity analysis, which we believe best reflects the risk inherent in our business. This approach calculates the impact on net income from an instantaneous and sustained change in interest rates of 200 basis points. In this analysis, interest rates on our floating rate debt are not allowed to decrease below zero percent. Assuming that we take no counteractive measures, as of September 30, 2004, a 200-basis-point increase in interest rates affecting our floating rate financial instruments, including both debt obligations and receivables issued or owned by us or the Metris Master Trust, would result in a decrease in “Income (loss) before income taxes” of approximately $18.2 million relative to a no interest-rate increase base case over the next 12 months, compared to an approximate $14.6 million decrease as of September 30, 2003. A decrease of 200 basis points would result in an increase in “Income (loss) before income taxes” of approximately $58.9 million as of September 30, 2004, compared to an increase of $28.5 million as of September 30, 2003.

     The change in sensitivity for the 200 basis point increase is primarily due to a smaller receivable base offset by a higher percentage of receivables impacted by a rate increase. The change in sensitivity for the 200 basis point decrease is due to a larger decrease from interest expense as well as replacing $225 million of long-term fixed rate debt with $300 million of long-term debt indexed to LIBOR. As LIBOR rates have increased, the impact on interest expense from falling rates has increased since interest expense can fall further before reaching zero percent.

ITEM 4 CONTROLS AND PROCEDURES

     Under the supervision and with the participation of the Company’s management, including the Chairman and Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), we evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act). Based on that evaluation, the Company’s management, including the CEO and CFO, have concluded that, as of September 30, 2004, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in the reports we file under the Securities Exchange Act of 1934, as amended (“Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms. During the quarter ended September 30, 2004, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

     Reference is made to Part I, Item 3 of the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003, which summarizes two pending lawsuits involving the Company and certain of its officers and directors, and Part I, Item 1 “Regulatory Investigations,” which summarizes a pending OCC investigation.

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     On August 5, 2003, we received notification from the SEC that we are the subject of a formal, nonpublic investigation. We believe that this investigation initially related primarily to our treatment of the “Allowance for loan losses” in 2001 and subsequent years, our 2001 credit line increase program and other related matters. On December 9, 2003, we received notification that the scope of the investigation was expanded to include matters related to our valuation of “Retained interests in loans securitized”. The Company subsequently has received additional SEC subpoenas and requests for information on related and other financial accounting issues, as well as the above matters. The SEC has advised us that this is a fact-finding inquiry and that it has not reached any conclusions related to this matter. We are responding fully to the SEC in its investigation. The SEC has informed us that it is reviewing the information and documents that we have submitted. We anticipate that we will provide additional information and documents to the SEC in the future. The SEC also has interviewed certain of our current and former executive officers and our directors in connection with its investigation. At this time, we cannot predict how long the SEC investigation will last or what the results of the investigation will be. If the SEC determines that we or our officers and directors have violated federal securities laws or the SEC’s rules and regulations, we could be subject to SEC enforcement action, including potential fines and penalties, which could materially adversely affect our results of operations or financial condition. We cannot assure you the resolution of the SEC investigation will not necessitate further amendments or restatements to our previously filed reports. We do not believe, however, that we or our officers or directors have violated any such laws, rules or regulations.

     The Company currently is not otherwise subject to any pending litigation other than routine litigation arising in the ordinary course of business. Although the ultimate outcome of these matters cannot be predicted, we believe, based on information currently available, that the resolution of those legal matters will not result in any material adverse effect on our results of operations, financial condition or ability to operate our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     None

Item 3. Defaults Upon Senior Securities

     None

Item 4. Submission of Matters to a Vote of Security Holders

(a)   The Company held its annual meeting of stockholders on September 15, 2004 and the following matters were voted on at that meeting.
 
(b)   The directors listed below were elected at that meeting.

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(1)   The holders of our Common Stock elected seven directors for a one-year term:
       
 
 Leo R. Breitman
  Edward B. Speno
 
 John A. Cleary
  Frank D. Trestman
 
 Jerome J. Jenko
  David D. Wesselink
 
 Donald J. Sanders
   

(2)   The holders of our Series C Preferred Stock elected four directors for a one-year term:
       
 
 C. Hunter Boll
  David V. Harkins
 
 Thomas M. Hagerty
  Thomas H. Lee

(c)   Matters Voted Upon:

(1)   The election of the following directors who will serve until their successors are elected and qualified, or their earlier death or resignation:
                             
                            Broker Non-
Director
  For
  Against
  Withheld
  Abstentions
  Vote
Leo R. Breitman
    48,903,757     None     4,478,031     None   None
John A. Cleary
    48,209,062     None     5,172,725     None   None
Jerome J. Jenko
    48,898,516     None     4,483,271     None   None
Donald J. Sanders
    48,904,879     None     4,476,908     None   None
Edward B. Speno
    48,200,773     None     5,181,015     None   None
Frank D. Trestman
    48,899,822     None     4,481,965     None   None
David D. Wesselink
    48,914,805     None     4,466,982     None   None
C. Hunter Boll
    43,756,847     None   None   None   None
Thomas M. Hagerty
    43,756,847     None   None   None   None
David V. Harkins
    43,756,847     None   None   None   None
Thomas H. Lee
    43,756,847     None   None   None   None

(2)   The approval of the Metris Companies Inc. Annual Incentive Bonus Plan for Designated Corporate Officers:
                         
                        Broker Non-
For
  Against
  Withheld
  Abstentions
  Vote
68,932,903
    5,143,768     None     1,436,164     None

(3)   Ratification of the selection of KPMG LLP as independent auditor of the Company for the fiscal year ending December 31, 2004:
                         
For
  Against
  Withheld
  Abstentions
  Vote
96,799,238
    222,474     None     116,922     None

Item 5. Other Information

     None

Item 6.  Exhibits

     
31.1
  Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
 
31.2
  Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
 
32.1
  Certification of Principal Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
 
32.2
  Certification of Principal Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.

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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.

             
    METRIS COMPANIES INC.
    (Registrant)
 
           
Date: November 09, 2004
  By:   /s/ William A. Houlihan    
     
   
    William A. Houlihan
    Executive Vice President and Chief Financial Officer
    (Principal Financial Officer and Duly Authorized
    Officer of Registrant)

49