Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
Quarterly Report under Section 13 or 15 (d)
Of The Securities Exchange Act of 1934
For the Quarter Ended: September 30, 2000 Commission File Number: 000-23745
BNP U.S. FUNDING L.L.C.
-----------------------
(Exact name of registrant as specified in its charter)
------------------------------------------------------
Delaware 13-3972207
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
787 Seventh Avenue, New York, New York
--------------------------------------
(Address of principal executive offices)
10019
-----
(Zip Code)
(212) 841-2000
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [x] No [ ]
Common Stock, $10,000 Par Value 53,011
------------------------------- ------
Number of shares outstanding of the issuer's class of common stock on
September 30, 2000
<PAGE>
Form 10-Q Index
Part I Page
Item 1. Financial Statements - BNP U.S. FUNDING L.L.C.:
Balance Sheet at September 30, 2000 and December 31, 1999 3
Statement of Income for the nine months ended September 4
30, 2000 and September 30, 1999
Statement of Comprehensive Income for the quarters 5
ended September 30, 2000 and September 30, 1999
Statement of Comprehensive Income for the nine months 5
ended September 30, 2000 and September 30, 1999
Statement of Changes in Securityholders' Equity for the 6
quarters ended September 30, 2000 and September 30,
1999
Statement of Cash Flows for the nine month period ended 7
September 30, 2000 and September 30, 1999
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial 15
Condition and Results of Operation
Item 3. Quantitative and Qualitative Disclosures about Market Risk 18
Part II
Item 1. Legal Proceedings 20
Item 2. Changes in Securities and Use of the Proceeds 20
Item 3. Defaults Upon Senior Securities 21
Item 4. Submission of Matters to a Vote of Security Holders 21
Item 5. Other Information 21
Item 6. Exhibits and Current Reports on Form 8-K 21
<PAGE>
Part I Item 1.
BNP U.S. FUNDING L.L.C.
BALANCE SHEET
(in thousands, except per share data)
<TABLE>
PENDING September 30, 2000 December 31, 1999
(unaudited) (audited)
------------------ -----------------
ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 57,243 $ 27,189
Investment securities (Notes 3 and 4) 993,668 981,352
Available-for-sale, at fair value
Receivable arising from payment for securities, 205,457 238,038
pursuant to the application of SFAS 125 (Note 3)
Accounts receivable --- 15
Accrued interest receivable 6,718 6,232
Other assets --- 10,367
-----------
TOTAL ASSETS $ 1,263,086 $ 1,263,193
========== ==========
LIABILITIES:
Obligation arising from the receipt of securities, $ 199,181 $ 233,056
pursuant to the application of SFAS 125 (Note 3)
Payable for securities purchased 16,573
---
Accrued expenses 41 6
Other liabilities 10,394 ---
----------- -----------
TOTAL LIABILITIES 226,189 233,062
----------- -----------
Redeemable common securities, par value and redeemable 530,110 530,110
value $10,000 per security; 150,000 securities
authorized,
53,011 securities issued and outstanding (Note 5)
Preferred securities, liquidation preference $10,000 per 500,000 500,000
security; 150,000 securities authorized, 50,000
securities issued and outstanding
Additional paid in capital 6 6
Accumulated other comprehensive income (15,770) (4,923)
Retained earnings 22,551 4,938
----------- -----------
TOTAL REDEEMABLE COMMON SECURITIES,
PREFERRED SECURITIES AND
SECURITYHOLDERS' EQUITY 1,036,897 1,030,131
----------- -----------
TOTAL LIABILITIES AND TOTAL REDEEMABLE COMMON SECURITIES,
PREFERRED SECURITIES AND SECURITYHOLDERS' EQUITY $ 1,263,086 $ 1,263,193
========== ==========
</TABLE>
The accompanying Notes to Financial Statements are an integral part of these
Statements.
<PAGE>
BNP U.S. FUNDING L.L.C.
STATEMENT OF INCOME
(in thousands, except per share data)
<TABLE>
Three-month period ended Three-month period
September 30, 2000 ended September 30, 1999
(unaudited) (unaudited)
------------------------- ------------------------
INTEREST INCOME:
Collateralized Mortgage Obligations:
<S> <C> <C>
Floating-Rate REMICs $ 1,617 $ 1,701
Fixed-Rate REMICs 877 1,043
Mortgage Backed Securities:
Agency ARMs 1,509 1,678
Agency Hybrid ARMs 1,931 2,391
Agency DUSs 3,906 1,397
Agency Debentures 6,524 5,421
Treasury Notes --- 179
Interest on Deposits 759 778
--------- ---------
Total 17,123 14,588
--------- ---------
NONINTEREST EXPENSE:
Realized Loss on Treasury Notes --- 322
Fees and expenses 112 107
--------- ---------
112 429
--------- ---------
NET INCOME APPLICABLE TO PREFERRED AND
REDEEMABLE COMMON SECURITIES $ 17,011 $ 14,159
========= =========
NET INCOME PER REDEEMABLE COMMON SECURITY $ 320.90 $ 267.10
========= =========
Nine-month period ended Nine-month period ended
September 30, 2000 September 30, 1999
------------------------- ------------------------
(unaudited) (unaudited)
INTEREST INCOME:
Collateralized Mortgage Obligations:
Floating-Rate REMICs $ 4,938 $ 5,918
Fixed-Rate REMICs 2,735 3,548
Mortgage Backed Securities:
Agency ARMs 4,694 5,710
Agency Hybrid ARMs 6,185 7,442
Agency DUSs 10,043 2,558
Agency Debentures 18,801 10,637
Treasury Notes --- 4,457
Interest on Deposits 2,438 2,406
--------- ---------
Total 49,834 42,675
--------- ---------
NONINTEREST EXPENSE:
Realized loss on Treasury Notes --- 338
Fees and expenses 368 336
--------- ---------
368 674
--------- ---------
NET INCOME APPLICABLE TO PREFERRED AND
REDEEMABLE COMMON SECURITIES $ 49,466 $ 42,001
========= =========
NET INCOME PER REDEEMABLE COMMON SECURITY $ 568.20 $ 427.38
========= =========
</TABLE>
The accompanying Notes to Financial Statements are an integral
part of these Statements.
<PAGE>
BNP U.S. FUNDING L.L.C.
STATEMENT OF COMPREHENSIVE INCOME
(in thousands)
<TABLE>
Three-month period Three-month period
PENDING ended September ended September
30, 2000 30, 1999
(unaudited) (unaudited)
------------------ ------------------
<S> <C> <C>
NET INCOME $ 17,011 $ 14,159
OTHER COMPREHENSIVE INCOME:
Net change in unrealized gain (loss) in fair value of
securities available-for-sale treated as collateral
(Note 3) 634 47
Net change in unrealized gain (loss) in fair value of
obligation arising from the receipt of securities
pursuant to the application of SFAS 125 (Note 3) (634) (47)
Net change in unrealized gain (loss) in fair value of
securities and related interest and foreign
exchange rate swaps available-for-sale not treated
as collateral (Note 3) (15,527) (17,103)
--------- ---------
OTHER COMPREHENSIVE INCOME (15,527) (17,103)
--------- ---------
COMPREHENSIVE INCOME $ 1,484 $ (2,944)
========= =========
Nine-month period Nine-month period
PENDING ended September ended September
30, 2000 30, 1999
(unaudited) (unaudited)
----------------- -----------------
NET INCOME $ 49,466 $ 42,001
OTHER COMPREHENSIVE INCOME:
Net change in unrealized gain (loss) in fair value of
securities available-for-sale treated as collateral
(Note 3) (1,294) (10,967)
Net change in unrealized loss (gain) in fair value
of obligation arising from the receipt of
securities pursuant to the application of SFAS 125
(Note 3) 1,294 10,967
Net change in unrealized gain (loss) in fair value of
securities and related interest and foreign exchange
rate swaps available-for-sale not treated as
collateral (Note 3) (10,847) (26,278)
--------- ---------
OTHER COMPREHENSIVE INCOME (10,847) (26,278)
--------- ---------
COMPREHENSIVE INCOME $ 38,619 $ 15,723
========= =========
</TABLE>
The accompanying Notes to Financial Statements are an integral part of these
Statements.
<PAGE>
BNP U.S. FUNDING L.L.C.
STATEMENT OF CHANGES IN REDEEMABLE COMMON SECURITIES, PREFERRED SECURITIES
AND SECURITYHOLDERS' EQUITY
(in thousands)
<TABLE>
PENDING TOTAL REDEEMABLE
ACCUMULATED COMMON SECURITIES,
OTHER PREFERRED SECURITIES
REDEEMABLE ADDITIONAL AND
COMMON PREFERRED PAID IN COMPREHENSIVE RETAINED SECURITYHOLDERS'
SECURITIES SECURITIES CAPITAL INCOME EARNINGS EQUITY
---------- ---------- ------- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998 $ 530,110 $ 500,000 $ 6 $ 9,285 $4,750 $ 1,044,151
--------- --------- --------- --------- --------- ---------
Net income 42,001 42,001
Other comprehensive income (26,278) (26,278)
Dividends Paid- Preferred (19,345) (19,345)
Securities
Dividends Paid- Common --- --- --- --- (8,454) (8,454)
Securities
--------- --------- --------- --------- --------- ---------
Balance at September 30, 1999 530,110 500,000 6 (16,993) 18,952 1,032,075
--------- --------- --------- --------- --------- ---------
Net income 15,684 15,684
Other comprehensive income 12,070 12,070
Dividends Paid-Preferred (19,345) (19,345)
Securities
Dividends Paid--Common --- --- --- --- (10,353) (10,353)
Securities --------- --------- --------- --------- --------- ---------
Balance at December 31, 1999 530,110 500,000 6 (4,923) 4,938 1,030,131
--------- --------- --------- --------- --------- ---------
Net income 49,466 49,466
Other comprehensive income (10,847) (10,847)
Dividends Paid - Preferred
Securities (19,345) (19,345)
Dividends Paid--Common --- --- --- --- (12,508) (12,508)
Securities --------- --------- --------- --------- --------- ---------
Balance at September 30, 2000 $ 530,110 $ 500,000 $ 6 $ (15,770) $22,551 $ 1,036,897
========= ========= ========= ========= ========= =========
</TABLE>
The accompanying Notes to Financial Statements are an integral part of these
Statements.
<PAGE>
BNP U.S. FUNDING L.L.C.
STATEMENT OF CASH FLOWS
(in thousands)
<TABLE>
Nine-month period Nine-month period
ended September ended September
30, 2000 30, 1999
(unaudited) (unaudited)
pending ----------------- -----------------
OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 49,466 $ 42,001
Adjustments to reconcile net income to cash provided from
operating activities:
Premium amortization 684 3,207
Net change in interest receivable (482) 12
Net change in accrued interest payable --- ---
Net change in accounts receivable 15 458
Net change in accrued expenses 35 (1)
-------- --------
Net cash provided from operating activities 49,718 45,677
-------- --------
INVESTING ACTIVITIES:
Purchase of investment securities:
Agency Debentures (25,071) (288,874)
Agency DUSs (41,644) (161,637)
Hybrid Arms (29,803) ---
Premium paid/discount received --- (112)
Interest receivable --- (1,534)
Sale of treasury note --- 145,240
Proceeds from principal payments of securities available-for-sale, 32,949 110,883
not treated as collateral
Proceeds from principal payments of securities available-for-sale,
treated as collateral 34,114 120,215
-------- --------
Net cash provided (used) by investing activities 12,189 (75,819)
-------- --------
FINANCING ACTIVITIES:
Cash dividends - preferred securities (19,345) (19,345)
Cash dividends - common securities (12,508) (8,454)
-------- --------
Net cash provided (used) by financing activities (31,853) (27,799)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 30,054 (57,941)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 27,189 84,013
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 57,243 $ 26,072
======== ========
NONCASH FINANCING AND INVESTING ACTIVITIES:
Decrease in receivable arising from payment for securities,
pursuant to the application of SFAS #125 (Note 3) 32,581 268,386
Decrease in obligation arising from receipt of securities,
pursuant to the application of SFAS #125 (Note 3) (32,581) (268,386)
-------- --------
TOTAL NONCASH FINANCING AND INVESTING ACTIVITIES $ --- $ ---
======== ========
</TABLE>
The accompanying Notes to Financial Statements are an integral part of these
Statements.
<PAGE>
NOTE 1--ORGANIZATION AND BASIS OF PRESENTATION
BNP U.S. Funding L.L.C. (the "Company") is a Delaware limited liability company
formed on October 14, 1997 for the purpose of acquiring and holding certain
types of eligible securities that generate net income for distribution to the
holders of its Series A Preferred Securities and its redeemable Common
Securities. The Company is a wholly owned subsidiary of the New York Branch (the
"Branch") of BNP Paribas (the "Bank"). The Bank is a French corporation that
conducts retail banking activities in France and corporate and private banking
and other financial activities both in France and throughout the world.
The Company was initially capitalized on October 14, 1997 with the issuance to
the Branch of one share of the Company's redeemable Common Securities, $10,000
par value (the "Common Securities"). On December 5, 1997 (inception), the
Company commenced operations concurrent with the issuance of 50,000
noncumulative preferred securities, Series A, liquidation preference $10,000 per
security, (the "Series A Preferred Securities") to qualified institutional
buyers, and the issuance of 53,010 Common Securities to the Branch. These
issuances raised in the aggregate $1,030,115,873 of net capital (including
$5,873 of additional paid in capital). This entire amount was used to acquire
from the Branch a portfolio of debt securities (including accrued interest) at
their fair values (the "Initial Portfolio").
The accounting and financial reporting policies of the Company conform to U.S.
generally accepted accounting principles and current industry practices. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and revenues during the
reporting periods. Actual results could differ from those estimates.
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT SECURITIES:
Investments in debt securities, both collateral and noncollateral (Note 3), are
classified as available for sale and are carried at fair value. Unrealized gains
and losses on these securities are reported as a component of "Other
Comprehensive Income".
Interest on securities is included in interest income and is recognized using
the interest method. Premiums and discounts are amortized using the effective
interest method and are recognized in interest income.
COMPREHENSIVE INCOME:
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income," requires the Company to report items of other comprehensive income by
their nature in a financial statement and display the accumulated balance of
other comprehensive income separately in Total Redeemable Common Securities,
Preferred Securities and Securityholders' Equity. Comprehensive income includes
net income, as reported, as well as the change in unrealized gains and losses on
available-for-sale securities and in the obligation arising from the receipt of
securities, pursuant to the application of SFAS 125 (defined below).
CASH AND CASH EQUIVALENTS:
Cash and cash equivalents include cash and short-term deposits with original
maturities of three months or less.
DIVIDENDS:
Dividends on the Series A Preferred Securities, when, as and if declared by the
Company's Board of Directors, are payable, out of the Company's net income,
determined without regard to capital gains or losses, semi-annually in arrears
on a non-cumulative basis on the fifth day of June and December of each year,
commencing June 5, 1998, at a rate per annum of 7.738% of the liquidation
preference through and including December 5, 2007. Thereafter, dividends, when,
as and if declared by the Company's Board of Directors, will be payable
quarterly in arrears on the third Wednesday of March, June, September, and
December of each year and will be calculated on a weekly basis in each quarter
at a rate per annum of the liquidation preference equal to 2.8% per annum above
one-week LIBOR for the week concerned as determined on the related LIBOR
Determination Date.
Holders of Common Securities are entitled to receive dividends when, as and if
declared by the Company's Board of Directors out of the Company's net income not
required to be applied to fund dividends with respect to the Series A Preferred
Securities.
To date, the Company has declared and paid dividends as follows:
Security Amount Date Paid
-------- ------ ---------
Series A Preferred Securities $19,345,000 June 5, 1998
$19,345,000 December 5, 1998
$19,345,000 June 5, 1999
$19,345,000 December 5, 1999
$19,345,000 June 5, 2000
Common Securities $5,347,365 June 22, 1998
$8,787,127 December 15, 1998
$8,454,284 June 15, 1999
$10,352,672 December 15, 1999
$12,508,486 June 19, 2000
If the Bank's financial condition were to deteriorate with the consequence that
a Shift Event (as defined below) were to occur, substantially all of the Common
Securities would be redeemed automatically without prior redemption of the
Series A Preferred Securities and dividends payable on each Series A Preferred
Security could be substantially reduced or completely eliminated. In addition,
if the Bank's Tier 1 risk-based capital ratio were to decline below the minimum
percentage required by French banking regulations (currently 4%), the Company
would pay a special dividend consisting of all of the Company's net assets
(other than assets having a total market value of approximately $40 million) to
the Bank as holder of the Common Securities.
A "Shift Event" would be deemed to have occurred if (i) the Bank's total
risk-based capital ratio or Tier 1 risk-based capital ratio were to decline
below the minimum percentages required by French banking regulations, (ii) the
Bank were to become subject to certain specified receivership proceedings or
(iii) the French Banking Commission (Commission bancaire), in its sole
discretion, were to notify the Bank and the Company that it has determined that
the Bank's financial condition was deteriorating such that either of the
foregoing clauses (i) or (ii) would apply in the near term. French banking
regulations currently require French banks to maintain a minimum total
risk-based capital ratio of at least 8.0% and a minimum Tier 1 risk-based
capital ratio of at least 4.0%.
The Company may not pay dividends or make other distributions on the Common
Securities or the Series A Preferred Securities if, after giving effect to the
distributions, the Company's liabilities would exceed the fair value of its
assets. Additionally, as long as any Series A Preferred Securities are
outstanding, except during a Shift Period (i.e., following the occurrence of a
Shift Event causing a shift in dividend preference and before the termination
thereof), the amount of dividends on the Common Securities in any fiscal year
may not exceed the amount by which the net income of the Company for such fiscal
year exceeds the stated dividends on the Series A Preferred Securities scheduled
to be paid during such fiscal year irrespective of whether dividends on the
Series A Preferred Securities are in fact declared and paid. Additionally, other
than during a Shift Period, no dividends may be declared, paid or set apart for
payment on the Common Securities (a) with respect to any period of time included
in any Dividend Period unless full dividends have been or contemporaneously are
declared and paid, or declared and a sum sufficient for the payment thereof is
set apart for such payment on the Series A Preferred Securities for the
then-current Dividend Period and (b) the Company may not declare, pay or set
apart funds for any dividends or other distributions with respect to any Common
Securities unless and until (x) full dividends on the Series A Preferred
Securities for the two most recent preceding Dividend Periods are declared and
paid, or declared and a sum sufficient for payment has been paid over to the
dividend disbursing agent for payment of such dividends and (y) the Company has
declared a cash dividend on the Series A Preferred Securities at the annual
dividend rate for the then-current Dividend Period, and sufficient funds have
been paid over to the dividend disbursing agent for payment of such cash
dividends for such then-current Dividend Period.
NET INCOME PER REDEEMABLE COMMON SECURITY:
Net income per redeemable common security is calculated by dividing net income
after preferred dividends by the weighted average number of Common Securities
outstanding.
INCOME TAXES:
The Company expects to be treated as a partnership for U.S. Federal income tax
purposes. As such, a partnership is not a taxable entity, the Company will not
be subject to U.S. federal, state and local income tax on its income. Instead,
each securityholder is required to take into account its allocable share of
items of income, gain, loss and deduction of the partnership in computing its
U.S. Federal tax liability. Accordingly, the Company has made no provision for
income taxes in the accompanying statement of income.
DERIVATIVES USED IN ASSET MANAGEMENT ACTIVITES:
As part of its asset management activities the Company uses interest rate swaps
to modify the interest rate and foreign exchange characteristics of existing
assets. The interest rate swaps have a high correlation between the instrument
and the asset being hedged, both at inception and throughout the hedge period.
The interest rate swaps are carried at fair value. The accrual of interest
receivable or interest payable on these interest rate swaps is reported in
Interest Income. Changes in the market values of these interest rate swaps,
exclusive of net interest accruals, are reported in Securityholders' Equity:
Accumulated Other Comprehensive Income.
FOREIGN CURRENCY TRANSLATION
Assets denominated in foreign currencies are translated to US dollars using
applicable rates of exchange. The entire change in the fair value of foreign
currency denominated investment securities classified as available for sale
(both the change in the market price of the security as expressed in US Dollars
and the change in the exchange rate between the assets denominated in foreign
currencies and the functional currency), together with the effects of hedging
instruments, is reported in Accumulated Other Comprehensive Income within
Securityholders' Equity. Revenues and expenses are translated monthly at amounts
which approximate weighted average exchange rates.
ACCOUNTING FOR DERIVATIVES AND HEDGING ACTIVITIES
In June of 1998, the Financial Accounting Standards Board issued "Accounting for
Derivatives and Hedging Activities" ("SFAS 133"), which establishes accounting
and reporting standards for all derivative instruments and hedging activities.
SFAS 133 requires that an entity measure all hedging activities. SFAS requires
that an entity measure all derivatives at fair value and recognize those
derivatives as either assets or liabilities on the balance sheet. The change in
the derivative's fair value is generally to be recognized in current period
earnings. However, if certain conditions are met, a derivative may be
specifically designated as a hedge of an exposure to changes in fair value,
variability of cash flows, or certain foreign currency exposures. Based on the
hedge designation, special hedge accounting rules would allow the derivative's
change in value to be recognized either in current period earnings, together
with the offsetting change in value of the risk being hedged, or to the extent
the hedge is effective, in comprehensive income and subsequently reclassified
into earnings when the hedge item affects earnings. Depending on the underlying
risk management strategy, these accounting changes could affect reported
earnings, assets, liabilities, and securityholders' equity. As a result, the
Company will have to reconsider their risk management strategies, since the new
standard will not reflect the results of many of those strategies in the same
manner as current accounting practice. The Company is in the process of
evaluating the potential impact of the new accounting standard. SFAS 133 is
effective for all fiscal years beginning after June 15, 1999. The original
effective date for the implementation of SFAS 133 has been amended by the
issuance of SFAS 137, entitled Accounting for Derivatives and Hedging
Activities- Deferral of the Effective Date of FASB Statement No. 133. Thus, SFAS
133 is effective for all fiscal quarters of all fiscal years beginning after
June 15, 2000, as amended by SFAS 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities, an Amendment of FASB No. 133", in
June 2000.
NOTE 3--RECEIVABLE ARISING FROM PAYMENT FOR SECURITIES, PURSUANT TO THE
APPLICATION OF SFAS 125, AND OBLIGATION ARISING FROM THE RECEIPT OF SECURITIES,
PURSUANT TO THE APPLICATION OF SFAS 125
Statement of Financial Accounting Standards No. 125 "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS
125") governs the accounting for the transfer of financial assets. Under SFAS
125, transfers of financial assets that do not meet certain sale accounting
requirements must be accounted for as a secured borrowing transaction with a
pledge of collateral.
Due to the potential consequences of a Shift Event (as described above), the
Company's purchase of the Initial Portfolio from the Branch did not meet certain
SFAS 125 sale accounting requirements. Therefore, the purchase of the Initial
Portfolio has been accounted for as a secured borrowing transaction with a
pledge of collateral. In accounting for this transaction as a secured borrowing
transaction in accordance with SFAS 125, the Company has recorded a receivable
in an amount equal to the remaining amount paid to the Branch to acquire the
Initial Portfolio. In this case, however, having delivered the securities in the
Initial Portfolio to the Company, neither the Branch nor BNP Paribas has any
further obligation to the Company to repay any part of the purchase price for
the Initial Portfolio or otherwise to repurchase or redeem any securities in the
Initial Portfolio.
Other provisions of SFAS 125 govern the accounting for financial assets treated
as collateral that an entity has the right to sell or repledge. In accordance
with such provisions, the Company has recognized the securities in the Initial
Portfolio and recorded a related obligation. In this case, the Company has in
fact no obligation to return any such securities to the Branch or to BNP
Paribas, except to the extent that the consequences of a Shift Event (as
described above) might affect securities still held by the Company at the time.
As securities within the Initial Portfolio mature or prepay, the Company will
recognize the cash proceeds as a reduction in a receivable arising from payment
for securities. Concurrent with the receipt of such cash proceeds, the Company
will derecognize such securities and reduce the obligation. In accounting for
this transaction as a secured borrowing transaction in accordance with SFAS 125,
the Company has recorded a receivable of $205,457,004 which is equal to the
remaining amount paid by Branch to acquire the Initial Portfolio.
The obligation arising from the receipt of securities is stated at the fair
value of the related securities. Changes in the value of the obligation due to
corresponding changes in the fair value of the related securities are reported
as an element of other comprehensive income.
NOTE 4--INVESTMENT SECURITIES:
The amortized cost and estimated fair value of available-for-sale securities
were as follows ($ in 000's) based on management's prepayment assumptions:
<TABLE>
Gross Gross
Amortized Unrealized Unrealized Fair
September 30, 2000 Cost Gains Losses Value
------------------ --------- ---------- ---------- -----
<S> <C> <C> <C> <C>
Collateralized Mortgage Obligations:
Floating-Rate REMICs $ 90,471 $--- $ 864 $ 89,607
Fixed-Rate REMICs 55,260 --- 2,998 52,262
Mortgage Backed Securities:
Agency ARMs 87,447 76 1,174 86,349
Agency Hybrid ARMs 146,131 --- 1,846 144,285
Agency DUSs 236,887 --- 7,503 229,384
Agency Debentures 389,125 5,941 3,285 391,781
--------- ------ ------ -------
Total $1,005,321 $ 6,017 $17,670 $ 993,668
========= ====== ====== =======
Gross Gross
Amortized Unrealized Unrealized Fair
December 31, 1999 Cost Gains Losses Value
----------------- --------- ---------- ---------- -----
Collateralized Mortgage Obligations:
Floating-Rate REMICs $ 111,364 $ --- $ 1,090 $ 110,274
Fixed-Rate REMIC 61,216 --- 3,349 57,867
Mortgage Backed Securities:
Agency ARMs 106,267 16 1,518 104,765
Agency Hybrid ARMs 137,097 --- 2,596 134,501
Agency DUSs 196,709 --- 8,906 187,803
Agency Debentures 388,969 4,046 6,873 386,142
--------- ------ ------ -------
Total $1,001,622 $ 4,062 $ 24,332 $ 981,352
========= ====== ====== =======
</TABLE>
The breakdown of the Company's available-for-sale securities by category and
expected weighted average life distribution (stated in terms of amortized cost)
is summarized below ($ in 000's) based on management's prepayment assumptions:
<TABLE>
Due after 1 Due after
Due in 1 year through 5 through Due after
September 30, 2000 or less 5 years 10 years 10 years Total
------------------ ------------- ---------- --------- --------- -----
<S> <C> <C> <C> <C> <C>
Collateralized Mortgage Obligations:
Floating-Rate REMICs $ 2,125 $ 61,405 $26,941 $ --- $ 90,471
Fixed-Rate REMICs 6,877 1,567 46,816 --- 55,260
Mortgage Backed Securities:
Agency ARMs 440 67,221 18,279 1,507 87,447
Agency Hybrid ARMs --- 66,489 74,837 4,805 146,131
Agency DUSs --- --- 236,887 --- 236,887
Agency Debentures --- --- 389,125 --- 389,125
------- ------- ------- ------- ---------
Total $ 9,442 $196,682 $792,885 $ 6,312 $1,005,321
======= ======= ======= ====== =========
Due after 1 Due after 5
Due in 1 year through 5 through 10 Due after 10
December 31, 1999 or less years years years Total
------------------ ------------- ---------- ----------- ------------ -----
Collateralized Mortgage Obligations:
Floating-Rate REMICs $ 1,038 $ 81,455 $28,871 $ --- $111,364
Fixed-Rate REMICs 14,399 46,817 --- 61,216
Mortgage Backed Securities:
Agency ARMs 261 84,818 20,516 672 106,267
Agency Hybrid ARMs 72,106 53,292 11,699 --- 137,097
Agency DUSs --- --- 196,709 --- 196,709
Agency Debentures --- --- 388,969 --- 388,969
------- ------- ------- ------- ---------
Total $ 87,804 $219,565 $693,581 $ 672 $1,001,622
======= ======= ======= ====== =========
</TABLE>
Actual maturities may differ from maturities shown above due to prepayments.
The breakdown of the Company's available-for-sale securities by category and
yield is summarized below:
<TABLE>
Due after 1 Due after
Due in 1 through 5 through Due after
September 30, 2000 year Or less 5 years 10 years 10 years Total
------------------ ------------ ----------- --------- --------- -----
Collateralized Mortgage Obligations:
<S> <C> <C> <C> <C> <C>
Floating-Rate REMICs 6.35% 6.58% 6.22% ---% 6.47%
Fixed-Rate REMICs 5.80 6.46 6.50 --- 6.37
Mortgage Backed Securities:
Agency ARMs 6.03 6.47 6.65 7.17 6.51
Agency Hybrid ARMs --- 6.44 6.59 6.72 6.52
Agency DUSs --- --- 6.14 --- 6.14
Agency Debentures --- --- 6.57 --- 6.57
---- ---- ---- ---- ----
Total 5.94% 6.49% 6.40% 6.82% 6.42%
==== ==== ==== ==== ====
Due after 1 Due after
Due in 1 through 5 through Due after
December 31, 1999 year Or less 5 years 10 years 10 years Total
----------------- ------------ ----------- --------- --------- -----
Collateralized Mortgage Obligations:
Floating-Rate REMICs 4.77% 5.24% 6.25% ---% 5.44%
Fixed-Rate REMICs 6.00 --- 6.47 --- 6.31
Mortgage Backed Securities:
Agency ARMs 3.80 5.75 6.14 5.36 5.81
Agency Hybrid ARMs 5.73 6.19 5.94 5.93
Agency DUSs --- --- 6.47 --- 6.47
Agency Debentures --- --- 6.67 --- 6.67
---- ---- ---- ---- ----
Total 5.73% 5.79% 6.50% 5.36% 6.07%
==== ==== ==== ==== ====
</TABLE>
For the period, December 31, 1999 to September 30, 2000, the Company had no
sales of its securities.
NOTE 5--REDEEMABLE COMMON SECURITIES:
General
The Company is authorized to issue up to 150,000 Common Securities; as of
September 30, 2000 and December 31, 1999, the Company had outstanding 53,011
Common Securities, all of which were held by the Branch. The Bank has agreed
with the Company in the Contingent Support Agreement that, so long as any Series
A Preferred Securities are outstanding, it will maintain direct or indirect
ownership of 100% of the outstanding Common Securities.
Dividends
Holders of Common Securities are entitled to receive dividends when, as and if
declared by the Company's Board of Directors out of the Company's net income not
required to be applied to fund dividends with respect to the Series A Preferred
Securities; provided that so long as any Series A Preferred Securities are
outstanding, no dividends or other distributions (including redemptions and
purchases) may be made with respect to the Common Securities unless full
dividends on all Series A Preferred Securities have been paid for the current
and the two immediately preceding Dividend Periods (except during a Shift Period
if the Bank does not distribute dividends on its common stock).
Redemption Requirements
If the Bank's financial condition were to deteriorate with the consequence that
a Shift Event were to occur, substantially all the Common Securities would be
redeemed automatically without prior redemption of any Series A Preferred
Securities.
Voting Rights
Subject to the rights, if any, of the holders of Series A Preferred Securities
(in particular the right to remove and replace any Independent Director and to
elect an additional Director, in certain circumstances), all voting rights are
vested in the Common Securities. The holders of Common Securities are entitled
to one vote per security.
Rights Upon Liquidation
In the event of the dissolution, liquidation or winding up of the Company,
whether voluntary or involuntary, after there shall have been paid or set aside
for the holders of all Series A Preferred Securities the full preferential
amounts to which such holders are entitled, the holders of Common Securities
will be entitled to share equally and ratably in any assets remaining after the
payment of all debts and liabilities. Upon a liquidation of the Company during a
Shift Period, the Common Securities will have a preference over the Series A
Preferred Securities to the extent, if any, that the liabilities of the Bank
(including any debt instruments, such as titres participatifs and prets
participatifs) have not been paid in full.
NOTE 6--RELATED PARTY TRANSACTIONS:
The Company entered into a Services Agreement with the Branch on December 5,
1997 pursuant to which the Branch manages the securities portfolio of the
Company and performs other administrative functions. Expenses incurred under
such Agreement were $191,500 as of September 30, 2000 and $250,000 as of
December 31, 1999.
The Branch, also, serves as the dividend paying agent, registrar, and transfer
agent with respect to the Series A Preferred Securities. The fee is $4,000 per
annum for these services.
The Company maintains a credit balance account with the Branch for clearing
certain transactions.
All of the Company's officers and employees and all but one of the members of
the Company's Board of Directors are officers and employees of the Branch or BNP
Paribas.
NOTE 7--FAIR VALUE OF FINANCIAL INSTRUMENTS:
The fair values of securities at September 30, 2000 and December 31, 1999 were
obtained from independent market sources and are summarized in Note 4. The
carrying values of investment securities, as shown in Note 4, and the obligation
arising from the receipt of securities, pursuant to the application of SFAS 125,
approximates their fair value. The fair value of the receivable arising from
payment for securities, pursuant to the application of SFAS 125, approximates
the aggregate carrying value of the investment securities treated as collateral
including accrued interest, which at September 30, 2000 and December 31, 1999
was $199,180,555 and $233,056,326 respectively. This change was primarily due to
the Japanese Yen currency changes.
The carrying value of cash and cash equivalents, accounts receivable, accrued
interest receivable, accrued expenses, and accounts payable approximates fair
value.
The fair value of the interest rate swaps described in Note 8 below at September
30, 2000 and December 31, 1999 was $(10,393,819) and $10,367,233, respectively.
NOTE 8-DERIVATIVE ACTIVITY
In order to modify the interest rate and foreign exchange characteristics of a
portion of its assets, the Company engaged in derivative activities by entering
into interest rate swaps. The assets to which the swaps relate consist of
foreign currency denominated debt instruments and U.S. dollar denominated debt
instruments with fixed rate interest payments. The Company entered into swaps
primarily based on LIBOR, in order to convert fixed rate foreign currency
denominated interest payments on such assets into variable rate U.S. dollar
payments.
At September 30, 2000 and December 31, 1999, the Company had outstanding
interest rate swap agreements with a notional principal amount of $506,467,876
and $453,107,327, respectively.
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
General
The Company was formed on October 14, 1997 and commenced operations on December
5, 1997 by the sale to qualified institutional buyers of 50,000 noncumulative,
preferred securities, Series A (the "Series A Preferred Securities") and the
sale to New York Branch of BNP Paribas (the "Branch") of 53,011 common
securities, $10,000 par value per share (the "Common Securities"). Together,
such sales raised net capital of $1,030,115,873, which the Company used to
purchase a portfolio of securities (the "Portfolio") from the Branch.
The Company's sole business is to acquire, hold and manage debt instruments,
largely consisting of mortgage obligations, which generate net income for
distribution to securityholders. The Company's major source of income is
interest generated by the securities in the Portfolio.
Results of Operations
NINE MONTH PERIOD
The following discussion pertains to the Nine-month period ended
September 30, 2000 (the "2000 Period") and the Nine-month period ended September
30, 1999 (the "1999 Period").
During the 2000 Period and 1999 Period, the Company had revenues of $49,834,055
and $42,675,682, respectively. This amount consisted entirely of interest
income. Interest on the securities in the Portfolio amounted to $47,396,269 and
$40,269,181, representing an aggregate average yield of 6.42% and 5.94%,
respectively. Interest earned and average yield with respect to each category of
security in the Portfolio was as follows:
2000 Period 1999 Period
----------- -----------
Floating-Rate REMICs.............. $4,937,201 6.47% $5,917,527 5.37%
Fixed-Rate REMICs................. $2,734,486 6.37% $3,547,839 6.31%
Agency ARMs....................... $4,694,468 6.51% $5,710,089 5.71%
Agency Hybrid ARMs................ $6,184,936 6.52% $7,442,082 5.80%
Agency DUSs....................... $10,042,977 6.14% $2,557,813 5.99%
Agency Debentures................. $18,802,201 6.57% $10,636,529 6.58%
U.S. Treasury Notes............... $ --- --- $4,457,303 5.72%
During the 2000 Period, the yield on the Agency DUSs and Agency Debentures was
approximately 6.37% and 6.45%, respectively, when taking into account the income
from the derivative products used to hedge these securities. .
The average book value of the Portfolio during the 2000 Period and the 1999
Period was $980,636,074 and $998,100,865 respectively. This reflects the
following prepayments and reinvestments:
Prepayments 2000 Period 1999 Period
----------- ----------- -----------
Floating-Rate REMICs.............. $ 21,010,543 $79,168,775
Fixed-Rate REMICs................. $ 7,544,822 $35,641,341
Agency ARMs....................... $ 16,676,500 $52,654,981
Agency Hybrid ARMs................ $ 20,323,386 $63,268,169
Agency DUSs....................... $1,507,831 $365,619
Reinvestments 2000 Period 1999 Period
------------- ----------- -----------
Floating-Rate REMICs.............. --- ---
Fixed-Rate REMICS --- ---
Agency ARMs....................... --- ---
Agency Hybrid ARMs................ $29,802,636 ---
Agency DUSs....................... $25,071,534 $161,636,464
Agency Debentures................. --- $288,874,292
The Company also recorded interest income from short-term investments for the
2000 Period and 1999 Period of $2,437,787 and $2,406,497, respectively. These
amounts are attributable to the interest earned on (i) interest payments on
securities in the Portfolio and (ii) prepayments of principal pending their
reinvestment.
The increase in the aggregate yield on the securities in the Portfolio to 6.42%
for the 2000 Period from 5.94% for the 1999 Period was due primarily to
prevailing market conditions resulting in an increasing interest rate
environment in the United States.
As of September 30, 2000, approximately 61.29% of the Portfolio consisted of
collateralized mortgage obligations (Floating-Rate REMICs and Fixed-Rate REMICs)
and mortgage backed securities (Agency ARMs, Agency Hybrid ARMs and Agency
DUSs), and approximately 38.71% consisted of Agency Debentures. Floating Rate
securities accounted for approximately 32.23% of the Portfolio's collateralized
mortgage obligations and mortgage backed securities. In addition, the Agency
Debentures and the Agency DUSs are hedged so that the fixed rate payments
received are converted into floating rates. These securities, along with CMO
Fixed-Rate issues, account for 67.77% of the Portfolio.
The aggregate market value of the securities in the Portfolio as of September
30, 2000 was lower than the book value by approximately 1.17%, due to a net
increase in interest rates from the time of their original purchase. These
securities are classified as available for sale and unrealized net gain is
recorded in Accumulated Other Comprehensive Income.
Operating expenses for the 2000 Period and the 1999 Period totaled $367,747 and
$335,502, respectively. Operating expenses consisted of audit fees, Trustee fees
to Citibank and fees to the Branch under the Services Agreement.
The Company's net income in the 2000 Period was $49,466,308 and for the 1999
Period it was $42,000,988. As of September 30, 2000 the Company has declared and
paid dividends as follows:
Security Amount Date Paid
-------- ------ ---------
Series A Preferred Securities $19,345,000 June 5, 2000
Common Securities $12,508,486 June 19, 2000
The June 2000 amounts were paid from the Company's retained earnings, produced
from earnings generated from the period December 1, 1999 to May 31, 2000.
THREE MONTH PERIOD
The following discussion pertains to the three-month period ended
September 30, 2000 (the "2000 Period") and the three-month period ended
September 30, 1999 (the "1999 Period").
During the 2000 Period and 1999 Period, the Company had revenues of $17,123,039
and $14,587,421, respectively. This amount consisted entirely of interest
income. Interest on the securities in the Portfolio amounted to $16,364,249 and
$13,808,576 representing an aggregate average yield of 6.28% and 6.02%,
respectively. Interest earned and average yield with respect to each category of
security in the Portfolio was as follows:
<TABLE>
2000 Period 1999 Period
----------- -----------
<S> <C> <C> <C> <C>
Floating-Rate REMICs..................... $1,616,602 6.64% $1,700,224 5.30%
Fixed-Rate REMICs........................ $877,461 6.28% $1,042,413 6.31%
Agency ARMs.............................. $1,509,268 6.59% $1,677,787 5.96%
Agency Hybrid ARMs....................... $1,931,336 6.24% $2,391,208 6.08%
Agency DUSs.............................. $3,905,777 5.93% $1,397,280 5.52%
Agency Debentures........................ $6,523,808 6.39% $5,420,443 6.59%
U.S. Treasury Notes...................... --- --- $179,221 5.79%
</TABLE>
The average book value of the Portfolio during the 2000 Period and the 1999
Period was $985,793,357 and $980,774,891 respectively. This reflects the
following prepayments and reinvestments:
Prepayments 2000 Period 1999 Period
------------ ----------- -----------
Floating-Rate REMICs..................... $7,028,902 $17,431,538
Fixed-Rate REMICs........................ $2,846,516 $5,844,716
Agency ARMs.............................. $5,457,019 $9,885,276
Agency Hybrid ARMs....................... $7,204,133 $15,838,706
Agency DUSs.............................. $557,507 $193,660
Reinvestments 2000 Period 1999 Period
--------------- ----------- -----------
Floating-Rate REMICs..................... --- ---
Fixed-Rate REMICS --- ---
Agency ARMs.............................. --- ---
Agency Hybrid ARMs....................... $29,802,636 ---
Agency DUSs.............................. $7,000,000 $73,863,110
Agency Debentures........................ --- $113,380,052
The Company also recorded interest income from the short-term investment for the
2000 Period and 1999 Period of $758,409 and $778,845 respectively. These amounts
are attributable to (i) interest payments on securities in the Portfolio and
(ii) prepayments of principal pending their reinvestment.
The increase in the aggregate yield on the securities in the Portfolio to 6.28%
for the 2000 Period from 6.02% for the 1999 Period was due primarily to
prevailing market conditions resulting in an increasing interest rate
environment in the United States.
Operating expenses for the 2000 Period and the 1999 Period totaled $112,206 and
$106,099, respectively. Operating expenses consisted of audit fees, Trustee fees
to Citibank and fees to the Branch under the Services Agreement.
The Company's net income in the 2000 Period was $17,011,282 and for the 1999
Period it was $14,159,524.
SFAS 125 Receivable and Obligation
Under Statement of Financial Accounting Standard (SFAS) 125, transfers of
financial assets that do not meet certain sale accounting requirements must be
accounted for as a secured borrowing transaction with a pledge of collateral.
Due to the potential consequences of a Shift Event, the Company's purchase of
the Initial Portfolio from the Branch did not meet certain SFAS 125 sale
accounting requirements. Accordingly, the Company recorded at December 5, 1997 a
receivable for the consideration paid to the Branch for the Initial Portfolio
treated as collateral. Since the Company has the right to sell and pledge the
securities in the Initial Portfolio treated as collateral, in application of
SFAS 125 the Company recognized the securities in the Initial Portfolio as
assets and recorded at December 5, 1997 a related obligation to return them to
the Branch. As a legal and economic matter, however, there is no such receivable
or obligation since (a) neither the Bank nor the Branch has any obligation to
repay any part of the purchase price for the Initial Portfolio or to repurchase
or redeem any of the securities included therein, and (b) the Company has no
obligation to return any of such securities to the Bank or the Branch (except in
the limited circumstances and to the extent that the occurrence of a Shift Event
under the Charter would require the transfer of any assets held by the Company
at the time).
As the securities in the Initial Portfolio are paid, the receivable will be
deemed to be realized and the obligation will be reduced, each by an amount
corresponding to the amount of the payments received. At September 30, 2000 and
December 31, 1999, respectively, the receivable arising from payment for
securities amounted to $205,457,004 and $238,038,499 and the obligation arising
from the receipt of securities amounted to $199,180,555 and $233,056,326. (The
difference between the amounts of the receivable and the obligation result from
a requirement to mark the obligation to market in parallel with the related
securities). The decrease in the amount of such receivable and such obligation
between the two dates reflects the prepayment of securities in the Initial
Portfolio. The Company recognized the cash proceeds of such prepayments as a
reduction in the receivable and concurrently reduced the associated obligation.
Such decreases in the receivable and the obligation did not affect the Company's
results of operations or cash flow. Such transactions are accounted for as a
purchase under SFAS 125.
Liquidity and Capital Resources
The objective of liquidity management is to ensure the availability of
sufficient cash flows to meet all of the Company's financial commitments. The
Company's sole liquidity needs are to acquire reinvestment securities as
original securities repay or prepay and to pay dividends on the Series A
Preferred Securities. The acquisition of reinvestment securities is funded with
the proceeds of principal repayments or prepayments on original securities, and
the payments of dividends on the Series A Preferred Securities are funded
through interest income from the securities in the Portfolio. Given the limited
scope of its activities (acquiring and holding eligible securities to fund the
payment of dividends on the Series A Preferred Securities and the Common
Securities), and the fact that the Company is prohibited from incurring
indebtedness, the Company believes that its liquidity and capital resources will
be sufficient to meet its liquidity requirements in the short and long term.
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Interest Rate Sensitivity
The Company's principal market risk exposure is to changes in interest rates.
This exposure arises from its investments in collateralized mortgage
obligations, mortgage-backed securities, agency debentures, agency DUSs and
certain derivative instruments used by the Company to modify interest rate
exposures.
The outstanding principal amount and estimated fair value as of September 30,
2000, by each category of investment is depicted in Footnote 4 of the Financial
Statements contained in Item 1 herein.
Interest Rate Risk
The Company's income consists primarily of interest payments on collateralized
mortgage obligations, mortgage-backed securities, and agency debentures.
Currently, the Company uses derivative products to manage a portion of its
interest rate risk.
Due to an increase in market interest rates, as occurred throughout the 2000
Period, the Company experienced an increase in interest income on its
collateralized mortgage obligations, and its mortgage backed securities. The
increase in interest income resulted from upward adjustments of the indices upon
which the interest rates on floating rate mortgage loans are based.
The Company is a party to eighteen interest rate swaps with BNP Paribas. In all
of these swaps the Company pays a fixed coupon and receives floating rate
payments on the notional balances as set out below:
<TABLE>
(000 omitted) PENDING
Fair Value at Notional
September 30, 2000 Balance Value Date Maturity Date Fixed Rate Receive Rate
------------------ ------- ---------- ------------- ---------- ------------
<S> <C> <C> <C> <C> <C>
$ (4,081) $42,000 November 25, 1998 March 26, 2008 JPY 1.75 US Three Month Libor
plus Six Basis Points
(8,181) 58,000 November 25, 1998 October 9, 2007 JPY 2.125 US Three Month Libor
plus Six Basis Points
739 19,571 November 25, 1998 August 25, 2008 US 6.15 US One Month Libor
plus Five Basis
Points
876 23,246 May 25, 1999 May 25, 2009 US 6.23 US One Month Libor
Plus One and half
Basis Points
351 50,000 February 12, 1999 March 5, 2007 US 6.68 US Three Month Libor
minus Two Basis
Points
41 50,000 February 11, 1999 March 14, 2007 US 6.80 US Three Month Libor
minus Two Basis
Points
(3,322) 30,000 March 29, 1999 October 9, 2007 JPY 2.125 US Three Month Libor
minus Two and half
Basis Points
(3,649) 26,400 April 6, 1999 October 9, 2007 JPY 2.125 US Three Month Libor
minus One Basis
Points
981 26,501 June 25, 1999 June 25, 2009 US 6.23 US One Month Libor
Plus Three and half
Basis Points
1,922 21,239 February 25, 1999 February 25, 2009 US 5.41 US One Month Libor
plus Three Basis
Points
445 15,942 July 1, 1999 June 25, 2009 US 6.39 US One Month Libor
Plus Three and half
Basis Points
1,322 44,093 September 27, 1999 March 28, 2008 US 6.29 US One Month Libor
plus Five Basis
Points
808 15,770 November 26, 1999 April 25, 2009 US 6.04 US One Month Libor
plus Four Basis
Points
1,642 28,914 September 27, 1999 March 25, 2009 US 5.85 US One Month Libor
Plus Four Basis
Points
124 7,000 August 1, 2000 December 1, 2007 US 6.42 US One Month Libor
Minus Two Basis
Points
(758) 29,757 August 1, 2000 October 1, 2006 US 7.20 US One Month Libor
Minus Two Basis
Points
36 8,491 June 26, 2000 October 1, 2007 US 6.68 US One Month Libor
Plus One and half
Basis Points
310 9,544 June 26, 2000 October 1, 2008 US 6.19 US One Month Libor
-------- --------
$(10,394) $506,468
======== ========
</TABLE>
The Company regularly reviews its hedging requirements. In the future, the
Company expects to enter into additional swaps, unwind part or all of the
initial and any future swaps in order to rebalance the fixed and floating mix of
interest obligations (including those arising as a result of previous interest
rate swaps entered into) and the fixed and floating mix of interest payments.
The Company's interest rate management strategy will continue to be rebalanced
with any purchase of new investments. There can be no assurance, however, that
the Company's interest rate risk management strategies will be effective in this
regard.
The breakdown of the Company's available-for-sale securities by category and
weighted average life distribution (stated in terms of amortized cost) is
summarized below ($ in 000's) based on management's prepayment assumptions:
<TABLE>
Due Due Due Due Due Due Due
in after after after after after after
2000 2000 2001 2002 2003 2004 2005 Total
September 30, 2000 ---- ---- ---- ---- ---- ---- ---- -----
------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fixed Rate Instruments:
Fixed-Rate REMICs......................... $--- $ 6,877 $1,567 $--- $--- $--- $46,816 $55,260
Agency DUSs --- --- --- --- --- --- 236,887 236,887
Agency Debentures ........................ --- --- --- --- --- 12,244 376,881 389,125
--- --- --- --- --- ------ ------- -------
Total Fixed Rate Instruments.............. --- 6,877 1,567 --- --- 12,244 660,584 681,272
--- ------ ----- --- --- ------ ------- -------
Floating-Rate Instruments:
Floating-Rate REMICs...................... --- 2,125 22,235 11,959 19,414 7,797 26,941 90,471
Agency ARMs............................... --- 1,438 7,057 6,504 34,162 18,500 19,786 87,447
Agency Hybrid ARMs........................ --- --- 3,382 7,161 41,888 22,049 71,651 146,131
--- --- ----- ----- ------ ------- ---------- -------
Total Floating Rate Instruments........... --- 3,563 32,674 25,624 95,464 48,346 118,378 324,049
--- ----- ------ ------ ------ ------- --------- -------
Total..................................... $--- $10,440 $34,241 $25,624 $95,464 $60,590 $778,962 $1,005,321
=== ====== ====== ====== ====== ====== ======== ==========
</TABLE>
<PAGE>
Actual maturities may differ from maturities shown above due to prepayments.
Part II
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of the Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
In connection with the completion of the BNP Paribas acquisition and pursuant to
a return resolution, dated June 2000, Jean-Michel Charpin resigned as President
and Director of BNP U.S. Funding L.L.C. and Georges Chodron de Courcel was
elected Chairman and Director. Pursuant to a written resolution, dated July 31,
2000, Bruno Di Nardo resigned as Secretary and Director; Lisa Hermann resigned
as Treasurer; Jean-Pierre Beck was elected President; Sady Karet was elected
Treasurer and Director; and George T. Deason was elected Secretary.
Item 6. Exhibits and Current Reports on Form 8-K
A) Exhibits:
11) Computation of net income per common security
12) (a) Computation of ratio of earnings to fixed charges
(b) Computation of ratio of earnings to fixed charges
and preferred security dividend requirements
B) Reports on Form 8-K: NONE
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
BNP U.S. FUNDING L.L.C.
-----------------------
PENDING Registrant
Date: November 14, 2000 By /s/ Jean-Pierre Beck
------------------------
Jean-Pierre Beck
President and Director
Date: November 14, 2000 By /s/ Sady Karet
------------------------
Sady Karet
Treasurer and Director
<PAGE>
Exhibit 11
BNP U.S. FUNDING L.L.C.
-----------------------
Computation of net income per share
(in thousands, except per share data)
Nine-month period ended
September 30, 2000
-----------------------
Net Income $ 49,466
Less: Preferred Securities Dividend Requirement........ 19,345
-------
Net Income (Loss) Applicable to Common Securities...... $ 30,121
=======
Securities:
Weighted Average Number of Common Securities
Outstanding............................................ 53,011
=======
Net Income (Loss) per Common Security.................. $ 568.20
=======
<PAGE>
Exhibit 12 (a)
BNP U.S. FUNDING L.L.C.
-----------------------
Computation of ratio of earnings to fixed charges
(in thousands, except ratios)
Nine-month period ended
September 30, 2000
-----------------------
Net income............................................. $49,466
-------
Fixed Charges
Trustee Fees.................................. 90
Audit Fees.................................... 65
Administrative Fees........................... 201
---------
Total Fixed Charges.................................... 356
---------
Earnings before fixed charges.......................... $ 49,822
=========
Fixed charges, as above................................ $ 356
=========
Ratio of earnings to fixed charges..................... 139.95
=========
<PAGE>
Exhibit 12 (b)
BNP U.S. FUNDING L.L.C.
-----------------------
Computation of ratio of earnings to fixed charges
and preferred securities dividend requirements
(in thousands, except ratios)
Nine-month period ended
September 30, 2000
-----------------------
Net income............................................. $49,466
-------
Fixed Charges
Trustee Fees.................................. 90
Audit Fees.................................... 65
Administrative Fees........................... 201
---------
Total Fixed Charges.................................... 356
---------
Earnings before fixed charges.......................... $ 49,822
=========
Fixed charges, as above................................ $ 356
Preferred securities dividend.......................... 19,345
---------
Fixed charges including preferred securities dividends. $ 19,701
=========
Ratio of earnings to fixed charges and preferred
securities............................................. 2.51
=========
