<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) 0F THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period from ___________ to
- --------------------------------------------------------------------------------
Commission file number 1-10967
ENHANCE FINANCIAL SERVICES GROUP INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 13-3333448
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
335 Madison Avenue, New York, New York 10017
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(212) 983-3100
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if
changed since last report)
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 proceeding 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 |_|
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 38,055,743 shares of common
stock, par value $.10 per share, as of November 10, 1999.
<PAGE>
ENHANCE FINANCIAL SERVICES GROUP INC.
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets -September 30, 1999 and December 31, 1998 ................ 3
Consolidated Statements of Income - Three months and nine months ended
September 30, 1999 and 1998 .................................................. 4
Consolidated Statement of Shareholders' Equity -Nine months ended September 30, 1999 . 5
Consolidated Statements of Cash Flows - Nine months ended September 30, 1999 and 1998 6
Notes to Consolidated Financial Statements ........................................... 7-10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations .................................................... 11-17
PART II OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K ............................................. 18
Signature ............................................................................ 18
Exhibit 4.2.5. Fourth Amendment to the Credit Agreement
Exhibit 27. Financial data schedules
</TABLE>
2
<PAGE>
ENHANCE FINANCIAL SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except share amounts)
<TABLE>
<CAPTION>
September 30, 1999 December 31, 1998
(unaudited)
<S> <C> <C>
Assets
Investments:
Fixed maturities, held to maturity, at amortized cost
(market value $187,875 and $205,792) $ 182,897 $ 196,768
Fixed maturities, available for sale, at market
(amortized cost $755,427 and $657,644) 744,659 694,374
Common stock, at market (cost $498) 839 839
Short-term investments 46,224 50,794
----------- -----------
Total Investments 974,619 942,775
Cash and cash equivalents 2,756 5,542
Investment in affiliates 114,630 96,867
Premiums and other receivables 24,409 35,950
Accrued interest and dividends receivable 16,889 15,241
Deferred policy acquisition costs 118,788 103,794
Federal income taxes recoverable 11,342 9,717
Prepaid reinsurance premiums 9,600 7,000
Reinsurance recoverable on unpaid losses 2,278 2,500
Receivable from affiliates 10,965 16,710
Receivable for securities 10,575 9,590
Other assets 138,012 90,731
----------- -----------
TOTAL ASSETS $ 1,434,863 $ 1,336,417
=========== ===========
Liabilities and Shareholders' Equity
LIABILITIES
Losses and loss adjustment expenses $ 37,418 $ 36,239
Reinsurance payable on paid losses
and loss adjustment expenses 8,927 5,994
Deferred premium revenue 335,878 315,215
Accrued profit commissions 2,383 2,511
Deferred income taxes 62,789 79,569
Long-term debt 75,000 75,000
Short-term debt 105,950 54,290
Payable for securities 30,412 11,557
Accrued expenses and other liabilities 72,862 49,843
Payable to affiliates 12,176 43,553
----------- -----------
TOTAL LIABILITIES 743,795 673,771
----------- -----------
SHAREHOLDERS' EQUITY
Common stock-$.10 par value, authorized-100,000,000
shares, issued-39,996,537 and 39,812,937 shares 3,999 3,981
Additional paid-in capital 251,934 249,851
Retained earnings 475,417 418,214
Accumulated other comprehensive income (7,696) 23,186
Treasury stock (32,586) (32,586)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 691,068 662,646
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,434,863 $ 1,336,417
=========== ===========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
ENHANCE FINANCIAL SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -------------------------
1999 1998 1999 1998
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
REVENUES
Net premiums written $ 28,928 $ 27,619 $ 93,358 $ 88,582
(Increase)/decrease in deferred premium
revenue (4,031) 1,469 (18,064) (11,452)
-------- -------- --------- ---------
Premiums earned 24,897 29,088 75,294 77,130
Net investment income 15,274 13,752 42,762 39,991
Net realized (losses)/gains on sale of
investments (140) 2,083 (4,480) 2,060
Assignment sales 12,215 12,718 28,521 35,189
Other (loss)/income (1,271) 1,534 4,940 4,535
-------- -------- --------- ---------
Total revenues 50,975 59,175 147,037 158,905
-------- -------- --------- ---------
EXPENSES
Losses and loss adjustment expenses 3,837 4,647 9,223 8,514
Policy acquisition costs 8,915 10,158 27,022 26,826
Profit commissions 155 97 711 901
Other operating expenses - insurance 3,912 3,334 12,114 10,011
- non-insurance 14,914 11,150 41,332 29,839
-------- -------- --------- ---------
Total expenses 31,733 29,386 90,402 76,091
-------- -------- --------- ---------
Income from operations 19,242 29,789 56,635 82,814
Equity in net income of affiliates 4,460 3,167 17,026 9,565
Foreign currency losses (27) (6) (33) (15)
Interest expense (3,070) (2,190) (7,998) (6,252)
-------- -------- --------- ---------
Income before income taxes 20,605 30,760 65,630 86,112
Income tax (benefit)/expense (1,790) 8,033 1,587 23,633
-------- -------- --------- ---------
Net income $ 22,395 $ 22,727 $ 64,043 $ 62,479
======== ======== ========= =========
Basic earnings per share $ 0.59 $ 0.61 $ 1.69 $ 1.67
======== ======== ========= =========
Diluted earnings per share $ 0.57 $ 0.58 $ 1.64 $ 1.59
======== ======== ========= =========
Basic weighted average shares outstanding 38,031 37,422 37,981 37,484
======== ======== ========= =========
Diluted weighted average shares outstanding 39,027 39,110 39,074 39,255
======== ======== ========= =========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
ENHANCE FINANCIAL SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
(In thousands except share and per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Outstanding Common
Stock Treasury Stock Additional
---------------------- ----------------------- Paid-in
Shares Amount Shares Amount Capital
---------- ------ --------- -------- --------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1998 39,812,937 $3,981 1,950,794 ($32,586) $249,851
Comprehensive income:
Net income for the period -- -- -- -- --
Unrealized foreign currency translation
adjustment (net of tax of $625) -- -- -- -- --
Unrealized losses during the period
(net of tax of $19,324) -- -- -- -- --
Reclassification adjustment for realized losses
included in net income (net of tax of $1,580) -- -- -- -- --
Total comprehensive income -- -- -- -- --
Dividends paid ($0.18 per share) -- -- -- -- --
Exercise of stock options 183,600 18 -- -- 2,083
---------- ------ --------- -------- --------
Balance, September 30, 1999 39,996,537 $3,999 1,950,794 $(32,586) $251,934
========== ====== ========= ======== ========
<CAPTION>
Accumulated
Other Comprehensive Income
-------------------------------------
Foreign
Currency Unrealized
Unearned Translation Gains Retained
Compensation Adjustment (Losses) Earnings Total
------------ ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1998 ($493) $ 714 $ 22,965 $ 418,214 $ 662,646
Comprehensive income:
Net income for the period -- -- -- 64,043 --
Unrealized foreign currency translation
adjustment (net of tax of $625) -- (1,161) -- -- --
Unrealized losses during the period
(net of tax of $19,324) -- -- (32,654) -- --
Reclassification adjustment for realized losses
included in net income (net of tax of $1,580) -- 21 2,912 -- --
Total comprehensive income -- -- -- -- 33,161
Dividends paid ($0.18 per share) -- -- -- (6,840) (6,840)
Exercise of stock options -- -- -- -- 2,101
----- ------- -------- --------- ---------
Balance, September 30, 1999 $(493) $ (426) $ (6,777) $ 475,417 $ 691,068
===== ======= ======== ========= =========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
ENHANCE FINANCIAL SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1999 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 64,043 $ 62,479
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization, net (7,286) (7,476)
Loss/(gain) on sale of investments, net 4,480 (2,529)
Equity in net income of affiliates (17,026) (9,565)
Compensation, restricted stock award program -- (248)
Change in assets and liabilities:
Premiums and other receivables 11,541 (2,799)
Accrued interest and dividends receivable (1,648) (2,296)
Accrued expenses and other liabilities 23,019 (592)
Deferred policy acquisition costs (14,994) (2,304)
Deferred premium revenue, net 18,063 11,451
Accrued profit commissions (128) (1,410)
Losses and loss adjustment expenses, net 4,334 8,688
Payable to (receivable from) affiliates (25,632) (21,739)
Payable (receivable) for securities 17,870 (9,503)
Other assets (34,027) 19,450
Income taxes, net (1,625) 9,403
--------- ---------
Net cash provided by operating activities 40,984 51,010
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (4,368) (1,307)
Proceeds from sales and maturities of investments 273,968 220,898
Purchase of investments (350,927) (269,985)
Purchase of mortgage backed securities (13,720) --
Sales of short-term investments, net 4,570 11,366
Investment in affiliates (2,497) (13,097)
--------- ---------
Net cash used in investing activities (92,974) (52,125)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital stock 2,101 8,381
Short-term debt 51,660 25,000
Dividends paid (4,557) (6,376)
Purchase of treasury stock -- (15,256)
--------- ---------
Net cash provided by financing activities 49,204 11,749
--------- ---------
Net change in cash and cash equivalents (2,786) 10,634
Cash and cash equivalents, beginning of period 5,542 21,405
--------- ---------
Cash and cash equivalents, end of period $ 2,756 $ 32,039
========= =========
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
ENHANCE FINANCIAL SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PERIODS ENDED SEPTEMBER 30, 1999 AND 1998
(unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q under Rules and
Regulations of the Securities and Exchange Commission and do not include all of
the information and disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Annual Report on Form
10-K for the year ended December 31, 1998 of Enhance Financial Services Group
Inc. ("Enhance Financial").
The accompanying unaudited consolidated financial statements have not
been audited by independent auditors in accordance with generally accepted
auditing standards. However, in the opinion of management, such financial
statements include all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the financial position and results of
operations of Enhance Financial and Subsidiaries (collectively the "Company").
The results of operations for the nine months ended September 30, 1999 may not
be indicative of the results that may be expected for the year ending December
31, 1999.
2. DIVIDENDS DECLARED
In the first nine months of 1999, Enhance Financial declared cash
dividends of $.18 per share totaling approximately $6,840,000.
3. COMMON STOCK
On June 26, 1998, Enhance Financial effected a two-for-one split of its
common stock. An amount equal to the par value of common shares issued to effect
the split was transferred from additional paid-in capital to the common stock
account. This transfer has been reflected in the consolidated statement of
shareholders' equity at January 1, 1998. On June 3, 1998, the Company's
shareholders approved an increase in the number of shares of common stock
authorized for issuance to 100 million. All references to number of common
shares and to per-share information in the consolidated financial statements and
related notes have been adjusted to reflect the stock split on a retroactive
basis.
During the first nine months of 1999, Enhance Financial made no common
stock repurchases.
4. COMPREHENSIVE INCOME
Total comprehensive income for the nine months ended September 30, 1999
and 1998 was $33.2 million and $72.6 million, respectively. Currently, other
comprehensive income represents net income plus changes in unrealized gains and
losses on available for sale securities, foreign currency translation
adjustments and unearned compensation.
7
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PERIODS ENDED SEPTEMBER 30, 1999 AND 1998
(unaudited)
5. NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standard Board ("FASB") issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
which becomes effective for the Company January 1, 2001. This pronouncement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. The Company will be required to recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. The accounting for a change in fair value of a
derivative in earnings or other comprehensive income will depend on the intended
use of the derivative and the resulting designation. Derivatives can be
designated as (a) a hedge of the exposure to changes in the fair value of a
recognized asset or liability or a firm commitment, (b) a hedge of the exposure
to variable cash flow of a forecast transaction, or (c) a hedge of foreign
currency exposure of a net investment in foreign operations, an unrecognized
firm commitment, an available-for-sale security, or a foreign currency
denominated forecasted transaction.
In March 1998, the National Association of Insurance Commissioners
adopted the Codification of Statutory Accounting Principles (the
"Codification"). The Codification is intended to standardize regulatory
accounting and reporting for the insurance industry and is proposed to become
effective January 1, 2001. However, statutory accounting principles will
continue to be established by individual state laws and permitted practices, and
it is uncertain when or if, the State of New York will require adoption of the
Codification for the preparation of statutory financial statements. The Company
has not finalized the quantification of the effects of Codification on its
statutory statements.
6. INCOME TAXES
The Company files a consolidated federal income tax return with its
includable subsidiaries. Subject to the provisions of a tax sharing agreement,
income tax allocation is based upon separate return calculations.
On April 8, 1999, the Company completed a $13,720,000 purchase of a
portfolio of approximately 500 residential mortgage-backed securities. The
transaction was structured by Credit-Based Asset Servicing and Securitization
LLC ("C-BASS"), a New York City-based joint venture, which will also manage and
service the portfolio for the Company. The purchase price was financed by a
short-term credit arrangement of $10,290,000. As of September 30, 1999, the
balance of outstanding debt related to such arrangement was $5,950,000. The
transaction is expected to produce significant pre-tax economic profits over the
life of the acquired portfolio, which is anticipated to be for a period of eight
to ten years. Additionally, the transaction will provide ancillary benefits that
will result in a lowering of the Company's effective tax rate in 1999 and
beyond. The Company currently expects that it will continue to receive tax
benefits from the portfolio at a level comparable to the current year at least
through 2001 and will receive some additional tax benefits over a period of six
to eight years thereafter. However, the amount of pre-tax economic profits and
tax benefits recognized from year to year may vary significantly depending on
factors relating to the portfolio, some of which are outside the control of the
Company. The Company's effective tax rate for the first nine months of 1999 was
2.4% compared to 27.4% for the comparable period of 1998.
The investment in the portfolio is carried at amortized cost and is
classified on the consolidated balance sheet with other assets.
7. RECLASSIFICATIONS
Certain of the 1998 amounts have been reclassified to conform to the
current year presentation.
8
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PERIODS ENDED SEPTEMBER 30, 1999 AND 1998
(unaudited)
8 - SEGMENT REPORTING
The Company has two reportable segments: insurance and credit-based
businesses. The insurance segment provides credit-related insurance coverage to
meet the needs of customers in a wide variety of domestic and international
markets. The Company's largest insurance business is the provision of
reinsurance to the monoline primary financial guaranty insurers for both
municipal bonds and non-municipal obligations. The Company also provides trade
credit reinsurance, financial responsibility bonds, excess-SIPC insurance and
direct financial guaranty insurance. The credit-based businesses segment deals
primarily with credit-based servicing and securitization of assets in
underserved markets, in particular, the origination, purchase, servicing and
securitization of special assets, including lottery awards, structured
settlement payments, sub-performing/non-performing and seller financed
residential mortgages and delinquent consumer assets. The Company's reportable
segments are strategic business units that are managed separately as each
business requires different marketing and sales expertise.
The Company evaluates performance based on profit or loss from
operating earnings, which it defines as net income excluding the impact of
capital and foreign exchange gains and losses, and certain non-recurring items,
net of taxes. Summarized financial information concerning the Company's
operating segments is presented in the following tables:
<TABLE>
<CAPTION>
In thousands
SEPTEMBER 30, 1999
INSURANCE CREDIT-BASED TOTALS
--------- ------------ ------
<S> <C> <C> <C>
Revenues from external customers $75,601 $33,154 $108,755
Net investment income 42,762 -- 42,762
Operating earnings 56,561 13,011 69,572
Segment assets 1,213,998 220,865 1,434,863
SEPTEMBER 30, 1998
In thousands
INSURANCE CREDIT-BASED TOTALS
--------- ------------ ------
Revenues from external customers $ 80,790 $36,064 $116,854
Net investment income 39,991 -- 39,991
Operating earnings 48,362 12,788 61,150
Segment assets 1,140,161 132,567 1,272,728
</TABLE>
9
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PERIODS ENDED SEPTEMBER 30, 1999 AND 1998
(unaudited)
The following are reconciliations of reportable segment revenues and profit
to Enhance Financial's consolidated totals:
<TABLE>
<CAPTION>
In thousands SEPTEMBER 30,
------------------------
1999 1998
--------- --------
<S> <C> <C>
REVENUES
Total revenues from external customers for reportable segments $ 108,755 $116,854
Net investment income for reportable segments 42,762 39,991
Realized gains (losses) (4,480) 2,060
--------- --------
Total consolidated revenues $ 147,037 $158,905
========= ========
NET INCOME
Operating earnings for reportable segments $ 69,572 $ 61,150
Capital and foreign exchange gains (losses) and net of tax (2,933) 1,329
Non-recurring Van-Am losses, net of tax (2,596) --
--------- --------
Net income $ 64,043 $ 62,479
========= ========
</TABLE>
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company divides its business operations into two reportable
operating segments: insurance businesses and credit-based businesses.
The insurance businesses of the Company, which are engaged in
through Enhance Financial's indirectly held subsidiaries, Enhance Reinsurance
Company and Asset Guaranty Insurance Company (collectively the "Insurance
Subsidiaries"), include principally the reinsurance of financial guaranties
of municipal and asset-backed debt obligations issued by monoline financial
guaranty insurers. The Company's other insurance businesses involve the
issuance of direct financial guaranties of municipal debt obligations, trade
credit reinsurance, financial institutions credit insurance (which includes
excess-SIPC/excess-ICS and related type bonds) and financial responsibility
bonds. Some of these other insurance businesses are conducted by Van-American
Insurance Company ("Van-Am"), a Kentucky domiciled insurer that writes
reclamation bonds for the coal mining industry, and surety bonds covering the
closure and post-closure obligations of landfill operators. Due to intense
pricing competition in Van-Am's core business and a poor strategic fit with
the Company's other operations, the Company has decided to exit this line of
business. The Company has put up for sale its approximately 96% interest in
Van American Companies, Inc, the corporate parent of Van-Am. While efforts to
sell Van-Am are continuing, those efforts may prove unsuccessful, at which
point the Company may put Van-Am into run-off. The Company also provides
surety and other credit-based insurance products through its 50% ownership of
UBF Guarantias & Seguros S.A.
The credit-based businesses of the Company, which are engaged in
primarily through Enhance Financial's wholly-owned subsidiaries, Singer Asset
Finance Company, L.L.C. ("Singer") and Enhance Life Benefits LLC, and
partially owned affiliates, Credit-Based Asset Servicing and Securitization
LLC ("C-BASS") and Sherman Financial Group LLC ("Sherman"). The Company's
credit-based businesses include the origination, purchase, servicing and/or
securitization of special assets, including lottery awards, structured
settlement payments, viatical settlements (the lump-sum purchase of life
insurance policies of individuals facing imminent life-threatening illness)
and sub-performing/non-performing and seller-financed residential mortgages,
real estate and subordinated residential mortgage-backed securities and
delinquent unsecured consumer assets.
The Company's revenues consist primarily of (a) premiums earned on
insurance and reinsurance contracts, (b) investment income and (c) the sale
of securitized lottery prizes and structured settlement payment streams.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999 VS. THREE MONTHS ENDED SEPTEMBER 30, 1998
Gross premiums written in the third quarter of 1999 were $34.4
million compared with $28.4 million in the same period in 1998, representing
an increase of 21.1%.
Net premiums written increased 4.7% to $28.9 million in the third
quarter of 1999 from $27.6 million in the same period in 1998. Of the
Company's net premiums written in the third quarter of 1999, 24.8%, 17.2% and
58.0% were derived from the reinsurance of municipal bonds, the reinsurance
of non-municipal obligations and the Company's other insurance lines,
respectively, compared to 41.9%, 16.3% and 41.8%, respectively, during the
same period in 1998.
In the third quarter of 1999, municipal new-issue volume was $48
billion, a decline of 27% from $66 billion during the same period in 1998.
The insured portion of such new issues was 46% and 56% during the third
quarters of 1999 and 1998, respectively. Total municipal bond refundings in
the third quarter of 1999 represented approximately 14% of new-issue volume,
down from 30% for the third quarter of 1998.
11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Earned premiums decreased $4.2 million (or 14.4%) to $24.9 million
in the third quarter of 1999 from $29.1 million in the third quarter of 1998.
Earned premiums from refundings contributed $4.8 million (or 19.3%) of earned
premiums in the third quarter of 1999 compared to $5.2 million (or 17.9%) in
the same period in 1998. The remaining $0.8 million descrease is attributable
to reinsurance reclassifications ($0.8 million), a refinement in the
Company's reinsurance unearned premium reserve amortization methodology ($2.5
million), and reduced premiums from the Company's financial responsibility
business. Deferred premium revenue, net of prepaid reinsurance premiums, grew
to $326.3 million at September 30, 1999 from $308.2 million at December 31,
1998. This growth is attributable primarily to new premiums written.
Net investment income (which excludes capital and foreign exchange
gains or losses) increased 10.9% to $15.3 million in the third quarter of
1999 from $13.8 million in the same period in 1998. This increase resulted
primarily from the growth in the Company's fixed maturities portfolio and
short-term investments from $917.9 million at September 30, 1998 to $973.8
million at September 30, 1999. The third-quarter 1999 investment income also
includes income of $0.7 million from the portfolio of mortgage-backed
securities purchased during April of 1999. The average yields on the
Company's investment portfolio were 6.3% and 6.2% for the third quarters of
1999 and 1998, respectively. In addition, the Company realized $(0.1) million
of capital losses in the third quarter of 1999 compared with $2.1 million of
capital gains in the third quarter of 1998.
The Company recognized revenues from disposition of assignments,
through securitization and other sales, of $12.2 million in the third quarter
of 1999 compared to $12.7 million in the third quarter of 1998.
Incurred losses and LAE declined $0.8 (or 17.4%) to $3.8 million in
the third quarter of 1999 compared to $4.6 million for the same period of
1998. The reduction in incurred losses and LAE resulted from an increase in
loss reserves in the Company's municipal line of business from a reported
loss in the third quarter of 1998.
The Company's insurance expense ratio was 52.1% in the third quarter
of 1999 compared to 46.7% in the third quarter of 1998. The increase in the
Company's insurance expense ratio resulted from a decline in earned premium
in the third quarter of 1999 from the third quarter of 1998. Non-insurance
expenses increased to $14.9 million in the third quarter of 1999 from $11.2
million during the same period in 1998, principally reflecting the cost of
Singer's start-up expenses in its new viatical settlement product. Policy
acquisition costs ("PAC") were $8.9 million and $10.2 million for the third
quarters of 1999 and 1998, respectively, representing 35.8% and 34.9% of
earned premiums in those respective periods.
The Company realized income of $4.5 million from its investments in
affiliates in the third quarter of 1999 compared to $3.2 million in the third
quarter of 1998, reflecting continued strong performance at C-BASS.
Interest expense totaled $3.1 million and $2.2 million in the third
quarters of 1999 and 1998, respectively, reflecting the increase in the
Company's short-term debt outstanding.
The Company's effective tax rate for the third quarter of 1999 was a
negative 8.7% compared to 26.1% for the 1998 third quarter as a result of the
April 1999 purchase of a portfolio of residential mortgage-backed securities.
The third quarter's effective tax rate also reflected a change in overall
effective tax rate to 2.4% at September 30, 1999 compared to 7.5% at June 30,
1999. As described more fully in the notes to the consolidated financial
statements, the transaction is expected to provide ancillary benefits that will
result in a lowering of the Company's effective tax rate through at least 2001.
The Company's 1999 third-quarter net income decreased 1.5% to $22.4
million from net income of $22.7 million in the third quarter of 1998. Basic and
diluted earnings per share decreased 3.3% and 1.7%, respectively, to $.59 and
$.57 in third quarter 1999 from $.61 and $.58 in the same period of 1998. Net
income for third quarter 1999 includes a non-recurring reserve of $1.9 million
or $.05 per share, related to losses expected to be incurred in the event of a
run-off of Van-Am.
The diluted weighted-average shares outstanding during the third
quarter of 1999 were 39.0 million compared to 39.1 million during the third
quarter of 1998.
The Company experienced unrealized losses of $16.7 million in its
available-for-sale portfolio during the third quarter of 1999, compared with
unrealized gains of $13.4 million during the same period in
12
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
1998. Such losses are directly attributable to an increase in interest rates
during such period. The Company does not believe it is possible to predict
changes in interest rates or that the higher interest rates during such period
are necessarily indicative of a trend.
Singer contributed net income of $.03 per share in third quarter 1999
compared to $.06 per share during the comparable period in 1998. C-BASS
contributed $.10 per share to Enhance Financial's third quarter 1999 net income,
compared to $.04 per share during the comparable period in 1998. Sherman
contributed a nominal net loss in third quarter 1999.
During the first quarter of 1999, Singer made several management
changes aimed at strengthening and streamlining its operations, in connection
with which Singer entered into severance agreements with several employees. In
addition, Singer incurred significant start-up expenses in its new viatical
settlements product, primarily in the marketing thereof. Singer incurred an
aggregate of $3.0 million in expenses through September 30, 1999 ($1.2 million
of which was expensed during the third quarter of 1999), and may incur in the
remainder of 1999 additional expenses related to these activities. However,
these additional expenses are not expected to be material, and the aggregate of
these expenses is not expected to have a material impact on cash flow, liquidity
or segment profitability.
NINE MONTHS ENDED SEPTEMBER 30, 1999 VS. NINE MONTHS ENDED SEPTEMBER 30, 1998
Gross premiums written in the first nine months of 1999 were $99.1
million compared with $89.4 million in the same period in 1998, representing an
increase of 10.9%.
Net premiums written increased 5.4% to $93.4 million in the first nine
months of 1999 from $88.6 million in the same period in 1998. Of the Company's
net premiums written in the first nine months of 1999, 32.2%, 20.2% and 47.6%
were derived from the reinsurance of municipal bonds, the reinsurance of
non-municipal obligations and the Company's other insurance lines, respectively,
compared to 45.8%, 17.3% and 36.9%, respectively, during the same period in
1998.
In the first nine months of 1999, municipal new-issue volume was $171
billion, a decline of 21% from $216 billion during the same period in 1998. The
insured portion of such new issues was 47% and 51% during the first nine months
of 1999 and 1998, respectively. Total municipal bond refundings in the first
nine months of 1999 represented 18% of new-issue volume, down from 30.0% for the
first nine months of 1998.
Earned premiums decreased $1.8 million (or 2.3%) to $75.3 million in
the first nine months of 1999 from $77.1 million in the first nine months of
1998. Earned premiums from refundings contributed $9.7 million (or 12.9%) of
earned premiums in the first nine months of 1999 compared to $13.2 million
(or 17.1%) in the same period in 1998. The decrease in earned premiums for
this period resulted primarily from the decline in earned premiums from
refundings.
Net investment income (which excludes capital and foreign exchange
gains or losses) increased 7.0% to $42.8 million in the first nine months of
1999 from $40.0 million in the same period in 1998. This increase resulted
primarily from the growth in the Company's fixed maturities portfolio and
short-term investments from $917.9 million at September 30, 1998 to $973.8
million at September 30, 1999. Investment income for the first nine months of
1999 also includes income of $1.0 million from the portfolio of mortgage backed
securities purchased during April 1999. The average yields on the Company's
investment portfolio were 6.0% and 6.2% for the first nine months of 1999 and
1998, respectively. In addition, the Company realized $4.5 million of capital
losses in the first nine months of 1999 compared with $2.1 million of capital
gains in the first nine months of 1998. The 1999 capital loss includes the
recognition of a $4.7 million pre-tax write down of two asset-backed securities
serviced by Commercial Financial Services, Inc. ("CFS"), which were purchased by
the Company in December 1997 for $6.1 million. CFS is currently protected under
Chapter 11 of the bankruptcy code as an outgrowth of allegations of improper
activities, although it continues to service the debt on a current basis. The
Company has joined in a lawsuit against CFS and certain other parties that
participated in the sale of the subject securities. Nevertheless, the Company
does not expect to recover its entire investment. The ultimate realizable amount
13
<PAGE>
depends on the outcome of the bankruptcy of CFS and the lawsuit, and is
therefore subject to further adjustments.
The Company recognized revenues from disposition of assignments,
through securitization and other sales, of $28.5 million in the first nine
months of 1999 compared to $35.2 million in the first nine months of 1998.
Incurred losses and LAE increased $0.7 million (or 8.2%) to $9.2
million in the first nine months of 1999 compared to $8.5 million for the
same period of 1998. Improvements in financial guaranty reinsurance ($2.1
million) and direct product lines ($0.2 million) was offset by higher losses
in other surety ($0.8 million) trade credit ($1.3 million) and financial
responsibility ($0.9 million).
The Company's insurance expense ratio was 52.9% in the first nine
months of 1999 compared to 48.9% in the first nine months of 1998. The
increase in the Company's insurance expense ratio resulted from the
combination of a decline in earned premiums and an increase in insurance
expenses. Insurance expenses increased by $2.1 million (or 5.6%) in the first
nine months of 1999 from the same period in 1998, resulting primarily from
increased payroll costs. Non-insurance expenses increased to $41.3 million in
the first nine months of 1999 from $29.8 million during the same period in
1998, reflecting the cost of Singer's management reorganization and
significant start-up expenses in its new viatical settlement product. PACs
were $27.0 million and $26.8 million for the first nine months of 1999 and
1998, respectively, representing 35.9% and 34.8% of earned premiums in those
respective periods.
The Company realized income of $17.0 million from its investments in
affiliates in the first nine months of 1999 compared to $9.6 million in the
first nine months of 1998, reflecting continued strong performance at C-BASS.
Interest expense totaled $8.0 million and $6.3 million in the first
nine months of 1999 and 1998, respectively, reflecting the increase in the
Company's short-term debt outstanding.
The Company's effective tax rate for the first nine months of 1999
was 2.4% compared to 27.4% for the same period of 1998 as a result of the
April 1999 purchase of a portfolio of residential mortgage-backed securities.
As described more fully in the notes to the consolidated financial
statements, the transaction is expected to provide ancillary benefits that
will result in a lowering of the Company's effective tax rate through at
least 2001.
The Company's 1999 first nine-months' net income increased 2.5% to
$64.0 million from net income of $62.5 million in the first nine months of 1998.
Basic and diluted earnings per share increased 1.2% and 3.1%, respectively, to
$1.69 and $1.64 in the first nine months of 1999 from $1.67 and $1.59 for the
same period of 1998. Net income for the first nine months of 1999 includes a
non-recurring reserve of $1.9 million, or $.05 per share, related to losses
expected to be incurred from the potential run-off of Van-Am.
The diluted weighted-average shares outstanding during the first nine
months of 1999 was 39.1 million compared to 39.3 million during the same period
of 1998.
The Company experienced unrealized losses of $47.5 million in its
available-for-sale portfolio during the first nine months of 1999, compared with
unrealized gains of $14.9 million during the same period in 1998. Such losses
are directly attributable to an increase in interest rates during such period.
The Company does not believe it is possible to predict changes in interest rates
or that the higher interest rates during such period are necessarily indicative
of a trend.
Singer contributed a net loss of $.05 per share during the first nine
months of 1999 compared to net income of $.19 per share during the same period
in 1998. C-BASS contributed $.42 per share during the first nine months 1999
compared to $.14 per share during the same period in 1998. Sherman contributed a
net loss of $.04 per share during the first nine months of 1999.
During the first quarter of 1999, Singer made several management
changes aimed at strengthening and streamlining its operations in connection
with which Singer entered into severance agreements with several employees. In
addition, Singer incurred significant start-up expenses in its new viatical
settlements product, primarily in the marketing thereof. Singer incurred an
aggregate of $3.0 million in expenses
14
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
through September 30, 1999 and Singer may incur in the remainder of 1999
additional expenses related to these activities. However, these additional
expenses are not expected to be material, and the aggregate of these expenses is
not expected to have a material impact on cash flow, liquidity or segment
profitability.
LIQUIDITY AND CAPITAL RESOURCES
As a holding company, Enhance Financial funds the payment of its
operating expenses, principal and interest on its debt obligations, dividends to
its shareholders and the repurchase of common stock primarily from dividends
from its wholly-owned subsidiary, Enhance Investment Corporation ("Enhance
Investment"), whose ability to provide such dividends to Enhance Financial
depends upon dividends and other payments from the Insurance Subsidiaries;
manages cash flows associated with the Company's diversification activities and
draws on its line of credit provided under the credit agreement described below.
Payments of dividends to Enhance Investment by the Insurance Subsidiaries are
subject to restrictions relating to statutory capital and surplus and net
investment income. During the first nine months of 1999, the Insurance
Subsidiaries paid $19.5 million of dividends to Enhance Investment, which paid a
dividend of $6.5 million to Enhance Financial in March 1999, a dividend of $6.45
million to Enhance Financial in June 1999 and a dividend of $6.49 million to
Enhance Financial in September 1999. As of September 21, 1999, the date of
declaration, the maximum amount of dividends remaining available from the
Insurance Subsidiaries without prior approval of the insurance regulatory
authorities was $13.0 million.
The Company's cash flow provided from operations for the first nine
months of 1999 was $41.0 million compared to cash flow provided from operations
of $51.0 million for the same period in 1998. The decrease in cash flow provided
from operations in the first nine months of 1999 was primarily due to Singer's
increased purchases of lottery receivables and structured settlements and new
products including the lump-sum purchases of life insurance policies of
individuals facing imminent life-threatening illness. Enhance Financial does not
expect this trend to continue and believes that the current level of cash flow
from operations provides the Company with sufficient liquidity to meet its
operating needs. The carrying value of the Company's investment portfolio
increased to $974.6 million at September 30, 1999 from $942.8 million at
December 31, 1998.
The Company maintains a credit facility providing for borrowings to be
used for general corporate purposes. During the second quarter of 1998, the
Company entered into a new unsecured credit agreement with four major commercial
banks for up to $100 million of borrowings, an increase of $25 million over the
previous agreement (which was terminated). During the third quarter of 1999, the
borrowing limit under the credit facility was increased to $125 million through
March 31, 2000, at which time the limit is to revert to $100 million. As of
September 30, 1999, $100 million in principal was outstanding under the credit
agreement.
In July 1996, the Company formed C-BASS, a joint venture in which each
of Enhance Financial and Mortgage Guaranty Insurance Company ("MGIC") owns
approximately a 48% interest. Enhance Financial has contributed $55.5 million to
C-BASS through September 30, 1999 (including its 100% interest in Litton Loan
Servicing Inc.) and expects that it will provide additional funding. In January
1998 Enhance Financial guaranteed repayment of up to $25 million of the amount
outstanding under a $50 million LIBOR-based unsecured revolving credit facility
that C-BASS obtained from a major commercial bank. In July 1999, C-BASS repaid
the outstanding principal and interest under the facility in full and terminated
the facility. Enhance Financial's repayment guarantee was terminated
accordingly.
In December 1998, the Company formed Sherman, a joint venture in which
each of the Company and MGIC own a 45.5% interest. Enhance Financial has
contributed approximately $1.6 million to Sherman through September 30, 1999 and
is obligated to contribute an additional $6.5 million in cash to Sherman as and
when needed by Sherman. In addition, Enhance is obligated to contribute the
equity in the subsidiaries of Alegis Group Inc. to Sherman after certain
regulatory requirements have been satisfied. The Company expects that it will
provide additional funding to Sherman from time to time. In May 1999, Enhance
Financial guaranteed repayment of up to 50% of the amount outstanding under a
$50 million revolving credit facility that Sherman obtained from a major
commercial bank. As of September 30, 1999,
15
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
the outstanding principal balance under the facility was approximately $38.2
million, with Enhance Financial guaranteeing $19.1 million of such amount.
In the first nine months of 1999, Enhance Financial declared cash
dividends of $.18 per share, aggregating $6.8 million.
YEAR 2000
As the Year 2000 approaches, Enhance Financial, including its insurance
subsidiaries, Enhance Reinsurance Company and Asset Guaranty Insurance Company,
is assessing the Company's potential exposure to the so called "millenium bug"
and the effects the century date change may have on its electronic systems and
those of its significant business partners. Since certain computer programs were
written using two digits rather than four to define the applicable year,
computing devices and systems may recognize a date using the two digits "00" as
1900 rather than the year 2000. Those that do not recognize a date correctly
could generate erroneous data and/or cause systems to fail.
As part of its firm-wide Year 2000 Project, the Company has established
a Year 2000 Task Force consisting of senior management of the Company, led by
the Chief Information Officer and the General Counsel. It has also retained an
independent information technology consulting firm and outside legal counsel to
provide assistance with Year 2000 readiness and has adequate staff to administer
the Project. The progress of the Company's Year 2000 Project is being monitored
by the Audit Committee of the board of directors.
The Year 2000 Project covers both computer systems and infrastructure
("IT systems") as well as other systems and equipment which utilize embedded
microchips ("non-IT systems"). It also considers the readiness of significant
third parties on which the Company depends, such as clients, vendors and service
providers. The Year 2000 Project has several interrelated phases. The status of
each phase is as follows. PROJECT DEVELOPMENT AND RESOURCE MOBILIZATION is
complete. ASSESSMENT of internal IT systems and non-IT systems and exposure to
third party risks is substantially complete. As part of its third-party due
diligence, the Company has assessed the Year 2000 readiness of all major
products and services purchased from vendors and service providers of IT and
non-IT components and systems. REMEDIATION AND TESTING of IT systems and non-IT
systems are in progress, and a separate IT test environment has been established
for selected applications deemed critical by management. Based on the assessment
of its major IT systems and non-IT systems, Enhance Financial expects that all
necessary remediation and testing will be completed to insure Year 2000
readiness in all material respects. CONTINGENCY PLANNING, including disaster
recovery planning is in progress and will continue throughout 1999.
IMPLEMENTATION of contingency plans will be made as and when needed.
Since 1997, Enhance Financial has invested in a major initiative to
replace and upgrade its technology. This ongoing project addresses, among other
matters, many of the Year 2000 issues of the Company's internal IT systems. The
Company has expended approximately $2.0 million on this project, which,
accordingly, includes a portion of the cost of Year 2000 readiness. Additional
expenditures for Year 2000 readiness, which will be funded through operating
cash flow, are expected to total approximately $1.5 million. These cost
estimates are based upon currently available information and may change as the
Year 2000 Project proceeds. However, the cost of Year 2000 readiness is not
expected to affect materially the financial condition of the Company.
The failure of IT systems and non-IT systems associated with cash
management, servicing, communications and building facilities would in varying
degrees have a material adverse effect on the Company. Such failures could
disrupt the Company's ability to conduct normal business operations, including
financial transactions such as payment of claims or debts, collecting or funding
of receivables and selling of commercial paper. The consequences of such
failures could include business interruption, lost revenue and illiquidity. The
magnitude of the financial impact of such potential failures is not known. The
Company is continuing to consider its reasonably likely worst case Year 2000
scenarios and their potential financial impact.
16
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company has communicated with third parties with which it has
material dealings to determine the status of their Year 2000 readiness and it is
in the process of assessing its exposure to potential third party Year 2000
failures. Management has determined that the following consequences to the
Company could result from the failure of such third parties to successfully
address their Year 2000 issues: OBLIGORS OF INSURED ISSUES (see also next
paragraph) - increased credit risk, claims, loss of premiums and renewals;
PRIMARIES AND REINSURERS - increased credit risk, uncollected claims, premium
loss, impaired liquidity; COUNTERPARTIES AND ISSUERS OF OBLIGATIONS - investment
portfolio downgrade, loss of income and/or principal; FINANCIAL INSTITUTIONS AND
LENDERS - impaired liquidity, loss of income and/or principal; VENDORS AND
SERVICE PROVIDERS - interrupted power, building access, telecommunications, flow
of goods, security and professional and technical services.
The policies of insurance and reinsurance issued by the insurance
subsidiaries of Enhance Financial, their primary insurers and their reinsurers
do not contain specific exclusions for Year 2000-related defaults. Accordingly,
these policies would generally cover a default by an obligor of this type.
Although the insurers would expect eventually to recover the amounts paid in
claims for Year 2000-related defaults by obligors, the coincidence of several
such unanticipated claims could result in short-term liquidity risk for the
insurers. Failure of a trustee or paying agent for a given insured obligation to
make payment on that obligation as a result of a Year 2000-related event (or
otherwise) would generally not be covered by the insurance or reinsurance
policy, and no such claims are expected.
In addition to other risks in connection with the Year 2000, general
uncertainty among market participants could cause a decline in business activity
and revenue in 1999 and 2000, as companies address their Year 2000 issues.
Enhance Financial cannot predict the magnitude of this possible decline or the
impact that it may have on its financial results for those years. However,
Enhance Financial has undertaken a thorough review of third-party risks inherent
in Year 2000 issues, and it is working with the industry group allied with its
core business to identify and address credit and other business issues related
to Year 2000. Enhance Financial is also assessing potential effects of
unexpected failures in local, national or international systems, including
power, communication and transportation systems, on which the normal conduct of
business depends, and it will establish contingency plans to deal with such
failures, although there can be no assurance that such plans can be effective in
such circumstances, especially in the case of widespread economic disruption.
Management believes, based upon its investigation to date, that Enhance
Financial is substantially Year 2000 ready. However, there can be no assurance,
due to the uncertain nature of potential Year 2000 problems and Enhance
Financial's lack of control over some of them, especially the readiness of third
parties, that all Year 2000 issues will be foreseen and corrected in a timely
fashion. Failure of the efforts by Enhance Financial or certain third parties to
be Year 2000 ready could result in the disruption of the Company's normal
business activities or in unanticipated claims upon the Company, either of which
could have a material adverse effect. Management is in the process of arranging
additional liquidity, from various sources, in order to meet unanticipated
demand for the claim payments.
Since January 1999, Enhance has strengthened several information
technology facilities and administrative contingency plan components. Such items
include improved data backup and recovery procedures, the outsourcing of
selected back-office processes to Year 2000-compliant providers, contingent
methods of staff remote network access and voice communication, rapid response
teams for mission-critical systems recovery, and formal contractual agreements
with a national provider of disaster recovery and business continuity services.
Taking into consideration these and other operational risk management measures,
management believes that the Company has adequate contingent emergency
preparedness capabilities in-place to support business continuity.
17
<PAGE>
PART II: OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit 4.2.5. Fourth Amendment to the Credit Agreement,
dated as of September 29, 1999, among the registrant,
Fleet National Bank as lender, swingline bank and
agent for the Banks; and The Bank of New York; Bank
One, NA (Main Office Chicago) (formerly known as The
First National Bank of Chicago); and Deutsche Bank
AG, New York and/or Cayman Island Branches, as
lenders.
Exhibit 27. Financial data schedules.
(b) Reports on Form 8-K.
None.
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 thereunto duly authorized.
Date: February 14, 2000 ENHANCE FINANCIAL SERVICES GROUP INC.
By: /s/ Richard Lutenski
--------------------------------------
Richard Lutenski
Executive Vice President and Chief
Financial Officer
(duly authorized officer and
Principal Financial Officer)
18
<PAGE>
Exhibit 4.2.5
FOURTH AMENDMENT TO THE CREDIT AGREEMENT
This Fourth Amendment ("Fourth Amendment"), dated as of September 29,
1999, is among ENHANCE FINANCIAL SERVICES GROUP INC., a corporation duly
organized and validly existing under the laws of the State of New York (together
with its successors and assigns, the "COMPANY"); each of the lenders that is a
signatory hereto (together with its successors and assigns, individually, a
"BANK", and, collectively, the "BANKS"); and FLEET NATIONAL BANK, as Swingline
Bank (in such capacity, together with its successors and permitted assigns in
such capacity, the "SWINGLINE BANK") and as agent for the Banks (in such
capacity, together with its successors in such capacity, the "AGENT").
The Company, the Banks, the Swingline Bank and the Agent are parties to
a Credit Agreement dated as of June 30, 1998, which Credit Agreement was amended
and restated in its entirety by the Third Amendment to the Credit Agreement
dated as of June 29, 1999 (as so amended and restated and in effect on the date
hereof, the "CREDIT AGREEMENT"). The Company has requested the Banks to increase
the commitment of each Bank to make revolving loans and to amend the covenant in
the Credit Agreement relating to the Company's incurrence or creation of
additional indebtedness. The Banks are in agreement with such request upon
certain terms and conditions. Accordingly, the parties hereto hereby agree as
follows:
Section 1. DEFINITIONS. Except as otherwise defined in this Fourth
Amendment, terms defined in the Credit Agreement are used herein as defined
therein.
Section 2. AMENDMENTS. Subject to the satisfaction of the conditions
precedent specified in Section 3 below, but effective as of the date hereof, the
Credit Agreement shall be amended as follows:
(a) Section 1.01 (CERTAIN DEFINED TERMS) is amended as follows:
(i) by deleting the definition of "Applicable Margin" and
substituting therefor the following:
"APPLICABLE MARGIN" shall mean: (a) 1.50% per annum with respect
to Revolving Credit Loans and Term Loans made, Converted or
Continued during the Increased Rate Period that are Base Rate
Loans, and 0% per annum for all other Revolving Credit Loans and
Term Loans that are Base Rate Loans; and (b) with respect to (i)
Revolving Credit Loans and Term Loans that are Eurodollar Loans
or (ii) with respect to facility fees payable hereunder, the
applicable percentage per annum set forth below under the caption
"Eurodollar Spread" or "Facility Fee Rate", as the case may be,
based upon the ratings by S&P and Moody's applicable on such date
to the Index Debt:
<PAGE>
- --------------------------------------------------------------------------------
Eurodollar Spread
--------------------------------
Index Debt Revolving Facility Fee
Rating: Credit Loan(1) Term Loan Rate
- --------------------------------------------------------------------------------
Level 1 0.210% 0.310% 0.070%
- --------------------------------------------------------------------------------
Level 2 0.250% 0.350% 0.080%
- --------------------------------------------------------------------------------
Level 3 0.290% 0.390% 0.090%
- --------------------------------------------------------------------------------
Level 4 0.325% 0.425% 0.105%
- --------------------------------------------------------------------------------
Level 5 0.355% 0.455% 0.125%
- --------------------------------------------------------------------------------
(1) During any period that the aggregate outstanding principal amount of
Revolving Credit Loans, Competitive Loans and Swingline Loans equals or
exceeds 33 1/3% of the aggregate Commitments of the Banks, the Eurodollar
Spread for Revolving Credit Loans shall be increased by .100% above the
percentages set forth in the above grid for each of the Index Debt Rating
Levels. In addition to any increases resulting from the application of the
provisions of the preceding sentence, the Eurodollar Spread for all
Revolving Credit Loans made, Converted or Continued during the Increased
Rate Period shall be increased by an additional 1.500% per annum above the
percentages set forth in the above grid for each of the Index Debt Rating
Levels.
- --------------------------------------------------------------------------------
For purposes of determining the applicable Index Debt Rating (except for split
ratings of more than one equivalent level as provided for below): (a) Level 1
shall be deemed to be applicable if (i) no Event of Default shall have occurred
and be continuing and (ii) the Index Debt is rated AA or higher by S&P or Aa2 or
higher by Moody's; (b) Level 2 shall be deemed to be applicable if (i) no Event
of Default shall have occurred and be continuing, (ii) Level 1 is not applicable
and (iii) the Index Debt is rated A or higher by S&P OR A2 or higher by Moody's;
(c) Level 3 shall be deemed to be applicable if (i) no Event of Default shall
have occurred and be continuing, (ii) neither Level 1 nor Level 2 is applicable
and (iii) the Index Debt is rated A- or higher by S&P OR A3 or higher by
Moody's; (d) Level 4 shall be deemed to be applicable if (i) no Event of Default
shall have occurred and be continuing, (ii) neither Level 1, Level 2 nor Level 3
is applicable and (iii) the Index Debt is rated BBB+ or higher by S&P OR Baa1 or
higher by Moody's; and (e) Level 5 shall be deemed to be applicable if no other
Level is applicable. If S&P or Moody's shall not have in effect a rating for the
Index Debt (other than by reason of the circumstances referred to in the last
sentence of this definition), then S&P shall be deemed to have established a
rating in Level 5. If the rating for the Index Debt of S&P and Moody's is split
by more than one equivalent rating level, the Index Debt Rating shall be deemed
to be at that Level corresponding to the rating that is one level higher than
the lower of the two ratings. If the rating established or deemed to have been
established by S&P or Moody's for the Index Debt shall be changed (other than as
a result of a change in the rating system of S&P or Moody's), such change shall
be effective as of the
-2-
<PAGE>
date on which it is first announced by S&P or Moody's, as the case may be.
Each change in the Applicable Margin shall apply during the period
commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change. If the
rating system of S&P or Moody's shall change, or if S&P or Moody's shall
cease to be in the business of rating corporate debt obligations, the
Company and the Banks shall negotiate in good faith to amend this
definition to reflect such changed rating system or the unavailability of
ratings from such rating agency and, pending the effectiveness of any such
amendment, the Applicable Margin shall be determined by reference to the
rating most recently in effect prior to such change or cessation.
(ii) by deleting the definition of "Commitment" and substituting therefor
the following:
"COMMITMENT" shall mean, as to each Bank, the obligation of such Bank to
make Loans in an aggregate amount not exceeding the amounts and for the
time periods set opposite such Bank's name under the caption "Commitment"
on the signature pages of the Fourth Amendment (as the same may be reduced
at any time or from time to time pursuant to Section 2.03 hereof).
(iii) by adding the following new definitions:
"FOURTH AMENDMENT" shall mean the Fourth Amendment to the Credit Agreement
dated as of September 29, 1999 among the Company, the Banks signatory
thereto, the Swingline Bank and the Agent.
"INCREASED COMMITMENT PERIOD" shall mean the period from the Amendment
Effective Date (as defined in the Fourth Amendment) to the earlier of (a)
March 31, 2000 or (b) ten (10) days after the date the Company issues any
shares of the capital stock of any class in the public or private market
other than in connection with (i) the Company's employee or director
incentive or stock option plans (including, without limitation, the
exercise of employee or director stock options issued thereunder) or the
Company's Director Stock Ownership Plan or (ii) any acquisition by the
Company or any of its Subsidiaries of any business otherwise permitted by
this Agreement, the consideration for which is, in whole or in part, shares
of the capital stock of such class.
"INCREASED RATE PERIOD" shall mean the period from December 15, 1999 to
January 17, 2000.
(b) Subsection (a) of Section 3.01 (REPAYMENT OF LOANS) is deleted and replaced
with the following:
"(a) The Company hereby promises to pay the Administrative Agent for
account of each Bank (i) the outstanding principal amount of each of such
Bank's Revolving Credit Loans, and each Revolving Credit Loan shall mature,
on the Commitment Termination Date; (ii) the outstanding principal amount
of each
-3-
<PAGE>
Competitive Loan, and each Competitive Loan shall mature, on the last day
of the Interest Period applicable to such Loan; and (iii) on the first
Business Day after the Increased Commitment Period, such principal amount
of each Bank's Revolving Loans as may be necessary so that after such
repayment, the aggregate unpaid principal amount of all Loans does not
exceed the Commitment as automatically reduced upon the expiration of the
Increased Commitment Period.
(c) Subsection (d) of Section 8.07 (INDEBTEDNESS) is deleted and replaced with
the following:
"(d) additional Indebtedness of the Company and its Material Subsidiaries
provided that on the date such Indebtedness is incurred and after giving
effect thereto and to the concurrent retirement of any other Indebtedness
of the Company and its Material Subsidiaries, total consolidated
Indebtedness of the Company and its Subsidiaries (including Indebtedness
created or incurred under any other subsection of this Section 8.07) does
not exceed 25% of Total Capitalization or 50% of the sum of (i) Combined
Statutory Surplus and (ii) the contingency reserves reported by each
Insurance Subsidiary of Enhance Investment in its most recent Statutory
Statement.
Section 3. CONDITIONS PRECEDENT. This Fourth Amendment shall take
effect from the first day (the "Amendment Effective Date") that the Agent shall
have received counterparts hereof signed by the Company, each of the Banks
identified on the signature pages of this Fourth Amendment, the Swingline Bank
and the Agent, and each of the conditions set forth in this Section 3 has been
waived by each Bank and the Agent or met:
(a) The Agent shall have received from the Company a certificate of a
senior officer to the Company, dated the Amendment Effective Date, stating that:
(i) the representations and warranties contained in Section 7 of
the Credit Agreement are correct on and as of the date of such
certificate as though made on and as of such date (or, if such
representation or warranty is expressly stated to have been made
as of a specific date, as of such specific date); and
(ii) no Event of Default or Default has occurred and is
continuing or would result from the signing of the Fourth
Amendment or the transactions contemplated thereby, in each case
taking into account the effect of the amendment to Section
8.07(d) being made by this Fourth Amendment.
(b) The Agent shall have received a certificate of the Secretary or an
Assistant Secretary of the Company, dated the Amendment Effective Date and
certifying that, except for amendments, copies of which are attached to such
Certificate, the charters or similar organizational documents of the Company and
the Material Subsidiaries have not been amended since June 29, 1999.
-4-
<PAGE>
(c) The Agent shall have received for the account of each Bank a duly
completed Revolving Credit Note and a Competitive Note, each duly executed and
delivered by the Company and made payable to each Bank in the amount of its
increased Commitment.
(d) The Agent shall have received an opinion, dated the Amendment
Effective Date, of Samuel Bergman, Executive Vice President and General Counsel
of the Company, covering such matters as the Administrative Agent or any Bank
may reasonably request (and the Company hereby instructs such counsel to deliver
such opinion to the Banks and the Agent), in which opinion such counsel may take
into account the effect of the amendment to Section 8.07(d) being made by this
Fourth Amendment.
(e) The Agent shall have received all information, documents,
certificates and opinions of counsel relating to the Company and its
Subsidiaries, as any Bank or the Agent may reasonably request, all in form and
substance satisfactory to the Banks, the Agent and its special counsel.
(f) The Agent shall have received payment of a fee for the ratable
benefit of the Banks equal to 18 basis points on the amount of the increase in
the Commitment and any other fees the Company shall have agreed to pay to the
Agent.
(g) Day, Berry & Howard LLP, special counsel to the Agent, shall have
received payment of its legal fees and disbursements in connection with the
preparation, negotiation, execution and delivery of this Fourth Amendment.
Section 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants as follows:
(a) The execution, delivery and performance by the Company of this
Fourth Amendment have been duly authorized by all necessary corporate action and
do not and will not (i) require any consent or approval of its shareholders;
(ii) violate any provisions of its articles of incorporation or by-laws; (iii)
violate any provision of any law, rule, regulation (including without
limitation, Regulation U and X), order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability to and binding
upon the Company or any Subsidiary, it being understood that the Company may be
required to file a copy of this Fourth Amendment with the Securities and
Exchange Commission in connection with the Company's periodic filing
requirements; (iv) result in a breach of or constitute a default or require any
consent under any indenture or loan or credit agreement or any other material
agreement, lease or instrument to which the Company or any Subsidiary is a party
or by which it or its Properties may be bound; or (v) result in, or require, the
creation or imposition of any Lien upon or with respect to any of the Properties
now owned or hereafter acquired by the Company.
(b) No authorizations, approvals or consents of, and no filings or
registrations with, any governmental or regulatory authority or agency, or any
securities exchange, are necessary for the execution or delivery by the Company
of this Fourth Amendment or performance by the Company thereof or for the
legality, validity or enforceability of this Fourth Amendment.
(c) This Fourth Amendment constitutes the legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms, except to the extent
-5-
<PAGE>
that such enforcement may be limited by applicable bankruptcy, insolvency and
other similar laws affecting creditors' rights generally and by general
principles of equity.
(d) The information, reports, financial statements, exhibits and
schedules furnished in writing by or on behalf of the Company or any of its
Subsidiaries to the Agent or any Bank in connection with the negotiation,
preparation or delivery of this Fourth Amendment or delivered pursuant hereto,
when taken as a whole, do not, as of the Amendment Effective Date, contain any
untrue statement of material fact or omit to state any material fact necessary
to make the statements herein or therein, in light of the circumstances under
which they were made, not misleading. To the Company's knowledge, there is no
fact peculiar to the Company or any of its Subsidiaries (in contrast to
information of a general economic or industry nature) that could have a Material
Adverse Effect that has not been disclosed herein or in a report, financial
statement, exhibit, schedule, disclosure letter or other writing furnished to
the Banks for use in connection with the transactions contemplated hereby.
(e) Substantially all programming required to handle all material dates
and date processing, in and following the year 2000, of (i) the Company's and
each of its Material Subsidiaries' computer systems and (ii) equipment
containing embedded microchips (including systems and equipment supplied by
others or with which the Company's or such Material Subsidiaries' systems
interface) and the testing of all such systems and equipment, as so
reprogrammed, has been substantially completed. The expected cost to the Company
and its Material Subsidiaries of such reprogramming and testing and of the
reasonably foreseeable consequences of year 2000 to the Company and its Material
Subsidiaries (including, without limitation, reprogramming errors and the
failure of others' systems or equipment within the control of the Company or its
Material Subsidiaries) is not anticipated to result in a Default or have
Material Adverse Effect.
Section 5. EFFECT ON THE CREDIT AGREEMENT. The execution, delivery and
effectiveness of this Fourth Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any of the Banks
under the Credit Agreement, nor constitute a waiver of any provision of the
Credit Agreement. On and after the Amendment Effective Date, the rights and
obligations of the parties hereto shall be governed by the Credit Agreement, as
amended hereby.
Section 6. COSTS, EXPENSES AND TAXES. The Company agrees to pay on
demand all reasonable costs and expenses of the Agent in connection with the
preparation, execution, delivery and administration of this Fourth Amendment and
any other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel to the Agent) in
accordance with the terms of Section 11.03 of the Credit Agreement.
Section 7. EXECUTION IN COUNTERPARTS. This Fourth Amendment may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute but one and the same instrument.
Section 8. GOVERNING LAW. This Fourth Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
-6-
<PAGE>
Section 9. DEFINED TERMS. Until the Amendment Effective Date,
capitalized terms used herein which are not expressly defined herein shall have
the meanings ascribed to them in the Credit Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK --
SIGNATURE PAGES FOLLOW]
-7-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed and delivered as of the day and year first above
written.
ENHANCE FINANCIAL SERVICES GROUP INC.
By: /s/ Jeffrey A. Figurelli
-------------------------------------
Title: Senior Vice President
and Treasurer
S-1
<PAGE>
<TABLE>
<CAPTION>
COMMITMENT
During the Increased At All Other
Commitment Period Times BANKS
----------------- ----- -----
<S> <C> <C>
FLEET NATIONAL BANK
By: /s/ E.B. Shelley
---------------------------------------
$37,500,000 $30,000,000 Title: Vice President
THE BANK OF NEW YORK
By: /s/ Evan Glass
---------------------------------------
$31,250,000 $25,000,000 Title: Assistant Vice President
BANK ONE, N.A. (MAIN OFFICE CHICAGO)
(FORMERLY KNOWN AS THE FIRST NATIONAL
BANK OF CHICAGO)
By: /s/ Timothy J. Stambaugh
---------------------------------------
Title: Timothy J. Stambaugh
$31,250,000 $25,000,000 Senior Vice President
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLAND BRANCHES
By: /s/ John S. McGill
---------------------------------------
Title: John S. McGill
Director
and
By: /s/ Ruth Leung
---------------------------------------
Title: Ruth Leung
$25,000,000 $20,000,000 Director
</TABLE>
S-2
<PAGE>
SWINGLINE BANK
FLEET NATIONAL BANK,
as Swingline Bank
By: /s/ E.B. Shelley
-------------------------------------
Title: Vice President
AGENT
FLEET NATIONAL BANK,
as Agent
By: /s/ E.B. Shelley
-------------------------------------
Title: Vice President
S-3
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 2,756
<SECURITIES> 978,619
<RECEIVABLES> 24,409
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,434,863
<CURRENT-LIABILITIES> 0
<BONDS> 180,950
0
0
<COMMON> 3,999
<OTHER-SE> 687,069
<TOTAL-LIABILITY-AND-EQUITY> 1,434,863
<SALES> 0
<TOTAL-REVENUES> 147,037
<CGS> 0
<TOTAL-COSTS> (90,402)
<OTHER-EXPENSES> (17,026)
<LOSS-PROVISION> (33)
<INTEREST-EXPENSE> (7,998)
<INCOME-PRETAX> 65,630
<INCOME-TAX> 1,587
<INCOME-CONTINUING> 64,043
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 64,043
<EPS-BASIC> 1.69
<EPS-DILUTED> 1.64
</TABLE>
