================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 19, 1999
SUPERIOR BANK FSB (as depositor under the Pooling and Servicing Agreement, dated
as of February 1, 1999, providing for the issuance of AFC Mortgage Loan Asset
Backed Certificates, Series 1999-1)
Superior Bank FSB
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
United States 333-61691 36-1414142
- ---------------------------- ------------------- ----------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
One Lincoln Centre
Oakbrook Terrace, Illinois 60181
- -------------------------- ----------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (630) 916-4000
--------------
================================================================================
<PAGE>
-2-
Item 5. Other Events.
The financial statements of Financial Guaranty Insurance Company ("FGIC")
as of December 31, 1997 and 1996, and for each of the years in the three-year
period ended December 31, 1997 that are included in this Form 8-K have been
audited by KPMG LLP. The consent of KPMG LLP to the inclusion of their audit
report on such financial statements in this Form 8-K and their being named as
"experts" in the Prospectus Supplement relating to AFC Mortgage Loan Asset
Backed Certificates, Series 1999-1, is attached hereto as Exhibit 23.1.
The audited financial statements of FGIC as of December 31, 1997 and
December 31, 1996, and for each of the years in the three-year period ended
December 31, 1997 are attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
- ----------- ----------- -----------
23.1 23 Consent of KPMG LLP
99.1 99 Audited financial statements of FGIC
as of December 31, 1997 and 1996,
and for each of the years in the
three-year period ended
December 31,1997
<PAGE>
-3-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUPERIOR BANK FSB
By:/s/ WILLIAM C. BRACKEN
-------------------------
Name: William C. Bracken
Title: Senior Vice President
and Chief Financial Officer
Dated: February 19, 1999
<PAGE>
-4-
EXHIBIT INDEX
Exhibit Description
- ------- -----------
23.1 Consent of KPMG LLP
99.1 Audited Financial Statements of Financial Guaranty Insurance
Company as of December 31, 1997 and 1996, and for each of the years
in the three-year period ended December 31, 1997
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Financial Guaranty Insurance Company:
We consent to the use of our report dated January 23, 1998 on the financial
statements of Financial Guaranty Insurance Company as of December 31, 1997 and
1996, and for each of the years in the three-year period ended December 31, 1997
included in the Form 8-K of Superior Bank FSB (the "Registrant") which is
incorporated herein by reference in the registration statement (No. 333-61691)
and to the reference to our firm under the heading "Experts" in the Prospectus
Supplement of the Registrant.
/s/KPMG LLP
New York, New York
February 19, 1999
FINANCIAL GUARANTY INSURANCE COMPANY
================================================================================
AUDITED FINANCIAL STATEMENTS
DECEMBER 31, 1997
Report of Independent Auditors.......................................1
Balance Sheets.......................................................2
Statements of Income.................................................3
Statements of Stockholder's Equity...................................4
Statements of Cash Flows.............................................5
Notes to Financial Statements........................................6
<PAGE>
[LOGO] KPMG Peat Marwick LLP
345 Park Avenue
New York, NY 10154
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholder
Financial Guaranty Insurance Company:
We have audited the accompanying balance sheets of Financial Guaranty Insurance
Company as of December 31, 1997 and 1996, and the related statements of income,
stockholder's equity, and cash flows for each of the years in the three year
period ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Financial Guaranty Insurance
Company as of December 31, 1997 and 1996 and the results of its operations and
its cash flows for each of the years in the three year period then ended in
conformity with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
January 23, 1998
<PAGE>
FINANCIAL GUARANTY INSURANCE
COMPANY BALANCE SHEETS
================================================================================
($ in Thousands, except per share amounts)
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
ASSETS 1997 1996
----------- -----------
<S> <C> <C>
Fixed maturity securities available-for-sale
(amortized cost of $2,313,458 in 1997 and $2,190,303 in 1996) $ 2,443,746 $ 2,250,549
Short-term investments, at cost, which approximates market 76,039 73,839
Cash 802 860
Accrued investment income 38,927 37,655
Reinsurance recoverable 8,220 7,015
Prepaid reinsurance premiums 154,208 167,683
Deferred policy acquisition costs 86,286 91,945
Property and equipment, net of accumulated depreciation
($17,346 in 1997 and $15,333 in 1996) 3,142 4,696
Receivable for securities sold -- 379
Prepaid expenses and other assets 21,002 19,520
----------- -----------
Total assets $ 2,832,372 $ 2,654,141
=========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Unearned premiums $ 628,553 $ 681,816
Loss and loss adjustment expenses 76,926 72,616
Ceded reinsurance balances payable 3,932 10,561
Accounts payable and accrued expenses 26,352 54,165
Payable to Parent -- 1,791
Current federal income taxes payable 19,335 52,016
Deferred federal income taxes 118,522 91,805
Payable for securities purchased 5,811 4,937
----------- -----------
Total liabilities 879,431 969,707
----------- -----------
Stockholder's Equity:
Common stock, par value $1,500 per share;
10,000 shares authorized, issued and outstanding 15,000 15,000
Additional paid-in capital 383,511 334,011
Net unrealized gains on fixed maturity securities available-
for-sale, net of tax 84,687 39,160
Foreign currency translation adjustment, net of tax (752) (429)
Retained earnings 1,470,495 1,296,692
----------- -----------
Total stockholder's equity 1,952,941 1,684,434
----------- -----------
Total liabilities and stockholder's equity $ 2,832,372 $ 2,654,141
=========== ===========
</TABLE>
See accompanying notes to financial statements.
-2-
<PAGE>
FINANCIAL GUARANTY INSURANCE
COMPANY STATEMENTS OF INCOME
================================================================================
($ in Thousands)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
REVENUES:
Gross premiums written $ 95,995 $ 97,027 $ 97,288
Ceded premiums (19,780) (29,376) (19,319)
--------- --------- ---------
Net premiums written 76,215 67,651 77,969
Decrease in net unearned premiums 39,788 51,314 27,309
--------- --------- ---------
Net premiums earned 116,003 118,965 105,278
Net investment income 127,773 124,635 120,398
Net realized gains 16,700 15,022 30,762
--------- --------- ---------
Total revenues 260,476 258,622 256,438
--------- --------- ---------
EXPENSES:
Loss and loss adjustment expenses 12,539 2,389 (8,426)
Policy acquisition costs 12,936 16,327 13,072
Decrease (Increase) in deferred policy acquisition costs 5,659 2,923 (3,940)
Other underwriting expenses 14,691 12,508 19,100
--------- --------- ---------
Total expenses 45,825 34,147 19,806
--------- --------- ---------
Income before provision for Federal income taxes 214,651 224,475 236,632
--------- --------- ---------
Federal income tax expense:
Current 39,133 41,548 28,913
Deferred 1,715 5,318 19,841
--------- --------- ---------
Total Federal income tax expense 40,848 46,866 48,754
--------- --------- ---------
Net income $ 173,803 $ 177,609 $ 187,878
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE>
FINANCIAL GUARANTY INSURANCE
COMPANY STATEMENTS OF STOCKHOLDER'S EQUITY
================================================================================
($ in Thousands)
<TABLE>
<CAPTION>
NET UNREALIZED FOREIGN
GAINS (LOSSES) CURRENCY
ADDITIONAL ON FIXED MATURITY TRANSLATION
COMMON PAID-IN SECURITIES AVAILABLE- ADJUSTMENT, RETAINED
STOCK CAPITAL FOR-SALE, NET OF TAX NET OF TAX EARNINGS
----------- ----------- -------------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1995 $ 15,000 $ 334,011 $ (41,773) $ (1,221) $ 973,706
Net income -- -- -- -- 187,878
Dividend paid -- -- -- -- (25,000)
Change in fixed maturity securities
available for sale, net of tax of $56,839 -- -- 105,558 -- --
Foreign currency translation adjustment -- -- -- (278) --
----------- ----------- -------------------- ----------- -----------
Balance, December 31, 1995 15,000 334,011 63,785 (1,499) 1,136,584
----------- ----------- -------------------- ----------- -----------
Net Income -- -- -- -- 177,609
Dividend paid -- -- -- -- (17,500)
Change in fixed maturity securities
available for sale, net of tax of ($13,260) -- -- (24,625) -- --
Foreign currency translation adjustment -- -- -- 1,070 --
----------- ----------- -------------------- ----------- -----------
Balance at December 31, 1996 15,000 334,011 39,160 (429) 1,296,692
----------- ----------- -------------------- ----------- -----------
Net Income -- -- -- -- 173,803
Capital contribution -- 49,500 -- -- --
Change in fixed maturity securities
available for sale, net of tax of $24,516 -- -- 45,527 -- --
Foreign currency translation adjustment -- -- -- (323) --
----------- ----------- -------------------- ----------- -----------
Balance at December 31, 1997 $ 15,000 $ 383,511 $ 84,687 $ (752) $ 1,470,495
=========== =========== ==================== =========== ===========
</TABLE>
See accompanying notes to financial statements.
-4-
<PAGE>
FINANCIAL GUARANTY INSURANCE
COMPANY STATEMENTS OF CASH FLOWS
================================================================================
($ in Thousands)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income $ 173,803 $ 177,609 $ 187,878
Adjustments to reconcile net income
to net cash provided by operating activities:
Change in unearned premiums (53,263) (45,719) (29,890)
Change in loss and loss adjustment expense reserves 4,310 (5,192) (20,938)
Depreciation of property and equipment 2,013 2,472 2,348
Change in reinsurance receivable (1,205) 657 6,800
Change in prepaid reinsurance premiums 13,475 (5,596) 2,581
Change in foreign currency translation adjustment (497) 1,646 (427)
Policy acquisition costs deferred (12,936) (16,327) (16,219)
Amortization of deferred policy acquisition costs 18,595 19,250 12,279
Change in accrued investment income, and prepaid
expenses and other assets (2,754) (7,201) 2,906
Change in other liabilities (36,233) 30,117 (12,946)
Change in deferred income taxes 1,715 5,318 19,841
Amortization of fixed maturity securities 2,698 792 1,922
Change in current income taxes payable (32,681) 720 (30,827)
Net realized gains on investments (16,700) (15,022) (30,762)
----------- ----------- -----------
Net cash provided by operating activities 60,340 143,524 94,546
----------- ----------- -----------
Investing Activities:
Sales and maturities of fixed maturity securities 741,604 891,643 836,103
Purchases of fixed maturity securities (848,843) (1,033,345) (891,108)
Purchases, sales and maturities of short-term investments, net (2,200) 17,193 (15,358)
Purchases of property and equipment, net (459) (854) (750)
----------- ----------- -----------
Net cash used in investing activities (109,898) (125,363) (71,113)
----------- ----------- -----------
Financing Activities:
Capital Contributions 49,500 -- --
Dividends paid -- (17,500) (25,000)
----------- ----------- -----------
Net cash provided by financing activities 49,500 (17,500) (25,000)
----------- ----------- -----------
(Decrease) Increase in cash (58) 661 (1,567)
Cash at beginning of year 860 199 1,766
----------- ----------- -----------
Cash at end of year $ 802 $ 860 $ 199
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
-5-
<PAGE>
FINANCIAL GUARANTY INSURANCE
COMPANY NOTES TO FINANCIAL STATEMENTS
================================================================================
(1) BUSINESS
Financial Guaranty Insurance Company (the "Company") is a wholly-owned
insurance subsidiary of FGIC Corporation (the "Parent"). The Parent is
owned approximately ninety-nine percent by General Electric Capital
Corporation ("GE Capital") and approximately one percent by Sumitomo
Marine and Fire Insurance Company, Ltd. The Company provides financial
guaranty insurance on newly issued municipal bonds and municipal bonds
trading in the secondary market, the latter including bonds held by
unit investment trusts and mutual funds. The Company also insures
structured debt issues outside the municipal market. Approximately 86%
of the business written since inception by the Company has been
municipal bond insurance.
The Company insures only those securities that, in its judgment, are of
investment grade quality. Municipal bond insurance written by the
Company insures the full and timely payment of principal and interest
when due on scheduled maturity, sinking fund or other mandatory
redemption and interest payment dates to the holders of municipal
securities. The Company's insurance policies do not provide for
accelerated payment of the principal of, or interest on, the bond
insured in the case of a payment default. If the issuer of a
Company-insured bond defaults on its obligation to pay debt service,
the Company will make scheduled interest and principal payments as due
and is subrogated to the rights of bondholders to the extent of
payments made by it.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that effect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
(2) SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared on the basis
of generally accepted accounting principles ("GAAP") which differ in
certain respects from the accounting practices prescribed or permitted
by regulatory authorities (see Note 3). The prior years financial
statements have been reclassified to conform to the 1997 presentation.
Significant accounting policies are as follows:
INVESTMENTS
The Company accounts for its investments in accordance with Statement
of Financial Accounting Standards No. 115 ("SFAS 115"), "Accounting for
Certain Investments in Debt and Equity Securities." The Statement
defines three categories for classification of debt securities and the
related accounting treatment for each respective category. The Company
has determined that its fixed maturity securities portfolio should be
classified as available-for-sale. Under SFAS 115, securities held as
available-for-sale are recorded at fair value and unrealized holding
gains/losses are recorded as a separate component of stockholder's
equity, net of applicable income taxes.
Short-term investments are carried at cost, which approximates fair
value. Bond discounts and premiums are amortized over the remaining
terms of the securities. Realized gains or losses on the sale of
investments are determined on the basis of specific identification.
-6-
<PAGE>
FINANCIAL GUARANTY INSURANCE
COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
PREMIUM REVENUE RECOGNITION
Premiums for policies where premiums are collected in a single payment
at policy inception are earned over the period at risk, based on the
total exposure outstanding at any point in time. Financial guaranty
insurance policies exposure generally declines according to
predetermined schedules. For policies with premiums that are collected
periodically, premiums are reflected in income pro rata over the period
covered by the premium payment.
POLICY ACQUISITION COSTS
Policy acquisition costs include only those expenses that relate
directly to premium production. Such costs include compensation of
employees involved in underwriting, marketing and policy issuance
functions, rating agency fees, state premium taxes and certain other
underwriting expenses, offset by ceding commission income on premiums
ceded to reinsurers (see Note 6). Net acquisition costs are deferred
and amortized over the period in which the related premiums are earned.
Anticipated loss and loss adjustment expenses are considered in
determining the recoverability of acquisition costs.
LOSS AND LOSS ADJUSTMENT EXPENSES
Provision for loss and loss adjustment expenses is made in an amount
equal to the present value of unpaid principal and interest and other
payments due under insured risks at the balance sheet date for which,
in management's judgment, the likelihood of default is probable. Such
reserves amounted to $76.9 million and $72.6 million at December 31,
1997 and 1996, respectively. As of December 31, 1997 and 1996, such
reserves included $35.1 million and $28.9 million, respectively,
established based on an evaluation of the insured portfolio in light of
current economic conditions and other relevant factors. As of December
31, 1997 and 1996, case-basis loss and loss adjustment expense reserves
were $41.8 million and $43.7 million, respectively. Loss and loss
adjustment expenses include amounts discounted at an interest rate
between 5.9% and 6.0% in 1997 and between 6.5% and 6.6% in 1996. The
discount rate used is based upon the risk free rate for the average
maturity of the applicable bond sector. The reserve for loss and loss
adjustment expenses is necessarily based upon estimates, however, in
management's opinion the reserves for loss and loss adjustment expenses
is adequate. However, actual results will likely differ from those
estimates.
INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. These temporary differences relate principally to
unrealized gains (losses) on fixed maturity securities available-for-
sale, premium revenue recognition, deferred acquisition costs and
deferred compensation. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes
the enactment date.
Financial guaranty insurance companies are permitted to deduct from
taxable income, subject to certain limitations, amounts added to
statutory contingency reserves (see Note 3). The amounts deducted must
be included in taxable income upon their release from the reserves or
upon earlier release of such amounts from such reserves to cover excess
losses as permitted by insurance regulators. The amounts deducted are
allowed as deductions from taxable income only to the extent that U.S.
government non-interest bearing tax and loss bonds are purchased and
held in an amount equal to the tax benefit attributable to such
deductions.
-7-
<PAGE>
FINANCIAL GUARANTY INSURANCE
COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
PROPERTY AND EQUIPMENT
Property and equipment consists of furniture, fixtures, equipment and
leasehold improvements which are recorded at cost and are charged to
income over their estimated service lives. Office furniture and
equipment are depreciated straight-line over five years. Leasehold
improvements are amortized over their estimated service life or over
the life of the lease, whichever is shorter. Computer equipment and
software are depreciated over three years. Maintenance and repairs are
charged to expense as incurred.
FOREIGN CURRENCY TRANSLATION
The Company has established foreign branches in France and the United
Kingdom and determined that the functional currencies of these branches
are local currencies. Accordingly, the assets and liabilities of these
foreign branches are translated into U.S. dollars at the rates of
exchange existing at December 31, 1997 and 1996 and revenues and
expenses are translated at average monthly exchange rates. The
cumulative translation loss at December 31, 1997 and 1996 was $0.7
million and $0.4 million, respectively, net of tax, and is reported as
a separate component of stockholder's equity.
(3) STATUTORY ACCOUNTING PRACTICES
The financial statements are prepared on the basis of GAAP, which
differs in certain respects from accounting practices prescribed or
permitted by state insurance regulatory authorities. The following are
the significant ways in which statutory-basis accounting practices
differ from GAAP:
(a) premiums are earned directly in proportion to the scheduled
principal and interest payments rather than in proportion to the
total exposure outstanding at any point in time.
(b) policy acquisition costs are charged to current operations as
incurred rather than as related premiums are earned;
(c) a contingency reserve is computed on the basis of statutory
requirements for the security of all policyholders, regardless of
whether loss contingencies actually exist, whereas under GAAP, a
reserve is established based on an ultimate estimate of exposure;
(d) certain assets designated as non-admitted assets are charged
directly against surplus but are reflected as assets under GAAP,
if recoverable;
(e) federal income taxes are only provided with respect to taxable
income for which income taxes are currently payable, while under
GAAP taxes are also provided for differences between the financial
reporting and the tax bases of assets and liabilities;
(f) purchases of tax and loss bonds are reflected as admitted assets,
while under GAAP they are recorded as federal income tax payments;
and
(g) all fixed income investments are carried at amortized cost rather
than at fair value for securities classified as available-for-sale
under GAAP.
-8-
<PAGE>
FINANCIAL GUARANTY INSURANCE
COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
The following is a reconciliation of net income and stockholder's equity
presented on a GAAP basis to the corresponding amounts reported on a
statutory-basis for the periods indicated below (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------------------------------------------------
1997 1996 1995
-------------------------- -------------------------- --------------------------
NET STOCKHOLDER'S NET STOCKHOLDER'S NET STOCKHOLDER'S
INCOME EQUITY INCOME EQUITY INCOME EQUITY
----------- ------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
GAAP basis amount $ 173,803 $ 1,952,941 $ 177,609 $ 1,684,434 $ 187,878 $ 1,547,881
Premium revenue recognition (4,924) (181,209) (9,358) (176,285) (22,555) (166,927)
Deferral of acquisition costs 5,659 (86,286) 2,923 (91,945) (3,940) (94,868)
Contingency reserve -- (540,677) -- (460,973) -- (386,564)
Contingency reserve tax deduction (see Note 2) -- 95,185 -- 85,176 -- 78,196
Non-admitted assets -- (2,593) -- (3,879) -- (5,731)
Case basis loss reserves 1,377 (1,872) (3,197) (3,249) 4,048 (52)
Portfolio loss reserves 5,000 29,000 -- 24,000 (22,100) 24,000
Deferral of income taxes 1,715 72,260 5,317 70,719 19,842 64,825
Unrealized (gains) on fixed maturity
securities held at fair value, net of tax -- (84,687) -- (39,160) -- (63,785)
Recognition of profit commission (1,203) (7,388) (441) (6,185) 3,096 (5,744)
Allocation of tax benefits due to
Parent's net operating loss to the
Company (see Note 5) 313 10,916 313 10,603 (637) 10,290
----------- ----------- ----------- ----------- ----------- -----------
Statutory-basis amount $ 181,740 $ 1,255,590 $ 173,166 $ 1,093,256 $ 166,906 $ 1,001,521
=========== =========== =========== =========== =========== ===========
-9-
</TABLE>
<PAGE>
FINANCIAL GUARANTY INSURANCE
COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
(4) INVESTMENTS
Investments in fixed maturity securities carried at fair value of $3.1
million and $3.1 million as of December 31, 1997 and 1996,
respectively, were on deposit with various regulatory authorities as
required by law.
The amortized cost and fair values of short-term investments and of
investments in fixed maturity securities classified as
available-for-sale are as follows (in thousands):
<TABLE>
<CAPTION>
GROSS GROSS
UNREALIZED UNREALIZED
AMORTIZED HOLDING HOLDING FAIR
1997 COST GAINS LOSSES VALUE
---- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies $ 11,539 $ 185 $ -- $ 11,724
Obligations of states and political
subdivisions 2,272,225 130,183 655 2,401,753
Debt securities issued by foreign
governments 29,694 603 28 30,269
---------- ---------- ---------- ----------
Investments available-for-sale 2,313,458 130,971 683 2,443,746
Short-term investments 76,039 -- -- 76,039
---------- ---------- ---------- ----------
Total $2,389,497 $ 130,971 $ 683 $2,519,785
========== ========== ========== ==========
</TABLE>
The amortized cost and fair values of short-term investments and of
investments in fixed maturity securities available-for-sale at December
31, 1997, by contractual maturity date, are shown below. Expected
maturities may differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without call or
prepayment penalties.
AMORTIZED FAIR
1997 COST VALUE
---- ---------- ----------
Due in one year or less $ 85,199 $ 85,395
Due after one year through five years 61,168 62,955
Due after five years through ten years 589,772 619,972
Due after ten years through twenty years 1,604,167 1,700,193
Due after twenty years 49,191 51,270
---------- ----------
Total $2,389,497 $2,519,785
========== ==========
-10-
<PAGE>
FINANCIAL GUARANTY INSURANCE
COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
<TABLE>
<CAPTION>
GROSS GROSS
UNREALIZED UNREALIZED
AMORTIZED HOLDING HOLDING FAIR
1996 COST GAINS LOSSES VALUE
---- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies $ 57,987 $ 373 $ 1 $ 58,359
Obligations of states and political
subdivisions 2,098,486 65,254 4,854 2,158,886
Debt securities issued by foreign
governments 33,830 -- 526 33,304
---------- ---------- ---------- ----------
Investments available-for-sale 2,190,303 65,627 5,381 2,250,549
Short-term investments 73,839 -- -- 73,839
---------- ---------- ---------- ----------
Total $2,264,142 $ 65,627 $ 5,381 $2,324,388
========== ========== ========== ==========
</TABLE>
In 1997, 1996 and 1995, proceeds from sales and maturities of
investments in fixed maturity securities available-for-sale carried at
fair value were $741.6 million, $891.6 million, and $836.1 million,
respectively. For 1997, 1996 and 1995 gross gains of $19.1 million,
$19.8 million and $36.3 million respectively, and gross losses of $2.4
million, $4.8 million and $5.5 million respectively, were realized on
such sales.
Net investment income of the Company is derived from the following
sources (in thousands):
YEAR ENDED DECEMBER 31,
--------------------------------
1997 1996 1995
-------- -------- --------
Income from fixed maturity securities $122,372 $119,290 $112,684
Income from short-term investments 6,366 6,423 8,450
-------- -------- --------
Total investment income 128,738 125,713 121,134
Investment expenses 965 1,078 736
-------- -------- --------
Net investment income $127,773 $124,635 $120,398
======== ======== ========
As of December 31, 1997, the Company did not have more than 10% of its
investment portfolio concentrated in a single issuer or industry.
-11-
<PAGE>
FINANCIAL GUARANTY INSURANCE
COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
(5) INCOME TAXES
The Company files a federal tax return as part of the consolidated
return of General Electric Capital Corporation ("GE Capital"). Under a
tax sharing agreement with GE Capital, taxes are allocated to the
Company and the Parent based upon their respective contributions to
consolidated net income. The Company also has a separate tax sharing
agreement with its Parent. Under this agreement the Company can utilize
its Parent's net operating loss to offset taxable income on a
stand-alone basis. The Company's effective federal corporate tax rate
(19.0 percent in 1997, 20.8 percent in 1996 and 20.6 percent in 1995)
is less than the corporate tax rate on ordinary income of 35 percent in
1997, 1996 and 1995.
Federal income tax expense relating to operations of the Company for
1997, 1996 and 1995 is comprised of the following (in thousands):
YEAR ENDED DECEMBER 31,
---------------------------
1997 1996 1995
------- ------- -------
Current tax expense $39,133 $41,548 $28,913
Deferred tax expense 1,715 5,318 19,841
------- ------- -------
Federal income tax expense $40,848 $46,866 $48,754
======= ======= =======
The following is a reconciliation of federal income taxes computed at
the statutory rate and the provision for federal income taxes (in
thousands):
YEAR ENDED DECEMBER 31,
-----------------------------
1997 1996 1995
-------- -------- --------
Income taxes computed on income
before provision for federal
income taxes, at the statutory rate $ 75,128 $ 78,566 $ 82,821
Tax effect of:
Tax-exempt interest (34,508) (32,609) (30,630)
Other, net 228 909 (3,437)
-------- -------- --------
Provision for income taxes $ 40,848 $ 46,866 $ 48,754
======== ======== ========
-12-
<PAGE>
FINANCIAL GUARANTY INSURANCE
COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
The tax effects of temporary differences that give rise to significant
portions of the net deferred tax liability or asset at December 31,
1997 and 1996 are presented below (in thousands):
1997 1996
-------- --------
Deferred tax assets:
Loss reserves $ 10,999 $ 9,249
Deferred compensation 2,242 2,531
Tax over book capital gains 2,996 2,144
Other 2,260 2,601
-------- --------
Total gross deferred tax assets 18,497 16,525
-------- --------
Deferred tax liabilities:
Unrealized gains on fixed maturity
securities, available-for-sale 45,601 21,086
Deferred acquisition costs 30,200 32,181
Premium revenue recognition 40,103 37,159
Rate differential on tax and loss bonds 9,454 9,454
Other 11,661 8,450
-------- --------
Total gross deferred tax liabilities 137,019 108,330
-------- --------
Net deferred tax liability $118,522 $ 91,805
======== ========
Based upon the level of historical taxable income, projections of
future taxable income over the periods in which the deferred tax assets
are deductible and the estimated reversal of future taxable temporary
differences, the Company believes it is more likely than not that it
will realize the benefits of these deductible differences and has not
established a valuation allowance at December 31, 1997 and 1996. The
Company anticipates that the related deferred tax asset will be
realized based on future profitable business.
Total federal income tax payments during 1997, 1996 and 1995 were $71.8
million, $33.9 million, and $59.8 million, respectively.
-13-
<PAGE>
FINANCIAL GUARANTY INSURANCE
COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
(6) REINSURANCE
The Company reinsures portions of its risk with other insurance
companies through quota share reinsurance treaties and, where
warranted, on a facultative basis. This process serves to limit the
Company's exposure on risks underwritten. In the event that any or all
of the reinsuring companies were unable to meet their obligations, the
Company would be liable for such defaulted amounts. The Company
evaluates the financial condition of its reinsurers and monitors
concentrations of credit risk arising from activities or economic
characteristics of the reinsurers to minimize its exposure to
significant losses from reinsurer insolvencies. The Company holds
collateral under reinsurance agreements in the form of letters of
credit and trust agreements in various amounts with various reinsurers
totaling $37.0 million that can be drawn on in the event of default.
Net premiums earned are presented net of ceded earned premiums of $33.3
million, $23.7 million and $21.9 million for the years ended December
31, 1997, 1996 and 1995, respectively. Loss and loss adjustment
expenses incurred are presented net of ceded losses of $0.2 million,
$(0.8) million and $1.1 million for the years ended December 31, 1997,
1996 and 1995, respectively.
-14-
<PAGE>
FINANCIAL GUARANTY INSURANCE
COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
(7) LOSS AND LOSS ADJUSTMENT EXPENSES
Activity in the reserve for loss and loss adjustment expenses is
summarized as follows (in thousands):
YEAR ENDED DECEMBER 31,
--------------------------------
1997 1996 1995
-------- -------- --------
Balance at January 1, $ 72,616 $ 77,808 $ 98,746
Less reinsurance recoverable 7,015 (7,672) 14,472
-------- -------- --------
Net balance at January 1, 65,601 70,136 84,274
Incurred related to:
Current year 1,047 -- 26,681
Prior years 6,492 2,389 (1,207)
Portfolio reserves 5,000 -- (33,900)
-------- -------- --------
Total Incurred 12,539 2,389 (8,426)
-------- -------- --------
Paid related to:
Current year (1,047) -- (197)
Prior years (8,387) (6,924) (5,515)
-------- -------- --------
Total Paid (9,434) (6,924) (5,712)
-------- -------- --------
Net balance at December 31, 68,706 65,601 70,136
Plus reinsurance recoverable 8,220 7,015 7,672
-------- -------- --------
Balance at December 31, $ 76,926 $ 72,616 $ 77,808
======== ======== ========
The changes in incurred portfolio and case reserves principally relates
to business written in prior years. The changes are based upon an
evaluation of the insured portfolio in light of current economic
conditions and other relevant factors.
-15-
<PAGE>
FINANCIAL GUARANTY INSURANCE
COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
(8) RELATED PARTY TRANSACTIONS
The Company has various agreements with subsidiaries of General
Electric Company ("GE") and GE Capital. These business transactions
include appraisal fees and due diligence costs associated with
underwriting structured finance mortgage-backed security business;
payroll and office expenses incurred by the Company's international
branch offices but processed by a GE subsidiary; investment fees
pertaining to the management of the Company's investment portfolio; and
telecommunication service charges. Approximately $4.9 million, $8.1
million and $3.2 million in expenses were incurred in 1997, 1996 and
1995, respectively, related to such transactions.
The Company also insured certain non-municipal issues with GE Capital
involvement as sponsor of the insured securitization and/or servicer of
the underlying assets. For some of these issues, GE Capital also
provides first loss protection in the event of default. Gross premiums
written on these issues amounted to $0.5 million in 1997, $0.6 million
in 1996, and $1.3 million in 1995. As of December 31, 1997, par
outstanding on these deals before reinsurance was $112.9 million.
The Company insures bond issues and securities in trusts that were
sponsored by affiliates of GE (approximately 1 percent of gross
premiums written) in 1997, 1996 and 1995.
(9) COMPENSATION PLANS
Officers and other key employees of the Company participate in the
Parent's incentive compensation, deferred compensation and profit
sharing plans. Expenses incurred by the Company under compensation
plans and bonuses amounted to $5.0 million, $4.5 million and $7.5
million in 1997, 1996 and 1995, respectively, before deduction for
related tax benefits.
(10) DIVIDENDS
Under New York insurance law, the Company may pay a dividend only from
earned surplus subject to the following limitations: (a) statutory
surplus after such dividend may not be less than the minimum required
paid-in capital, which was $66.4 million in 1997 and 1996, and (b)
dividends may not exceed the lesser of 10 percent of its surplus or 100
percent of adjusted net investment income, as defined by New York
insurance law, for the 12 month period ending on the preceding December
31, without the prior approval of the Superintendent of the New York
State Insurance Department. At December 31, 1997 and 1996, the amount
of the Company's surplus available for dividends was approximately
$124.6 million and $91.8 million, respectively.
During 1997, 1996 and 1995, the Company paid dividends of $0.0, $17.5
million and $25.0 million, respectively.
(11) CAPITAL CONTRIBUTION
During 1997, the Parent made a capital contribution of $49.5 million to
the Company.
-16-
<PAGE>
FINANCIAL GUARANTY INSURANCE
COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
(12) FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by the Company in
estimating fair values of financial instruments:
Fixed Maturity Securities: Fair values for fixed maturity securities
are based on quoted market prices, if available. If a quoted market
price is not available, fair values is estimated using quoted market
prices for similar securities. Fair value disclosure for fixed
maturity securities is included in the balance sheets and in Note 4.
Short-Term Investments: Short-term investments are carried at cost,
which approximates fair value.
Cash, Receivable for Securities Sold, and Payable for Securities
Purchased: The carrying amounts of these items approximate their fair
values.
The estimated fair values of the Company's financial instruments at
December 31, 1997 and 1996 are as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996
---------------------- -----------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Financial Assets
Cash
On hand and in demand accounts $ 802 $ 802 $ 860 $ 860
Short-term investments $ 76,039 $ 76,039 $ 73,839 $ 73,839
Fixed maturity securities $2,443,746 $2,443,746 $2,250,549 $2,250,549
</TABLE>
Financial Guaranties: The carrying value of the Company's financial
guaranties is represented by the unearned premium reserve, net of
deferred acquisition costs, and loss and loss adjustment expense
reserves. Estimated fair values of these guaranties are based on
amounts currently charged to enter into similar agreements (net of
applicable ceding commissions), discounted cash flows considering
contractual revenues to be received adjusted for expected prepayments,
the present value of future obligations and estimated losses, and
current interest rates. The estimated fair values of such financial
guaranties range between $355.7 million and $382.6 million compared to
a carrying value of $456.8 million as of December 31, 1997 and between
$358.7 million and $387.4 million compared to a carrying value of
$487.8 million as of December 31, 1996.
-17-
<PAGE>
FINANCIAL GUARANTY INSURANCE
COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
CONCENTRATIONS OF CREDIT RISK
The Company considers its role in providing insurance to be credit
enhancement rather than credit substitution. The Company insures only
those securities that, in its judgment, are of investment grade
quality. The Company has established and maintains its own underwriting
standards that are based on those aspects of credit that the Company
deems important for the particular category of obligations considered
for insurance. Credit criteria include economic and social trends, debt
management, financial management and legal and administrative factors,
the adequacy of anticipated cash flows, including the historical and
expected performance of assets pledged for payment of securities under
varying economic scenarios and underlying levels of protection such as
insurance or overcollateralization.
In connection with underwriting new issues, the Company sometimes
requires, as a condition to insuring an issue, that collateral be
pledged or, in some instances, that a third-party guarantee be provided
for a term of the obligation insured by a party of acceptable credit
quality obligated to make payment prior to any payment by the Company.
The types and extent of collateral pledged varies, but may include
residential and commercial mortgages, corporate debt, government debt
and consumer receivables.
As of December 31, 1997, the Company's total insured principal exposure
to credit loss in the event of default by bond issuers was $108.4
billion, net of reinsurance of $31.6 billion. The Company's insured
portfolio as of December 31, 1997 was broadly diversified by geography
and bond market sector with no single debt issuer representing more
than 1% of the Company's principal exposure outstanding, net of
reinsurance.
As of December 31, 1997, the composition of principal exposure by type
of issue, net of reinsurance, was as follows (in millions):
NET
PRINCIPAL
OUTSTANDING
-----------
Municipal:
General obligation $ 57,244.4
Special revenue 35,526.8
Industrial revenue 405.7
Non-municipal 15,268.7
----------
Total $108,445.6
==========
The Company's gross and net exposure outstanding was $254,441.1 million
and $193,612.9 million, respectively, as of December 31, 1997.
As of December 31, 1997, the composition of principal exposure ceded to
reinsurers was as follows (in millions):
CEDED
PRINCIPAL
OUTSTANDING
-----------
Reinsurer:
Capital Re $14,909.1
Enhance Re 8,431.7
Other 8,290.7
---------
Total $31,631.5
=========
-18-
<PAGE>
FINANCIAL GUARANTY INSURANCE
COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
The Company is authorized to do business in 50 states, the District of
Columbia, and in the United Kingdom and France. Principal exposure
outstanding at December 31, 1997 by state, net of reinsurance, was as
follows (in millions):
NET
PRINCIPAL
OUTSTANDING
------------
California $12,308.1
Pennsylvania 10,277.8
Florida 10,181.7
New York 8,945.5
Illinois 7,203.8
Texas 6,072.4
Michigan 4,526.3
New Jersey 4,476.2
Arizona 3,109.2
Ohio 2,616.1
----------
Sub-total 69,717.1
Other states 38,421.7
International 306.8
----------
Total $108,445.6
==========
(13) COMMITMENTS
Total rent expense was $2.4 million, $2.8 million and $2.2 million in
1997, 1996 and 1995, respectively. For each of the next five years and
in the aggregate as of December 31, 1997, the minimum future rental
payments under noncancellable operating leases having remaining terms
in excess of one year approximate (in thousands):
YEAR AMOUNT
---- --------
1998 $ 2,909
1999 2,909
2000 2,909
2001 2,911
2002 --
-------
Total minimum future rental payments $11,638
=======
-19-
