================================================================================
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) March 24, 2000
SUPERIOR BANK FSB (as seller and servicer under the Sale and Servicing
Agreement, dated as of March 1, 2000, providing for the issuance of AFC Mortgage
Loan Asset Backed Notes, Series 2000-1)
SUPERIOR BANK FSB
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
UNITED STATES 333-83597 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, 1999 and 1998, and for each of the years in the three-year
period ended December 31, 1999 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 Notes, Series 2000-1, is attached hereto as Exhibit 23.1.
The audited financial statements of FGIC as of December 31, 1999 and
December 31, 1998, and for each of the years in the three-year period ended
December 31, 1999 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, 1999 and 1998, and for each of the
years in the three-year period ended December 31,
1999
<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: March 24, 2000
<PAGE>
-4-
EXHIBIT INDEX
Exhibit No. Exhibit No. Description
- ----------- ----------- -----------
23.1 23 Consent of KPMG LLP
99.1 99 Audited Financial Statements of FGIC as of
December 31, 1999 and 1998, and for each of the
years in the three-year period ended December 31,
1999
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Financial Guaranty Insurance Company:
We consent to the use of our report dated January 21, 2000 on the financial
statements of Financial Guaranty Insurance Company as of December 31, 1999 and
1998, and for each of the years in the three-year period ended December 31, 1999
included in the Form 8-K of Superior Bank FSB (the "Registrant") which is
incorporated herein by reference in the registration statement (No. 333-83597)
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
March 23, 2000
[LETTERHEAD OF KPMG LLP]
345 Park Avenue
New York, New York 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, 1999 and 1998, 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, 1999. 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, 1999 and 1998 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 LLP
January 21, 2000
<PAGE>
FINANCIAL GUARANTY INSURANCE COMPANY
================================================================================
AUDITED FINANCIAL STATEMENTS
DECEMBER 31, 1999
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>
<TABLE>
FINANCIAL GUARANTY INSURANCE COMPANY BALANCE SHEETS
===================================================================================================
($ in Thousands, except per share amounts)
<CAPTION>
December 31, December 31,
1999 1998
---------- ----------
<S> <C> <C>
ASSETS
Fixed maturity securities, at fair value
(amortized cost of $2,484,753 in 1999 and $2,519,490 in 1998) ..... $2,412,504 $2,663,024
Short-term investments, at cost, which approximates fair value ...... 114,776 30,395
Cash ................................................................ 924 318
Accrued investment income ........................................... 38,677 40,038
Reinsurance recoverable ............................................. 8,118 8,115
Prepaid reinsurance premiums ........................................ 133,874 148,366
Deferred policy acquisition costs ................................... 71,730 80,924
Property and equipment, net of accumulated depreciation
($7,803 in 1999 and $6,981 in 1998) ................................. 967 1,802
Prepaid expenses and other assets ................................... 16,672 11,047
---------- ----------
Total assets ................................................ $2,798,242 $2,984,029
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Unearned premiums ................................................... $ 578,930 $ 610,182
Loss and loss adjustment expenses ................................... 45,201 59,849
Ceded reinsurance balances payable .................................. 2,310 3,129
Accounts payable and accrued expenses ............................... 16,265 46,764
Current federal income taxes payable ................................ 62,181 69,542
Deferred federal income taxes ....................................... 46,346 122,839
Payable for securities purchased .................................... 7,894 6
---------- ----------
Total liabilities ........................................... 759,127 912,311
---------- ----------
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 .......................................... 383,511 383,511
Accumulated other comprehensive income .............................. (46,687) 91,922
Retained earnings ................................................... 1,687,291 1,581,285
---------- ----------
Total stockholder's equity .................................. $2,039,115 $2,071,718
---------- ----------
Total liabilities and stockholder's equity .................. $2,798,242 $2,984,029
========== ==========
</TABLE>
See accompanying notes to financial statements.
-2-
<PAGE>
<TABLE>
FINANCIAL GUARANTY INSURANCE COMPANY STATEMENTS OF INCOME
===================================================================================================
<CAPTION>
($ in Thousands)
For the Year Ended December 31,
-------------------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
REVENUES:
Gross premiums written ................................ $112,029 $112,425 $ 95,995
Ceded premiums ........................................ (14,988) (19,444) (19,780)
-------- -------- --------
Net premiums written .................................. 97,041 92,981 76,215
Decrease in net unearned premiums ..................... 16,759 12,529 39,788
-------- -------- --------
Net premiums earned ................................... 113,800 105,510 116,003
Net investment income ................................. 134,994 133,353 127,773
Net realized gains .................................... 32,878 29,360 16,700
-------- -------- --------
Total revenues ...................................... 281,672 268,223 260,476
-------- -------- --------
EXPENSES:
Loss and loss adjustment expenses ..................... (11,185) 3,178 12,539
Policy acquisition costs .............................. 7,198 13,870 12,936
Decrease in deferred policy acquisition costs ......... 9,194 5,362 5,659
Other underwriting expenses ........................... 18,467 18,539 14,691
-------- -------- --------
Total expenses ...................................... 23,674 40,949 45,825
-------- -------- --------
Income before provision for Federal income taxes ...... 257,998 227,274 214,651
-------- -------- --------
Federal income tax expense:
Current ............................................. 53,849 41,467 39,133
Deferred ............................................ (1,857) 17 1,715
-------- -------- --------
Total Federal income tax expense .................... 51,992 41,484 40,848
-------- -------- --------
Net income .......................................... $206,006 $185,790 $173,803
======== ======== ========
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE>
<TABLE>
FINANCIAL GUARANTY INSURANCE COMPANY STATEMENTS OF STOCKHOLDER'S EQUITY
====================================================================================================================================
<CAPTION>
($ in Thousands)
Accumulated
Additional Other
Common Paid-in Comprehensive Retained
Stock Capital Income Earnings Total
------- --------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1997 ........................................ $15,000 $334,011 $ 38,731 $1,296,692 $1,684,434
Net income ...................................................... - - - 173,803 173,803
Other comprehensive income:
Change in fixed maturity securities
available for sale, net of tax of ($13,260) ................ - - 45,527 - 45,527
Change in foreign currency translation adjustment ........... - - (323) - (323)
-----------
Total comprehensive income ...................................... - - - - 219,007
----------
Capital contribution ............................................ - 49,500 - - 49,500
------- -------- -------- ---------- ----------
Balance, December 31, 1997 ...................................... 15,000 383,511 83,935 1,470,495 1,952,941
------- ------- ------- --------- ----------
Net Income ...................................................... - - - 185,790 185,790
Other comprehensive income:
Change in fixed maturity securities
available for sale, net of tax of ($24,516) ................. - - 8,610 - 8,610
Change in foreign currency translation adjustment ........... - - (623) - (623)
-----------
Total comprehensive income ...................................... - - - - 193,777
----------
Dividend declared ............................................... - - - (75,000) (75,000)
------- -------- -------- ----------- -----------
Balance at December 31, 1998 .................................... 15,000 383,511 91,922 1,581,285 2,071,718
------- ------- ------ --------- ----------
Net Income ...................................................... - - - 206,006 206,006
Other comprehensive income:
Change in fixed maturity securities
available for sale, net of tax benefit of $75,524 ........... - - (140,259) - (140,259)
Change in foreign currency translation adjustment ........... - - 1,650 - 1,650
----------
Total comprehensive income ...................................... - - - - 67,397
----------
Dividend declared ............................................... - - - (100,000) (100,000)
------- -------- -------- ----------- -----------
Balance at December 31, 1999 .................................... $15,000 $383,511 $(46,687) $1,687,291 $2,039,115
======= ======== ========= ========== ==========
</TABLE>
See accompanying notes to financial statements.
-4-
<PAGE>
<TABLE>
FINANCIAL GUARANTY INSURANCE COMPANY STATEMENTS OF CASH FLOWS
==============================================================================================================
<CAPTION>
($ in Thousands)
For the Year Ended December 31,
-------------------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income ......................................................... $ 206,006 $ 185,790 $ 173,803
Adjustments to reconcile net income
to net cash provided by operating activities:
Change in unearned premiums ...................................... (31,252) (18,371) (53,263)
Change in loss and loss adjustment expense reserves .............. (14,648) (17,077) 4,310
Depreciation of property and equipment ........................... 835 1,399 2,013
Change in reinsurance recoverable ................................ (3) 105 (1,205)
Change in prepaid reinsurance premiums ........................... 14,492 5,842 13,475
Change in foreign currency translation adjustment ................ 2,538 (958) (497)
Policy acquisition costs deferred ................................ (7,198) (13,870) (12,936)
Amortization of deferred policy acquisition costs ................ 16,392 19,232 18,595
Change in accrued investment income, and prepaid
expenses and other assets .................................... (4,264) 12,847 (2,754)
Change in other liabilities ...................................... (6,318) 15,606 (36,233)
Deferred income taxes ............................................ 1,857 17 1,715
Amortization of fixed maturity securities ........................ 4,674 4,149 2,698
Change in current income taxes payable ........................... (7,361) 50,207 (32,681)
Net realized gains on investments ................................ (32,878) (29,360) (16,700)
--------- --------- ---------
Net cash provided by operating activities .......................... 142,872 215,558 60,340
--------- --------- ---------
Investing Activities:
Sales and maturities of fixed maturity securities .................. 881,268 607,372 741,604
Purchases of fixed maturity securities ............................. (814,153) (818,999) (848,843)
Purchases, sales and maturities of short-term investments, net ..... (84,381) 45,644 (2,200)
Purchases of property and equipment, net ........................... -- (59) (459)
--------- --------- ---------
Net cash used in investing activities .............................. (17,266) (166,042) (109,898)
--------- --------- ---------
Financing Activities:
Capital Contributions .............................................. -- -- 49,500
Dividends paid ..................................................... (125,000) (50,000) --
--------- --------- ---------
Net cash used in financing activities .............................. (125,000) (50,000) 49,500
--------- --------- ---------
(Decrease) Increase in cash ........................................ 606 (484) (58)
Cash at beginning of year .......................................... 318 802 860
--------- --------- ---------
Cash at end of year ................................................ $ 924 $ 318 $ 802
========= ========= =========
</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). Significant accounting policies are as
follows:
INVESTMENTS
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 and maintenance costs are
considered in determining the recoverability of acquisition costs.
LOSS AND LOSS ADJUSTMENT EXPENSES
Provision for loss and loss adjustment expenses includes 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 $45.2 million and $59.8
million at December 31, 1999 and 1998, respectively. As of December 31,
1999 and 1998, such reserves included $32.7 million and $39.6 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, 1999 and 1998, discounted case-basis loss
and loss adjustment expense reserves were $12.5 million and $20.2
million, respectively. Loss and loss adjustment expenses include
amounts discounted at an approximate interest rate of 6.6% in 1999 and
5.0% in 1998. The amount of the discount as of December 31, 1999 and
1998 was $8.7 million and $8.9 million, respectively. 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.
-7-
<PAGE>
FINANCIAL GUARANTY INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
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.
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, 1999 and 1998 and revenues and expenses are translated at
average monthly exchange rates. The cumulative translation gain/(loss) at
December 31, 1999 and 1998 was $0.3 million and $(1.4) million,
respectively, net of tax, and is reported in the statement of stockholder's
equity.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." The
requirements for SFAS No. 133 were delayed by SFAS No. 137, "Deferral of
the Effective Date of FASB Statement No. 133," and are now effective for
financial statements for periods beginning after June 15, 2000. SFAS No.
133 establishes standards for accounting and reporting for derivative
instruments and for hedging activities. It requires that an entity
recognizes all derivatives as either assets or liabilities in the balance
sheet and measure those instruments at fair value. The Company is currently
evaluating the impact of SFAS No. 133 but does not expect it to have a
material impact on the Company.
(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 NAIC has approved the
codification project effective January 1, 2001. The Company is currently
assessing the impact of the NAIC codification on its statutory financial
statements. 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;
-8-
<PAGE>
FINANCIAL GUARANTY INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
(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.
-9-
<PAGE>
<TABLE>
<CAPTION>
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):
Years Ended December 31,
------------------------------------------------------------------------------
1999 1998 1997
------------------------ ------------------------ ------------------------
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 ............................... $206,006 $2,039,115 $185,790 $2,071,718 $173,803 $1,952,941
Premium revenue recognition ..................... 596 (194,559) (13,946) (195,155) (4,924) (181,209)
Deferral of acquisition costs ................... 9,194 (71,730) 5,362 (80,924) 5,659 (86,286)
Contingency reserve ............................. - (721,427) - (627,257) - (540,677)
Contingency reserve tax deduction (see Note 2) .. - 74,059 - 74,059 - 95,185
Non-admitted assets ............................. - (806) - (1,502) - (2,593)
Case basis loss reserves ........................ (1,294) (1,221) 1,945 73 1,377 (1,872)
Portfolio loss reserves ......................... (7,000) 25,900 3,900 32,900 5,000 29,000
Deferral of income taxes ........................ (1,857) 71,551 17 72,521 1,715 72,260
Unrealized (gains) on fixed maturity
securities held at fair value, net of tax ....... - 46,962 - (93,297) - (84,687)
Recognition of profit commission ................ (1,092) (7,143) 1,338 (6,050) (1,203) (7,388)
Unauthorized reinsurance ........................ - (87) - (39) - -
Allocation of tax benefits due to
Parent's net operating loss to the
Company (see Note 5) ............................ (76) 11,093 253 11,169 313 10,916
-------- ------------ -------- ------------- -------- ------------
Statutory-basis amount .......................... $204,477 $1,271,707 $184,659 $1,258,216 $181,740 $1,255,590
======== ============ ======== ============= ======== ============
</TABLE>
-10-
<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 $3.2 million as of December 31, 1999 and 1998, 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
1999 Cost Gains Losses Value
------ ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies ........................... $ 44,592 $ 2 $ 2,163 $ 42,431
Obligations of states and political
subdivisions ........................................ 2,336,563 12,916 81,062 2,268,417
Debt securities issued by foreign
governments ......................................... 41,043 604 373 41,274
Other .................................................. 62,555 112 2,285 60,382
---------- ------- ------- ----------
Investments available-for-sale ........................ 2,484,753 13,634 85,883 2,412,504
Short-term investments ................................ 114,776 -- -- 114,776
---------- ------- ------- ----------
Total ................................................. $2,599,529 $13,634 $85,883 $2,527,280
========== ======= ======= ==========
</TABLE>
-11-
<PAGE>
FINANCIAL GUARANTY INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
The amortized cost and fair values of short-term investments and of
investments in fixed maturity securities available-for-sale at December 31,
1999, 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
1999 Cost Value
---- ---------- ----------
Due in one year or less ....................... $ 138,289 $ 138,268
Due after one year through five years ......... 122,715 123,151
Due after five years through ten years ........ 652,777 646,212
Due after ten years through twenty years ...... 1,459,655 1,411,749
Due after twenty years ........................ 226,093 207,900
---------- ----------
Total ......................................... $2,599,529 $2,527,280
========== ==========
<TABLE>
<CAPTION>
Gross Gross
Unrealized Unrealized
Amortized Holding Holding Fair
1998 Cost Gains Losses Value
---- ---------- -------- ------ ----------
<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies .............. $ 75,595 $ 1,294 $ 2 $ 76,887
Obligations of states and political
subdivisions ........................... 2,367,682 142,777 4,112 2,506,347
Debt securities issued by foreign
governments ............................ 38,520 3,182 - 41,702
Other .................................... 37,693 416 21 38,088
---------- -------- ------ ----------
Investments available-for-sale ........... 2,519,490 147,669 4,135 2,663,024
Short-term investments ................... 30,395 - - 30,395
---------- -------- ------ ----------
Total .................................... $2,549,885 $147,669 $4,135 $2,693,419
========== ======== ====== ==========
</TABLE>
In 1999, 1998 and 1997, proceeds from sales and maturities of investments
in fixed maturity securities available-for-sale carried at fair value were
$881.3 million, $607.3 million, and $741.6 million, respectively. For 1999,
1998 and 1997 gross gains of $35.1 million, $29.6 million, and $19.1
million respectively, and gross losses of $2.2 million, $0.2 million, and
$2.4 million respectively, were realized on such sales.
-12-
<PAGE>
FINANCIAL GUARANTY INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
Net investment income of the Company is derived from the following sources
(in thousands):
Year Ended December 31,
--------------------------------
1999 1998 1997
-------- -------- --------
Income from fixed maturity securities ...... $130,402 $129,942 $122,372
Income from short-term investments ......... 5,564 4,421 6,366
-------- -------- --------
Total investment income .................... 135,966 134,363 128,738
Investment expenses ........................ 972 1,010 965
-------- -------- --------
Net investment income ...................... $134,994 $133,353 $127,773
======== ======== ========
As of December 31, 1999, the Company did not have more than 3% of its
investment portfolio concentrated in a single issuer or industry.
(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 (20.1 percent in 1999, 18.3
percent in 1998, and 19.0 percent in 1997) is less than the corporate tax
rate on ordinary income of 35 percent in 1998, 1997 and 1996, primarily due
to tax exempt interest on municipal investments.
-13-
<PAGE>
FINANCIAL GUARANTY INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
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,
---------------------------------
1999 1998 1997
-------- -------- ----------
Income taxes computed on income
before provision for federal
income taxes, at the statutory rate ...... $ 90,299 $ 79,546 $ 75,128
Tax effect of:
Tax-exempt interest ...................... (34,914) (35,660) (34,508)
Original issue discount .................. -- (2,511) --
Other, net ............................... (3,393) 109 228
-------- -------- --------
Provision for income taxes ................. $ 51,992 $ 41,484 $ 40,848
======== ======== ========
The tax effects of temporary differences that give rise to significant
portions of the net deferred tax liability or asset at December 31, 1999
and 1998 are presented below (in thousands):
1999 1998
-------- --------
Deferred tax assets:
Unrealized losses on fixed maturity
securities, available for sale ................. $ 25,287 --
Loss reserves .................................... 9,914 12,364
Deferred compensation ............................ 2,274 2,230
Tax over book capital gains ...................... 4,754 3,464
Other ............................................ 3,189 3,579
-------- --------
Total gross deferred tax assets .................... 45,418 21,637
-------- --------
Deferred tax liabilities:
Unrealized gains on fixed maturity
securities, available-for-sale ................. -- 50,237
Deferred acquisition costs ....................... 25,106 28,323
Premium revenue recognition ...................... 45,350 44,935
Rate differential on tax and loss bonds .......... 9,454 9,454
Tax exempt bond discount ......................... 6,593 5,746
Other ............................................ 5,261 5,781
-------- --------
Total gross deferred tax liabilities ............... 91,764 144,476
-------- --------
Net deferred tax liability ......................... $ 46,346 $122,839
======== ========
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, 1999 and 1998. The
Company anticipates that the related deferred tax asset will be realized
based on future profitable business.
Total federal income tax payments during 1999, 1998 and 1997 were $60.4
million, $(8.7) million, and $71.8 million, respectively.
-14-
<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 $59.8 million that can be drawn on in the event of
default.
Net premiums earned are presented net of ceded earned premiums of $29.5
million, $25.3 million and $33.3 million for the years ended December 31,
1999, 1998 and 1997, respectively. Loss and loss adjustment expenses
incurred are presented net of ceded losses of $0.2 million, $0.9 million
and $0.2 million for the years ended December 31, 1999, 1998 and 1997,
respectively.
In accordance with an amendment to an existing reinsurance agreement, the
Company received additional ceding commission income of $6.2 million from
the reinsurer. In addition, the Company bought back $14.4 million of ceded
premium from the reinsurer and subsequently ceded the risk to a different
reinsurer.
(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,
-------------------------------------
1999 1998 1997
-------- -------- --------
Balance at January 1, ................ $ 59,849 $ 76,926 $ 72,616
Less reinsurance recoverable ...... (8,115) (8,220) (7,015)
-------- -------- --------
Net balance at January 1, ............ 51,734 68,706 65,601
Incurred related to:
Current year ....................... 2,407 568 1,047
Prior years ........................ (6,592) (1,290) 6,492
Portfolio reserves ................. (7,000) 3,900 5,000
-------- -------- --------
Total Incurred ....................... (11,185) 3,178 12,539
-------- -------- --------
Paid related to:
Current year ....................... -- -- (1,047)
Prior years ........................ (3,466) (20,150) (8,387)
-------- -------- --------
Total Paid ........................... (3,466) (20,150) (9,434)
-------- -------- --------
Net balance at December 31, .......... 37,083 51,734 68,706
Plus reinsurance recoverable ....... 8,118 8,115 8,220
-------- -------- --------
Balance at December 31, .............. $ 45,201 $ 59,849 $ 76,926
======== ======== ========
-15-
<PAGE>
FINANCIAL GUARANTY INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
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. Due to improvements on specific credits, items were
removed from the credit watchlist causing a reduction in the portfolio loss
reserves.
(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 $2.6 million, $3.2 million and $4.9 million in
expenses were incurred in 1999, 1998 and 1997, 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 $0.4 million in 1999, $0.5 million in 1998, and $0.5
million in 1997. As of December 31, 1999, par outstanding on these deals
before reinsurance was $83.7 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 1999, 1998 and 1997.
(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 $2.6 million, $2.2 million and $5.0 million in 1999, 1998 and
1997, 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 1999 and 1998, 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, 1999 and 1998, the amount of the Company's surplus
available for dividends was approximately $127.2 million and $124.6
million, respectively, without prior approval.
During 1999, and 1998, the Company declared dividends of $100.0 million,
and $75.0 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, 1999 and 1998 are as follows (in thousands):
<TABLE>
<CAPTION>
1999 1998
------------------------ ------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Financial Assets
Cash
On hand and in demand accounts ............ $ 924 $ 924 $ 318 $ 318
Short-term investments ....................... 114,776 114,776 $ 30,395 $ 30,395
Fixed maturity securities .................... $2,412,504 $2,412,504 $2,663,024 $2,663,024
</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 $335.3 million and $364.1 million compared to
a carrying value of $410.4 million as of December 31, 1999 and between
$379.1 million and $419.0 million compared to a carrying value of
$432.6 million as of December 31, 1998.
As of December 31, 1999 and 1998, the net present value of future
premiums was $55.7 million and $49.5 million, respectively.
-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, 1999, the Company's total insured principal exposure to
credit loss in the event of default by bond issuers was $137.4 billion, net
of reinsurance of $36.3 billion. The Company's insured portfolio as of
December 31, 1999 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, 1999, the composition of principal exposure by type of
issue, net of reinsurance, was as follows (in millions):
Net
Principal
Outstanding
-----------
Municipal:
General obligation ................................. $77,780.2
Special revenue .................................... 45,531.2
Industrial revenue ................................. 471.5
Non-municipal ...................................... 13,575.3
----------
Total ................................................ $137,358.2
==========
As of December 31, 1999, the composition of principal exposure ceded to
reinsurers was as follows (in millions):
Ceded
Principal
Outstanding
-----------
Reinsurer:
Capital Re ......................................... $12,267.6
Enhance Re ......................................... 8,921.9
Other .............................................. 15,148.5
---------
Total ............................................ $36,338.0
=========
The Company's gross and net exposure outstanding, which includes
principal and interest, was $305,682.7 million and $237,682.2 million,
respectively, as of December 31, 1999.
-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, 1999 by state, net of reinsurance, was as
follows (in millions):
Net
Principal
Outstanding
------------
California ........................................... $ 15,453.9
New York ............................................. 13,081.7
Pennsylvania ......................................... 12,829.8
Florida .............................................. 12,548.5
Illinois ............................................. 10,142.0
Texas ................................................ 6,331.0
Michigan ............................................. 5,912.3
New Jersey ........................................... 5,120.4
Ohio ................................................. 3,838.8
Arizona .............................................. 3,665.6
------------
Sub-total ............................................ 88,924.0
Other states ......................................... 48,015.1
International ........................................ 419.1
------------
Total ................................................ $ 137,358.2
============
(13) COMMITMENTS
Total rent expense was $2.6 million, $2.6 million and $2.4 million in 1999,
1998 and 1997, respectively. For each of the next two years and in the
aggregate as of December 31, 1999, the minimum future rental payments under
noncancellable operating leases having remaining terms in excess of one
year approximate (in thousands):
Year Amount
---- ------
2000 ................................................. $2,909
2001 ................................................. 2,911
------
Total minimum future rental payments ................. $5,820
======
-19-
<PAGE>
FINANCIAL GUARANTY INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
(14) COMPREHENSIVE INCOME
Comprehensive income requires that an enterprise (a) classify items of
other comprehensive income by their nature in a financial statement and (b)
display the accumulated balance of other comprehensive income separately
from retained earnings and additional paid-in capital in the equity section
of a statement of financial position. Accumulated other comprehensive
income of the Company consists of net unrealized gains on investment
securities and foreign currency translation adjustments.
The following are the reclassification adjustments (in thousands) for the
years ended December 31, 1999, 1998 and 1997:
1999
------------------------------------
Before Tax Tax Net of Tax
Amount Benefit Amount
--------- --------- ---------
Unrealized holding losses arising
during the period .................... $(182,905) $ 64,017 $(118,888)
Less: reclassification adjustment for
gains realized in net income ......... (32,878) 11,507 (21,371)
--------- --------- ---------
Unrealized losses on investments ........ $(215,783) $ 75,524 $(140,259)
========= ========= =========
1998
------------------------------------
Before Tax Tax Net of Tax
Amount Benefit Amount
--------- --------- ---------
Unrealized holding losses arising
during the period .................... $ 42,606 $ (14,912) $ 27,694
Less: reclassification adjustment for
gains realized in net income ......... (29,360) 10,276 (19,084)
--------- --------- ---------
Unrealized gains on investments ......... $ 13,246 $ (4,636) $ 8,610
========= ========= =========
1997
------------------------------------
Before Tax Tax Net of Tax
Amount Benefit Amount
--------- --------- ---------
Unrealized holding losses arising
during the period .................... $ 86,742 $ (30,360) $ 56,382
Less: reclassification adjustment for
gains realized in net income ......... (16,700) 5,845 (10,855)
--------- --------- ---------
Unrealized gains on investments ......... $ 70,042 $ (24,515) $ 45,527
========= ========= =========
-20-
