SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the fiscal year ended December 31, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from ___________ to ___________
Commission file number 0-22342
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TRIAD GUARANTY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 56-1838519
(State or other jurisdiction of (I.R.S.Employer Identification No.)
incorporation or organization)
101 South Stratford Road, Suite 500
Winston-Salem, North Carolina 27104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (910) 723-1282
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Securities registered pursuant to Section 12(b) of
the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock, par value $.01 per share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No/ /.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of February 21, 1997, computed by reference to the last reported
price at which the stock was sold on such date, was $110,089,742.
The number of shares of the registrant's common stock, par value $.01 per share,
outstanding as of February 21, 1997 was 6,645,361.
Portions of the following documents are Part of this Form 10-K into which
incorporated by reference into this the document is incorporated by
Form 10-K: reference:
TRIAD GUARANTY INC.
Proxy Statement for 1997 Annual Meeting Part III
of Stockholders
<PAGE>
PART I
ITEM 1. BUSINESS.
Triad Guaranty Inc. (the" Company") is a holding company which, through its
wholly-owned subsidiary, Triad Guaranty Insurance Corporation ("Triad"),
provides private mortgage insurance coverage in the United States to residential
mortgage lenders, including mortgage bankers, mortgage brokers, commercial banks
and savings institutions.
Private mortgage insurance, also known as mortgage guaranty insurance, is
issued in most home purchases and refinancings involving conventional
residential first mortgage loans to borrowers with equity of less than 20%. If
the homeowner defaults, private mortgage insurance reduces, and in some
instances eliminates, the loss to the insured lender. Private mortgage insurance
also facilitates the sale of low down payment mortgage loans in the secondary
mortgage market, principally to the Federal Home Loan Mortgage Corporation
("Freddie Mac") and the Federal National Mortgage Association ("Fannie Mae").
Under risk-based capital regulations applicable to savings institutions, private
mortgage insurance also reduces the capital requirement for such lenders on
residential mortgage loans with equity of less than 20%.
Triad was formed in 1987 as a wholly-owned subsidiary of Primerica
Corporation and began writing private mortgage insurance in 1988. In September
1989, Triad was acquired by Collateral Mortgage, Ltd. (" CML"), a mortgage
banking and real estate lending firm located in Birmingham, Alabama. In 1990,
CML contributed the outstanding stock of Triad to its affiliate, Collateral
Investment Corp. (" CIC"), an insurance holding company also located in
Birmingham, Alabama.
The Company was incorporated by CIC in Delaware in August 1993 for the
purpose of holding all the outstanding stock of Triad and to undertake the
initial public offering of the Company's Common Stock, which was completed in
November 1993. CIC currently owns 20.2% and CML owns 19.4% of the outstanding
Common Stock of the Company.
The principal executive offices of the Company are located at 101 South
Stratford Road, Suite 500, Winston-Salem, North Carolina 27104. Its telephone
number is (910) 723-1282.
TYPES OF MORTGAGE INSURANCE
There are two principal types of private mortgage insurance coverage:
"primary" and "pool". The Company offers only primary insurance.
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PRIMARY INSURANCE
Primary insurance provides mortgage default protection on individual loans
and covers unpaid loan principal, delinquent interest and certain expenses
associated with the default and subsequent foreclosure (collectively, the "claim
amount"). The claim amount, to which the appropriate coverage percentage
(typically 15% to 30% as of December 31, 1996) is applied, typically ranges from
110% to 115% of the unpaid principal balance of the loan. The Company's
obligation to an insured lender with respect to a claim is determined by
applying the appropriate coverage percentage to the claim amount. Under its
master policy, the Company has the option of paying the entire claim amount and
taking title to the mortgaged property, or paying the coverage percentage in
full satisfaction of its obligations under the insurance written. Primary
insurance can be placed on many types of loan instruments and generally applies
to loans secured by mortgages on owner occupied homes. The Company underwrites
primary insurance on a loan-by-loan basis and on a "delegated underwriting"
basis to a select group of lenders. Mortgage originators who participate in the
Company's delegated program are allowed to issue a certificate of insurance on
the loans it underwrites if certain strict qualifications are met.
The Company offers primary coverage generally ranging from 6% to 35% of the
claim amount with most coverage in the 15% to 30% range as of December 31, 1996.
The coverage percentage provided by the Company is selected by the insured
lender, subject to the Company's underwriting approval, usually in order to
comply with existing Freddie Mac and Fannie Mae requirements to reduce their
loss exposure on loans they purchase to 75% or less of the property's value at
the time the loan is originated.
The Company's premium rates vary depending upon the LTV ratio, loan type,
mortgage term, coverage amount and type, which all affect the perceived risk of
a claim on the insured mortgage loan. Generally, premium rates cannot be changed
after the issuance of coverage. The Company, consistent with industry practice,
generally utilizes a nationally based, rather than a regional or local, premium
rate structure.
Mortgage insurance premiums are usually paid by the mortgage borrower to
the mortgage lender or servicer, which in turn remits the premiums to the
mortgage insurer. The Company has three basic types of borrower paid premium
plans. The first is a monthly premium plan under which only one or two months'
premium is paid at the mortgage loan closing and in some cases no premiums are
paid at closing. Thereafter level monthly premiums are collected by the loan
servicer for monthly remittance to the Company. In February 1996, the Company
introduced a variation of the monthly premium plan under which the initial
mortgage insurance payment is deferred until the first loan payment is remitted
to the Company. This deferred monthly premium product decreases the amount of
cash required from the borrower at closing, therefore, making home ownership
more affordable. Monthly premium plans represented 93% of new insurance written
in 1996. The Company expects that the percentage of new business written on
monthly premium plans will remain at or slightly above the current level.
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The second type of premium payment plan is an annual premium plan in which
a first-year premium is paid at the mortgage loan closing and annual renewal
payments, which are generally less than the first year premium, are paid
thereafter. Renewal payments are collected monthly and held in escrow by the
mortgage lender or servicer for annual remittance in advance of each renewal
year.
The third type of premium payment plan requires a single payment paid at
the loan closing. The single premium payment can be financed by the borrower by
adding it to the principal amount of the mortgage or can be paid in cash at
closing by the borrower.
In addition to the borrower paid plans, the Company has a lender paid plan
whereby mortgage insurance premiums are charged to the mortgage lender or loan
servicer, which pays the premium to the Company. The lender builds the mortgage
insurance premium into the borrower's interest rate. The Company's lender paid
plan allows the lender to offer borrowers lower cost mortgages by reducing the
necessary closing costs compared to borrower paid plans. The Company's lender
pay plan has been approved for use by Fannie Mae and Freddie Mac.
As part of the Company's efforts to increase its focus on larger national
lenders, a mortgage insurance program is currently being developed that would
enable the Company to better meet the needs and requirements of the larger
national lenders. The program, which will be marketed beginning in the first
quarter of 1997, increases the lender's share of the risk of loss on an insured
book of business and provides for a fee to the lender for this increased risk.
POOL INSURANCE
Pool insurance has generally been offered by private mortgage insurers to
lenders as an additional "credit enhancement" for certain mortgage-backed
securities and provides coverage for the full amount of the net loss on each
individual loan included in the pool, subject to a provision limiting aggregate
losses to a specified percentage of the total original balances of all loans in
the pool. Modified pool insurance provides coverage for a specified percentage
of the claim amount for each loan insured, subject to an overall stop-loss
provision applicable to the entire pool of loans insured. The Company does not
offer pool insurance.
CANCELLATION OF INSURANCE
Mortgage insurance coverage cannot be canceled by the Company except for
nonpayment of premium or certain material violations of the master policy, and
remains renewable at the option of the insured lender. Generally, mortgage
insurance is renewable at a rate fixed when the insurance on the loan was
initially issued.
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Insured lenders may cancel insurance at any time at their option. A
borrower may request that an insured servicer cancel insurance on a mortgage
loan when its loan balance is less than 80% of the property's current value, but
loan servicers are generally restricted in their ability to grant such requests
by secondary market requirements as well as by certain other regulatory
restrictions. Legislation currently is being discussed, however, which could
affect the cancellation of private mortgage insurance. See "Regulation Indirect
Regulation".
When a borrower refinances a Triad-insured mortgage loan by paying it off
in full with the proceeds of a new mortgage, the insurance on that existing
mortgage is canceled, and insurance on the new mortgage is considered to be new
insurance written. Therefore, continuation of Triad's coverage from a refinanced
loan to a new loan results in both a cancellation of insurance and new insurance
written. The percentage of new insurance written represented by refinanced loans
was 16.9%, 9.3%, and 4.6% in 1996, 1995, and 1994, respectively.
To the extent canceled insurance coverage in areas experiencing economic
growth is not replaced by new insurance in such areas, the percentage of the
Company's book of business in economically weaker areas may increase. This
development may occur during periods of heavy mortgage refinancing. Refinanced
loans in regions experiencing economic growth are less likely to require private
mortgage insurance, while borrowers in economically distressed areas are less
likely to qualify for refinancing because of depreciated real estate values.
Throughout the 1990's high refinancing activity occurred because of lower
mortgage interest rates. The percentage of the Company's policies in force at
the end of the year that were canceled during the following year was 14.7%,
13.6%, and 14.2% in 1996, 1995, and 1994, respectively. The cancellations which
have occurred since 1988 have not had a material impact on the geographic
dispersion of the Company's risk in force.
CUSTOMERS
Residential mortgage lenders such as mortgage bankers, mortgage brokers,
commercial banks and savings institutions are the principal customers of the
Company. At December 31, 1996, approximately 47% of the Company's risk in force
came from mortgage bankers, 24% from mortgage brokers, 17% from commercial banks
and 12% from savings institutions. At December 31, 1995, 43% of the Company's
risk in force came from mortgage bankers, 25% from mortgage brokers, 18% from
commercial banks and 14% from savings institutions. Although mortgage lenders
are the Company's principal customers, individual mortgage borrowers generally
bear the cost of primary insurance coverage.
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In addition to providing insurance coverage, the Company also provides
contract underwriting as a service to lenders and to provide a means of
generating new mortgage insurance business. In 1996, the Company began offering
Fannie Mae's Desktop Originator and Desktop Underwriter as a service to its
contract customers. The Company also offers its contract customers direct access
to Freddie Mac's Loan Prospector. These products, which are designed to
streamline and reduce costs in the mortgage origination process, supply the
Company's customers with fast and accurate service regarding loan compliance and
Fannie Mae's or Freddie Mac's decision for loan purchase or securitization.
To obtain primary insurance from the Company, a mortgage lender must first
apply for and receive a master policy from the Company. The Company's approval
of a lender as a master policyholder is based, among other factors, upon an
evaluation of the lender's financial position and its management's demonstrated
adherence to sound loan origination practices.
The master policy sets forth the terms and conditions of the Company's
mortgage insurance policy. The master policy does not obligate the lender to
obtain insurance from the Company, nor does it obligate the Company to issue
insurance on a particular loan. The master policy provides that the lender must
submit individual loans for insurance to the Company and the loan, subject to
certain stringent criteria, must be approved by the Company to effect coverage
(except in the case of delegated underwriting and when the originator has the
authority to approve coverage within certain guidelines). The Company had
approximately 5,750 master policy holders at December 31, 1996.
The Company's ten largest customers were responsible for 23.4% and 23.7% of
direct risk in force at December 31, 1996 and 1995, respectively. The largest
single customer of the Company (including branches and affiliates of that
customer), measured by risk in force, accounted for 3.3% and 3.4% at December
31, 1996 and 1995, respectively.
SALES AND MARKETING
The Company currently markets its insurance products through a field sales
force of twenty-four salaried account executives, three regional sales managers,
two national accounts representatives and two exclusive commissioned general
agencies each serving a specific geographic market. The Company is licensed to
do business in 41 states and the District of Columbia and has licenses pending
in five states. The Company is actively serving mortgage originators in 31
states and the District of Columbia.
In 1996, the Company added to its existing sales force with new
representation in New England and two new representatives to service the
national account market of larger mortgage lenders. Currently, the Company is
approved to do business with 20 of the top 30 lenders. For 1997, the Company has
already added sales representation in the Pacific Northwest, and will continue
to evaluate geographic expansion opportunities, as well as the need for
additional sales representation.
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The success of the Company is dependent upon the services of its account
executives and general agents. For 1996, the Company's two exclusive
commissioned general agencies produced approximately 25% of the Company's new
direct insurance written while the salaried account executives and the national
account representatives produced the remainder. The loss of the services of any
of its key account executives or general agencies could have a material adverse
effect on the Company's operations.
COMPETITION AND MARKET SHARE
Triad and other private mortgage insurers compete directly with federal and
state governmental and quasi-governmental agencies, principally the Federal
Housing Administration (" FHA"). These agencies sponsor government-backed
mortgage insurance programs which accounted for approximately 45% of high LTV
loans in 1996 and 39% in 1995. In addition to competition from federal agencies,
Triad and other private mortgage insurers face competition from state-supported
mortgage insurance funds. Several of these states (among them, California,
Connecticut, Massachusetts, New York and Vermont) have state housing insurance
funds which are either independent agencies or affiliated with state housing
agencies. Indirectly, the Company also competes with certain mortgage lenders
which forego private mortgage insurance and self-insure against the risk of loss
from defaults on all or a portion of their low down payment mortgage loans.
Various proposals are being discussed by Congress and certain federal
agencies to reform or modify the FHA. Management is unable to predict the scope
and content of such proposals, or whether any such proposals will be enacted
into law, and if enacted, the effect on the Company.
The private mortgage insurance industry consists of nine active mortgage
insurance companies including Triad, Mortgage Guaranty Insurance Corporation,
General Electric Mortgage Insurance Corporation, PMI Mortgage Insurance Co., CMG
Mortgage Insurance Co., United Guaranty Residential Insurance Company, Republic
Mortgage Insurance Company, Commonwealth Mortgage Assurance Company and Amerin
Guaranty Corporation. Triad is the eighth largest private mortgage insurer based
on 1996 market share and, according to industry data, had a 1.7% share of net
new mortgage insurance written during 1996, up from 1.5% in 1995.
Management believes the Company competes with other private mortgage
insurers principally on the basis of personalized and professional service, a
strong management and sales team, an experience-based pricing structure and
innovative products. Triad was the first in the industry to provide preferred
rates to approved lenders that maintain lower loss ratios on loans which they
insure with Triad.
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UNDERWRITING PRACTICES
The Company considers effective risk management to be critical to its
long-term financial stability. Market analysis, prudent underwriting, auditing
and customer service are all important elements of the Company's risk management
process.
UNDERWRITING PERSONNEL
The Company's Vice Presidents of Risk Management and Underwriting report
directly to the President of the Company and the Executive Vice President of
Sales and Marketing, respectively. In addition to a centralized underwriting
department in the home office, the Vice President of Underwriting is responsible
for the Company's regional offices in Georgia, Texas, Illinois, Arizona and
California. The Vice President of Risk Management is responsible for assessing
the risk factors for the Company and for the quality control function.
The Company employed an underwriting staff of twenty-three at December 31,
1996. The Company's field underwriters and underwriting managers are limited in
their authority to approve programs for certain mortgage loans. The authority
levels are tied to underwriting position, knowledge and experience and relate
primarily to loan amounts and property type. All loans insured by the Company
are subject to quality control reviews.
RISK MANAGEMENT APPROACH
From its inception in 1988, Triad has adhered to conservative risk
management strategies that were developed, in part, as a result of management's
assessment of the private mortgage insurance industry's loss experience in the
late 1980s. The Company's risk management objective is to build a portfolio of
insurance in force with a claims incidence less than the expected claims rates
on which its premium rates are based. In order to meet this objective the
Company focuses its risk management efforts on five key elements:
o MORTGAGE LENDER. The Company reviews each lender's financial statements
and management experience before issuing a master policy. This analysis
permits the Company to determine if that lender is predisposed to
maintaining a loss ratio on loans which it insures with the Company
that will allow the continued use of the Company's preferred premium
schedule after the three year grace period. The Company assigns
delegated underwriting authority only to lenders with substantial
financial resources and established records of originating good quality
loans.
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o PURPOSE AND TYPE OF LOAN. The Company analyzes four general
characteristics of a loan to evaluate its level of risk: (i) LTV
ratio; (ii) purpose of the loan; (iii) type of loan instrument and
(iv) type of property. The Company seeks only the most basic loan
types with proven track records for which an assessment of risk can be
readily made and the premium received sufficiently offsets that risk.
Loans having higher LTV ratios are charged a higher premium, as are
other loans which have been shown to carry higher risks, such as
adjustable rate mortgages ("ARMs"). Certain categories of loans are
generally not insured by the Company because such loans are deemed to
have an unacceptable level of risk, including negatively and potential
negatively amortizing ARMs, ARMs with maximum annual and lifetime caps
greater than two and six percentage points, respectively, and loans on
nonowner occupied properties.
o INDIVIDUAL LOAN AND BORROWER. Except to the extent its delegated
underwriting program is being utilized, the Company evaluates
insurance applications based on a set of guidelines designed to
evaluate the suitability of the borrower to the loan program. In the
case of delegated underwriting, compliance with program parameters is
monitored by periodic audits of delegated business.
o EXPERIENCE-BASED PREMIUM STRUCTURE. To increase profitability, the
Company targets lower risk business through the Company's
preferred premium rate schedules. The Company was the first in the
industry to provide preferred rates to lenders maintaining lower loss
ratios on loans which they insure with the Company. These rates, which
are lower than those generally available throughout the industry, are
offered to lenders for the first three years under a master policy so
that a loss ratio on loans which a lender insures with the Company can
be fairly determined. After that point, approved lenders maintaining a
loss ratio of 40% or less will continue to operate under the preferred
rate schedule. Those with loss ratios greater than 40% will be charged
higher premiums on new business (as well as higher premiums on renewal
business if a variable renewal program was chosen) until the loss
ratio is reduced. These higher premiums are comparable to those
premiums typically charged by the Company's competitors. This
experience-based structure encourages lenders to maintain low loss
ratios on loans which they insure with the Company.
o GEOGRAPHIC SELECTION OF RISK. The Company places significant emphasis
on the condition of the regional housing markets in determining its
underwriting policies. Using both internal and external data, the
Company's risk management department continually monitors the economic
conditions in the Company's active and potential markets.
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UNDERWRITING PROCESS
The Company accepts applications for insurance under three basic programs:
The traditional fully documented program, a reduced documentation program
utilizing credit scoring to determine level of documentation, and a delegated
underwriting program, which allows a lender's underwriters to commit an insurer
to a loan based on strict agreed upon underwriting guidelines.
The Company utilizes nationwide underwriting guidelines to evaluate the
potential risk of default on mortgage loans submitted for insurance coverage.
These guidelines have evolved over time and take into account the loss
experience of the entire private mortgage insurance industry. They are also
largely influenced by Freddie Mac and Fannie Mae underwriting guidelines. The
Company believes its guidelines are generally consistent with those used by
other private mortgage insurers with respect to the types of loans that the
Company will insure. As a result of the Company's review of regional economies
and housing patterns, specific underwriting guidelines applicable to a given
local, state or regional market will be modified to address concerns in that
market.
Subject to the Company's underwriting guidelines and exception approval
procedures, the Company allows its underwriters to utilize their experience and
business judgement in evaluating each loan on its own merits. Accordingly, the
Company underwriters have discretionary authority to insure loans which deviate
in certain minor respects from the Company's underwriting guidelines. More
significant exceptions are subject to management approval. In all such cases,
compensating factors must be identified. The predominant reason for such
deviations involves instances where the borrower's debt-to-income ratio exceeds
the Company's guidelines. To compensate for this type of deviation, the
Company's underwriters give favorable consideration to such factors as excellent
borrower credit history, the availability of satisfactory cash reserves after
closing and employment stability.
In addition to the borrower's ability to repay the loan as evaluated by
considering the borrower's debt-to-income ratio, the Company believes that
mortgage default risk is affected by a variety of other factors, including the
borrower's employment status. Insured mortgage loans made to self-employed
borrowers are perceived by the Company to have higher risk of claim, all other
factors being equal, than loans to borrowers employed by third parties. The
Company's percentage of risk in force involving self-employed borrowers was 3.8%
and 4.3% at December 31, 1996 and 1995, respectively.
In the fourth quarter of 1996, the Company introduced a new product in
which a certificate of insurance is issued based on a borrower's credit score.
Under this new program, the Company issues a certificate of insurance without
the standard underwriting process if certain program requirements are met and
the borrower has a predetermined minimum credit score. Documentation submission
requirements vary depending on the borrower's credit score.
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The Company's delegated underwriting program, in addition to the Company's
conservative risk management strategies, utilizes extensive "quality control"
practices including reunderwriting, reappraisal and similar procedures following
issuance of the policy. Standards for type of loan, property type and credit
history of the borrower are established consistent with the Company's preferred
risk strategy. The program has allowed the Company to serve a greater number of
the larger, well established mortgage originators. The Company's delegated
underwriting program accounted for 38% of commitments received in 1996 compared
to 25% in 1995 and 4% in 1994. The performance of loans insured under the
delegated underwriting program has been comparable to the Company's
non-delegated business. As a result of the Company's new credit scoring product,
management expects the percentage of commitments processed through the Company's
delegated underwriting program to decrease in 1997.
OTHER RISK MANAGEMENT
Another important aspect of the Company's risk management is the tracking
of risk exposure in condominium projects. The Company's risk management computer
system tracks the exposure in each project and alerts the underwriter once
predetermined limits are reached. The Company's computer system also identifies
certain exceptions in loan files that deserve special underwriter attention.
The Company uses a comprehensive audit plan designed to determine whether
the underwriting decisions being made are consistent with the policies,
procedures and expectations for quality as set forth by management. All areas of
business activity which involve an underwriting decision are included, with
emphasis on new products, procedures and new master policyholders. The process
used to identify categories of loans selected for an audit begins with the
identification and evaluation of certain defined and verifiable risk elements.
Each loan is then tested against these elements to identify loans which fail to
meet prescribed policies or an identified norm. The procedure allows the Company
management to identify concerns not only at the loan level but also portfolio
concerns which may exists within a given category of business.
CLAIMS-PAYING ABILITY RATINGS
Certain national mortgage lenders and a large segment of the mortgage
securitization market, including Fannie Mae and Freddie Mac, generally will not
purchase high LTV mortgages or mortgage-backed securities unless the private
mortgage insurance coverage on the mortgages has been issued by an insurer with
a claims-paying ability rating of at least "AA-" from Standard & Poor's
Corporation (S&P), Fitch Investors Service, Inc. ("Fitch") or Duff & Phelps
Credit Rating Co. ("Duff & Phelps") or a financial strength rating from Moody's
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Investor Service ("Moody's") of at least "Aa3". Fannie Mae and Freddie Mac
require mortgage guaranty insurers to maintain two ratings of "AA-" or better.
Private mortgage insurers are not rated by any other independent
nationally-recognized insurance industry rating organization or agency (such as
the A.M. Best Company).
Triad has its claims-paying ability rated by S&P, Fitch and Duff & Phelps.
These ratings are an indication to a mortgage insurer's customers of the
insurer's present financial strength and its capacity to pay future claims.
Ratings are generally considered an important element in a mortgage insurer's
ability to compete for new business. Triad's claims-paying ability rating by S&P
was upgraded to "AA" from "AA-" in January 1997. Triad is also rated "AA" by
Fitch and Duff & Phelps. Triad has not sought and does not presently intend to
seek a financial strength rating from Moody's.
S&P defines insurers rated "AA" as offering excellent financial security
and having the capacity to meet policy holder obligations that is strong under a
variety of economic and underwriting conditions. Fitch defines insurance
companies rated "AA" as having a very strong claims-paying ability and to be
only slightly more susceptible than companies rated "AAA" to exhibiting any
weakening of financial strength due to adverse business and economic
developments. Duff & Phelps defines insurers rated "AA" as having a very high
claims-paying ability with only modest risk which may vary slightly over time
due to economic and/or underwriting conditions. Ratings from S&P, Fitch and Duff
& Phelps are modified with a "+" or "-" sign to indicate the relative position
of a company within its category.
Triad's improved rating from S&P allows it to compete on similar
risk-to-capital guidelines as its competitors. Management expects that Triad's
risk-to-capital ratio can increase up to the industry's average without an
adverse effect on its claims-paying ability rating.
S&P, Fitch and Duff & Phelps review Triad's claims-paying ability, as they
do with all rated insurers. Ratings can be withdrawn or changed at any time by
the rating agency.
REINSURANCE
Effective January 1, 1996, the Company eliminated its quota share
reinsurance on new business, recaptured substantial portions of its coverage on
renewal business and obtained $25 million in excess of loss reinsurance designed
to protect the Company in the event of catastrophic levels of losses. The
restructured reinsurance program reduced the Company's quota share cede rate to
5.3% of direct premium written in 1996 compared to 20.8% in 1995. The recapture
of business previously ceded resulted in increased premium revenues for the
Company. The Company's geographic risk concentration was also affected as a
result of the recapture of the previously ceded business. See "Analysis of
Direct Risk in Force - Geographic Dispersion".
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Reinsurance does not legally discharge an insurer from its primary
liability for the full amount of the risk it insures, although it does make the
reinsurer liable to the primary insurer. There can be no assurance that the
Company's reinsurer will be able to meet their obligations under the reinsurance
agreement.
Pursuant to deeper coverage requirements imposed by Fannie Mae and Freddie
Mac in 1995, loans eligible for sale to such agencies with a loan to value of
over 90% require insurance with a coverage percentage of 30%, in contrast to the
25% coverage previously required. Certain states limit the amount of risk a
mortgage insurer may retain with respect to coverage of an insured loan to 25%
of the claim amount, and, as a result, the deeper coverage portion of such
insurance must be reinsured. To minimize reliance on third party reinsurers and
to permit the Company to retain the premiums and related risk on deeper coverage
business, the Company formed Triad Guaranty Assurance Corporation ("TGAC") in
1995 as a wholly-owned subsidiary to provide reinsurance of such deeper coverage
to Triad. As of December 31, 1996, TGAC had assumed approximately $72 million in
risk from Triad.
DEFAULTS AND CLAIMS
DEFAULTS
The claim process on private mortgage insurance begins with the insurer's
receipt of notification from the lender of a default on an insured's loan.
Default is defined in the primary master policy as the failure by the borrower
to pay, when due, an amount at least equal to the scheduled monthly mortgage
payment under the terms of the mortgage. The master policy requires lenders to
notify the Company of default on a mortgage payment within 10 days of either (i)
the date on which the borrower becomes four months in default or (ii) the date
on which any legal proceeding which affects the loan has been commenced,
whichever occurs first. Notification is required within 45 days of the default
if it occurs when the first payment is due. The incidence of default is affected
by a variety of factors, including change in borrower income, unemployment,
divorce, illness, the level of interest rates and general borrower
creditworthiness. Defaults that are not cured result in a claim to the Company.
Borrowers may cure defaults by making all delinquent loan payments or by selling
the property and satisfying all amounts due under the mortgage.
The following table shows the number of loans insured, related loans in
default, percentage of loans in default (default rate as of the dates
indicated), dollar amount of insured loans in default, dollar amount of direct
risk (gross of reinsurance) with respect to insured loans in default, and
reserves per delinquent loan: Default Statistics
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DEFAULT STATISTICS
<TABLE>
<CAPTION>
December 31,
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1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Number of insured loans in force .................. 62,334 49,791 41,358 30,497 20,604
Number of loans in default ........................ 273 206 156 102 65
Percentage of loans in default (default rate) ..... 0.44% 0.41% 0.38% 0.33% 0.32%
Dollar amount of insured loans in default (000's).. $25,253 $19,907 $14,356 $ 9,177 $ 5,762
Dollar amount of direct risk with respect to
insured loans in default (000's) .................. $ 5,770 $ 4,071 $ 2,827 $ 1,810 $ 1,147
Reserve per delinquent loan ....................... $23,097 $22,277 $20,281 $22,111 $19,061
</TABLE>
CLAIMS
Claims result from defaults that are not cured. The frequency of claims
does not directly correlate to the frequency of defaults due in part to the
Company's loss mitigation efforts and the borrower's ability to overcome
temporary financial setbacks. The likelihood that a claim will result from a
default, and the amount of such claim, principally depend on the borrower's
equity at the time of default and the borrower's (or the lender's) ability to
sell the home for an amount sufficient to satisfy all amounts due under the
mortgage, as well as the effectiveness of loss mitigation efforts. Claims are
also affected by local housing prices, interest rates, unemployment levels, the
housing supply and the borrower's desire to avoid foreclosure. During the
default period, the Company works with the insured for possible early disposal
of underlying properties when the chance of the loan reinstating is minimal.
Such dispositions typically result in a reduced claim amount to the Company.
Claim activity is not evenly spread through the coverage period. Relatively
few claims are received during the first two years following issuance of
insurance. A period of rising claims follows, which, based on industry
experience, has historically reached its highest level in the third through
sixth years after the loan origination. Thereafter, the number of claims
received has historically declined at a gradual rate, although the rate of
decline can be affected by economic and other conditions. There can be no
assurance that the historical pattern of claims will continue in the future.
Generally, the Company does not pay a claim for loss under the master
policy if the application for insurance for the loan in question contains
fraudulent information, material omissions or misrepresentations which increase
the risk characteristics of the loan. The Company's master policy also excludes
any cost or expense related to the repair or remedy of any physical damage
(other than "normal wear and tear") to the property collateralizing an insured
mortgage loan. Such physical damage may be caused by accident, natural
occurrence or otherwise.
14
<PAGE>
Under the terms of the master policy, the lender is required to file a
claim with the Company no later than 60 days after it has acquired good and
marketable title to the underlying property through foreclosure. A primary
insurance claim amount includes (i) the amount of unpaid principal due under the
loan; (ii) the amount of accumulated delinquent interest due on the loan
(excluding late charges) to the date of claim filing; (iii) expenses advanced by
the insured under the terms of the master policy, such as hazard insurance
premiums, property maintenance expenses and property taxes to the date of claim
filing and (iv) certain foreclosure and other expenses, including attorneys
fees. Such claim amount is subject to review and possible adjustment by the
Company. An average of about 12 months elapses from the date of default to a
payment of claim on an uncured default. The Company's experience indicates that
the claim amount on a policy generally ranges from 110% to 115% of the unpaid
principal amount of a foreclosed loan.
Within 60 days after the claim has been filed, the Company has the option
of either (i) paying the coverage percentage specified on the certificate of
insurance (usually 15% to 30% of the claim), with the insured retaining title to
the underlying property and receiving all proceeds from the eventual sale of the
property or (ii) paying 100% of the claim amount in exchange for the lender's
conveyance of good and marketable title to the property to the Company, with the
Company selling the property for its own account. The Company attempts to choose
the claim settlement option which costs the least. In general, the Company
settles claims by paying the coverage percentage of the claim amount.
LOSS MITIGATION
Once a default notice is received, the Company attempts to mitigate its
loss. Through proactive intervention with insured lenders and borrowers, the
Company has been successful in reducing the number and severity of its claims
for loss. Loss mitigation techniques include pre-foreclosure sales, advances to
assist distressed borrowers who have suffered a temporary economic setback, and
the use of new repayment schedules, refinances, loan modifications, forbearance
agreements and deeds-in-lieu of foreclosure. Such mitigation efforts typically
result in a savings to the Company over the percentage coverage amount payable
under the certificate of insurance. Through loss mitigation efforts, the Company
has paid out only 73% of its potential exposure on claims paid through December
31, 1996.
15
<PAGE>
LOSS RESERVES
The Company establishes reserves to provide for the estimated costs of
settling claims with respect to loans reported to be in default and estimates of
loans in default which have not been reported. Consistent with industry
accounting practices, the Company does not establish loss reserves for future
claims on insured loans which are not currently in default. Although the Company
believes that its overall reserve levels at December 31, 1996, are adequate to
meet its future obligations, due to the inherent uncertainty of the reserving
process there can be no assurance that its reserves will prove to be adequate to
cover ultimate loss developments.
In determining the liability for unpaid losses related to outstanding
defaults, the Company establishes loss reserves on a case-by-case basis using
historical experience and by making various assumptions and judgements about the
ultimate amount to be paid on loans in default. The amount reserved for any
particular loan is dependent upon the status of the loan as reported by the
servicer of the insured loan. As the default progresses closer to foreclosure,
the amount of loss reserve for that particular loan will be increased, in
stages, to approximately 120% of the Company's exposure, which includes
claims-related expenses. The Company periodically reviews and adjusts its
reserve estimates to address changes in economic conditions as well as
developments in its loss experience.
The Company also establishes reserves to provide for the estimated costs of
settling claims, including legal and other fees, and general expenses of
administering the claims settlement process ("loss adjustment expenses" or
"LAE") and for losses and loss adjustment expenses incurred arising from
defaults which have occurred, but which have not yet been reported to the
insurer ("Incurred But Not Reported" or "IBNR").
The Company's reserving process is based upon the assumption that past
experience, adjusted for the anticipated effect of current economic conditions
and projected future economic trends, provides a reasonable basis for estimating
future events. However, estimation of loss reserves is a difficult and inexact
process, especially in light of the rapidly changing economic conditions over
the past few years in certain regions of the United States. In addition,
economic conditions that have affected the development of the loss reserves in
the past may not necessarily affect development patterns in the future in either
a similar manner or degree. Due to the inherent uncertainty in estimating
reserves for losses and loss adjustment expenses, there can be no assurance that
the reserves will prove to be adequate to cover ultimate loss developments on
loans in default, currently or in the future. The Company's profitability and
financial condition could be adversely affected to the extent that the Company's
estimated reserves are insufficient to cover losses on loans in default.
16
<PAGE>
The following table represents a reconciliation of the beginning and ending
loss reserves (net of reinsurance) for the periods indicated.
RECONCILIATION OF LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES
Year Ended December 31,
(in thousands)
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Reserve for losses and LAE, net of
related reinsurancerecoverables, at
beginning of year .................. $ 3,703 $ 2,466 $ 1,805 $ 1,073 $ 500
Add losses and LAE incurred in
respect of defaults occurring in:
Current year (1) .............. 4,673 3,191 2,053 1,489 839
Prior years (1) (2) ........... (1,394) (974) (791) (205) 8
------- ------- ------- ------- -------
Total incurred losses and LAE ...... 3,279 2,217 1,262 1,284 847
Deduct losses and LAE paid in
respect of defaults occurring in:
Current year ................... 167 216 86 95 73
Prior years .................... 841 764 515 457 201
------- ------- ------- ------- -------
Total payments ..................... 1,008 980 601 552 274
Reserve for losses and LAE,
net of the related reinsurance
recoverables, at end of year ....... 5,974 3,703 2,466 1,805 1,073
Reinsurance recoverables on
unpaid losses and LAE, at the end
of year ............................ 331 886 698 450 166
------- ------- ------- ------- -------
Reserve for unpaid losses and LAE,
before deduction ofreinsurance
recoverableson unpaid losses,
at end of year ..................... $ 6,305 $ 4,589 $ 3,164 $ 2,255 $ 1,239
======= ======= ======= ======= =======
- ------------------------------
(1) Includes loss and LAE reserves relating to loans which are in default but
for which default notices have not been received.
(2) Indicates a cumulative deficiency (redundancy)in loss reserves at the
beginning of each period. Deficiencies (redundancies) result fromu
nderestimating (overestimating) ultimate claim amounts.
The top section of theabove table shows losses incurred on insurance
policies with respect to defaults which occurred in the current and prior
periods. The amount of losses incurred relating to defaults occurring in the
current period represents the estimated amount to be ultimately paid on defaults
occurring in that period. The amount of losses incurred relating to defaults
occurring in prior periods represents an adjustment made in the current period
for defaults which were included in the loss reserve at the end of the prior
period.
17
<PAGE>
The middle section of the above table shows claims paid on insurance
policies with respect to defaults which occurred in the current period and in
prior periods, respectively. Since it takes, on average, about 12 months for a
default which is not cured to eventually develop into a paid claim, most losses
paid relate to defaults occurring in prior periods.
ANALYSIS OF DIRECT RISK IN FORCE
A foundation of the Company's business strategy is proactive risk
selection. The Company analyzes its portfolio in a number of ways to identify
any concentrations of risk or imbalances in risk dispersion. The Company
believes that the quality of its insurance portfolio is affected predominantly
by (i) the quality of loan originations (including the strength of the borrower
and the marketability of the property); (ii) the attributes of loans insured
(including LTV ratio, purpose of the loan, type of loan instrument and type of
underlying property securing the loan); (iii) the seasoning of the loans
insured; (iv) the geographic dispersion of the underlying properties subject to
mortgage insurance; and (v) the quality and integrity of lenders from which the
Company receives loans to insure.
18
<PAGE>
LENDER AND PRODUCT CHARACTERISTICS
The following table reflects the percentage of direct gross risk in force
(as determined on the basis of information available on the date of mortgage
origination) by the categories indicated on December 31, 1996 and 1995:
Direct Risk in Force
December 31,
------------
1996 1995
---- ----
Product type:
Primary ............................................... 100.0% 100.0%
Pool .................................................. 0.0% 0.0%
----- -----
Total ................................................. 100.0% 100.0%
Direct Primary Risk in Force
December 31,
------------
1996 1995
---- ----
Direct Risk in Force (dollars in millions) ........... $1,515 $1,091
Lender Concentration:
Top 10 lenders (by original applicant) ............... 23.4% 23.7%
LTV:
90.01% to 95.00% (1) ................................. 49.4% 45.9%
90.00 and below ...................................... 50.6% 54.1%
----- -----
Total ................................................ 100.0% 100.0%
===== =====
Loan Type:
Fixed ................................................ 85.6% 82.7%
ARM (positive amortization) (2) ...................... 14.4% 17.3%
ARM (potential negative amortization) (3) ............ 0.0% 0.0%
ARM (scheduled negative amortization) (3) ............ 0.0% 0.0%
Other ................................................ 0.0% 0.0%
----- -----
Total ................................................ 100.0% 100.0%
===== =====
Mortgage Term:
15 years and under ................................... 5.6% 7.1%
Over 15 years ........................................ 94.4% 92.9%
----- -----
Total ................................................ 100.0% 100.0%
===== =====
Property Type:
Noncondominium (principally single-family detached) .. 94.3% 94.7%
Condominium .......................................... 5.7% 5.3%
----- -----
Total ................................................ 100.0% 100.0%
===== =====
Occupancy Status:
Primary residence .................................... 100.0% 100.0%
Second home .......................................... 0.0% 0.0%
Nonowner occupied .................................... 0.0% 0.0%
----- -----
Total ................................................ 100.0% 100.0%
===== =====
19
<PAGE>
Mortgage Amount:
$199,000 or less ..................................... 91.9% 93.3%
Over $199,000 ........................................ 8.1% 6.7%
----- -----
Total ................................................ 100.0% 100.0%
===== =====
(1) Includes 97s, representing less than 1% of risk in force at December 31,
1996.
(2) Refers to loans where payment adjustments are the same as mortgage interest
rate adjustments.
(3) Scheduled negative amortization is defined by the Company as the increase in
loan balance that will occur if interest rates do not change. Loans with
potential negative amortization will not have increasing principal balances
unless interest rates increase. A large number of loans are originated,
primarily by California lenders, with amortization for an initial period
followed by periods in which the borrower may choose to limit payment increases
to 7.5% or to make full payments. Therefore, these loans are treated by the
Company as having potential negative amortization.
One of the most important determinants of claim incidence is the relative
amount of the borrower's equity in the home (which at the time of origination is
the down payment). For the industry as a whole, historical evidence indicates
that claim incidence on loans having a LTV ratio in excess of 90% is greater
than the claim incidence on loans with LTV ratios equal to or less than 90%. The
Company believes that the higher premium rates it charges on these high LTV
loans adequately reflects the additional risk.
In 1995, the mortgage insurance industry introduced a 97% LTV product
("97s") which was offered to low and moderate income borrowers under certain
pilot programs. The Company believes that these "affordable housing" loans have
higher risks than its other insured business and has often attracted borrowers
with weak credit histories, generally resulting in higher loss ratios. In
keeping with the Company's established risk strategy, the Company has not
aggressively solicited this segment of the industry, and, as of December 31,
1996, 97s constituted less than 1% of direct risk in force. The Company does not
routinely delegate the underwriting of its 97% LTV product.
20
<PAGE>
The Company generally insures only positively amortizing ARMs with maximum
annual and lifetime caps of two and six percentage points, respectively.
Payments on these loans adjust fully with interest rate adjustments. To date,
the performance of the Company's ARM loans has been consistent with that of the
fixed rate portfolio. However, since historical claim frequency data on ARMs has
not yet been tested during a prolonged period of economic stress, there can be
no assurance that claim frequency on ARMs may not eventually be higher,
particularly during a period of rising interest rates combined with decreasing
housing prices. In its normal course of operations, the Company's existing
underwriting policy does not permit coverage of ARMs with "scheduled" or
"potential" negative amortization.
Historical evidence indicates that higher priced properties experience
wider fluctuations in value than moderately priced residences. These
fluctuations exist primarily because there is a much smaller pool of qualified
buyers for higher priced homes which, in turn, reduces the likelihood of
achieving a quick sale at fair market value when necessary to avoid a default.
The Company believes that 15-year mortgages present a lower level of risk
than 30-year mortgages, primarily as a result of the faster amortization and the
more rapid accumulation of borrower equity in the property. Accordingly, the
Company charges lower premium rates on these loans than on comparable 30-year
mortgages.
The Company believes that the risk of claim is also affected by the type of
property securing the insured loan. In management's opinion, loans on
single-family detached housing are subject to less risk of claim incidence than
loans on other types of properties. The Company believes that attached housing
types, particularly condominiums and cooperatives, are a higher risk because in
most areas condominiums and cooperatives tend to be more susceptible to downward
fluctuations in value than single family detached dwellings in the same market.
The term "single-family" applies to all one-to-four unit dwellings and includes
detached and attached townhouse units with fee simple ownership, condominiums
and cooperatives.
Loans on primary residences that were owner occupied at the time of loan
origination constituted almost all of the Company's risk in force at December
31, 1996. Because management believes that loans on nonowner occupied properties
represent a substantially higher risk of claim incidence and are subject to
greater value declines than loans on primary homes, the Company insures these
types of loans only on a case-by-case basis and only after stringent management
review.
The Company's book of business is less mature than that of the private
mortgage insurance industry as a whole, with the Company's direct risk in force
having a weighted average life of 2.4 years at December 31, 1996 and 2.3 years
at December 31, 1995 compared to an estimated industry average of just over 3
years at December 31, 1996.
21
<PAGE>
The following table shows the percentage of direct risk in force as of
December 31, 1996 for policies written from 1988 through 1996 by the Company, as
well as the cumulative loss ratio (calculated as losses paid divided by premiums
written, in each case for a particular certificate year) which has developed,
through December 31, 1996, for the policies written during the years indicated
and excludes the effects of reinsurance:
Certificate Percent Cumulative Ratio of Losses
Year Direct Risk in Force of Total Paid to Premiums Written(1)
---- -------------------- -------- ---------------------------
(in millions)
1988 $ 2.2 0.2% 13.6
1989 3.5 0.2 22.7
1990 6.4 0.4 15.5
1991 24.1 1.6 9.6
1992 106.9 7.1 5.5
1993 223.2 14.7 2.8
1994 252.7 16.7 1.4
1995 379.1 25.0 1.3
1996 517.3 34.1 0.0
----- -----
Total $1515.4 100.0%
======= =====
(1) Claim activity is not spread evenly throughout the coverage period of the
book of business. Based on the Company's and the industry's historical
experience, claims incidence is highest in the third through sixth years
after loan origination, and relatively few claims are paid during the first
two years after loan origination. Thus, the cumulative loss experience of
recent certificate years is not indicative of ultimate losses.
22
<PAGE>
GEOGRAPHIC DISPERSION
The following tables reflect the percentage of direct risk in force, net of
reinsurance, on the Company's book of business (by location of property) for the
top ten states and the top twelve metropolitan statistical areas ("MSAs") as of
December 31, 1996 and 1995:
<TABLE>
<CAPTION>
Top Ten States Top Twelve MSAs
------------------------------------ ----------------------------------------
December 31, December 31, December 31, December 31,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Georgia 18.3% 17.2% Chicago, IL 15.0% 15.8%
Illinois 15.9 16.8 Atlanta, GA 10.2 9.8
Florida 9.6 9.7 Minneapolis-St. Paul, MN 3.0 3.7
North Carolina 6.5 8.1 Charlotte-Gastonia, NC 2.4 3.0
Virginia 5.8 6.1 Augusta, GA 2.1 2.0
Texas 4.8 3.4 San Francisco-Oakland, CA 1.8 2.0
Tennessee 4.5 5.0 Houston-Galveston, TX 1.7 1.5
Pennsylvania 4.5 3.8 Tampa-St. Petersburg, FL 1.7 1.8
California 4.1 3.8 Indianapolis, Indiana 1.6 1.6
South Carolina 3.5 4.1 Richmond, VA 1.5 1.4
----- -----
Total 77.5% 78.0% Jacksonville, FL 1.5 1.6
===== =====
Norfolk, VA 1.4 1.6
----- -----
Total 43.9% 45.8%
===== =====
</TABLE>
While the Company continues to diversify its risk in force geographically,
a prolonged regional recession, particularly in its high concentration areas,
such as the Southeastern, Middle Atlantic and upper Mid-Western states, or a
prolonged national economic recession, could significantly increase loss
development.
Effective January 1, 1996, the Company made substantial changes in its
reinsurance program, eliminating quota share reinsurance on new business and
recapturing substantial portions of its coverage on renewal business. As a
result, the Company's geographic risk concentration in the top ten states
increased to 80.6% at January 1, 1996 from 78.0% at December 31, 1995. For
Georgia, the Company's largest state risk concentration, net risk in force was
21.2% at the beginning of 1996 due to the recapture. The Company's geographic
risk concentrations have declined steadily in 1996 following the commutation,
reducing risk concentration in the top ten states to 77.5% at December 31, 1996.
23
<PAGE>
INVESTMENT PORTFOLIO
Income from its investment portfolio is one of the Company's primary
sources of cash flow to support its operations and claims payments. Triad has an
investment advisory agreement with CML for management of its portfolio.
The Company follows an investment policy which requires: (i) 75% of its
investment portfolio (together with cash assets) to consist of cash, cash
equivalents and debt securities (including redeemable preferred stocks) which,
at the date of purchase, were rated investment grade by a nationally recognized
rating agency (e.g.,"BBB-" or better by S&P) and (ii) at least 50% of its
investment portfolio (together with cash assets) to consist of cash, cash
equivalents and securities which, at the date of purchase, were rated one of the
two highest investment grades by a nationally recognized rating agency. At
December 31, 1996, the Company's total investment portfolio had a fair market
value of $98.0 million and did not include any real estate or mortgage loans.
Liquidity is sought through cash equivalent investments and through
diversification and investment in publicly traded securities. The Company
attempts to maintain a level of liquidity and a duration in its investment
portfolio consistent with its business outlook and the expected timing,
direction and degree of changes in interest rates. As of December 31, 1996, no
investment in the securities of any single issuer (other than the U.S.
government and its agencies) exceeded 2% of the Company's investment portfolio.
The Company's investment policies and strategies are subject to change
depending upon regulatory, economic and market conditions and the existing or
anticipated financial condition and operating requirements, including the tax
position, of the Company.
24
<PAGE>
The diversification of the Company's investment portfolio at December 31,
1996 is shown in the table below:
INVESTMENT PORTFOLIO DIVERSIFICATION
December 31, 1996
-----------------
Amortized Cost Market Value Percent (1)
-------------- ------------ -----------
Available-for-sale securities:
Fixed maturity securities:
U.S. government obligations ..... $ 9,311,329 $ 9,655,744 9.7%
Mortgage-backed bonds ........... 16,545,818 16,249,638 17.3
State and municipal bonds ....... 45,087,458 45,960,016 47.1
Industrial & miscellaneous ...... 15,125,148 15,364,457 15.8
------------ -----------
Total fixed maturities ...... 86,069,753 87,229,855
Equity securities................ 6,267,076 7,494,817 6.6
------------ -----------
Total available-for-sale
securities................ 92,336,829 94,724,672
Short-term investments........... 3,302,125 3,302,125 3.5
------------ ----------- -----
$ 95,638,954 $98,026,797 100.0%
============ =========== ======
- -------------------------------
(1) Percentage of amortized cost.
The following table shows the scheduled maturities at December 31, 1996 of
the fixed maturity securities held in the Company's investment portfolio:
INVESTMENT PORTFOLIO SCHEDULED MATURITY
December 31, 1996
-----------------
Carrying
Value Percent
----- -------
One year or less ................................ $ 909,220 1.0%
After one year through five years ............... 18,532,049 21.3
After five years through ten years .............. 23,352,846 26.8
After ten years though twenty years ............. 25,746,712 29.5
After twenty years .............................. 2,439,390 2.8
Mortgage-backed securities (1) .................. 16,249,638 18.6
----------- -----
Total ........................................... $87,229,855 100.0%
=========== =====
(1)Substantially all of these securities are guaranteed by U.S. Government
Agencies.
25
<PAGE>
The following table shows the ratings of the Company's investment portfolio
as of December 31, 1996:
INVESTMENT PORTFOLIO BY S&P RATING
December 31,1996
----------------
Rating(1) Carrying Value Percent
- --------- -------------- -------
Fixed maturities:
U.S. Treasury and U.S. agency bonds .......... $25,905,383 29.7%
AAA .......................................... 23,109,373 26.5
AA ........................................... 15,300,384 17.6
A ............................................ 14,103,318 16.2
BBB .......................................... 7,258,893 8.3
BB ........................................... 988,627 1.1
B ............................................ 268,500 0.3
NR ........................................... 295,377 0.3
----------- -----
Total fixed maturities ................... $87,229,855 100.0%
=========== =====
Equities:
AA ........................................... $ 1,079,802 14.4%
A ............................................ 5,975,140 79.7
B ............................................ 439,875 5.9
----------- -----
Total equities .......................... $ 7,494,817 100.0%
=========== =====
Total Portfolio ................................... $94,724,672
===========
- -------------------------
(1)Current ratings assigned by S&P.
26
<PAGE>
The following table shows the results of the Company's investment portfolio
for the periods indicated:
INVESTMENT PORTFOLIO RESULTS
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Average investments (1) (2) ........... $ 89,577,031 $ 79,253,289 $ 73,774,699 $ 31,211,740 $ 15,540,667
Pre-tax net investment income ......... $ 5,446,672 $ 4,836,461 $ 4,180,876 $ 1,896,639 $ 1,204,842
Effective pre-tax yield (2) ........... 6.1% 6.1% 5.7% 6.1% 7.8%
Pre-tax realized gain (loss) on sale of
investments .......................... $ (162,385) $ 172,992 $ (162,723) $ (15,852) $ 4,941
</TABLE>
- -------------------------
(1) Excludes the Company's investment in Southwide Life Insurance Corp. for all
periods during which it was held.
(2) Based on historical cost adjusted for amortization and accretion of premium
and discount.
REGULATION
DIRECT REGULATION
The Company's insurance subsidiaries are subject to comprehensive, detailed
regulation, principally for the protection of policyholders rather than for the
benefit of investors, by the insurance departments of the various states in
which each insurer is licensed to transact business. Although their scope varies
by state, state insurance laws in general grant broad powers to supervisory
agencies or officials to examine companies and to enforce rules or exercise
discretion touching almost every significant aspect of the insurance business.
These include the licensing of companies to transact business, claims handling
practice, reinsurance requirements, varying degrees of control over premium
rates, the forms and policies offered to customers, financial statements,
periodic financial reporting, permissible investments and adherence to financial
standards relating to statutory surplus, dividends and other criteria of
solvency intended to assure the satisfaction of obligations to policyholders.
All states have enacted legislation that requires each insurance company in
a holding company system to register with the insurance regulatory authority of
27
<PAGE>
its state of domicile and furnish to the regulator financial and other
information concerning the operations of companies within the holding company
system that may materially affect the operations, management or financial
condition of the insurers within the system. Generally, all transactions within
a holding company system between an insurer and its affiliates must be fair and
reasonable and the insurer's statutory policyholders' surplus following any
transaction with an affiliate must be both reasonable in relation to its
outstanding liabilities and adequate for its needs. Most states also regulate
transactions between insurance companies and their parents and/or affiliates.
There can be no assurance that state regulatory requirements will not become
more stringent in the future and have an adverse effect on the Company.
Because the Company is an insurance holding company and Triad is an
Illinois domiciled insurance company, the Illinois insurance laws regulate,
among other things, certain transactions in the Company's Common Stock and
certain transactions between Triad and its parent or affiliates. Specifically,
no person may, directly or indirectly, offer to acquire or acquire beneficial
ownership of more than 10% of any class of outstanding securities of the Company
or its subsidiaries unless such person files a statement and other documents
with the Illinois Insurance Director and obtains the Director's prior approval.
In addition, material transactions between Triad and its parent or affiliates
are subject to certain conditions, including that they be "fair and reasonable".
These restrictions generally apply to all persons controlling or under common
control with the insurance companies. "Control" is presumed to exist if 10% or
more of Triad's voting securities is owned or controlled, directly or
indirectly, by a person, although the Illinois Insurance Director may find that
"control" in fact does or does not exist where a person owns or controls either
a lesser or greater amount of securities. Other states in addition to Illinois
may regulate affiliated transactions and the acquisition of control of the
Company or its insurance subsidiaries.
Triad is required by Illinois insurance laws to provide for a contingency
reserve in an amount equal to at least 50% of earned premiums. Such reserves
must be maintained for a period of 10 years except in circumstances where high
levels of losses exceed regulatory thresholds. The contingency reserve, designed
to provide a cushion against the effect of adverse economic cycles, has the
effect of reducing statutory surplus and restricting dividends and other
distributions by Triad. At December 31, 1996, Triad had statutory policyholders'
surplus of $57.1 million and statutory contingency reserve of $35.1 million.
The insurance laws of Illinois provide that Triad may pay dividends only
out of statutory earned surplus and further establish standards limiting the
maximum amount of dividends which may be paid without prior approval by the
Illinois Insurance Director. Under such standards, Triad may pay dividends
during any 12-month period equal to the greater of (i) 10% of the preceding
year-end statutory policyholders' surplus or (ii) the preceding year's net
income. In addition, insurance regulatory authorities have broad discretion to
limit the payment of dividends by insurance companies. As a mortgage guaranty
insurer, Triad is required by Illinois insurance laws to provide a contingency
28
<PAGE>
reserve. The contingency reserve has the effect of reducing statutory surplus
and restricting dividends and other distributions by Triad. As a result of the
deficit in statutory earned surplus resulting from the contingency reserve
requirements applicable to Triad under the insurance laws of Illinois, Triad may
not presently pay cash dividends to the Company.
Although not subject to a rating law in Illinois, premium rates for
mortgage insurance are subject to regulation in most states to protect
policyholders against the adverse effects of excessive, inadequate or unfairly
discriminatory rates and to encourage competition in the insurance marketplace.
Any increase in premium rates must be justified, generally on the basis of the
insurer's loss experience, expenses and future trend analysis. The general
mortgage default experience may also be considered.
Triad is subject to examination of its affairs by the insurance departments
of each of the states in which it is licensed to transact business. The Illinois
Insurance Director periodically conducts a financial examination of insurance
companies domiciled in Illinois. The most recent examination of Triad was issued
by the Illinois Insurance Department on September 6, 1995 and covered the period
January 1, 1991 through December 31, 1994. No material recommendations were made
as a result of this examination.
TGAC was organized under the insurance laws of the state of Illinois in
December, 1994 and as an Illinois domiciled insurer, is subject to all Illinois
insurance regulatory requirements applicable to Triad described above. To date
the Illinois Insurance Director has not conducted or scheduled an examination of
TGAC.
A number of states generally limit the amount of insurance risk which may
be written by a private mortgage insurer to twenty-five times the insurer's
total policyholders' reserves. Freddie Mac and Fannie Mae also limit a private
mortgage insurer's risk in force to twenty-five times the insurer's total
policyholders' surplus. This restriction is commonly known as the
"risk-to-capital" requirement.
Mortgage insurers are generally restricted by state insurance laws and
regulations to writing residential mortgage guaranty insurance business only.
This restriction generally prohibits Triad from using its capital resources in
support of other types of insurance and restricts its noninsurance business.
However, noninsurance businesses of the Company would not generally be subject
to regulation under state insurance laws.
Regulation of reinsurance varies by state. Except for Illinois, Wisconsin,
New York, Ohio and California, most states have no special restrictions on
reinsurance that would apply to private mortgage insurers other than standard
reinsurance requirements applicable to property and casualty insurance
companies. Certain restrictions, including reinsurance trust fund or letter of
credit requirements, apply under Illinois law to domestic companies and under
the laws of several other states to any licensed company ceding business to
unlicensed reinsurers. If a reinsurer is not admitted or approved, the company
29
<PAGE>
doing business with the reinsurer cannot take credit in its statutory financial
statements for the risk ceded to such reinsurer absent compliance with the
reinsurance security requirements. In addition, some states have limited private
mortgage insurers to a maximum policy coverage limit of 25% of the insured's
claim amount and require coverages in excess of 25% to be reinsured through
another licensed mortgage insurer.
The National Association of Insurance Commissioners ("NAIC") adopted a
risk-based capital ("RBC") formula designed to help regulators identify
property/casualty insurers in need of additional capital. The RBC formula
establishes minimum capital needs based upon risks applicable to individual
insurers, including asset risks, off balance sheet risks (such as guarantees for
affiliates and contingent liabilities), and credit risks (such as reinsurance
ceded and receivables). The NAIC and the Illinois Department of Insurance
currently do not require mortgage guaranty insurers to file RBC analysis in
their annual statements.
As the dominant purchasers and sellers of conventional mortgage loans
and beneficiaries of private mortgage guaranty insurance, Freddie Mac and Fannie
Mae impose requirements on private mortgage insurers in order for such insurers
to be eligible to insure loans sold to such agencies. Freddie Mac's current
eligibility requirements impose limitations on the type of risk insured,
standards for the geographic and customer diversification of risk, procedures
for claims handling, acceptable underwriting practices and financial
requirements which generally mirror state insurance regulatory requirements.
These requirements are subject to change from time to time. Fannie Mae also has
eligibility requirements, although such requirements are not published. Triad is
an approved mortgage insurer for both Freddie Mac and Fannie Mae and meets all
eligibility requirements.
Certain national mortgage lenders and a large segment of the mortgage
securitization market, including Fannie Mae and Freddie Mac, generally will not
purchase mortgages or mortgage-backed securities unless the private mortgage
insurance on the mortgages has been issued by an insurer with a claims-paying
ability rating of at least "AA-" from S&P, Fitch, or Duff & Phelps or a
financial strength rating of at least "Aa3" from Moody's. Fannie Mae and Freddie
Mac require mortgage guaranty insurers to maintain two ratings of "AA-" or
better. Triad has a claims-paying ability rating of "AA" from S&P, Fitch, and
Duff & Phelps. These ratings meet the eligibility requirements of Fannie Mae and
Freddie Mac. S&P, Fitch and Duff & Phelps include TGAC operations and financial
position with those of Triad in rating Triad's claims-paying ability.
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<PAGE>
INDIRECT REGULATION
The Company, Triad and TGAC are also indirectly, but significantly,
impacted by regulations affecting purchasers of mortgage loans, such as Freddie
Mac and Fannie Mae, and regulations affecting governmental insurers such as the
FHA as well as lenders. Private mortgage insurers, including Triad, are highly
dependent upon federal housing legislation and other laws and regulations which
affect the demand for private mortgage insurance and the housing market
generally. For example, housing legislation enacted in 1992 permits up to 100%
of borrower closing cost to be financed by loans insured by FHA, a significant
increase from the previous 57% limit. Also, in April 1994, the Department of
Housing and urban Development ("HUD") reduced the initial premium (payable at
loan origination) for FHA insurance from 3.0% to 2.25%. Effective January 1,
1997, the maximum individual loan amount that the FHA could insure was increased
from $155,250 to $160,950. The maximum individual loan amount the VA can insure
presently is $203,150. Legislation that increases the number of persons eligible
for FHA or VA mortgages could have an adverse effect on the Company's ability to
compete with the FHA or VA.
In 1995, Fannie Mae and Freddie Mac each introduced their own automated
underwriting system to be used by mortgage originators selling mortgages to
them. These systems, which are provided as a service to the Company's contract
underwriting customers, streamline the mortgage process and reduce costs. As a
result of the increased acceptance of these products in 1996 and for other
reasons, the process by which mortgage originators sell loans to Fannie Mae and
Freddie Mac is becoming increasingly automated, a trend which is expected to
continue. As a result, Fannie Mae and Freddie Mac could develop the capability
to become the decision maker regarding selection of a private mortgage insurer
for loans sold to them, a decision traditionally made by the mortgage
originator. The Company, however, is not aware of any plans to do so. The
concentration of purchasing power that would be attained if such development in
fact occurred could adversely affect, from the Company's perspective, the terms
on which mortgage insurance is written on loans sold to Fannie Mae and Freddie
Mac.
Additionally, proposals have been advanced which would allow Fannie Mae and
Freddie Mac additional flexibility in determining the amount and nature of
alternative recourse arrangements of other credit enhancements which they could
utilize as substitutes for private mortgage insurance. The Company cannot
predict if or when any of the foregoing legislation or proposals will be
adopted, but if adopted and depending upon the nature and extent of revisions
made, demand for private mortgage insurance may be adversely affected. There can
be no assurance that other federal laws affecting such institutions and entities
will not change, or that new legislation or regulation will not be adopted.
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<PAGE>
Legislation currently is being considered in the Senate and House banking
committees regarding the cancellation of private mortgage insurance. Such
legislation would require mortgage servicers to inform consumers of their right
to cancel their private mortgage insurance once the home owner has achieved 20
percent equity in their home. Among other options being proposed regarding the
cancellation of mortgage insurance are automatic cancellation of private
mortgage insurance once the prescribed equity level of 20% has been achieved and
automatic cancellation of private mortgage insurance half-way through the term
of the loan. The Company does not expect to lose a significant amount of its
insurance in force if such proposals are adopted. The Company cannot predict,
however, the financial burden associated with borrower notification or automatic
termination if any of the related costs are delegated to mortgage insurers.
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EMPLOYEES
As of December 31, 1996, the Company employed 105 persons. Employees are
not covered by any collective bargaining agreement. The Company considers its
employee relations to be satisfactory.
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
Name Position Age
- ---- -------- ---
William T. Ratliff, III Chairman of the Board of 43
the Company and Triad
Darryl W. Thompson President, Chief Executive 56
Officer and Director of the
Company and Triad
David W. Whitehurst Executive Vice President, 47
Chief Financial Officer,
Treasurer and Director of the
Company; Vice President
and Director of Triad
John H. Williams Executive Vice President and 49
Director of Triad
Ron D. Kessinger Executive Vice President and 42
Director of Triad
Earl F. Wall Vice President, Secretary and 39
General Counsel of the
Company and Triad
Henry B. Freeman Vice President and Director 47
of Triad
Michael R. Oswalt Vice President and Controller, 35
and Principal Accounting Officer
of the Company and Triad
33
<PAGE>
WILLIAM T. RATLIFF, III has been the Chairman of the Board of the Company
since 1993. Mr. Ratliff has also been Chairman of the Board of Triad since 1989,
President of CIC since 1990 and was President and General Partner of CML from
1987 to 1995. Mr. Ratliff has been Chairman of New South Federal Savings Bank
("New South") since 1986 and President and Director of New South Bancshares,
Inc., New South's parent company, since 1995. From March 1994 until December
1996, Mr. Ratliff served as President of Southwide Life Insurance Corp., of
which he had been Executive Vice President since 1993. Mr. Ratliff joined CML in
1981 after completing his doctoral degree with a study of planning processes in
an insurance company. Previously, he trained and worked as an educator,
counselor and organizational consultant.
DARRYL W. THOMPSON has been the President, Chief Executive Officer and a
Director of the Company since 1993. Mr. Thompson has also been President, Chief
Executive Officer and a Director of Triad since its inception in 1987. From 1986
to 1989, Mr. Thompson also served as President and Chief Executive Officer of
Triad Life Insurance Company, which sold mortgage insurance products. From 1976
to 1985, Mr. Thompson served as Senior Vice President/Southeast Division Manager
of MGIC. Mr. Thompson joined MGIC in 1972.
DAVID W. WHITEHURST has been Executive Vice President, Chief Financial
Officer, Treasurer and a Director of the Company since 1993, and served as
Secretary of the Company from 1993 until 1996. Mr. Whitehurst has also been a
Vice President and Director of Triad since 1989, Executive Vice President of CIC
since 1995 (Vice President from 1990 to 1995), was Chief Financial Officer of
CIC from 1990 through 1995, was Executive Vice President of Southwide Life
Insurance Corp. from 1992 until 1996 and has been a director of New South since
1989. Since January 1997, Mr. Whitehurst has been the President, Treasurer and a
Director of Southland National Insurance Corp. and its subsidiaries. Mr.
Whitehurst joined CML in 1989 and served as Vice President of CML and its
affiliates until 1992, when he began devoting all of his time to CIC and its
affiliates. Mr. Whitehurst is a certified public accountant.
JOHN H. WILLIAMS has been Executive Vice President and a Director of Triad
since its inception in 1987. From 1986 to 1987, Mr. Williams was employed by
Triad Life Insurance Company to develop and organize Triad. From 1978 to 1985,
Mr. Williams was employed by MGIC, most recently serving as Vice President of
Secondary Market Trading.
RON D. KESSINGER has been Executive Vice President of Insurance Operations
of Triad since June 1996 and was Vice President of Claims and Administration of
Triad from January 1991 to June 1996. From 1985 to 1991, Mr. Kessinger was
employed by Integon Mortgage Guaranty Insurance Corporation, most recently
serving as Vice President of Operations. Prior to joining Integon Mortgage
Guaranty Insurance Corporation, Mr. Kessinger was employed by the parent company
of Integon Mortgage Guaranty Insurance Corporation.
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<PAGE>
EARL F. WALL has been Vice President and General Counsel of Triad since
January 1996 and Secretary since June 1996. Mr. Wall has been Vice President,
Secretary and General Counsel of the Company since September 1996. From 1982 to
1995, Mr. Wall was employed by Integon in a number of capacities including Vice
President, Associate General Counsel and Director of Integon Life Insurance
Corporation and Georgia International Life Insurance Corporation, Vice President
and General Counsel of Integon Mortgage Guaranty Insurance Corporation, and Vice
President, General Counsel and Director of Marketing One, Inc.
HENRY B. FREEMAN has been Vice President of Risk Management of Triad since
its inception in 1987. From 1981 to 1987, Mr. Freeman was employed by Home
Guaranty Insurance Corporation, where he performed underwriting and claims
management services.
MICHAEL R. OSWALT has been Vice President and Controller of the Company
since March 1994, Vice President of Triad since December 1994, and Controller of
Triad since June 1996. Mr. Oswalt previously served as Vice President and
Controller of CIC and Southwide Life Insurance Corp. from February 1994 until
June 1996. From January 1993 to February 1994, Mr. Oswalt was employed by
Complete Health Services, Inc. where he performed internal audit services. From
1991 to 1993, Mr. Oswalt was employed by Arthur Andersen & Co. Prior to joining
Arthur Andersen & Co., Mr. Oswalt was employed by Deloitte & Touche from 1988 to
1991. Mr. Oswalt is a certified public accountant.
Officers of the Company serve at the discretion of the Board of Directors
of the Company.
ITEM 2. PROPERTIES.
The Company leases office space in its Winston-Salem headquarters and its
six underwriting offices located throughout the country comprising approximately
27,578 square feet under leases expiring between 1997 and 1999 and which require
annual lease payments of $435,295 in 1997. With respect to all facilities, the
Company has, or believes it will be able to obtain, lease renewals on
satisfactory terms. The Company believes its existing properties are well
utilized and are suitable and adequate for its present circumstances.
The Company maintains mid-range and micro-computer systems from its
corporate data center located in its headquarters building to support its data
processing requirements for accounting, claims, marketing, risk management and
underwriting. The Company has in place back-up procedures in the event of
emergency situations.
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<PAGE>
ITEM 3. LEGAL PROCEEDINGS.
The Company and its subsidiaries, in common with other private mortgage
insurers, are subject to litigation in the normal course of their businesses.
There is no litigation currently pending against the Company or its
subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.
The Company's Common Stock trades on the Nasdaq National Market tier of the
Nasdaq Stock MarketSM under the symbol "TGIC". At December 31, 1996, 6,645,361
shares were issued and outstanding. The following table sets forth the highest
and lowest closing prices of the Company's Common Stock, $0.01 par value, as
reported by Nasdaq during the periods indicated (closing prices prior to June
28,1996 have been restated to reflect a three-for-two stock split on that date).
1996 1995
---- ----
High Low High Low
First Quarter......... 21 1/3 17 2/3 11 8 1/2
Second Quarter........ 24 1/2 20 14 10 1/2
Third Quarter......... 29 1/2 23 1/4 17 1/2 13 2/3
Fourth Quarter........ 33 1/2 27 1/4 18 1/3 16 3/4
As of March 4, 1997 the number of stockholders of record of Company Common
Stock was approximately 163. In addition, there were an estimated 2,100
beneficial owners of shares held by brokers and fiduciaries.
In order to maintain a risk-to-capital ratio preferred by rating agencies
and due to regulatory dividend restrictions applicable to Triad, the Company has
no present intention to pay dividends.
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<PAGE>
ITEM 6, SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year Ended December 31
--------------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Income Statement Data (for period ended):
Premiums written:
Direct ........................................ $ 26,152 $ 18,890 $ 16,172 $ 13,522 $ 9,198
Assumed ....................................... 26 34 38 222 215
Ceded ......................................... (2,217) (3,924) (4,034) (3,926) (2,599)
--------- --------- --------- --------- ---------
$ 23,961 $ 15,000 $ 12,176 $ 9,818 $ 6,814
========= ========= ========= ========= =========
Earned premiums ................................. $ 24,727 $ 15,478 $ 10,999 $ 7,911 $ 5,058
Net investment income ........................... 5,447 4,836 4,181 1,897 1,205
Realized investments gains (losses) ............. (162) 173 (163) (16) 5
Other income .................................... 0 1 5 14 53
--------- --------- --------- --------- ---------
Total revenues ................................ 30,012 20,488 15,022 9,806 6,321
Net losses and loss adjustment expenses ......... 3,279 2,217 1,262 1,284 847
Amortization of deferred policy acquisition cost. 3,235 2,289 1,726 1,533 852
Other operating expenses (net of acquisition cost
deferred)....................................... 7,259 4,753 3,658 2,371 2,083
--------- --------- --------- --------- ---------
Income before income taxes ...................... 16,239 11,229 8,376 4,618 2,539
Income Taxes .................................... 5,042 3,470 2,594 1,251 816
--------- --------- --------- --------- ---------
Net income ...................................... $ 11,197 $ 7,759 $ 5,782 $ 3,367 $ 1,723
========= ========= ========= ========= =========
Primary earnings per share (1)................. $ 1.69 $ 1.17 $ 0.87 $ 1.02 $ 0.66
Fully diluted earnings per share (1)........... $ 1.63 $ 1.15 $ 0.87 $ 1.02 $ 0.66
========= ========= ========= ========= =========
Weighted average common and common share
equivalents outstanding (1)
Primary ....................................... 6,638,927 6,628,409 6,651,482 3,293,349 2,625,000
Fully diluted ................................. 6,888,925 6,753,722 6,653,595 3,293,349 2,625,000
Balance Sheet Data ( at year end):
Total assets .................................. $ 112,403 $ 99,017 $ 86,664 $ 78,634 $ 30,754
Total invested assets ......................... $ 98,027 $ 85,978 $ 75,364 $ 70,800 $ 25,538
Losses and loss adjustment expenses ........... $ 6,305 $ 4,589 $ 3,164 $ 2,255 $ 1,239
Unearned premiums ............................. $ 8,216 $ 9,086 $ 9,893 $ 8,774 $ 6,067
Stockholders' equity .......................... $ 91,680 $ 80,441 $ 70,108 $ 64,726 $ 21,410
Statutory Ratios (2):
Loss ratio .................................... 16.0% 14.3% 11.5% 16.2% 16.8%
Expense ratio ................................. 49.6% 59.1% 61.8% 49.1% 55.2%
--------- --------- --------- --------- ---------
Combined ratio ................................ 65.6% 73.4% 73.3% 65.3% 72.0%
========= ========= ========= ========= =========
GAAP Ratios:
Loss ratio .................................... 13.3% 14.3% 11.5% 16.2% 16.8%
Expense ratio ................................. 43.8% 46.9% 44.2% 39.8% 43.1%
--------- --------- --------- --------- ---------
Combined ratio ................................ 57.1% 61.2% 55.7% 56.0% 59.9%
========= ========= ========= ========= =========
Other Statutory Data (dollars in millions) (2):
Direct insurance in force ....................... $ 6,556.3 $ 5,080.3 $ 4,111.4 $ 2,967.8 $ 1,966.6
Direct risk in force (gross) .................... $ 1,515.4 $ 1,090.6 $ 814.1 $ 569.8 $ 378.5
Risk-to-capital ................................. 15.8:1 11.1:1 8.9:1 6.5:1 14.0:1
<FN>
(1)Periods prior to June 28, 1996 have been restated to reflect a three-for-two
stock split on that date.
(2)Based on statutory accounting practices and derived from consolidated
statutory financial statements of Triad
</FN>
</TABLE>
38
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION.
RESULTS OF OPERATIONS
1996 COMPARED TO 1995
Net income for 1996 increased 44.3% to $11.2 million compared to $7.8
million in 1995. This improvement is attributable to a 59.8% increase in earned
premiums, a 12.6% increase in net investment income, an improved expense ratio
and a continuing low loss ratio.
Net income per share on a fully diluted basis increased 41.5% to $1.63 for
1996 compared to $1.15 per share in 1995. Operating earnings per share on a
fully diluted basis were $1.64 for 1996 compared to $1.13 per share in 1995.
Operating earnings exclude realized investment losses of approximately $162,000
in 1996 and realized investment gains of approximately $173,000 in 1995.
New insurance written was $2.2 billion in 1996 compared to $1.6 billion in
1995, an increase of 36.4%. New insurance written was $557 million in the fourth
quarter of 1996 compared to $479 million in the same period of 1995. The
increase in new insurance written in 1996 is the result of the continued
penetration of Triad's products in the marketplace coupled with a favorable
interest rate environment for much of 1996, which caused both refinance and home
buying activities to remain strong for the year. Refinance activity accounted
for 16.9% of new insurance written in 1996 compared to 9.3% for 1995.
According to industry data, Triad's share of total new mortgage insurance
written increased to 1.7% (1.9% in the fourth quarter) for 1996 compared to 1.5%
for all of 1995. This increase is primarily the result of the Company's
geographic expansion into new territories and the success of a marketing focus
on larger, national mortgage lenders.
Total direct premiums written were $26.2 million for 1996, an increase of
38.4% compared to $18.9 million in 1995. Contributing to this growth were the
strong mortgage market, the Company's continued expansion into new territories,
the secondary mortgage market requirements for deeper coverages and increased
renewal premium due to the growth of our monthly premium product. Offsetting the
growth somewhat was the decrease in Triad's persistency rate, reflecting the
1996 increase in refinancing activity. Persistency, or the percentage of
insurance remaining in force from one year prior, was 85.3% in 1996 compared to
86.4% in 1995.
Sales under the Company's monthly premium plan represented approximately
93.0% of new insurance written in 1996 compared to 82.6% in 1995. The monthly
product spreads the collection of premiums over 12 equal monthly payments,
rather than one payment received in advance as on annual premium plans. However,
renewal premiums on monthly premium plans are greater than the renewal premiums
39
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION -- CONTINUED
on a comparable annual premium plan. While in the short term monthly premium
plans decrease the level of written premium, management expects the ultimate
level of written premium on monthly premium plans to exceed the level of written
premium produced by comparable annual premium plans as long as persistency
remains strong. In 1996, Triad introduced a variation of the monthly premium
plan in which the borrower does not pay any mortgage insurance premium at the
time of the mortgage loan closing. This deferred monthly premium product
decreases the amount of cash required from the borrower at closing, therefore,
making home ownership more affordable. Management believes that the percentage
of new insurance written under monthly premium plans will remain at or slightly
above the current level.
Net premiums written increased by 59.7% to $24.0 million for 1996 compared
to $15.0 million for 1995. Earned premiums increased 59.8% to $24.7 million in
1996. This increase in written and earned premium is attributable to the
increase in new insurance written, continued strong persistency and a change in
the Company's reinsurance program for 1996.
Effective January 1, 1996, the Company eliminated its quota share
reinsurance on new business, recaptured substantial portions of its quota share
coverage on renewal business and secured excess of loss reinsurance to protect
against catastrophic losses. These changes reduced the Company's quota share
cede rate to 5.3% of direct premium written in 1996 compared to 20.8% in 1995.
Premiums ceded under the Company's quota share reinsurance agreements for 1996
totaled $1.4 million compared to $3.9 million in 1995. Had the Company retained
its quota share reinsurance in 1996 and maintained a cede rate comparable to
1995, the Company's net written premium would have increased approximately 38.0%
rather than the 59.7% noted above.
Total direct insurance in force reached $6.6 billion at December 31, 1996
compared to $5.1 billion the previous year, an increase of 29.1%.
In keeping with the Company's established risk strategy, the Company has
not aggressively solicited mortgage insurance under lender guidelines which
allow relaxed credit standards, reduced borrower-paid down payment (e.g. 97% LTV
loans) and expanded underwriting ratios. These products, especially popular with
borrowers with weak credit histories, have generally resulted in undesirable
loss ratios. Management believes that successful long term home ownership is not
necessarily being promoted by many of these programs. The Company does not
routinely delegate the underwriting of its 97% LTV product.
The Company's delegated underwriting program accounted for 38.0% (37.4% in
the fourth quarter) of commitments received in 1996 compared to 25.1% (33.7% in
the fourth quarter) in 1995. This program has allowed the Company to serve a
greater number of the larger, well established mortgage originators. Mortgage
originators who participate in the Company's delegated program are allowed to
issue a certificate of insurance on the loans they underwrite but must follow
40
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION -- CONTINUED
strict criteria regarding property type and minimum credit standards. The
Company also performs extensive post-issuance quality control reviews of
certificates issued through each approved mortgage originator under the program.
In the fourth quarter of 1996, Triad introduced a new product in which a
certificate of insurance is issued based on a borrower's credit score. Under
this new product, if a borrower has a predetermined minimum credit score, Triad
will issue a certificate of insurance without the usual underwriting process.
Management expects the percentage of commitments processed through the Company's
delegated underwriting program to decrease slightly in 1997 as a result of this
new product.
Net investment income for 1996 was $5.4 million, a 12.6% increase over $4.8
million in 1995. This increase resulted from the growth in average invested
assets of $10.3 million to $89.6 million at December 31, 1996. The yield on
average invested assets was 6.1% for both 1996 and 1995. The portfolio's tax-
equivalent yield was 7.7% in 1996 and 7.5% in 1995. This yield reflects the
Company's investment strategy to emphasize tax-preferred securities which yield
lower pre-tax rates than similar fully-taxable securities. Approximately 53% or
$46 million of the Company's fixed maturity portfolio at December 31, 1996 was
comprised of state and municipal tax-preferred securities.
In 1996, the Company reported realized investment losses of $162,000,
resulting primarily from closing transactions in connection with the Company's
program of selling short-term covered calls. This compares to $173,000 of
investment gains in 1995 realized primarily from the sale of equity securities.
The Company's loss ratio (the ratio of incurred losses to earned premiums)
was 13.3% for 1996 compared to 14.3% for 1995. The loss ratio was 14.3% for the
1996 fourth quarter compared to 18.3% for the same period of 1995. The favorable
loss ratio reflects the low level of delinquencies compared to the number of
insured loans and the fact that 71% of the insurance in force was originated in
the last 36 months. Management believes, based upon its experience and industry
data, that claims incidence for it and other private mortgage insurers is
generally highest in the third through sixth years after loan origination.
Although the claims experience on new insurance written in previous years has
been quite favorable, the Company expects its incurred losses to increase as a
greater amount of its insurance in force reaches its anticipated highest claim
frequency years. Due to the inherent uncertainty of future premium levels,
losses, economic conditions and other factors that impact earnings, it is
impossible to predict with any degree of certainty the impact of such higher
claims frequencies on future earnings.
During periods of significant refinancing activity, it is possible that
policies on stronger loans may lapse and that weaker loans may remain in force,
41
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION -- CONTINUED
thus potentially increasing the loss ratio on older business. Substantial
increases in production of new business during these periods can offset the
increased loss ratio on the older business.
Net losses and loss adjustment expenses (net of reinsurance recoveries)
increased by 47.9% in 1996 to $3.3 million compared to $2.2 million in 1995,
reflecting the increase in the Company's insurance in force and the resulting
recognition of a greater amount of insurance in force reaching its higher claim
frequency years. A decrease in reinsurance recoveries, attributable to the
Company's restructuring of its reinsurance program for 1996, also contributed to
the increase in net losses and loss adjustment expenses.
Amortization of deferred policy acquisition costs increased by 41.3% to
$3.2 million in 1996 compared to $2.3 million for 1995. The increase in
amortization reflects a growing balance of deferred policy acquisition costs to
amortize as the Company builds its total insurance in force.
Other operating expenses increased to $7.3 million for 1996 compared to
$4.8 million for 1995. This increase in expenses is primarily attributable to
personnel, facilities and equipment costs required to support Triad's geographic
expansion and increased production coupled with a reduction in ceding
commissions earned following changes in the Company's reinsurance program.
Ceding commissions paid to the Company are reported as a reduction in other
operating expenses and decreased to $572,000 in 1996 compared to $1.5 million in
1995.
The Company's expense ratio (ratio of underwriting expenses to net premiums
written) for 1996 was 43.8% compared to 46.9% for 1995. Contributing to this
improvement was the higher level of written premiums for 1996 offset somewhat by
the increase in expenses.
The effective tax rate for all of 1996 was 31.0% compared to 30.9% for
1995. In 1996, the Company began a phase-in of the 35% Federal statutory income
tax rate applicable to companies with annual taxable income above $10 million.
Management expects the Company's effective tax rate to remain about the same or
increase slightly as long as yields from new funds invested in tax-preferred
securities remain favorable in relation to fully taxable securities.
1995 COMPARED TO 1994
Net income for 1995 increased 34.2% to $7.8 million compared to $5.8
million in 1994. This improvement was attributable to a 40.7% increase in earned
premiums, a 15.7% increase in net investment income, a continuing low loss ratio
and $173,000 in realized investment gains, offset by a slightly higher expense
ratio in 1995.
42
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION -- CONTINUED
Net income per share on a fully diluted basis was $1.15 for 1995, compared
to $0.87 per share in 1994. The Company's operating earnings per share on a
fully diluted basis were $1.13 for 1995 and $0.89 for 1994. Operating earnings
per share exclude realized investment gains of approximately $173,000 in 1995
and realized investment losses of $163,000 in 1994.
New insurance written was $1.6 million for both 1995 and 1994. New
insurance written in 1995 was driven by new home sales as refinance activity
declined. Refinance activity accounted for 9.3% of new insurance written in 1995
compared to 14.6% in 1994.
Total direct premiums written were $18.9 million for 1995, an increase of
16.8% over 1994. Contributing to this growth were the strong mortgage market,
the Company's expansion into new territories, the movement by consumers to
higher premium products in early 1995, the secondary mortgage market
requirements for deeper coverages and Triad's continued high persistency rate.
Persistency improved to 86.4% in 1995 compared to 85.8% in 1994. Improved
persistency combined with higher production in recent years contributed to the
increase in renewal premiums in 1995.
The rising interest rates experienced in the first half of 1995 resulted in
increased sales of higher premium products, such as coverages for adjustable
rate mortgages, higher loan-to-value mortgages and longer term mortgages. The
result was a greater level of written premium for the amount of new insurance
written, partially offset by the effects of increasing production of monthly
premium plans. Sales under the Company's monthly premium plan represented 82.6%
of new insurance written in 1995 compared to 34.8% in 1994.
Premiums ceded under the Company's quota share reinsurance agreements for
1995 totaled $3.9 million, representing a slight decrease from $4.0 million in
1994. The ratio of premiums ceded to total direct written premiums decreased to
20.8% in 1995 compared to 24.9% in 1994. The Company ceded only 9.9% of new
insurance written in 1995 compared to 20.9% of 1994 new insurance written.
Net premiums written increased by 23.2% to $15.0 million for 1995 compared
to $12.2 million for 1994. Continued improvement in persistency, the Company's
continued geographic expansion and a reduction in the reinsurance cede rate all
contributed to this growth, which was offset somewhat by the increase in
production of the Company's monthly premium plan. Earned premiums increased
40.7% to $15.5 million in 1995. Total direct insurance in force reached $5.1
billion at December 31, 1995 compared to $4.1 billion the previous year, an
increase of 23.6%.
Net investment income for 1995 was $4.8 million, a 15.7% increase over $4.2
million in 1994. This increase resulted from average invested assets increasing
by $6.1 million to $79.3 million at December 31, 1995. The yield on average
invested assets increased to 6.1% for 1995 compared to 5.7% for 1994 reflecting
the Company's investments in higher yielding intermediate term investments.
43
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION -- CONTINUED
In 1995, the Company reported realized investment gains of $173,000
primarily from the sale of equity securities. This compares to $163,000 of
realized investment losses in 1994 resulting primarily from the sale of
approximately $7 million in lower yielding short-term U.S. Treasury securities.
The Company's loss ratio was 14.3% for 1995 compared to 11.5% for 1994.
While the Company experienced an increase in its loss ratio, paid losses
continue to remain low at 6.3% and 5.5% for the years ending December 31, 1995
and 1994, respectively. The favorable loss ratio reflects the low level of
delinquencies compared to the number of insured loans and the fact that 82% of
the insurance in force was originated in 1993, 1994 and 1995.
Net losses and loss adjustment expenses (net of reinsurance recoveries)
increased by 75.7% in 1995 to $2.2 million compared to $1.3 million in 1994.
This increase in 1995 reflects the increase in the Company's insurance in force
and the resulting recognition of a greater amount of insurance in force reaching
its higher claim frequency years.
Amortization of deferred policy acquisition costs increased by 32.6% to
$2.3 million in 1995 compared to $1.7 million for 1994. The increase in
amortization reflects a growing balance of deferred policy acquisition costs to
amortize as the Company builds its total insurance in force.
Other operating expenses, before deducting ceding commissions of
approximately $1.5 million for both 1995 and 1994, increased to $6.3 million for
1995 compared to $5.1 million for 1994. This increase in expenses was primarily
attributable to costs incurred in expanding into new territories, an increase in
the number of sales and support personnel, and growth in renewal commissions not
deferred.
The expense ratio for 1995 was 46.9% compared to 44.2% for 1994. Factors
contributing to this increase include the growth in costs associated with the
Company's expansion into new territories, an increase in personnel and the
effects of the monthly premium product in 1995.
The effective tax rate for 1995 was 30.9% compared to 31.0% in 1994. This
decrease reflected an increasing investment in tax-preferred securities.
LIQUIDITY AND CAPITAL RESOURCES
The Company's sources of operating funds consist primarily of premiums
written and investment income. Operating funds are applied primarily to the
payment of claims and expenses.
44
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION -- CONTINUED
The Company generated positive cash flow from operating activities for 1996
and 1995 of $12.5 and $6.5 million, respectively. The significant increase in
the Company's operating cash flow is attributable to growth in insurance written
and the restructuring of its reinsurance agreements effective January 1, 1996.
The Company's business does not routinely require significant capital
expenditures. Positive cash flows are invested pending future payments of claims
and expenses. Cash flow shortfalls, if any, could be funded through sales of
short term investments and other investment portfolio securities.
The parent company's cash flow is dependent on cash dividends and revenues
from management fees from Triad. The insurance laws of the State of Illinois
impose certain restrictions on dividends from Triad. These restrictions, based
on statutory accounting practices, include requirements that dividends may be
paid only out of statutory earned surplus and limit the amount of dividends that
may be paid without prior approval of the Illinois Insurance Department. Because
of Triad's rapid growth in written premiums and the requirement to add amounts
to the statutory contingency reserve equal to at least 50% of earned premiums
(which reduces statutory earned surplus), Triad reported a deficit in statutory
earned surplus of $1.3 and $2.5 million at December 31, 1996 and 1995,
respectively. Accordingly, Triad may not presently pay cash dividends to the
parent company. The Illinois Insurance Department permits expenses of the parent
company to be charged to Triad in the form of management fees.
Consolidated invested assets were $98.0 million at December 31, 1996,
including a total of $94.7 million in fixed maturity securities and equity
securities classified as available-for-sale. Net unrealized investment gains
totaled $2.4 million at December 31, 1996, $1.2 million on both fixed maturity
securities and equity securities.
Approximately 18.6% or $16.2 million of the Company's fixed maturity
portfolio at December 31, 1996 was composed of mortgage-backed securities,
substantially all of which are guaranteed by U.S. Government Agencies. Certain
mortgage-backed securities are subject to significant prepayment risk due to the
fact that, in periods of declining interest rates, mortgages may be repaid more
rapidly than scheduled as borrowers refinance higher rate mortgages to take
advantage of lower rates. As a result, holders of mortgage-backed securities may
receive large prepayments on their investments which must be reinvested at then
current rates.
Included in the Company's fixed maturity portfolio of mortgage backed
securities at December 31, 1996 was $5.4 million invested in planned
amortization class ("PAC") collateralized mortgage obligations ("CMOs"). PACs
are tranches of CMOs specifically designed to amortize in a more predictable
manner and to protect against prepayments as interest rates decline. In periods
45
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION -- CONTINUED
of declining interest rates, prepayments are first applied to the non-PAC
tranches of the CMO, creating improved call protection for the PAC tranche. Only
after all non-PAC tranches have been paid off are prepayments applied to the PAC
tranche. In periods of increasing interest rates, prepayments are first applied
to the PAC tranche, thus reducing extension risk for PACs. As a result, PACs
have a more stable cash flow than most other mortgage securities because they
have better call protection and less extension risk. All principal balances
invested in CMOs by the Company are U.S. Government agency sponsored or
guaranteed.
The Company's loss reserves increased to $6.3 million at December 31, 1996
compared to $4.6 million at December 31, 1995. This growth is the result of
increases in new insurance written and the maturing of the Company's risk in
force. Consistent with industry practices, the Company does not establish loss
reserves for future claims on insured loans which are not currently in default.
The Company's reserves per delinquent loan were $23,000 at December 31, 1996
compared to $22,000 at December 31, 1995. The Company's delinquency ratio, the
ratio of delinquent insured loans to total insured loans, was 0.44% at December
31, 1996 compared to 0.41% at December 31, 1995.
The Company's unearned premium reserve of $8.2 million at December 31, 1996
decreased from $9.1 million at December 31, 1995. This decline is attributable
to the increased production of the monthly premium product which produces little
unearned premium compared to annual and single premium products. Also, the
Company experienced a higher level of refinance activity in 1996 whereby older
annual premium policies were replaced by monthly premium policies resulting in a
decline in the unearned premium reserve.
Total stockholders' equity increased to $91.7 million at December 31, 1996
from $80.4 million at December 31, 1995. This increase resulted from net income
of $11.2 million and from additional paid-in capital of $205,000 resulting from
the exercise of employee stock options. The increase was partially offset by a
decrease in net unrealized gains on invested assets classified as
available-for-sale of $163,000 (net of income tax).
Triad's total statutory policyholders' surplus increased to $57.1 million
at December 31, 1996 from $56.0 million at December 31, 1995, an increase of
$1.1 million. This increase is primarily derived from statutory net income of
$13.4 million and unrealized gains on invested assets of $1.0 million, offset by
an increase in the contingency reserve of $12.8 million. Triad's deficit in
statutory earned surplus was $1.3 million at December 31, 1996, compared to a
deficit of $2.5 million at December 31, 1995, reflecting a growth in statutory
net income greater than the increase in the contingency reserve. The balance in
the contingency reserve was $35.1 million at December 31, 1996 compared to $22.3
million at December 31, 1995.
46
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION -- CONTINUED
The Company currently has no plans for significant capital expenditures.
However, Triad continues to upgrade and enhance its computer systems and
technological capabilities.
As part of the Company's efforts to increase its focus on larger national
lenders, Triad is currently developing a mortgage insurance program that would
enable the Company to better meet the needs and requirements of the larger
national lenders. The program, which will be marketed beginning in the first
quarter of 1997, increases the lender's share of the risk of loss on an insured
book of business and provides for a fee to the lender for this increased risk.
While the impact of this product to Triad cannot be predicted with certainty,
management believes that successful marketing and acceptance of this product by
national lenders could provide significant growth opportunities for Triad in
1997. Loans insured under this program must meet Triad's underwriting and credit
standards.
The Company's ability to write insurance depends on the adequacy of its
capital in relation to risk in force. A significant reduction of capital or a
significant increase in risk may impair the Company's ability to write
additional insurance. Freddie Mac and Fannie Mae require the Company to maintain
a risk-to-capital ratio of no more than 25-to-1. A number of states also
generally limit the Company's risk-to-capital ratio to 25-to-1. As of December
31, 1996 Triad's risk-to-capital ratio was 15.8-to-1, and as of December 31,
1995 was 11.1-to-1, as compared to 20.3-to-1 for the industry as a whole at
December 31, 1995, the latest industry data available. The 1996 increase is due
to increased production and the elimination of substantial portions of the
Company's quota share reinsurance as of January 1, 1996. Management believes its
risk-to-capital ratio can increase up to the current industry level without an
adverse effect on its claims-paying ability ratings.
In January 1997, Standard & Poor's Corporation ("S&P") raised Triad's
claims-paying ability rating to "AA" from "AA-".
NEW ACCOUNTING STANDARDS
In October 1995, the FASB issued Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation", which provides an
alternative to APB Opinion No. 25, "Accounting for Stock Issued to Employees",
in accounting for stock-based compensation issued to employees. The statement
encourages but does not require the recognition of compensation expense for
stock-based awards based on the award's fair value. The Company has chosen to
continue to account for stock-based awards in accordance with APB Opinion No.
25.
47
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION -- CONTINUED
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Management's Discussion and Analysis and this Report contain forward
looking statements relating to future plans, expectations and performance which
involve various risks and uncertainties, including but not limited to the
following: interest rates may increase from their current levels; housing
transactions and mortgage issuance may decrease for many reasons including
changes in interest rates or economic conditions; the Company's market share may
change as a result of changes in underwriting criteria or competitive products
or rates; the amount of new insurance written could be affected by changes in
federal housing legislation, including changes in the Federal Housing
Administration loan limits and coverage requirements of Freddie Mac and Fannie
Mae; the Company's performance may be impacted by changes in the performance of
the financial markets and general economic conditions. Economic downturns in
regions where Triad's risk is more concentrated could have a particular adverse
affect on Triad's financial condition and loss development. Accordingly, actual
results may differ from those set forth in the forward looking statements.
Attention is also directed to other risk factors set forth in documents filed by
the Company with the Securities and Exchange Commission.
48
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Financial Statements and Supplementary Data are presented in a separate
section of this report .
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information regarding directors and nominees for directors of the Company
is included in the Company's Proxy Statement for the 1997 Annual Meeting of
Stockholders, and is hereby incorporated by reference.
For information regarding the executive officers of the Company, reference
is made to the section entitled "Executive Officers of the Company" in Part I,
Item 1 of this Report.
ITEM 11. EXECUTIVE COMPENSATION.
This information is included in the Company's Proxy Statement for the 1997
Annual Meeting of Stockholders, and is hereby incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
This information is included in the Company's Proxy Statement for the 1997
Annual Meeting of Stockholders, and is hereby incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
This information is included in the Company's Proxy Statement for the 1997
Annual Meeting of Stockholders, and is hereby incorporated by reference.
49
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K.
(a) (1) and (2) The response to this portion of Item 14 is submitted as
a separate section of this report.
(a)(3) Listing of Exhibits-- The response to this portion of Item 14
is submitted as a separate section of this report.
(b) Reports on Form 8-K.
No reports on form 8-K were filed during the quarter ended
December 31, 1996.
(c) Exhibits-- The response to this portion of Item 14 is submitted as
a separate section of this report.
(d) Financial Statement Schedules-- The response to this portion of
Item 14 is submitted as a separated section of this report.
50
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on the 20th day of
March, 1997.
By /s/ Darryl W. Thompson
-----------------------
Darryl W. Thompson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on the 20th day of March, 1997 by the following
persons on behalf of the Registrant in the capacities indicated.
SIGNATURE TITLE
/s/ William T. Ratliff, III
- ---------------------------
William T. Ratliff, III Chairman of the Board
/s/ Darryl W. Thompson
- ---------------------------
Darryl W. Thompson President, Chief Executive Officer and Director
/s/ David W. Whitehurst
- ---------------------------
David W. Whitehurst Executive Vice President, Chief Financial
Officer, Treasurer and Director
/s/ Michael R. Oswalt
- ---------------------------
Michael R. Oswalt Vice President and Controller, Principal
Accounting Officer
/s/ Robert T. David
- ---------------------------
Robert T. David Director
/s/ Raymond H. Elliott
- ---------------------------
Raymond H. Elliott Director
51
<PAGE>
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 14(a)(1) and (2), (3), (c) and (d)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
INDEX TO EXHIBITS
FINANCIAL STATEMENTS
FINANCIAL STATEMENT SCHEDULES
CERTAIN EXHIBITS
YEAR ENDED DECEMBER 31, 1996
TRIAD GUARANTY INC.
WINSTON-SALEM, NORTH CAROLINA
52
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(Item 14(a) 1 and 2)
CONSOLIDATED FINANCIAL STATEMENTS PAGE
- --------------------------------- ----
Report of Independent Auditors ...................................... 56
Consolidated Balance Sheets at December 31, 1996 and 1995............ 57 - 58
Consolidated Statements of Income for each of the three
years in the period ended December 31, 1996....................... 59
Consolidated Statements of Changes in Stockholders'
Equity for each of the three years in the period
ended December 31, 1996........................................... 60
Consolidated Statements of Cash Flows for each
of the three years in the period ended December 31, 1996........ 61
Notes to Consolidated Financial Statements........................... 62 - 76
FINANCIAL STATEMENT SCHEDULES
- -----------------------------
Schedules at and for each of the three years in the period ended December 31,
1996
Schedule I - Summary of investments - other than investments
in related parties............................................ 77
Schedule II - Condensed financial information of Registrant....... 78 - 81
Schedule IV - Reinsurance......................................... 82
All other schedules are omitted since the required information is not present or
is not present in amounts sufficient to require submission of the schedules, or
because the information required is included in the consolidated financial
statements and notes thereto.
53
<PAGE>
INDEX TO EXHIBITS
(ITEM 14(A) 3)
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
3.1 Certificate of Incorporation of the Registrant (1) (Exhibit 3(a))
3.2 By-Laws of the Registrant (1) (Exhibit 3(b))
4.1 Form of Common Stock certificate (1) (Exhibit 4(a))
10.1 1993 Long-Term Stock Incentive Plan (1)(3) (Exhibit 10(a))
10.2 Proportional Reinsurance Agreement between Triad Guaranty Insurance
Corporation and PMI Mortgage Insurance Co. (1) (Exhibit 10(b))
10.3 Agreement for Administrative Services among Triad Guaranty Insurance
Corporation and Collateral Investment Corp. and Collateral Mortgage,
Ltd. (1) (Exhibit 10(c))
10.4 Investment Advisory Agreement between Triad Guaranty Insurance
Corporation and Collateral Mortgage, Ltd. (1) (Exhibit 10(d))
10.6 Registration Agreement among the Registrant, Collateral Investment
Corp. and Collateral Mortgage, Ltd. (2) (Exhibit 10.6)
10.7 Employment Agreement between the Registrant and Darryl W. Thompson
(2)(3)(Exhibit 10.7)
10.8 Employment Agreement between the Registrant and John H. Williams
(2)(3) (Exhibit 10.8)
10.10 Employment Agreement between the Registrant and Henry B. Freeman
(2)(3) (Exhibit 10.10)
10.11 Employment Agreement between the Registrant and Ron D. Kessinger
(2)(3) (Exhibit 10.11)
10.13 Proportional Reinsurance Agreement between Triad Guaranty Insurance
Corporation and PMI Mortgage Insurance Co. (4) (Exhibit 10.13)
10.14 Quota Share Reinsurance Agreement between Triad Guaranty Insurance
Corporation and Axa Reassurance SA (4) (Exhibit 10.14)
10.15 Excess of Loss Reinsurance Agreement between Triad Guaranty Insurance
Corporation and Aon Re Inc. (5) (Exhibit 10.15)
* 10.16 Economic Value Added Incentive Bonus Program (Senior Management)
(Exhibit 10.16)
54
<PAGE>
* 10.17 Amendment to Employment Agreement between the Registrant and Darryl
W. Thompson (3) (Exhibit 10.17)
* 10.18 Amendment to Employment Agreement between the Registrant and John H.
Williams (3)(Exhibit 10.18)
* 10.19 Amendment to Employment Agreement between the Registrant and Henry B.
Freeman (3)(Exhibit 10.19)
* 10.20 Amendment to Employment Agreement between the Registrant and Ron D.
Kessinger (3)(Exhibit 10.20)
* 11.1 Statement Re Computation of Net Income per share (Exhibit 11.1)
* 21.1 Subsidiaries of the Registrant (Exhibit 21.1)
* 23.1 Consent of Ernst & Young LLP (Exhibit 23.1)
* 27.1 Financial Data Schedule (Exhibit 27.1)
- -----------------
* Filed Herewith.
(1) Incorporated by reference to the exhibit identified in parentheses, filed
as an exhibit in the Registrant's Registration Statement on Form S-1 filed
October 22, 1993 and amendments thereto.
(2) Incorporated by reference to the exhibit identified in parentheses, filed
as an exhibit in the 1993 Form 10-K.
(3) Denotes management contract or compensatory plan of arrangement required to
be filed as an exhibit to this report pursuant to Item 601 of Regulation
S-K.
(4) Incorporated by reference to the exhibit identified in parentheses, filed
as an exhibit in the 1994 Form 10-K.
(5) Incorporated by reference to the exhibit identified in parentheses, filed
as an exhibit in the 1995 Form 10-K.
55
<PAGE>
Report of Independent Auditors
Board of Directors
Triad Guaranty Inc.
We have audited the accompanying consolidated balance sheets of Triad Guaranty
Inc. and subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of income, changes in stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 1996. 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 consolidated financial position of Triad Guaranty
Inc. and subsidiaries at December 31, 1996 and 1995, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1996 in conformity with generally accepted
accounting principles.
Ernst & Young LLP
January 21, 1997
56
<PAGE>
Triad Guaranty Inc.
Consolidated Balance Sheets
December 31
1996 1995
---- ----
Assets
Invested assets:
Securities available-for-sale, at fair value:
Fixed maturities (amortized cost: 1996-
$86,069,753; 1995-$73,704,771) .............. $ 87,229,855 $ 76,093,199
Equity securities (cost: 1996-$6,267,076;
1995-$5,392,760)............................. 7,494,817 5,659,026
Short-term investments ........................ 3,302,125 4,226,207
------------ ------------
98,026,797 85,978,432
Cash ............................................. 360,586 199,241
Accrued investment income ........................ 1,126,642 895,657
Deferred policy acquisition costs ................ 10,198,397 7,576,684
Property and equipment, at cost less accumulated
depreciation (1996-$956,538; 1995-$562,485) ... 1,705,389 1,340,052
Prepaid reinsurance premiums ..................... 300,200 2,039,240
Reinsurance recoverable .......................... 153,274 271,106
Other assets ..................................... 531,238 716,837
------------ ------------
Total assets ..................................... $112,402,523 $ 99,017,249
============ ============
57
<PAGE>
December 31
1996 1995
---- ----
Liabilities and stockholders' equity
Liabilities:
Losses and loss adjustment expenses .................. $ 6,305,397 $ 4,589,103
Unearned premiums .................................. 8,216,478 9,086,274
Amounts payable to reinsurer ....................... 1,993 71,437
Current taxes payable .............................. 1,596 39,931
Deferred income taxes .............................. 4,276,081 2,708,572
Unearned ceding commission ......................... 80,573 620,115
Accrued expenses and other liabilities ............. 1,840,369 1,460,475
----------- -----------
Total liabilities .................................... 20,722,487 18,575,907
Commitments and contingencies (Note 5 and 7)
Stockholders' equity:
Preferred stock, par value $.01 per share -
authorized 1,000,000 shares, no shares
issued and outstanding ........................... -- --
Common stock, par value $.01 per share - authorized
10,000,000 shares, 6,645,361 issued and
outstanding shares at December 31, 1996 and
4,418,939 at December 31, 1995 .................... 66,453 44,189
Additional paid-in capital ....................... 59,346,832 59,141,808
Unrealized gain on available-for-sale securities, net
of income tax liability of $823,287 at December 31,
1996 and $889,387 at December 31, 1995 ............ 1,568,800 1,732,209
Retained earnings ................................... 30,697,951 19,523,136
------------ -----------
Total stockholders' equity .......................... 91,680,036 80,441,342
------------ -----------
Total liabilities and stockholders' equity .......... $112,402,523 $99,017,249
============ ===========
See accompanying notes.
58
<PAGE>
Triad Guaranty Inc.
Consolidated Statements of Income
<TABLE>
<CAPTION>
Year ended December 31
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Revenue:
Premiums written:
Direct ........................................ $ 26,151,650 $ 18,889,933 $ 16,172,354
Assumed ....................................... 26,222 33,891 37,753
Ceded ......................................... (2,216,417) (3,923,625) (4,034,036)
------------ ------------ ------------
Net premiums written ........................... 23,961,455 15,000,199 12,176,071
Change in unearned premiums .................... 766,286 477,841 (1,177,376)
------------ ------------ ------------
Earned premiums .................................... 24,727,741 15,478,040 10,998,695
Net investment income .............................. 5,446,672 4,836,461 4,180,876
Net realized investment (losses) gains ............. (162,385) 172,992 (162,723)
Other income ....................................... -- 261 5,111
------------ ------------ ------------
30,012,028 20,487,754 15,021,959
Losses and expenses:
Losses and loss adjustment expenses ............ 3,444,354 2,691,608 1,610,625
Reinsurance recoveries ......................... (165,224) (474,822) (348,602)
------------- ------------- ------------
Net losses and loss adjustment expenses ............ 3,279,130 2,216,786 1,262,023
Amortization of deferred policy acquisition costs .. 3,234,876 2,289,121 1,725,902
Other operating expenses (net of acquisition
costs deferred) ................................. 7,259,271 4,752,934 3,658,258
------------ ------------- -------------
13,773,277 9,258,841 6,646,183
------------ ------------- -------------
Income before income taxes ......................... 16,238,751 11,228,913 8,375,776
Income taxes:
Current ......................................... (37,292) 38,717 15,815
Deferred ........................................ 5,079,077 3,431,304 2,578,098
------------- ------------ ------------
5,041,785 3,470,021 2,593,913
------------- ------------ ------------
Net income ...................................... $ 11,196,966 $ 7,758,892 $ 5,781,863
============ ============ ============
Earnings per common and common equivalent share:
Primary ...................................... $ 1.69 $ 1.17 $ 0.87
Fully diluted ................................ 1.63 1.15 0.87
============ ============ ============
Shares used in computing earnings per common
and common equivalent share:
Primary ...................................... 6,638,927 6,628,409 6,651,482
Fully diluted ................................ 6,888,925 6,753,722 6,653,595
============ ============ ============
</TABLE>
See accompanying notes
59
<PAGE>
Triad Guaranty Inc.
Consolidated Statements of Changes in Stockholders' Equity
<TABLE>
<CAPTION>
Unrealized
Gain (Loss)
Additional on Available-
Common Paid-In for-Sale Retained Deferred
Stock Capital Securities Earnings Compensation Total
----- ------- ---------- -------- ------------ -----
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1993 .......... $ 44,355 $ 59,281,834 $ (5,849) $ 5,982,381 $(576,791) $ 64,725,930
Net income ........................... -- -- -- 5,781,863 -- 5,781,863
Adjustment to beginning balance for
change in accounting method net
of income tax liability of $907 .... -- -- 1,761 -- -- 1,761
Change in unrealized loss ............ -- -- (628,789) -- -- (628,789)
Amortization of deferred
compensation ....................... -- -- -- -- 427,252 427,252
Retirement of common stock ........... (166) (199,824) -- -- -- (199,990)
-------- ------------ ----------- ------------ --------- ------------
Balance at December 31, 1994 .......... 44,189 59,082,010 (632,877) 11,764,244 (149,539) 70,108,027
Net income ........................... -- -- -- 7,758,892 -- 7,758,892
Amortization of deferred
compensation ....................... -- -- -- -- 149,539 149,539
Tax benefit on restricted stock ...... -- 59,798 -- -- -- 59,798
Change in unrealized (loss) gain ..... -- -- 2,365,086 -- -- 2,365,086
-------- ------------ ----------- ------------ --------- ------------
Balance at December 31, 1995 .......... 44,189 59,141,808 1,732,209 19,523,136 -- 80,441,342
Net income ........................... -- -- -- 11,196,966 -- 11,196,966
Issuance of 11,316 shares of
common stock under stock
option plans ....................... 113 205,536 -- -- -- 205,649
Three-for-two stock split effected
in the form of a 50% stock
dividend .......................... 22,151 -- -- (22,151) -- --
Retirement of common stock ........... -- (512) -- -- -- (512)
Change in unrealized gain ............ -- -- (163,409) -- -- (163,409)
-------- ------------ ----------- ------------ --------- -------------
Balance at December 31, 1996 .......... $ 66,453 $ 59,346,832 $ 1,568,800 $ 30,697,951 $ -- $ 91,680,036
======== ============ =========== ============ ========= ============
</TABLE>
See accompanying notes.
60
<PAGE>
Triad Guaranty Inc.
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Year ended December 31
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Net income ............................................ $ 11,196,966 $ 7,758,892 $ 5,781,863
Adjustments to reconcile net income to net cash
provided by operating activities:
Loss and unearned premium reserves ............... 846,498 618,079 2,027,848
Accrued expenses and other liabilities ........... 362,459 229,364 34,898
Current taxes payable ............................ (38,335) 26,118 (13,187)
Amounts due to/from reinsurer .................... 1,787,428 125,574 (200,179)
Accrued investment income ........................ (230,985) (104,490) (180,268)
Policy acquisition costs deferred ................ (5,856,589) (3,994,830) (3,660,581)
Amortization of policy acquisition costs ......... 3,234,876 2,289,121 1,725,902
Net realized investment (gains) losses ........... 162,385 (172,992) 162,723
Provision for depreciation ....................... 394,282 329,758 190,475
Amortization of bond discount .................... (591,336) (555,771) (462,350)
Amortization of deferred compensation ............ -- 149,539 427,252
Deferred income taxes ............................ 1,573,810 170,955 1,035,946
Unearned ceding commission ....................... (539,542) (86,623) (14,585)
Other assets ..................................... 171,949 (291,593) (178,853)
------------ ------------ ------------
Net cash provided by operating activities ............. 12,473,866 6,491,101 6,676,904
Investing activities:
Securities available-for-sale:
Purchases - fixed maturities ....................... (19,823,655) (16,552,078) (4,855,661)
Sales - fixed maturities .......................... 8,036,070 12,960,894 6,852,379
Purchases - equities ............................... (2,732,179) (2,222,254) (370,545)
Sales - equities ................................... 1,838,226 1,781,793 320,984
Securities held-to-maturity:
Purchases .......................................... -- -- (13,620,269)
Sales .............................................. -- -- 306,472
Maturities ......................................... -- -- 4,184,053
Purchases of property and equipment ................ (760,202) (467,526) (896,571)
------------ ------------ ------------
Net cash used in investing activities .............. (13,441,740) (4,499,171) (8,079,158)
Financing activities
Proceeds from exercise of stock options ............ 205,649 -- --
Retirement of common stock ......................... (512) -- (199,990)
------------ ------------ ------------
Net cash provided by (used in) financing activities 205,137 -- (199,990)
------------ ------------ ------------
Net change in cash and short-term investments ......... (762,737) 1,991,930 (1,602,244)
Cash and short-term investments at beginning of year .. 4,425,448 2,433,518 4,035,762
------------ ------------ ------------
Cash and short-term investments at end of year ........ $ 3,662,711 $ 4,425,448 $ 2,433,518
============ ============ ============
Supplemental schedule of cash flow information:
Cash paid during the period for income taxes and
United States Mortgage Guaranty Tax and Loss Bonds . $ 3,348,000 $ 3,260,349 $ 1,545,000
============ ============ ============
</TABLE>
See accompanying notes.
61
<PAGE>
Triad Guaranty Inc.
Notes to Consolidated Financial Statements
December 31, 1996
1. ACCOUNTING POLICIES
NATURE OF BUSINESS
Triad Guaranty Inc. (the "Company") is a holding company which, through its
wholly-owned subsidiary, Triad Guaranty Insurance Corporation ("Triad"),
provides private mortgage insurance coverage in the United States to mortgage
lenders to protect the lender against loss from defaults on low down payment
residential mortgage loans.
BASIS OF PRESENTATION
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which vary in some respects from
statutory accounting practices which are prescribed or permitted by the various
insurance departments.
CONSOLIDATION
The consolidated financial statements include the amounts of Triad Guaranty Inc.
and its wholly-owned subsidiaries, Triad Guaranty Insurance Corporation
("Triad") and Triad Guaranty Assurance Corporation ("TGAC"), a wholly-owned
subsidiary of Triad Guaranty Insurance Corporation. All significant intercompany
accounts and transactions have been eliminated.
USE OF ESTIMATES
The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.
62
<PAGE>
Triad Guaranty Inc.
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
Investments
Financial Accounting Standards Board ("FASB") Statement 115, "Accounting for
Certain Investments in Debt and Equity Securities", was adopted by the Company
as of January 1, 1994. Under Statement 115, securities are classified as
available-for-sale, held-to-maturity, or trading. Securities classified as
available-for-sale are carried at fair value and unrealized gains and losses on
such securities are reported as a separate component of stockholders' equity.
Securities classified as held-to-maturity are carried at cost, adjusted for
amortization of premium or discount. The Company does not have any securities
classified as trading.
In 1995, the Company reclassified its entire fixed maturity investment portfolio
as available-for-sale. As a result, fixed maturities with an amortized cost of
$61,707,011 previously classified as held-to-maturity were reclassified as
available-for-sale. This transfer resulted in an unrealized gain of $532,792.
This change in the reporting classification of investments had no effect on net
income. This reclassification of investments was made to provide management
greater flexibility in managing the investment portfolio on a total return
basis.
Fair value generally represents quoted market value prices for securities traded
in the public market or prices analytically determined using bid or closing
prices for securities not traded in the public marketplace. Realized investment
gains or losses are determined primarily on a specific identification basis and
are included in net income. Short-term investments are defined as short-term
highly liquid investments both readily convertible to known amounts of cash and
having maturities of three months or less upon acquisition by the Company.
DEFERRED POLICY ACQUISITION COSTS
The costs of acquiring new business, principally commissions and certain policy
underwriting and issue costs, which generally vary with and are primarily
related to the production of new business, are deferred. Amortization of such
policy acquisition costs is charged to expense in proportion to premium revenue
recognized over the estimated policy life. The Company reviews the persistency
of policies in force and makes appropriate adjustments to reflect policy
cancellations.
63
<PAGE>
Triad Guaranty Inc.
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
Property and Equipment
Property and equipment is recorded at cost and is amortized principally on a
straight-line basis over the estimated useful lives of depreciable assets.
Property and equipment primarily consists of furniture and equipment, and
computer hardware and software.
LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES
Reserves are provided for the estimated costs of settling claims in respect of
loans reported to be in default and estimates of loans in default which have not
been reported to the Company. Consistent with industry accounting practices, the
Company does not establish loss reserves for future claims on insured loans
which are not currently in default. Loss reserves are established by management
using historical experience and by making various assumptions and judgments
about the ultimate amount to be paid on loans in default. The estimates are
continually reviewed and, as adjustments to these liabilities become necessary,
such adjustments are reflected in current operations.
REINSURANCE
Certain premiums and losses are assumed from and ceded to other insurance
companies under various reinsurance agreements. Reinsurance premiums, claim
reimbursement and reserves related to reinsurance business are accounted for on
a basis consistent with those used in accounting for the original policies
issued and the terms of the reinsurance contracts. The Company receives a ceding
commission in connection with ceded reinsurance. The ceding commission is earned
on a monthly pro rata basis in the same manner as the premium and is recorded as
a reduction of other operating expenses. The reinsurance treaties provide for
profit commissions on ceded reinsurance based on the loss ratio associated with
the business ceded.
INCOME TAXES
The Company uses the asset and liability method of accounting for income taxes.
Under the asset and liability method, deferred tax assets, net of a valuation
allowance, and deferred tax 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. Deferred tax assets and liabilities are measured
64
<PAGE>
Triad Guaranty Inc.
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
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, and
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.
INCOME RECOGNITION
The Company writes policies that are guaranteed renewable contracts at the
borrower's option on single premium, annual premium, and monthly premium bases.
For annual payment policies, the first year premium exceeds the renewal premium.
The Company does not have the option to reunderwrite these contracts. Premiums
written on annual policies are earned on a monthly pro rata basis. Single
premium policies covering more than one year are amortized over the estimated
policy life in accordance with the expiration of risk. Premiums written on a
monthly basis are earned when received.
STOCK OPTIONS
The Company grants stock options for a fixed number of shares to employees with
an exercise price equal to or greater than the fair value of the shares at the
date of grant. The Company accounts for stock option grants in accordance with
APB Opinion No. 25, "Accounting for Stock Issued to Employees", and,
accordingly, recognizes no compensation expense for the stock option grants.
EARNINGS PER SHARE
Primary and fully diluted earnings per share are based on the weighted average
daily number of shares outstanding. For both primary and fully diluted earnings
per share, computation of the weighted average daily number of shares
outstanding includes common stock equivalents. Common stock equivalents include
stock options that have a dilutive effect on earnings per share.
THREE-FOR-TWO STOCK SPLIT
The Company had a three-for-two stock split in 1996 in the form of a 50% stock
dividend. All earnings per share amounts and stock option information prior to
the stock split have been restated to reflect post-split amounts.
65
<PAGE>
Triad Guaranty Inc.
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS
The amortized cost and the fair value of investments are as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
At December 31, 1996:
Available-for-sale securities:
Fixed maturity securities:
Corporate ................. $14,620,814 $ 427,065 $ 200,114 $14,847,765
U.S. Government ........... 9,311,329 360,899 16,484 9,655,744
Mortgage-backed ........... 16,545,818 84,823 381,003 16,249,638
State and municipal ....... 45,087,458 1,005,494 132,936 45,960,016
Public utilities .......... 504,334 12,358 -- 516,692
----------- ----------- ----------- -----------
Total ......................... 86,069,753 1,890,639 730,537 87,229,855
Equity securities ............. 6,267,076 1,294,831 67,090 7,494,817
----------- ----------- ----------- -----------
Total ......................... $92,336,829 $ 3,185,470 $ 797,627 $94,724,672
=========== =========== =========== ===========
At December 31, 1995:
Available-for-sale securities:
Fixed maturity securities:
Corporate ................. $15,644,995 $ 742,246 $ 145,726 $16,241,515
U.S. Government ........... 7,989,398 701,442 4,924 8,685,916
Mortgage-backed ........... 22,185,406 258,557 171,479 22,272,484
State and municipal ....... 27,379,579 998,293 14,025 28,363,847
Public utilities .......... 505,393 24,044 -- 529,437
----------- ----------- ----------- -----------
Total ......................... 73,704,771 2,724,582 336,154 76,093,199
Equity securities ............. 5,392,760 483,481 217,215 5,659,026
----------- ----------- ----------- -----------
Total ......................... $79,097,531 $ 3,208,063 $ 553,369 $81,752,225
=========== =========== =========== ===========
</TABLE>
66
<PAGE>
Triad Guaranty Inc.
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
The amortized cost and estimated fair value of investments in fixed maturity
securities, at December 31, 1996 are summarized by stated maturity as follows:
Available-for-Sale
Amortized Fair
Cost Value
---- -----
Maturity:
One year or less .................... $ 893,996 $ 909,220
After one year through five years... 17,881,055 18,532,049
After five years through ten years... 22,790,389 23,352,846
After ten years ..................... 27,958,495 28,186,102
Mortgage-backed securities .......... 16,545,818 16,249,638
----------- -----------
Total ................................ $86,069,753 $87,229,855
=========== ===========
Realized gains and losses on sales of investments are as follows:
Year ended December 31
1996 1995 1994
---- ---- ----
Securities available-for-sale:
Fixed maturity securities:
Gross realized gains ..... $ 28,425 $ 131,968 $ --
Gross realized losses .... (48,112) (202,123) (190,264)
Equity securities:
Gross realized gains ..... 86,607 208,061 24,244
Gross realized losses .... (106,244) (7,372) (31,073)
Other investments:
Gross realized gains ..... 30,509 96,056 109,340
Gross realized losses .... (153,570) (53,598) (74,970)
--------- --------- ---------
Net realized gains (losses) . $(162,385) $ 172,992 $(162,723)
========= ========= =========
Net unrealized gain (loss) on fixed maturity securities changed by $(1,228,326),
$6,689,443, and $(5,158,970) in 1996, 1995 and 1994, respectively; the
corresponding amounts for equity securities were $961,475, $495,328, and
$(222,766).
67
<PAGE>
Triad Guaranty Inc.
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
Major categories of the Company's net investment income are summarized as
follows:
Year ended December 31
1996 1995 1994
---- ---- ----
Income:
Fixed maturities .............. $5,260,073 $4,677,448 $4,038,291
Preferred stocks .............. 37,858 11,417 27,591
Common stocks ................. 236,715 234,249 258,744
Short-term investments ........ 6,118 27,153 20,795
Cash .......................... 116,343 125,934 76,346
---------- ---------- ----------
5,657,107 5,076,201 4,421,767
Expenses ....................... 210,435 239,740 240,891
---------- ---------- ----------
Net investment income .......... $5,446,672 $4,836,461 $4,180,876
========== ========== ==========
At December 31, 1996 and 1995, investments with an amortized cost of $6,214,410
and $6,167,722, respectively, were on deposit with state insurance departments
to satisfy regulatory requirements.
3. DEFERRED POLICY ACQUISITION COSTS
An analysis of deferred policy acquisition costs is as follows:
Year ended December 31
1996 1995 1994
---- ---- ----
Balance at beginning of year ......... $ 7,576,684 $ 5,870,975 $ 3,936,296
Acquisition costs deferred:
Sales compensation ............... 2,766,809 1,995,312 1,695,010
Underwriting and issue expenses .. 3,089,780 1,999,518 1,965,571
----------- ----------- -----------
5,856,589 3,994,830 3,660,581
Amortization of acquisition expenses . 3,234,876 2,289,121 1,725,902
----------- ----------- -----------
Net increase ......................... 2,621,713 1,705,709 1,934,679
----------- ----------- -----------
Balance at end of year ............... $10,198,397 $ 7,576,684 $ 5,870,975
=========== =========== ===========
68
<PAGE>
Triad Guaranty Inc.
Notes to Consolidated Financial Statements (continued)
4. RESERVE FOR UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES
Activity for the reserve for unpaid losses and loss adjustment expenses for
1996, 1995 and 1994 are summarized as follows:
1996 1995 1994
---- ---- ----
Reserve for losses and loss
adjustment expenses at January 1,
net of reinsurance recoverables
of $885,852, $697,393, and ,
$450,763 in 1996, 1995, and 1994
respectively .........................$ 3,703,251 $ 2,466,461 $ 1,804,574
Incurred losses and loss adjustment
expenses net of reinsurance
recoveries (principally in respect
of default notices occurring in):
Current year ..................... 4,673,130 3,190,786 2,053,023
Redundancy on prior years ........ (1,394,000) (974,000) (791,000)
----------- ----------- -----------
Total incurred losses and loss
adjustment expenses .................. 3,279,130 2,216,786 1,262,023
Loss and loss adjustment expense
payments net of reinsurance recoveries
(principally in respect of default
notices occurring in):
Current year ..................... 166,717 215,996 85,136
Prior years ...................... 841,000 764,000 515,000
----------- ----------- -----------
Total loss and loss adjustment expense
payments ............................ 1,007,717 979,996 600,136
----------- ----------- -----------
Reserve for losses and loss adjustment
expenses at December 31, net of
reinsurance recoverables of $330,733,
$885,852, and $697,393 in 1996, 1995
and 1994, respectively ...............$ 5,974,664 $ 3,703,251 $ 2,466,461
=========== =========== ===========
The foregoing reconciliation shows a redundancy in reserves has emerged for each
of the years presented. These redundancies resulted principally from settling
case-basis reserves for amounts less than expected or reducing incurred but not
reported reserves on default notices occurring in prior years.
69
<PAGE>
Triad Guaranty Inc.
Notes to Consolidated Financial Statements (continued)
5. COMMITMENTS
The Company leases certain office facilities and equipment under operating
leases. Rental expense for all leases was $609,215, $512,692, and $354,149 for
1996, 1995 and 1994, respectively. Future minimum payments under noncancellable
operating leases at December 31, 1996 are as follows:
1997 $ 520,642
1998 494,067
1999 465,767
2000 376,906
2001 249,821
Thereafter 118,965
-----------
$ 2,226,168
===========
6. FEDERAL INCOME TAXES
Triad purchases ten-year non-interest bearing United States Mortgage Guaranty
Tax and Loss Bonds in lieu of paying federal income taxes. At December 31, 1996
and 1995, Triad was obligated to purchase $335,408 and $0, respectively, of
United States Mortgage Guaranty Tax and Loss Bonds.
Income tax expense differed from the amounts computed by applying the Federal
statutory income tax rate to income before taxes as follows:
1996 1995 1994
---- ---- ----
Income tax computed at statutory rate ... $ 5,683,563 $ 3,817,830 $ 2,847,764
Increase (decrease) in taxes
resulting from:
Tax-exempt interest ................. (751,407) (352,486) (266,372)
Other ............................... 109,629 4,677 12,521
----------- ----------- -----------
Income tax expense ...................... $ 5,041,785 $ 3,470,021 $ 2,593,913
=========== =========== ===========
70
<PAGE>
Triad Guaranty Inc.
Notes to Consolidated Financial Statements (continued)
6. FEDERAL INCOME TAXES (CONTINUED)
The tax effects of temporary differences that give rise to significant portions
of deferred tax assets and deferred tax liabilities at December 31, 1996 and
1995 are presented below:
1996 1995
---- ----
Deferred tax liabilities:
Statutory contingency reserve .............. $10,708,063 $ 6,635,584
Deferred policy acquisition costs .......... 3,518,447 2,576,071
Prepaid reinsurance premiums ............... 159,792 717,407
Amounts payable to reinsurer ............... 169,947 312,661
Fixed maturities ........................... 168,895 122,937
Unrealized investment gain ................. 823,287 889,387
Other ...................................... 223,621 186,796
----------- -----------
Total deferred tax liabilities ............. 15,772,052 11,440,843
Deferred tax assets:
United States Mortgage Guaranty Tax and
Loss Bonds .............................. 9,994,366 6,646,366
Unearned premiums .......................... 706,015 1,196,605
Unearned ceding commission ................. 27,798 210,839
Losses and loss adjustment expenses ........ 602,109 424,433
Other ...................................... 165,683 254,028
----------- -----------
Total deferred tax assets .................. 11,495,971 8,732,271
----------- -----------
Net deferred tax liability ................. $ 4,276,081 $ 2,708,572
=========== ===========
7. INSURANCE IN FORCE, DIVIDEND RESTRICTION AND STATUTORY RESULTS
Approximately 50% of Triad's net risk in force is concentrated in four states
including 18% in Georgia, 16% in Illinois, 10% in Florida and 6% in North
Carolina. While Triad continues to diversify its risk in force geographically, a
prolonged recession in its high concentration areas could result in higher
incurred losses and loss adjustment expenses for Triad.
Insurance regulations limit the writing of mortgage guaranty insurance to an
aggregate amount of insured risk no greater than twenty-five times the total of
statutory capital and surplus and the statutory contingency reserve. The amount
of net risk for insurance in force at December 31, 1996 and 1995, as presented
below, was computed by applying the various percentage settlement options to the
insurance in force amounts based on the original insured amount of the loan.
Triad's ratio is as follows:
71
<PAGE>
Triad Guaranty Inc.
Notes to Consolidated Financial Statements (continued)
7. INSURANCE IN FORCE, DIVIDEND RESTRICTION AND STATUTORY RESULTS (CONTINUED)
1996 1995
---- ----
Net risk .................... $1,452,824,414 $ 869,650,148
============== ==============
Statutory capital and surplus $ 57,070,475 $ 55,951,158
Contingency reserve ...... 35,072,109 22,297,737
-------------- --------------
Total ....................... $ 92,142,584 $ 78,248,895
============== ==============
Risk-to-capital ratio ....... 15.8 to 1 11.1 to 1
============== ==============
Triad and TGAC are each required under the Illinois Insurance Code (the "Code")
to maintain minimum statutory capital and surplus of $5,000,000. The Code
permits dividends to be paid only out of earned surplus, and also requires prior
approval of extraordinary dividends. An extraordinary dividend is any dividend
or distribution of cash or other property, the fair market value of which,
together with that of other dividends or distributions made within a period of
twelve consecutive months, exceeds the greater of (a) ten percent of statutory
surplus as regards policyholders, or (b) statutory net income for the calendar
year preceding the date of the dividend. Net income as determined in accordance
with statutory accounting practices was $13,369,769, $9,337,430, and $6,196,417
for the years ended December 31, 1996, 1995 and 1994, respectively. At December
31, 1996, none of the Company's equity can be paid out in dividends to the
stockholders because the earned surplus of Triad, on a statutory basis, was a
deficit of $1,347,326. This deficit is principally the result of providing for
the statutory contingency reserve.
8. RELATED PARTY TRANSACTIONS
The Company and Triad pay affiliated companies for management, investment, and
other services. The total expense incurred for such items was $303,555, $438,200
and $430,004 in 1996, 1995 and 1994, respectively. Management believes that the
expenses incurred for such services approximate costs that the Company would
have incurred if those services had been provided by unaffiliated third parties.
72
<PAGE>
Triad Guaranty Inc.
Notes to Consolidated Financial Statements (continued)
9. EMPLOYEE BENEFIT PLAN
Substantially all employees participate in the Company's 401(k) Profit Sharing
Plan. Under the plan, employees elect to defer a portion of their wages, with
the Company matching deferrals at the rate of 50% of the first 8% of the
employee's salary deferred. The Company contributed $123,699, $81,675, and
$41,779 for the years ended December 31, 1996, 1995 and 1994, respectively, to
the plan.
10. REINSURANCE
Certain premiums and losses are assumed from and ceded to other insurance
companies under various reinsurance agreements. The ceding agreement principally
provides Triad with increased capacity to write business and achieve a more
favorable geographic dispersion of risk.
Effective January 1, 1996, Triad eliminated quota share reinsurance on new
business and recaptured substantial portions of its coverage on renewal
business. At the date of recapture, Triad received approximately $1,100,000 and
re-established reserves, unearned premiums and deferred acquisition costs for
the previously ceded business with no net effect on income. Also effective
January 1, 1996, Triad obtained $25,000,000 in excess of loss reinsurance
designed to provide reinsurance protection in the event of catastrophic levels
of losses.
Reinsurance activity for the years ended December 31, 1996 and 1995 is as
follows:
1996 1995
---- ----
Earned premiums ceded .... $2,319,927 $4,252,954
Losses ceded ............. 165,224 474,822
Earned premiums assumed... 29,012 32,475
Losses assumed ........... 99,910 41,447
Reinsurance contracts do not relieve Triad from its obligations to
policyholders. Failure of the reinsurer to honor its obligation could result in
losses to Triad; consequently, allowances are established for amounts deemed
uncollectible. Triad evaluates the financial condition of its reinsurers and
monitors credit risk arising from similar geographic regions, activities, or
economic characteristics of its reinsurers to minimize its exposure to
significant losses from reinsurer insolvency.
73
<PAGE>
Triad Guaranty Inc.
Notes to Consolidated Financial Statements (continued)
11. LONG-TERM STOCK INCENTIVE PLAN
In August 1993 the Company adopted the 1993 Long-Term Stock Incentive Plan (the
"Plan"). Under the Plan, directors, officers and employees are eligible to be
granted various stock-based awards. The number of shares of common stock which
may be issued or sold or for which options or stock appreciation rights may be
granted under the Plan is 1,050,000 shares.
Summarized below is information concerning the issuance of stock options, with
all shares and weighted-average exercise prices restated to reflect the
three-for-two stock split in 1996:
Weighted-
Average
Number of Option Exercise
Shares Price Price
------ ----- -----
1994
Outstanding, beginning of year ... 283,500 $10.67 - $13.87 $ 12.49
Granted .......................... 1,500 11.83 11.83
Exercised ........................ -- -- --
Outstanding, end of year ......... 285,000 10.67 - 13.87 12.48
Exercisable, end of year ......... 190,500 10.67 - 13.87 12.48
1995
Granted .......................... 113,925 9.17 - 17.83 11.69
Exercised ........................ -- -- --
Outstanding, end of year ......... 398,925 9.17 - 17.83 12.26
Exercisable, end of year ......... 319,475 9.17 - 13.87 12.33
1996
Granted .......................... 119,627 17.67 - 30.25 22.94
Exercised ........................ 16,974 10.67 - 13.87 12.11
Forfeited ........................ 4,731 11.92 - 22.97 19.12
Outstanding, end of year ......... 496,847 9.17 - 30.25 14.77
Exercisable, end of year ......... 369,117 9.17 - 22.97 13.08
74
<PAGE>
Triad Guaranty Inc.
Notes to Consolidated Financial Statements (continued)
11. LONG-TERM STOCK INCENTIVE PLAN (CONTINUED)
At December 31, 1996, 972,276 shares of the Company's common stock were reserved
and 475,429 shares were available for issuance under the Plan. The weighted
average remaining contractual life of the options outstanding at December 31,
1996 is 7.5 years.
The options issued under the Plan in 1995 and 1996 vest over three years.
Certain of the options immediately vest in the event of a change in control of
the Company. Options granted under the Plan terminate no later than 10 years
following the date of grant.
In 1993, 60,750 shares of restricted stock awards were granted without payment
to executive officers of the Company. One-half of the restricted stock awards
became vested and were transferred on January 1, 1995 and the remainder of the
restricted stock awards became vested and transferred on January 1, 1996.
The fair value of options granted in 1995 and 1996 have been estimated at the
date of grant using a Black-Scholes pricing model. The effect of applying the
fair value method of FASB Statement No. 123, Accounting for Stock-Based
Compensation to the Company's stock-based awards results in net income and
earnings per share that are not materially different from reported amounts;
therefore, Statement 123 pro forma disclosures are not made.
12. UNAUDITED QUARTERLY FINANCIAL DATA
The following is a summary of the unaudited quarterly results of operations for
the years ended December 31, 1996 and 1995 (in thousands except per share data):
1996 Quarter
----------------------------------
First Second Third Fourth Year
----- ------ ----- ------ ----
Net premiums written ... $ 5,073 $ 5,559 $ 6,684 $ 6,645 $23,961
Earned premiums ........ 5,479 5,763 6,513 6,973 24,728
Net investment income... 1,279 1,364 1,368 1,435 5,446
Net losses incurred .... 653 614 1,013 999 3,279
Underwriting and other
expenses ............ 2,387 2,590 2,658 2,859 10,494
Net income ............. 2,549 2,652 2,889 3,107 11,197
Primary EPS ............ .39 .40 .42 .45 1.69
Fully diluted EPS ...... .38 .39 .42 .45 1.63
75
<PAGE>
Triad Guaranty Inc.
Notes to Consolidated Financial Statements (continued)
12. UNAUDITED QUARTERLY FINANCIAL DATA (CONTINUED)
1995 Quarter
----------------------------------
First Second Third Fourth Year
----- ------ ----- ------ ----
Net premiums written ... $ 2,952 $ 3,733 $ 3,997 $ 4,318 $15,000
Earned premiums ........ 3,448 3,639 3,971 4,420 15,478
Net investment income... 1,199 1,142 1,224 1,271 4,836
Net losses incurred .... 428 418 561 810 2,217
Underwriting and other
expenses ............ 1,728 1,704 1,717 1,893 7,042
Net income ............. 1,732 1,936 2,005 2,086 7,759
Primary EPS ............ .26 .29 .30 .31 1.17
Fully diluted EPS ...... .26 .29 .30 .31 1.15
76
<PAGE>
Schedule I
Summary of Investments- Other Than Investments in Related Parties
Triad Guaranty Inc.
December 31, 1996
Amount at
Which
Shown in
Amortized Market Balance
Type of Investment Cost Value Sheet
- ------------------ ---- ----- -----
(dollars in thousands)
Fixed maturity securities, available-for-sale:
Bonds:
U.S. Government obligations ................. $ 9,311 $ 9,656 $ 9,656
Mortgage-backed securities .................. 16,546 16,250 16,250
State and municipal bonds ................... 45,088 45,960 45,960
Corporate bonds ............................. 14,621 14,848 14,848
Public utilities ............................ 504 516 516
------ ------ ------
Total ......................................... 86,070 87,230 87,230
------ ------ ------
Equity securities, available-for-sale:
Common stocks:
Public utilities .......................... 632 693 693
Industrial & miscellaneous ................ 4,585 5,734 5,734
Preferred Stock ............................... 1,050 1,068 1,068
------ ------ -----
Total ........................................ 6,267 7,495 7,495
------ ------ -----
Short-term investments ........................... 3,302 3,302 3,302
------ ------ -----
Total investments other than investments in
related parties .................................. $95,639 $98,027 $98,027
======= ======= =======
77
<PAGE>
Schedule II - Condensed Financial Information of Registrant
Condensed Balance Sheets
Triad Guaranty Inc.
(Parent Company)
December 31
1996 1995
---- ----
(dollars in thousands)
Assets:
Investment in subsidiaries ...................... $91,136 $79,963
Cash and short-term investments ................. 534 312
Deferred income taxes ........................... 0 151
Other assets .................................... 16 36
------- -------
Total assets .................................... $91,686 $80,462
======= =======
Liabilities and stockholders' equity:
Liabilities:
Current taxes payable ........................... $ 1 $ 1
Accrued expenses and other liabilities .......... 5 20
------- -------
Total liabilities ............................... 6 21
Stockholders' equity:
Common stock .................................... 66 44
Additional paid-in capital ...................... 59,347 59,142
Unrealized gain on invested assets
(all fromsubsidiaries) .......................... 1,569 1,732
Retained earnings ............................... 30,698 19,523
------- -------
Total stockholders' equity ......................... 91,680 80,441
------- -------
Total liabilities and stockholders' equity ......... $91,686 $80,462
======= =======
See notes to condensed financial statements
78
<PAGE>
Schedule II - Condensed Financial Information of Registrant
Condensed Statements of Income
Triad Guaranty Inc.
(Parent Company)
Year Ended December 31
1996 1995 1994
---- ---- ----
(dollars in thousands)
Revenues:
Net investment income ................... $ 17 $ 14 $ 17
------ ----- -----
17 14 17
------ ----- -----
Expenses:
Operating expenses ...................... 6 152 433
------ ----- -----
6 152 433
------ ----- -----
Income (loss) before federal
income taxes and equity in
undistributed income of subsidiaries ..... 11 (138) (416)
Federal income tax expense (benefit) ....... 151 22 (109)
------ ----- -----
Income (loss) before equity in
undistributed incomeofsubsidiaries ....... (140) (160) (307)
Equity in undistributed income of
subsidiaries.............................. 11,337 7,919 6,088
------ ----- -----
Net income ................................. $ 11,197 $ 7,759 $ 5,781
======== ======== ========
See notes to condensed financial statements
79
<PAGE>
Schedule II - Condensed Financial Information of Registrant
Condensed Statements of Cash Flows
Triad Guaranty Inc.
(Parent Company)
<TABLE>
<CAPTION>
Year Ended December 31
1996 1995 1994
---- ---- ----
(dollars in thousands)
<S> <C> <C> <C>
Net income ................................................. $ 11,197 $ 7,759 $ 5,781
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Equity in undistributed income of subsidiaries .......... (11,337) (7,919) (6,088)
Amortization of deferred compensation ................... 0 149 428
Decrease (Increase) in other assets ..................... 20 (14) 6
Decrease (increase) in deferred income taxes ............ 151 21 (113)
(Decrease) increase in current tax payable .............. -- (3) 4
Decrease in accrued expenses and other liabilities ...... (15) (18) (180)
-------- -------- --------
Net cash provided by (used in) operating activities ......... 16 (25) (162)
Financing Activities
Proceeds from exercise of stock options ................. 206 -- --
Retirement of common stock .............................. -- -- (200)
-------- -------- --------
Net cash provided by (used in) financing activities ......... 206 -- (200)
-------- -------- --------
Increase (decrease) in cash and short-term investments ...... 222 (25) (362)
Cash and short-term investments at beginning of year ........ 312 337 699
-------- -------- --------
Cash and short-term investments at end of year .............. $ 534 $ 312 $ 337
======== ======== ========
</TABLE>
See notes to condensed financial statements.
80
<PAGE>
Schedule II - Condensed Financial Information of Registrant
Triad Guaranty Inc.
(Parent Company)
Supplementary Notes
NOTE 1
In the parent company financial statements, the Company's investment in its
subsidiaries is stated at cost plus equity in undistributed earnings of the
subsidiaries. The Company's share of net income of its subsidiaries is included
in income using the equity method. The accompanying Parent Company financial
statements should be read in conjunction with the Consolidated Financial
Statements and Notes to Consolidated Financial Statements included as part of
this Form 10-K.
NOTE 2
Triad Guaranty Inc. (the "Company") is a holding company which, through its
wholly-owned subsidiary, Triad Guaranty Insurance Corporation ("Triad"),
provides private mortgage insurance coverage in the United States to mortgage
lenders to protect the lender against loss from defaults on low down payment
residential mortgage loans.
81
<PAGE>
Schedule IV - Reinsurance
Triad Guaranty Inc.
Mortgage Insurance Premium Earned
Years Ended December 31, 1996, 1995 and 1994
Ceded To Assumed Percentage of
Gross Other From Other Net Amount Assumed
Amount Companies Companies Amount to Net
------ --------- --------- ------ ------
(dollars in thousands)
1996.... $27,019 $2,320 $ 29 $24,728 0.1%
1995.... $19,699 $4,253 $ 32 $15,478 0.2%
1994.... $15,044 $4,092 $ 47 $10,999 0.4%
82
Exhibit 10.16
ECONOMIC VALUE ADDED INCENTIVE BONUS PROGRAM
(SENIOR MANAGEMENT)
This memorandum summarizes the Incentive Bonus Program established by the Board
of Directors of Triad Guaranty Inc. to provide to senior management incentives
to exert their best efforts on behalf of the Company and its shareholders. The
Program is administered by the Compensation Committee of the Board of Directors
which determines in its discretion those individuals who shall participate in
the Program. The Program is subject to change as determined by the Board.
Triad Guaranty Inc. and its subsidiaries (collectively referred to as the
"Company") is expected to provide a certain return to shareholders based on the
estimated current cost of capital including the market risk associated with an
investment in the Company's business. This rate of return may vary over time as
market conditions change. To the extent that the Company provides a rate of
return in excess of this "cost of capital," there has been economic value added
("EVA"*) to the Company. If the rate of return is less than the cost of capital,
then EVA is negative and value has been removed from the Company. The Board of
Directors has authorized linking incentive compensation for senior management to
this positive or negative result relative to an estimated cost of capital in the
form of an EVA incentive bonus program.
The dollar value of the EVA bonus pool established under this Program is
calculated in accordance with a formula established by the Board of Directors
which is tied to the Company's statutory cash flow statement plus components for
federal income taxes paid and depreciation. If the actual rate of return equals
the cost of capital in a given year, then there is no economic value added and
the incremental change in funds available for distribution from the pool will be
zero for that year. If the actual rate of return is less than the cost of
capital in a given year, then the funds available for distribution from the pool
may be reduced for that year.
The Board recognizes that overall EVA has been negative through calendar year
1996 and cannot be optimized until the Company's capital can be fully deployed
in operations. The Board further recognizes that the Company's initial public
offering resulted in capital which must be deployed over an extended period of
time given the Company's conservative underwriting philosophy and regulatory
constraints. As a result, the calculation of the bonus pool will be modified
during an interim and a transition period. During the interim period (when
overall EVA remains negative), the contribution to the pool will be calculated
<PAGE>
as a percentage of the improvement in EVA as determined by the Board rather than
a percentage of the overall EVA. During the transition period (the year in which
overall EVA first becomes positive), the contribution to the pool will be
calculated as a percentage of the improvement in EVA up to the cost of capital
and an additional percentage of the excess, also as determined by the Board.
Thereafter, the bonus pool will be calculated as a fixed percentage of overall
EVA which the Board will determine. The bonus pool will begin with a positive
balance representing a hypothetical carry forward from prior years.
If there is economic value added in a given year, there will ordinarily be a
credit to the bonus pool for that year. The payout will then be determined in
accordance with the established formula absent circumstances which, in the
judgment of the Compensation Committee, would cause it to reduce or suspend the
payout. The Board may from time to time establish criteria relating to the
circumstances which would affect such payout, including but not limited to the
percentage of the total bonus pool balance which would be paid out in any given
year.
As has been the Company's practice in years prior to the implementation of the
Company's EVA Incentive Bonus Program, a portion of any award is made in equity
or equity equivalents such as stock options. Any amounts awarded in a given year
will consist of a cash payment of a percentage of the award with the remainder
in a grant of restricted stock or stock options administered consistent with
existing stock option agreements.
The amount, if any, payable to each individual participant in the senior
management EVA Incentive Bonus Program will be based on that participant's
contribution to the Company during the year as determined by the Company's
Compensation Committee after considering the recommendations of the President
and Chairman. The participant must be actively employed with the Company at the
time the bonus is paid in order to be eligible for payment. No participant has a
legal, equitable or vested interest in any portion of the bonus pool. Any bonus
or portion of a bonus (whether cash or equity) which is forfeited by an
individual participant will remain in the pool for the benefit of remaining
participants. Bonus payments, if any, shall be made on or before the end of the
first calendar quarter for the preceding calendar year.
*EVA is a registered trademark of Stern Stewart & Co.
2
Exhibit 10.17
AMENDMENT
to
EMPLOYMENT AGREEMENT ("AGREEMENT")
between
TRIAD GUARANTY INSURANCE CORPORATION ("COMPANY")
and
DARRYL W. THOMPSON ("EMPLOYEE")
dated
OCTOBER 20, 1993
WHEREAS, Company and Employee are currently parties to the Agreement; and
WHEREAS, the parties desire to address changes in the treatment of bonus or
incentive compensation under the Agreement in view of the significant changes in
the Company's bonus programs since execution of the Agreement; and
WHEREAS, the parties desire to memorialize their understandings with
respect to these changes by amending the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter set forth, the parties hereto agree as follows:
1. The last paragraph of Section 7(c)(i) is amended by deleting the last
sentence of the paragraph in its entirety.
2. Section 7(c)(ii) of the Agreement is deleted in its entirety and the
following is substituted therefor:
"(ii)Notwithstanding anything contained herein to the contrary,
the Company also may terminate this Agreement and Employee's
employment hereunder for any reason whatsoever, upon no less than
sixty (60) days prior written notice to Employee. In the event that
the Company terminates this Agreement pursuant to the provisions of
this Section 7(c)(ii), Employee shall be entitled to receive his
salary up to the date of termination set forth in the notice of
termination and a severance payment equal to 200% of the total annual
salary paid to Employee by the Company and/or TGI during the two
calendar years prior to the year of termination (the "Severance
Payment"). At the option of the Company, the Severance Payment shall
be payable either in a lump sum cash payment or in twenty-four (24)
monthly installments commencing on the first day of the month
following termination of this Agreement. If for any reason any court
determines that any of the restrictions contained in Section 8 hereof
are not enforceable, the Company shall have no obligation to pay the
Severance Payment or any remaining installment thereof to Employee.
<PAGE>
3. Section 10(a) of the Agreement is deleted in its entirety and the
following is substituted therefor:
"(a) Change in Control Severance Compensation. Within two years
following a Change in Control (as defined below), in the event of (i)
a material and adverse change in the status or position of Employee as
an executive officer of the Company including, without limitation, a
material diminution in duties or responsibilities, except in
connection with the incapacity of Employee, (ii) the transfer or
relocation by the Company of the office of Employee which would
require Employee to be based more than 50 miles distant from the
location of his office immediately prior to such transfer or
relocation, or (iii) the discontinuance of any bonus or incentive
compensation plan for which the Company or TGI has determined Employee
to be eligible and which represents a material portion of the
Employee's annual compensation, Employee shall be entitled to
terminate this Agreement and his employment hereunder and receive from
the Company a payment equal to 200% of the total annual salary paid to
Employee by the Company and/or TGI during the two calendar years prior
to the year of termination (the "Change of Control Compensation"). At
the option of the Company, the Change in Control Compensation shall be
payable either in a lump sum cash payment or in twenty-four (24)
monthly installments commencing on the first day of the month
following termination of this Agreement. If for any reason any court
determines that any of the restrictions contained in Section 8 hereof
are not enforceable, the Company shall have no obligation to pay the
Change in Control Compensation or any remaining installment thereof to
Employee."
4. Except as expressly provided in this Amendment or as necessary to
effectuate its terms, the terms of the Agreement remain unchanged.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its
duly authorized officer and Employee has signed this Amendment to be effective
immediately upon execution by each of the parties.
COMPANY: EMPLOYEE:
TRIAD GUARANTY INSURANCE
CORPORATION
By:
-----------------------------------
Name (Printed): ----------------------------
----------------------- Darryl W. Thompson
Title:
-------------------------------- Date:
Date: -----------------------
---------------------------------
2
Exhibit 10.18
AMENDMENT
to
EMPLOYMENT AGREEMENT ("AGREEMENT")
between
TRIAD GUARANTY INSURANCE CORPORATION ("COMPANY")
and
JOHN H. WILLIAMS ("EMPLOYEE")
dated
OCTOBER 20, 1993
WHEREAS, Company and Employee are currently parties to the Agreement; and
WHEREAS, the parties desire to address changes in the treatment of bonus or
incentive compensation under the Agreement in view of the significant changes in
the Company's bonus programs since execution of the Agreement; and
WHEREAS, the parties desire to memorialize their understandings with
respect to these changes by amending the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter set forth, the parties hereto agree as follows:
1. The last paragraph of Section 7(c)(i) is amended by deleting the last
sentence of the paragraph in its entirety.
2. Section 7(c)(ii) of the Agreement is deleted in its entirety and the
following is substituted therefor:
"(ii) Notwithstanding anything contained herein to the contrary,
the Company also may terminate this Agreement and Employee's
employment hereunder for any reason whatsoever, upon no less than
sixty (60) days prior written notice to Employee. In the event that
the Company terminates this Agreement pursuant to the provisions of
this Section 7(c)(ii), Employee shall be entitled to receive his
salary up to the date of termination set forth in the notice of
termination and a severance payment equal to 200% of the total annual
salary paid to Employee by the Company and/or TGI during the two
calendar years prior to the year of termination (the "Severance
Payment"). At the option of the Company, the Severance Payment shall
be payable either in a lump sum cash payment or in twenty-four (24)
monthly installments commencing on the first day of the month
following termination of this Agreement. If for any reason any court
determines that any of the restrictions contained in Section 8 hereof
are not enforceable, the Company shall have no obligation to pay the
Severance Payment or any remaining installment thereof to Employee.
<PAGE>
3. Section 10(a) of the Agreement is deleted in its entirety and the
following is substituted therefor:
"(a) Change in Control Severance Compensation. Within two years
following a Change in Control (as defined below), in the event of (i)
a material and adverse change in the status or position of Employee as
an executive officer of the Company including, without limitation, a
material diminution in duties or responsibilities, except in
connection with the incapacity of Employee, (ii) the transfer or
relocation by the Company of the office of Employee which would
require Employee to be based more than 50 miles distant from the
location of his office immediately prior to such transfer or
relocation, or (iii) the discontinuance of any bonus or incentive
compensation plan for which the Company or TGI has determined Employee
to be eligible and which represents a material portion of the
Employee's annual compensation, Employee shall be entitled to
terminate this Agreement and his employment hereunder and receive from
the Company a payment equal to 200% of the total annual salary paid to
Employee by the Company and/or TGI during the two calendar years prior
to the year of termination (the "Change of Control Compensation"). At
the option of the Company, the Change in Control Compensation shall be
payable either in a lump sum cash payment or in twenty-four (24)
monthly installments commencing on the first day of the month
following termination of this Agreement. If for any reason any court
determines that any of the restrictions contained in Section 8 hereof
are not enforceable, the Company shall have no obligation to pay the
Change in Control Compensation or any remaining installment thereof to
Employee."
4. Except as expressly provided in this Amendment or as necessary to
effectuate its terms, the terms of the Agreement remain unchanged.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
its duly authorized officer and Employee has signed this Amendment to be
effective immediately upon execution by each of the parties.
COMPANY: EMPLOYEE:
TRIAD GUARANTY INSURANCE
CORPORATION
By:
---------------------------------- ----------------------------
Name (Printed): John H. Williams
----------------------
Title: Date:
------------------------------- -----------------------
Date:
--------------------------------
2
Exhibit 10.19
AMENDMENT
to
EMPLOYMENT AGREEMENT ("AGREEMENT")
between
TRIAD GUARANTY INSURANCE CORPORATION ("COMPANY")
and
HENRY B. FREEMAN ("EMPLOYEE")
dated
OCTOBER 20, 1993
WHEREAS, Company and Employee are currently parties to the Agreement; and
WHEREAS, the parties desire to address changes in the treatment of bonus or
incentive compensation under the Agreement in view of the significant changes in
the Company's bonus programs since execution of the Agreement; and
WHEREAS, the parties desire to memorialize their understandings with
respect to these changes by amending the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter set forth, the parties hereto agree as follows:
1. The last paragraph of Section 7(c)(i) is amended by deleting the last
sentence of the paragraph in its entirety.
2. Section 7(c)(ii) of the Agreement is deleted in its entirety and the
following is substituted therefor:
"(ii) Notwithstanding anything contained herein to the contrary,
the Company also may terminate this Agreement and Employee's
employment hereunder for any reason whatsoever, upon no less than
thirty (30) days prior written notice to Employee. In the event that
the Company terminates this Agreement pursuant to the provisions of
this Section 7(c)(ii), Employee shall be entitled to receive his
salary up to the date of termination set forth in the notice of
termination and a severance payment equal to 160% of the total annual
salary paid to Employee by the Company and/or TGI during the calendar
year prior to the year of termination (the "Severance Payment"). At
the option of the Company, the Severance Payment shall be payable
either in a lump sum cash payment or in twelve (12) monthly
installments commencing on the first day of the month following
termination of this Agreement. If for any reason any court determines
that any of the restrictions contained in Section 8 hereof are not
enforceable, the Company shall have no obligation to pay the Severance
Payment or any remaining installment thereof to Employee.
<PAGE>
3. Section 10(a) of the Agreement is deleted in its entirety and the
following is substituted therefor:
"(a) Change in Control Severance Compensation. Within two years
following a Change in Control (as defined below), in the event of (i)
a material and adverse change in the status or position of Employee as
an executive officer of the Company including, without limitation, a
material diminution in duties or responsibilities, except in
connection with the incapacity of Employee, (ii) the transfer or
relocation by the Company of the office of Employee which would
require Employee to be based more than 50 miles distant from the
location of his office immediately prior to such transfer or
relocation, or (iii) the discontinuance of any bonus or incentive
compensation plan for which the Company or TGI has determined Employee
to be eligible and which represents a material portion of the
Employee's annual compensation, Employee shall be entitled to
terminate this Agreement and his employment hereunder and receive from
the Company a payment equal to 160% of the total annual salary paid to
Employee by the Company and/or TGI during the calendar year prior to
the year of termination (the "Change of Control Compensation"). At the
option of the Company, the Change in Control Compensation shall be
payable either in a lump sum cash payment or in twelve (12) monthly
installments commencing on the first day of the month following
termination of this Agreement. If for any reason any court determines
that any of the restrictions contained in Section 8 hereof are not
enforceable, the Company shall have no obligation to pay the Change in
Control Compensation or any remaining installment thereof to
Employee."
4. Except as expressly provided in this Amendment or as necessary to
effectuate its terms, the terms of the Agreement remain unchanged.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
its duly authorized officer and Employee has signed this Amendment to be
effective immediately upon execution by each of the parties.
COMPANY: EMPLOYEE:
TRIAD GUARANTY INSURANCE
CORPORATION
By:
------------------------------------ ---------------------------------
Name (Printed): Henry B. Freeman
------------------------
Title: Date:
--------------------------------- -----------------------------
Date:
----------------------------------
2
Exhibit 10.20
AMENDMENT
to
EMPLOYMENT AGREEMENT ("AGREEMENT")
between
TRIAD GUARANTY INSURANCE CORPORATION ("COMPANY")
and
RON D. KESSINGER ("EMPLOYEE")
dated
OCTOBER 20, 1993
WHEREAS, Company and Employee are currently parties to the Agreement; and
WHEREAS, the parties desire to address changes in the treatment of bonus or
incentive compensation under the Agreement in view of the significant changes in
the Company's bonus programs since execution of the Agreement; and
WHEREAS, the parties desire to change the provisions of the termination
without cause, restrictive covenant and change in control sections of the
Agreement in view of Employee's promotion to Executive Vice President of the
Company; and
WHEREAS, the parties desire to memorialize their understandings with
respect to these changes by amending the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter set forth, the parties hereto agree as follows:
1. The last paragraph of Section 7(c)(i) is amended by deleting the last
sentence of the paragraph in its entirety.
2. Section 7(c)(ii) of the Agreement is deleted in its entirety and the
following is substituted therefor:
"(ii) Notwithstanding anything contained herein to the contrary,
the Company also may terminate this Agreement and Employee's
employment hereunder for any reason whatsoever, upon no less than
sixty (60) days prior written notice to Employee. In the event that
the Company terminates this Agreement pursuant to the provisions of
this Section 7(c)(ii), Employee shall be entitled to receive his
salary up to the date of termination set forth in the notice of
termination and a severance payment equal to 200% of the total annual
salary paid to Employee by the Company and/or TGI during the two
calendar years prior to the year of termination (the "Severance
Payment"). At the option of the Company, the Severance Payment shall
be payable either in a lump sum cash payment or in twenty-four (24)
monthly installments commencing on the first day of the month
<PAGE>
following termination of this Agreement. If for any reason any court
determines that any of the restrictions contained in Section 8 hereof
are not enforceable, the Company shall have no obligation to pay the
Severance Payment or any remaining installment thereof to Employee."
3. Section 7(d) is amended by substituting "sixty (60)" for "thirty (30)"
in the second line of the section.
4. Section 8 is amended by substituting "two (2)" for "one (1)" in the
first line of the section.
5. Section 10(a) of the Agreement is deleted in its entirety and the
following is substituted therefor:
"(a) Change in Control Severance Compensation. Within two years
following a Change in Control (as defined below), in the event of (i)
a material and adverse change in the status or position of Employee as
an executive officer of the Company including, without limitation, a
material diminution in duties or responsibilities, except in
connection with the incapacity of Employee, (ii) the transfer or
relocation by the Company of the office of Employee which would
require Employee to be based more than 50 miles distant from the
location of his office immediately prior to such transfer or
relocation, or (iii) the discontinuance of any bonus or incentive
compensation plan for which the Company or TGI has determined Employee
to be eligible and which represents a material portion of the
Employee's annual compensation, Employee shall be entitled to
terminate this Agreement and his employment hereunder and receive from
the Company a payment equal to 200% of the total annual salary paid to
Employee by the Company and/or TGI during the two calendar years prior
to the year of termination (the "Change of Control Compensation"). At
the option of the Company, the Change in Control Compensation shall be
payable either in a lump sum cash payment or in twenty-four (24)
monthly installments commencing on the first day of the month
following termination of this Agreement. If for any reason any court
determines that any of the restrictions contained in Section 8 hereof
are not enforceable, the Company shall have no obligation to pay the
Change in Control Compensation or any remaining installment thereof to
Employee."
6. Except as expressly provided in this Amendment or as necessary to
effectuate its terms, the terms of the Agreement remain unchanged.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
its duly authorized officer and Employee has signed this Amendment to be
effective immediately upon execution by each of the parties.
COMPANY: EMPLOYEE:
TRIAD GUARANTY INSURANCE
CORPORATION
By:
------------------------------------ ------------------------------
Name (Printed): Ron D. Kessinger
------------------------
Title: Date:
--------------------------------- -------------------------
Date:
----------------------------------
2
EXHIBIT 11.1
TRIAD GUARANTY INC.
STATEMENT RE COMPUTATION OF NET INCOME PER SHARE
Year Ended December 31, 1996, 1995, and 1994
1996 1995 1994
---- ---- ----
PRIMARY NET INCOME PER SHARE
Weighted average common
shares outstanding ................. 6,638,927 6,628,409 6,651,482
Net shares to be issued upon
exercise of dilutive stock options
after applying treasury stock
method ............................. 0 0 0
----------- ----------- -----------
Adjusted shares outstanding .......... 6,638,927 6,628,409 6,651,482
=========== =========== ===========
Net income ........................... $11,196,966 $ 7,758,892 $ 5,781,863
=========== =========== ===========
Primary net income per share ......... $ 1.69 $ 1.17 $ .87
=========== =========== ===========
FULLY DILUTED NET INCOME PER SHARE
Weighted average common
shares outstanding .................. 6,638,927 6,628,409 6,651,482
Net shares to be issued upon
exercise of dilutive stock options
after applying treasury stock
method .............................. 249,998 125,313 2,113
----------- ----------- -----------
Adjusted shares outstanding .......... 6,888,925 6,753,722 6,653,595
=========== =========== ===========
Net income ........................... $11,196,966 $ 7,758,892 $ 5,781,863
=========== =========== ===========
Fully diluted net income per
share ................................ $ 1.63 $ 1.15 $ .87
=========== =========== ===========
<PAGE>
1996 1995 1994
---- ---- ----
ADDITIONAL PRIMARY COMPUTATION
Weighted average common
shares outstanding .................. 6,638,927 6,628,409 6,651,482
Net shares to be issued upon
exercise of dilutive stock options
after applying treasury stock
method .............................. 200,794 57,644 2,113
----------- ----------- -----------
Adjusted shares outstanding .......... 6,839,721 6,686,053 6,653,595
=========== =========== ===========
Net income ........................... $11,196,966 $ 7,758,892 $ 5,781,863
=========== =========== ===========
Primary net income per share.......... $ 1.64(a) $ 1.16(a) $ .87(a)
=========== =========== ===========
(a) This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.
2
Exhibit 21.1
SUBSIDIARIES OF THE REGISTRANT
NAME JURISDICTION OF INCORPORATION
- ---- -----------------------------
Triad Guaranty Insurance Illinois
Corporation
Triad Guaranty Assurance Illinois
Corporation
Exhibit 23.1
Exhibit 23 - Consent of Independent Auditors
We consent to the use of our report dated January 21, 1997, included in the 1996
Annual Report to Shareholders of Triad Guaranty Inc., included in this Annual
Report (Form 10-K) of Triad Guaranty Inc.
Our audit also included the financial statement schedules of Triad Guaranty Inc.
listed in Item 14(a). These schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
We also consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-75668) pertaining to the 1993 Long-Term Stock Incentive Plan of
Triad Guaranty Inc. and the Registration Statement (Form S-8 No. 33-96550)
pertaining to the Triad Guaranty Inc. 401(k) Profit Sharing Plan of our report
dated January 21, 1997, with respect to the consolidated financial statements
included in this Annual Report (Form 10-K) of Triad Guaranty Inc., and our
report included in the preceding paragraph with respect to the financial
statement schedules.
/s/ERNST & YOUNG LLP
- --------------------
Raleigh, North Carolina
March 20, 1997
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
This schedule contains summary information extracted from Form 10-K for the
twelve months ended December 31, 1996, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<DEBT-HELD-FOR-SALE> 87,229,855
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 7,494,817
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 98,026,797
<CASH> 360,586
<RECOVER-REINSURE> 25,319
<DEFERRED-ACQUISITION> 10,198,397
<TOTAL-ASSETS> 112,402,523
<POLICY-LOSSES> 6,305,397
<UNEARNED-PREMIUMS> 8,216,478
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 0
0
0
<COMMON> 66,453
<OTHER-SE> 91,613,583
<TOTAL-LIABILITY-AND-EQUITY> 112,402,523
24,727,741
<INVESTMENT-INCOME> 5,446,672
<INVESTMENT-GAINS> (162,385)
<OTHER-INCOME> 0
<BENEFITS> 3,279,130
<UNDERWRITING-AMORTIZATION> 3,234,876
<UNDERWRITING-OTHER> 7,259,271
<INCOME-PRETAX> 16,238,751
<INCOME-TAX> 5,041,785
<INCOME-CONTINUING> 11,196,966
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,196,966
<EPS-PRIMARY> 1.69
<EPS-DILUTED> 1.63
<RESERVE-OPEN> 3,703,251
<PROVISION-CURRENT> 4,673,130
<PROVISION-PRIOR> (1,394,000)
<PAYMENTS-CURRENT> 166,717
<PAYMENTS-PRIOR> 841,000
<RESERVE-CLOSE> 5,974,664
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
