EX-99 5 a13704992.htm

Exhibit 99.2

 

Financial Statements
Financial Guaranty Insurance Company
June 30, 2004

Financial Guaranty Insurance Company

Financial Statements

 

June 30, 2004

 

 

Contents

Balance Sheets at June 30, 2004 (Unaudited) and December 31, 2003

1
Statements of Income for the Three Months and Six Months Ended June 30, 2004
   and 2003 (Unaudited)
2
Statements of Cash Flows for the Six Months Ended June 30, 2004
   and 2003 (Unaudited)
3

Notes to Financial Statements (Unaudited)

4

Financial Guaranty Insurance Company

Balance Sheets
(Dollars in thousands, except per share amounts)

 

 

Successor

 

June 30

December 31

 

2004

2003

 

(Unaudited)

 

Assets

   

Fixed maturity securities, available for sale, at fair value (amortized cost of
    $2,758,154 in 2004 and $2,688,459 in 2003)

$ 2,686,439 

$ 2,691,922 

Short-term investments, at cost, which approximates fair value

94,171 

14,377 

Total investments

2,780,610 

2,706,299 

Cash

115,199 

78,645 

Accrued investment income

32,694 

32,803 

Receivable for securities sold

- 

170 

Reinsurance recoverable on losses

5,934 

8,065 

Other reinsurance receivables

- 

5,295 

Deferred policy acquisition costs

18,890 

2,921 

Receivable from related parties

90 

9,759 

Property and equipment, net of accumulated depreciation of $12 in 2004

102 

- 

Prepaid reinsurance premiums

118,298 

123,768 

Prepaid expenses and other assets

6,792 

6,058 

Current federal income taxes receivable

- 

126 

Deferred federal income taxes receivable

99 

- 

Total assets

$ 3,078,708 

$ 2,973,909 

     

Liabilities and stockholder's equity

   

Liabilities:

   

   Unearned premiums

$ 988,352 

$ 918,882 

   Losses and loss adjustment expenses

37,347 

40,467 

   Ceded reinsurance payable

656 

114 

   Accounts payable and accrued expenses

18,871 

19,238 

   Obligations under capital lease

6,248 

6,982 

   Payable for securities purchased 

11,006 

- 

   Current federal income taxes pay able

7,758 

- 

   Deferred federal income taxes payable

- 

18,862 

Total liabilities

1,070,238 

1,004,545 

     

Stockholder's equity:

   

   Common stock, par value $1,500 per share; 10,000 shares authorized,
       issued and outstanding

15,000 

15,000 

   Additional paid-in capital

1,857,772 

1,857,772 

   Accumulated other comprehensive (loss) income, net of tax

(45,533)

2,059 

   Retained earnings

181,231 

94,533 

Total stockholder's equity

2,008,470 

1,969,364 

Total liabilities and stockholder's equity

$ 3,078,708 

$ 2,973,909 

See accompanying notes to unaudited interim financial statements.

Financial Guaranty Insurance Company

Statements of Income

(Unaudited)

(Dollars in thousands)

 

 

Successor

Predecessor

Successor

Predecessor

 

Three months ended

Six months ended

 

June 30

June 30

 

2004

2003

2004

2003

Revenues:

       

   Gross premiums written

$ 106,457 

$ 93,483 

$ 162,851 

$ 141,941 

   Ceded premiums written

(812)

3,962 

(3,559)

4,025 

   Net premiums written

105,645 

97,445 

159,292 

145,966 

   Increase in net unearned premiums

(52,494)

(55,043)

(74,939)

(69,638)

   Net premiums earned

53,151 

42,402 

84,353 

76,328 

         

   Net investment income

23,360 

30,127 

46,031 

59,978 

   Net realized (losses) gains

(749)

404 

778 

30,382 

   Other income

240 

57 

557 

57 

Total revenues

76,002 

72,990 

131,719 

166,745 

 

Expenses:

       

   Losses and loss adjustment expenses

(1,070)

6,429 

(406)

3,729 

   Underwriting expenses

21,435 

16,109 

35,802 

30,672 

   Policy acquisition cost deferred

(8,630)

(8,827)

(16,311)

(14,804)

   Amortization of deferred policy acquisition costs

184 

4,325 

342 

8,602 

Total expenses

11,919 

18,036 

19,427 

28,199 

         

Income before income taxes

64,083 

54,954 

112,292 

138,546 

Federal income tax expense

15,690 

12,672 

25,594 

32,497 

Net income

$ 48,393 

$ 42,282 

$ 86,698 

$ 106,049 

See accompanying notes to unaudited interim financial statements.

Financial Guaranty Insurance Company

Statements of Cash Flows
(Unaudited)

(Dollars in thousands)

 

Successor

Predecessor

 

Six months ended

 

June 30

 

2004

2003

Operating activities

   

Net income

$ 86,698 

$ 106,049 

Adjustments to reconcile net income to net cash provided by
   operating activities:

   

        Amortization of deferred policy acquisition costs

342 

8,602 

        Policy acquisition costs deferred

(16,311)

(14,804)

        Depreciation of property and equipment

12 

4 

        Amortization of fixed maturity securities

16,506 

10,050 

        Net realized gains on investments

(778)

(30,382)

        Provision for deferred income taxes

6,823 

(1,218)

        Change in accrued investment income, prepaid
            expenses and other assets

(625)

2,930 

        Change in receivable from related parties

9,669 

- 

        Change in other reinsurance receivables

5,295 

- 

        Change in reinsurance recoverable on losses

2,131 

(1,107)

        Change in prepaid reinsurance premiums

5,470 

12,917 

        Change in current federal income tax receivable

126 

- 

        Change in unearned premiums

69,470 

56,721 

        Change in losses and loss adjustment expenses

(3,120)

4,309 

        Change in ceded reinsurance payable and accounts
             payable and accrued expenses

175 

(4,696)

        Change in current federal income taxes payable

7,758 

(7,016)

Net cash provided by operating activities

189,641 

142,359 

     

Investing activities

   

Sales and maturities of fixed maturity securities

161,637 

798,879 

Purchases of fixed maturity securities

(246,106)

(848,932)

Purchases, sales and maturities of short-term investments

(79,794)

(99,694)

Receivable for securities sold, net of payable for
   securities purchased

11,176 

9,078 

Net cash used in investing activities

(153,087)

(140,669)

     

Net increase in cash

36,554 

1,690 

Cash at beginning of period

78,645 

7,260 

Cash at end of period

$ 115,199 

$ 8,950 

See accompanying notes to unaudited interim financial statements.

Financial Guaranty Insurance Company

Notes to Financial Statements
(Unaudited)

June 30, 2004
(Dollars in thousands)

1. Basis of Presentation

Financial Guaranty Insurance Company (the "Company") is a wholly-owned subsidiary of FGIC Corporation (the "Parent"). The Parent was a wholly-owned subsidiary of General Electric Capital Corporation ("GE Capital"). The Company provides financial guaranty insurance for public finance and structured finance obligations. The Company began insuring public finance obligations in 1984 and structured finance obligations in 1988. The Company's financial strength is rated "Aaa" by Moody's Investors Service, Inc. ("Moody's"), "AAA" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), and "AAA" by Fitch Ratings, Inc. ("Fitch"). The Company is licensed to engage in financial guaranty insurance in all 50 states, the District of Columbia, the Commonwealth of Puerto Rico and, through a branch, in the United Kingdom.

On December 18, 2003, an investor group consisting of The PMI Group, Inc. ("PMI"), affiliates of the Blackstone Group L.P. ("Blackstone"), affiliates of the Cypress Group L.L.C. ("Cypress") and affiliates of CIVC Partners L.P. ("CIVC"), collectively the "Investor Group", completed the acquisition (the "Transaction") of FGIC Corporation from a subsidiary of GE Capital in a transaction valued at approximately $2,200,000. At the closing of the Transaction, the Investor Group, acting through an affiliate, paid GE Capital a cash purchase price of approximately $1,600,000, which was funded by equity investments by the Investor Group and borrowings of approximately $227,300 under a bridge loan facility within an affiliate of Bank of America Corporation. The bridge loan originally was to mature on December 16, 2004; however, the bridge loan was repaid with the proceeds of the Senior Notes issued on January 12, 2004. In addition, FGIC Corporation paid GE Capital approximately $284,300 in pre-closing dividends and GE Capital retained 2,346 shares of Convertible Preferred Stock (the "Senior Preferred Shares") with an aggregate liquidation preference of $234,600 and approximately 5% of FGIC Corporation's common stock. PMI is the largest stockholder of FGIC Corporation, owning approximately 42% of its common stock at December 31, 2003. Blackstone, Cypress and CIVC own approximately 23%, 23% and 7% of FGIC Corporation's common stock, respectively, at December 31, 2003.

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the six-month period ended June 30, 2004 are not necessarily indicative of results that may be expected for the year ending December 31, 2004.

These unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the 2003 audited financial statements.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

As a result of the Transaction effective on December 18, 2003, the basis of the assets and liabilities has changed, which necessitates the presentation of Predecessor Company and the Successor Company columns in the Balance Sheets, Statements of Income and Cash Flows.

2. Income Taxes

The Company's effective federal corporate tax rate (22.8% and 23.5% for the six months ended June 30, 2004 and 2003, and 24.5% and 23.1% for the three months ended June 30, 2004 and 2003, respectively) is less than the statutory corporate tax rate (35%) on income due to permanent differences between financial and taxable income, principally tax-exempt interest.

3. Reinsurance

Net premiums earned are shown net of ceded premiums earned of $9,029 and $8,900, respectively, for the six months ended June 30, 2004 and 2003, and $6,372 and $4,000 for the three months ended June 30, 2004 and 2003, respectively.

 

4. Comprehensive Income

Accumulated other comprehensive income (loss) of the Company consists of net unrealized gains on investment securities and foreign currency translation adjustments. The components of other comprehensive income (loss) for the six and three months ended June 30, 2004 and 2003 are as follows:

 

Successor

 

Six months ended June 30, 2004

 

Before
Tax
Amount

Tax

Net of
Tax
Amount

       

Unrealized holding losses arising during the period

$ (74,105)

$ 25,937 

$ (48,168)

Less reclassification adjustment for losses realized
   in net income

(778)

272 

(506)

Unrealized losses on investments

(74,883)

26,209 

(48,674)

Foreign currency translation adjustment

1,665 

(583)

1,082 

Total other comprehensive loss

$ (73,218)

$ 25,626 

$ (47,592)

 

 
 

Successor

 

Three months ended June 30, 2004

 

Before
Tax
Amount

Tax

Net of
Tax
Amount

       

Unrealized holding losses arising during the period

$ (92,626)

$ 32,419 

$ (60,207)

Less reclassification adjustment for gains realized
   in net income

749 

(262)

487 

Unrealized losses on investments

(91,877)

32,157 

(59,720)

Foreign currency translation adjustment

(849)

297 

(552)

Total other comprehensive loss

$ (92,726)

$ 32,454 

$ (60,272)

 

Predecessor

 

Six months ended June 30, 2003

 

Before
Tax
Amount

Tax

Net of
Tax
Amount

       

Unrealized holding gains arising during the period

$ 78,151 

$ (27,363)

$ 50,798 

Less reclassification adjustment for gains realized
   in net income

(30,382)

10,634 

(19,748)

Unrealized gains on investments

47,769 

(16,719)

31,050 

Foreign currency translation adjustment

3,146 

(1,101)

2,045 

Total other comprehensive income

$ 50,915 

$ (17,820)

$ 33,095 

 

 

 
 

Predecessor

 

Three months ended June 30, 2003

 

Before
Tax
Amount

Tax

Net of
Tax
Amount

       

Unrealized holding gains arising during the period

$ 99,303 

$ (34,756)

$ 64,547 

Less reclassification adjustment for gains realized
   in net income

(408)

143 

(265)

Unrealized gains on investments

98,895 

(34,613)

64,282 

Foreign currency translation adjustment

(219)

77 

(142)

Total other comprehensive income

$ 98,676 

$ (34,536)

$ 64,140 

5. Variable Interest Entities

In January 2003, the FASB issued Financial Interpretation No. 46, Consolidation of Variable Interest Entities ("FIN 46"), which the Company adopted on July 1, 2003. FIN 46's consolidation criteria are based upon analysis of risks and rewards, not control, and represent a significant and complex modification of previous accounting principles. FIN 46 represents an accounting change not a change in the underlying economics associated with the transactions, which may be affected by the Interpretation. FIN 46 clarifies the consolidation criteria for certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 requires variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risk among parties involved. Variable interest entities that effectively disperse risks will not be consolidated. FIN 46 requires disclosures for entities that have either a primary or significant variable interest in a variable interest entity.

As a part of its structured finance business, the Company insures debt obligations or certificates issued by special purposes entities. At June 30, 2004, the Company had approximately $906,000 of gross principal outstanding related to insurance contracts issued to commercial paper conduits-variable interest entities under FIN 46-which the Company does not believe requires consolidation but which requires disclosure. With respect to the remainder of the structured finance transactions insured, the Company has evaluated the transactions, but does not believe any such transactions require consolidation or disclosure under FIN 46.

6. Subsequent Events

On July 19, 2004, FGIC closed on its new $300,000 "Soft Capital" facility of "Money Market Committed Preferred Custodial Trust Securities ("CPS Securities"). This replaces the existing $300,000 "Soft Capital" facility previously provided by GE Capital. The CPS securities are structured in six separate and newly organized Delaware trusts, each trust will issue $50,000 in CPS Securities on a rolling 28 day auction rate basis. Proceeds from these securities are invested in high grade, short term securities (the "Eligible Assets") and held in the respective trust. To draw down these funds, which are available completely at the Company's discretion, the Company would exercise a put option against each trust, whereby it issues in perpetual preferred shares in FGIC to the holders of the securities in exchange for the Eligible Assets.