-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U5y3ottcwL9MvcGAOxX6aM5I2+KIprpTQ4K4MW2eEj8riCihrycuOi2zqMhrpQUg ixoNlK6D89vmFwC2WeYZ9g== /in/edgar/work/20000629/0000929624-00-000904/0000929624-00-000904.txt : 20000920 0000929624-00-000904.hdr.sgml : 20000920 ACCESSION NUMBER: 0000929624-00-000904 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PMI GROUP INC CENTRAL INDEX KEY: 0000935724 STANDARD INDUSTRIAL CLASSIFICATION: [6351 ] IRS NUMBER: 943199675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-13664 FILM NUMBER: 664400 BUSINESS ADDRESS: STREET 1: 601 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4157887878 MAIL ADDRESS: STREET 1: 601 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 11-K 1 0001.txt FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR [_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-13664 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: The PMI Group, Inc. Savings and Profit-Sharing Plan B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: The PMI Group, Inc. 601 Montgomery Street San Francisco, CA 94111 Item 1. REQUIRED INFORMATION a. The financial statements of The PMI Group Inc. Savings and Profit- Sharing Plan and Trust (also known as The PMI Group, Inc. 401(k) Plan) as of December 31, 1999 and 1998 and for the years then ended including: the statements of net assets available for benefits (modified cash basis), the related statements of changes in net assets available for benefits (modified cash basis), supplemental schedule (modified cash basis) of assets held for investment purposes as of December 31, 1999, and supplemental schedule (modified cash basis) of reportable transactions for the year ended December 31, 1999, are contained in Exhibit 1 to this Annual Report. b. Consent of Deloitte & Touche LLP, independent auditors, is contained in Exhibit 23.1 to this Annual Report. SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. THE PMI GROUP, INC. SAVINGS AND PROFIT-SHARING PLAN Date: June 29, 2000 By: /s/ John M. Lorenzen, Jr. John M. Lorenzen, Jr. Executive Vice President Chief Financial Officer Exhibit 1 THE PMI GROUP, INC. SAVINGS AND PROFIT-SHARING PLAN FINANCIAL STATEMENTS (MODIFIED CASH BASIS) AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, SUPPLEMENTAL SCHEDULE (MODIFIED CASH BASIS) AS OF DECEMBER 31, 1999 AND INDEPENDENT AUDITORS' REPORT THE PMI GROUP, INC. savings AND PROFIT-SHARING PLAN TABLE OF CONTENTS - -------------------------------------------------------------------------------- Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS (MODIFIED CASH BASIS) AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998: Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4-8 SUPPLEMENTAL SCHEDULE (MODIFIED CASH BASIS) AS OF DECEMBER 31, 1999: Schedule of Assets Held for Investment Purposes 9 INDEPENDENT AUDITORS' REPORT To the Participants of The PMI Group, Inc. Savings and Profit-Sharing Plan and Board of Directors of The PMI Group, Inc.: We have audited the accompanying statements of net assets available for benefits (modified cash basis) of The PMI Group, Inc. Savings and Profit-Sharing Plan (the "Plan") as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits (modified cash basis) for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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. As described in Note 2 to the financial statements, these financial statements were prepared on the modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, on the basis of accounting described in Note 2. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule (modified cash basis) listed in the Table of Contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. Such supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic 1999 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as whole on the basis of accounting described in Note 2. June 23, 2000 THE PMI GROUP, INC. SAVINGS AND PROFIT-SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (MODIFIED CASH BASIS) DECEMBER 31, 1999 AND 1998 - ------------------------------------------------------------------------------- 1999 1998 INVESTMENTS AT FAIR VALUE: Mutual Funds $38,871,669 $31,862,747 PMI Stock Fund 6,166,869 2,555,027 Loan Fund 1,159,505 887,480 Cash Fund 245 - ------------- ------------- Total $46,198,288 $35,305,254 ============= =============
See accompanying notes to financial statements (modified cash basis). THE PMI GROUP, INC. SAVINGS AND PROFIT-SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (MODIFIED CASH BASIS) YEARS ENDED DECEMBER 31, 1999 AND 1998 - --------------------------------------------------------------------------------
1999 1998 ADDITIONS TO NET ASSETS AVAILABLE FOR BENEFITS: Investment income: Net appreciation of investments $ 7,018,632 $ 3,875,415 Dividend and interest income 539,874 240,227 ----------- ----------- Total investment income 7,558,506 4,115,642 ----------- ----------- Contributions: Employer 1,862,110 1,413,420 Participants 3,747,102 3,615,907 Rollovers 339,118 477,061 ----------- ----------- Total contributions 5,948,330 5,506,388 ----------- ----------- Total additions 13,506,836 9,622,030 DEDUCTIONS FROM NET ASSETS AVAILABLE FOR BENEFITS - Participant withdrawals 2,613,802 1,649,336 ----------- ----------- INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 10,893,034 7,972,694 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 35,305,254 27,332,560 ----------- ----------- End of year $46,198,288 $35,305,254 =========== ===========
See accompanying notes to financial statements (modified cash basis). THE PMI GROUP, INC. SAVINGS AND PROFIT-SHARING PLAN NOTES TO FINANCIAL STATEMENTS (MODIFIED CASH BASIS) YEARS ENDED DECEMBER 31, 1999 AND 1998 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following description of The PMI Group, Inc. Savings and Profit-Sharing Plan (the "Plan") is provided for general information only. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General - The Plan was established on April 1, 1995. The Plan is a defined contribution plan covering all full-time and regular part-time employees of The PMI Group, Inc. (the "Company"). The Plan is available to those employees who have completed one year of service. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is administered by the Company. The trustee of the Plan is Merrill Lynch Trust Company. Contributions - The participants may contribute up to 17% of their annual compensation, as defined, not to exceed the ERISA limit of $10,000 for 1999 and 1998. The Company's cash contributions total 25% of each eligible participant's pre-tax contributions for the period, not to exceed 6% of each participant's eligible pay, with an additional discretionary stock contribution up to 50% of each eligible participant's pre-tax contributions, not to exceed 6% of each eligible participant's annual compensation. In 2000, the Company made a $638,229 cash contribution related to the 1999 Plan year. In addition, the Company made an additional discretionary stock contribution of $1,684,294 in 2000 related to the 1999 Plan year. Both of these contributions will be reported in the Plan's 2000 financial statements. Contributions are invested, at the option of the participant, in any of the following investment funds: . Merrill Lynch Retirement Reserves Money Market Fund - Amounts within this fund are invested in high quality money market securities. . Barclays International Equity Fund - Amounts within this fund are invested in the stocks of established companies based in Europe, Australia and the Far East. . Barclays S&P Midcap Stock Fund - Amounts within this fund are invested in mid-sized companies which are expected to grow faster than larger, more established companies. . Barclays S&P 500 Stock Fund - Amounts within this fund are invested in companies to match the performance of the S&P 500. . Barclays Lifepath Funds - Amounts within these funds are invested in stocks, bonds and money market instruments. . Barclays Money Market Fund - Amounts within this fund are invested in high quality money market securities. . Founders Growth Fund - Amounts within this fund are invested in well established high quality growth stock funds, with some assets in foreign securities. . Templeton Foreign Fund - Amounts within this fund are invested in the stocks of established companies based mainly in Europe. . PIMCO Total Return Class A Fund - Amounts within this fund are invested in high quality money market and short-term securities. . PMI Stock Fund - Amounts within this fund are invested in common stock of the Company. . Sweep and Cash Accounts - Amounts within these accounts represent cash held temporarily until allocated to a fund. Participant Accounts - Each participant's account is credited with the participant's and Company's prescribed contributions and an allocation of Plan earnings. Allocations are based on participant's contributions or account balances, as defined in the Plan. The maximum annual addition to each participant's account, as defined, may not exceed the lesser of 25% of the participant's compensation for the year or $30,000. Vesting - Employer contributions, employee contributions and Plan earnings are fully vested to all participant accounts at all times. Participant Withdrawals - Withdrawals from the Plan are available upon hardship in accordance with Plan provisions. Upon termination of employment, a participant may elect to receive a lump-sum benefit. Upon attaining age 59 1/2, participants may elect to receive either a lump-sum amount equal to their vested account balance or a portion paid in a lump-sum with the remainder paid at a later date. At age 70 1/2, if no amount has been previously paid out, a participant may be required to take a partial withdrawal in accordance with Plan provisions. Plan Termination - In the event of Plan termination, lump sum distributions to all participants would be made in accordance with the Plan. Although it has not expressed any intention to do so, the Company has the right under the Plan to suspend, terminate or completely discontinue contributions. Participant Loans - The Plan allows participants to obtain loans in an amount not to exceed $50,000 or 50% of the participant's vested accrued benefit under the Plan. As of December 31, 1999, 155 loans with interest rates of 8.75% - 9.5% were outstanding with maturities through November 2004. These loans are being repaid over one year to five years at the prime interest rate in effect on the date the loan was obtained plus 1%. The loans are fully collateralized by the participants' remaining vested account balance. Plan Expenses - Plan expenses are paid by the Company. 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting - The financial statements of the Plan are prepared on the modified cash basis of accounting. Transactions are primarily recorded upon receipt and disbursement of cash, except for investments which are stated at current market value. Certain revenues and the related assets are recognized when received rather than when earned, and certain expenses are recognized when paid rather than when the obligation is incurred. Accordingly, the accompanying financial statements are not intended to be a presentation in conformity with accounting principles generally accepted in the United States of America. Valuation of Investments - Investments in mutual funds are stated at market values, determined on the basis of quotations obtained from national securities exchanges or from the trustee. Investment transactions are recorded on the settlement date. Cost of Securities Sold - The cost of mutual and equity fund shares sold, as used to calculate realized gains and losses on disposition of mutual and equity fund shares, is determined using the average cost method. Payment of Benefits - Distributions to participants are recorded when paid. Accounting Estimates - The preparation of financial statements in conformity with the modified cash basis of accounting requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting period. Actual results could differ from those estimates. New Accounting Pronouncement - In 1999, the Plan adopted Statement of Position 99-3, Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters, issued by the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants. As a result, the Plan's financial statements do not include the by-fund disclosures. 3. TAX STATUS The Plan obtained its latest determination letter dated March 23, 1999, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. Management of the Company believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 4. UNIT AND NET ASSET VALUE The following schedule represents the number of units and the net asset value per unit and in total for the Mutual Funds and PMI Stock as of December 31, 1999 and 1998:
Value Fair 1999 Units Per Unit Value Merrill Lynch Retirement Reserves Money Market Fund 2,527,331.380 $ 1.00 $ 2,527,331* Barclays International Equity Fund 77,057.161 21.37 1,646,712 Barclays S&P Midcap Stock Fund 158,092.207 32.38 5,119,026* Barclays S&P 500 Stock Fund 245,149.264 59.96 13,963,702* Barclays Lifepath Income Fund 149,465.481 15.29 2,285,327 Barclays Lifepath 2010 Fund 236,208.225 18.98 4,483,232* Barclays Lifepath 2020 Fund 91,213.785 22.38 2,041,365 Barclays Lifepath 2030 Fund 72,491.125 24.99 1,811,553 Barclays Lifepath 2040 Fund 47,343.985 28.52 1,350,250 Barclays Money Market Fund 21,172.150 1.00 21,172 Founders Growth Fund 72,930.441 23.87 1,740,850 Templeton Foreign Fund 38,765.495 11.22 435,285 PIMCO Total Return Class A Fund 146,046.871 9.90 1,445,864 PMI Stock Fund 380,201.543 16.22 6,166,869* *Investment that represents more than 5% of the Plan's net assets as of December 31, 1999. Value Fair 1999 Units Per Unit Value Barclays International Equity Fund 57,629.598 $ 16.98 $ 978,551 Barclays S&P Midcap Stock Fund 151,047.170 28.30 4,274,635* Barclays S&P 500 Stock Fund 244,044.349 47.19 11,516,453* Barclays Lifepath 2000 Fund 164,070.051 14.54 2,385,579* Barclays Lifepath 2010 Fund 246,505.695 17.30 4,264,548* Barclays Lifepath 2020 Fund 86,901.955 19.56 1,699,802 Barclays Lifepath 2030 Fund 68,914.027 21.39 1,474,071 Barclays Lifepath 2040 Fund 39,944.008 23.41 935,089 Barclays Money Market Fund 1,826,476.982 1.00 1,826,477* Founders Growth Fund 38,182.207 20.41 779,299 Templeton Foreign Fund 37,077.694 8.39 311,082 PIMCO Total Return Class A Fund 134,455.471 10.54 1,417,161 PMI Stock Fund 231,643.447 11.03 2,555,027* *Investment that represents more than 5% of the Plan's net assets as of December 31, 1998.
During the years ended December 31, 1999 and 1998, the Plan's investments (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value as follows:
1999 1998 Mutual funds $4,869,066 $4,824,121 PMI Stock Fund 2,149,566 (948,706) ---------- ---------- Total $7,018,632 $3,875,415 ========== ==========
5. SUBSEQUENT EVENTS Two amendments to the Plan became effective January 1, 2000. Effective for the 2000 Plan year, the Plan will be available to all employees of the Company on the first day of the next payroll period after the date that an employee's period of employment commences and the maximum supplemental Company matching contributions will increase to 75% of each eligible participant's pre-tax contribution, not to exceed 6% of his or her annual compensation. ******
THE PMI GROUP, INC. SAVINGS AND PROFIT-SHARING PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1999 - ------------------------------------------------------------------------------------------------- Current Description of Investment Units Cost Value Merrill Lynch Retirement Reserves Money Market Fund 2,527,331.380 $ 2,527,331 $ 2,527,331 Barclays International Equity Fund 77,057.610 1,337,320 1,646,712 Barclays S&P Midcap Stock Fund 158,092.207 4,466,269 5,119,026 Barclays S&P 500 Stock Fund 245,149.264 11,729,595 13,963,702 Barclays Lifepath Income Fund 149,465.481 2,174,653 2,285,327 Barclays Lifepath 2010 Fund 236,208.225 4,107,355 4,483,232 Barclays Lifepath 2020 Fund 91,213.785 1,797,940 2,041,365 Barclays Lifepath 2030 Fund 72,491.125 1,565,435 1,811,553 Barclays Lifepath 2040 Fund 47,343.985 1,129,848 1,350,250 Barclays Money Market Fund 21,172.150 21,173 21,172 Founders Growth Fund 72,930.441 1,565,261 1,740,850 Templeton Foreign Fund 38,765.495 355,664 435,285 PIMCO Total Return Class A Fund 146,046.871 1,525,426 1,445,864 PMI Stock Fund 380,201.543 4,313,845 6,166,869 Loans to participants (155 loans at 8.75% - 9.5%) 1,159,505 1,159,505 ----------- ----------- TOTAL INVESTMENTS $39,776,620 $46,198,043 =========== ===========
EX-23.1 2 0002.txt AUDITORS CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333- 47473 of The PMI Group, Inc. on Form S-8 of our report dated June 23, 2000 appearing in the Annual Report on Form 11-K of the PMI Group, Inc. Savings and Profit Sharing Plan for the fiscal year ended December 31, 1999. /s/ Deloitte & Touche LLP San Francisco, California June 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----