SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| (Mark One) | |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2005 |
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OR |
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o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
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Commission File No. 1-12644
Financial Security Assurance Holdings Ltd.
(Exact name of registrant as specified in its charter)
| New York (State or other jurisdiction of incorporation or organization) |
13-3261323 (I.R.S. employer identification no.) |
350 Park Avenue
New York, New York 10022
(Address of principal executive offices)
(212) 826-0100
(Registrant's telephone number, including area code)
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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
At May 10, 2005, there were 33,263,259 outstanding shares of Common Stock of the registrant (excludes 254,736 shares of treasury stock).
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| PART I | FINANCIAL INFORMATION | |||
Item 1. |
Financial Statements. |
|||
| Condensed Unaudited Financial Statements | ||||
| Financial Security Assurance Holdings Ltd. and Subsidiaries | ||||
| Condensed Consolidated Balance Sheets | 1 | |||
| Condensed Consolidated Statements of Operations and Comprehensive Income | 2 | |||
| Condensed Consolidated Statement of Changes in Shareholders' Equity | 3 | |||
| Condensed Consolidated Statements of Cash Flows | 4 | |||
| Notes to Condensed Consolidated Financial Statements | 5 | |||
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
15 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
30 |
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Item 4. |
Controls and Procedures |
30 |
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PART II |
OTHER INFORMATION |
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Item 6. |
Exhibits |
31 |
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SIGNATURES |
32 |
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Item 1. Financial Statements.
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| |
March 31, 2005 |
December 31, 2004 |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| ASSETS | |||||||||
| Bonds at fair value (amortized cost of $3,745,145 and $3,662,584) | $ | 3,940,582 | $ | 3,914,763 | |||||
| Equity securities at fair value (cost of $54,300 and $54,300) | 54,300 | 54,300 | |||||||
| Short-term investments | 188,113 | 321,071 | |||||||
| Variable interest entities' bonds at fair value (amortized cost of $1,296,208 and $1,346,109) | 1,296,020 | 1,346,355 | |||||||
| Variable interest entities' short-term investment portfolio | 49,763 | 1,194 | |||||||
| Financial products bond portfolio at fair value (amortized cost of $9,409,471 and $7,914,471) | 9,444,941 | 7,925,072 | |||||||
| Financial products bond portfolio pledged as collateral at fair value (amortized cost of $5,908) | | 5,913 | |||||||
| Financial products short-term investment portfolio | 744,762 | 268,125 | |||||||
| Total investment portfolio | 15,718,481 | 13,836,793 | |||||||
| Assets acquired in refinancing transactions: | |||||||||
| Bonds at fair value (amortized cost of $110,746 and $151,895) | 110,308 | 157,036 | |||||||
| Securitized loans | 348,973 | 371,092 | |||||||
| Other | 207,431 | 224,908 | |||||||
| Total assets acquired in refinancing transactions | 666,712 | 753,036 | |||||||
| Cash | 40,824 | 14,353 | |||||||
| Deferred acquisition costs | 319,117 | 308,015 | |||||||
| Prepaid reinsurance premiums | 773,352 | 759,191 | |||||||
| Investment in unconsolidated affiliate | 51,381 | 49,645 | |||||||
| Reinsurance recoverable on unpaid losses | 35,080 | 35,419 | |||||||
| Other assets | 1,325,288 | 1,324,355 | |||||||
| TOTAL ASSETS | $ | 18,930,235 | $ | 17,080,807 | |||||
| LIABILITIES AND MINORITY INTEREST AND SHAREHOLDERS' EQUITY | |||||||||
| Deferred premium revenue | $ | 2,124,205 | $ | 2,095,423 | |||||
| Losses and loss adjustment expenses | 183,020 | 179,941 | |||||||
| Guaranteed investment contracts and variable interest entities' debt | 12,225,173 | 10,734,357 | |||||||
| Deferred federal income taxes | 212,447 | 216,619 | |||||||
| Notes payable | 430,000 | 430,000 | |||||||
| Accrued expenses, minority interest and other liabilities | 1,168,660 | 874,510 | |||||||
| TOTAL LIABILITIES AND MINORITY INTEREST | 16,343,505 | 14,530,850 | |||||||
| COMMITMENTS AND CONTINGENCIES | |||||||||
| Common stock (200,000,000 shares authorized; 33,517,995 issued; par value of $.01 per share) | 335 | 335 | |||||||
| Additional paid-in capitalcommon | 899,912 | 900,215 | |||||||
| Accumulated other comprehensive income (net of deferred income taxes of $80,645 and $91,926) | 152,490 | 177,796 | |||||||
| Accumulated earnings | 1,533,993 | 1,471,611 | |||||||
| Deferred equity compensation | 20,177 | 23,528 | |||||||
| Less treasury stock at cost (254,736 and 297,276 shares held) | (20,177 | ) | (23,528 | ) | |||||
| TOTAL SHAREHOLDERS' EQUITY | 2,586,730 | 2,549,957 | |||||||
| TOTAL LIABILITIES AND MINORITY INTEREST AND SHAREHOLDERS' EQUITY |
$ | 18,930,235 | $ | 17,080,807 | |||||
The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.
1
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(in thousands)
| |
Three Months Ended March 31, |
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|---|---|---|---|---|---|---|---|---|---|---|
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2005 |
2004 |
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| REVENUES: | ||||||||||
| Net premiums written | $ | 109,502 | $ | 116,494 | ||||||
| Net premiums earned | $ | 94,881 | $ | 92,210 | ||||||
| Net investment income | 49,446 | 41,077 | ||||||||
| Net realized gains (losses) | (1,095 | ) | 495 | |||||||
| Net interest income from financial products and variable interest entities | 78,512 | 41,024 | ||||||||
| Financial products net realized gains | 91 | 119 | ||||||||
| Net realized and unrealized gains (losses) on derivative instruments | (2,024 | ) | 13,039 | |||||||
| Income from assets acquired in refinancing transactions | 7,017 | 201 | ||||||||
| Net realized gains from assets acquired in refinancing transactions | 5,433 | | ||||||||
| Other income | 5,158 | 7,357 | ||||||||
| TOTAL REVENUES | 237,419 | 195,522 | ||||||||
| EXPENSES: | ||||||||||
| Losses and loss adjustment expenses | 3,984 | 7,700 | ||||||||
| Interest expense | 6,788 | 6,748 | ||||||||
| Policy acquisition costs | 15,408 | 14,798 | ||||||||
| Net interest expense from financial products and variable interest entities | 77,018 | 34,646 | ||||||||
| Other operating expenses | 26,708 | 21,813 | ||||||||
| TOTAL EXPENSES | 129,906 | 85,705 | ||||||||
| Minority interest | (2,404 | ) | (4,603 | ) | ||||||
| Equity in earnings of unconsolidated affiliates | 1,736 | 4,886 | ||||||||
| INCOME BEFORE INCOME TAXES | 106,845 | 110,100 | ||||||||
| Provision for income taxes | 26,699 | 26,053 | ||||||||
| NET INCOME | 80,146 | 84,047 | ||||||||
| OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX: | ||||||||||
| Unrealized gains (losses) on securities: | ||||||||||
| Holding gains (losses) arising during period | (22,489 | ) | 27,189 | |||||||
| Less: reclassification adjustment for gains included in net income | 2,817 | 497 | ||||||||
| Other comprehensive income (loss) | (25,306 | ) | 26,692 | |||||||
| COMPREHENSIVE INCOME | $ | 54,840 | $ | 110,739 | ||||||
The
accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.
2
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(in thousands)
| |
Common Stock |
Additional Paid-In Capital |
Accumulated Other Comp- rehensive Income |
Accumulated Earnings |
Deferred Equity Compen- sation |
Treasury Stock |
Total |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| BALANCE, December 31, 2004 | $ | 335 | $ | 900,215 | $ | 177,796 | $ | 1,471,611 | $ | 23,528 | $ | (23,528 | ) | $ | 2,549,957 | |||||||
Net income |
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80,146 |
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80,146 |
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Capital issuance costs |
|
(303 |
) |
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(303 |
) |
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Net unrealized losses on investments, net of tax |
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(25,306 |
) |
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(25,306 |
) |
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Purchase of common stock |
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(3,351 |
) |
3,351 |
|
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Dividends paid on common stock |
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|
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(17,764 |
) |
|
|
(17,764 |
) |
|||||||||||||
BALANCE, March 31, 2005 |
$ |
335 |
$ |
899,912 |
$ |
152,490 |
$ |
1,533,993 |
$ |
20,177 |
$ |
(20,177 |
) |
$ |
2,586,730 |
|||||||
The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.
3
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| |
Three Months Ended March 31, |
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|---|---|---|---|---|---|---|---|---|---|
| |
2005 |
2004 |
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| Cash flows from operating activities: | |||||||||
| Premiums received, net | $ | 93,612 | $ | 97,610 | |||||
| Policy acquisition and other operating expenses paid, net | (146,314 | ) | (117,930 | ) | |||||
| Recoverable advances recovered (paid) | 13 | (325 | ) | ||||||
| Losses and loss adjustment expenses reimbursed (paid), net | 676 | (1,091 | ) | ||||||
| Net investment income received | 50,215 | 42,992 | |||||||
| Federal income taxes paid | (10,702 | ) | (7,643 | ) | |||||
| Interest paid on notes | (6,667 | ) | (6,877 | ) | |||||
| Interest paid on guaranteed investment contracts | (43,801 | ) | (2,146 | ) | |||||
| Interest received on guaranteed investment contracts portfolio | 58,569 | 11,625 | |||||||
| Variable interest entities' net interest paid | (10,722 | ) | (7,312 | ) | |||||
| Variable interest entities' net interest income received | 7,331 | 9,818 | |||||||
| Income received from refinanced assets | 9,133 | 4,673 | |||||||
| Other | 5,897 | 2,354 | |||||||
| Net cash provided by operating activities | 7,240 | 25,748 | |||||||
| Cash flows from investing activities: | |||||||||
| Proceeds from sales and maturities of bonds | 252,379 | 168,592 | |||||||
| Purchases of bonds | (326,521 | ) | (219,680 | ) | |||||
| Net decrease in short-term investments | 132,958 | 31,608 | |||||||
| Proceeds from sales and maturities of guaranteed investment contract bonds | 1,055,831 | 359,269 | |||||||
| Purchases of guaranteed investment contract bonds | (2,246,326 | ) | (946,278 | ) | |||||
| Securities purchased under agreements to resell | | 175,000 | |||||||
| Net increase in guaranteed investment contract short-term investments | (476,636 | ) | (29,145 | ) | |||||
| Maturities of variable interest entities' bonds | 49,095 | | |||||||
| Net increase in variable interest entities' short-term investments | (48,569 | ) | (4,055 | ) | |||||
| Purchases of property, plant and equipment | (8,785 | ) | (557 | ) | |||||
| Paydowns of assets acquired through refinancing transactions | 22,143 | 13,730 | |||||||
| Proceeds from sales of assets acquired through refinancing transactions | 65,184 | | |||||||
| Other investments | (2,658 | ) | 1,723 | ||||||
| Net cash used for investing activities | (1,531,905 | ) | (449,793 | ) | |||||
| Cash flows from financing activities: | |||||||||
| Dividends paid | (17,764 | ) | | ||||||
| Securities sold under repurchase agreements | (5,656 | ) | (14,822 | ) | |||||
| Proceeds from issuance of guaranteed investment contracts | 2,488,172 | 943,848 | |||||||
| Repayment of guaranteed investment contracts | (911,813 | ) | (510,241 | ) | |||||
| Repayment of variable interest entities' debt | (1,500 | ) | | ||||||
| Capital issuance costs | (303 | ) | (261 | ) | |||||
| Net cash provided by financing activities | 1,551,136 | 418,524 | |||||||
| Net increase (decrease) in cash | 26,471 | (5,521 | ) | ||||||
| Cash at beginning of year | 14,353 | 19,460 | |||||||
| Cash at end of period | $ | 40,824 | $ | 13,939 | |||||
The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.
4
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND OWNERSHIP
Financial Security Assurance Holdings Ltd. (together with its consolidated entities, the "Company") is a holding company incorporated in the State of New York. Its primary insurance company subsidiary is Financial Security Assurance Inc. ("FSA"). The Company is primarily engaged through its insurance company subsidiaries, in providing financial guaranty insurance on asset-backed and municipal obligations. The Company also insures synthetic asset-backed obligations that generally take the form of credit default swap ("CDS") obligations or credit-linked notes that reference pools of securities or loans, with a defined deductible to cover credit risks associated with the referenced securities or loans. Financial guaranty insurance written by the Company guarantees scheduled payments on an issuer's obligation. In the case of a payment default on an insured obligation, the Company is generally required to pay the principal, interest or other amounts due in accordance with the obligation's original payment schedule or, at its option, to pay such amounts on an accelerated basis. The Company also offers guaranteed investment contracts ("GICs") through wholly-owned subsidiaries (collectively, the "GIC Subsidiaries").
The Company is a direct subsidiary of Dexia Holdings, Inc. ("DHI"), which in turn is owned 90% by Dexia Credit Local and 10% by Dexia S.A. ("Dexia"), a publicly held Belgian corporation.
The Company consolidates the results of certain variable interest entities ("VIEs"), including FSA Global Funding Limited ("FSA Global"), Premier International Funding Co. ("Premier") and Canadian Global Funding Corporation ("Canadian Global"). The majority of Canadian Global's assets were liquidated and its liabilities satisfied during the third quarter of 2004. The Company refinanced certain defaulted transactions by employing refinancing vehicles to raise funds for the refinancings. These refinancing vehicles are also consolidated. The Company's management believes that the assets held by FSA Global, Premier and the refinancing vehicles, including those that are eliminated in consolidation, are beyond the reach of the Company and its creditors, even in bankruptcy or other receivership.
2. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and, accordingly, do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2004. The accompanying condensed consolidated financial statements have not been audited by an independent registered public accounting firm in accordance with the standards of the Public Company Accounting Oversight Board (United States) but, in the opinion of management, all adjustments, which include only normal recurring adjustments necessary for a fair statement of the financial position, results of operations, and cash flows at March 31, 2005 and for all periods presented, have been made. The December 31, 2004 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results of operations for the periods ended March 31, 2005 and 2004 are not necessarily indicative of the operating results for the full year. Certain prior-year balances have been reclassified to conform to the 2005 presentation.
3. LOSSES AND LOSS ADJUSTMENT EXPENSES
The Company establishes loss liabilities based on its estimate of specific and non-specific losses. The Company also establishes liabilities for loss adjustment expenses ("LAE"), consisting of the
5
estimated cost of settling claims, including legal and other fees and expenses associated with administering the claims process.
The Company calculates a loss and LAE liability based upon identified risks inherent in its entire insured portfolio. If an individual policy risk has a probable loss as of the balance sheet date, a case reserve is established. For the remaining policy risks in the portfolio, a non-specific reserve is established to account for the inherent credit losses that can be statistically estimated.
Case reserves for financial guaranty insurance companies differ from those for traditional property and casualty insurance companies. The primary difference is that traditional property and casualty case reserves include only claims that have been incurred and reported to the insurance company. In a traditional property and casualty company, claims are incurred when defined events occur, such as an auto accident, home fire or storm. Unlike traditional property and casualty claims, financial guaranty losses arise from the extension of credit protection and occur as a result of credit deterioration of the issuer of the insured obligations over the life of the insured obligations. Such deterioration and ultimate loss amounts can be projected based on historical experience in order to estimate probable loss, if any. Accordingly, specific loss events that require case reserves include (1) policies under which claim payments have been made and additional claim payments are expected and (2) policies under which claim payments are probable and reasonably estimated, but have not yet been made.
The Company establishes a case reserve for the present value of the estimated loss, net of subrogation recoveries, when, in management's opinion, the likelihood of a future loss on a particular insured obligation is probable and reasonably estimated at the balance sheet date. When an insured obligation has met the criteria for establishing a case reserve and that transaction pays a premium in installments, those premiums, if expected to be received prospectively, are considered a form of recovery and are no longer earned as premium revenue. A case reserve is determined using cash flow or similar models that represent the Company's estimate of the net present value of the anticipated shortfall between (i) scheduled payments on the insured obligation plus anticipated loss adjustment expenses and (ii) anticipated cash flow from and proceeds to be received on sales of any collateral supporting the obligation and other anticipated recoveries. The estimated loss, net of recovery, on a transaction is discounted using the risk-free rate appropriate for the term of the insured obligation at the time the reserve is established and is not subsequently adjusted.
The Company records a non-specific reserve to reflect the credit risks inherent in its portfolio. The non-specific reserve in addition to case reserves represent the Company's estimate of total reserves. Generally, when an insured credit deteriorates to a point where claims are expected, a case reserve is established. The establishment of a non-specific reserve for credits that have not yet defaulted is a common practice in the financial guaranty industry, although the Company acknowledges that there may be differences in the specific methodologies applied by other financial guarantors in establishing and measuring these reserves.
The Company establishes a non-specific reserve on its entire portfolio of credits because management believes that a portfolio of insured obligations will deteriorate over its life and that the existence of inherent loss can be proven statistically by data such as rating agency publications. The establishment of the reserve is a systematic process that considers this quantitative, statistical information obtained primarily from Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services ("S&P"), together with qualitative factors such as overall credit quality trends resulting from economic and political conditions, recent loss experience in particular segments of the portfolio and changes in underwriting policies and procedures. The factors used to establish the
6
non-specific reserve are evaluated periodically by comparing the statistically computed loss amount to the incurred losses as represented by case reserve activity to develop an experience factor, which is updated and applied to future originations. The process results in management's best estimate of inherent losses associated with providing credit protection at each balance sheet date.
The non-specific reserve amount established considers all levels of protection (e.g. reinsurance and overcollateralization). Net par outstanding for policies originated in the current period is multiplied by loss frequency and severity factors, with the resulting amounts discounted at the risk-free rates using the treasury yield curve (the "statistical calculation"). The discount rate does not change and is used to accrete the loss for the life of each policy. The loss factors used for the calculation are the product of default frequency rates obtained from Moody's and severity factors obtained from S&P. Moody's is chosen due to its credibility, large population, statistical format and reliability of future update. The Moody's default information is applied to all credit sectors or asset classes as described below. In its publication of default rates from 1970-2003, Moody's tracks bonds over a twenty-year horizon by credit rating at time of issuance. For the purpose of establishing appropriate severity factors, the Company's methodology segregates the portfolio into asset classes, including health care transactions, all other municipal transactions, pooled corporate transactions, commercial real estate, and all other asset-backed transactions. The severity factors are derived from capital charge assessments provided by S&P. S&P capital charges project loss levels by asset class and are incorporated into their capital adequacy stress scenario analysis.
The product of the current-year statistical calculation multiplied by the current-year experience factor represents the present value of loss amounts calculated for current-year originations. The experience factor is based on the Company's inception-to-date historical losses (starting from 1993, when the Company established the non-specific reserve methodology). The experience factor is calculated by dividing cumulative inception-to-date actual losses incurred by the Company by the cumulative inception-to-date losses determined by the statistical calculation. The experience factor that applies to the whole portfolio is reviewed and, where appropriate, updated periodically, but no less than annually.
The present value of loss amounts calculated for current-year originations is established at inception of the policy and there is no subsequent change unless significant adverse or favorable loss experience is observed. In the event that the experience factor is either increased or decreased based on adverse or favorable loss experience, an analysis is performed of the non-specific reserve balance with particular emphasis on the asset class, if any, driving the experience factor adjustment. The objective of such analysis is to quantify the appropriate adjustment to the overall non-specific reserve balance for the change in experience. The adjustment that increases or decreases the non-specific reserve is charged or credited to loss expense.
The present value of loss amounts calculated for current-year originations plus an amount representing the accretion of discount pertaining to prior-year originations are charged to loss expense, and increase the non-specific reserve after adjustments that may be made to reflect observed favorable or adverse experience. The entire non-specific reserve is available to absorb probable losses inherent in the portfolio. As there are no specific losses provided in the non-specific reserve, there is no identifiable reinsurance recoverable. At the time that a case reserve is identified, the gross loss liability is recognized along with the reinsurance recoverable, if any. The amount of reinsurance recoverable depends on the policy ceded and the reinsurance agreements covering such policy. Management cannot
7
predict the specific policies that will emerge as case basis losses from the portfolio and is not entitled to recovery from the reinsurer in advance of producing a case reserve.
Since the non-specific reserve contains the inherent losses of the portfolio, when a case reserve adjustment is deemed appropriate, whether the result of adverse or positive credit developments, accretion or the addition of a new case reserve, a full transfer is made between the non-specific reserve and the case reserve balances with no effect to income. The adequacy of the non-specific reserve balance is reviewed periodically and at least annually based on a review of the Company's inception-to-date cumulative case based losses divided by the total inception-to-date cumulative net par underwritten. This inception-to-date result is compared with the product of the non-specific reserves divided by the net par outstanding as of the balance sheet date. In the event that such ratios are not in line, further analysis is performed to quantify appropriate adjustments that may be either income statement charges or benefits.
The table below presents the significant assumptions inherent in the calculations of the case and non-specific reserves.
| |
March 31, 2005 |
December 31, 2004 |
||
|---|---|---|---|---|
| Case reserve discount rate | 3.13%5.90% | 3.13%5.90% | ||
| Non-specific reserve discount rate | 1.20%7.95% | 1.20%7.95% | ||
| Current experience factor | 2.0 | 2.0 |
Reserving Methodology Industry Practice
Management is aware that there are differences regarding the method of defining and measuring both case reserves and non-specific reserves among participants in the financial guaranty industry. Other financial guarantors may establish case reserves only after a default and use different techniques to estimate probable loss. Other financial guarantors may establish the equivalent of non-specific reserves, but refer to these reserves by various terms such as, but not limited to, "unallocated losses," "active credit reserves" and "portfolio reserves," or may use different statistical techniques from those used by the Company to determine loss at a given point in time.
Management believes that existing accounting literature does not address the unique attributes of financial guaranty insurance. As an insurance enterprise, the Company initially refers to the accounting and financial reporting guidance in Statement of Financial Accounting Standards No. 60, "Accounting and Reporting by Insurance Enterprises" ("SFAS 60"). In establishing loss liabilities, the Company relies principally on SFAS 60, which prescribes differing treatment depending on whether a contract is a short-duration contract or a long-duration contract. Financial guaranty insurance does not fall clearly within the definition of either short-duration or long-duration contracts. Therefore, the Company does not believe that SFAS 60 alone provides sufficient guidance for financial guaranty claim liability recognition.
As a result, the Company also analogizes to Statement of Financial Accounting Standards No. 5, "Accounting for Contingencies" ("SFAS 5"), which requires the establishment of liabilities when a loss is both probable and estimable. The Company also relies by analogy on Emerging Issues Task Force Issue 85-20, "Recognition of fees for guaranteeing a loan" ("EITF 85-20"), which provides general guidance on the recognition of losses related to guaranteeing a loan. In the absence of a comprehensive accounting model provided by SFAS 60, industry participants, including the Company, have looked to such other guidance referred to above to develop their accounting policies for the establishment and measurement of loss liabilities. The Company believes that its financial guaranty loss
8
reserve policy is appropriate under the applicable accounting literature, and that it best reflects the fact that a portfolio of credit based insurance, comprising irrevocable contracts that cannot be unilaterally changed by the insurer and that match the maturity terms of the underlying insured obligation, contains probable and reasonably estimable losses.
In January and February of 2005, the Securities and Exchange Commission ("SEC") staff discussed with financial guaranty industry participants differences in loss recognition practices among those participants. Based on discussions with the SEC staff, the Company understands that the Financial Accounting Standards Board ("FASB") staff is considering whether additional guidance regarding financial guaranty insurance reserve methodologies should be provided. When and if the FASB or SEC reach a conclusion on this issue, the Company and the rest of the financial guaranty industry may be required to change some aspects of their loss reserving policies, and the potential changes could extend to premium and expense recognition. The Company cannot predict how the FASB or SEC will resolve this issue and the resulting impact on its financial statements.
Until additional guidance is issued, the Company intends to continue applying its existing policy regarding the establishment of both case and non-specific reserves.
The following table presents the activity in the non-specific and case reserves for each of the periods presented. Adjustments to reserves represent management's estimate of the amount required to cover the present value of the net cost of claims, based on statistical provisions for new originations and a separate review of the insured CDO portfolio. Transfers between non-specific and case reserves represent a reallocation of existing loss reserves and have no impact on earnings.
Reconciliation of Net Losses and Loss Adjustment Expenses
(in millions)
| |
Non- Specific |
Case |
Total |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2004 | $ | 99.3 | $ | 45.2 | $ | 144.5 | |||||
| Incurred | 4.0 | 4.0 | |||||||||
| Transfers | 1.8 | (1.8 | ) | | |||||||
| Payments and other decreases | | (0.6 | ) | (0.6 | ) | ||||||
| March 31, 2005 balance | $ | 105.1 | $ | 42.8 | $ | 147.9 | |||||
Management of the Company periodically evaluates its estimates for losses and loss adjustment expenses and establishes reserves that management believes are adequate to cover the present value of the ultimate net cost of claims. However, because of the uncertainty involved in developing these estimates, the ultimate liability may differ from current estimates.
The gross and net par amounts outstanding on transactions with case reserves were $720.0 million and $618.1 million, respectively, at March 31, 2005. The net case reserve consisted primarily of seven CDO transactions and one municipal transaction, which collectively accounted for approximately 90% of total net case reserves. The remaining 11 exposures were in various sectors.
4. DERIVATIVE INSTRUMENTS
Credit Default Swaps
FSA has insured a number of credit default swaps ("CDS") with the expectation that these transactions will not be subject to a market value termination for which the Company would be liable.
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It considers these agreements to be a normal extension of its financial guaranty insurance business, although they are considered derivatives for accounting purposes. These agreements are recorded at fair value. The Company believes that the most meaningful presentation of the financial statement impact of these derivatives is to reflect premiums as installments are received, to record losses and loss adjustment expenses as incurred and to record changes in fair value as incurred. The Company recorded $21.4 million and $16.0 million in net earned premium under these agreements for the three months ended March 31, 2005 and 2004, respectively.
Changes in the fair value of CDS were losses of $2.6 million for the first three months of 2005 and gains of $15.1 million for the same period in 2004, and were recorded in net realized and unrealized gains (losses) on derivative instruments in the condensed consolidated statements of operations and comprehensive income. The Company included net par outstanding of $70.2 billion and $66.0 billion relating to these CDS transactions at March 31, 2005 and December 31, 2004, respectively, in the asset-backed balances in Note 5. The gains or losses recognized by recording these contracts at fair value are determined each quarter based on quoted market prices, if available. If quoted market prices are not available, the determination of fair value is based on internally developed estimates. Management applies judgment when developing these estimates and considers factors such as current prices charged for similar agreements, performance of underlying assets, changes in internal shadow ratings, the level at which the deductible has been set and the Company's ability to obtain reinsurance for its insured obligations. The Company does not believe that the fair value adjustments are an indication of potential claims under FSA's guarantees. The average life of these contracts is 2.9 years. The inception to date gain on the CDS portfolio was $44.0 million at March 31, 2005 and $46.6 million at December 31, 2004.
Designated Hedges
The Company enters into derivative contracts, designated as fair-value hedges, to manage interest-rate and foreign currency exposure in its GIC bond portfolio, GICs, VIE debt and VIE Portfolio. The derivative contracts are recorded at fair value. These derivatives generally include interest-rate futures and interest-rate and currency swap agreements, which are primarily utilized to convert fixed-rate debt and investments into U.S. dollar floating-rate debt and investments. The gains and losses relating to these fair-value hedges are included in net interest income from financial products and VIEs and in net interest expense from financial products and VIEs, as appropriate, along with the offsetting change in fair value of the hedged item attributable to the risk being hedged. The inception-to-date net unrealized loss on derivatives used to hedge the GIC liabilities and the financial products bond portfolio of $43.0 million and $6.2 million at March 31, 2005 and December 31, 2004, respectively, was recorded in accrued expenses and other liabilities. The inception-to-date net unrealized gain on the outstanding derivatives used to hedge the VIE debt and VIE bond portfolio of $530.1 million and $590.8 million at March 31, 2005 and December 31, 2004, respectively, was recorded in other assets.
In order for a derivative to qualify for hedge accounting, it must be highly effective at reducing the risks associated with the exposure being hedged. An effective hedge is defined as a hedge that falls within an 80% to 125% correlation range. The difference between a perfect hedge (i.e., one that correlates exactly 100%) and the actual correlation within the 80% to 125% range is the ineffective portion of the hedge. A failed hedge is one whose correlation falls outside of the 80% to 125% range.
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The table below presents the net gain (loss) related to the ineffective portion of the Company's fair value hedges and net gain (loss) related to failed hedges (in millions).
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Three Months Ended March 31, |
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