10-Q 1 a2177900z10-q.htm 10-Q
QuickLinks -- Click here to rapidly navigate through this document



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)  

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2007

OR

o

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: 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.)

31 West 52nd Street
New York, New York 10019

(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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o                Accelerated filer o    Non-accelerated filer ý

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes o        No ý

        At May 10, 2007, there were 33,276,017 outstanding shares of Common Stock of the registrant (excludes 241,978 shares of treasury stock).





INDEX

 
 
  Page
PART I.    FINANCIAL INFORMATION    

Item 1.

Financial Statements

 

 
  Consolidated Financial Statements (unaudited)    
  Financial Security Assurance Holdings Ltd. and Subsidiaries    
  Consolidated Balance Sheets (unaudited)   1
  Consolidated Statements of Operations and Comprehensive Income (unaudited)   2
  Consolidated Statement of Changes in Shareholders' Equity (unaudited)   3
  Consolidated Statements of Cash Flows (unaudited)   4
  Notes to Consolidated Financial Statements (unaudited)   5

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

16

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

33

Item 4T.

Controls and Procedures

 

34

PART II.    OTHER INFORMATION

 

 

Item 6.

Exhibits

 

35

SIGNATURES

 

36


PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.


FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (unaudited)
(in thousands, except share data)

 
  March 31,
2007

  December 31,
2006

 
ASSETS              
General investment portfolio:              
  Bonds at fair value (amortized cost of $4,537,183 and $4,546,147)   $ 4,699,463   $ 4,721,512  
  Equity securities at fair value (cost of $39,275 and $54,291)     39,321     54,325  
  Short-term investments (cost of $89,414 and $96,055)     90,537     96,578  
Financial products segment investment portfolio:              
  Bonds at fair value (amortized cost of $17,341,154 and $16,692,183)     17,382,956     16,757,979  
  Short-term investments     702,496     659,704  
  Trading portfolio at fair value     214,028     119,424  
Assets acquired in refinancing transactions:              
  Bonds at fair value (amortized cost of $40,533 and $40,133)     41,699     41,051  
  Securitized loans     229,661     241,785  
  Other     53,608     55,036  
   
 
 
    Total investment portfolio     23,453,769     22,747,394  
   
 
 
Cash     37,529     32,471  
Deferred acquisition costs     344,793     340,673  
Prepaid reinsurance premiums     1,006,277     1,004,987  
Reinsurance recoverable on unpaid losses     39,126     37,342  
Other assets     1,485,714     1,610,759  
   
 
 
  TOTAL ASSETS   $ 26,367,208   $ 25,773,626  
   
 
 
LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS' EQUITY              
Deferred premium revenue   $ 2,655,801   $ 2,653,321  
Losses and loss adjustment expenses     233,500     228,122  
Financial products segment debt     18,814,436     18,349,665  
Deferred federal income taxes     297,255     298,542  
Notes payable     730,000     730,000  
Accrued expenses, other liabilities and minority interest     882,733     791,664  
   
 
 
  TOTAL LIABILITIES AND MINORITY INTEREST     23,613,725     23,051,314  
   
 
 
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 capital—common     906,687     906,687  
Accumulated other comprehensive income (net of deferred income taxes of $73,452 and $86,119)     136,514     160,038  
Accumulated earnings     1,709,947     1,655,252  
Deferred equity compensation     19,225     19,225  
Less treasury stock at cost (241,978 shares held)     (19,225 )   (19,225 )
   
 
 
  TOTAL SHAREHOLDERS' EQUITY     2,753,483     2,722,312  
   
 
 
  TOTAL LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS' EQUITY   $ 26,367,208   $ 25,773,626  
   
 
 

The accompanying Notes are an integral part of the Consolidated Financial Statements (unaudited).

1



FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (unaudited)
(in thousands)

 
  Three Months Ended
March 31,

 
 
  2007
  2006
 
REVENUES              
  Net premiums written   $ 100,200   $ 88,732  
   
 
 
  Net premiums earned   $ 99,012   $ 94,496  
  Net investment income     57,709     53,046  
  Net realized gains (losses)     (155 )   (918 )
  Net interest income from financial products segment     247,678     176,289  
  Net realized gains (losses) from financial products segment     534     77  
  Net realized and unrealized gains (losses) on derivative instruments     18,371     57,825  
  Income from assets acquired in refinancing transactions     5,852     6,981  
  Net realized gains (losses) from assets acquired in refinancing transactions     269     712  
  Other income     5,559     7,348  
   
 
 
TOTAL REVENUES     434,829     395,856  
   
 
 

EXPENSES

 

 

 

 

 

 

 
  Losses and loss adjustment expenses     4,390     3,285  
  Interest expense     11,584     6,748  
  Policy acquisition costs     15,951     16,210  
  Foreign exchange (gains) losses from financial products segment     17,504     36,185  
  Net interest expense from financial products segment     241,683     155,660  
  Other operating expenses     30,262     31,304  
   
 
 
TOTAL EXPENSES     321,374     249,392  
   
 
 
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST     113,455     146,464  
Provision (benefit) for income taxes:              
    Current     16,879     11,779  
    Deferred     11,380     42,005  
   
 
 
    Total provision     28,259     53,784  
   
 
 
NET INCOME BEFORE MINORITY INTEREST     85,196     92,680  
  Less: Minority interest         (37,525 )
   
 
 
NET INCOME     85,196     130,205  

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX

 

 

 

 

 

 

 
Unrealized gains (losses) arising during the period, net of deferred income tax provision (benefit) of $(12,339) and $(34,286)     (22,914 )   (64,179 )
Less: reclassification adjustment for gains (losses) included in net income, net of deferred income tax provision (benefit) of $328 and $(312)     610     (579 )
   
 
 
Other comprehensive income (loss)     (23,524 )   (63,600 )
   
 
 
COMPREHENSIVE INCOME   $ 61,672   $ 66,605  
   
 
 

The accompanying Notes are an integral part of the Consolidated Financial Statements (unaudited).

2



FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited)
(in thousands)

 
  Common
Stock

  Additional
Paid-In
Capital-
Common

  Accumulated
Other
Comprehensive
Income

  Accumulated
Earnings

  Deferred
Equity
Compensation

  Treasury
Stock

  Total
 
BALANCE, December 31, 2006   $ 335   $ 906,687   $ 160,038   $ 1,655,252   $ 19,225   $ (19,225 ) $ 2,722,312  
Net income for the year                       85,196                 85,196  
Net change in accumulated other comprehensive income (net of deferred income tax provision (benefit) of ($12,667)                 (23,524 )                     (23,524 )
Dividends paid on common stock                       (30,501 )               (30,501 )
   
 
 
 
 
 
 
 
BALANCE, March 31, 2007   $ 335   $ 906,687   $ 136,514   $ 1,709,947   $ 19,225   $ (19,225 ) $ 2,753,483  
   
 
 
 
 
 
 
 

The accompanying Notes are an integral part of the Consolidated Financial Statements (unaudited).

3



FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(in thousands)

 
  Three Months Ended
March 31,

 
 
  2007
  2006
 
Cash flows from operating activities:              
  Premiums received, net   $ 77,982   $ 36,073  
  Policy acquisition and other operating expenses paid, net     (158,287 )   (132,000 )
  Salvage and subrogation     5     267  
  Losses and loss adjustment expenses paid, net     (850 )   (1,464 )
  Net investment income received     58,324     51,900  
  Federal income taxes paid     (6,914 )   (1,624 )
  Interest paid on notes payable     (6,758 )   (6,658 )
  Interest paid on financial products segment     (162,000 )   (130,176 )
  Interest received on financial products segment     227,438     153,235  
  Financial products segment net derivative payments     14,096     14,220  
  Income received from refinanced assets     4,132     5,829  
  Purchases of trading portfolio securities     (98,772 )    
  Other     7,126     4,990  
   
 
 
    Net cash provided by (used for) operating activities     (44,478 )   (5,408 )
   
 
 
Cash flows from investing activities:              
  Proceeds from sales of bonds in general investment portfolio     738,856     420,218  
  Proceeds from maturities of bonds     60,132     36,706  
  Purchases of bonds     (783,307 )   (451,712 )
  Net (increase) decrease in short-term investments     6,959     49,630  
  Proceeds from sales of bonds in financial products segment     1,766,598     1,374,077  
  Proceeds from maturities of bonds in financial products segment     830,183     218,592  
  Purchases of bonds in financial products segment     (3,087,109 )   (1,582,351 )
  Securities purchased under agreements to resell     150,000     330,000  
  Net (increase) decrease in financial products segment short-term investments     (42,792 )   (115,300 )
  Purchases of property, plant and equipment     (212 )   (1,018 )
  Paydowns of assets acquired in refinancing transactions     15,374     51,875  
  Proceeds from sales of assets acquired in refinancing transactions     286     4,995  
  Other investments     14,732     529  
   
 
 
    Net cash provided by (used for) investing activities     (330,300 )   336,241  
   
 
 
Cash flows from financing activities:              
  Dividends paid     (30,501 )   (32,466 )
  Proceeds from issuance of financial products segment debt     1,236,509     713,362  
  Repayment of financial products segment debt     (826,192 )   (1,028,242 )
  Capital issuance costs     (220 )   (233 )
   
 
 
    Net cash provided by (used for) financing activities     379,596     (347,579 )
   
 
 
Effect of changes in foreign exchange rates on cash balances     240     772  
   
 
 
Net (decrease) increase in cash     5,058     (15,974 )
Cash at beginning of period     32,471     43,629  
   
 
 
Cash at end of period   $ 37,529   $ 27,655  
   
 
 

The accompanying Notes are an integral part of the Consolidated Financial Statements (unaudited).

4



FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1.    ORGANIZATION AND OWNERSHIP

        Financial Security Assurance Holdings Ltd. ("FSA Holdings" or, together with its consolidated entities, the "Company") is a holding company incorporated in the State of New York. The Company operates in two business segments: the Financial Guaranty Segment and the Financial Products ("FP") Segment. In the Financial Guaranty Segment, the principal segment, the Company provides financial guaranty insurance on public finance and asset-backed obligations through its primary insurance company subsidiary, Financial Security Assurance Inc. ("FSA"), and other domestic and foreign insurance subsidiaries. The Company's underwriting policy is to insure public finance and asset-backed obligations that it determines would be investment-grade quality without the benefit of the Company's insurance. Public finance obligations insured by the Company consist primarily of general obligation bonds supported by the issuers' taxing powers and special revenue bonds and other special obligations of states and local governments supported by the issuers' abilities to impose and collect fees and charges for public services or specific projects. Public finance obligations include obligations backed by the cash flow from leases or other revenues from projects serving substantial public purposes, including government office buildings, toll roads, health care facilities and utilities. Asset-backed obligations insured by the Company are generally issued in structured transactions and are backed by pools of assets, such as residential mortgage loans, consumer receivables, securities or other assets having an ascertainable cash flow or market value. 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 specific asset-backed securities or pools of securities or loans, with a defined deductible to cover credit risks associated with the referenced securities or loans. The Company has refinanced certain defaulted transactions by employing refinancing vehicles to raise funds for the refinancings. These refinancing vehicles are consolidated. The Company's management believes that the assets held by the refinancing vehicles are beyond the reach of the Company and its creditors, even in bankruptcy or other receivership.

        In the FP Segment, the Company issues guaranteed investment contracts ("GICs") in the municipal GIC and other markets through several consolidated affiliates ("GIC Affiliates"). The GIC Affiliates lend the proceeds from their sales of GICs to FSA Asset Management LLC ("FSAM"), which invests the funds, generally in obligations that qualify for FSA insurance. FSAM wholly owns FSA Portfolio Asset Limited, a U.K. Company that invests in non-U.S. securities. The FP Segment also includes the results of certain variable interest entities ("VIEs"), including FSA Global Funding Limited ("FSA Global") and Premier International Funding Co. ("Premier"). FSA Global issues FSA- insured medium term notes and generally invests the proceeds from the sale of its notes in FSA-insured GICs or other FSA-insured obligations with a view to realizing the yield difference between the notes issued and the obligations purchased with the note proceeds. Substantially all the assets of FSA Global are pledged to secure the repayment, on a pro rata basis, of FSA Global's notes and its other obligations. Premier is principally engaged in debt defeasance for lease transactions. The FP Segment debt is issued at or converted into LIBOR-based floating-rate obligations and the proceeds are invested in or converted into LIBOR-based floating-rate investments intended to result in profits from a higher investment rate than borrowing rate. The Company's management believes that the assets held by the consolidated VIEs, including those that are eliminated in consolidation, are beyond the reach of the Company and its creditors, even in bankruptcy or other receivership.

        The Company is a direct subsidiary of Dexia Holdings, Inc. ("DHI"), which in turn is owned 10% by Dexia S.A. ("Dexia"), a publicly held Belgian corporation, and 90% by Dexia Credit Local S.A., a wholly owned subsidiary of Dexia.

5



2.    BASIS OF PRESENTATION

        The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the financial position, results of operations and cash flows as of and for the period ended March 31, 2007 and for all periods presented. These 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, 2006. The accompanying 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). The December 31, 2006 consolidated balance sheet was derived from audited financial statements. The results of operations for the periods ended March 31, 2007 and 2006 are not necessarily indicative of the operating results for the full year. Certain prior-year balances have been reclassified to conform to the 2007 presentation.

Revisions

        The statement of cash flows for the period ended March 31, 2007 appropriately segregates the effect of changes in foreign exchange rates on cash balances into a separate line item. The effect of foreign exchange rates on cash balances has historically been included in cash flows from operations. The statements of cash flows for the period ended March 31, 2006 has been revised to conform to the 2007 presentation. The 2006 statement of cash flows also reflects the reclassification of certain accounts. The amount revised for 2006 from cash to short-term investments was $27.6 million.

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 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 insured portfolio. If an individual policy risk has a reasonably estimable and 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.

        The following table presents the activity in non-specific and case reserves for the three months ended March 31, 2007. 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. Transfers between non-specific and case reserves represent a reallocation of existing loss reserves and have no impact on earnings.

6




Reconciliation of Net Losses and Loss Adjustment Expenses

 
  Non-
Specific

  Case
  Total
 
 
  (in millions)

 
December 31, 2006   $ 137.8   $ 53.0   $ 190.8  
Incurred     4.4         4.4  
Transfers     (3.1 )   3.1      
Payments and other decreases         (0.8 )   (0.8 )
   
 
 
 
March 31, 2007 balance   $ 139.1   $ 55.3   $ 194.4  
   
 
 
 

        Management of the Company periodically evaluates its estimates for losses and LAE 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 $456.1 million and $375.6 million, respectively, at March 31, 2007. The net case reserves consisted primarily of five collateralized debt obligation ("CDO") risks and two municipal risks, which collectively accounted for approximately 94.8% of total net case reserves. The remaining eight exposures were in non-municipal sectors.

        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. In April 2007, the Financial Accounting Standards Board (the "FASB") published an exposure draft proposing new guidance for financial guaranty insurance accounting. This exposure draft proposes, among other things, changes to reserving and premium earnings methodologies. Based on management's current understanding of this exposure draft, the effect of these changes would be material to the financial statements if adopted.

4.    FINANCIAL PRODUCTS SEGMENT DEBT

        The obligations under GICs issued by the GIC Affiliates may be called at various times prior to maturity based on certain agreed-upon events. As of March 31, 2007, interest rates were between 1.91% and 6.07% per annum on outstanding GICs and between 1.98% and 6.20% per annum on VIE debt. Payments due under GICs are based on expected withdrawal dates and exclude negative hedge accounting adjustments and prepaid interest of $82.3 million and include accretion of $936.6 million. VIE debt excludes fair-value adjustments of $136.0 million and includes $1,036.6 million of future interest accretion on zero-coupon obligations. The following table presents the combined principal

7



amounts due under GIC and VIE debt for the remainder of 2007, each of the next four calendar years ending December 31, and thereafter:

 
  Principal
Amount

 
  (in millions)

2007   $ 3,341.1
2008     1,699.1
2009     2,420.1
2010     2,571.6
2011     1,274.9
Thereafter     9,427.1
   
  Total   $ 20,733.9
   

5.    OUTSTANDING EXPOSURE

        The Company's policies insure the scheduled payments of principal and interest on public finance and asset-backed (including FSA-insured derivatives) obligations. The gross amount of financial guaranties in force (principal and interest) was $744.8 billion at March 31, 2007 and $743.9 billion at December 31, 2006. The net amount of financial guaranties in force was $542.3 billion at March 31, 2007 and $531.4 billion at December 31, 2006. The Company limits its exposure to losses from writing financial guaranties by underwriting investment-grade obligations, diversifying its portfolio and maintaining rigorous collateral requirements on asset-backed obligations, as well as through reinsurance.

        The net and ceded par outstanding of insured obligations in the public finance insured portfolio included the following amounts:

 
  Net Par Outstanding
  Ceded Par Outstanding
 
  March 31, 2007
  December 31,
2006

  March 31, 2007
  December 31,
2006

 
  (in millions)

Domestic obligations                        
  General obligation   $ 106,685   $ 103,112   $ 28,668   $ 28,143
  Tax-supported     47,159     46,479     18,730     18,733
  Municipal utility revenue     41,561     40,495     13,656     13,367
  Health care revenue     13,303     13,155     10,462     10,144
  Housing revenue     7,441     7,576     1,954     2,039
  Transportation revenue     16,253     16,164     10,322     10,337
  Education     4,754     4,378     1,606     1,027
  Other domestic public finance     1,615     1,628     506     509
International obligations     18,576     18,306     15,034     14,554
   
 
 
 
    Total public finance obligations   $ 257,347   $ 251,293   $ 100,938   $ 98,853
   
 
 
 

8


        The net and ceded par outstanding of insured obligations in the asset-backed insured portfolio (including FSA-insured CDS) included the following amounts:

 
  Net Par Outstanding
  Ceded Par Outstanding
 
  March 31, 2007
  December 31,
2006

  March 31,
2007

  December 31,
2006

 
  (in millions)

Domestic obligations                        
  Residential mortgages   $ 17,921   $ 15,666   $ 2,906   $ 2,555
  Consumer receivables     10,086     10,599     592     664
  Pooled corporate obligations     51,493     45,914     6,377     8,729
  Other domestic asset-backed obligations(1)