10-Q 1 b10q033103.txt FGIC SECURITIES PURCHASE, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT Under Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTER ENDED MARCH 31, 2003 Commission File No. 0-19564 FGIC SECURITIES PURCHASE, INC. A DELAWARE CORPORATION IRS EMPLOYER IDENTIFICATION NO. 13-3633082 125 PARK AVENUE, NEW YORK, NEW YORK 10017 TELEPHONE - (212) 312-3000 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 and (2) has been subject to such filing requirements for the past 90 days. Yes __X__ No _____ Shares Outstanding Title of Class at May 2, 2003 -------------- Common Stock (voting), $10.00 par value 10 Registrant meets the conditions set forth in general instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format. FGIC SECURITIES PURCHASE, INC. (A Wholly Owned Subsidiary of FGIC Holdings, Inc.) TABLE OF CONTENTS PAGE PART I. FINANCIAL INFORMATION Item 1. Financial Statements: Balance Sheets 1 Statements of Income 2 Statements of Cash Flows 3 Note to Unaudited Interim Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Item 4. Controls and Procedures 7 PART II. OTHER INFORMATION Other Information: Item 1. Legal Proceedings 8 Item 2. Changes in Securities 8 Item 3. Defaults on Senior Securities 8 Item 4. Submission of Matters to a Vote of Security Holders 8 Item 5. Other Information 8 Item 6. Exhibits and Reports on Form 8-K 8 Signatures 9 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 10 ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~ FGIC SECURITIES PURCHASE, INC. (A Wholly Owned Subsidiary of FGIC Holdings, Inc.) Balance Sheets ~~September~~March 3031, ~~2002~~2003 and December 31, ~~2001~~2002 ~~SEPTEMBER~~MARCH 3031, DECEMBER 31, Assets 2003 2002 ~~2001~~ ------------------- ------------------- (Unaudited) Liquidity fees receivable $ 12,~~753~~153,~~436~~276 1,~~837~~827,~~773~~918 Due from GE Capital 36,~~440~~518,~~004~~296 2934,~~096~~799,~~779~~176 ~~Other assets 59,788 147,822~~ ------------------- ------------------- Total assets $ 38,~~253~~671,~~228~~572 3136,~~082~~627,~~374~~094 =================== =================== LIABILITIES AND STOCKHOLDER'S EQUITY Liabilities: Deferred liquidity fee income $ ~~957~~847,~~062~~240 ~~865~~926,~~611~~202 Due to affiliates 31,~~088~~237,~~043~~867 ~~642~~135,~~137~~773 Commitment fees payable to GE Capital ~~919~~1,~~196~~062,713 ~~700~~992,~~251~~975 Accounts payable and accrued expenses ~~522~~504,~~630~~732 ~~460~~496,~~951~~417 Taxes payable ~~987~~717,~~750~~670 ~~511~~988,~~913~~291 ------------------- ------------------- Total liabilities 64,~~474~~370,~~681~~222 3,~~180~~539,~~863~~658 ------------------- ------------------- Stockholder's ~~equity~~Equity: Common stock, par value $10.00 per share;. ~~10 shares authorized~~Authorized, issued, and outstanding 10 shares 100 100 Additional paid-in capital 822,145 822,145 Retained earnings 3033,~~956~~479,~~302~~105 2732,~~079~~265,~~266~~191 ------------------- ------------------- Total stockholder's equity 3134,~~778~~301,~~547~~350 2733,~~901~~087,~~511~~436 ------------------- ------------------- Total liabilities and stockholder's equity $ 38,~~253~~671,~~228~~572 3136,~~082~~627,~~374~~094 =================== ===================

See accompanying notes to unaudited interim financial statements. - 1 -

FGIC SECURITIES PURCHASE, INC. (A Wholly Owned Subsidiary of FGIC Holdings, Inc.) Statements of Income ~~(Unaudited)~~and ~~THREE~~Retained ~~MONTHS~~Earnings ~~ENDED~~Three-months ~~NINE~~ended ~~MONTHS~~March ~~ENDED SEPTEMBER 30~~31, ~~SEPTEMBER~~2003 ~~30,~~and ~~------------------------------------ ------------------------------------~~ 2002 ~~2001~~(Unaudited) 2003 2002 ~~2001~~ ----------------- --~~---------------~~ ----------------- --~~--------------~~ Liquidity fee income $ 2,~~782~~262,~~371~~214 12,~~601~~236,~~093~~866 ~~7,029,785 4,922,414~~ General and administrative expenses ~~277~~254,~~622~~085 ~~231~~172,~~640~~989 ~~616,160 767,370~~ ----------------- --~~---------------~~ ----------------- --~~--------------~~ Income before income taxes 2,~~504~~008,~~749~~129 12,~~369~~063,~~453~~877 ~~6,413,625 4,155,044~~ ----------------- --~~---------------~~ ----------------- --~~--------------~~ Income tax expense: Federal ~~815~~653,~~295~~646 ~~445~~669,~~757~~129 ~~2,087,635 1,352,467~~ State and local ~~175~~140,~~333~~569 95144,~~862~~471 ~~448,954 290,853~~ ------------------- ------------------- Total income tax expense 794,215 813,600 ------------------- ------------------- ~~Total~~Net income ~~tax expense 990~~1,~~628~~213,914 ~~541~~1,~~619~~250,277 2Retained earnings beginning of period 32,~~536~~265,~~589~~191 127,~~643~~079,~~320~~266 ----------------- --~~---------------~~ ----------------- --~~--------------~~ ~~Net~~Retained ~~income~~earnings $end ~~1,514,121~~of ~~827,834~~period 3$ 33,~~877~~479,~~036~~105 228,~~511~~329,~~724~~543 ================= ==~~===============~~ ================= ==~~==============~~

See accompanying notes to unaudited interim financial statements. - 2 -

FGIC SECURITIES PURCHASE, INC. (A Wholly Owned Subsidiary of FGIC Holdings, Inc.) Statements of Cash Flows ~~Nine~~ Three-months ended ~~September~~March 3031, ~~2002~~2003 and ~~2001~~2002 (Unaudited) ~~NINE~~2003 ~~MONTHS ENDED SEPTEMBER 30, -----------------------------------------~~ 2002 ~~2001~~ ------------------- ------------------- Operating activities: Net income $ 31,~~877~~213,~~036~~914 21,~~511~~250,~~724~~277 Adjustments to reconcile net income to net cash provided by operating activities: Change in taxes payable ~~475,837~~ (~~111~~270,~~921~~621) 190,005 Change in due from GE Capital (71,~~343~~719,~~225~~120) ~~5,297,455 Change in due from affiliates --~~ (~~103~~1,~~946~~184,199) Change in due to affiliates 21,~~445~~102,~~906~~094 (7723,~~786,456)~~594 Change in ~~other assets 88,034 173,976 Change in~~ liquidity fees receivable 84(325,~~337~~358) (~~108~~952,~~692~~279) Change in deferred liquidity fee income ~~91,451~~ (2378,~~697~~962) 46,203 Change in accounts payable and accrued expenses 618,~~679~~315 123,~~154~~001 Change in commitment fees payable to GE Capital ~~218~~69,~~945~~738 ~~139~~69,~~403~~989 ------------------- ------------------- Cash provided by operating activities -- --146,591 ------------------- ------------------- Net change in cash and cash equivalents -- --146,591 Cash and cash equivalents at beginning of period -- -- ------------------- ------------------- Cash and cash equivalents at end of period $ -- --146,591 =================== ===================

See accompanying notes to unaudited interim financial statements. - 3 - FGIC SECURITIES PURCHASE, INC. (A Wholly Owned Subsidiary of FGIC Holdings, Inc.) Notes to Unaudited Interim Financial Statements March 31, 2003 (Unaudited) (1) BUSINESS FGIC Securities Purchase, Inc. (FGIC-SPI) is a wholly owned subsidiary of FGIC Holdings, Inc. (the Parent). The Parent is wholly owned by GEI, Inc., which, in turn, is wholly owned by General Electric Capital Corporation (GE Capital). FGIC-SPI provides liquidity for certain floating rate municipal securities whereby FGIC-SPI will, under certain circumstances, purchase such securities in the event they are tendered by the holders thereof as permitted under the terms of the respective bond authorizing documents. As of March 31, 2003, FGIC-SPI had approximately $4.5 billion (par and interest) of potential obligations under such arrangements. At March 31, 2003, the Company had remaining capacity of $0.3 billion. Presently, management of the Company has decided not to provide any new liquidity facilities. Management will continue to reassess this decision in the future. The current liquidity facilities shall remain in effect in accordance with their terms. In order to obtain funds to purchase the securities, in the event such purchases are necessary, FGIC-SPI has entered into standby loan agreements with GE Capital totaling $4.5 billion at March 31, 2003, under which GE Capital will be irrevocably obligated to lend funds as needed for FGIC-SPI to purchase the securities. (2) SIGNIFICANT ACCOUNTING POLICIES The unaudited interim financial statements of FGIC-SPI contained in this report reflect all normal recurring adjustments necessary, in the opinion of management, for a fair statement of (a) results of operations for the three months ended March 31, 2003 and 2002, (b) the financial position as of March 31, 2003 and (c) cash flows for the three months ended March 31, 2003 and 2002. These unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the 2002 Annual Report on Form 10-K. Significant accounting policies are as follows: (A) CASH AND CASH EQUIVALENTS Cash and cash equivalents are carried at cost, which approximates fair value. For purposes of the statement of cash flows, FGIC-SPI considers all highly liquid investments with original maturities of six months or less, which are not with affiliated entities, to be cash equivalents. (B) REVENUE RECOGNITION Fees are paid up-front and in installments. Up-front fees are earned on a straight-line basis over the life of the liquidity commitment, usually five years, and installments fees are earned straight-line over the installment period. - 4 - FGIC SECURITIES PURCHASE, INC. (A Wholly Owned Subsidiary of FGIC Holdings, Inc.) Notes to Unaudited Interim Financial Statements March 31, 2003 (Unaudited) (C) FAIR VALUES OF FINANCIAL INSTRUMENTS The carrying amounts of FGIC-SPI's financial instruments, relating primarily to short-term investments, liquidity fees receivable, due from GE Capital, other assets, deferred liquidity fee income, due to affiliates, commitment fees payable to GE Capital, accounts, and accrued expenses and taxes payable, approximate their fair values. (D) EXPENSES Direct expenses incurred by the Parent are fully allocated to FSIC-SPI on a specific identification basis. Employee related expenses are allocated by affiliates to FGIC-SPI. For the three months ended March 31, 2003 and 2002 expenses of $173,031 and $100,000, respectively, were allocated to FGIC-SPI. Management believes that such allocation method is reasonable. Management believes that such expenses, as reported in the statement of income, would not differ materially from what expenses would have been on a stand-alone basis. (E) COMMITMENT FEES The commitment fees are accrued on the outstanding liquidity facilities. (F) RESERVE FOR LOSSES It is management's policy to establish a reserve for losses based upon its estimate of the ultimate aggregate losses relative to its obligations under the liquidity facility arrangements written. At March 31, 2003, management does not anticipate any losses relative to such arrangements. (G) OTHER COMPREHENSIVE INCOME There are no elements of other comprehensive income. (H) NEW ACCOUNTING PRONOUNCEMENTS In November 2002, the FASB issued Interpretation No. 45 (FIN 45) Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. The liquidity facilities issued by FGIC-SPI are subject to the disclosure requirements of FIN 45 and management believes the accounting provisions of FIN 45 are applicable to the facilities issued by the Company; however, no new facilities were issued in 2003. (3) INCOME TAXES Under an intercompany tax-sharing agreement with its parent, FGIC-SPI is included in the consolidated Federal income tax returns filed by GE Capital. FGIC-SPI provides for taxes as if it filed a separate tax return. - 5 - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Liquidity fees are received up-front at the inception of the contract and in installments over the life of the contract. Up-front fees are earned on a straight-line basis over the life of the liquidity commitment, and installment fees are earned straight-line over the installment period. Presently, management of the Company has decided not to provide any new liquidity facilities. Management will continue to reassess this decision in the future. The current liquidity facilities shall remain in effect in accordance with their terms. For the three months ended March 31, 2003, FGIC-SPI earned liquidity fees of $2,262,214 compared to $2,236,866 for the three months ended March 31, 2002. The earnings on the liquidity facilities is such due to the fact no new deals have been written in 2003 and there have only been limited terminations or maturities. FGIC-SPI incurred $254,085 and $172,989 of general and administrative expenses for the three months ended March 31, 2003 and 2002, respectively. Included in general and administrative expenses were commitment fees owed to GE Capital of $69,738 in 2003 and $69,989 in 2002. The level nature of the commitment fees is consistent with the level nature of liquidity fees. The remainder of general and administrative expenses is primarily comprised of intercompany overhead expense allocations, which increased due to increase in underlying costs being allocated. The effective Federal Tax rate during 2003 and 2002 was equal to the Federal corporate tax rate of 35% giving consideration to the benefit for the deduction of state taxes of 7%. LIQUIDITY AND CAPITAL RESOURCES Liquidity is a measure of the ability to generate sufficient cash to meet cash obligations as they come due. FGIC-SPI's primary source of cash is from liquidity fees and investment income. Cash outflows primarily relate to general and administrative expenses, GE Capital commitment fees, and income taxes. To date FGIC-SPI has not been required to purchase securities (fund a cash outflow) under the liquidity facilities issued. Should FGIC-SPI be required to fund such an outflow, the Company can readily access the cash balances held by GE Capital ($36.6 million at March 31, 2003) and draw upon the standby loan agreement ($4.5 billion at March 31, 2003) in the amount of the purchase price of tendered bonds. - 6 - CRITICAL ACCOUNTING POLICIES The footnotes to the Company's financial statements disclose the Company's significant accounting policies. Some accounting policies may be critical to the portrayal of the Company's financial condition and results of operations as they require management to establish estimates based on subjective judgments. The Company's accounting policy with respect to the recognition of revenue was considered a critical accounting policy as management estimates the risk associated with the liquidity facilities is distributed ratably over the life of facilities and as such earns the fees evenly over the liquidity facility period. ITEM 4. CONTROLS AND PROCEDURES (a) Within the 90-day period prior to the filing of this report, the Company's management, including the President and Treasurer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Exchange Act Rule 13a-14(c). Based on that evaluation, the President and Treasurer concluded that the Company's disclosure controls and procedures were effective as of the date of that evaluation. (b) There have been no significant changes in the Company's internal controls during the period covered by this report or, to our knowledge, in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation. - 7 - OTHER INFORMATION 1. LEGAL PROCEEDINGS Omitted 2. CHANGES IN SECURITIES Omitted 3. DEFAULTS ON SENIOR SECURITIES Omitted 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Omitted 5. OTHER INFORMATION Omitted 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits Exhibit99.1 - Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 Exhibit 99.2 - Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. b) Report on Form 8-K Omitted - 8 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FGIC SECURITIES PURCHASE, INC. ------------------------------ (Registrant) Date: May 2, 2003 /s/ Deborah M. Reif ---------------- ------------------------------------ Deborah Mary Reif President (principal executive officer) Date: May 2, 2003 /s/ J. Stevenson Barker ---------------- ------------------------------------ J. Stevenson Barker Treasurer and Assistant Secretary (principal financial and accounting officer) - 9 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION ------------- I, Deborah M. Reif, certify that: (1) I have reviewed this quarterly report on Form 10-Q of FGIC Securities Purchase, Inc. (The Company); (2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; (4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function); (a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and (6) The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 2, 2003 /s/ Deborah M. Reif ----------------- ------------------------------------ Deborah M. Reif President (principal executive officer) - 10 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION ------------- I, J. Stevenson Barker, certify that: (1) I have reviewed this quarterly report on Form 10-Q of FGIC Securities Purchase, Inc. (The Company); (2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; (4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function); (a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and (6) The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 2, 2003 /s/ J. Stevenson Barker ---------------- -------------------------------------- J. Stevenson Barker Treasurer and Assistant Secretary (principal financial and accounting officer) - 11 - EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of FGIC Securities Purchase, Inc. (the Company) on Form 10-Q for the period ending March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Deborah M. Reif, Chief Executive Officer of the Company, herby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) such report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 2, 2003 /s/ Deborah M. Reif ------------------ ----------------------------------- Deborah M. Reif President (principal executive officer) A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. - 12 - EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of FGIC Securities Purchase, Inc. (the Company) on Form 10-Q for the period ending March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, J. Stevenson Barker, Chief Financial Officer of the Company, herby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) such report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 2, 2003 /s/ J. Stevenson Barker ----------------- --------------------------------------- J. Stevenson Barker Treasurer and Assistant Secretary (principal financial and accounting officer) A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. - 12 -

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