EXHIBIT 99.2 FINANCIAL GUARANTY INSURANCE COMPANY =============================================================================== Unaudited Interim Financial Statements June 30, 1996 Balance Sheets 1 Statements of Income 2 Statements of Cash Flows. 3 Notes to Unaudited Interim Financial Statements. 4 Financial Guaranty Insurance Company Balance Sheets ($ in Thousands) June 30, December 31, 1996 1995 ---------------- ------------------- (Unaudited) Assets Fixed maturity securities, available for sale, at fair value (amortized cost of $2,066,231 in 1996 and $2,043,453 in 1995) $2,057,812 $2,141,584 Short-term investments, at cost, which approximates market 133,832 91,032 Cash 1,294 199 Accrued investment income 37,753 37,347 Reinsurance receivable 7,358 7,672 Deferred policy acquisition costs 93,100 94,868 Property, plant and equipment net of accumulated depreciation of $14,094 in 1996 and $12,861 in 1995 5,573 6,314 Prepaid reinsurance premiums 156,055 162,088 Prepaid expenses and other assets 50,908 39,198 --------------- --------------- Total assets $2,543,685 $2,580,302 =============== =============== Liabilities and Stockholder's Equity Liabilities: Unearned premiums 698,149 727,535 Losses and loss adjustment expenses 71,034 77,808 Ceded reinsurance payable 2,777 1,942 Accounts payable and accrued expenses 38,035 32,811 Due to parent 267 1,647 Current federal income taxes payable 67,077 51,296 Deferred federal income taxes payable 63,850 99,171 Payable for securities purchased 32,186 40,211 --------------- --------------- Total liabilities 973,375 1,032,421 --------------- --------------- Stockholder's Equity: Common stock, par value $1,500 per share at June 30, 1996 and at December 31, 1995: 10,000 shares authorized, issued and outstanding 15,000 15,000 Additional paid-in capital 334,011 334,011 Net unrealized (losses) gains on fixed maturity securities available for sale, net of tax (5,472) 63,785 Foreign currency translation adjustment (2,296) (1,499) Retained earnings 1,229,067 1,136,584 --------------- --------------- Total stockholder's equity 1,570,310 1,547,881 --------------- --------------- Total liabilities and stockholder's equity $2,543,685 $2,580,302 =============== =============== See accompanying notes to interim financial statements -1- Financial Guaranty Insurance Company Statements Of Income ($ in Thousands) Six Months Ended June 30, 1996 1995 (Unaudited) Revenues: Gross premiums written $ 45,481 $ 42,773 Ceded premiums (6,643) (5,965) -------------- ------------ Net premiums written 38,838 36,808 Decrease in net unearned premiums 23,353 18,136 -------------- ------------ Net premiums earned 62,191 54,944 Net investment income 61,513 59,327 Net realized gains 8,348 17,446 -------------- ------------ Total revenues 132,052 131,717 -------------- ------------ Expenses: Losses and loss adjustment expenses (2,702) 815 Policy acquisition costs 9,637 5,308 Other underwriting expenses 7,561 8,662 -------------- ------------ Total expenses 14,496 14,785 -------------- ------------ Income before provision for federal income taxes 117,556 116,932 Provision for federal income taxes 25,071 25,066 -------------- ------------ Net income $ 92,485 $ 91,866 ============== ============ See accompanying notes to interim financial statements -2- Financial Guaranty Insurance Company Statements Of Cash Flow ($ in Thousands) Six Months Ended June 30, 1996 1995 (Unaudited) (Unaudited) Operating activities: Net income $ 92,485 $ 91,866 Adjustments to reconcile net income to net cash provided by operating activities: Provision for deferred income taxes 2,400 11,991 Amortization of fixed maturity securities 398 1,096 Policy acquisition costs deferred (8,565) (10,254) Amortization of deferred policy acquisition costs 10,333 5,308 Depreciation of fixed assets 1,233 1,167 Change in reinsurance receivable 314 4,569 Change in prepaid reinsurance premiums 6,033 5,877 Foreign currency translation adjustment (1,226) 972 Change in accrued investment income, prepaid expenses and other assets (12,116) (3,483) Change in unearned premiums (29,386) (24,013) Change in losses and loss adjustment expense reserves (6,774) (4,617) Change in other liabilities 4,678 (11,076) Change in current income taxes payable 15,781 (9,625) Net realized gains on investments (8,348) (17,446) ------------ ------------ Net cash provided by operating activities 67,240 42,332 ------------ ------------ Investing activities: Sales or maturities of fixed maturity securities 406,676 478,328 Purchases of fixed maturity securities (429,529) (413,181) Sales or maturities (purchases) of short-term investments, net (42,800) (102,414) Purchases of property and equipment, net (492) (354) ------------ ------------ Net cash used for investing activities (66,145) (37,621) ------------ ------------ Increase (decrease) in cash 1,095 4,711 Cash at beginning of period 199 1,766 ------------ ------------ Cash at end of period $ 1,294 $ 477 ============ ============ See accompanying notes to interim financial statements -3- Financial Guaranty Insurance Company Notes to Financial Statements June 30, 1996 and 1995 (Unaudited) (1) Basis of Presentation The interim financial statements of Financial Guaranty Insurance Company (the Company) in this report reflect all adjustments necessary, in the opinion of management, for a fair statement of (a) results of operations for the six months ended June 30, 1996 and 1995, (b) the financial position at June 30, 1996 and December 31, 1995, and (c) cash flows for the six months ended June 30, 1996 and 1995. These interim financial statements should be read in conjunction with the financial statements and related notes included in the 1995 audited financial statements. The 1995 financial statements have been reclassified to conform to the 1996 presentation. The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that effect 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. (2) Statutory Accounting Practices The financial statements are prepared on the basis of GAAP, which differs in certain respects from accounting practices prescribed or permitted by state insurance regulatory authorities. The following are the significant ways in which statutory basis accounting practices differ from GAAP: (a) premiums are earned in proportion to the reduction of the related risk rather than in proportion to the coverage provided; (b) policy acquisition costs are charged to current operations as incurred rather than as related premiums are earned; (c) a contingency reserve is computed on the basis of statutory requirements for the security of all policyholders, regardless of whether loss contingencies actually exist, whereas under GAAP, a reserve is established based on an ultimate estimate of exposure; (d) certain assets designated as "non-admitted assets" are charged directly against surplus but are reflected as assets under GAAP, if recoverable; (e) federal income taxes are only provided with respect to taxable income for which income taxes are currently payable, while under GAAP taxes are also provided for differences between the financial reporting and tax bases of assets and liabilities; (f) purchases of tax and loss bonds are reflected as admitted assets, while under GAAP they are recorded as federal income tax payments; and (g) all fixed income investments are carried at amortized cost, rather than at fair value for securities classified as "Available for Sale" under GAAP. -4 - Financial Guaranty Insurance Company Notes to Financial Statements ================================================================================ The following is a reconciliation of the net income and stockholder's equity of Financial Guaranty prepared on a GAAP basis to the corresponding amounts reported on a statutory basis for the periods indicated below: Six Months Ended June 30, 1996 1995 Net Stockholder's Net Stockholder's Income Equity Income Equity GAAP basis amount $92,485 $1,570,310 $ 91,866 $1,441,820 Premium revenue recognition (4,061) (170,988) (9,905) (154,322) Deferral of acquisition costs 1,768 (93,100) (4,946) (95,874) Contingency reserve - (415,603) - (357,817) Non-admitted assets - (4,837) - (6,579) Case-basis losses incurred and salvage recoverable (3,394) (3,446) 6,631 2,531 Portfolio loss reserves - 24,000 (10,900) 35,200 Deferral of income tax 2,400 66,796 11,991 57,466 Unrealized gains on fixed maturity securities held at fair value, net of taxes - 5,472 - (27,827) Profit commission 1,273 (4,471) 4,909 (3,931) Contingency reserve tax deduction - 85,176 - 78,196 Provision for unauthorized reinsurance - - - (266) Allocation of tax benefits due to Parent's net operating loss to the Company (4) 10,287 244 9,898 ------------- ------------- ---------- ----------- Statutory basis amount $ 90,467 $1,069,596 $89,845 $978,495 ======== ========== ======= ======== -5- Financial Guaranty Insurance Company Notes to Financial Statements June 30, 1996 and 1995 (Unaudited) (3) Dividends Under New York Insurance Law, the Company may pay a dividend only from earned surplus subject to the following limitations: (bullet) Statutory surplus after dividends may not be less than the minimum required paid-in capital, which was $2,100,000 in 1996. (bullet) Dividends may not exceed the lesser of 10 percent of its surplus or 100 percent of adjusted net investment income, as defined therein, for the twelve month period ending on the preceding December 31, without the prior approval of the Superintendent of the New York State Insurance Department. The amount of the Company's surplus available for dividends during 1996 is approximately $106.2 million. (4) Income Taxes The Company's effective Federal corporate tax rate (21.3 percent and 21.4 percent for the six months ended June 30, 1996 and 1995, respectively) is less than the statutory corporate tax rate (35 percent in 1996 and 1995) on ordinary income due to permanent differences between financial and taxable income, principally tax-exempt interest. (5) Reinsurance In accordance with Statement of Financial Accounting Standards No. 113 ("SFAS 113"), "Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts", adopted in 1993, the Company reports assets and liabilities relating to reinsured contracts gross of the effects of reinsurance. Net premiums earned are shown net of premiums ceded of $12.7 million and $11.6 million, respectively, for the six months ended June 30, 1996 and 1995. - 6 -