AMBAC FINANCIAL GROUP INC | 2013 | FY | 3


The implementation of the Reorganization Plan and the adoption of Fresh Start in the Company’s condensed consolidated balance sheet as of the Fresh Start Reporting Date are as follows:

AMBAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

Reorganized Condensed Consolidated Balance Sheet

As of April 30, 2013

 

     Predecessor
Ambac
    Reorganization
Item Adjustments
    Fresh Start
Adjustments
    Successor
Ambac
 
(Dollars in Thousands)    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  

Assets:

        

Investments

   $ 6,457,264      $ —        $ —        $ 6,457,264   

Cash

     254,851        (101,900 )(A)        152,951   

Receivable for securities sold

     682            682   

Investment income due and accrued

     37,961            37,961   

Premium receivables

     1,531,631            1,531,631   

Reinsurance recoverable on paid and unpaid losses

     151,311            151,311   

Deferred ceded premium

     166,212            166,212   

Subrogation recoverable

     533,673            533,673   

Deferred acquisition costs

     184,953          (184,953 )(C)      —     

Loans

     8,857          (1,575 )(C)      7,282   

Derivative assets

     121,643            121,643   

Current taxes

     —          4,410 (A)        4,410   

Insurance intangible asset

     —            1,658,972 (C)      1,658,972   

Goodwill

     —            514,511 (C)      514,511   

Other assets

     54,821            54,821   

Variable interest entity assets:

        

Fixed income securities, at fair value

     2,500,565            2,500,565   

Restricted cash

     24,150            24,150   

Investment income due and accrued

     4,851            4,851   

Loans

     14,758,077          (6,024 )(C)      14,752,053   

Intangible assets

     164,520            164,520   

Other assets

     13,972            13,972   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   $ 26,969,994      $ (97,490   $ 1,980,931      $ 28,853,435   
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and Stockholders’ Equity:

        

Liabilities:

        

Liabilities subject to compromise

   $ 1,704,641      $ (1,704,641 )(B)    $ —        $ —     

Unearned premiums

     2,482,314            2,482,314   

Losses and loss expense reserve

     6,106,345            6,106,345   

Ceded premiums payable

     92,468            92,468   

Obligations under investment agreements

     357,373          1,505 (C)      358,878   

Obligations under investment repurchase agreements

     5,926            5,926   

Deferred taxes

     1,580            1,580   

Current taxes

     97,490        (97,490 )(A)        —     

Long-term debt

     155,271        (973 )(B)      786,015 (C)      940,313   

Accrued interest payable

     252,788        (821 )(B)      (18,091 )(C)      233,876   

Derivative liabilities

     621,645            621,645   

Other liabilities

     88,908          1,837 (C)      90,745   

Payable for securities purchased

     27            27   

Variable interest entity liabilities:

        

Accrued interest payable

     4,318            4,318   

Long-term debt

     15,041,624          (18,586 )(C)      15,023,038   

Derivative liabilities

     2,425,517            2,425,517   

Other liabilities

     6,030            6,030   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

   $ 29,444,265      $ (1,803,925   $ 752,680      $ 28,393,020   
  

 

 

   

 

 

   

 

 

   

 

 

 

Stockholders’ (deficit) equity:

        

Preferred stock

   $ —        $ —        $ —        $ —     

Common stock—Predecessor Ambac

     3,080          (3,080 )(D)      —     

Common stock—Successor Ambac

     —          450 (B)        450   

Additional paid-in capital—Predecessor Ambac

     2,172,027          (2,172,027 )(D)      —     

Additional paid-in capital—Successor Ambac

     —          184,550 (B)      —          184,550   

Accumulated other comprehensive income

     800,260          (800,260 )(D)      —     

Accumulated deficit

     (5,697,961     1,521,435 (B)      4,176,526 (C)(D)      —     

Common stock held in treasury at cost

     (410,695       410,695 (D)      —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Ambac Financial Group, Inc. stockholders’ (deficit) equity

     (3,133,289     1,706,435        1,611,854        185,000   

Noncontrolling interest

     659,018          (383,603 )(D)      275,415   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total stockholders’ (deficit) equity

     (2,474,271     1,706,435        1,228,251        460,415   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and stockholders’ (deficit) equity

   $ 26,969,994      $ (97,490   $ 1,980,931      $ 28,853,435   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

Reorganization Item Adjustments:

Items shown in the Reorganization Items column of the Reorganized Condensed Consolidated Balance Sheet above represent amounts recorded for the implementation of the Reorganization Plan on the Effective Date as described below:

 

(A) Reflects the cash payment of $101,900 to the IRS under a settlement with the IRS on the Fresh Start Reporting Date pursuant to the Reorganization Plan.

 

(B) Reflects the discharge of liabilities subject to the Reorganization Plan, issuance of 45,000,000 and 5,047,138 shares of Successor Ambac common stock and warrants, respectively, to certain claim holders, resulting in a pre-tax gain of $1,521,435 on extinguishment of obligations pursuant to the Reorganization Plan. The following reflects the calculation of the pre-tax gain, which was recorded as a Reorganization item on Predecessor Ambac’s Consolidated Statements of Total Comprehensive Income:

 

Liabilities subject to compromise

   $ 1,704,641   

Long-term debt

     973 (1) 

Accrued interest payable

     821 (1) 
  

 

 

 

Total debt discharged

     1,706,435   

Less: Successor Ambac common stock

     (450 )(2) 

Successor Ambac additional paid-in capital

     (184,550 )(2) 
  

 

 

 

Pre-tax gain from cancellation and satisfaction of Predecessor Ambac debt

   $ 1,521,435   
  

 

 

 

 

(1) Represents the proportional reduction in the carrying value of long-term debt and associated accrued interest payable upon the discharge of $8,043 par value of Segregated Account junior surplus notes that were issued to a pre-petition creditor, One State Street, LLC (“OSS”). Pursuant to a settlement agreement (the “OSS Settlement Agreement”) to terminate the Company’s office lease with OSS and to settle all claims among the parties, the outstanding principal amount of the Segregated Account junior surplus notes issued to OSS were reduced based on the value of distribution that OSS received on account of its allowed claim in Ambac’s bankruptcy case. Refer to Note 14 for additional information on the OSS Settlement Agreement.

 

(2) Warrants issued in connection with the Reorganization Plan are classified as equity and initially measured at fair value. The enterprise value of $185,000 is allocated between common stock and warrants based on their relative fair values as quoted on the Effective Date. Successor Ambac common stock of $450 represents the par value of 45,000,000 shares of common stock issued at $0.01 per share. Included in the Successor Ambac additional paid-in capital of $184,550, $11,437 was allocated to 5,047,138 warrants at their initial fair value, with the remaining $173,113 additional paid-in capital attributable to common stock.

Fresh Start Adjustments:

Items shown in the Fresh Start Adjustments column of the Reorganized Condensed Consolidated Balance Sheet above reflects (i) the fair value adjustments to assets and liabilities which are not already reported at fair value under U.S. GAAP accounting rules, including the re-measurement of deferred tax assets and liabilities, if any, which result from such adjustments and (ii) the cancellation of Predecessor Ambac equity accounts attributable to its common shareholders, including the fair value adjustment to noncontrolling interests. These adjustments are described below:

 

(C) The following table summarizes the impact of the fresh start adjustments, which in the aggregate was recorded as a Reorganization item gain on Predecessor Ambac’s Consolidated Statements of Total Comprehensive Income:

 

Deferred acquisition costs

   $ (184,953

Loans (non-VIE)

     (1,575

Insurance intangible asset

     1,658,972   

Goodwill

     514,511   

VIE loans and long-term debt

     12,562   

Obligations under investment agreements

     (1,505

Long-term debt and accrued interest payable

     (767,924

Other liabilities

     (1,837
  

 

 

 

Asset/liability fair value adjustments impacting Reorganization items

     1,228,251   
  

 

 

 

Adjustment to deferred tax provision

     —    
  

 

 

 

Gain on fresh start adjustments

   $ 1,228,251   
  

 

 

 

 

   

Deferred acquisition costs—These deferred costs do not represent future cash flows and therefore the fair value is zero at the Fresh Start Reporting Date.

 

   

Loans—The fair value adjustment for this line item relates to non-VIE loans that have historically been reported at their outstanding principal balance. Refer to Note 10 for a discussion of the valuation methodology used to estimate fair value for each of these financial instruments. Subsequent to the Fresh Start Reporting Date, the fair value discounts are accretable to interest income using the effective interest method over the remaining lives of the loans. Fair value as of April 30, 2013 was calculated using a discounted cash flow approach. As of April 30, 2013, the loans had a principal-weighted average life of 6.81 years and coupon of 5.01%. Discount rates used to determine the fair value of the loans at April 30, 2013 were consistent with the credit quality of the borrowers and had a weighted average of 9.71%.

 

   

Insurance intangible asset—Pursuant to the business combinations guidance for insurance entities in the Financial Services—Insurance Topic of the ASC, Successor Ambac accounted for the insurance and reinsurance assets and liabilities acquired as new contracts, and measured them at fair value in two components as follows:

 

  a. Insurance and reinsurance assets and liabilities measured in accordance with Successor Ambac’s accounting policies for insurance and reinsurance contracts that it issues or holds, as further described in Note 2. These insurance and reinsurance assets and liabilities primarily comprise premium receivables, reinsurance recoverable on paid and unpaid losses, deferred ceded premium, subrogation recoverable, losses and loss expense reserve, unearned premiums and ceded premiums payable; and

 

  b. An insurance intangible asset representing the difference between: 1) the fair value of the contractual insurance and reinsurance assets acquired and liabilities assumed and 2) the amounts described in (a) above. Refer to Note 2 for the subsequent accounting treatment of the insurance intangible asset.

 

The significant differences between the measurement methods used for fair value and Successor Ambac’s accounting policies for insurance and reinsurance contracts which impact the magnitude of the insurance intangible asset are as follows:

 

Measurement input

 

Fair value methodology

(Refer to Note 10)

 

Successor Ambac accounting policy

(Refer to Note 2)

Cash flows   All projected cash flows to be paid and/or received under the insurance contract are based on management’s expectations of how a market participant would make such estimates.  

Premium receipts are projected based on management’s expectations if the insured obligation is a homogenous pool of assets. For non-homogenous contracts, premium projections are based on contractual cash flows.

 

Loss payments, including subrogation recoveries, are projected using a probability-weighted average of all possible outcomes.

Discount rates  

Discount rates are applied to net cash flows at the policy level as follows:

 

Insurance policies which are in a liability (i.e. net cash outflow) position are discounted using rates which incorporate Ambac’s own credit risk, under the assumption we will be transferring the policies to a market participant with similar credit risk.

 

Insurance policies which are in an asset (i.e. net cash inflow) position are discounted using a hypothetical buyer’s cost of capital and does not assume we would be transferring the policies to a party with similar credit risk.

 

Discount rates are applied to gross cash flows at the policy level as follows:

 

Premiums are discounted at the relevant risk-free rate based on the remaining expected or contractual weighted-average life of the exposure, as applicable.

 

Losses, including subrogation recoveries, are discounted at the relevant risk-free rate.

Profit margin   For insurance policies in a net liability position (i.e. net cash outflow) a profit margin is applied to the discounted value, which represents the additional consideration another market participant would require from Ambac to assume the contract. At April 30, 2013, a profit margin of 17% was applied to the discounted value of insurance policies in a net liability position.   No profit margin is applied.

 

   

Goodwill—This amount represents the excess of the reorganization value over the fair value of identified tangible and intangible assets of the emerging company. Changes in the fair values of these assets and liabilities from the current estimated values, as well as changes in assumptions, could significantly impact the amount of recorded goodwill. Accordingly, there can be no assurance that the estimates, assumptions, and values reflected in the valuations will be realized, and actual results could vary materially. Please refer to the above table located immediately prior to the Reorganized Condensed Consolidated Balance Sheet which indicates how goodwill was determined. Refer to Note 2 for the subsequent accounting treatment of goodwill.

 

   

VIE loans and long-term debt—The portion of VIE loans and long-term debt that had not been carried at fair value have been adjusted to fair value for fresh start reporting. Refer to Note 10 for a discussion of the valuation methodology used to estimate fair value for VIE assets and liabilities. Subsequent to the Fresh Start Reporting Date, we have elected to continue accounting for these VIEs at fair value under the fair value option in accordance with the Financial Instruments Topic of the ASC. We believe that the fair value of the investments in these entities provides for greater transparency for recording profit or loss as compared to the equity method under the Investments—Equity Method and Joint Ventures Topic of the ASC. As a result, subsequent changes to fair value will be recorded as (Loss) income on variable interest entities on the Statements of Total Comprehensive Income. Valuation of the long-term debt not previously reported at fair value was determined from third-party quotes. The related VIE loans were valued at April 30, 2013 using a discounted cash flow approach with a discount rate of 5.7%, consistent with the rate implied from the fair value of the VIE’s debt.

 

   

Obligations under investment agreements—These instruments have previously been reported at their principal value less unamortized discount. We have adjusted these items to fair value for fresh start reporting. Refer to Note 10 for a discussion of the valuation methodology used to estimate fair value for obligations under investment agreements and investment repurchase agreements. The fair value discounts and premiums to principal will be amortized into interest expense using the effective interest method over the lives of the respective contracts. Fair values were determined using discounted cash flows at April 30, 2013. Valuation of collateralized obligations represents projected cash flows discounted at LIBOR. Valuation of uncollateralized obligations were discounted using a weighted average discount rate of 9.4% consistent with the credit adjusted discount rate of Ambac Assurance, which provides a financial guarantee for all investment and repurchase agreements.

 

   

Long-term debt and accrued interest payable—All debt liabilities subject to the Reorganization Plan were discharged. The remaining long-term debt is primarily related to surplus notes and junior surplus notes issued by Ambac Assurance and the Segregated Account, which were carried at their face value less unamortized discount. The notes have been adjusted to estimated fair value for fresh start reporting. Refer to Note 10 for a discussion of the valuation methodology used to estimate fair value. The fair value discount will be amortized into interest expense using the effective interest method over the lives of the respective debt. Surplus notes issued in June 2010 were valued at April 30, 2013 using a discounted cash flow approach corroborated by third party quotes. Internally estimated cash flows were discounted at 10.6%. To the extent that the remaining surplus notes rank pari passu with the June 2010 notes, valuations were determined using projected cash flows discounted at the same 10.6%. Junior surplus notes which cannot be paid until all principal and interest is paid on the other surplus notes were valued with projected cash flows discounted at 16.6%. In all cases, projected cash flows assumed full and timely payment under the respective contracts commencing with the next scheduled interest payments date in June 2014.

 

   

Other liabilities—This amount reflects an adjustment, based on actuarial evaluation, to re-measure the accumulated postretirement benefit obligation as of the Effective Date, as a result of application of fresh start reporting. This adjustment primarily reflects changes in mortality assumptions.

 

   

Deferred taxes—Deferred taxes were determined in conformity with the accounting requirements for the Income Tax Topic of the ASC. As a result of Fresh Start, a new deferred tax liability was established to recognize the tax effect of the fair value adjustments to identified tangible and intangible assets of the emerging company. This deferred tax liability adjustment was offset by a reduction in the deferred tax valuation allowance, resulting in no change to the deferred tax provision.

 

(D) Reflects the cancellation of Predecessor Ambac equity accounts attributable to its common shareholders and the fair value adjustment of noncontrolling interests, as follows:

 

Common stock

   $ (3,080

Additional paid-in-capital

     (2,172,027

Accumulated other comprehensive income

     (800,260

Accumulated deficit

     2,948,275   

Common stock held in treasury at cost

     410,695   

Noncontrolling interest fair value adjustment

     (383,603 )(1) 
  

 

 

 

Net adjustment

   $ —    
  

 

 

 

 

(1) Non-controlling interest is primarily related to Ambac Assurance preferred stock issued to third parties. Non-controlling interest was adjusted to fair value based on current quotes from market sources. Noncontrolling interest is a component of equity and as a result, the fair value adjustment is a permanent item that will not be accreted into income.

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