Triad Guaranty Inc.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
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(Mark One) |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2005 |
or |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
Commission file number 0-22342
Triad Guaranty Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE
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56-1838519 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
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101 South Stratford Road
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27104 |
Winston-Salem, North Carolina
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(Zip Code) |
(Address of principal executive offices) |
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Registrants telephone number, including area code:
(336) 723-1282
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
Common Stock, par value $.01 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes £ No R
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes £ No R
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 R No £
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. £
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.
Large accelerated filer £ Accelerated filer R Non-accelerated filer
£
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act) Yes £ No R
State the aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant, computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the last business day of
the registrants most recently completed second fiscal quarter: $460,174,380 as of June 30, 2005,
which amount excludes the value of all shares beneficially owned (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934) by officers and directors of the registrant (however this does
not constitute a representation or acknowledgment that any such individual is an affiliate of the
registrant).
The number of shares of the registrants common stock, par value $0.01 per share, outstanding
as of February 28, 2006, was 14,825,642.
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Portions of the following documents are |
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Part of this Form 10-K into which the document |
incorporated by reference into this Form 10-K: |
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is incorporated by reference |
Triad Guaranty Inc. |
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Proxy Statement for 2006 Annual Meeting of Stockholders
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Part III |
EXPLANATORY NOTE
This Form 10-K/A (Amendment No. 1) amends the annual report of Triad Guaranty Inc. on Form 10-K
for the fiscal year ended December 31, 2005 (2005 Form 10-K), filed with the Securities and
Exchange Commission on March 14, 2006. The purpose of this amendment is to insert a conformed
signature that was inadvertently omitted from the Report of Independent Auditors included with the
Consolidated Financial Statements.
This revision had no effect on the financial statements previously supplied.
This Amendment No. 1 is limited in scope to the portion of the 2005 Form 10-K set forth above and
does not amend, update or change any other items or disclosures contained in the original 2005 Form
10-K. This Amendment No. 1 continues to speak as of the date of the 2005 Form 10-K, and does not
reflect events occurring subsequent to the filing of such report or update or modify the
disclosures therein in any way, other than as described above.
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Triad Guaranty Inc.
We have audited the accompanying consolidated balance sheets of Triad Guaranty Inc. as of December
31, 2005 and 2004, and the related consolidated statements of income, stockholders equity, and
cash flows for each of the three years in the period ended December 31, 2005. Our audits also
included the financial statement schedules listed in the Index at item 15(a). These financial
statements and schedules are the responsibility of the Companys management. Our responsibility is
to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Triad Guaranty Inc. at December 31, 2005 and 2004,
and the consolidated results of its operations and its cash flows for each of the three years in
the period ended December 31, 2005 in conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial statement schedules, when considered in
relation to the basic financial statements taken as a whole, present fairly in all material
respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of Triad Guaranty Inc.s internal control over financial
reporting as of December 31, 2005, based on criteria established in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated March 8, 2006 expressed an unqualified opinion thereon.
Greensboro, North Carolina
March 8, 2006
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on the 21st day of March 2006.
By /s/ Mark K. Tonnesen
Mark K. Tonnesen
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has
been signed below on the 21st day of March, 2006 by the following persons on behalf of the
Registrant in the capacities indicated.
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Signature |
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Title |
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/s/ William T. Ratliff, III
William T. Ratliff, III |
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Chairman of the Board |
/s/ Mark K. Tonnesen
Mark K. Tonnesen |
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President, Chief Executive Officer, and
Director |
/s/ Eric B. Dana
Eric B. Dana |
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Senior Vice President, Chief Financial
Officer |
/s/ Kenneth S. Dwyer
Kenneth S. Dwyer |
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Vice President, and Chief Accounting
Officer |
/s/ David W. Whitehurst
David W. Whitehurst |
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Director |
/s/ Robert T. David
Robert T. David |
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Director |
/s/ Michael A. F. Roberts
Michael A. F. Roberts |
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Director |
/s/ Richard S. Swanson
Richard S. Swanson |
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Director |
/s/ Glenn T. Austin, Jr.
Glenn T. Austin, Jr. |
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Director |
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Index To Exhibits
(Item 15(a) 3)
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Exhibit Number |
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Description of Exhibit |
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31.1
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Certification of Chief Executive Officer pursuant to
Exchange Act Rule 13a-14(a) |
31.2
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Certification of Chief Financial Officer pursuant to
Exchange Act Rule 13a-14(a) |
32.1
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Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. |
32.2
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Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. |
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