FORM 10-Q
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(Mark One)
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|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2015
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
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Commission file number
001-36
174
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NMI Holdings, Inc.
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(Exact name of registrant as specified in its charter)
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DELAWARE
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45-4914248
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2100 Powell Street, Emeryville, CA
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94608
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
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Smaller reporting company
o
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|
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(Do not check if a smaller reporting company)
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Item 1.
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||
Item 2.
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||
Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 6.
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||
•
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our limited operating history;
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•
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our future profitability, liquidity and capital resources;
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•
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developments in the world's financial and capital markets and our access to such markets;
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•
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retention of our existing certificates of authority in each state and the District of Columbia (D.C.) and our ability to remain a mortgage insurer in good standing in each state and D.C.;
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•
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changes in the business practices of Fannie Mae and Freddie Mac (collectively, the GSEs), including adoption and implementation of the new Private Mortgage Insurer Eligibility Requirements (PMIERs) or decisions to decrease or discontinue the use of mortgage insurance;
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•
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our ability to remain a qualified mortgage insurer under the requirements imposed by the GSEs, which they may change at any time;
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•
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actions of existing competitors and potential market entry by new competitors;
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•
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adoption of new or changes to existing laws and regulations or their enforcement and implementation by regulators, including (1) changes to the GSEs' role in the secondary mortgage market or other changes that could affect the residential mortgage industry generally or mortgage insurance in particular; and (2) potential future lawsuits, investigations or inquiries or resolution of current inquiries, including a June 2015 letter from the Wisconsin Office of the Commissioner of Insurance (Wisconsin OCI) requesting that each MI company, including NMIC, respond to a number of inquiries related to whether the company has offered customized terms or rates;
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•
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changes in general economic, market and political conditions and policies, interest rates, inflation and investment results or other conditions that affect the housing market or the markets for home mortgages or mortgage insurance;
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•
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our ability to implement our business strategy, including our ability to write mortgage insurance on high quality low down payment residential mortgage loans, implement successfully and on a timely basis, complex infrastructure, systems, procedures, and internal controls to support our business and regulatory and reporting requirements of the insurance industry;
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•
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our ability to attract and retain a diverse customer base, including the largest mortgage originators;
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•
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failure of risk management or investment strategy;
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•
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emergence of unexpected claim and coverage issues, including claims exceeding our reserves or amounts we had expected to experience;
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•
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failure to maintain, improve and continue to develop necessary information technology systems or the failure of technology providers to perform; and
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•
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ability to recruit, train and retain key personnel.
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Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014
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Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2015 and 2014
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Condensed Consolidated Statements of Changes in Shareholders' Equity for the six months ended June 30, 2015 and the year ended December 31, 2014
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Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014
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Notes to Condensed Consolidated Financial Statements
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June 30, 2015
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December 31, 2014
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||||
Assets
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(In Thousands, except for share data)
|
||||||
Fixed maturities, available-for-sale, at fair value (amortized cost of $371,759 and $337,718 as of June 30, 2015 and December 31, 2014, respectively)
|
$
|
370,042
|
|
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$
|
336,501
|
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Cash and cash equivalents
|
64,301
|
|
|
103,021
|
|
||
Premiums receivable
|
2,758
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|
|
1,048
|
|
||
Accrued investment income
|
1,928
|
|
|
1,707
|
|
||
Prepaid expenses
|
1,869
|
|
|
2,054
|
|
||
Deferred policy acquisition costs, net
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8,218
|
|
|
2,985
|
|
||
Software and equipment, net
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13,284
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|
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11,806
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||
Intangible assets and goodwill
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3,634
|
|
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3,634
|
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||
Other assets
|
55
|
|
|
509
|
|
||
Total assets
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$
|
466,089
|
|
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$
|
463,265
|
|
|
|
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||||
Liabilities
|
|
|
|
||||
Unearned premiums
|
$
|
39,545
|
|
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$
|
22,069
|
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Reserve for insurance claims and claim expenses
|
181
|
|
|
83
|
|
||
Accounts payable and accrued expenses
|
12,309
|
|
|
10,646
|
|
||
Warrant liability, at fair value
|
2,230
|
|
|
3,372
|
|
||
Deferred tax liability
|
137
|
|
|
137
|
|
||
Total liabilities
|
54,402
|
|
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36,307
|
|
||
Commitments and contingencies
|
|
|
|
|
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||
|
|
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|
||||
Shareholders' equity
|
|
|
|
||||
Common stock - class A shares, $0.01 par value;
58,740,100 and 58,428,548 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively (250,000,000 shares authorized) |
587
|
|
|
584
|
|
||
Additional paid-in capital
|
566,310
|
|
|
562,911
|
|
||
Accumulated other comprehensive loss, net of tax
|
(4,107
|
)
|
|
(3,607
|
)
|
||
Accumulated deficit
|
(151,103
|
)
|
|
(132,930
|
)
|
||
Total shareholders' equity
|
411,687
|
|
|
426,958
|
|
||
Total liabilities and shareholders' equity
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$
|
466,089
|
|
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$
|
463,265
|
|
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For the three months ended June 30,
|
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For the six months ended June 30,
|
||||||||||||
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2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues
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(In Thousands, except for share data)
|
||||||||||||||
Net premiums written
|
$
|
20,347
|
|
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$
|
5,051
|
|
|
33,268
|
|
|
10,229
|
|
||
Increase in unearned premiums
|
(11,491
|
)
|
|
(2,958
|
)
|
|
(17,476
|
)
|
|
(6,232
|
)
|
||||
Net premiums earned
|
8,856
|
|
|
2,093
|
|
|
15,792
|
|
|
3,997
|
|
||||
Net investment income
|
1,688
|
|
|
1,468
|
|
|
3,283
|
|
|
2,957
|
|
||||
Net realized investment gains
|
354
|
|
|
—
|
|
|
967
|
|
|
—
|
|
||||
Total revenues
|
10,898
|
|
|
3,561
|
|
|
20,042
|
|
|
6,954
|
|
||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Insurance claims and claims expenses
|
(6
|
)
|
|
28
|
|
|
98
|
|
|
28
|
|
||||
Underwriting and operating expenses
|
20,910
|
|
|
18,637
|
|
|
39,259
|
|
|
37,938
|
|
||||
Total expenses
|
20,904
|
|
|
18,665
|
|
|
39,357
|
|
|
37,966
|
|
||||
Other (loss) income
|
|
|
|
|
|
|
|
||||||||
(Loss) gain from change in fair value of warrant liability
|
(106
|
)
|
|
952
|
|
|
1,142
|
|
|
1,769
|
|
||||
Gain from settlement of warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
||||
Loss before income taxes
|
(10,112
|
)
|
|
(14,152
|
)
|
|
(18,173
|
)
|
|
(29,206
|
)
|
||||
Income tax expense (benefit)
|
241
|
|
|
(1,297
|
)
|
|
—
|
|
|
(1,297
|
)
|
||||
Net loss
|
$
|
(10,353
|
)
|
|
$
|
(12,855
|
)
|
|
$
|
(18,173
|
)
|
|
$
|
(27,909
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net loss per share
|
|
|
|
|
|
|
|
||||||||
Basic and diluted loss per share
|
$
|
(0.18
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
(0.48
|
)
|
Weighted average common shares outstanding
|
58,720,095
|
|
|
58,289,801
|
|
|
58,603,644
|
|
|
58,176,181
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(10,353
|
)
|
|
$
|
(12,855
|
)
|
|
$
|
(18,173
|
)
|
|
$
|
(27,909
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Net unrealized (losses) gains in accumulated other comprehensive loss, net of tax (benefit) expense of ($1,431) and $2,664 for the three months ended June 30, 2015 and 2014, respectively, and $0 and $2,664 for the six months ended June 30, 2015 and 2014, respectively
|
(2,205
|
)
|
|
840
|
|
|
467
|
|
|
3,874
|
|
||||
Reclassification adjustment for gains included in net loss, net of tax expense of $0, and $0 for the three months ended June 30, 2015 and 2014, respectively, and $0 and $0 for the six months ended June 30, 2015 and 2014, respectively
|
(354
|
)
|
|
—
|
|
|
(967
|
)
|
|
—
|
|
||||
Other comprehensive (loss) income, net of tax
|
(2,559
|
)
|
|
840
|
|
|
(500
|
)
|
|
3,874
|
|
||||
Comprehensive loss
|
$
|
(12,912
|
)
|
|
$
|
(12,015
|
)
|
|
$
|
(18,673
|
)
|
|
$
|
(24,035
|
)
|
|
Common Stock
|
Additional
Paid-in Capital |
Accumulated Other Comprehensive Loss
|
Accumulated Deficit
|
Total
|
|||||||||||||
|
Class A
|
Class B
|
||||||||||||||||
|
(In Thousands)
|
|||||||||||||||||
Balances, January 1, 2014
|
$
|
581
|
|
$
|
—
|
|
$
|
553,707
|
|
$
|
(7,047
|
)
|
$
|
(84,024
|
)
|
$
|
463,217
|
|
Common stock: class A shares issued under related to warrants
|
*
|
|
—
|
|
13
|
|
—
|
|
—
|
|
13
|
|
||||||
Common stock: class A shares issued under stock plans, net of shares withheld for employee taxes
|
3
|
|
—
|
|
11
|
|
—
|
|
—
|
|
14
|
|
||||||
Share-based compensation expense
|
—
|
|
—
|
|
9,180
|
|
—
|
|
—
|
|
9,180
|
|
||||||
Change in unrealized investment gains/losses, net of tax of $2,390
|
—
|
|
—
|
|
—
|
|
3,440
|
|
—
|
|
3,440
|
|
||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(48,906
|
)
|
(48,906
|
)
|
||||||
Balances, December 31, 2014
|
584
|
|
—
|
|
562,911
|
|
(3,607
|
)
|
(132,930
|
)
|
426,958
|
|
||||||
Common stock: class A shares issued under stock plans, net of shares withheld from employee taxes
|
3
|
|
—
|
|
(674
|
)
|
—
|
|
—
|
|
(671
|
)
|
||||||
Share-based compensation expense
|
—
|
|
—
|
|
4,073
|
|
—
|
|
—
|
|
4,073
|
|
||||||
Change in unrealized investment gains/losses, net of tax of $0
|
—
|
|
—
|
|
—
|
|
(500
|
)
|
—
|
|
(500
|
)
|
||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(18,173
|
)
|
(18,173
|
)
|
||||||
Balances, June 30, 2015
|
$
|
587
|
|
$
|
—
|
|
$
|
566,310
|
|
$
|
(4,107
|
)
|
$
|
(151,103
|
)
|
$
|
411,687
|
|
*
|
During 2014, we issued
1,115
common shares with a par value of
$0.01
related to the exercise of warrants, which is not identifiable in this schedule due to rounding.
|
|
For the six months ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities
|
(In Thousands)
|
||||||
Net loss
|
$
|
(18,173
|
)
|
|
$
|
(27,909
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Net realized investment gains
|
(967
|
)
|
|
—
|
|
||
Gain from change in fair value of warrant liability
|
(1,142
|
)
|
|
(1,769
|
)
|
||
Depreciation and other amortization
|
2,525
|
|
|
4,270
|
|
||
Share-based compensation expense
|
4,085
|
|
|
4,701
|
|
||
Noncash intraperiod tax allocation
|
—
|
|
|
(1,297
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accrued investment income
|
(221
|
)
|
|
12
|
|
||
Premiums receivable
|
(1,710
|
)
|
|
(124
|
)
|
||
Prepaid expenses
|
185
|
|
|
380
|
|
||
Deferred policy acquisition costs, net
|
(5,233
|
)
|
|
(961
|
)
|
||
Other assets
|
454
|
|
|
7
|
|
||
Unearned premiums
|
17,476
|
|
|
6,232
|
|
||
Reserve for insurance claims and claims expenses
|
98
|
|
|
28
|
|
||
Accounts payable and accrued expenses
|
1,256
|
|
|
(1,558
|
)
|
||
Net cash used in operating activities
|
(1,367
|
)
|
|
(17,988
|
)
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchase of fixed-maturity investments, available-for-sale
|
(108,973
|
)
|
|
(110
|
)
|
||
Proceeds from redemptions, maturities and sale of fixed-maturity investments, available-for-sale
|
75,067
|
|
|
1,133
|
|
||
Purchase of software and equipment
|
(2,769
|
)
|
|
(4,270
|
)
|
||
Net cash used in investing activities
|
(36,675
|
)
|
|
(3,247
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Issuance of common stock
|
402
|
|
|
1,086
|
|
||
Taxes paid related to net share settlement of equity awards
|
(1,080
|
)
|
|
(1,072
|
)
|
||
Gain from settlement of warrants
|
—
|
|
|
(37
|
)
|
||
Net cash used in financing activities
|
(678
|
)
|
|
(23
|
)
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(38,720
|
)
|
|
(21,258
|
)
|
||
Cash and cash equivalents, beginning of period
|
103,021
|
|
|
55,929
|
|
||
Cash and cash equivalents, end of period
|
$
|
64,301
|
|
|
$
|
34,671
|
|
|
Amortized
Cost |
|
Gross Unrealized
|
|
Fair
Value |
||||||||||
|
|
Gains
|
|
Losses
|
|
||||||||||
As of June 30, 2015
|
(In Thousands)
|
||||||||||||||
U.S. Treasury securities and obligations of U.S. government agencies
|
$
|
88,140
|
|
|
$
|
46
|
|
|
$
|
(503
|
)
|
|
$
|
87,683
|
|
Municipal debt securities
|
14,505
|
|
|
16
|
|
|
(111
|
)
|
|
14,410
|
|
||||
Corporate debt securities
|
205,102
|
|
|
489
|
|
|
(1,953
|
)
|
|
203,638
|
|
||||
Asset-backed securities
|
64,012
|
|
|
396
|
|
|
(97
|
)
|
|
64,311
|
|
||||
Total investments
|
$
|
371,759
|
|
|
$
|
947
|
|
|
$
|
(2,664
|
)
|
|
$
|
370,042
|
|
|
Amortized
Cost |
|
Gross Unrealized
|
|
Fair
Value |
||||||||||
|
|
Gains
|
|
Losses
|
|
||||||||||
As of December 31, 2014
|
(In Thousands)
|
||||||||||||||
U.S. Treasury securities and obligations of U.S. government agencies
|
$
|
68,911
|
|
|
$
|
7
|
|
|
$
|
(573
|
)
|
|
$
|
68,345
|
|
Municipal debt securities
|
12,009
|
|
|
27
|
|
|
(73
|
)
|
|
11,963
|
|
||||
Corporate debt securities
|
200,358
|
|
|
883
|
|
|
(1,456
|
)
|
|
199,785
|
|
||||
Asset-backed securities
|
56,440
|
|
|
222
|
|
|
(254
|
)
|
|
56,408
|
|
||||
Total investments
|
$
|
337,718
|
|
|
$
|
1,139
|
|
|
$
|
(2,356
|
)
|
|
$
|
336,501
|
|
As of June 30, 2015
|
Amortized
Cost |
|
Fair
Value |
||||
|
(In Thousands)
|
||||||
Due in one year or less
|
$
|
26,560
|
|
|
$
|
26,602
|
|
Due after one through five years
|
172,307
|
|
|
172,088
|
|
||
Due after five through ten years
|
96,168
|
|
|
94,472
|
|
||
Due after ten years
|
12,712
|
|
|
12,569
|
|
||
Asset-backed securities
|
64,012
|
|
|
64,311
|
|
||
Total investments
|
$
|
371,759
|
|
|
$
|
370,042
|
|
As of December 31, 2014
|
Amortized
Cost |
|
Fair
Value |
||||
|
(In Thousands)
|
||||||
Due in one year or less
|
$
|
6,110
|
|
|
$
|
6,125
|
|
Due after one through five years
|
195,492
|
|
|
194,472
|
|
||
Due after five through ten years
|
54,360
|
|
|
53,891
|
|
||
Due after ten years
|
25,316
|
|
|
25,605
|
|
||
Asset-backed securities
|
56,440
|
|
|
56,408
|
|
||
Total investments
|
$
|
337,718
|
|
|
$
|
336,501
|
|
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Total
|
|||||||||||||||||||||
|
# of Securities
|
Fair Value
|
Unrealized Losses
|
|
# of Securities
|
Fair Value
|
Unrealized Losses
|
|
# of Securities
|
Fair Value
|
Unrealized Losses
|
|||||||||||||||
As of June 30, 2015
|
|
(Dollars in Thousands)
|
||||||||||||||||||||||||
U.S. Treasury securities and obligations of U.S. government agencies
|
7
|
|
$
|
31,697
|
|
$
|
(398
|
)
|
|
6
|
|
$
|
22,443
|
|
$
|
(105
|
)
|
|
13
|
|
$
|
54,140
|
|
$
|
(503
|
)
|
Municipal debt securities
|
2
|
|
5,666
|
|
(84
|
)
|
|
1
|
|
1,723
|
|
(27
|
)
|
|
3
|
|
7,389
|
|
(111
|
)
|
||||||
Corporate debt securities
|
35
|
|
117,616
|
|
(1,601
|
)
|
|
5
|
|
13,585
|
|
(352
|
)
|
|
40
|
|
131,201
|
|
(1,953
|
)
|
||||||
Assets-backed securities
|
7
|
|
13,503
|
|
(53
|
)
|
|
3
|
|
9,320
|
|
(44
|
)
|
|
10
|
|
22,823
|
|
(97
|
)
|
||||||
Total investments
|
51
|
|
$
|
168,482
|
|
$
|
(2,136
|
)
|
|
15
|
|
$
|
47,071
|
|
$
|
(528
|
)
|
|
66
|
|
$
|
215,553
|
|
$
|
(2,664
|
)
|
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Total
|
|||||||||||||||||||||
|
# of Securities
|
Fair Value
|
Unrealized Losses
|
|
# of Securities
|
Fair Value
|
Unrealized Losses
|
|
# of Securities
|
Fair Value
|
Unrealized Losses
|
|||||||||||||||
As of December 31, 2014
|
|
(Dollars in Thousands)
|
||||||||||||||||||||||||
U.S. Treasury securities and obligations of U.S. government agencies
|
4
|
|
$
|
7,228
|
|
$
|
(33
|
)
|
|
10
|
|
$
|
49,884
|
|
$
|
(540
|
)
|
|
14
|
|
$
|
57,112
|
|
$
|
(573
|
)
|
Municipal debt securities
|
1
|
|
3,232
|
|
(18
|
)
|
|
1
|
|
1,695
|
|
(55
|
)
|
|
2
|
|
4,927
|
|
(73
|
)
|
||||||
Corporate debt securities
|
26
|
|
60,334
|
|
(559
|
)
|
|
22
|
|
65,806
|
|
(897
|
)
|
|
48
|
|
126,140
|
|
(1,456
|
)
|
||||||
Assets-backed securities
|
3
|
|
10,614
|
|
(57
|
)
|
|
4
|
|
20,047
|
|
(197
|
)
|
|
7
|
|
30,661
|
|
(254
|
)
|
||||||
Total investments
|
34
|
|
$
|
81,408
|
|
$
|
(667
|
)
|
|
37
|
|
$
|
137,432
|
|
$
|
(1,689
|
)
|
|
71
|
|
$
|
218,840
|
|
$
|
(2,356
|
)
|
|
Fair Value Measurements Using
|
|
|
||||||||||||
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Fair Value
|
||||||||
As of June 30, 2015
|
(In Thousands)
|
||||||||||||||
U.S. Treasury securities and obligations of U.S. government agencies
|
$
|
58,337
|
|
|
$
|
29,346
|
|
|
$
|
—
|
|
|
$
|
87,683
|
|
Municipal debt securities
|
—
|
|
|
14,410
|
|
|
—
|
|
|
14,410
|
|
||||
Corporate debt securities
|
—
|
|
|
203,638
|
|
|
—
|
|
|
203,638
|
|
||||
Asset-backed securities
|
—
|
|
|
64,311
|
|
|
—
|
|
|
64,311
|
|
||||
Cash and cash equivalents
|
64,301
|
|
|
—
|
|
|
—
|
|
|
64,301
|
|
||||
Total assets
|
$
|
122,638
|
|
|
$
|
311,705
|
|
|
$
|
—
|
|
|
$
|
434,343
|
|
Warrant liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,230
|
|
|
$
|
2,230
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,230
|
|
|
$
|
2,230
|
|
|
Fair Value Measurements Using
|
|
|
||||||||||||
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Fair Value
|
||||||||
As of December 31, 2014
|
(In Thousands)
|
||||||||||||||
U.S. Treasury securities and obligations of U.S. government agencies
|
$
|
39,176
|
|
|
$
|
29,169
|
|
|
$
|
—
|
|
|
$
|
68,345
|
|
Municipal debt securities
|
—
|
|
|
11,963
|
|
|
—
|
|
|
11,963
|
|
||||
Corporate debt securities
|
—
|
|
|
199,785
|
|
|
—
|
|
|
199,785
|
|
||||
Asset-backed securities
|
—
|
|
|
56,408
|
|
|
—
|
|
|
56,408
|
|
||||
Cash and cash equivalents
|
103,021
|
|
|
—
|
|
|
—
|
|
|
103,021
|
|
||||
Total assets
|
$
|
142,197
|
|
|
$
|
297,325
|
|
|
$
|
—
|
|
|
$
|
439,522
|
|
Warrant liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,372
|
|
|
$
|
3,372
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,372
|
|
|
$
|
3,372
|
|
|
For the six months ended June 30,
|
||||||
Warrant Liability
|
2015
|
|
2014
|
||||
|
(In Thousands)
|
||||||
Balance, January 1
|
$
|
3,372
|
|
|
$
|
6,371
|
|
Change in fair value of warrant liability included in earnings
|
(1,142
|
)
|
|
(1,769
|
)
|
||
Issuance of common stock on warrant exercise
|
—
|
|
|
(13
|
)
|
||
Gain on settlement of warrants
|
—
|
|
|
(37
|
)
|
||
Balance, June 30
|
$
|
2,230
|
|
|
$
|
4,552
|
|
|
For the six months ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In Thousands)
|
||||||
Reserve at beginning of period
|
$
|
83
|
|
|
$
|
—
|
|
|
|
|
|
||||
Claims incurred:
|
|
|
|
||||
Claims and claim expenses incurred:
|
|
|
|
||||
Current year
|
139
|
|
|
28
|
|
||
Prior years
|
(41
|
)
|
|
—
|
|
||
Total claims incurred
|
98
|
|
|
28
|
|
||
|
|
|
|
||||
Claims paid:
|
|
|
|
||||
Claims and claim expenses paid:
|
|
|
|
||||
Current year
|
—
|
|
|
—
|
|
||
Prior years
|
—
|
|
|
—
|
|
||
Total claims paid
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Reserve at end of period
|
$
|
181
|
|
|
$
|
28
|
|
As of and for the six months ended June 30, 2015 and as of and for the year ended December 31, 2014
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
(In Thousands)
|
||||||
Statutory net loss
|
$
|
(26,153
|
)
|
|
$
|
(47,961
|
)
|
Statutory surplus
|
210,581
|
|
|
236,738
|
|
||
Contingency reserve
|
17,296
|
|
|
9,401
|
|
As of June 30, 2015
|
NMIC
|
|
Re One
|
|
Combined
|
||||||
|
(In Thousands)
|
||||||||||
Primary risk-in-force
(1)
|
|
|
|
|
|
||||||
Direct
|
$
|
1,714,914
|
|
|
$
|
—
|
|
|
$
|
1,714,914
|
|
Assumed
|
—
|
|
|
154,468
|
|
|
154,468
|
|
|||
Ceded
|
(154,468
|
)
|
|
—
|
|
|
(154,468
|
)
|
|||
Total primary risk-in-force
|
1,560,446
|
|
|
154,468
|
|
|
1,714,914
|
|
|||
Pool risk-in-force
(2)
|
|
|
|
|
|
||||||
Direct
|
93,090
|
|
|
—
|
|
|
93,090
|
|
|||
Assumed
|
—
|
|
|
24,705
|
|
|
24,705
|
|
|||
Ceded
|
(24,705
|
)
|
|
—
|
|
|
(24,705
|
)
|
|||
Total pool risk-in-force
|
68,385
|
|
|
24,705
|
|
|
93,090
|
|
|||
Total risk-in-force
|
$
|
1,628,831
|
|
|
$
|
179,173
|
|
|
$
|
1,808,004
|
|
|
|
|
|
|
|
||||||
Statutory policyholders' surplus
|
$
|
197,396
|
|
|
$
|
13,185
|
|
|
$
|
210,581
|
|
Statutory contingency reserve
|
15,307
|
|
|
1,989
|
|
|
17,296
|
|
|||
Total statutory policyholders' position
|
$
|
212,703
|
|
|
$
|
15,174
|
|
|
$
|
227,877
|
|
|
|
|
|
|
|
||||||
Risk-to-Capital
(3)
|
7.7:1
|
|
|
11.8:1
|
|
|
7.9:1
|
|
(1)
|
Primary RIF excludes risk on policies that are currently in default and for which loss reserves have been established.
|
(2)
|
Pool RIF is equal to the aggregate stop loss less a deductible.
|
(3)
|
Represents total RIF divided by statutory policyholders' position which is the metric by which the majority of state insurance regulators will assess our capital adequacy.
|
Primary portfolio trends
|
As of and for the Quarter Ended
|
||||||||||||||||||
|
June 30, 2015
|
|
March 31, 2015
|
|
December 31, 2014
|
|
September 30, 2014
|
|
June 30, 2014
|
||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||||
New insurance written
|
$
|
2,548,515
|
|
|
$
|
1,696,142
|
|
|
$
|
1,692,187
|
|
|
$
|
974,910
|
|
|
$
|
429,944
|
|
Insurance in force
(1)
|
$
|
7,190,414
|
|
|
$
|
4,835,248
|
|
|
$
|
3,369,664
|
|
|
$
|
1,812,956
|
|
|
$
|
939,753
|
|
Risk in force
(1)
|
$
|
1,715,442
|
|
|
$
|
1,145,602
|
|
|
$
|
801,561
|
|
|
$
|
435,722
|
|
|
$
|
220,949
|
|
Policies in force
(1)
|
31,682
|
|
|
21,225
|
|
|
14,603
|
|
|
7,628
|
|
|
3,865
|
|
|||||
Weighted average coverage
(2)
|
23.9
|
%
|
|
23.7
|
%
|
|
23.8
|
%
|
|
24.0
|
%
|
|
23.5
|
%
|
|||||
Loans in default (count)
|
9
|
|
|
6
|
|
|
4
|
|
|
—
|
|
|
1
|
|
|||||
Risk in force on defaulted loans
|
$
|
528
|
|
|
$
|
350
|
|
|
$
|
208
|
|
|
$
|
—
|
|
|
$
|
100
|
|
(1)
|
Reported as of the end of the period.
|
(2)
|
End of period RIF divided by IIF.
|
Primary and pool IIF and NIW
|
As of and for the quarter ended
|
||||||||||||||
|
June 30, 2015
|
|
March 31, 2015
|
||||||||||||
|
IIF
|
|
NIW
|
|
IIF
|
|
NIW
|
||||||||
|
(In Thousands)
|
||||||||||||||
Monthly
|
$
|
3,616,951
|
|
|
$
|
1,460,166
|
|
|
$
|
2,258,776
|
|
|
$
|
918,697
|
|
Single
|
1,155,482
|
|
|
485,252
|
|
|
680,880
|
|
|
235,517
|
|
||||
Aggregated single
|
2,417,981
|
|
|
603,097
|
|
|
1,895,592
|
|
|
541,928
|
|
||||
Total primary
|
$
|
7,190,414
|
|
|
$
|
2,548,515
|
|
|
$
|
4,835,248
|
|
|
$
|
1,696,142
|
|
|
|
|
|
|
|
|
|
||||||||
Pool
|
4,475,653
|
|
|
—
|
|
|
4,621,346
|
|
|
—
|
|
||||
Total
|
$
|
11,666,067
|
|
|
$
|
2,548,515
|
|
|
$
|
9,456,594
|
|
|
$
|
1,696,142
|
|
Primary and pool premiums written and earned
|
For the quarter ended
|
||||||
|
June 30, 2015
|
|
March 31, 2015
|
||||
|
(In Thousands)
|
||||||
Net premiums written
|
$
|
20,347
|
|
|
$
|
12,921
|
|
Net premiums earned
|
8,856
|
|
|
6,936
|
|
Weighted Average FICO
|
|
|||||||
|
June 30, 2015
|
|
March 31, 2015
|
|
June 30, 2014
|
|||
Monthly
|
742
|
|
|
740
|
|
|
747
|
|
Single
|
756
|
|
|
749
|
|
|
746
|
|
Aggregated single
|
763
|
|
|
774
|
|
|
758
|
|
Weighted Average LTV
|
|
|||||||
|
June 30, 2015
|
|
March 31, 2015
|
|
June 30, 2014
|
|||
Monthly
|
92
|
%
|
|
91
|
%
|
|
93
|
%
|
Single
|
91
|
|
|
91
|
|
|
93
|
|
Aggregated single
|
89
|
|
|
88
|
|
|
90
|
|
Primary IIF
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
(In Thousands)
|
|
(In Thousands)
|
||||||||
IIF, beginning of period
|
4,835,248
|
|
|
514,796
|
|
|
3,369,664
|
|
|
161,731
|
|
NIW
|
2,548,515
|
|
|
429,944
|
|
|
4,244,657
|
|
|
784,257
|
|
Cancellations and other reductions
|
(193,349
|
)
|
|
(4,987
|
)
|
|
(423,907
|
)
|
|
(6,235
|
)
|
IIF, end of period
|
7,190,414
|
|
|
939,753
|
|
|
7,190,414
|
|
|
939,753
|
|
|
As of June 30, 2015
|
||||||||||
Primary IIF and RIF
|
IIF
|
|
RIF
|
||||||||
|
(Dollars in Thousands)
|
||||||||||
>= 740
|
$
|
4,476,199
|
|
62.3
|
%
|
|
$
|
1,048,651
|
|
61.1
|
%
|
680 - 739
|
2,409,995
|
|
33.5
|
|
|
593,075
|
|
34.6
|
|
||
620 - 679
|
304,220
|
|
4.2
|
|
|
73,716
|
|
4.3
|
|
||
<= 619
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||
Total
|
$
|
7,190,414
|
|
100.0
|
%
|
|
$
|
1,715,442
|
|
100.0
|
%
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Average primary loan size by FICO
|
(In Thousands)
|
||||||
>= 740
|
$
|
233
|
|
|
$
|
236
|
|
680 - 739
|
219
|
|
|
225
|
|
||
620 - 679
|
203
|
|
|
205
|
|
||
<= 619
|
—
|
|
|
—
|
|
Percentage of RIF by loan type
|
Primary
|
|
Pool
|
||
As of June 30, 2015
|
|
|
|
||
Fixed
|
97.1
|
%
|
|
100.0
|
%
|
Adjustable rate mortgages:
|
|
|
|
||
Less than five years
|
—
|
|
|
—
|
|
Five years and longer
|
2.9
|
|
|
—
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
Total RIF by LTV
|
Primary
|
|
Pool
|
||||||||||||||||
|
RIF
|
|
% of Total LTV
|
|
Policy Count
|
|
RIF
|
|
% of Total LTV
|
|
Policy Count
|
||||||||
As of June 30, 2015
|
(Dollars in Thousands)
|
||||||||||||||||||
95.01% and above
|
$
|
35,966
|
|
|
2.1
|
%
|
|
680
|
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
|
90.01% to 95.00%
|
926,987
|
|
|
54.0
|
|
|
14,681
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
85.01% to 90.00%
|
597,954
|
|
|
34.9
|
|
|
10,417
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
80.01% to 85.00%
|
154,521
|
|
|
9.0
|
|
|
5,903
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
80.00% and below
|
14
|
|
|
—
|
|
|
1
|
|
|
93,090
|
|
|
100.0
|
|
|
19,784
|
|
||
Total RIF
|
$
|
1,715,442
|
|
|
100.0
|
%
|
|
31,682
|
|
|
$
|
93,090
|
|
|
100.0
|
%
|
|
19,784
|
|
Top 10 primary IIF and RIF by state
|
IIF
|
|
RIF
|
|||
As of June 30, 2015
|
|
|||||
1.
|
California
|
14.1
|
%
|
|
13.6
|
%
|
2.
|
Texas
|
7.0
|
|
|
7.4
|
|
3.
|
Florida
|
5.2
|
|
|
5.3
|
|
4.
|
Michigan
|
4.7
|
|
|
4.8
|
|
5.
|
Colorado
|
4.2
|
|
|
4.2
|
|
6.
|
Ohio
|
3.7
|
|
|
3.9
|
|
7.
|
New Jersey
|
3.7
|
|
|
3.3
|
|
8.
|
Pennsylvania
|
3.6
|
|
|
3.6
|
|
9.
|
Arizona
|
3.6
|
|
|
3.7
|
|
10.
|
North Carolina
|
3.5
|
|
|
3.5
|
|
|
Total
|
53.3
|
%
|
|
53.3
|
%
|
Top 10 pool IIF and RIF by state
|
IIF
|
|
RIF
|
|||
As of June 30, 2015
|
|
|||||
1.
|
California
|
28.3
|
%
|
|
27.7
|
%
|
2.
|
Texas
|
5.3
|
|
|
5.4
|
|
3.
|
Colorado
|
3.9
|
|
|
3.8
|
|
4.
|
Washington
|
3.9
|
|
|
3.8
|
|
5.
|
Massachusetts
|
3.7
|
|
|
3.7
|
|
6.
|
Illinois
|
3.7
|
|
|
3.7
|
|
7.
|
Virginia
|
3.7
|
|
|
3.7
|
|
8.
|
New York
|
2.8
|
|
|
2.9
|
|
9.
|
New Jersey
|
2.8
|
|
|
2.8
|
|
10.
|
Florida
|
2.7
|
|
|
2.8
|
|
|
Total
|
60.8
|
%
|
|
60.3
|
%
|
•
|
the typical distribution of claims over the life of a book results in fewer defaults during the first two years after loans are originated, usually peaking in years three through six and declining thereafter;
|
•
|
we expect that the frequency of claims on our initial primary books of business should be between 2% and 3% of mortgages insured over the life of the book. For claims that we may receive, we expect the severity of the claim to be between 85% and 95% of the coverage amount. Based on these expectations, we estimate that the loss ratio over the life of each book
|
•
|
under the pool insurance agreement between NMIC and Fannie Mae, NMIC is responsible for claims only to the extent they exceed a deductible; and
|
•
|
low NIW in our early years of operations.
|
•
|
maintain minimum capital of $150 million;
|
•
|
operate at a RTC ratio not to exceed 15:1;
|
•
|
not declare or pay dividends to affiliates or to NMIH;
|
•
|
not enter into capital support agreements or guarantees for the benefit of, or purchase or otherwise invest in the debt of, affiliates without the prior written approval of the GSEs; and
|
•
|
not enter into reinsurance or other risk share arrangements without the GSEs' prior written approval.
|
Consolidated underwriting and operating expenses
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In Thousands)
|
||||||||||||||
Payroll and related
|
$
|
12,667
|
|
|
$
|
8,844
|
|
|
$
|
23,093
|
|
|
$
|
18,277
|
|
Share-based compensation
|
2,080
|
|
|
2,370
|
|
|
4,085
|
|
|
4,701
|
|
||||
Contract and professional services
|
1,640
|
|
|
2,056
|
|
|
3,270
|
|
|
3,889
|
|
||||
Technology service expenses
|
1,118
|
|
|
1,005
|
|
|
2,217
|
|
|
2,080
|
|
||||
Depreciation and amortization expenses
|
991
|
|
|
1,661
|
|
|
1,692
|
|
|
2,975
|
|
||||
Other expenses
|
2,414
|
|
|
2,701
|
|
|
4,902
|
|
|
6,016
|
|
||||
Total underwriting and operating expenses
|
$
|
20,910
|
|
|
$
|
18,637
|
|
|
$
|
39,259
|
|
|
$
|
37,938
|
|
Consolidated balance sheets
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
(In Thousands)
|
||||||
Total investment portfolio
|
$
|
370,042
|
|
|
$
|
336,501
|
|
Cash and cash equivalents
|
64,301
|
|
|
103,021
|
|
||
Deferred policy acquisition costs, net
|
8,218
|
|
|
2,985
|
|
||
Software and equipment, net
|
13,284
|
|
|
11,806
|
|
||
Other assets
|
10,244
|
|
|
8,952
|
|
||
Total assets
|
$
|
466,089
|
|
|
$
|
463,265
|
|
Reserve for insurance claims and claims expenses
|
$
|
181
|
|
|
$
|
83
|
|
Unearned premiums
|
39,545
|
|
|
22,069
|
|
||
Accounts payable and accrued expenses
|
12,309
|
|
|
10,646
|
|
||
Warrant liability
|
2,230
|
|
|
3,372
|
|
||
Deferred tax liability
|
137
|
|
|
137
|
|
||
Total liabilities
|
54,402
|
|
|
36,307
|
|
||
Total shareholders' equity
|
411,687
|
|
|
426,958
|
|
||
Total liabilities and shareholders' equity
|
$
|
466,089
|
|
|
$
|
463,265
|
|
Consolidated cash flows
|
For the six months ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
Net cash used in:
|
(In Thousands)
|
||||||
Operating activities
|
$
|
1,367
|
|
|
$
|
17,988
|
|
Investing activities
|
36,675
|
|
|
3,247
|
|
||
Financing activities
|
678
|
|
|
23
|
|
||
Net decrease in cash and cash equivalents
|
$
|
38,720
|
|
|
$
|
21,258
|
|
Percentage of portfolio's fair value
|
June 30, 2015
|
|
December 31, 2014
|
|||
1.
|
Corporate debt securities
|
47
|
%
|
|
45
|
%
|
2.
|
U.S. treasury securities and obligations of U.S. government agencies
|
20
|
|
|
16
|
|
3.
|
Asset-backed securities
|
15
|
|
|
13
|
|
4.
|
Cash and cash equivalents
|
15
|
|
|
24
|
|
5.
|
Municipal debt securities
|
3
|
|
|
2
|
|
|
Total
|
100
|
%
|
|
100
|
%
|
Investment portfolio ratings
|
June 30, 2015
|
|
December 31, 2014
|
||
AAA
|
34
|
%
|
|
39
|
%
|
AA
|
9
|
|
|
8
|
|
A
|
42
|
|
|
44
|
|
BBB
|
15
|
|
|
9
|
|
Total
|
100
|
%
|
|
100
|
%
|
•
|
Changes to the level of interest rates
. Increasing interest rates may reduce the value of certain fixed-rate bonds held in the investment portfolio. Higher rates may cause variable rate assets to generate additional income. Decreasing rates will have the reverse impact. Significant changes in interest rates can also affect persistency and claim rates of our insurance portfolio, and as a result we may determine that our investment portfolio needs to be restructured to better align it with future liabilities and claim payments. Such restructuring may cause investments to be liquidated when market conditions are adverse.
|
•
|
Changes to the term structure of interest rates
. Rising or falling rates typically change by different amounts along the yield curve. These changes may have unforeseen impacts on the value of certain assets.
|
•
|
Market volatility/changes in the real or perceived credit quality of investments
. Deterioration in the quality of investments, identified through changes to our own or third party (e.g., rating agency) assessments, will reduce the value and potentially the liquidity of investments.
|
•
|
Concentration Risk
. If the investment portfolio is highly concentrated in one asset, or in multiple assets whose values are highly correlated, the value of the total portfolio may be greatly affected by the change in value of just one asset or a group of highly correlated assets.
|
•
|
Prepayment Risk
. Bonds may have call provisions that permit debtors to repay prior to maturity when it is to their advantage. This typically occurs when rates fall below the interest rate of the debt.
|
•
|
continue to implement and improve our operational, credit, financial, management and other internal risk controls and processes and our reporting systems and procedures in order to manage a growing number of client relationships;
|
•
|
scale our technology platform; and
|
•
|
attract and retain management talent.
|
•
|
the level of current mortgage interest rates compared to the mortgage rates on the IIF, which affects the vulnerability of the IIF to refinancings (i.e., lower current interest rates make it more attractive for borrowers to refinance and receive a lower interest rate); and
|
•
|
mortgage insurance cancellation policies of mortgage investors, along with the current value of the homes underlying the mortgages in the IIF.
|
•
|
lenders using government mortgage insurance programs, including those of the FHA and the VA;
|
•
|
state-supported mortgage insurance funds in several states, including California and New York;
|
•
|
lenders and other investors holding mortgages in portfolio and self-insuring;
|
•
|
investors using credit enhancements other than MI, using other credit enhancements in conjunction with reduced levels of MI coverage, or accepting credit risk without credit enhancement;
|
•
|
lenders originating mortgages using "piggy-back" or other structures to avoid MI, such as a first mortgage with an 80% LTV and a second mortgage with a 10%, 15% or 20% LTV (referred to as 80-10-10, 80-15-5 or 80-20 loans, respectively) rather than a first mortgage with an LTV above 80% that has MI; and
|
•
|
if borrowers pay cash versus securing mortgage financing, which has occurred with greater frequency in recent years.
|
•
|
restrictions on mortgage credit due to more stringent underwriting standards, more restrictive regulatory requirements and liquidity issues affecting lenders;
|
•
|
the level of loan interest rates and deductibility of mortgage interest for income tax purposes;
|
•
|
the health of the real estate industry and the national economy as well as the conditions in regional and local economies;
|
•
|
housing affordability;
|
•
|
population trends, including the rate of household formation;
|
•
|
the rate of home price appreciation, which in times of heavy refinancing can affect whether refinance loans have LTVs that require MI;
|
•
|
U.S. government housing policy encouraging loans to first-time homebuyers; and
|
•
|
the extent to which the GSEs' guaranty and other fees, credit underwriting guidelines and other business terms affect lenders' willingness to extend credit for low down payment mortgages.
|
•
|
general market conditions, including price levels and volume and changes in interest rates;
|
•
|
national, regional and local economic or business conditions;
|
•
|
the effects of, and changes in, trade, monetary and fiscal policies, including the interest rate policies of the Federal Reserve;
|
•
|
our actual or projected financial condition, liquidity, operating results, cash flows and capital levels;
|
•
|
changes in, or failure to meet, our publicly disclosed expectations as to our future financial and operating performance;
|
•
|
publication of research reports about us, our competitors or the financial services industry generally, or changes in, or failure to meet, securities analysts' estimates of our financial and operating performance, or lack of research reports by industry analysts or ceasing of coverage;
|
•
|
market valuations, as well as the financial and operating performance and prospects, of similar companies;
|
•
|
future issuances or sales, or anticipated issuances or sales, of our common stock or other securities convertible into or exchangeable or exercisable for our common stock;
|
•
|
expenses incurred in connection with changes in our stock price, such as changes in the value of the liability reflected on our financial statements associated with outstanding warrants;
|
•
|
the potential failure to establish and maintain effective internal controls over financial reporting;
|
•
|
additions or departures of key personnel;
|
•
|
our failure to satisfy the continued listing requirements of the NASDAQ;
|
•
|
our failure to comply with the Sarbanes-Oxley Act of 2002; and
|
•
|
our treatment as an "emerging growth company" under the federal securities laws.
|
•
|
provide that special meetings of our stockholders generally can only be called by the chairman of the Board or the president or by resolution of the Board;
|
•
|
provide our Board the ability to issue undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may grant preferred holders voting, special approval, dividend or other rights or preferences superior to the rights of the holder of common stock;
|
•
|
provide our Board the ability to issue common stock and warrants within the amount of authorized capital;
|
•
|
provide that, subject to the rights of the holders of any series of preferred stock with respect to such series of preferred stock, any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of our stockholders and may not be effected by any consent in writing by such stockholders; and
|
•
|
provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders, generally must provide timely advance notice of their intent in writing and certain other information not less than 90 days nor more than 120 days prior to the meeting.
|
|
NMI HOLDINGS, INC.
|
August 4, 2015
|
By: /s/ Glenn M. Farrell
|
|
Name: Glenn M. Farrell
Title: Chief Financial Officer and Duly Authorized Signatory
|
Exhibit Number
|
|
Description
|
|
|
|
2.1
|
|
Stock Purchase Agreement, dated November 30, 2011, between NMI Holdings, Inc. and MAC Financial Ltd. (incorporated herein by reference to Exhibit 2.1 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
2.2
|
|
Amendment to Stock Purchase Agreement, dated April 6, 2012, between NMI Holdings, Inc. and MAC Financial Ltd. (incorporated herein by reference to Exhibit 2.2 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
3.2
|
|
Third Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.1 to our Form 8-K, filed on December 9, 2014)
|
4.1
|
|
Specimen Class A common stock certificate (incorporated herein by reference to Exhibit 4.1 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
4.2
|
|
Registration Rights Agreement between NMI Holdings, Inc. and FBR Capital Markets & Co., dated April 24, 2012 (incorporated herein by reference to Exhibit 4.2 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
4.3
|
|
Registration Rights Agreement by and between MAC Financial Ltd. and NMI Holdings, Inc., dated April 24, 2012 (incorporated herein by reference to Exhibit 4.3 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
4.4
|
|
Registration Rights Agreement between FBR & Co., FBR Capital Markets LT, Inc., FBR Capital Markets & Co., FBR Capital Markets PT, Inc. and NMI Holdings, Inc., dated April 24, 2012 (incorporated herein by reference to Exhibit 4.4 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
4.5
|
|
Warrant No. 1 to Purchase Common Stock of NMI Holdings, Inc. issued to FBR Capital Markets & Co., dated June 13, 2013 (incorporated herein by reference to Exhibit 4.5 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
4.6
|
|
Form of Warrant to Purchase Common Stock of NMI Holdings, Inc. issued to former stockholders of MAC Financial Ltd.(incorporated herein by reference to Exhibit 4.6 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
10.1 ~
|
|
NMI Holdings, Inc. 2012 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
10.2 ~
|
|
Form of NMI Holdings, Inc. 2012 Stock Incentive Plan Restricted Stock Unit Award Agreement for Chief Executive Officer and Chief Financial Officer (incorporated herein by reference to Exhibit 10.2 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
10.3 ~
|
|
Form of NMI Holdings, Inc. 2012 Stock Incentive Plan Restricted Stock Unit Award Agreement for Management (incorporated herein by reference to Exhibit 10.3 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
10.4 ~
|
|
Form of NMI Holdings, Inc. 2012 Stock Incentive Plan Restricted Stock Unit Award Agreement for Directors (incorporated herein by reference to Exhibit 10.4 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
10.5 ~
|
|
Form of NMI Holdings, Inc. 2012 Stock Incentive Plan Nonqualified Stock Option Award Agreement for Chief Executive Officer and Chief Financial Officer (incorporated herein by reference to Exhibit 10.5 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
10.6 ~
|
|
Form of NMI Holdings, Inc. 2012 Stock Incentive Plan Nonqualified Stock Option Award Agreement for Management (incorporated herein by reference to Exhibit 10.6 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
10.7 ~
|
|
Form of NMI Holdings, Inc. 2012 Stock Incentive Plan Nonqualified Stock Option Award Agreement for Directors (incorporated herein by reference to Exhibit 10.7 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
10.8 ~
|
|
Employment Agreement by and between NMI Holdings, Inc. and Bradley M. Shuster, dated March 6, 2012 (incorporated herein by reference to Exhibit 10.8 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
10.9 ~
|
|
Amendment to Employment Agreement by and between NMI Holdings, Inc. and Bradley M. Shuster, dated April 24, 2012 (incorporated herein by reference to Exhibit 10.9 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
Exhibit Number
|
|
Description
|
10.10 ~
|
|
Employment Agreement by and between NMI Holdings, Inc. and Jay M. Sherwood, dated March 6, 2012 (incorporated herein by reference to Exhibit 10.10 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
10.11 ~
|
|
Amendment to Employment Agreement by and between NMI Holdings, Inc. and Jay M. Sherwood, dated April 24, 2012 (incorporated herein by reference to Exhibit 10.11 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
|
10.12 ~
|
|
Offer Letter by and between NMI Holdings, Inc. and Glenn Farrell, effective December 4, 2014 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on December 9, 2014)
|
10.13
|
|
Form of Indemnification Agreement between NMI Holdings, Inc. and its directors and certain executive officers (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on November 25, 2014)
|
10.14 +
|
|
Commitment Letter dated July 12, 2013 for Bulk Fannie Mae-Paid Loss-on-Sale Mortgage Insurance on the Portfolio of approximately $5.46 billion Purchased by Fannie Mae and Identified by Fannie Mae as Deal No. 2013 MIRT 01 and by the Company as Policy No. P-0001-01 (incorporated herein by reference to Exhibit 10.14 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
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10.15 ~
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NMI Holdings, Inc. 2014 Omnibus Incentive Plan (incorporated herein by reference to Appendix A to our 2014 Annual Proxy Statement, filed on March 26, 2014)
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10.16 ~
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Form of NMI Holdings, Inc. 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Chief Executive Officer and President (incorporated herein by reference to Exhibit 10.18 to our Form 10-K, filed on February 20, 2015)
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10.17 ~
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Form of NMI Holdings, Inc. 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Employees (incorporated herein by reference to Exhibit 10.19 to our Form 10-K, filed on February 20, 2015)
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10.18 ~
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Form of NMI Holdings, Inc. 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Independent Directors (incorporated herein by reference to Exhibit 10.20 to our Form 10-K, filed on February 20, 2015)
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10.19 ~
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Form of NMI Holdings, Inc. 2014 Omnibus Incentive Plan Nonqualified Stock Option Award Agreement for Chief Executive Officer and President (incorporated herein by reference to Exhibit 10.21 to our Form 10-K, filed on February 20, 2015)
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10.20 ~
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Form of NMI Holdings, Inc. 2014 Omnibus Incentive Plan Nonqualified Stock Option Award Agreement for Employees (incorporated herein by reference to Exhibit 10.22 to our Form 10-K, filed on February 20, 2015)
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10.21 ~
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Form of NMI Holdings, Inc. 2014 Omnibus Incentive Plan Phantom Unit Award Agreement for Independent Directors
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21.1
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Subsidiaries of NMI Holdings, Inc. (incorporated herein by reference to Exhibit 21.1 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
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31.1
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Principal Executive Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Principal Financial Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32 #
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Certifications of CEO and CFO 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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99.1
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Conditional Approval Letter, dated January 15, 2013, from Freddie Mac to National Mortgage Insurance Corporation (incorporated herein by reference to Exhibit 99.1 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
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99.2
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Conditional Approval Agreement, dated January 16, 2013, by and among Federal National Mortgage Association, NMI Holdings, Inc. and National Mortgage Insurance Corporation (incorporated herein by reference to Exhibit 99.2 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
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101 *
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The following financial information from NMI Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, formatted in XBRL (eXtensible Business Reporting Language):
(i) Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014 (ii) Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2015 and
2014
(iii) Consolidated Statements of Changes in Shareholders' Equity for the six months ended June 30, 2015
and the year ended December 31, 2014
(iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014, and (v) Notes to Consolidated Financial Statements |
~
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Indicates a management contract or compensatory plan or contract.
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+
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Confidential treatment granted as to certain portions, which portions have been filed separately with the Securities and Exchange Commission.
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#
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In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibit 32 hereto are deemed to accompany this Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act except to the extent that the registrant specifically incorporates it by reference.
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*
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In accordance with Rule 406T of Regulation S-T, the information furnished in these exhibits will not be deemed "filed" for purposes of Section 18 of the Exchange Act. Such exhibits will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act except to the extent that the registrant specifically incorporates it by reference.
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Date: August 4, 2015
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/s/ Bradley M. Shuster
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Bradley M. Shuster
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Chairman and Chief Executive Officer
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(Principal Executive Officer)
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Date: August 4, 2015
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/s/ Glenn M. Farrell
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Glenn M. Farrell
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|
Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Date: August 4, 2015
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|
|
|
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/s/ Bradley M. Shuster
|
|
Bradley M. Shuster
|
|
Chairman and Chief Executive Officer
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|
(Principal Executive Officer)
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Date: August 4, 2015
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|
|
|
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/s/ Glenn M. Farrell
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|
Glenn M. Farrell
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|