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
March 31, 2016
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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
x
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Non-accelerated filer
o
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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, including reinsurance;
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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 implementation of the new Private Mortgage Insurer Eligibility Requirements (PMIERs) or decisions that have the impact of decreasing or discontinuing the use of mortgage insurance as credit enhancement;
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•
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our ability to remain an eligible mortgage insurer under the PMIERs and other requirements imposed by the GSEs, which they may change at any time;
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•
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actions of existing competitors, including governmental agencies like the Federal Housing Administration (FHA) and the Veterans Administration (VA), and potential market entry by new competitors or consolidation of existing 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;
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•
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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;
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•
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potential future lawsuits, investigations or inquiries or resolution of current inquiries;
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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 successfully execute and implement our capital plans, including our ability to enter into, and receive approval of, reinsurance arrangements on terms and conditions that are acceptable to us and to the GSEs;
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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 pricing or investment strategies;
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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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our ability to utilize our net operating loss carryforwards, which could be limited or eliminated in various ways, including if we experience an ownership change as defined in Section 382 of the Internal Revenue Code;
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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 March 31, 2016 and December 31, 2015
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Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2016 and 2015
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Condensed Consolidated Statements of Changes in Shareholders' Equity for the three months ended March 31, 2016 and the year ended December 31, 2015
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Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015
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Notes to Condensed Consolidated Financial Statements
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March 31, 2016
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December 31, 2015
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||||
Assets
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(In Thousands, except for share data)
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||||||
Fixed maturities, available-for-sale, at fair value (amortized cost of $551,780 and $564,319 as of March 31, 2016 and December 31, 2015, respectively)
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$
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556,683
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|
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$
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559,235
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Cash and cash equivalents
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73,302
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|
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57,317
|
|
||
Premiums receivable
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6,578
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|
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5,143
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|
||
Accrued investment income
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3,144
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2,873
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Prepaid expenses
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2,732
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1,428
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Deferred policy acquisition costs, net
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20,948
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17,530
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Software and equipment, net
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17,219
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15,201
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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
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74
|
|
|
90
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||
Total assets
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$
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684,314
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$
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662,451
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|
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||||
Liabilities
|
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||||
Term loan
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$
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143,982
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$
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143,939
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Unearned premiums
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109,095
|
|
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90,773
|
|
||
Accounts payable and accrued expenses
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19,108
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22,725
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Reserve for insurance claims and claim expenses
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1,137
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|
679
|
|
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Warrant liability, at fair value
|
797
|
|
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1,467
|
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Deferred tax
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137
|
|
|
137
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Total liabilities
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274,256
|
|
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259,720
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||
Commitments and contingencies
|
|
|
|
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||||
Shareholders' equity
|
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||||
Common stock - class A shares, $0.01 par value;
59,080,468 and 58,807,825 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively (250,000,000 shares authorized) |
591
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|
|
588
|
|
||
Additional paid-in capital
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571,585
|
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570,340
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|
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Accumulated other comprehensive loss, net of tax
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2,512
|
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(7,474
|
)
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||
Accumulated deficit
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(164,630
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)
|
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(160,723
|
)
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||
Total shareholders' equity
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410,058
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|
|
402,731
|
|
||
Total liabilities and shareholders' equity
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$
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684,314
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$
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662,451
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For the three months ended March 31,
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||||||
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2016
|
|
2015
|
||||
Revenues
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(In Thousands, except for share data)
|
||||||
Net premiums written
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$
|
38,129
|
|
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$
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12,921
|
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Increase in unearned premiums
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(18,322
|
)
|
|
(5,985
|
)
|
||
Net premiums earned
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19,807
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|
6,936
|
|
||
Net investment income
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3,231
|
|
|
1,596
|
|
||
Net realized investment (losses) gains
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(885
|
)
|
|
613
|
|
||
Other revenues
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32
|
|
|
—
|
|
||
Total revenues
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22,185
|
|
|
9,145
|
|
||
Expenses
|
|
|
|
||||
Insurance claims and claims expenses
|
458
|
|
|
104
|
|
||
Underwriting and operating expenses
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22,672
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|
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18,350
|
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||
Total expenses
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23,130
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|
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18,454
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|
||
Other (expense) income
|
|
|
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||||
Gain from change in fair value of warrant liability
|
670
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|
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1,248
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|
||
Interest expense
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(3,632
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)
|
|
—
|
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||
Total other (expense) income
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(2,962
|
)
|
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1,248
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||
|
|
|
|
||||
Loss before income taxes
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(3,907
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)
|
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(8,061
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)
|
||
Income tax benefit
|
—
|
|
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(241
|
)
|
||
Net loss
|
$
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(3,907
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)
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$
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(7,820
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)
|
|
|
|
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||||
Net loss per share:
|
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|
|
||||
Basic and diluted loss per share
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$
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(0.07
|
)
|
|
$
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(0.13
|
)
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Weighted average common shares outstanding
|
58,936,694
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|
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58,485,899
|
|
||
|
|
|
|
||||
|
|
|
|
||||
Net loss
|
$
|
(3,907
|
)
|
|
$
|
(7,820
|
)
|
Other comprehensive income, net of tax:
|
|
|
|
||||
Net unrealized gains in accumulated other comprehensive loss, net of tax expense of $0 and $1,431 for the quarters ended March 31, 2016 and March 31, 2015, respectively
|
9,101
|
|
|
2,672
|
|
||
Reclassification adjustment for losses (gains) included in net loss, net of tax expense of $0 for the quarters ended March 31, 2016 and 2015
|
885
|
|
|
(613
|
)
|
||
Other comprehensive income, net of tax
|
9,986
|
|
|
2,059
|
|
||
Comprehensive income (loss)
|
$
|
6,079
|
|
|
$
|
(5,761
|
)
|
|
Common Stock - Class A
|
Additional
Paid-in Capital |
Accumulated Other Comprehensive Loss
|
Accumulated Deficit
|
Total
|
||||||||||||
|
Shares
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Amount
|
|||||||||||||||
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(In Thousands)
|
|
|
|
|
|
|||||||||||
Balances, January 1, 2015
|
58,429
|
|
$
|
584
|
|
$
|
562,911
|
|
$
|
(3,607
|
)
|
$
|
(132,930
|
)
|
$
|
426,958
|
|
Common stock: class A shares issued under stock plans, net of shares withheld for employee taxes
|
379
|
|
4
|
|
(694
|
)
|
—
|
|
—
|
|
(690
|
)
|
|||||
Share-based compensation expense
|
—
|
|
—
|
|
8,123
|
|
—
|
|
—
|
|
8,123
|
|
|||||
Change in unrealized investment gains/losses, net of tax of $0
|
—
|
|
—
|
|
—
|
|
(3,867
|
)
|
—
|
|
(3,867
|
)
|
|||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(27,793
|
)
|
(27,793
|
)
|
|||||
Balances, December 31, 2015
|
58,808
|
|
$
|
588
|
|
$
|
570,340
|
|
$
|
(7,474
|
)
|
$
|
(160,723
|
)
|
$
|
402,731
|
|
Common stock: class A shares issued under stock plans, net of shares withheld for employee taxes
|
272
|
|
3
|
|
(162
|
)
|
—
|
|
—
|
|
(159
|
)
|
|||||
Share-based compensation expense
|
—
|
|
—
|
|
1,407
|
|
—
|
|
—
|
|
1,407
|
|
|||||
Change in unrealized investment gains/losses, net of tax of $0
|
—
|
|
—
|
|
—
|
|
9,986
|
|
—
|
|
9,986
|
|
|||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,907
|
)
|
(3,907
|
)
|
|||||
Balances, March 31, 2016
|
59,080
|
|
$
|
591
|
|
$
|
571,585
|
|
$
|
2,512
|
|
$
|
(164,630
|
)
|
$
|
410,058
|
|
|
For the three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities
|
(In Thousands)
|
||||||
Net loss
|
$
|
(3,907
|
)
|
|
$
|
(7,820
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Net realized investment losses (gains)
|
885
|
|
|
(613
|
)
|
||
Gain from change in fair value of warrant liability
|
(670
|
)
|
|
(1,248
|
)
|
||
Depreciation and other amortization
|
1,316
|
|
|
1,099
|
|
||
Amortization of debt discount and debt issuance costs
|
418
|
|
|
—
|
|
||
Share-based compensation expense
|
1,410
|
|
|
2,005
|
|
||
Noncash intraperiod tax allocation
|
—
|
|
|
(241
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accrued investment income
|
(271
|
)
|
|
(25
|
)
|
||
Premiums receivable
|
(1,435
|
)
|
|
(615
|
)
|
||
Prepaid expenses
|
(1,304
|
)
|
|
(37
|
)
|
||
Deferred policy acquisition costs, net
|
(3,418
|
)
|
|
(2,298
|
)
|
||
Other assets
|
16
|
|
|
453
|
|
||
Unearned premiums
|
18,322
|
|
|
5,985
|
|
||
Reserve for insurance claims and claims expenses
|
458
|
|
|
104
|
|
||
Accounts payable and accrued expenses
|
(11,085
|
)
|
|
(4,291
|
)
|
||
Net cash provided by (used in) operating activities
|
735
|
|
|
(7,542
|
)
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchase of fixed-maturity investments, available-for-sale
|
(71,319
|
)
|
|
(61,676
|
)
|
||
Proceeds from redemptions, maturities and sale of fixed-maturity investments, available-for-sale
|
89,422
|
|
|
33,935
|
|
||
Purchase of software and equipment
|
(2,319
|
)
|
|
(1,317
|
)
|
||
Net cash provided by (used in) investing activities
|
15,784
|
|
|
(29,058
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Issuance of common stock
|
449
|
|
|
333
|
|
||
Taxes paid related to net share settlement of equity awards
|
(608
|
)
|
|
(334
|
)
|
||
Repayments of term loan
|
(375
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(534
|
)
|
|
(1
|
)
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
15,985
|
|
|
(36,601
|
)
|
||
Cash and cash equivalents, beginning of period
|
57,317
|
|
|
103,021
|
|
||
Cash and cash equivalents, end of period
|
$
|
73,302
|
|
|
$
|
66,420
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information
|
|
|
|
||||
Noncash financing activities
|
|
|
|
||||
Interest paid
|
$
|
3,255
|
|
|
$
|
—
|
|
|
Amortized
Cost |
|
Gross Unrealized
|
|
Fair
Value |
||||||||||
|
|
Gains
|
|
Losses
|
|
||||||||||
As of March 31, 2016
|
(In Thousands)
|
||||||||||||||
U.S. Treasury securities and obligations of U.S. government agencies
|
$
|
59,941
|
|
|
$
|
335
|
|
|
$
|
(30
|
)
|
|
$
|
60,246
|
|
Municipal debt securities
|
23,478
|
|
|
468
|
|
|
(38
|
)
|
|
23,908
|
|
||||
Corporate debt securities
|
317,962
|
|
|
5,965
|
|
|
(1,407
|
)
|
|
322,520
|
|
||||
Asset-backed securities
|
113,963
|
|
|
293
|
|
|
(707
|
)
|
|
113,549
|
|
||||
Total bonds
|
515,344
|
|
|
7,061
|
|
|
(2,182
|
)
|
|
520,223
|
|
||||
Short-term investments
|
36,436
|
|
|
24
|
|
|
—
|
|
|
36,460
|
|
||||
Total investments
|
$
|
551,780
|
|
|
$
|
7,085
|
|
|
$
|
(2,182
|
)
|
|
$
|
556,683
|
|
|
Amortized
Cost |
|
Gross Unrealized
|
|
Fair
Value |
||||||||||
|
|
Gains
|
|
Losses
|
|
||||||||||
As of December 31, 2015
|
(In Thousands)
|
||||||||||||||
U.S. Treasury securities and obligations of U.S. government agencies
|
$
|
84,968
|
|
|
$
|
4
|
|
|
$
|
(490
|
)
|
|
$
|
84,482
|
|
Municipal debt securities
|
20,209
|
|
|
44
|
|
|
(174
|
)
|
|
20,079
|
|
||||
Corporate debt securities
|
337,273
|
|
|
431
|
|
|
(4,377
|
)
|
|
333,327
|
|
||||
Asset-backed securities
|
101,320
|
|
|
76
|
|
|
(603
|
)
|
|
100,793
|
|
||||
Total bonds
|
543,770
|
|
|
555
|
|
|
(5,644
|
)
|
|
538,681
|
|
||||
Short-term investments
|
20,549
|
|
|
5
|
|
|
—
|
|
|
20,554
|
|
||||
Total investments
|
$
|
564,319
|
|
|
$
|
560
|
|
|
$
|
(5,644
|
)
|
|
$
|
559,235
|
|
As of March 31, 2016
|
Amortized
Cost |
|
Fair
Value |
||||
|
(In Thousands)
|
||||||
Due in one year or less
|
$
|
47,549
|
|
|
$
|
47,572
|
|
Due after one through five years
|
178,408
|
|
|
179,487
|
|
||
Due after five through ten years
|
195,378
|
|
|
200,244
|
|
||
Due after ten years
|
16,482
|
|
|
15,831
|
|
||
Asset-backed securities
|
113,963
|
|
|
113,549
|
|
||
Total investments
|
$
|
551,780
|
|
|
$
|
556,683
|
|
As of December 31, 2015
|
Amortized
Cost |
|
Fair
Value |
||||
|
(In Thousands)
|
||||||
Due in one year or less
|
$
|
62,745
|
|
|
$
|
62,743
|
|
Due after one through five years
|
187,633
|
|
|
186,629
|
|
||
Due after five through ten years
|
193,379
|
|
|
190,055
|
|
||
Due after ten years
|
19,242
|
|
|
19,015
|
|
||
Asset-backed securities
|
101,320
|
|
|
100,793
|
|
||
Total investments
|
$
|
564,319
|
|
|
$
|
559,235
|
|
|
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 March 31, 2016
|
|
(Dollars in Thousands)
|
||||||||||||||||||||||||
U.S. Treasury securities and obligations of U.S. government agencies
|
5
|
|
$
|
7,537
|
|
$
|
(17
|
)
|
|
9
|
|
$
|
4,685
|
|
$
|
(13
|
)
|
|
14
|
|
$
|
12,222
|
|
$
|
(30
|
)
|
Municipal debt securities
|
1
|
|
1,717
|
|
(33
|
)
|
|
1
|
|
3,245
|
|
(5
|
)
|
|
2
|
|
4,962
|
|
(38
|
)
|
||||||
Corporate debt securities
|
36
|
|
48,691
|
|
(1,209
|
)
|
|
7
|
|
7,699
|
|
(198
|
)
|
|
43
|
|
56,390
|
|
(1,407
|
)
|
||||||
Asset-backed securities
|
42
|
|
58,765
|
|
(664
|
)
|
|
7
|
|
5,213
|
|
(43
|
)
|
|
49
|
|
63,978
|
|
(707
|
)
|
||||||
Total investments
|
84
|
|
$
|
116,710
|
|
$
|
(1,923
|
)
|
|
24
|
|
$
|
20,842
|
|
$
|
(259
|
)
|
|
108
|
|
$
|
137,552
|
|
$
|
(2,182
|
)
|
|
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, 2015
|
|
(Dollars in Thousands)
|
||||||||||||||||||||||||
U.S. Treasury securities and obligations of U.S. government agencies
|
14
|
|
$
|
50,558
|
|
$
|
(397
|
)
|
|
4
|
|
$
|
10,194
|
|
$
|
(93
|
)
|
|
18
|
|
$
|
60,752
|
|
$
|
(490
|
)
|
Municipal debt securities
|
4
|
|
11,293
|
|
(165
|
)
|
|
1
|
|
3,242
|
|
(9
|
)
|
|
5
|
|
14,535
|
|
(174
|
)
|
||||||
Corporate debt securities
|
83
|
|
244,128
|
|
(4,124
|
)
|
|
4
|
|
9,220
|
|
(253
|
)
|
|
87
|
|
253,348
|
|
(4,377
|
)
|
||||||
Asset-backed securities
|
27
|
|
69,878
|
|
(498
|
)
|
|
4
|
|
9,208
|
|
(105
|
)
|
|
31
|
|
79,086
|
|
(603
|
)
|
||||||
Total investments
|
128
|
|
$
|
375,857
|
|
$
|
(5,184
|
)
|
|
13
|
|
$
|
31,864
|
|
$
|
(460
|
)
|
|
141
|
|
$
|
407,721
|
|
$
|
(5,644
|
)
|
|
For the three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In Thousands)
|
||||||
Gross realized investment gains
|
$
|
556
|
|
|
$
|
849
|
|
Gross realized investment losses
|
(1,441
|
)
|
|
(236
|
)
|
||
Net realized investment (losses) gains
|
$
|
(885
|
)
|
|
$
|
613
|
|
|
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 March 31, 2016
|
(In Thousands)
|
||||||||||||||
U.S. Treasury securities and obligations of U.S. government agencies
|
$
|
37,429
|
|
|
$
|
22,817
|
|
|
$
|
—
|
|
|
$
|
60,246
|
|
Municipal debt securities
|
—
|
|
|
23,907
|
|
|
—
|
|
|
23,907
|
|
||||
Corporate debt securities
|
—
|
|
|
322,520
|
|
|
—
|
|
|
322,520
|
|
||||
Asset-backed securities
|
—
|
|
|
113,549
|
|
|
—
|
|
|
113,549
|
|
||||
Cash, cash equivalents and short-term investments
|
109,763
|
|
|
—
|
|
|
—
|
|
|
109,763
|
|
||||
Total assets
|
$
|
147,192
|
|
|
$
|
482,793
|
|
|
$
|
—
|
|
|
$
|
629,985
|
|
Warrant liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
797
|
|
|
$
|
797
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
797
|
|
|
$
|
797
|
|
|
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, 2015
|
(In Thousands)
|
||||||||||||||
U.S. Treasury securities and obligations of U.S. government agencies
|
$
|
65,185
|
|
|
$
|
19,297
|
|
|
$
|
—
|
|
|
$
|
84,482
|
|
Municipal debt securities
|
—
|
|
|
20,079
|
|
|
—
|
|
|
20,079
|
|
||||
Corporate debt securities
|
—
|
|
|
333,327
|
|
|
—
|
|
|
333,327
|
|
||||
Asset-backed securities
|
—
|
|
|
100,793
|
|
|
—
|
|
|
100,793
|
|
||||
Cash, cash equivalents and short-term investments
|
77,872
|
|
|
—
|
|
|
—
|
|
|
77,872
|
|
||||
Total assets
|
$
|
143,057
|
|
|
$
|
473,496
|
|
|
$
|
—
|
|
|
$
|
616,553
|
|
Warrant liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,467
|
|
|
$
|
1,467
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,467
|
|
|
$
|
1,467
|
|
|
For the three months ended March 31,
|
||||||
Warrant Liability
|
2016
|
|
2015
|
||||
|
(In Thousands)
|
||||||
Balance, January 1
|
$
|
1,467
|
|
|
$
|
3,372
|
|
Change in fair value of warrant liability included in earnings
|
(670
|
)
|
|
(1,248
|
)
|
||
Issuance of common stock on warrant exercise
|
—
|
|
|
—
|
|
||
Gain on settlement of warrants
|
—
|
|
|
—
|
|
||
Balance, March 31
|
$
|
797
|
|
|
$
|
2,124
|
|
As of March 31, 2016
|
|
Principal
|
||
|
|
(In thousands)
|
||
2016
|
|
$
|
1,125
|
|
2017
|
|
1,500
|
|
|
2018
|
|
146,625
|
|
|
Total
|
|
$
|
149,250
|
|
|
|
|
|
For the three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In Thousands)
|
||||||
Balance, January 1
|
$
|
679
|
|
|
$
|
83
|
|
|
|
|
|
||||
Claims incurred:
|
|
|
|
||||
Claims and claim expenses incurred:
|
|
|
|
||||
Current year
|
553
|
|
|
80
|
|
||
Prior years
|
(95
|
)
|
|
24
|
|
||
Total claims incurred
|
458
|
|
|
104
|
|
||
|
|
|
|
||||
Claims paid:
|
|
|
|
||||
Claims and claim expenses paid:
|
|
|
|
||||
Current year
|
—
|
|
|
—
|
|
||
Prior years
|
—
|
|
|
—
|
|
||
Total claims paid
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Balance, March 31
|
$
|
1,137
|
|
|
$
|
187
|
|
As of and for the three months and year ended
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(In Thousands)
|
||||||
Statutory net loss
|
$
|
(10,350
|
)
|
|
$
|
(52,322
|
)
|
Statutory surplus
|
381,451
|
|
|
391,422
|
|
||
Contingency reserve
|
42,467
|
|
|
32,564
|
|
||
Risk-to-Capital
|
10.8:1
|
|
|
8.7:1
|
|
Primary and pool IIF and NIW
|
As of and for the quarter ended
|
||||||||||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||||||||||
|
IIF
|
|
NIW
|
|
IIF
|
|
NIW
|
||||||||
|
(In Thousands)
|
||||||||||||||
Monthly
|
$
|
9,209,600
|
|
|
$
|
2,491,671
|
|
|
$
|
2,258,776
|
|
|
$
|
918,697
|
|
Single
|
9,354,522
|
|
|
1,762,403
|
|
|
2,576,472
|
|
|
777,445
|
|
||||
Primary
|
18,564,122
|
|
|
4,254,074
|
|
|
4,835,248
|
|
|
1,696,142
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Pool
|
4,135,620
|
|
|
—
|
|
|
4,621,346
|
|
|
—
|
|
||||
Total
|
$
|
22,699,742
|
|
|
$
|
4,254,074
|
|
|
$
|
9,456,594
|
|
|
$
|
1,696,142
|
|
Primary and pool premiums written and earned
|
For the quarter ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
|
(In Thousands)
|
||||||
Net premiums written
|
$
|
38,129
|
|
|
$
|
12,921
|
|
Net premiums earned
|
19,807
|
|
|
6,936
|
|
Primary portfolio trends
|
As of and for the quarter ended
|
||||||||||||||||||
|
March 31, 2016
|
|
December 31, 2015
|
|
September 30, 2015
|
|
June 30, 2015
|
|
March 31, 2015
|
||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||||
New insurance written
|
$
|
4,254,074
|
|
|
$
|
4,546,759
|
|
|
$
|
3,632,740
|
|
|
$
|
2,548,515
|
|
|
$
|
1,696,142
|
|
Insurance in force
(1)
|
$
|
18,564,122
|
|
|
$
|
14,823,926
|
|
|
$
|
10,601,492
|
|
|
$
|
7,190,414
|
|
|
$
|
4,835,248
|
|
Risk in force
(1)
|
$
|
4,487,456
|
|
|
$
|
3,586,462
|
|
|
$
|
2,553,347
|
|
|
$
|
1,715,442
|
|
|
$
|
1,145,602
|
|
Policies in force
(1)
|
79,700
|
|
|
63,948
|
|
|
46,175
|
|
|
31,682
|
|
|
21,225
|
|
|||||
Weighted average coverage
(2)
|
24.2
|
%
|
|
24.2
|
%
|
|
24.1
|
%
|
|
23.9
|
%
|
|
23.7
|
%
|
|||||
Loans in default (count)
|
55
|
|
|
36
|
|
|
20
|
|
|
9
|
|
|
6
|
|
|||||
Risk in force on defaulted loans
|
$
|
2,765
|
|
|
$
|
1,705
|
|
|
$
|
962
|
|
|
$
|
528
|
|
|
$
|
350
|
|
(1)
|
Reported as of the end of the period.
|
(2)
|
End of period RIF divided by IIF.
|
Primary IIF
|
For the three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In Thousands)
|
|
|
||||
IIF, beginning of period
|
$
|
14,823,926
|
|
|
$
|
3,369,664
|
|
NIW
|
4,254,074
|
|
|
1,696,142
|
|
||
Cancellations and other reductions
|
(513,878
|
)
|
|
(230,558
|
)
|
||
IIF, end of period
|
$
|
18,564,122
|
|
|
$
|
4,835,248
|
|
Primary IIF and RIF
|
As of March 31, 2016
|
||||||
|
IIF
|
|
RIF
|
||||
|
(In Thousands)
|
||||||
2016
|
$
|
4,232,299
|
|
|
$
|
1,010,827
|
|
2015
|
11,805,280
|
|
|
2,864,146
|
|
||
2014
|
2,461,156
|
|
|
597,166
|
|
||
2013
|
65,387
|
|
|
15,317
|
|
||
Total
|
$
|
18,564,122
|
|
|
$
|
4,487,456
|
|
|
As of March 31, 2016
|
||||||||||||||
Primary
|
IIF
|
|
RIF
|
|
Average primary loan size
|
||||||||||
|
(Dollars in Thousands)
|
||||||||||||||
>= 740
|
$
|
12,191,260
|
|
65.7
|
%
|
|
$
|
2,954,383
|
|
65.8
|
%
|
|
$
|
239
|
|
680 - 739
|
5,696,679
|
|
30.7
|
|
|
1,378,197
|
|
30.7
|
|
|
224
|
|
|||
620 - 679
|
676,183
|
|
3.6
|
|
|
154,876
|
|
3.5
|
|
|
203
|
|
|||
<= 619
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
18,564,122
|
|
100.0
|
%
|
|
$
|
4,487,456
|
|
100.0
|
%
|
|
|
Total RIF by LTV
|
As of March 31, 2016
|
||||
|
% of Total RIF
|
|
Policy Count
|
||
Primary
|
|
||||
95.01% and above
|
4.4
|
%
|
|
3,741
|
|
90.01% to 95.00%
|
54.0
|
|
|
37,304
|
|
85.01% to 90.00%
|
33.4
|
|
|
25,197
|
|
85.00% and below
|
8.2
|
|
|
13,458
|
|
Total primary
|
100.0
|
%
|
|
79,700
|
|
Pool
|
|
|
|
||
80.00% and below
|
100.0
|
%
|
|
18,629
|
|
Total pool
|
100.0
|
%
|
|
18,629
|
|
Top 10 primary IIF and RIF by state
|
IIF
|
|
RIF
|
|||
As of March 31, 2016
|
|
|||||
1.
|
California
|
14.0
|
%
|
|
13.2
|
%
|
2.
|
Texas
|
6.6
|
|
|
6.8
|
|
3.
|
Virginia
|
5.9
|
|
|
5.8
|
|
4.
|
Florida
|
5.1
|
|
|
5.3
|
|
5.
|
Michigan
|
4.2
|
|
|
4.3
|
|
6.
|
Colorado
|
4.0
|
|
|
4.1
|
|
7.
|
Arizona
|
3.7
|
|
|
3.8
|
|
8.
|
Pennsylvania
|
3.5
|
|
|
3.6
|
|
9.
|
North Carolina
|
3.5
|
|
|
3.5
|
|
10.
|
Maryland
|
3.2
|
|
|
3.1
|
|
|
Total
|
53.7
|
%
|
|
53.5
|
%
|
Top 10 pool IIF and RIF by state
|
IIF
|
|
RIF
|
|||
As of March 31, 2016
|
|
|||||
1.
|
California
|
20.8
|
%
|
|
20.7
|
%
|
2.
|
Texas
|
6.1
|
|
|
6.1
|
|
3.
|
Illinois
|
4.4
|
|
|
4.3
|
|
4.
|
Colorado
|
3.8
|
|
|
3.8
|
|
5.
|
Washington
|
3.6
|
|
|
3.6
|
|
6.
|
Florida
|
3.6
|
|
|
3.6
|
|
7.
|
Pennsylvania
|
3.1
|
|
|
3.1
|
|
8.
|
Massachusetts
|
3.1
|
|
|
3.1
|
|
9.
|
Michigan
|
3.1
|
|
|
3.1
|
|
10.
|
Wisconsin
|
3.0
|
|
|
3.0
|
|
|
Total
|
54.6
|
%
|
|
54.4
|
%
|
•
|
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;
|
•
|
Until our portfolio matures, we expect our reported loss ratio will be less than 10%, due to loss development being generally insignificant in the early years of a loan cycle combined with strong growth in earned premiums on a year-over-year basis. 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 will be between 20% and 25% of earned premiums.
|
•
|
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.
|
Consolidated statements of operations
|
For the three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenues
|
(In Thousands)
|
||||||
Net premiums written
|
$
|
38,129
|
|
|
$
|
12,921
|
|
Increase in unearned premiums
|
(18,322
|
)
|
|
(5,985
|
)
|
||
Net premiums earned
|
19,807
|
|
|
6,936
|
|
||
Net investment income
|
3,231
|
|
|
1,596
|
|
||
Net realized investment (losses) gains
|
(885
|
)
|
|
613
|
|
||
Other revenues
|
32
|
|
|
—
|
|
||
Total revenues
|
22,185
|
|
|
9,145
|
|
||
Expenses
|
|
|
|
||||
Insurance claims and claims expenses
|
458
|
|
|
104
|
|
||
Underwriting and operating expenses
|
22,672
|
|
|
18,350
|
|
||
Total expenses
|
23,130
|
|
|
18,454
|
|
||
Other (expense) income
|
|
|
|
||||
Gain from change in fair value of warrant liability
|
670
|
|
|
1,248
|
|
||
Interest expense
|
(3,632
|
)
|
|
—
|
|
||
Loss before income taxes
|
(3,907
|
)
|
|
(8,061
|
)
|
||
Income tax benefit
|
—
|
|
|
(241
|
)
|
||
Net loss
|
$
|
(3,907
|
)
|
|
$
|
(7,820
|
)
|
Consolidated balance sheets
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(In Thousands)
|
||||||
Total investment portfolio
|
$
|
556,683
|
|
|
$
|
559,235
|
|
Cash and cash equivalents
|
73,302
|
|
|
57,317
|
|
||
Deferred policy acquisition costs, net
|
20,948
|
|
|
17,530
|
|
||
Software and equipment, net
|
17,219
|
|
|
15,201
|
|
||
Other assets
|
16,162
|
|
|
13,168
|
|
||
Total assets
|
$
|
684,314
|
|
|
$
|
662,451
|
|
Term loan
|
$
|
143,982
|
|
|
$
|
143,939
|
|
Unearned premiums
|
109,095
|
|
|
90,773
|
|
||
Reserve for insurance claims and claims expenses
|
1,137
|
|
|
679
|
|
||
Accounts payable and accrued expenses
|
19,108
|
|
|
22,725
|
|
||
Warrant liability
|
797
|
|
|
1,467
|
|
||
Deferred tax liability
|
137
|
|
|
137
|
|
||
Total liabilities
|
274,256
|
|
|
259,720
|
|
||
Total shareholders' equity
|
410,058
|
|
|
402,731
|
|
||
Total liabilities and shareholders' equity
|
$
|
684,314
|
|
|
$
|
662,451
|
|
Consolidated cash flows
|
For the three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net cash provided by (used in):
|
(In Thousands)
|
||||||
Operating activities
|
$
|
735
|
|
|
$
|
(7,542
|
)
|
Investing activities
|
15,784
|
|
|
(29,058
|
)
|
||
Financing activities
|
(534
|
)
|
|
(1
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
15,985
|
|
|
$
|
(36,601
|
)
|
Percentage of portfolio's fair value
|
March 31, 2016
|
|
December 31, 2015
|
|||
1.
|
Corporate debt securities
|
51
|
%
|
|
56
|
%
|
2.
|
U.S. treasury securities and obligations of U.S. government agencies
|
10
|
|
|
14
|
|
3.
|
Asset-backed securities
|
18
|
|
|
17
|
|
4.
|
Cash, cash equivalents, and short-term investments
|
17
|
|
|
10
|
|
5.
|
Municipal debt securities
|
4
|
|
|
3
|
|
|
Total
|
100
|
%
|
|
100
|
%
|
Investment portfolio ratings
|
March 31, 2016
|
|
December 31, 2015
|
||
AAA
|
26
|
%
|
|
25
|
%
|
AA
|
14
|
|
|
11
|
|
A
|
48
|
|
|
51
|
|
BBB
|
12
|
|
|
13
|
|
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. Additionally, the changes in Eurodollar based interest rates affect the interest expense related to the Company's debt.
|
•
|
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.
|
|
NMI HOLDINGS, INC.
|
April 28, 2016
|
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)
|
4.7
|
|
Credit Agreement, dated November 10, 2015, between NMI Holdings, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated herein by reference to Exhibit 4.1 to our Form 8-K, filed on November 10, 2015)
|
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 ~
|
|
Amended and Restated Employment Agreement by and between NMI Holdings, Inc. and Bradley M. Shuster, dated December 23, 2015 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on December 29, 2015)
|
10.9 ~
|
|
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)
|
10.10 ~
|
|
Offer Letter by and between NMI Holdings, Inc. and William Leatherberry, dated July 11, 2014
|
Exhibit Number
|
|
Description
|
10.11 ~
|
|
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)
|
10.12 +
|
|
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)
|
10.13 ~
|
|
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)
|
10.14 ~
|
|
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 10.16 to our Form 10-K, filed on February 19, 2016)
|
10.15 ~
|
|
Form of NMI Holdings, Inc. 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Executive Officers (incorporated herein by reference to Exhibit 10.16 to our Form 10-K, filed on February 19, 2016)
|
10.16 ~
|
|
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)
|
10.17 ~
|
|
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)
|
10.18 ~
|
|
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)
|
10.19 ~
|
|
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)
|
10.20 ~
|
|
Form of NMI Holdings, Inc. 2014 Omnibus Incentive Plan Phantom Unit Award Agreement for Independent Directors (incorporated herein by reference to Exhibit 10.21 to our Form 10-Q, filed on August 5, 2015)
|
10.21 ~
|
|
NMI Holdings, Inc. Severance Benefit Plan (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on February 17, 2016)
|
21.1
|
|
Subsidiaries of NMI Holdings, Inc. (incorporated herein by reference to Exhibit 21.1 to our Form 10-Q, filed on October 30, 2015)
|
31.1
|
|
Principal Executive Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
Principal Financial Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1 #
|
|
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
|
101 *
|
|
The following financial information from NMI Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, formatted in XBRL (eXtensible Business Reporting Language):
(i) Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015 (ii) Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2016 and 2015 (iii) Consolidated Statements of Changes in Shareholders' Equity for the three months ended March 31, 2016
and the year ended December 31, 2015
(iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2015, and (v) Notes to Consolidated Financial Statements |
~
|
Indicates a management contract or compensatory plan or contract.
|
+
|
Confidential treatment granted as to certain portions, which portions have been filed separately with the Securities and Exchange Commission.
|
#
|
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.
|
*
|
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.
|
Date: April 28, 2016
|
|
|
By: /s/ Bradley M. Shuster
|
|
Bradley M. Shuster
|
|
Chairman, President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date: April 28, 2016
|
|
|
By: /s/ Glenn M. Farrell
|
|
Glenn M. Farrell
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
Date: April 28, 2016
|
|
|
|
|
By: /s/ Bradley M. Shuster
|
|
Bradley M. Shuster
|
|
Chairman and Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date: April 28, 2016
|
|
|
|
|
By: /s/ Glenn M. Farrell
|
|
Glenn M. Farrell
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|