Attached files
file | filename |
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EX-31.1 - EXHIBIT 31.1 - MGIC INVESTMENT CORP | exhibit311q1.htm |
EX-99 - EXHIBIT 99 - MGIC INVESTMENT CORP | exhibit99q1.htm |
EX-31.2 - EXHIBIT 31.2 - MGIC INVESTMENT CORP | exhibit312q1.htm |
EX-10.2.16 - EXHIBIT 10.2.16 - MGIC INVESTMENT CORP | exhibit10216q1.htm |
EX-32 - EXHIBIT 32 - MGIC INVESTMENT CORP | exhibit32q1.htm |
FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended | March 31, 2016 | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from ______ to ______ | ||
Commission file number 1-10816 |
MGIC INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
WISCONSIN | 39-1486475 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
250 E. KILBOURN AVENUE | 53202 | |
MILWAUKEE, WISCONSIN | (Zip Code) | |
(Address of principal executive offices) |
(414) 347-6480
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES x | NO o |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES x | NO o |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o | NO x |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
CLASS OF STOCK | PAR VALUE | DATE | NUMBER OF SHARES | |||
Common stock | $1.00 | April 29, 2016 | 340,636,237 |
Forward Looking and Other Statements
All statements in this report that address events, developments or results that we expect or anticipate may occur in the future are “forward looking statements.” Forward looking statements consist of statements that relate to matters other than historical fact. In most cases, forward looking statements may be identified by words such as “believe,” “anticipate” or “expect,” or words of similar import. The risk factors referred to in “Forward Looking Statements and Risk Factors – Location of Risk Factors” in Management’s Discussion and Analysis of Financial Condition and Results of Operations below, may cause our actual results to differ materially from the results contemplated by forward looking statements that we may make. We are not undertaking any obligation to update any forward looking statements or other statements we may make in this document even though these statements may be affected by events or circumstances occurring after the forward looking statements or other statements were made. Therefore no reader of this document should rely on these statements being current as of any time other than the time at which this document was filed with the Securities and Exchange Commission.
MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2016
TABLE OF CONTENTS | ||
Page | ||
3 | MGIC Investment Corporation - Q1 2016
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands) | March 31, 2016 | December 31, 2015 | ||||||
ASSETS | ||||||||
Investment Portfolio (notes 7 and 8): | ||||||||
Securities, available-for-sale, at fair value: | ||||||||
Fixed maturities (amortized cost, 2016 - $4,506,178; 2015 - $4,684,148) | $ | 4,557,914 | $ | 4,657,561 | ||||
Equity securities | 6,289 | 5,645 | ||||||
Total investment portfolio | 4,564,203 | 4,663,206 | ||||||
Cash and cash equivalents | 249,898 | 181,120 | ||||||
Accrued investment income | 39,019 | 40,224 | ||||||
Reinsurance recoverable on loss reserves (note 4) | 41,119 | 44,487 | ||||||
Reinsurance recoverable on paid losses | 3,855 | 3,319 | ||||||
Premiums receivable | 47,185 | 48,469 | ||||||
Home office and equipment, net | 31,047 | 30,095 | ||||||
Deferred insurance policy acquisition costs | 15,946 | 15,241 | ||||||
Deferred income taxes, net (note 11) | 702,400 | 762,080 | ||||||
Other assets | 78,731 | 80,102 | ||||||
Total assets | $ | 5,773,403 | $ | 5,868,343 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Liabilities: | ||||||||
Loss reserves (note 12) | $ | 1,753,389 | $ | 1,893,402 | ||||
Unearned premiums | 289,879 | 279,973 | ||||||
Federal Home Loan Bank advance (note 3) | 155,000 | — | ||||||
Convertible senior notes (note 3) | 685,624 | 822,301 | ||||||
Convertible junior subordinated debentures (note 3) | 256,872 | 389,522 | ||||||
Other liabilities | 289,240 | 247,005 | ||||||
Total liabilities | 3,430,004 | 3,632,203 | ||||||
Contingencies (note 5) | ||||||||
Shareholders’ equity (note 13): | ||||||||
Common stock (one dollar par value, shares authorized 1,000,000; shares issued 2016 - 341,076; 2015 - 340,097; shares outstanding 2016 - 340,636; 2015 - 339,657) | 341,076 | 340,097 | ||||||
Paid-in capital | 1,657,783 | 1,670,238 | ||||||
Treasury stock at cost (shares - 440) | (3,362 | ) | (3,362 | ) | ||||
Accumulated other comprehensive loss, net of tax (note 9) | (11,336 | ) | (60,880 | ) | ||||
Retained earnings | 359,238 | 290,047 | ||||||
Total shareholders’ equity | 2,343,399 | 2,236,140 | ||||||
Total liabilities and shareholders’ equity | $ | 5,773,403 | $ | 5,868,343 |
See accompanying notes to consolidated financial statements.
MGIC Investment Corporation - Q1 2016 | 4
MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31, | ||||||||
(In thousands, except per share data) | 2016 | 2015 | ||||||
Revenues: | ||||||||
Premiums written: | ||||||||
Direct | $ | 265,291 | $ | 265,412 | ||||
Assumed | 208 | 338 | ||||||
Ceded (note 4) | (34,218 | ) | (31,294 | ) | ||||
Net premiums written | 231,281 | 234,456 | ||||||
Increase in unearned premiums, net | (9,940 | ) | (17,168 | ) | ||||
Net premiums earned | 221,341 | 217,288 | ||||||
Investment income, net of expenses | 27,809 | 24,120 | ||||||
Net realized investment gains (losses): | ||||||||
Total other-than-temporary impairment losses | — | — | ||||||
Portion of losses recognized in comprehensive income, before taxes | — | — | ||||||
Net impairment losses recognized in earnings | — | — | ||||||
Other realized investment gains | 3,056 | 26,327 | ||||||
Net realized investment gains | 3,056 | 26,327 | ||||||
Other revenue | 6,373 | 2,480 | ||||||
Total revenues | 258,579 | 270,215 | ||||||
Losses and expenses: | ||||||||
Losses incurred, net (note 12) | 85,012 | 81,785 | ||||||
Change in premium deficiency reserve | — | (6,418 | ) | |||||
Amortization of deferred policy acquisition costs | 1,961 | 1,757 | ||||||
Other underwriting and operating expenses, net | 39,777 | 39,268 | ||||||
Interest expense | 14,701 | 17,362 | ||||||
Loss on debt extinguishment (note 3) | 13,440 | — | ||||||
Total losses and expenses | 154,891 | 133,754 | ||||||
Income before tax | 103,688 | 136,461 | ||||||
Provision for income taxes (note 11) | 34,497 | 3,385 | ||||||
Net income | $ | 69,191 | $ | 133,076 | ||||
Income per share (note 6) | ||||||||
Basic | $ | 0.20 | $ | 0.39 | ||||
Diluted | $ | 0.17 | $ | 0.32 | ||||
Weighted average common shares outstanding - basic (note 6) | 340,144 | 339,107 | ||||||
Weighted average common shares outstanding - diluted (note 6) | 431,365 | 468,121 |
See accompanying notes to consolidated financial statements.
5 | MGIC Investment Corporation - Q1 2016
MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended March 31, | ||||||||
(In thousands) | 2016 | 2015 | ||||||
Net income | $ | 69,191 | $ | 133,076 | ||||
Other comprehensive income (loss), net of tax (note 9): | ||||||||
Change in unrealized investment gains and losses (note 7) | 50,827 | 19,563 | ||||||
Benefit plan adjustments | (308 | ) | (700 | ) | ||||
Foreign currency translation adjustment | (975 | ) | (2,014 | ) | ||||
Other comprehensive income (loss), net of tax | 49,544 | 16,849 | ||||||
Comprehensive income | $ | 118,735 | $ | 149,925 |
See accompanying notes to consolidated financial statements
MGIC Investment Corporation - Q1 2016 | 6
MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
Three Months Ended March 31, | ||||||||
(In thousands) | 2016 | 2015 | ||||||
Common stock | ||||||||
Balance, beginning of period | $ | 340,097 | $ | 340,047 | ||||
Net common stock issued under share-based compensation plans | 979 | 32 | ||||||
Balance, end of period | 341,076 | 340,079 | ||||||
Paid-in capital | ||||||||
Balance, beginning of period | 1,670,238 | 1,663,592 | ||||||
Net common stock issued under share-based compensation plans | (5,949 | ) | 38 | |||||
Reissuance of treasury stock, net | — | (7,251 | ) | |||||
Tax benefit from share-based compensation | 115 | 2,568 | ||||||
Equity compensation | 3,129 | 3,264 | ||||||
Reacquisition of convertible junior subordinated debentures-equity component | (9,750 | ) | — | |||||
Balance, end of period | 1,657,783 | 1,662,211 | ||||||
Treasury stock | ||||||||
Balance, beginning of period | (3,362 | ) | (32,937 | ) | ||||
Reissuance of treasury stock, net | — | 29,575 | ||||||
Balance, end of period | (3,362 | ) | (3,362 | ) | ||||
Accumulated other comprehensive income (loss) | ||||||||
Balance, beginning of period | (60,880 | ) | (81,341 | ) | ||||
Other comprehensive income | 49,544 | 16,849 | ||||||
Balance, end of period | (11,336 | ) | (64,492 | ) | ||||
Retained earnings (deficit) | ||||||||
Balance, beginning of period | 290,047 | (852,458 | ) | |||||
Net income | 69,191 | 133,076 | ||||||
Reissuance of treasury stock, net | — | (29,494 | ) | |||||
Balance, end of period | 359,238 | (748,876 | ) | |||||
Total shareholders’ equity | $ | 2,343,399 | $ | 1,185,560 |
See accompanying notes to consolidated financial statements.
7 | MGIC Investment Corporation - Q1 2016
MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31, | ||||||||
(In thousands) | 2016 | 2015 | ||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 69,191 | $ | 133,076 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Depreciation and amortization | 14,109 | 11,311 | ||||||
Deferred tax expense (benefit) | 33,270 | (11 | ) | |||||
Realized investment gains, net | (3,056 | ) | (26,327 | ) | ||||
Excess tax benefits related to share-based compensation | (115 | ) | (2,568 | ) | ||||
Payment of original issue discount-convertible junior subordinated debentures | (41,540 | ) | — | |||||
Change in certain assets and liabilities: | ||||||||
Accrued investment income | 1,205 | (1,596 | ) | |||||
Prepaid insurance premium | 34 | (2,496 | ) | |||||
Reinsurance recoverable on loss reserves | 3,368 | 2,426 | ||||||
Reinsurance recoverable on paid losses | (536 | ) | 458 | |||||
Premium receivable | 1,284 | (1,812 | ) | |||||
Deferred insurance policy acquisition costs | (705 | ) | (1,011 | ) | ||||
Profit commission receivable | 760 | (23,474 | ) | |||||
Loss reserves | (140,013 | ) | (152,183 | ) | ||||
Premium deficiency reserve | — | (6,418 | ) | |||||
Unearned premiums | 9,906 | 19,639 | ||||||
Return premium accrual | (4,850 | ) | 3,300 | |||||
Income taxes payable - current | 289 | 287 | ||||||
Other | 869 | 14,691 | ||||||
Net cash used in operating activities | (56,530 | ) | (32,708 | ) | ||||
Cash flows from investing activities: | ||||||||
Purchases of investments: | ||||||||
Fixed maturities | (288,273 | ) | (940,867 | ) | ||||
Equity securities | (3,109 | ) | (18 | ) | ||||
Proceeds from sales of fixed maturities | 315,927 | 795,968 | ||||||
Proceeds from maturity of fixed maturities | 139,863 | 192,463 | ||||||
Proceeds from sale of equity securities | 2,525 | — | ||||||
Net increase in payable for securities | 44,289 | 699 | ||||||
Net decrease in restricted cash | — | 17,212 | ||||||
Additions to property and equipment | (1,916 | ) | (576 | ) | ||||
Net cash provided by investing activities | 209,306 | 64,881 | ||||||
Cash flows from financing activities: | ||||||||
Proceeds from issuance of long-term debt | 155,000 | — | ||||||
Purchase of convertible senior notes | (138,253 | ) | — | |||||
Purchase of convertible junior subordinated debentures-liability component | (91,110 | ) | — | |||||
Purchase of convertible junior subordinated debentures-equity component | (9,750 | ) | — | |||||
Excess tax benefits related to share-based compensation | 115 | 2,568 | ||||||
Net cash (used in) provided by financing activities | (83,998 | ) | 2,568 | |||||
Net increase in cash and cash equivalents | 68,778 | 34,741 | ||||||
Cash and cash equivalents at beginning of period | 181,120 | 197,882 | ||||||
Cash and cash equivalents at end of period | $ | 249,898 | $ | 232,623 |
See accompanying notes to consolidated financial statements.
MGIC Investment Corporation - Q1 2016 | 8
MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2016
(Unaudited)
Note 1 – Nature of Business and Basis of Presentation
MGIC Investment Corporation is a holding company which, through Mortgage Guaranty Insurance Corporation (“MGIC”) is principally engaged in the mortgage insurance business. We provide mortgage insurance to lenders throughout the United States and to government sponsored entities to protect against loss from defaults on low down payment residential mortgage loans.
The accompanying unaudited consolidated financial statements of MGIC Investment Corporation and its wholly-owned subsidiaries have been prepared in accordance with the instructions to Form 10-Q as prescribed by the Securities and Exchange Commission (“SEC”) for interim reporting and do not include all of the other information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2015 included in our Annual Report on Form 10-K. As used below, “we,” “our” and “us” refer to MGIC Investment Corporation’s consolidated operations or to MGIC Investment Corporation, as the context requires.
In the opinion of management the accompanying financial statements include all adjustments, consisting primarily of normal recurring accruals, necessary to fairly state our consolidated financial position and consolidated results of operations for the periods indicated. The consolidated results of operations for the interim period may not be indicative of the results that may be expected for the year ending December 31, 2016.
Reclassifications
Certain reclassifications have been made in the accompanying financial statements to 2015 amounts to conform to 2016 presentation. See Note 2 - “New Accounting Pronouncements” for a discussion of our adoption of accounting guidance related to the presentation of debt issuance costs in the first quarter of 2016, with retrospective application to prior periods.
Subsequent events
We have considered subsequent events through the date of this filing.
Note 2 – New Accounting Pronouncements
Adopted Accounting Standards
Presentation of Debt Issuance Costs
In April 2015, the Financial Accounting Standards Board (“FASB”) issued updated guidance related to the presentation of debt issuance costs. The new standard requires the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge, consistent with the treatment of debt discounts. The updated guidance was effective for reporting periods beginning after December 15, 2015. The adoption of this guidance as of March 31, 2016 has been applied retrospectively to prior periods. See Note 3 - “Debt” for the reclassification made to our consolidated balance sheet as of December 31, 2015. The adoption of this guidance had no impact on our statements of operations or retained earnings.
Accounting for Share-Based Compensation When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period
In June 2014, the FASB issued updated guidance to resolve diversity in practice concerning employee shared-based compensation that contains performance targets that could be achieved after the requisite service period. No explicit guidance on how to account for these types of performance share-based compensation awards existed prior to this update. The updated guidance requires that a performance target that affects vesting and that can be achieved after the requisite service period be treated as a performance condition. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which service has been rendered. If the performance target becomes probable of being achieved before the end of the service period, the remaining unrecognized compensation cost for which requisite service has not yet been rendered is recognized prospectively over the remaining service period. The total amount of compensation cost recognized during and after the service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The updated guidance was effective for reporting periods after December 15, 2015. The adoption of this guidance as of March 31, 2016, with application to awards granted during the first quarter of 2016, is not expected to have a material impact on our consolidated financial statements.
9 | MGIC Investment Corporation - Q1 2016
Prospective Accounting Standards
Improvements to Employee Share-Based Compensation Accounting
In March 2016, the FASB issued updated guidance that simplifies several aspects of the accounting for employee share-based compensation including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. The updated guidance requires that, prospectively, all tax effects related to share-based compensation be made through the statement of operations at the time of settlement as opposed to excess tax benefits being recognized in paid-in capital under the current guidance. The updated guidance also removes the requirement to delay recognition of a tax benefit until it reduces current taxes payable. This change is required to be applied on a modified retrospective basis, with a cumulative effect adjustment to opening retained earnings. Additionally, all tax related cash flows resulting from share-based compensation are to be reported as operating activities on the statement of cash flows, a change from the existing requirement to present tax benefits as an inflow from financing activities and an outflow from operating activities. Finally, for tax withholding purposes, entities will be allowed to withhold an amount of shares up to the employee’s maximum individual tax rate (as opposed to the minimum statutory tax rate) in the relevant jurisdiction without resulting in liability classification of the award. The change in withholding requirements will be applied on a modified retrospective approach. The updated guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. We are currently evaluating the impacts the adoption of this guidance will have on our consolidated financial statements.
Recognition and Measurement of Financial Assets and Financial Liabilities
In January 2016, the FASB issued updated guidance to address the recognition, measurement, presentation, and disclosure of certain financial instruments. The updated guidance requires equity investments, except those accounted for under the equity method of accounting, that have a readily determinable fair value to be measured at fair value with changes in fair value recognized in net income. Equity investments that do not have readily determinable fair values may be remeasured at fair value either upon the occurrence of an observable price change or upon identification of an impairment. A qualitative assessment for impairment is required for equity investments without readily determinable fair values. The updated guidance also eliminates the requirement to disclose the method and significant assumptions used to estimate the fair value of financial instruments measured at amortized cost on the balance sheet. The updated guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods and will require recognition of a cumulative effect adjustment at adoption. We do not currently expect the adoption
of this guidance to impact our consolidated financial position or liquidity.
Disclosures about Short-Duration Contracts
In May 2015, the FASB issued updated guidance requiring expanded disclosures for insurance entities that issue short-duration contracts. The expanded disclosures are designed to provide additional insight into an insurance entity’s ability to underwrite and anticipate costs associated with claims. The disclosures include information about incurred and paid claims development, on a net of reinsurance basis, for the number of years claims incurred typically remain outstanding, not to exceed ten years. Each period presented in the disclosure about claims development that precedes the current reporting periods is considered supplementary information. The expanded disclosures also include more transparent information about significant changes in methodologies and assumptions used to estimate claims, and the timing, frequency, and severity of claims. The disclosures required by this update are effective for annual periods beginning after December 31, 2015, and interim periods within annual periods beginning after December 31, 2016, and is to be applied retrospectively. We are evaluating the applicability and impact, if any, of the new disclosure requirements.
Note 3 – Debt
2016 debt transactions
During the first quarter of 2016, market conditions allowed us to complete a series of transactions that repositioned the maturity profile of our debt and lowered our interest expense. These transactions, including the amounts and accounting impacts, are discussed below.
5% Convertible Senior Notes
During the first quarter of 2016, we purchased $138.3 million in par value of our 5% Convertible Senior Notes (the “5% Notes”) due in 2017 at a purchase price of $143.4 million, plus accrued interest using funds held at our holding company. The excess of the purchase price over par value is reflected as a loss on debt extinguishment and outstanding debt issuance costs on the purchased debt were recognized as interest expense on our consolidated statement of operations for the three months ended March 31, 2016. The purchases of the 5% Notes reduced our potentially dilutive shares by approximately 10.3 million shares.
MGIC Investment Corporation - Q1 2016 | 10
9% Convertible Junior Subordinated Debentures
In February 2016, MGIC purchased $132.7 million of par value of our 9% Convertible Junior Subordinated Debentures (the “9% Debentures”) due in 2063 at a purchase price of $150.7 million, plus accrued interest. The 9% Debentures include a conversion feature that allows us, at our option, to make a cash payment to converting holders in lieu of issuing shares of common stock upon conversion of the 9% Debentures. The accounting standards applicable to extinguishment of debt with a cash conversion feature require the consideration paid to be allocated between the extinguishment of the liability component and reacquisition of the equity component. The purchase of the 9% Debentures resulted in an $8.3 million loss on debt extinguishment on the consolidated statement of operations for the three months ended March 31, 2016, which represents the difference between the fair value and the carrying value of the liability component on the purchase date. In addition, our shareholders’ equity was separately reduced by $9.8 million related to the reacquisition of the equity component. For GAAP accounting purposes, the 9% Debentures owned by MGIC are considered retired and are eliminated in our consolidated financial statements and the underlying common stock equivalents, approximately 9.8 million shares, are not included in the computation of diluted shares.
Federal Home Loan Bank Advance
In February 2016, MGIC borrowed $155.0 million in the form of a fixed rate advance from the Federal Home Loan Bank (“FHLB”) (the “Advance”) to provide funds used to purchase the 9% Debentures. Interest on the Advance is payable monthly at an annual rate, fixed for the term of the Advance, of 1.91%. The principal of the Advance matures on February 10, 2023. MGIC may prepay the Advance at any time. Such prepayment would be below par if interest rates have risen after the Advance was originated, or above par if interest rates have declined. The Advance is secured by eligible collateral whose market value must be maintained at 102% of the principal balance of the Advance. MGIC provided eligible collateral from its investment portfolio.
Accounting standard update
As of March 31, 2016 we adopted the accounting update related to the presentation of debt issuance costs in the financial statements. The change in accounting guidance has been applied retrospectively to prior periods. As a result, a reclassification of approximately $11.2 million of debt issuance costs was made on our December 31, 2015 balance sheet, resulting in a reduction to other assets and a reduction to long-term debt; there was no impact on our consolidated statement of operations or retained earnings.
The impact of the reclassification of debt issuance costs on our outstanding debt obligations as of December 31, 2015 is as follows.
December 31, 2015 | ||||||||||||
(In millions) | As previously reported | Adjustment | As Adjusted | |||||||||
Convertible Senior Notes, interest at 5% per annum, due May 2017 | $ | 333.5 | $ | (2.0 | ) | $ | 331.5 | |||||
Convertible Senior Notes, interest at 2% per annum, due April 2020 | 500.0 | (9.2 | ) | 490.8 | ||||||||
Convertible Junior Subordinated Debentures, interest at 9% per annum, due April 2063 | 389.5 | — | 389.5 | |||||||||
Total long-term debt | $ | 1,223.0 | $ | (11.2 | ) | $ | 1,211.8 |
The carrying amount of our debt obligations as of March 31, 2016 and December 31, 2015 (as adjusted) was as follows.
(In millions) | March 31, 2016 | December 31, 2015 | ||||||
FHLB Advance, interest at 1.91% per annum, due February 2023 | $ | 155.0 | $ | — | ||||
Convertible Senior Notes, interest at 5% per annum, due May 2017 (1) | 194.3 | 331.5 | ||||||
Convertible Senior Notes, interest at 2% per annum, due April 2020 (2) (3) | 491.3 | 490.8 | ||||||
Convertible Junior Subordinated Debentures, interest at 9% per annum, due April 2063 (4) | 256.9 | 389.5 | ||||||
Total long-term debt | $ | 1,097.5 | $ | 1,211.8 |
(1) | Convertible at any time prior to maturity at the holder’s option, at an initial conversion rate, which is subject to adjustment, of 74.4186 shares per $1,000 principal amount, representing an initial conversion price of approximately $13.44 per share. |
11 | MGIC Investment Corporation - Q1 2016
(2) | Prior to January 1, 2020, the 2% Convertible Senior Notes are convertible only upon satisfaction of one or more conditions. One such condition is that during any calendar quarter commencing after March 31, 2014, the last reported sale price of our common stock for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter be greater than or equal to 130% of the applicable conversion price on each applicable trading day. The 2% Notes are convertible at an initial conversion rate, which is subject to adjustment, of 143.8332 shares per $1,000 principal amount, representing an initial conversion price of approximately $6.95 per share. 130% of such conversion price is $9.03. On or after January 1, 2020, holders may convert their notes irrespective of satisfaction of the conditions. |
(3) | Prior to April 10, 2017, the notes will not be redeemable. On any business day on or after April 10, 2017 we may redeem for cash all or part of the notes, at our option, at a redemption rate equal to 100% of the principal amount of the notes being redeemed, plus any accrued and unpaid interest, if the closing sale price of our common stock exceeds 130% of the then prevailing conversion price of the notes for each of at least 20 of the 30 consecutive trading days preceding notice of the redemption. |
(4) | Convertible at any time prior to maturity at the holder’s option, at an initial conversion rate, which is subject to adjustment, of 74.0741 shares per $1,000 principal amount, representing an initial conversion price of approximately $13.50 per share. If a holder elects to convert their debentures, deferred interest owed on the debentures being converted is also converted into shares of our common stock. The conversion rate for any deferred interest is based on the average price that our shares traded at during a 5-day period immediately prior to the election to convert. In lieu of issuing shares of common stock upon conversion of the debentures, we may, at our option, make a cash payment to converting holders for all or some of the shares of our common stock otherwise issuable upon conversion. |
The Convertible Senior Notes and Convertible Junior Subordinated Debentures are obligations of our holding company, MGIC Investment Corporation, and not of its subsidiaries. As of March 31, 2016, we had approximately $265 million in cash and investments at our holding company. The net unrealized gains on our holding company investment portfolio were approximately $0.1 million as of March 31, 2016. The modified duration of the holding company investment portfolio, excluding cash and cash equivalents, was 2.4 years at March 31, 2016.
Interest payments on our debt obligations appear below.
Three Months Ended March 31, | ||||||||
(In millions) | 2016 | 2015 | ||||||
FHLB Advance, interest at 1.91% per annum, due February 2023 | $ | 0.2 | $ | — | ||||
Convertible Senior Notes, interest at 5% per annum, due May 2017 | 1.8 | — | ||||||
Convertible Senior Notes, interest at 2% per annum, due April 2020 | — | — | ||||||
Convertible Junior Subordinated Debentures, interest at 9% per annum, due April 2063 | 4.3 | — | ||||||
Total interest payments | $ | 6.3 | $ | — |
MGIC Investment Corporation - Q1 2016 | 12
Note 4 – Reinsurance
The effect of all reinsurance agreements on premiums earned and losses incurred is as follows:
Three Months Ended March 31, | ||||||||
(In thousands) | 2016 | 2015 | ||||||
Premiums earned: | ||||||||
Direct | $ | 255,387 | $ | 245,748 | ||||
Assumed | 208 | 338 | ||||||
Ceded | (34,254 | ) | (28,798 | ) | ||||
Net premiums earned | $ | 221,341 | $ | 217,288 | ||||
Losses incurred: | ||||||||
Direct | $ | 92,432 | $ | 88,036 | ||||
Assumed | 101 | 568 | ||||||
Ceded | (7,521 | ) | (6,819 | ) | ||||
Net losses incurred | $ | 85,012 | $ | 81,785 |
Quota share reinsurance
Effective July 1, 2015, we entered into a quota share reinsurance agreement (“2015 QSR Transaction”) and commuted our prior 2013 quota share reinsurance agreement (“2013 QSR Transaction”). The group of unaffiliated reinsurers are the same under our 2015 QSR Transaction as our prior 2013 QSR Transaction and each has an insurer financial strength rating of A- or better by Standard and Poor’s Rating Services, A.M. Best or both. The 2015 QSR Transaction provides coverage on policies that were in the 2013 QSR Transaction; additional qualifying in force policies as of the agreement effective date which either had no history of defaults, or where a single default had been cured for twelve or more months at the agreement effective date; and all qualifying new insurance written through December 31, 2016. The agreement cedes losses incurred and premiums on or after the effective date through December 31, 2024, at which time the agreement expires.
The 2015 QSR Transaction increased the amount of our insurance in force covered by reinsurance and will result in an increase in the amount of premiums and losses ceded. A higher level of losses ceded will reduce our profit commission and in turn will reduce our premium yield. Early termination of the agreement can be elected by us effective December 31, 2018 for a fee, or under specified scenarios for no fee upon prior written notice, including if we will receive less than 90% of the full credit amount under the private mortgage insurer eligibility requirements (“PMIERs”) of Fannie Mae and Freddie Mac (collectively, the “GSEs”) for the risk ceded in any required calculation period. The structure of the 2015 QSR Transaction is a 30% quota share for all policies covered, with a 20% ceding commission as well as a profit commission. Generally, under the 2015 QSR Transaction, we will receive a profit commission provided that the loss ratio on the loans covered under the agreement remains below 60%.
A summary of our quota share reinsurance agreements, excluding captive agreements, for the three months ended March 31, 2016 and 2015 appears as follows.
Three Months Ended March 31, | ||||||||
(In thousands) | 2016 | 2015 | ||||||
2013 QSR Transaction | ||||||||
Ceded premiums written, net of profit commission | n/a | $ | 27,136 | |||||
Ceded premiums earned, net of profit commission | n/a | 24,613 | ||||||
Ceded losses incurred | n/a | 4,873 | ||||||
Ceding commissions (2) | n/a | 10,122 | ||||||
Profit commission | n/a | 23,474 | ||||||
2015 QSR Transaction (Effective July 1, 2015) | ||||||||
Ceded premiums written, net of profit commission (1) | $ | 31,666 | n/a | |||||
Ceded premiums earned, net of profit commission (1) | 31,666 | n/a | ||||||
Ceded losses incurred | 8,513 | n/a | ||||||
Ceding commissions (2) | 11,576 | n/a | ||||||
Profit commission | 26,215 | n/a |
(1) | Effective July 1, 2015 premiums are ceded on an earned and received basis as defined in our 2015 QSR Transaction. |
(2) | Ceding commissions are reported within Other underwriting and operating expenses, net on the consolidated statements of operations. |
Under the terms of the 2015 QSR Transaction, reinsurance premiums, ceding commission and profit commission are settled net on a quarterly basis. The reinsurance premium due after deducting the related ceding commission and profit commission is reported within “Other liabilities” on the consolidated balance sheets.
The reinsurance recoverable on loss reserves related to our 2015 QSR Transaction was $18 million as of March 31, 2016 and $11 million as of December 31, 2015. The reinsurance recoverable balance is secured by funds on deposit from the reinsurers which are based on the funding requirements of PMIERs that address ceded risk.
Captive reinsurance
In the past, MGIC also obtained captive reinsurance. In a captive reinsurance arrangement, the reinsurer is affiliated with the lender for whom MGIC provides mortgage insurance. As part of our settlement with the Consumer Financial Protection Bureau (“CFPB”) in 2013 and with the Minnesota Department of Commerce (the “MN Department”) in 2015, discussed in Note 5 – “Litigation and Contingencies,” MGIC has agreed to not enter
13 | MGIC Investment Corporation - Q1 2016
into any new captive reinsurance agreement or reinsure any new loans under any existing captive reinsurance agreement for a period of ten years subsequent to the respective settlements. In accordance with the CFPB settlement, all of our active captive arrangements were placed into run-off. In addition, the GSEs will not approve any future reinsurance or risk sharing transaction with a mortgage enterprise or an affiliate of a mortgage enterprise.
Captive agreements were generally written on an annual book of business and each captive reinsurer is required to maintain a separate trust account to support its combined reinsured risk on all annual books. MGIC is the sole beneficiary of the trusts, and the trust accounts are made up of capital deposits by the captive reinsurers, premium deposits by MGIC, and investment income earned. The reinsurance recoverable on loss reserves related to captive agreements was $23 million as of March 31, 2016 which was supported by $123 million of trust assets, while as of December 31, 2015, the reinsurance recoverable on loss reserves related to captive agreements was $34 million, which was supported by $137 million of trust assets.
Note 5 – Litigation and Contingencies
Before paying a claim, we review the loan and servicing files to determine the appropriateness of the claim amount. All of our insurance policies provide that we can reduce or deny a claim if the servicer did not comply with its obligations under our insurance policy. We call such reduction of claims “curtailments.” In 2015 and the first quarter of 2016, curtailments reduced our average claim paid by approximately 6.7% and 5.1%, respectively. After we pay a claim, servicers and insureds sometimes object to our curtailments and other adjustments.
When reviewing the loan file associated with a claim, we may determine that we have the right to rescind coverage on the loan. (In our SEC reports, we refer to insurance rescissions and denials of claims collectively as “rescissions” and variations of that term.) In recent quarters, approximately 5% of claims received in a quarter have been resolved by rescissions, down from the peak of approximately 28% in the first half of 2009. Our loss reserving methodology incorporates our estimates of future rescissions, curtailments, and reversals of rescissions and curtailments. A variance between ultimate actual rescission, curtailment and reversal rates and our estimates, as a result of the outcome of litigation, settlements or other factors, could materially affect our losses.
If the insured disputes our right to curtail claims or rescind coverage, we generally engage in discussions in an attempt to settle the dispute. If we are unable to reach a settlement, the outcome of a dispute ultimately would be determined by legal proceedings.
Until a liability associated with a settlement agreement or litigation becomes probable and can be reasonably estimated, we consider our claim payment or rescission resolved for financial reporting purposes even though discussions and legal proceedings may have been initiated and are ongoing. Under ASC
450-20, an estimated loss from such discussions and proceedings is accrued for only if we determine that the loss is probable and can be reasonably estimated. The estimated impact that we have recorded is our best estimate of our loss from these matters. If we are not able to implement settlements we consider probable, we intend to defend MGIC vigorously against any related legal proceedings.
In addition to the probable settlements for which we have recorded a loss, we are involved in other discussions and/or proceedings with insureds with respect to our claims paying practices. Although it is reasonably possible that when these matters are resolved we will not prevail in all cases, we are unable to make a reasonable estimate or range of estimates of the potential liability. We estimate the maximum exposure associated with matters where a loss is reasonably possible to be approximately $193 million, although we believe we will ultimately resolve these matters for significantly less than this amount.
This estimate includes the maximum exposure for losses that we have determined are probable in excess of the provision we have recorded for such losses. The estimates of our maximum exposure referred to above do not include interest or consequential or exemplary damages.
Mortgage insurers, including MGIC, have been involved in litigation alleging violations of the anti-referral fee provisions of the Real Estate Settlement Procedures Act, which is commonly known as RESPA, and the notice provisions of the Fair Credit Reporting Act, which is commonly known as FCRA. MGIC’s settlement of class action litigation against it under RESPA became final in 2003. MGIC settled the named plaintiffs’ claims in litigation against it under FCRA in 2004, following denial of class certification. Beginning in 2011, MGIC, together with various mortgage lenders and other mortgage insurers, was named as a defendant in twelve lawsuits, alleged to be class actions, filed in various U.S. District Courts. The complaints in all of the cases alleged various causes of action related to the captive mortgage reinsurance arrangements of the mortgage lenders, including that the lenders’ captive reinsurers received excessive premiums in relation to the risk assumed by those captives, thereby violating RESPA. As of 2015, MGIC had been dismissed from all twelve cases. There can be no assurance that we will not be subject to further litigation under RESPA (or FCRA) or that the outcome of any such litigation would not have a material adverse effect on us.
In 2013, we entered into a settlement with the CFPB that resolved a federal investigation of MGIC’s participation in captive reinsurance arrangements without the CFPB or a court making any findings of wrongdoing. As part of the settlement, MGIC agreed that it would not enter into any new captive reinsurance agreement or reinsure any new loans under any existing captive reinsurance agreement for a period of ten years. MGIC had voluntarily suspended most of its captive arrangements in 2008 in response to market conditions and GSE requests. In connection with the settlement, MGIC paid a civil penalty of $2.65 million
MGIC Investment Corporation - Q1 2016 | 14
and the court issued an injunction prohibiting MGIC from violating any provisions of RESPA.
In 2015, MGIC executed a Consent Order with the MN Department that resolved that department’s investigation of captive reinsurance matters without making any findings of wrongdoing. The Consent Order provided, among other things, that MGIC is prohibited from entering into any new captive reinsurance agreement or reinsuring any new loans under any existing captive reinsurance agreement for a period of ten years.
Various regulators, including the CFPB, state insurance commissioners and state attorneys general may bring other actions seeking various forms of relief in connection with alleged violations of RESPA. The insurance law provisions of many states prohibit paying for the referral of insurance business and provide various mechanisms to enforce this prohibition. While we believe our practices are in conformity with applicable laws and regulations, it is not possible to predict the eventual scope, duration or outcome of any such reviews or investigations nor is it possible to predict their effect on us or the mortgage insurance industry.
Through a non-insurance subsidiary, we utilize our underwriting skills to provide an outsourced underwriting service to our customers known as contract underwriting. As part of the contract underwriting activities, that subsidiary is responsible for the quality of the underwriting decisions in accordance with the terms of the contract underwriting agreements with customers. That subsidiary may be required to provide certain remedies to its customers if certain standards relating to the quality of our underwriting work are not met, and we have an established reserve for such future obligations. Claims for remedies may be made a number of years after the underwriting work was performed. Beginning in the second half of 2009, our subsidiary experienced an increase in claims for contract underwriting remedies, which continued throughout 2012. The underwriting remedy expense for 2015 was approximately $1 million, but may increase in the future.
In addition to the matters described above, we are involved in other legal proceedings in the ordinary course of business. In our opinion, based on the facts known at this time, the ultimate resolution of these ordinary course legal proceedings will not have a material adverse effect on our financial position or results of operations.
See Note 11 – “Income Taxes” for a description of federal income tax contingencies.
Note 6 – Earnings per Share
Basic earnings per share (“EPS”) is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted EPS includes the components of basic EPS and also gives effect to dilutive common equivalent shares outstanding during the reporting period. We calculate diluted EPS using the treasury stock method for unvested restricted stock, and the if-converted method for convertible debt instruments. For unvested restricted stock, assumed proceeds under the treasury stock method would include unamortized compensation expense and windfall tax benefits or shortfalls. The determination of potentially issuable shares from our convertible debt instruments does not consider satisfaction of the conversion requirements and the shares are included in the determination of diluted EPS as of the beginning of the period, if dilutive. In addition, interest expense, net of tax, related to dilutive convertible debt instruments is added back to earnings in calculating diluted EPS.
15 | MGIC Investment Corporation - Q1 2016
The following table reconciles the numerators and denominators used to calculate basic and diluted EPS and also indicates the number of antidilutive securities.
Three months ended March 31, | ||||||||
(In thousands, except per share data) | 2016 | 2015 | ||||||
Basic earnings per share: | ||||||||
Net income | $ | 69,191 | $ | 133,076 | ||||
Weighted average common shares outstanding | 340,144 | 339,107 | ||||||
Basic income per share | $ | 0.20 | $ | 0.39 | ||||
Diluted earnings per share: | ||||||||
Net income | $ | 69,191 | $ | 133,076 | ||||
Interest expense, net of tax (1): | ||||||||
2% Convertible Senior Notes due 2020 | 1,982 | 3,049 | ||||||
5% Convertible Senior Notes due 2017 | 2,678 | 4,692 | ||||||
9% Convertible Junior Subordinated Debentures due 2063 | — | 8,765 | ||||||
Diluted income available to common shareholders | $ | 73,851 | $ | 149,582 | ||||
Weighted average shares - basic | 340,144 | 339,107 | ||||||
Effect of dilutive securities: | ||||||||
Unvested restricted stock units | 1,679 | 2,569 | ||||||
2% Convertible Senior Notes due 2020 | 71,917 | 71,917 | ||||||
5% Convertible Senior Notes due 2017 | 17,625 | 25,674 | ||||||
9% Convertible Junior Subordinated Debentures due 2063 | — | 28,854 | ||||||
Weighted average shares - diluted | 431,365 | 468,121 | ||||||
Diluted income per share | $ | 0.17 | $ | 0.32 | ||||
Antidilutive securities (in millions) | 23.3 | — |
(1) | Due to the valuation allowance recorded against deferred tax assets, the three months ended March 31, 2015 were not tax effected. The three months ended March 31, 2016 have been tax effected at a rate of 35%. |
MGIC Investment Corporation - Q1 2016 | 16
Note 7 – Investments
The amortized cost, gross unrealized gains and losses and fair value of the investment portfolio at March 31, 2016 and December 31, 2015 are shown below.
March 31, 2016 | ||||||||||||||||
(In thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses (1) | Fair Value | ||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | $ | 147,189 | $ | 2,474 | $ | (1,135 | ) | $ | 148,528 | |||||||
Obligations of U.S. states and political subdivisions | 1,854,959 | 60,677 | (2,506 | ) | 1,913,130 | |||||||||||
Corporate debt securities | 1,856,376 | 16,315 | (18,484 | ) | 1,854,207 | |||||||||||
Asset-backed securities | 110,241 | 176 | (89 | ) | 110,328 | |||||||||||
Residential mortgage-backed securities | 255,344 | 452 | (5,155 | ) | 250,641 | |||||||||||
Commercial mortgage-backed securities | 220,719 | 1,678 | (1,701 | ) | 220,696 | |||||||||||
Collateralized loan obligations | 61,350 | 25 | (991 | ) | 60,384 | |||||||||||
Total debt securities | 4,506,178 | 81,797 | (30,061 | ) | 4,557,914 | |||||||||||
Equity securities | 6,209 | 87 | (7 | ) | 6,289 | |||||||||||
Total investment portfolio | $ | 4,512,387 | $ | 81,884 | $ | (30,068 | ) | $ | 4,564,203 |
December 31, 2015 | ||||||||||||||||
(In thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses (1) | Fair Value | ||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | $ | 160,393 | $ | 2,133 | $ | (1,942 | ) | $ | 160,584 | |||||||
Obligations of U.S. states and political subdivisions | 1,766,407 | 33,410 | (7,290 | ) | 1,792,527 | |||||||||||
Corporate debt securities | 2,046,697 | 2,836 | (44,770 | ) | 2,004,763 | |||||||||||
Asset-backed securities | 116,764 | 56 | (203 | ) | 116,617 | |||||||||||
Residential mortgage-backed securities | 265,879 | 161 | (8,392 | ) | 257,648 | |||||||||||
Commercial mortgage-backed securities | 237,304 | 162 | (3,975 | ) | 233,491 | |||||||||||
Collateralized loan obligations | 61,345 | 3 | (1,148 | ) | 60,200 | |||||||||||
Debt securities issued by foreign sovereign governments | 29,359 | 2,474 | (102 | ) | 31,731 | |||||||||||
Total debt securities | 4,684,148 | 41,235 | (67,822 | ) | 4,657,561 | |||||||||||
Equity securities | 5,625 | 38 | (18 | ) | 5,645 | |||||||||||
Total investment portfolio | $ | 4,689,773 | $ | 41,273 | $ | (67,840 | ) | $ | 4,663,206 |
(1) | At March 31, 2016 and December 31, 2015, there were no other-than-temporary impairment losses recorded in other comprehensive income. |
During the first quarter of 2016, we substantially liquidated our Australian entities and repatriated most assets, including proceeds from the monetization of our Australian investment portfolio. As of March 31, 2016 we held no investments in foreign sovereign governments.
As discussed in Note 3 - “Debt” we are required to maintain collateral of at least 102% of the outstanding principal balance of the Advance. As of March 31, 2016 we pledged eligible collateral with a total fair value of $164.6 million.
17 | MGIC Investment Corporation - Q1 2016
The amortized cost and fair values of debt securities at March 31, 2016, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Because most asset-backed and mortgage-backed securities and collateralized loan obligations provide for periodic payments throughout their lives, they are listed below in separate categories.
March 31, 2016 | ||||||||
(In thousands) | Amortized Cost | Fair Value | ||||||
Due in one year or less | $ | 310,484 | $ | 311,202 | ||||
Due after one year through five years | 1,265,465 | 1,278,045 | ||||||
Due after five years through ten years | 1,120,853 | 1,122,243 | ||||||
Due after ten years | 1,161,722 | 1,204,375 | ||||||
$ | 3,858,524 | $ | 3,915,865 | |||||
Asset-backed securities | 110,241 | 110,328 | ||||||
Residential mortgage-backed securities | 255,344 | 250,641 | ||||||
Commercial mortgage-backed securities | 220,719 | 220,696 | ||||||
Collateralized loan obligations | 61,350 | 60,384 | ||||||
Total as of March 31, 2016 | $ | 4,506,178 | $ | 4,557,914 |
At March 31, 2016 and December 31, 2015, the investment portfolio had gross unrealized losses of $30.1 million and $67.8 million, respectively. For those securities in an unrealized loss position, the length of time the securities were in such a position, as measured by their month-end fair values, is as follows:
March 31, 2016 | Less Than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||||
(In thousands) | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | $ | 26,586 | $ | (1,094 | ) | $ | 2,998 | $ | (41 | ) | $ | 29,584 | $ | (1,135 | ) | |||||||||
Obligations of U.S. states and political subdivisions | 105,443 | (763 | ) | 60,616 | (1,743 | ) | 166,059 | (2,506 | ) | |||||||||||||||
Corporate debt securities | 350,566 | (7,932 | ) | 348,277 | (10,552 | ) | 698,843 | (18,484 | ) | |||||||||||||||
Asset-backed securities | 29,107 | (42 | ) | 11,019 | (47 | ) | 40,126 | (89 | ) | |||||||||||||||
Residential mortgage-backed securities | 14,548 | (103 | ) | 204,585 | (5,052 | ) | 219,133 | (5,155 | ) | |||||||||||||||
Commercial mortgage-backed securities | 60,778 | (925 | ) | 56,126 | (776 | ) | 116,904 | (1,701 | ) | |||||||||||||||
Collateralized loan obligations | — | — | 51,907 | (991 | ) | 51,907 | (991 | ) | ||||||||||||||||
Equity securities | 91 | — | 209 | (7 | ) | 300 | (7 | ) | ||||||||||||||||
Total | $ | 587,119 | $ | (10,859 | ) | $ | 735,737 | $ | (19,209 | ) | $ | 1,322,856 | $ | (30,068 | ) |
MGIC Investment Corporation - Q1 2016 | 18
December 31, 2015 | Less Than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||||
(In thousands) | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | $ | 60,548 | $ | (1,467 | ) | $ | 1,923 | $ | (475 | ) | $ | 62,471 | $ | (1,942 | ) | |||||||||
Obligations of U.S. states and political subdivisions | 417,615 | (6,404 | ) | 37,014 | (886 | ) | 454,629 | (7,290 | ) | |||||||||||||||
Corporate debt securities | 1,470,628 | (38,519 | ) | 114,982 | (6,251 | ) | 1,585,610 | (44,770 | ) | |||||||||||||||
Asset-backed securities | 86,604 | (173 | ) | 5,546 | (30 | ) | 92,150 | (203 | ) | |||||||||||||||
Residential mortgage-backed securities | 35,064 | (312 | ) | 209,882 | (8,080 | ) | 244,946 | (8,392 | ) | |||||||||||||||
Commercial mortgage-backed securities | 134,488 | (2,361 | ) | 69,927 | (1,614 | ) | 204,415 | (3,975 | ) | |||||||||||||||
Collateralized loan obligations | — | — | 51,750 | (1,148 | ) | 51,750 | (1,148 | ) | ||||||||||||||||
Debt securities issued by foreign sovereign governments | 4,463 | (102 | ) | — | — | 4,463 | (102 | ) | ||||||||||||||||
Equity securities | 355 | (8 | ) | 171 | (10 | ) | 526 | (18 | ) | |||||||||||||||
Total | $ | 2,209,765 | $ | (49,346 | ) | $ | 491,195 | $ | (18,494 | ) | $ | 2,700,960 | $ | (67,840 | ) |
The unrealized losses in all categories of our investments at March 31, 2016 and December 31, 2015 were primarily caused by the difference in interest rates at each respective period, compared to interest rates at the time of purchase. There were 316 and 303 securities in an unrealized loss position at March 31, 2016 and December 31, 2015, respectively.
During each of the three months ended March 31, 2016 and 2015 there were no other-than-temporary impairments (“OTTI”) recognized. The net realized investment gains on the investment portfolio are as follows:
Three Months Ended March 31, | ||||||||
(In thousands) | 2016 | 2015 | ||||||
Realized investment gains (losses) on investments: | ||||||||
Fixed maturities | $ | 3,054 | $ | 26,324 | ||||
Equity securities | 2 | 3 | ||||||
Net realized investment gains | $ | 3,056 | $ | 26,327 |
Three Months Ended March 31, | ||||||||
(In thousands) | 2016 | 2015 | ||||||
Realized investment gains (losses) on investments: | ||||||||
Gains on sales | $ | 4,104 | $ | 27,206 | ||||
Losses on sales | (1,048 | ) | (879 | ) | ||||
Net realized investment gains | $ | 3,056 | $ | 26,327 |
19 | MGIC Investment Corporation - Q1 2016
Note 8 – Fair Value Measurements
Our estimates of fair value for financial assets and financial liabilities are based on the framework established in the fair value accounting guidance. The framework is based on the inputs used in valuation, gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuations when available.
To determine the fair value of securities available-for-sale in Level 1 and Level 2 of the fair value hierarchy, independent pricing sources have been utilized. One price is provided per security based on observable market data. To ensure securities are appropriately classified in the fair value hierarchy, we review the pricing techniques and methodologies of the independent pricing sources and believe that their policies adequately consider market activity, either based on specific transactions for the issue valued or based on modeling of securities with similar credit quality, duration, yield and structure that were recently traded. A variety of inputs are utilized by the independent pricing sources including benchmark yields, reported trades, non-binding broker/dealer quotes, issuer spreads, two sided markets, benchmark securities, bids, offers and reference data including data published in market research publications. Inputs may be weighted differently for any security, and not all inputs are used for each security evaluation.
Market indicators, industry and economic events are also considered. This information is evaluated using a multidimensional pricing model. This model combines all inputs to arrive at a value assigned to each security. Quality controls are performed by the independent pricing sources throughout this process, which include reviewing tolerance reports, trading information, data changes, and directional moves compared to market moves. In addition, on a quarterly basis, we perform quality controls over values received from the pricing sources which also include reviewing tolerance reports, trading information, data changes, and directional moves compared to market moves. We have not made any adjustments to the prices obtained from the independent pricing sources.
In accordance with fair value guidance, we applied the following fair value hierarchy in order to measure fair value for assets
and liabilities:
Level 1 - Quoted prices for identical instruments in active markets that we can access. Financial assets utilizing Level 1 inputs primarily include U.S. Treasury securities, equity securities, and Australian government and semi government securities.
Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and inputs, other than quoted prices, that are observable in the marketplace for the financial instrument. The observable inputs are used in valuation models to calculate the fair value of the financial instruments.
Financial assets utilizing Level 2 inputs primarily include obligations of U.S. government corporations and agencies, corporate bonds, mortgage-backed securities, and most municipal bonds.
The independent pricing sources utilize these approaches to determine the fair value of the securities in Level 2 of the fair value hierarchy based on type of investment:
Corporate Debt & U.S. Government and Agency Bonds are evaluated by surveying the dealer community, obtaining relevant trade data, benchmark quotes and spreads and incorporating this information into the evaluation process.
Obligations of U.S. States & Political Subdivisions are evaluated by tracking, capturing, and analyzing quotes for active issues and trades reported via the Municipal Securities Rulemaking Board records. Daily briefings and reviews of current economic conditions, trading levels, spread relationships, and the slope of the yield curve provide further data for evaluation.
Residential Mortgage-Backed Securities are evaluated by monitoring interest rate movements, and other pertinent data daily. Incoming market data is enriched to derive spread, yield and/or price data as appropriate, enabling known data points to be extrapolated for valuation application across a range of related securities.
Commercial Mortgage-Backed Securities are evaluated using valuation techniques that reflect market participants’ assumptions and maximize the use of relevant observable inputs including quoted prices for similar assets, benchmark yield curves and market corroborated inputs. Evaluation utilizes regular reviews of the inputs for securities covered, including executed trades, broker quotes, credit information, collateral attributes and/or cash flow waterfall as applicable.
Asset-Backed Securities are evaluated using spreads and other information solicited from market buy- and sell-side sources, including primary and secondary dealers, portfolio managers, and research analysts. Cash flows are generated for each tranche, benchmark yields are determined, and deal collateral performance and tranche level attributes including market color as available are used, resulting in tranche-specific spreads.
Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or value drivers are unobservable or from par values for equity securities restricted in their ability to be redeemed or sold. The inputs used to derive the fair value of Level 3 securities reflect our own assumptions about the assumptions a market participant would use in pricing an asset or liability. Financial assets
MGIC Investment Corporation - Q1 2016 | 20
utilizing Level 3 inputs primarily include equity securities that can only be redeemed or sold at their par value and only to the security issuer and certain state premium tax credit investments. The state premium tax credit investments have an average maturity of less than 2 years, credit ratings of AA+ or higher, and their balance reflects their remaining scheduled payments discounted at an average annual rate of
7.2%. Our non-financial assets that are classified as Level 3 securities consist of real estate acquired through claim settlement. The fair value of real estate acquired is the lower of our acquisition cost or a percentage of the appraised value. The percentage applied to the appraised value is based upon our historical sales experience adjusted for current trends.
Fair value measurements for assets measured at fair value included the following as of March 31, 2016 and December 31, 2015:
March 31, 2016 | ||||||||||||||||
(In thousands) | Total Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | $ | 148,528 | $ | 51,448 | $ | 97,080 | $ | — | ||||||||
Obligations of U.S. states and political subdivisions | 1,913,130 | — | 1,911,938 | 1,192 | ||||||||||||
Corporate debt securities | 1,854,207 | — | 1,854,207 | — | ||||||||||||
Asset-backed securities | 110,328 | — | 110,328 | — | ||||||||||||
Residential mortgage-backed securities | 250,641 | — | 250,641 | — | ||||||||||||
Commercial mortgage-backed securities | 220,696 | — | 220,696 | — | ||||||||||||
Collateralized loan obligations | 60,384 | — | 60,384 | — | ||||||||||||
Total debt securities | 4,557,914 | 51,448 | 4,505,274 | 1,192 | ||||||||||||
Equity securities (1) | 6,289 | 2,868 | — | 3,421 | ||||||||||||
Total investment portfolio | $ | 4,564,203 | $ | 54,316 | $ | 4,505,274 | $ | 4,613 | ||||||||
Real estate acquired (2) | $ | 12,849 | $ | — | $ | — | $ | 12,849 |
December 31, 2015 | ||||||||||||||||
(In thousands) | Total Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | $ | 160,584 | $ | 46,197 | $ | 114,387 | $ | — | ||||||||
Obligations of U.S. states and political subdivisions | 1,792,527 | — | 1,791,299 | 1,228 | ||||||||||||
Corporate debt securities | 2,004,763 | — | 2,004,763 | — | ||||||||||||
Asset-backed securities | 116,617 | — | 116,617 | — | ||||||||||||
Residential mortgage-backed securities | 257,648 | — | 257,648 | — | ||||||||||||
Commercial mortgage-backed securities | 233,491 | — | 233,491 | — | ||||||||||||
Collateralized loan obligations | 60,200 | — | 60,200 | — | ||||||||||||
Debt securities issued by foreign sovereign governments | 31,731 | 31,731 | — | — | ||||||||||||
Total debt securities | 4,657,561 | 77,928 | 4,578,405 | 1,228 | ||||||||||||
Equity securities (1) | 5,645 | 2,790 | — | 2,855 | ||||||||||||
Total investment portfolio | $ | 4,663,206 | $ | 80,718 | $ | 4,578,405 | $ | 4,083 | ||||||||
Real estate acquired (2) | $ | 12,149 | $ | — | $ | — | $ | 12,149 |
(1) | Equity securities in Level 3 are carried at cost, which approximates fair value. |
(2) | Real estate acquired through claim settlement, which is held for sale, is reported in Other assets on the consolidated balance sheets. |
21 | MGIC Investment Corporation - Q1 2016
There were no transfers of securities between Level 1 and Level 2 during the first three months of 2016.
For assets measured at fair value using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances for the three months ended March 31, 2016 and 2015 is shown in the following tables. There were no transfers into or out of Level 3 in those periods and there were no losses included in earnings for those periods attributable to the change in unrealized losses on assets still held at the end of the applicable period.
(In thousands) | Debt Securities | Equity Securities | Total Investments | Real Estate Acquired | ||||||||||||
Balance at December 31, 2015 | $ | 1,228 | $ | 2,855 | $ | 4,083 | $ | 12,149 | ||||||||
Total realized/unrealized gains (losses): | ||||||||||||||||
Included in earnings and reported as losses incurred, net | — | — | — | (293 | ) | |||||||||||
Purchases | — | 3,091 | 3,091 | 12,267 | ||||||||||||
Sales | (36 | ) | (2,525 | ) | (2,561 | ) | (11,274 | ) | ||||||||
Balance at March 31, 2016 | $ | 1,192 | $ | 3,421 | $ | 4,613 | $ | 12,849 |
(In thousands) | Debt Securities | Equity Securities | Total Investments | Real Estate Acquired | ||||||||||||
Balance at December 31, 2014 | $ | 1,846 | $ | 321 | $ | 2,167 | $ | 12,658 | ||||||||
Total realized/unrealized gains (losses): | ||||||||||||||||
Included in earnings and reported as losses incurred, net | — | — | — | (503 | ) | |||||||||||
Purchases | 7 | — | 7 | 10,797 | ||||||||||||
Sales | (62 | ) | — | (62 | ) | (12,055 | ) | |||||||||
Balance at March 31, 2015 | $ | 1,791 | $ | 321 | $ | 2,112 | $ | 10,897 |
Authoritative guidance over disclosures about the fair value of financial instruments requires additional disclosure for financial instruments not measured at fair value. Certain financial instruments, including insurance contracts, are excluded from these fair value disclosure requirements. The carrying values of cash and cash equivalents (Level 1) and accrued investment income (Level 2) approximated their fair values. Additional fair value disclosures related to our investment portfolio are included in Note 7 – “Investments.”
Financial Liabilities Not Measured at Fair Value
We incur financial liabilities in the normal course of our business. The following tables present the carrying value and fair value of our financial liabilities disclosed, but not carried, at fair value at March 31, 2016 and December 31, 2015. The fair values of our Convertible Senior Notes and Convertible Junior Subordinated Debentures were based on observable market prices and the fair value of the Federal Home Loan Bank Advance was estimated using discounted cash flows on current incremental borrowing rates for similar borrowing arrangements, and in all cases they are categorized as Level 2.
March 31, 2016 | ||||||||
(In thousands) | Carrying Value | Fair Value | ||||||
Financial liabilities: | ||||||||
FHLB Advance due 2023 | $ | 155,000 | $ | 156,831 | ||||
Convertible Senior Notes due 2017 | 194,319 | 203,771 | ||||||
Convertible Senior Notes due 2020 | 491,305 | 630,310 | ||||||
Convertible Junior Subordinated Debentures due 2063 | 256,872 | 292,754 | ||||||
Total Debt | $ | 1,097,496 | $ | 1,283,666 |
MGIC Investment Corporation - Q1 2016 | 22
Note 9 – Other Comprehensive Income
The pretax components of our other comprehensive income (loss) and the related income tax (expense) benefit for the three months ended March 31, 2016 and 2015 are included in the following table.
Three Months Ended March 31, | ||||||||
(In thousands) | 2016 | 2015 | ||||||
Net unrealized holding gains arising during the period | $ | 78,383 | $ | 19,721 | ||||
Income tax expense | (27,556 | ) | (6,876 | ) | ||||
Valuation allowance (1) | — | 6,718 | ||||||
Net of taxes | 50,827 | 19,563 | ||||||
Net changes in benefit plan assets and obligations | (474 | ) | (700 | ) | ||||
Income tax benefit | 166 | 245 | ||||||
Valuation allowance (1) | — | (245 | ) | |||||
Net of taxes | (308 | ) | (700 | ) | ||||
Net changes in unrealized foreign currency translation adjustment | (1,496 | ) | (3,102 | ) | ||||
Income tax benefit | 521 | 1,088 | ||||||
Net of taxes | (975 | ) | (2,014 | ) | ||||
Total other comprehensive income | 76,413 | 15,919 | ||||||
Total income tax (expense) benefit, net of valuation allowance | (26,869 | ) | 930 | |||||
Total other comprehensive income, net of tax | $ | 49,544 | $ | 16,849 |
(1) | See Note 11 – “Income Taxes” for a discussion of the valuation allowance recorded against deferred tax assets. |
The pretax and related income tax (expense) benefit components of the amounts reclassified from our accumulated other comprehensive loss to our consolidated statements of operations for the three months ended March 31, 2016 and 2015 are included in the following table.
Three Months Ended March 31, | ||||||||
(In thousands) | 2016 | 2015 | ||||||
Reclassification adjustment for net realized gains (losses) included in net income (1) | $ | 612 | $ | 11,234 | ||||
Income tax expense | (92 | ) | (3,931 | ) | ||||
Valuation allowance (2) | — | 3,926 | ||||||
Net of taxes | 520 | 11,229 | ||||||
Reclassification adjustment related to benefit plan assets and obligations (3) | 474 | 700 | ||||||
Income tax expense | (166 | ) | (245 | ) | ||||
Valuation allowance (2) | — | 245 | ||||||
Net of taxes | 308 | 700 | ||||||
Total reclassifications | 1,086 | 11,934 | ||||||
Total income tax expense, net of valuation allowance | (258 | ) | (5 | ) | ||||
Total reclassifications, net of tax | $ | 828 | $ | 11,929 |
(1) | Increases (decreases) Net realized investment gains on the consolidated statements of operations. |
(2) | See Note 11 – “Income Taxes” for a discussion of the valuation allowance recorded against deferred tax assets. |
(3) | Decreases (increases) Other underwriting and operating expenses, net on the consolidated statements of operations. |
Changes in our accumulated other comprehensive loss, including amounts reclassified from other comprehensive income (loss), for the three months ended March 31, 2016 are included in the table below.
Three Months Ended March 31, 2016 | ||||||||||||||||
(In thousands) | Net unrealized gains and losses on available-for-sale securities | Net benefit plan assets and obligations recognized in shareholders' equity | Net unrealized foreign currency translation | Total accumulated other comprehensive loss | ||||||||||||
Balance at December 31, 2015, net of tax | $ | (17,148 | ) | $ | (44,652 | ) | $ | 920 | $ | (60,880 | ) | |||||
Other comprehensive income (loss) before reclassifications | 51,347 | — | (975 | ) | 50,372 | |||||||||||
Less: Amounts reclassified from accumulated other comprehensive income (loss) | 520 | 308 | — | 828 | ||||||||||||
Balance at March 31, 2016, net of tax | $ | 33,679 | $ | (44,960 | ) | $ | (55 | ) | $ | (11,336 | ) |
23 | MGIC Investment Corporation - Q1 2016
Note 10 – Benefit Plans
The following table provides the components of net periodic benefit cost for the pension, supplemental executive retirement and other postretirement benefit plans:
Three Months Ended March 31, | ||||||||||||||||
(In thousands) | Pension and Supplemental Executive Retirement Plans | Other Postretirement Benefits | ||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Service cost | $ | 2,163 | $ | 2,448 | $ | 175 | $ | 202 | ||||||||
Interest cost | 3,929 | 3,908 | 172 | 178 | ||||||||||||
Expected return on plan assets | (4,889 | ) | (5,295 | ) | (1,222 | ) | (1,248 | ) | ||||||||
Recognized net actuarial loss (gain) | 1,361 | 1,209 | — | (35 | ) | |||||||||||
Amortization of prior service cost | (172 | ) | (211 | ) | (1,662 | ) | (1,662 | ) | ||||||||
Net periodic benefit cost (benefit) | $ | 2,392 | $ | 2,059 | $ | (2,537 | ) | $ | (2,565 | ) |
We currently intend to make a contribution of $11.4 million to our qualified pension plan and supplemental executive retirement plan in 2016.
Note 11 – Income Taxes
Valuation Allowance
We review the need to maintain a deferred tax asset valuation allowance on a quarterly basis. We analyze many factors, among which are the severity and frequency of operating losses, our capacity for the carryback or carryforward of any losses, the existence and current level of taxable operating income, operating results on a three year cumulative basis, the expected occurrence of future income or loss, the expiration dates of the loss carryforwards, the cyclical nature of our operating results, and available tax planning strategies. Based on our analysis, we reduced our benefit from income tax through the recognition of a valuation allowance from the first quarter of 2009 through the second quarter of 2015. In the third quarter of 2015, based on our analysis, we concluded that it was more likely than not that our deferred tax assets would be fully realizable and that the valuation allowance was no longer necessary. Therefore, we reversed the valuation allowance.
The effect of the change in valuation allowance on the provision for income taxes was as follows:
Three months ended March 31, | ||||||||
(In thousands) | 2016 | 2015 | ||||||
Provision for income tax | $ | 34,497 | $ | 47,883 | ||||
Change in valuation allowance | — | (44,498 |