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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| | | | | | | | |
(Mark One) |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended | September 30, 2020 |
OR
| | | | | |
☐ | 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 001-36174
| | |
NMI Holdings, Inc. |
(Exact name of registrant as specified in its charter) |
| | | | | | | | | | | | | | | | | | | | |
Delaware | | 45-4914248 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | | | | |
2100 Powell Street | | Emeryville | , | CA | | 94608 |
(Address of principal executive offices) | | (Zip Code) |
(855) 530-6642
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock, par value $0.01 | NMIH | NASDAQ |
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | |
Large accelerated filer | ☒ | | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | | Smaller reporting company | ☐ |
| | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The number of shares of common stock, $0.01 par value per share, of the registrant outstanding on November 3, 2020 was 84,813,362 shares.
TABLE OF CONTENTS
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Item 1. | | |
Item 2. | | |
Item 3. | | |
Item 4. | | |
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Item 1. | | |
Item 1A. | | |
Item 6. | | |
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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), and the U.S. Private Securities Litigation Reform Act of 1995. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward looking. These statements are often, but not always, made through the use of words or phrases such as "anticipate," "believe," "can," "could," "may," "predict," "potential," "should," "will," "estimate," "perceive," "plan," "project," "continuing," "ongoing," "expect," "intend" or words of similar meaning and include, but are not limited to, statements regarding the outlook for our future business and financial performance. All forward looking statements are necessarily only estimates of future results, and actual results may differ materially from expectations. You are, therefore, cautioned not to place undue reliance on such statements which should be read in conjunction with the other cautionary statements that are included elsewhere in this report. Further, any forward looking statement speaks only as of the date on which it is made and we undertake no obligation to update or revise any forward looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. We have based these forward looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, operating results, business strategy and financial needs. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward looking statements including, but not limited to:
•uncertainty relating to the coronavirus (COVID-19) pandemic and the measures taken by governmental authorities and other third parties to combat it, including their impact on the global economy, the U.S. housing, real estate, housing finance and mortgage insurance markets, and our business, operations and personnel;
•changes in the business practices of Fannie Mae and Freddie Mac (collectively, the GSEs), including decisions that have the impact of decreasing or discontinuing the use of mortgage insurance as credit enhancement generally, or with first time homebuyers or on very high loan-to-value mortgages;
•our ability to remain an eligible mortgage insurer under the private mortgage insurer eligibility requirements (PMIERs) and other requirements imposed by the GSEs, which they may change at any time;
•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.;
•our future profitability, liquidity and capital resources;
•actions of existing competitors, including other private mortgage insurers and government mortgage insurers such as the Federal Housing Administration (FHA), the U.S. Department of Agriculture's Rural Housing Service (USDA) and the U.S. Department of Veterans Affairs (VA) (collectively, government MIs), and potential market entry by new competitors or consolidation of existing competitors;
•developments in the world's financial and capital markets and our access to such markets, including reinsurance;
•adoption of new or changes to existing laws and regulations that impact our business or financial condition directly or the mortgage insurance industry generally or their enforcement and implementation by regulators, including any action by the Consumer Financial Protection Bureau to address the planned expiration of the "QM Patch" under the Dodd-Frank Act Ability to Repay/Qualified Mortgage rule;
•legislative or regulatory 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;
•potential future lawsuits, investigations or inquiries or resolution of current lawsuits or inquiries;
•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;
•our ability to successfully execute and implement our capital plans, including our ability to access the capital, credit and reinsurance markets and to enter into, and receive approval of, reinsurance arrangements on terms and conditions that are acceptable to us, the GSEs and our regulators;
•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;
•our ability to attract and retain a diverse customer base, including the largest mortgage originators;
•failure of risk management or pricing or investment strategies;
•emergence of unexpected claim and coverage issues, including claims exceeding our reserves or amounts we had expected to experience;
•potential adverse impacts arising from natural disasters, including, with respect to affected areas, a decline in new business, adverse effects on home prices, and an increase in notices of default on insured mortgages;
•the inability of our counter-parties, including third party reinsurers, to meet their obligations to us;
•failure to maintain, improve and continue to develop necessary information technology (IT) systems or the failure of technology providers to perform; and
•ability to recruit, train and retain key personnel.
For more information regarding these risks and uncertainties as well as certain additional risks that we face, you should refer to Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this report on Form 10-Q, including the exhibits hereto. In addition, for additional discussion of those risks and uncertainties that have the potential to affect our business, financial condition, results of operations, cash flows or prospects in a material and adverse manner, you should review the Risk Factors in Part II, Item 1A of this Report and in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2019 (2019 10-K), and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, as subsequently updated in other reports we file from time to time with the U.S. Securities and Exchange Commission (SEC).
Unless expressly indicated or the context requires otherwise, the terms "we," "our," "us" and the "Company" in this document refer to NMI Holdings, Inc., a Delaware corporation, and its wholly-owned subsidiaries on a consolidated basis.
PART I
Item 1. Financial Statements
INDEX TO FINANCIAL STATEMENTS
| | | | | |
Condensed Consolidated Balance Sheets as of September 30, 2020 (Unaudited) and December 31, 2019 | |
Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2020 and 2019 (Unaudited) | |
Condensed Consolidated Statements of Changes in Shareholders' Equity for the nine months ended September 30, 2020 and 2019 (Unaudited) | |
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 (Unaudited) | |
Notes to Condensed Consolidated Financial Statements (Unaudited) | |
NMI HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| | | | | | | | | | | |
| September 30, 2020 | | December 31, 2019 |
Assets | (In Thousands, except for share data) |
Fixed maturities, available-for-sale, at fair value (amortized cost of $1,624,970 and $1,113,779 as of September 30, 2020 and December 31, 2019, respectively) | $ | 1,689,815 | | | $ | 1,140,940 | |
Cash and cash equivalents (including restricted cash of $5,555 and $2,662 as of September 30, 2020 and December 31, 2019, respectively) | 194,199 | | | 41,089 | |
Premiums receivable | 48,159 | | | 46,085 | |
Accrued investment income | 9,766 | | | 6,831 | |
Prepaid expenses | 4,579 | | | 3,512 | |
Deferred policy acquisition costs, net | 63,194 | | | 59,972 | |
Software and equipment, net | 28,131 | | | 26,096 | |
Intangible assets and goodwill | 3,634 | | | 3,634 | |
Prepaid reinsurance premiums | 8,014 | | | 15,488 | |
| | | |
Reinsurance recoverable (1) | 17,180 | | | 4,939 | |
Other assets (1) | 15,149 | | | 16,232 | |
Total assets | $ | 2,081,820 | | | $ | 1,364,818 | |
| | | |
Liabilities | | | |
Debt | $ | 392,987 | | | $ | 145,764 | |
| | | |
Unearned premiums | 116,008 | | | 136,642 | |
Accounts payable and accrued expenses | 59,316 | | | 39,904 | |
Reserve for insurance claims and claim expenses | 87,230 | | | 23,752 | |
Reinsurance funds withheld | 10,364 | | | 14,310 | |
Warrant liability, at fair value | 3,135 | | | 7,641 | |
| | | |
Deferred tax liability, net | 97,451 | | | 56,360 | |
Other liabilities | 7,773 | | | 10,025 | |
Total liabilities | 774,264 | | | 434,398 | |
Commitments and contingencies | | | |
| | | |
Shareholders' equity | | | |
Common stock - class A shares, $0.01 par value; 84,808,516 and 68,358,074 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively (250,000,000 shares authorized) | 848 | | | 684 | |
Additional paid-in capital | 930,906 | | | 707,003 | |
Accumulated other comprehensive income, net of tax | 47,059 | | | 17,288 | |
Retained earnings | 328,743 | | | 205,445 | |
Total shareholders' equity | 1,307,556 | | | 930,420 | |
Total liabilities and shareholders' equity | $ | 2,081,820 | | | $ | 1,364,818 | |
(1) Reinsurance recoverable has been reclassified from "Other assets" in the prior period.
See accompanying notes to condensed consolidated financial statements (unaudited).
NMI HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended September 30, | | For the nine months ended September 30, |
| 2020 | | 2019 | | 2020 | | 2019 |
Revenues | (In Thousands, except for per share data) |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net premiums earned | $ | 98,802 | | | $ | 92,381 | | | $ | 296,463 | | | $ | 249,499 | |
Net investment income | 8,337 | | | 7,882 | | | 23,511 | | | 22,894 | |
Net realized investment (losses) gains | (4) | | | 81 | | | 635 | | | (219) | |
Other revenues | 648 | | | 1,244 | | | 2,771 | | | 1,700 | |
Total revenues | 107,783 | | | 101,588 | | | 323,380 | | | 273,874 | |
Expenses | | | | | | | |
Insurance claims and claim expenses | 15,667 | | | 2,572 | | | 55,698 | | | 8,238 | |
Underwriting and operating expenses(1) | 33,969 | | | 32,335 | | | 96,616 | | | 95,325 | |
Service expenses(1) | 557 | | | 909 | | | 2,381 | | | 1,311 | |
Interest expense | 7,796 | | | 2,979 | | | 16,481 | | | 9,111 | |
Loss (gain) from change in fair value of warrant liability | 437 | | | (1,139) | | | (4,286) | | | 6,025 | |
Total expenses | 58,426 | | | 37,656 | | | 166,890 | | | 120,010 | |
| | | | | | | |
Income before income taxes | 49,357 | | | 63,932 | | | 156,490 | | | 153,864 | |
Income tax expense | 11,178 | | | 14,169 | | | 33,192 | | | 32,102 | |
Net income | $ | 38,179 | | | $ | 49,763 | | | $ | 123,298 | | | $ | 121,762 | |
| | | | | | | |
Earnings per share | | | | | | | |
Basic | $ | 0.45 | | | $ | 0.73 | | | $ | 1.63 | | | $ | 1.81 | |
Diluted | $ | 0.45 | | | $ | 0.69 | | | $ | 1.55 | | | $ | 1.75 | |
| | | | | | | |
Weighted average common shares outstanding | | | | | | | |
Basic | 84,805 | | | 67,849 | | | 75,695 | | | 67,381 | |
Diluted | 85,599 | | | 70,137 | | | 76,867 | | | 69,520 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net income | $ | 38,179 | | | $ | 49,763 | | | $ | 123,298 | | | $ | 121,762 | |
Other comprehensive income, net of tax: | | | | | | | |
Unrealized gains in accumulated other comprehensive income, net of tax expense of $2,494 and $1,376 for the three months ended September 30, 2020 and 2019, respectively, and $7,655 and $8,991 for the nine months ended September 30, 2020 and 2019, respectively | 9,381 | | | 5,177 | | | 28,799 | | | 33,824 | |
| | | | | | | |
Reclassification adjustment for realized losses (gains) included in net income, net of tax (benefit) expense of ($1) and $17 for the three months ended September 30, 2020 and 2019, respectively, and ($258) and ($46) for the nine months ended September 30, 2020 and 2019, respectively | 3 | | | (64) | | | 972 | | | 173 | |
Other comprehensive income, net of tax | 9,384 | | | 5,113 | | | 29,771 | | | 33,997 | |
Comprehensive income | $ | 47,563 | | | $ | 54,876 | | | $ | 153,069 | | | $ | 155,759 | |
(1) Certain "Underwriting and operating expenses" have been reclassified as "Service expenses" in prior periods.
See accompanying notes to condensed consolidated financial statements (unaudited).
NMI HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
| | | | | | | | | | | | | | | | | | | | |
| Common Stock - Class A | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Retained Earnings | Total |
| Shares | Amount |
| (In Thousands) |
Balances, December 31, 2019 | 68,358 | | $ | 684 | | $ | 707,003 | | $ | 17,288 | | $ | 205,445 | | $ | 930,420 | |
| | | | | | |
| | | | | | |
Common stock: class A shares issued related to warrant exercises | 6 | | * | 221 | | — | | — | | 221 | |
Common stock: class A shares issued under stock plans, net of shares withheld for employee taxes | 510 | | 5 | | (3,755) | | — | | — | | (3,750) | |
Share-based compensation expense | — | | — | | 2,552 | | — | | — | | 2,552 | |
Change in unrealized investment gains/losses, net of tax benefit of $3,409 | — | | — | | — | | (12,824) | | — | | (12,824) | |
Net income | — | | — | | — | | — | | 58,271 | | 58,271 | |
Balances, March 31, 2020 | 68,874 | | $ | 689 | | $ | 706,021 | | $ | 4,464 | | $ | 263,716 | | $ | 974,890 | |
Common stock: class A shares issued related to public offering | 15,870 | | $ | 159 | | $ | 219,528 | | $ | — | | $ | — | | $ | 219,687 | |
| | | | | | |
Common stock: class A shares issued under stock plans, net of shares withheld for employee taxes | 61 | | * | (321) | | — | | — | | (321) | |
Share-based compensation expense | — | | — | | 2,722 | | — | | — | | 2,722 | |
Change in unrealized investment gains/losses, net of tax expense of $8,829 | — | | — | | — | | 33,211 | | — | | 33,211 | |
Net income | — | | — | | — | | — | | 26,848 | | 26,848 | |
Balances, June 30, 2020 | 84,805 | | $ | 848 | | $ | 927,950 | | $ | 37,675 | | $ | 290,564 | | $ | 1,257,037 | |
| | | | | | |
| | | | | | |
| | | | | | |
Common stock: class A shares issued under stock plans, net of shares withheld for employee taxes | 4 | | * | — | | — | | — | | — | |
Share-based compensation expense | — | | — | | 2,956 | | — | | — | | 2,956 | |
Change in unrealized investment gains, net of tax expense of $2,494 | — | | — | | — | | 9,384 | | — | | 9,384 | |
Net income | — | | — | | — | | — | | 38,179 | | 38,179 | |
Balances, September 30, 2020 | 84,809 | | $ | 848 | | $ | 930,906 | | $ | 47,059 | | $ | 328,743 | | $ | 1,307,556 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
* During the three months ended March 31, 2020, we issued 6,474 common shares with a par value of $0.01 in connection with the exercise of warrants, which is not identifiable in this schedule due to rounding. During the three months ended June 30, 2020 and September 30, 2020, we issued 61,226 and 3,750 common shares, respectively, with a par value of $0.01 in connection with the exercise of options, and vesting of restricted stock units granted under our stock plans, which are not identifiable in this schedule due to rounding.
NMI HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
| | | | | | | | | | | | | | | | | | | | |
| Common Stock - Class A | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Retained Earnings | Total |
| Shares | Amount |
| (In Thousands) |
Balances, December 31, 2018 | 66,319 | | $ | 663 | | $ | 682,181 | | $ | (14,832) | | $ | 33,488 | | $ | 701,500 | |
| | | | | | |
| | | | | | |
Common stock: class A shares issued related to warrant exercises | 39 | | * | 944 | | — | | — | | 944 | |
Common stock: class A shares issued under stock plans, net of shares withheld for employee taxes | 1,144 | | 12 | | (1,471) | | — | | — | | (1,459) | |
Share-based compensation expense | — | | — | | 2,981 | | — | | — | | 2,981 | |
Change in unrealized investment gains/losses, net of tax expense of $3,992 | — | | — | | — | | 15,016 | | — | | 15,016 | |
Net income | — | | — | | — | | — | | 32,899 | | 32,899 | |
Balances, March 31, 2019 | 67,502 | | $ | 675 | | $ | 684,635 | | $ | 184 | | $ | 66,387 | | $ | 751,881 | |
Common stock: class A shares issued related to warrants | 128 | | $ | 1 | | 3,835 | | — | | — | | 3,836 | |
Common stock: class A shares issued under stock plans, net of shares withheld for employee taxes | 138 | | 1 | | 218 | | — | | — | | 219 | |
Share-based compensation expense | — | | — | | 3,475 | | — | | — | | 3,475 | |
Change in unrealized investment gains/losses, net of tax expense of $3,686 | — | | — | | — | | 13,868 | | — | | 13,868 | |
Net income | — | | — | | — | | — | | 39,100 | | 39,100 | |
Balances, June 30, 2019 | 67,768 | | $ | 677 | | $ | 692,163 | | $ | 14,052 | | $ | 105,487 | | $ | 812,379 | |
| | | | | | |
| | | | | | |
Common stock: class A shares issued related to warrants | 82 | | 1 | | 2,176 | | — | | — | | 2,177 | |
Common stock: class A shares issued under stock plans, net of shares withheld for employee taxes | 77 | | 1 | | 655 | | — | | — | | 656 | |
Share-based compensation expense | — | | — | | 3,399 | | — | | — | | 3,399 | |
Change in unrealized investment gains/losses, net of tax expense of $1,359 | — | | — | | — | | 5,113 | | — | | 5,113 | |
Net income | — | | — | | — | | — | | 49,763 | | 49,763 | |
Balances, September 30, 2019 | 67,927 | | $ | 679 | | $ | 698,393 | | $ | 19,165 | | $ | 155,250 | | $ | 873,487 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
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* During the three months ended March 31, 2019, we issued 39,195 common shares with a par value of $0.01 in connection with the exercise of warrants, which is not identifiable in this schedule due to rounding.
See accompanying notes to condensed consolidated financial statements (unaudited).
NMI HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| | | | | | | | | | | |
| For the nine months ended September 30, |
| 2020 | | 2019 |
Cash flows from operating activities | (In Thousands) |
Net income | $ | 123,298 | | | $ | 121,762 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Net realized investment (gains) losses | (635) | | | 219 | |
| | | |
(Gain) loss from change in fair value of warrant liability | (4,286) | | | 6,025 | |
Depreciation and amortization | 7,378 | | | 6,661 | |
Net amortization of premium on investment securities | 2,116 | | | 943 | |
Amortization of debt discount and debt issuance costs | 3,600 | | | 754 | |
| | | |
| | | |
Deferred income taxes | 33,178 | | | 31,991 | |
Share-based compensation expense | 8,230 | | | 9,855 | |
Changes in operating assets and liabilities: | | | |
Premiums receivable | (2,074) | | | (9,723) | |
Accrued investment income | (2,935) | | | (1,191) | |
Prepaid expenses | (1,067) | | | (1,472) | |
Deferred policy acquisition costs, net | (3,222) | | | (9,802) | |
Other assets | (81) | | | (8,428) | |
Unearned premiums | (20,634) | | | (13,747) | |
Reserve for insurance claims and claim expenses | 63,478 | | | 7,694 | |
Reinsurance recoverable | (12,241) | | | (1,308) | |
Reinsurance balances, net | 2,857 | | | 529 | |
Accounts payable and accrued expenses | 18,017 | | | (1,195) | |
| | | |
Net cash provided by operating activities | 214,977 | | | 139,567 | |
Cash flows from investing activities | | | |
Purchase of short-term investments | (41,872) | | | (190,122) | |
Purchase of fixed-maturity investments, available-for-sale | (902,524) | | | (186,793) | |
Proceeds from maturity of short-term investments | 85,689 | | | 200,105 | |
Proceeds from redemptions, maturities and sale of fixed-maturity investments, available-for-sale | 346,931 | | | 66,996 | |
Software and equipment | (9,102) | | | (7,449) | |
Net cash (used in) investing activities | (520,878) | | | (117,263) | |
Cash flows from financing activities | | | |
Proceeds from issuance of common stock related to public offering, net of issuance costs | 219,687 | | | — | |
Proceeds from issuance of common stock related to employee equity plans | 3,407 | | | 13,733 | |
| | | |
Taxes paid related to net share settlement of equity awards | (7,465) | | | (14,317) | |
Proceeds from senior secured notes | 400,000 | | | — | |
| | | |
Repayments of term loan | (147,750) | | | (1,125) | |
Payments of debt issuance costs | (8,868) | | | — | |
Net cash provided by (used in) financing activities | 459,011 | | | (1,709) | |
| | | |
Net increase in cash, cash equivalents and restricted cash | 153,110 | | | 20,595 | |
Cash, cash equivalents and restricted cash, beginning of period | 41,089 | | | 25,294 | |
Cash, cash equivalents and restricted cash, end of period | $ | 194,199 | | | $ | 45,889 | |
| | | |
Supplemental disclosures of cash flow information | | | |
Interest paid | $ | 4,286 | | | $ | 8,060 | |
Income taxes refunded | $ | 76 | | | $ | 119 | |
(1) Reinsurance recoverable have been reclassified from "Reinsurance balance, net" in the prior period.
See accompanying notes to condensed consolidated financial statements (unaudited).
NMI HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Organization, Basis of Presentation and Summary of Accounting Principles
NMI Holdings, Inc. (NMIH) is a Delaware corporation, incorporated in May 2011, to provide private mortgage guaranty insurance (which we refer to as mortgage insurance or MI) through its wholly-owned insurance subsidiaries, National Mortgage Insurance Corporation (NMIC) and National Mortgage Reinsurance Inc One (Re One). Our common stock is listed on the NASDAQ exchange under the ticker symbol "NMIH."
In April 2013, NMIC, our primary insurance subsidiary, issued its first mortgage insurance policy. NMIC is licensed to write mortgage insurance in all 50 states and D.C. In August 2015, NMIH capitalized a wholly-owned subsidiary, NMI Services, Inc. (NMIS), through which we offer outsourced loan review services to mortgage loan originators.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements, which include the results of NMIH and its wholly-owned subsidiaries, have been prepared in accordance with the instructions to Form 10-Q as prescribed by the SEC for interim reporting and include other information and disclosures required by accounting principles generally accepted in the U.S. (GAAP). Our accounts are maintained in U.S. dollars. These statements should be read in conjunction with our consolidated financial statements and notes thereto for the year ended December 31, 2019, included in our 2019 10-K. All intercompany transactions have been eliminated. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities as of the balance sheet date. Estimates also affect the reported amounts of income and expenses for the reporting period. Actual results could differ from those estimates. Certain reclassifications to previously reported financial information have been made to conform to current period presentation. The results of operations for the interim period may not be indicative of the results that may be expected for the full year ending December 31, 2020.
COVID-19 Developments
On January 30, 2020, the World Health Organization (WHO) declared the outbreak of COVID-19 a global health emergency and characterized the outbreak as a global pandemic on March 11, 2020. In an effort to stem contagion and control the COVID-19 pandemic, the population at large has severely curtailed day-to-day activity and local, state and federal regulators have imposed a broad set of restrictions on personal and business conduct nationwide. The COVID-19 pandemic, along with the widespread public and regulatory response, has caused a dramatic slowdown in U.S. and global economic activity and a record number of Americans have been furloughed or laid-off.
The global dislocation caused by COVID-19 is unprecedented and, while there is broad hope for medical advances that might relieve the crisis and provide for a near-term return to normalized activity, it is not known how long the dislocation will persist and if or when any such medical advances may be developed or made available. In response to the COVID-19 outbreak and continuing uncertainties, we activated our business continuity program to ensure our employees are safe and able to continue serving our customers and their borrowers without interruption. We have also sought to broadly assess the impact that the COVID-19 outbreak has had and may continue to have on the U.S economy and housing market, and the implications for the mortgage insurance market, and our business performance and financial position, including our new business production, default and claims experience, and investment portfolio results. Given the uncertainty that remains, we cannot fully assess or estimate the ultimate impact of COVID-19.
Significant Accounting Principles
There have been no changes to our significant accounting principles as described in Item 8, "Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 2 - Summary of Accounting Principles" of our 2019 10-K, other than as noted in "Investments," "Premium Receivables," "Reinsurance" and "Recent Accounting Pronouncements - Adopted" below.
Investments
We hold all investments on an available-for-sale basis and evaluate each position quarterly for impairment. We recognize an impairment on a security through the statement of operations if (i) we intend to sell the impaired security; or (ii) it is more likely than not that we will be required to sell the impaired security prior to recovery of its amortized cost basis. If a sale is intended or likely to be required, we write down the amortized cost basis of the security to fair value and recognize the full amount of the impairment through the statement of operations as a "Realized Investment Loss."
NMI HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For securities in an unrealized loss position where a sale is not intended or likely to be required, we further assess if the decline in fair value below amortized cost is driven by a credit related impairment, considering several items including, but not limited to:
•the severity of the decline in fair value;
•the financial condition of the issuer;
•the failure of the issuer to make scheduled interest or principal payments;
•recent rating downgrades of the applicable security or issuer by one or more nationally recognized statistical ratings organization; and
•other adverse conditions related to or impacting the security or issuer.
To the extent we determine that a security impairment is credit-related, an impairment loss is recognized through the statement of operations as a provision for credit loss expense, and presented as a "Realized Investment Loss." We recognize an allowance for credit losses for the difference between the amortized cost and present value of future expected cash flows, limited by the amount the fair value of the security is below its amortized cost. Subsequent changes (favorable and unfavorable) in credit losses are recognized through the statement of operations as a provision for or a reversal of credit loss expense, and presented as a "Realized Investment Gain or Loss." The portion of a security impairment attributed to other non-credit related factors is recognized in other comprehensive income, net of taxes.
We have elected to present accrued interest receivable separately from available for sale securities on our consolidated balance sheet. Accrued interest receivable was $9.8 million as of September 30, 2020 and is included in "Accrued Investment Income." We have elected not to measure an allowance for credit losses for accrued interest receivable on available for sale securities. Accrued interest for available for sale securities is written off against interest income when the receivable has aged 90 days past due. We did not write off any accrued interest receivable during the three or nine months ended September 30, 2020.
Premiums Receivable
Premiums receivable consists of premiums due on our mortgage insurance policies. If a mortgage insurance premium is unpaid for more than 120 days, the associated receivable is written off against earned premium and the related insurance policy is canceled. We recognize an allowance for credit losses for premiums receivable based on credit losses expected to arise over the life of the receivable. Due to the nature of our insurance policies (a necessary precondition for access to mortgage credit for covered borrowers) and the short duration of the related receivables, we do not typically experience credit losses against our premium receivables and did not establish an allowance for credit loss at September 30, 2020.
Premiums receivable may be written off prior to 120 days in the ordinary course of business for non-credit events including, but not limited to, the modification or refinancing of an underlying insured loan. We have established a reserve for premium write-offs based on historical experience; such reserve was deemed to be immaterial at September 30, 2020.
Reinsurance
We account for premiums, claims and claim expenses that are ceded to reinsurers on a basis consistent with that which we use to account for the original policies we issue and pursuant to the terms of our reinsurance contracts. We account for premiums ceded or otherwise paid to reinsurers as a reduction to premium revenue.
NMIC has entered into quota share reinsurance treaties effective September 1, 2016 (the 2016 QSR Transaction), January 1, 2018 (the 2018 QSR Transaction) and April 1, 2020 (the 2020 QSR Transaction), which we refer to collectively as the QSR Transactions. We earn profit and ceding commissions in connection with the QSR Transactions. Profit commissions represent a percentage of the profits recognized by reinsurers that are returned to us, based on the level of claims and claim expenses that we cede. We recognize any profit commissions we earn as increases to premium revenue. Ceding commissions are calculated as a percentage of ceded written premiums under the 2016 QSR Transaction and as a percentage of ceded earned premiums under the 2018 and 2020 QSR Transactions, and are intended to cover our costs of acquiring and servicing direct policies. We recognize any ceding commissions we earn in a manner consistent with our recognition of earnings on the underlying insurance policies, over the terms of the policies reinsured. We account for ceding commissions earned as a reduction to underwriting and operating expenses.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Under the QSR Transactions, we cede a portion of claims and claim expense reserves to our reinsurers, and account for such ceded reserves as "Reinsurance Recoverables" on the consolidated balance sheets and such ceded claims as reductions to claims expenses on the consolidated statements of operations. As of September 30, 2020, we had $17.2 million of reinsurance recoverables under the QSR Transactions. We remain directly liable for all claim payments if we are unable to collect the recoverables due from our reinsurers and, as such, we actively monitor and manage our counterparty credit exposure to our reinsurance providers. We establish an allowance for expected credit loss against our reinsurance recoverables if we do not expect to recover amounts due from one or more of our reinsurance counterparties, and report our reinsurance recoverables net of such allowance, if any. We actively monitor the counterparty credit profiles of our reinsurers and each is required to partially collateralize its obligations under the terms of our QSR Transactions. As of September 30, 2020, we did not recognize any allowance for credit loss with respect to our reinsurance recoverables.
Variable Interest Entities
NMIC is a party to reinsurance agreements with Oaktown Re Ltd., Oaktown Re II Ltd., Oaktown Re III Ltd. and Oaktown Re IV Ltd. (special purpose reinsurance entities collectively referred to as the Oaktown Re Vehicles) effective May 2, 2017, July 25, 2018, July 30, 2019 and July 30, 2020, respectively. At inception of the respective reinsurance agreements, we determined that each of the Oaktown Re Vehicles were variable interest entities (VIEs), as defined under GAAP Accounting Standards Codification (ASC) 810, because they did not have sufficient equity at risk to finance their respective activities. We evaluated the VIEs at inception to determine whether NMIC was the primary beneficiary under each deal and, if so, whether we were required to consolidate the assets and liabilities of each VIE. The primary beneficiary of a VIE is an enterprise that (1) has the power to direct the activities of the VIE, which most significantly impact its economic performance and (2) has significant economic exposure to the VIE, i.e., the obligation to absorb losses or receive benefits that could potentially be significant. The determination of whether an entity is the primary beneficiary of a VIE is complex and requires management judgment regarding determinative factors, including the expected results of the VIE and how those results are absorbed by beneficial interest holders, as well as which party has the power to direct activities that most significantly impact the performance of the VIE. We concluded that we are not the primary beneficiary of each VIE and as such, we do not consolidate them in our consolidated financial statements.
Recent Accounting Pronouncements - Adopted
In June 2016, the Financial Accounting Standard Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments-Credit Losses (Topic 326) and subsequently issued amendments to the initial guidance: ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses (Topic 815), Derivatives and Hedging, and Topic 825, Financial Instruments, ASU 2019-05, Financial Instruments-Credit Losses: Targeted Transition Relief, and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses. These updates will require companies to measure and establish reserves for lifetime expected credit losses on many financial assets held at a given reporting date. Under the guidance, the methodology for measuring lifetime credit losses shifts from an incurred loss model, whereby losses are only recognized once probable and estimable, to a current expected credit loss (CECL) model, whereby losses are recognized upfront based on a future economic forecast. Credit losses relating to available-for-sale fixed maturity securities are recorded through an allowance for credit losses, rather than a write-down of the asset as was required, with the amount of the allowance limited to the amount by which fair value is less than amortized cost. The length of time an available-for sale fixed maturity security has been held in an unrealized loss position will no longer impact its credit loss determination. We adopted these updates on January 1, 2020. Adoption of the updated standards did not have a material impact on our consolidated financial statements, and had no impact on our accounting for insurance claims and claim expenses as these items are not in scope of the guidance.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820). This update modifies the fair value measurement disclosure requirements of ASC 820. We adopted this ASU on January 1, 2020 and determined it did not have a material impact on our consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). This update applies to cloud computing arrangements structured as service contracts, and provides companies with guidance on the criteria for capitalizing implementation, set-up and other up-front costs incurred in association with these arrangements. We adopted this ASU on January 1, 2020 and applied it on a prospective basis for eligible costs incurred after the effective date. The adoption of this ASU did not have a material impact on our consolidated financial statements.
Recent Accounting Pronouncements - Not Yet Adopted
In August 2018, the FASB issued ASU 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts. This update provides guidance to the existing recognition, measurement, presentation and disclosure requirements for
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
long-duration contracts issued by an insurance entity. The FASB subsequently issued ASU 2019-09 in November 2019, which amended the effective date for this standard. The standard will now take effect for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. We are currently evaluating the impact the adoption of this ASU will have, if any, on our consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). This update eliminates certain exceptions for recognizing deferred taxes for investments, performing intra-period allocations and calculating income taxes in interim periods. The ASU also includes guidance to reduce complexity in certain income tax areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The standard will take effect for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. We will adopt these updates on January 1, 2021 and do not expect them to have material impacts on our consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). This update provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting. Reference rate reform refers to the global transition away from referencing the London Interbank Offered Rate (LIBOR) in financial contracts, which is expected to be discontinued in 2021. The ASU includes optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The standard is effective immediately through December 31, 2022 for all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. We are currently evaluating the impact the adoption of this ASU would have, if any, to our contract modifications that are affected by the discontinuation of LIBOR.
In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity's Own Equity (Subtopic 815-40). This update simplifies the accounting for convertible instruments and contracts on an entity's own equity, including warrants, eliminating certain triggers for derivative accounting. The standard will take effect for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We are currently evaluating the impact the adoption of this ASU will have, if any, on our consolidated financial statements, including our warrant liability.
2. Investments
We hold all investments on an available-for-sale basis and evaluate each position quarterly for impairment. We recognize an impairment on a security through the statement of operations if (i) we intend to sell the impaired security; or (ii) it is more likely than not that we will be required to sell the impaired security prior to recovery of its amortized cost basis. If a sale is intended or likely to be required, we write down the amortized cost basis of the security to fair value and recognize the full amount of the impairment through the statement of operations as a "Realized Investment Loss." To the extent we determine that a security impairment is credit-related, an impairment loss is recognized through the statement of operations as a provision for credit loss expense. The portion of a security impairment attributed to other non-credit related factors is recognized in other comprehensive income, net of taxes.
Fair Values and Gross Unrealized Gains and Losses on Investments
| | | | | | | | | | | | | | | | | | | | | | | |
| Amortized Cost | | Gross Unrealized | | Fair Value |
| | Gains | | Losses | |
As of September 30, 2020 | (In Thousands) |
U.S. Treasury securities and obligations of U.S. government agencies | $ | 31,204 | | | $ | 2,393 | | | $ | — | | | $ | 33,597 | |
Municipal debt securities | 318,436 | | | 11,139 | | | (24) | | | 329,551 | |
Corporate debt securities | 1,144,217 | | | 49,583 | | | (703) | | | 1,193,097 | |
Asset-backed securities | 130,757 | | | 2,486 | | | (29) | | | 133,214 | |
Total bonds | 1,624,614 | | | 65,601 | | | (756) | | | 1,689,459 | |
| | | | | | | |
Short-term investments | 356 | | | — | | | — | | | 356 | |
Total investments | $ | 1,624,970 | | | $ | 65,601 | | | $ | (756) | | | $ | 1,689,815 | |
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | |
| Amortized Cost | | Gross Unrealized | | Fair Value |
| | Gains | | Losses | |
As of December 31, 2019 | (In Thousands) |
U.S. Treasury securities and obligations of U.S. government agencies | $ | 48,203 | | | $ | 784 | | | $ | (58) | | | $ | 48,929 | |
Municipal debt securities | 189,530 | | | 1,721 | | | (1,035) | | | 190,216 | |
Corporate debt securities | 661,719 | | | 23,373 | | | (211) | | | 684,881 | |
Asset-backed securities | 170,153 | | | 2,603 | | | (114) | | | 172,642 | |
Total bonds | 1,069,605 | | | 28,481 | | | (1,418) | | | 1,096,668 | |
| | | | | | | |
Short-term investments | 44,174 | | | 98 | | | — | | | 44,272 | |
Total investments | $ | 1,113,779 | | | $ | 28,579 | | | $ | (1,418) | | | $ | 1,140,940 | |
We did not own any mortgage-backed securities in our asset-backed securities portfolio at September 30, 2020 or December 31, 2019. We periodically recognize unsettled trades payable or receivable in connection with our investing activity. Unsettled trades payable represent funds due for investments purchased at period end. Unsettled trades receivable represent funds due for investments sold at period end.
The following table presents a breakdown of the fair value of our corporate debt securities by issuer industry group as of September 30, 2020 and December 31, 2019:
| | | | | | | | | | | |
| September 30, 2020 | | December 31, 2019 |
Financial | 36 | % | | 38 | % |
Consumer | 24 | | | 26 | |
Utilities | 11 | | | 9 | |
Communications | 11 | | | 10 | |
Technology | 10 | | | 7 | |
Industrial | 8 | | | 8 | |
Energy | — | | | 2 | |
| | | |
Total | 100 | % | | 100 | % |
As of September 30, 2020 and December 31, 2019, approximately $5.7 million and $5.5 million, respectively, of our cash and investments were held in the form of U.S. Treasury securities on deposit with various state insurance departments to satisfy regulatory requirements.
Scheduled Maturities
The amortized cost and fair value of available-for-sale securities as of September 30, 2020 and December 31, 2019, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Because most asset-backed securities provide for periodic payments throughout their lives, they are listed below in a separate category.
| | | | | | | | | | | |
As of September 30, 2020 | Amortized Cost | | Fair Value |
| (In Thousands) |
Due in one year or less | $ | 79,742 | | | $ | 80,330 | |
Due after one through five years | 479,455 | | | 504,960 | |
Due after five through ten years | 912,664 | | | 947,919 | |
Due after ten years | 22,352 | | | 23,392 | |
Asset-backed securities | 130,757 | | | 133,214 | |
Total investments | $ | 1,624,970 | | | $ | 1,689,815 | |
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| | | | | | | | | | | |
As of December 31, 2019 | Amortized Cost | | Fair Value |
| (In Thousands) |
Due in one year or less | $ | 138,776 | | | $ | 139,113 | |
Due after one through five years | 406,986 | | | 417,208 | |
Due after five through ten years | 380,737 | | | 394,180 | |
Due after ten years | 17,127 | | | 17,797 | |
Asset-backed securities | 170,153 | | | 172,642 | |
Total investments | $ | 1,113,779 | | | $ | 1,140,940 | |
Aging of Unrealized Losses
As of September 30, 2020, the investment portfolio had gross unrealized losses of $0.8 million, of which $28 thousand had been in an unrealized loss position for a period of 12 months or longer. For those securities in an unrealized loss position, the length of time the length of time the securities were in such a position is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 September 30, 2020 | | (Dollars in Thousands) |
| | | | | | | | | | | |
Municipal debt securities | 9 | | $ | 15,706 | | $ | (24) | | | — | | $ | — | | $ | — | | | 9 | | $ | 15,706 | | $ | (24) | |
Corporate debt securities | 20 | | 101,088 | | (702) | | | 1 | | 33 | | (1) | | | 21 | | 101,121 | | (703) | |
Asset-backed securities | 2 | | 7,311 | | (2) | | | 1 | | 2,724 | | (27) | | | 3 | | 10,035 | | (29) | |
| | | | | | | | | | | |
Total | 31 | | $ | 124,105 | | $ | (728) | | | 2 | | $ | 2,757 | | $ | (28) | | | 33 | | $ | 126,862 | | $ | (756) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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, 2019 | | (Dollars in Thousands) |
U.S. Treasury securities and obligations of U.S. government agencies | 4 | | $ | 12,001 | | $ | (58) | | | — | | $ | — | | $ | — | | | 4 | | $ | 12,001 | | $ | (58) | |
Municipal debt securities | 26 | | 92,844 | | (1,034) | | | 1 | | 999 | | (1) | | | 27 | | 93,843 | | (1,035) | |
Corporate debt securities | 10 | | 30,481 | | (140) | | | 14 | | 23,976 | | (71) | | | 24 | | 54,457 | | (211) | |
Asset-backed securities | 9 | | 19,236 | | (102) | | | 1 | | 2,988 | | (12) | | | 10 | | 22,224 | | (114) | |
Total | 49 | | $ | 154,562 | | $ | (1,334) | | | 16 | | $ | 27,963 | | $ | (84) | | | 65 | | $ | 182,525 | | $ | (1,418) | |
Allowance for credit losses
As of September 30, 2020, we did not recognize an allowance for credit loss for any security in the investment portfolio and we did not record any provision for credit loss for investment securities during the three and nine months ended September 30, 2020. Based on current facts and circumstances, we believe the unrealized losses as of September 30, 2020 are not indicative of the ultimate collectability of the current amortized cost of the securities.
During the nine months ended September 30, 2019, we recognized $0.4 million other-than-temporarily impaired (OTTI) losses in connection with the planned sale of a security that was disposed of in April 2019.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Net Investment Income
The following table presents the components of net investment income:
| | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended September 30, | | For the nine months ended September 30, |
| 2020 | | 2019 | | 2020 | | 2019 |
| (In Thousands) |
Investment income | $ | 8,624 | | | $ | 8,003 | | | $ | 24,293 | | | $ | 23,240 | |
Investment expenses | (287) | | | (121) | | | (782) | | | (346) | |
Net investment income | $ | 8,337 | | | $ | 7,882 | | | $ | 23,511 | | | $ | 22,894 | |
The following table presents the components of net realized investment gains (losses):
| | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended September 30, | | For the nine months ended September 30, |
| 2020 | | 2019 | | 2020 | | 2019 |
| (In Thousands) |
Gross realized investment gains | $ | — | | | $ | 81 | | | $ | 5,126 | | | $ | 297 | |
Gross realized investment losses | (4) | | | — | | | (4,491) | | | (516) | |
Net realized investment (losses) gains | $ | (4) | | | $ | 81 | | | $ | 635 | | | $ | (219) | |
3. Fair Value of Financial Instruments
The following describes the valuation techniques used by us to determine the fair value of our financial instruments:
We established a fair value hierarchy by prioritizing the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under this standard are described below:
Level 1 - Fair value measurements based on quoted prices in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets. We do not adjust the quoted price for such instruments.
Level 2 - Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 - Fair value measurements based on valuation techniques that use significant inputs that are unobservable. Both observable and unobservable inputs may be used to determine the fair values of positions classified in Level 3. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability. Therefore, we must make certain assumptions, which require significant management judgment or estimation about the inputs a hypothetical market participant would use to value that asset or liability.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
Assets classified as Level 1 and Level 2
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
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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. Quality controls are performed by the independent pricing sources throughout this process, which include reviewing tolerance reports, trading information and data changes, and directional moves compared to market moves. This model combines all inputs to arrive at a value assigned to each security. We have not made any adjustments to the prices obtained from the independent pricing sources.
Liabilities classified as Level 3
We calculate the fair value of outstanding warrants utilizing Level 3 inputs, including a Black-Scholes option-pricing model, in combination with a binomial model, and we value the pricing protection features within the warrants using a Monte-Carlo simulation model. Variables in the model include the risk-free rate of return, dividend yield, expected life and expected volatility of our stock price.
The following tables present the level within the fair value hierarchy at which our financial instruments were measured:
| | | | | | | | | | | | | | | | | | | | | | | |
| 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 September 30, 2020 | (In Thousands) |
U.S. Treasury securities and obligations of U.S. government agencies | $ | 33,597 | | | $ | — | | | $ | — | | | $ | 33,597 | |
Municipal debt securities | — | | | 329,551 | | | — | | | 329,551 | |
Corporate debt securities | — | | | 1,193,097 | | | — | | | 1,193,097 | |
Asset-backed securities | — | | | 133,214 | | | — | | | 133,214 | |
| | | | | | | |
Cash, cash equivalents and short-term investments | 194,555 | | | — | | | — | | | 194,555 | |
Total assets | $ | 228,152 | | | $ | 1,655,862 | | | $ | — | | | $ | 1,884,014 | |
Warrant liability | — | | | — | | | 3,135 | | | 3,135 | |
Total liabilities | $ | — | | | $ | — | | | $ | 3,135 | | | $ | 3,135 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| 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) | | |