Companies:
10,786
total market cap:
$133.918 T
Sign In
๐บ๐ธ
EN
English
$ USD
โฌ
EUR
๐ช๐บ
โน
INR
๐ฎ๐ณ
ยฃ
GBP
๐ฌ๐ง
$
CAD
๐จ๐ฆ
$
AUD
๐ฆ๐บ
$
NZD
๐ณ๐ฟ
$
HKD
๐ญ๐ฐ
$
SGD
๐ธ๐ฌ
Global ranking
Ranking by countries
America
๐บ๐ธ United States
๐จ๐ฆ Canada
๐ฒ๐ฝ Mexico
๐ง๐ท Brazil
๐จ๐ฑ Chile
Europe
๐ช๐บ European Union
๐ฉ๐ช Germany
๐ฌ๐ง United Kingdom
๐ซ๐ท France
๐ช๐ธ Spain
๐ณ๐ฑ Netherlands
๐ธ๐ช Sweden
๐ฎ๐น Italy
๐จ๐ญ Switzerland
๐ต๐ฑ Poland
๐ซ๐ฎ Finland
Asia
๐จ๐ณ China
๐ฏ๐ต Japan
๐ฐ๐ท South Korea
๐ญ๐ฐ Hong Kong
๐ธ๐ฌ Singapore
๐ฎ๐ฉ Indonesia
๐ฎ๐ณ India
๐ฒ๐พ Malaysia
๐น๐ผ Taiwan
๐น๐ญ Thailand
๐ป๐ณ Vietnam
Others
๐ฆ๐บ Australia
๐ณ๐ฟ New Zealand
๐ฎ๐ฑ Israel
๐ธ๐ฆ Saudi Arabia
๐น๐ท Turkey
๐ท๐บ Russia
๐ฟ๐ฆ South Africa
>> All Countries
Ranking by categories
๐ All assets by Market Cap
๐ Automakers
โ๏ธ Airlines
๐ซ Airports
โ๏ธ Aircraft manufacturers
๐ฆ Banks
๐จ Hotels
๐ Pharmaceuticals
๐ E-Commerce
โ๏ธ Healthcare
๐ฆ Courier services
๐ฐ Media/Press
๐ท Alcoholic beverages
๐ฅค Beverages
๐ Clothing
โ๏ธ Mining
๐ Railways
๐ฆ Insurance
๐ Real estate
โ Ports
๐ผ Professional services
๐ด Food
๐ Restaurant chains
โ๐ป Software
๐ Semiconductors
๐ฌ Tobacco
๐ณ Financial services
๐ข Oil&Gas
๐ Electricity
๐งช Chemicals
๐ฐ Investment
๐ก Telecommunication
๐๏ธ Retail
๐ฅ๏ธ Internet
๐ Construction
๐ฎ Video Game
๐ป Tech
๐ฆพ AI
>> All Categories
ETFs
๐ All ETFs
๐๏ธ Bond ETFs
๏ผ Dividend ETFs
โฟ Bitcoin ETFs
โข Ethereum ETFs
๐ช Crypto Currency ETFs
๐ฅ Gold ETFs & ETCs
๐ฅ Silver ETFs & ETCs
๐ข๏ธ Oil ETFs & ETCs
๐ฝ Commodities ETFs & ETNs
๐ Emerging Markets ETFs
๐ Small-Cap ETFs
๐ Low volatility ETFs
๐ Inverse/Bear ETFs
โฌ๏ธ Leveraged ETFs
๐ Global/World ETFs
๐บ๐ธ USA ETFs
๐บ๐ธ S&P 500 ETFs
๐บ๐ธ Dow Jones ETFs
๐ช๐บ Europe ETFs
๐จ๐ณ China ETFs
๐ฏ๐ต Japan ETFs
๐ฎ๐ณ India ETFs
๐ฌ๐ง UK ETFs
๐ฉ๐ช Germany ETFs
๐ซ๐ท France ETFs
โ๏ธ Mining ETFs
โ๏ธ Gold Mining ETFs
โ๏ธ Silver Mining ETFs
๐งฌ Biotech ETFs
๐ฉโ๐ป Tech ETFs
๐ Real Estate ETFs
โ๏ธ Healthcare ETFs
โก Energy ETFs
๐ Renewable Energy ETFs
๐ก๏ธ Insurance ETFs
๐ฐ Water ETFs
๐ด Food & Beverage ETFs
๐ฑ Socially Responsible ETFs
๐ฃ๏ธ Infrastructure ETFs
๐ก Innovation ETFs
๐ Semiconductors ETFs
๐ Aerospace & Defense ETFs
๐ Cybersecurity ETFs
๐ฆพ Artificial Intelligence ETFs
Watchlist
Account
Essent Group
ESNT
#2895
Rank
$5.52 B
Marketcap
๐ง๐ฒ
Country
$58.44
Share price
0.41%
Change (1 day)
1.79%
Change (1 year)
๐ฆ Insurance
๐ณ Financial services
Categories
Market cap
Revenue
Earnings
Price history
P/E ratio
P/S ratio
More
Price history
P/E ratio
P/S ratio
P/B ratio
Operating margin
EPS
Dividends
Dividend yield
Shares outstanding
Fails to deliver
Cost to borrow
Total assets
Total liabilities
Total debt
Cash on Hand
Net Assets
Annual Reports
Annual Reports (10-K)
ESG Reports
Sustainability Reports
Essent Group
Quarterly Reports (10-Q)
Financial Year FY2015 Q2
Essent Group - 10-Q quarterly report FY2015 Q2
Text size:
Small
Medium
Large
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended
June 30, 2015
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 001-36157
ESSENT GROUP LTD.
(Exact name of registrant as specified in its charter)
Bermuda
Not Applicable
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
Clarendon House
2 Church Street
Hamilton HM11, Bermuda
(Address of principal executive offices and zip code)
(441) 297-9901
(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
ý
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes
ý
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.
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
ý
The number of the registrant’s common shares outstanding as of
August 3, 2015
was
92,655,155
.
Table of Contents
Essent Group Ltd. and Subsidiaries
Form 10-Q
Index
PART I.
FINANCIAL INFORMATION
1
Item 1.
Financial Statements (Unaudited)
1
Condensed Consolidated Balance Sheets (Unaudited)
1
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
2
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
3
Condensed Consolidated Statements of Cash Flows (Unaudited)
4
Notes to Condensed Consolidated Financial Statements (Unaudited)
5
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
19
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
36
Item 4.
Controls and Procedures
36
PART II.
OTHER INFORMATION
37
Item 1.
Legal Proceedings
37
Item 1A.
Risk Factors
37
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
37
Item 5.
Other Information
37
Item 6.
Exhibits
38
SIGNATURES
39
EXHIBIT INDEX
40
i
Table of Contents
Unless the context otherwise indicates or requires, the terms “we,” “our,” “us,” “Essent,” and the “Company,” as used in this Quarterly Report on Form 10-Q, refer to Essent Group Ltd. and its directly and indirectly owned subsidiaries, including our primary operating subsidiary, Essent Guaranty, Inc., as a combined entity, except where otherwise stated or where it is clear that the terms mean only Essent Group Ltd. exclusive of its subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, or Quarterly Report, includes forward-looking statements pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts or present facts or conditions, such as statements regarding our future financial condition or results of operations, our prospects and strategies for future growth, the introduction of new merchandise, and the implementation of our marketing and branding strategies. In many cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or the negative of these terms or other comparable terminology.
The forward-looking statements contained in this Quarterly Report reflect our views as of the date of this Quarterly Report about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity, performance or achievements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to, those factors described below, factors described in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report, and factors described in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended
December 31, 2014
filed with the Securities and Exchange Commission. These factors include, without limitation, the following:
•
changes in or to Fannie Mae and Freddie Mac, which we refer to collectively as the GSEs, whether through Federal legislation, restructurings or a shift in business practices;
•
failure to continue to meet the mortgage insurer eligibility requirements of the GSEs;
•
competition for our customers;
•
decline in new insurance written, or NIW, and franchise value due to loss of a significant customer;
•
lenders or investors seeking alternatives to private mortgage insurance;
•
increase in the number of loans insured through Federal government mortgage insurance programs, including those offered by the Federal Housing Administration;
•
decline in the volume of low down payment mortgage originations;
•
uncertainty of loss reserve estimates;
•
decrease in the length of time our insurance policies are in force;
•
deteriorating economic conditions;
•
the definition of “Qualified Mortgage” reducing the size of the mortgage origination market or creating incentives to use government mortgage insurance programs;
•
the definition of “Qualified Residential Mortgage” reducing the number of low down payment loans or lenders and investors seeking alternatives to private mortgage insurance;
•
the implementation of the Basel III Capital Accord, which may discourage the use of private mortgage insurance;
•
management of risk in our investment portfolio;
ii
Table of Contents
•
fluctuations in interest rates;
•
inadequacy of the premiums we charge to compensate for our losses incurred;
•
dependence on management team and qualified personnel;
•
disturbance to our information technology systems;
•
change in our customers’ capital requirements discouraging the use of mortgage insurance;
•
declines in the value of borrowers’ homes;
•
limited availability of capital;
•
unanticipated claims arise under and risks associated with our contract underwriting program;
•
industry practice that loss reserves are established only upon a loan default;
•
disruption in mortgage loan servicing;
•
risk of future legal proceedings;
•
customers’ technological demands;
•
our non-U.S. operations becoming subject to U.S. Federal income taxation;
•
becoming considered a passive foreign investment company for U.S. Federal income tax purposes;
•
scope of recently enacted legislation is uncertain; and
•
potential inability of our insurance subsidiaries to pay dividends.
Readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. All of the forward-looking statements we have included in this Quarterly Report are based on information available to us on the date of this Quarterly Report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as otherwise required by law.
iii
Table of Contents
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Essent Group Ltd. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
June 30,
December 31,
(In thousands, except per share amounts)
2015
2014
Assets
Investments available for sale, at fair value
Fixed maturities (amortized cost: 2015 — $1,063,073; 2014 — $840,213)
$
1,064,013
$
846,925
Short-term investments (amortized cost: 2015 — $95,366; 2014 — $210,688)
95,366
210,688
Total investments
1,159,379
1,057,613
Cash
25,590
24,411
Accrued investment income
6,943
5,748
Accounts receivable
14,972
15,810
Deferred policy acquisition costs
10,546
9,597
Property and equipment (at cost, less accumulated depreciation of $40,841 in 2015 and $39,260 in 2014)
8,631
5,841
Prepaid federal income tax
95,173
59,673
Other assets
6,254
2,768
Total assets
$
1,327,488
$
1,181,461
Liabilities and Stockholders’ Equity
Liabilities
Reserve for losses and LAE
$
11,931
$
8,427
Unearned premium reserve
178,205
156,948
Accrued payroll and bonuses
8,763
14,585
Net deferred tax liability
64,161
37,092
Securities purchases payable
26,897
227
Other accrued liabilities
9,758
8,444
Total liabilities
299,715
225,723
Commitments and contingencies
Stockholders’ Equity
Common shares, $0.015 par value:
Authorized - 233,333; issued — 92,659 shares in 2015 and 92,546 shares in 2014
1,390
1,388
Additional paid-in capital
897,167
893,285
Accumulated other comprehensive income
787
4,667
Retained earnings
128,429
56,398
Total stockholders’ equity
1,027,773
955,738
Total liabilities and stockholders’ equity
$
1,327,488
$
1,181,461
See accompanying notes to condensed consolidated financial statements.
1
Table of Contents
Essent Group Ltd. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
(In thousands, except per share amounts)
2015
2014
2015
2014
Revenues:
Net premiums written
$
92,399
$
63,505
$
174,656
$
115,697
Increase in unearned premiums
(14,038
)
(13,163
)
(21,257
)
(20,605
)
Net premiums earned
78,361
50,342
153,399
95,092
Net investment income
4,720
3,080
9,000
4,978
Realized investment gains, net
568
68
1,217
468
Other income
418
793
462
1,566
Total revenues
84,067
54,283
164,078
102,104
Losses and expenses:
Provision for losses and LAE
2,314
966
4,313
1,868
Other underwriting and operating expenses
27,148
23,648
54,646
47,107
Total losses and expenses
29,462
24,614
58,959
48,975
Income before income taxes
54,605
29,669
105,119
53,129
Income tax expense
17,412
10,114
33,088
18,568
Net income
$
37,193
$
19,555
$
72,031
$
34,561
Earnings per share:
Basic
$
0.41
$
0.23
$
0.80
$
0.42
Diluted
$
0.41
$
0.23
$
0.79
$
0.41
Weighted average shares outstanding:
Basic
90,344
83,276
90,265
83,071
Diluted
91,674
84,706
91,594
84,701
Net income
$
37,193
$
19,555
$
72,031
$
34,561
Other comprehensive income (loss):
Change in unrealized (depreciation) appreciation of investments, net of tax (benefit) expense of ($4,002) and $2,095 in the three months ended June 30, 2015 and 2014 and ($1,892) and $2,465 in the six months ended June 30, 2015 and 2014
(8,769
)
4,915
(3,880
)
5,394
Total other comprehensive income (loss)
(8,769
)
4,915
(3,880
)
5,394
Comprehensive income
$
28,424
$
24,470
$
68,151
$
39,955
See accompanying notes to condensed consolidated financial statements.
2
Table of Contents
Essent Group Ltd. and Subsidiaries
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
(In thousands)
Common
Shares
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
(Accumulated
Deficit)
Treasury
Stock
Total
Stockholders’
Equity
Balance at January 1, 2014
$
1,297
$
754,390
$
(1,447
)
$
(32,099
)
$
—
$
722,141
Net income
88,497
88,497
Other comprehensive income (loss)
6,114
6,114
Issuance of common shares net of issuance cost of $6,761
90
126,649
126,739
Issuance of management incentive shares
2
414
416
Forfeiture of management incentive shares
—
—
—
Stock-based compensation expense
12,520
12,520
Excess tax benefits from stock-based compensation expense
1,809
1,809
Treasury stock acquired
(2,498
)
(2,498
)
Cancellation of treasury stock
(1
)
(2,497
)
2,498
—
Balance at December 31, 2014
$
1,388
$
893,285
$
4,667
$
56,398
$
—
$
955,738
Net income
72,031
72,031
Other comprehensive income (loss)
(3,880
)
(3,880
)
Issuance of management incentive shares
6
(6
)
—
Forfeiture of management incentive shares
(1
)
1
—
Stock-based compensation expense
6,596
6,596
Excess tax benefits from stock-based compensation expense
2,332
2,332
Treasury stock acquired
(5,078
)
(5,078
)
Cancellation of treasury stock
(3
)
(5,075
)
5,078
—
Other equity transactions
34
34
Balance at June 30, 2015
$
1,390
$
897,167
$
787
$
128,429
$
—
$
1,027,773
See accompanying notes to condensed consolidated financial statements.
3
Table of Contents
Essent Group Ltd. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended June 30,
(In thousands)
2015
2014
Operating Activities
Net income
$
72,031
$
34,561
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on the sale of investments, net
(1,217
)
(468
)
Depreciation and amortization
1,581
1,217
Amortization of discount on payments due under Asset Purchase Agreement
—
34
Stock-based compensation expense
6,596
6,148
Amortization of premium on investment securities
4,835
2,835
Deferred income tax provision
28,961
17,312
Excess tax benefits from stock-based compensation
(2,332
)
(1,683
)
Change in:
Accrued investment income
(1,195
)
(2,663
)
Accounts receivable
(1,162
)
(1,743
)
Deferred policy acquisition costs
(949
)
(1,366
)
Prepaid federal income tax
(35,500
)
(26,000
)
Other assets
(3,486
)
825
Reserve for losses and LAE
3,504
1,436
Unearned premium reserve
21,257
20,605
Accrued liabilities
(3,078
)
(5,803
)
Net cash provided by operating activities
89,846
45,247
Investing Activities
Net change in short-term investments
115,322
(159,089
)
Purchase of investments available for sale
(417,541
)
(427,964
)
Proceeds from maturity of investments available for sale
7,525
16,832
Proceeds from sales of investments available for sale
212,208
67,209
Purchase of property and equipment, net
(2,932
)
(1,671
)
Net cash used in investing activities
(85,418
)
(504,683
)
Financing Activities
Treasury stock acquired
(5,078
)
(2,385
)
Payment of offering costs
(537
)
(837
)
Excess tax benefits from stock-based compensation
2,332
1,683
Payments under Asset Purchase Agreement
—
(2,500
)
Other financing activities
34
—
Net cash used in financing activities
(3,249
)
(4,039
)
Net increase (decrease) in cash
1,179
(463,475
)
Cash at beginning of year
24,411
477,655
Cash at end of period
$
25,590
$
14,180
Supplemental Disclosure of Cash Flow Information
Income tax (payments) refunds
$
(5,000
)
$
—
Noncash Transactions
Issuance of management incentive shares
$
—
$
416
See accompanying notes to condensed consolidated financial statements.
4
Table of Contents
Essent Group Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
In these notes to condensed consolidated financial statements, “Essent”, “Company”, “we”, “us”, and “our” refer to Essent Group Ltd. and its subsidiaries, unless the context otherwise requires.
Note 1. Nature of Operations and Basis of Presentation
Essent Group Ltd. (“Essent Group”) is a Bermuda-based holding company, which, through its wholly-owned subsidiaries, offers private mortgage insurance and reinsurance for mortgages secured by residential properties located in the United States. Mortgage insurance facilitates the sale of low-down payment (generally less than
20%
) mortgage loans into the secondary mortgage market, primarily to two government-sponsored enterprises (“GSEs”), Fannie Mae and Freddie Mac. Essent Group was incorporated in Bermuda in July 2008. In March 2014, Essent Group formed Essent Irish Intermediate Holdings Limited (“Essent Irish Intermediate”) as a wholly-owned subsidiary. In April 2014, Essent Group contributed all of the outstanding stock of Essent US Holdings, Inc. (“Essent Holdings”) to Essent Irish Intermediate. The primary mortgage insurance operations are conducted through Essent Holdings’ regulated and licensed wholly-owned subsidiaries, Essent Guaranty, Inc. (“Essent Guaranty”) and Essent Guaranty of PA, Inc. (“Essent PA”). Essent Group also has a wholly-owned Bermuda domiciled Class 3A Insurer licensed pursuant to Section 4 of the Bermuda Insurance Act 1978, Essent Reinsurance Ltd. (“Essent Re”), which offers mortgage-related insurance and reinsurance.
We have prepared the condensed consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). We have condensed or omitted certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) pursuant to such rules and regulations. In the opinion of management, the statements include all adjustments (which include normal recurring adjustments) required for a fair statement of financial position, results of operations and cash flows for the interim periods presented. These statements should be read in conjunction with the consolidated financial statements and notes thereto, including Note 1 and Note 2 to the consolidated financial statements, included in our Annual Report on Form 10-K for the year ended
December 31, 2014
, which discloses the principles of consolidation and a summary of significant accounting policies. The results of operations for the interim periods are not necessarily indicative of the results for the full year. We evaluated the need to recognize or disclose events that occurred subsequent to
June 30, 2015
prior to the issuance of these condensed consolidated financial statements.
Certain amounts in prior years have been reclassified to conform to the current year presentation.
5
Table of Contents
Essent Group Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 2
. Investments Available for Sale
Investments available for sale consist of the following:
June 30, 2015 (In thousands)
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair
Value
U.S. Treasury securities
$
166,269
$
630
$
(718
)
$
166,181
U.S. agency securities
3,176
20
—
3,196
U.S. agency mortgage-backed securities
103,599
1,028
(391
)
104,236
Municipal debt securities(1)
260,051
2,816
(1,980
)
260,887
Corporate debt securities
363,658
1,361
(1,387
)
363,632
Mortgage-backed securities
51,292
252
(794
)
50,750
Asset-backed securities
130,025
269
(166
)
130,128
Money market funds
80,369
—
—
80,369
Total investments available for sale
$
1,158,439
$
6,376
$
(5,436
)
$
1,159,379
December 31, 2014 (In thousands)
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair
Value
U.S. Treasury securities
$
73,432
$
927
$
(143
)
$
74,216
U.S. agency securities
4,491
29
—
4,520
U.S. agency mortgage-backed securities
82,190
1,564
(214
)
83,540
Municipal debt securities(1)
191,723
4,147
(324
)
195,546
Corporate debt securities
295,507
2,123
(801
)
296,829
Mortgage-backed securities
66,396
574
(884
)
66,086
Asset-backed securities
126,474
136
(422
)
126,188
Money market funds
210,688
—
—
210,688
Total investments available for sale
$
1,050,901
$
9,500
$
(2,788
)
$
1,057,613
(1)
At
June 30, 2015
, approximately
67.6%
of municipal debt securities were special revenue bonds,
28.9%
were general obligation bonds,
2.4%
were certificate of participation bonds and
1.1%
were tax allocation bonds. At
December 31, 2014
, approximately
59.7%
of municipal debt securities were special revenue bonds,
37.5%
were general obligation bonds,
1.5%
were tax allocation bonds,
0.8%
were certificate of participation bonds and
0.5%
were special assessment bonds.
6
Table of Contents
Essent Group Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The amortized cost and fair value of investments available for sale at
June 30, 2015
, 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 mortgage-backed securities and asset-backed securities provide for periodic payments throughout their lives, they are listed below in separate categories.
(In thousands)
Amortized
Cost
Fair
Value
U.S. Treasury securities:
Due in 1 year
$
19,853
$
19,879
Due after 1 but within 5 years
66,117
66,250
Due after 5 but within 10 years
80,299
80,052
Subtotal
166,269
166,181
U.S. agency securities:
Due in 1 year
1,155
1,161
Due after 1 but within 5 years
2,021
2,035
Subtotal
3,176
3,196
Municipal debt securities:
Due in 1 year
545
544
Due after 1 but within 5 years
74,765
74,846
Due after 5 but within 10 years
91,891
92,933
Due after 10 years
92,850
92,564
Subtotal
260,051
260,887
Corporate debt securities:
Due in 1 year
8,851
8,874
Due after 1 but within 5 years
253,211
253,397
Due after 5 but within 10 years
101,319
101,075
Due after 10 years
277
286
Subtotal
363,658
363,632
U.S. agency mortgage-backed securities
103,599
104,236
Mortgage-backed securities
51,292
50,750
Asset-backed securities
130,025
130,128
Money market funds
80,369
80,369
Total investments available for sale
$
1,158,439
$
1,159,379
Essent realized gross gains and losses on the sale of investments available for sale as follows:
Three Months Ended June 30,
Six Months Ended June 30,
(In thousands)
2015
2014
2015
2014
Realized gross gains
$
1,339
$
175
$
2,127
$
840
Realized gross losses
771
107
910
372
7
Table of Contents
Essent Group Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The fair value of investments in an unrealized loss position and the related unrealized losses were as follows:
Less than 12 months
12 months or more
Total
June 30, 2015 (In thousands)
Fair
Value
Gross
Unrealized
Losses
Fair
Value
Gross
Unrealized
Losses
Fair
Value
Gross
Unrealized
Losses
U.S. Treasury securities
$
58,869
$
(718
)
$
—
$
—
$
58,869
$
(718
)
U.S. agency mortgage-backed securities
28,747
(302
)
1,800
(89
)
30,547
(391
)
Municipal debt securities
130,250
(1,924
)
5,138
(56
)
135,388
(1,980
)
Corporate debt securities
163,172
(1,358
)
5,083
(29
)
168,255
(1,387
)
Mortgage-backed securities
13,600
(127
)
21,243
(667
)
34,843
(794
)
Asset-backed securities
59,760
(142
)
6,362
(24
)
66,122
(166
)
Total
$
454,398
$
(4,571
)
$
39,626
$
(865
)
$
494,024
$
(5,436
)
Less than 12 months
12 months or more
Total
December 31, 2014 (In thousands)
Fair
Value
Gross
Unrealized
Losses
Fair
Value
Gross
Unrealized
Losses
Fair
Value
Gross
Unrealized
Losses
U.S. Treasury securities
$
16,543
$
(34
)
$
5,155
$
(109
)
$
21,698
$
(143
)
U.S. agency mortgage-backed securities
2,334
—
8,566
(214
)
10,900
(214
)
Municipal debt securities
39,902
(229
)
8,684
(95
)
48,586
(324
)
Corporate debt securities
113,717
(701
)
12,659
(100
)
126,376
(801
)
Mortgage-backed securities
28,091
(264
)
16,092
(620
)
44,183
(884
)
Asset-backed securities
100,248
(405
)
2,201
(17
)
102,449
(422
)
Total
$
300,835
$
(1,633
)
$
53,357
$
(1,155
)
$
354,192
$
(2,788
)
The gross unrealized losses on these investment securities are principally associated with the changes in the interest rate environment subsequent to their purchase. Each issuer is current on its scheduled interest and principal payments. We assess our intent to sell these securities and whether we will be required to sell these securities before the recovery of their amortized cost basis when determining whether an impairment is other-than-temporary. There were
no
other-than-temporary impairments of investments in the
six months ended June 30, 2015
or year ended
December 31, 2014
.
The fair value of investments deposited with insurance regulatory authorities to meet statutory requirements was
$8.5 million
as of
June 30, 2015
and as of
December 31, 2014
. In connection with its insurance and reinsurance activities, Essent Re is required to maintain assets in trusts for the benefit of its contractual counterparties. The fair value of the required investments on deposit in these trusts were
$151.6 million
at
June 30, 2015
and
$66.7 million
at
December 31, 2014
.
Net investment income consists of:
Three Months Ended June 30,
Six Months Ended June 30,
(In thousands)
2015
2014
2015
2014
Fixed maturities
$
5,115
$
3,322
$
9,768
$
5,378
Short-term investments
17
19
29
31
Gross investment income
5,132
3,341
9,797
5,409
Investment expenses
(412
)
(261
)
(797
)
(431
)
Net investment income
$
4,720
$
3,080
$
9,000
$
4,978
8
Table of Contents
Essent Group Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 3. Accounts Receivable
Accounts receivable consist of the following:
June 30,
December 31,
(In thousands)
2015
2014
Premiums receivable
$
14,278
$
13,210
Other receivables
694
2,600
Total accounts receivable
14,972
15,810
Less: Allowance for doubtful accounts
—
—
Accounts receivable, net
$
14,972
$
15,810
Premiums receivable consist of premiums due on our mortgage insurance policies. If mortgage insurance premiums are unpaid for more than
90 days
, the receivable is written off against earned premium and the related insurance policy is cancelled. For all periods presented,
no
provision or allowance for doubtful accounts was required.
Note 4. Reserve for Losses and Loss Adjustment Expenses
The following table provides a reconciliation of the beginning and ending reserve balances for losses and loss adjustment expenses (“LAE”) for the
six months ended June 30
:
($ in thousands)
2015
2014
Reserve for losses and LAE at beginning of period
$
8,427
$
3,070
Less: Reinsurance recoverables
—
—
Net reserve for losses and LAE at beginning of period
8,427
3,070
Add provision for losses and LAE, net of reinsurance, occurring in:
Current period
6,079
2,452
Prior years
(1,766
)
(584
)
Net incurred losses during the current period
4,313
1,868
Deduct payments for losses and LAE, net of reinsurance, occurring in:
Current period
140
—
Prior years
669
432
Net loss and LAE payments during the current period
809
432
Net reserve for losses and LAE at end of period
11,931
4,506
Plus: Reinsurance recoverables
—
—
Reserve for losses and LAE at end of period
$
11,931
$
4,506
Loans in default at end of period
605
235
For the
six months ended June 30, 2015
,
$0.7 million
was paid for incurred claims and claim adjustment expenses attributable to insured events of prior years. There has been a
$1.8 million
favorable prior-year development during the
six months ended June 30, 2015
. Reserves remaining as of
June 30, 2015
for prior years are
$6.0 million
as a result of re-estimation of unpaid losses and loss adjustment expenses. For the
six months ended June 30, 2014
,
$0.4 million
was paid for incurred claims and claim adjustment expenses attributable to insured events of prior years. There has been a
$0.6 million
favorable prior-year development during the
six months ended June 30, 2014
. Reserves remaining as of
June 30, 2014
for prior years were
$2.1 million
as a result of re-estimation of unpaid losses and loss adjustment expenses. The decreases in both periods are generally the result of ongoing analysis of recent loss development trends. Original estimates are increased or decreased as additional information becomes known regarding individual claims.
9
Table of Contents
Essent Group Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 5. Commitments and Contingencies
Obligations under Guarantees
Under the terms of CUW Solutions LLC’s contract underwriting agreements with lenders and subject to contractual limitations on liability, we agree to indemnify certain lenders against losses incurred in the event that we make an error in determining whether loans processed meet specified underwriting criteria, to the extent that such error materially restricts or impairs the salability of such loan, results in a material reduction in the value of such loan or results in the lender repurchasing the loan. The indemnification may be in the form of monetary or other remedies. We paid
$13,403
and
$4,043
related to remedies for the
six months ended June 30, 2015
and
2014
, respectively. As of
June 30, 2015
, management believes any potential claims for indemnification related to contract underwriting services through
June 30, 2015
are not material to our financial position or results of operations.
In addition to the indemnifications discussed above, in the normal course of business, we enter into agreements or other relationships with third parties pursuant to which we may be obligated under specified circumstances to indemnify the counterparties with respect to certain matters. Our contractual indemnification obligations typically arise in the context of agreements entered into by us to, among other things, purchase or sell services, finance our business and business transactions, lease real property and license intellectual property. The agreements we enter into in the normal course of business generally require us to pay certain amounts to the other party associated with claims or losses if they result from our breach of the agreement, including the inaccuracy of representations or warranties. The agreements we enter into may also contain other indemnification provisions that obligate us to pay amounts upon the occurrence of certain events, such as the negligence or willful misconduct of our employees, infringement of third-party intellectual property rights or claims that performance of the agreement constitutes a violation of law. Generally, payment by us under an indemnification provision is conditioned upon the other party making a claim, and typically we can challenge the other party’s claims. Further, our indemnification obligations may be limited in time and/or amount, and in some instances, we may have recourse against third parties for certain payments made by us under an indemnification agreement or obligation. As of
June 30, 2015
, contingencies triggering material indemnification obligations or payments have not occurred historically and are not expected to occur. The nature of the indemnification provisions in the various types of agreements and relationships described above are believed to be low risk and pervasive, and we consider them to have a remote risk of loss or payment. We have not recorded any provisions on the condensed consolidated balance sheets related to indemnifications.
Note 6. Stock-Based Compensation
The following table summarizes nonvested common share and nonvested common share unit activity for the
six months ended June 30, 2015
:
Time and Performance-
Based Share Awards
Time-Based Share
Awards
Share Units
(Shares in thousands)
Number of
Shares
Weighted
Average
Grant
Date Fair
Value
Number of
Shares
Weighted
Average
Grant
Date Fair
Value
Number
of
Share
Units
Weighted
Average
Grant
Date Fair
Value
Outstanding at beginning of year
1,290
$
14.83
1,472
$
9.04
664
$
18.32
Granted
50
24.58
109
24.51
117
24.45
Vested
—
N/A
(578
)
7.38
(238
)
18.17
Forfeited
(46
)
16.40
(41
)
17.61
(3
)
17.00
Outstanding at June 30, 2015
1,294
$
15.15
962
$
11.43
540
$
19.72
In February 2015, certain members of senior management were granted nonvested common shares under the Essent Group Ltd. 2013 Long-Term Incentive Plan that were subject to time-based and performance-based vesting. The time-based share awards granted in February 2015 vest in three equal installments on March 1, 2016, 2017 and 2018. The performance-based share awards granted in February 2015 vest based upon our compounded annual book value per share growth percentage during a
three
-year performance period that commenced on January 1, 2015 and vest on March 1, 2018.
10
Table of Contents
In May 2015, nonvested common shares were granted to an employee in connection with an employment agreement that are subject to time-based and performance-based vesting. The time-based share award vests in four equal installments on July 1, 2016, 2017, 2018 and 2019. The performance-based share award vests based upon our compounded annual book value per share growth percentage during a
three
-year performance period that commenced on January 1, 2015 and vests on July 1, 2019.
The portion of the nonvested performance-based share awards that will be earned based upon the achievement of compounded annual book value per share growth is as follows:
Performance level
Compounded Annual Book Value
Per Share Growth
Nonvested Common
Shares Earned
<11
%
0
%
Threshold
11
%
10
%
12
%
36
%
13
%
61
%
14
%
87
%
Maximum
≥15
%
100
%
In the event that the compounded annual book value per share growth falls between the performance levels shown above, the nonvested common shares earned will be determined on a straight-line basis between the respective levels shown.
In connection with our incentive program covering bonus awards for performance year 2014, in February 2015, time-based share awards and share units were issued to certain employees that vest in three equal installments on March 1, 2016, 2017 and 2018. In May 2015, time-based share units were granted to non-employee directors that vest
one year
from the date of grant.
The total fair value of nonvested shares that vested was
$20.6 million
and
$28.0 million
for the
six months ended June 30, 2015
and
2014
, respectively. As of
June 30, 2015
, there was
$27.5 million
of total unrecognized compensation expense related to nonvested shares outstanding at
June 30, 2015
and we expect to recognize the expense over a weighted average period of
2.3
years.
Employees have the option to tender shares to Essent Group to pay the minimum employee statutory withholding taxes associated with shares upon vesting. Common shares tendered by employees to pay employee withholding taxes totaled
198,041
in the
six months ended June 30, 2015
. The tendered shares were recorded at cost, included in treasury stock and have been cancelled as of
June 30, 2015
.
Compensation expense, net of forfeitures, and related tax effects recognized in connection with nonvested shares were as follows:
Three Months Ended June 30,
Six Months Ended June 30,
(In thousands)
2015
2014
2015
2014
Compensation expense
$
3,335
$
3,365
$
6,596
$
6,148
Income tax benefit
984
1,178
2,125
2,152
11
Table of Contents
Essent Group Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 7. Earnings per Share (EPS)
The following table reconciles the net income and the weighted average common shares outstanding used in the computations of basic and diluted earnings per common share:
Three Months Ended
June 30,
Six Months Ended
June 30,
(In thousands, except per share amounts)
2015
2014
2015
2014
Net income
$
37,193
$
19,555
$
72,031
$
34,561
Less: dividends declared
—
—
—
—
Net income available to common shareholders
$
37,193
$
19,555
$
72,031
$
34,561
Basic earnings per share
$
0.41
$
0.23
$
0.80
$
0.42
Diluted earnings per share
$
0.41
$
0.23
$
0.79
$
0.41
Basic weighted average shares outstanding
90,344
83,276
90,265
83,071
Dilutive effect of nonvested shares
1,330
1,430
1,329
1,630
Diluted weighted average shares outstanding
91,674
84,706
91,594
84,701
There were
50,372
and
151,857
antidilutive shares for the
three months ended June 30, 2015
and
2014
, respectively and
150,718
and
108,404
antidilutive shares for the
six months ended June 30, 2015
and
2014
, respectively.
The nonvested performance-based share awards are considered contingently issuable for purposes of the EPS calculation. Based on the compounded annual book value per share growth as of
June 30, 2015
,
100%
of the performance-based share awards would be issuable under the terms of the arrangements if
June 30, 2015
was the end of the performance period. Based on the compounded annual book value per share growth as of
June 30, 2014
,
0%
of the performance-based share awards would have been issuable under the terms of the arrangements if
June 30, 2014
was the end of the performance period.
Note 8. Accumulated Other Comprehensive Income (Loss)
The following table presents the rollforward of accumulated other comprehensive income (loss) for the
three and six
months ended
June 30, 2015
and
2014
:
Three Months Ended June 30, 2015
(In thousands)
Before Tax
Tax Effect
Net of Tax
Balance at beginning of period
$
13,711
$
(4,155
)
$
9,556
Other comprehensive income (loss):
Unrealized holding losses arising during the period
(12,203
)
3,888
(8,315
)
Less: Reclassification adjustment for gains included in net income (1)
(568
)
114
(454
)
Net unrealized losses on investments
(12,771
)
4,002
(8,769
)
Other comprehensive income (loss)
(12,771
)
4,002
(8,769
)
Balance at end of period
$
940
$
(153
)
$
787
12
Table of Contents
Six Months Ended June 30, 2015
(In thousands)
Before Tax
Tax Effect
Net of Tax
Balance at beginning of period
$
6,712
$
(2,045
)
$
4,667
Other comprehensive income (loss):
Unrealized holding losses arising during the period
(4,555
)
1,551
(3,004
)
Less: Reclassification adjustment for gains included in net income (1)
(1,217
)
341
(876
)
Net unrealized losses on investments
(5,772
)
1,892
(3,880
)
Other comprehensive income (loss)
(5,772
)
1,892
(3,880
)
Balance at end of period
$
940
$
(153
)
$
787
Three Months Ended June 30, 2014
(In thousands)
Before Tax
Tax Effect
Net of Tax
Balance at beginning of period
$
(1,378
)
$
410
$
(968
)
Other comprehensive income (loss):
Unrealized holding gains arising during the period
7,078
(2,118
)
4,960
Less: Reclassification adjustment for gains included in net income (1)
(68
)
23
(45
)
Net unrealized gains on investments
7,010
(2,095
)
4,915
Other comprehensive income (loss)
7,010
(2,095
)
4,915
Balance at end of period
$
5,632
$
(1,685
)
$
3,947
Six Months Ended June 30, 2014
(In thousands)
Before Tax
Tax Effect
Net of Tax
Balance at beginning of period
$
(2,227
)
$
780
$
(1,447
)
Other comprehensive income (loss):
Unrealized holding gains arising during the period
8,327
(2,627
)
5,700
Less: Reclassification adjustment for gains included in net income (1)
(468
)
162
(306
)
Net unrealized gains on investments
7,859
(2,465
)
5,394
Other comprehensive income (loss)
7,859
(2,465
)
5,394
Balance at end of period
$
5,632
$
(1,685
)
$
3,947
(1)
Included in net realized investment gains on our condensed consolidated statements of comprehensive income.
13
Table of Contents
Essent Group Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 9. Fair Value of Financial Instruments
The estimated fair values and related carrying amounts of our financial instruments were as follows:
June 30, 2015 (In thousands)
Carrying
Amount
Fair Value
Financial Assets:
U.S. Treasury securities
$
166,181
$
166,181
U.S. agency securities
3,196
3,196
U.S. agency mortgage-backed securities
104,236
104,236
Municipal debt securities
260,887
260,887
Corporate debt securities
363,632
363,632
Mortgage-backed securities
50,750
50,750
Asset-backed securities
130,128
130,128
Money market funds
80,369
80,369
Total investments
$
1,159,379
$
1,159,379
Financial Liabilities:
Derivative liabilities
$
2,720
$
2,720
December 31, 2014 (In thousands)
Carrying
Amount
Fair Value
Financial Assets:
U.S. Treasury securities
$
74,216
$
74,216
U.S. agency securities
4,520
4,520
U.S. agency mortgage-backed securities
83,540
83,540
Municipal debt securities
195,546
195,546
Corporate debt securities
296,829
296,829
Mortgage-backed securities
66,086
66,086
Asset-backed securities
126,188
126,188
Money market funds
210,688
210,688
Total investments
$
1,057,613
$
1,057,613
Financial Liabilities:
Derivative liabilities
$
661
$
661
Fair Value Hierarchy
ASC No. 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. The level within the fair value hierarchy to measure the financial instrument shall be determined based on the lowest level input that is significant to the fair value measurement. The three levels of the fair value hierarchy are as follows:
•
Level 1 — Quoted prices for identical instruments in active markets accessible at the measurement date.
•
Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and valuations in which all significant inputs are observable in active markets. Inputs are observable for substantially the full term of the financial instrument.
•
Level 3 — Valuations derived from one or more significant inputs that are unobservable.
14
Table of Contents
Essent Group Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Determination of Fair Value
When available, we generally use quoted market prices to determine fair value and classify the financial instrument in Level 1. In cases where quoted market prices for similar financial instruments are available, we utilize these inputs for valuation techniques and classify the financial instrument in Level 2. In cases where quoted market prices are not available, fair values are based on estimates using discounted cash flows, present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rates and estimates of future cash flows and we classify the financial instrument in Level 3. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
We used the following methods and assumptions in estimating fair values of financial instruments:
•
Investments available for sale — Investments available for sale are valued using quoted market prices in active markets, when available, and those investments are classified as Level 1 of the fair value hierarchy. Level 1 investments available for sale include investments such as U.S. Treasury securities, U.S. agency securities, U.S. agency mortgage-backed securities, certain mortgage-backed securities and money market funds. Investments available for sale are classified as Level 2 of the fair value hierarchy if quoted market prices are not available and fair values are estimated using quoted prices of similar securities or recently executed transactions for the securities. Municipal debt securities, corporate debt securities, certain mortgage-backed securities and asset-backed securities are classified as Level 2 investments.
We use independent pricing sources to determine the fair value of securities available for sale in Level 1 and Level 2 of the fair value hierarchy. We use one primary pricing service to provide individual security pricing based on observable market data and receive one quote per security. To ensure securities are appropriately classified in the fair value hierarchy, we review the pricing techniques and methodologies of the independent pricing service 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. We review the reasonableness of prices received from our primary pricing service by comparison to prices obtained from additional pricing sources. We have not made any adjustments to the prices obtained from our primary pricing service.
•
Derivative liabilities — We define fair value as the current amount that would be exchanged to sell an asset or transfer a liability, other than in a forced liquidation. Certain of our Freddie Mac Agency Credit Insurance Structure ("ACIS") contracts are accounted for as derivatives. In determining an exit market, we consider the fact that there is not a principal market for these contracts. In the absence of a principal market, we value these ACIS contracts in a hypothetical market where market participants, and potential counterparties, include other mortgage guaranty insurers or reinsurers with similar credit quality to us. We believe that in the absence of a principal market, this hypothetical market provides the most relevant information with respect to fair value estimates. These ACIS contracts are classified as Level 3 of the fair value hierarchy.
We determine the fair value of our derivative instruments primarily using internally-generated models. We utilize market observable inputs, such as the performance of the underlying pool of mortgages, mortgage prepayment speeds and pricing spreads on the reference STACR notes, whenever they are available. There is a high degree of uncertainty about our fair value estimates since our contracts are not traded or exchanged, which makes external validation and corroboration of our estimates difficult. Considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the estimates may not be indicative of amounts we could realize in a current market exchange or negotiated termination. The use of different market assumptions or estimation methodologies may have a material effect on the estimated fair value amounts.
15
Table of Contents
Essent Group Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Assets and Liabilities Measured at Fair Value
All assets measured at fair value are categorized in the table below based upon the lowest level of significant input to the valuations. All fair value measurements at the reporting date were on a recurring basis.
June 30, 2015 (In thousands)
Quoted Prices
in Active
Markets for
Identical
Instruments
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Recurring fair value measurements
Financial Assets:
U.S. Treasury securities
$
166,181
$
—
$
—
$
166,181
U.S. agency securities
3,196
—
—
3,196
U.S. agency mortgage-backed securities
104,236
—
—
104,236
Municipal debt securities
—
260,887
—
260,887
Corporate debt securities
—
363,632
—
363,632
Mortgage-backed securities
4,649
46,101
—
50,750
Asset-backed securities
—
130,128
—
130,128
Money market funds
80,369
—
—
80,369
Total assets at fair value
$
358,631
$
800,748
$
—
$
1,159,379
Financial Liabilities:
Derivative liabilities
$
—
$
—
$
2,720
$
2,720
Total liabilities at fair value
$
—
$
—
$
2,720
$
2,720
December 31, 2014 (In thousands)
Quoted Prices
in Active
Markets for
Identical
Instruments
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Recurring fair value measurements
Financial Assets:
U.S. Treasury securities
$
74,216
$
—
$
—
$
74,216
U.S. agency securities
4,520
—
—
4,520
U.S. agency mortgage-backed securities
83,540
—
—
83,540
Municipal debt securities
—
195,546
—
195,546
Corporate debt securities
—
296,829
—
296,829
Mortgage-backed securities
4,882
61,204
—
66,086
Asset-backed securities
—
126,188
—
126,188
Money market funds
210,688
—
—
210,688
Total assets at fair value
$
377,846
$
679,767
$
—
$
1,057,613
Financial Liabilities:
Derivative liabilities
$
—
$
—
$
661
$
661
Total liabilities at fair value
$
—
$
—
$
661
$
661
16
Table of Contents
Essent Group Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Changes in Level 3 Recurring Fair Value Measurements
The following tables presents changes during the
three and six
months ended
June 30, 2015
in Level 3 liabilities measured at fair value on a recurring basis, and the realized and unrealized gains (losses) related to the Level 3 liabilities in the condensed consolidated balance sheets at
June 30, 2015
. For the
six months ended June 30, 2014
, we had
no
Level 3 liabilities. During the
six months ended June 30, 2015
, and in the year ended
December 31, 2014
, we had no Level 3 assets.
Three Months Ended
June 30, 2015
(In thousands)
Fair
Value
Beginning
of Period
Net Realized and
Unrealized Gains
(Losses) Included
in Income
Other
Comprehensive
Income (Loss)
Purchases, Sales,
Issues and
Settlements, Net
Gross
Transfers In
Gross
Transfers Out
Fair Value End
of Period
Changes in Unrealized
Gains (Losses) Included in
Income on Instruments
Held at End of Period
Derivative Liabilities
$
1,959
$
(391
)
$
—
$
370
$
—
$
—
$
2,720
$
(391
)
Total Level 3 Liabilities
$
1,959
$
(391
)
$
—
$
370
$
—
$
—
$
2,720
$
(391
)
Six Months Ended
June 30, 2015
(In thousands)
Fair
Value
Beginning
of Year
Net Realized and
Unrealized Gains
(Losses) Included
in Income
Other
Comprehensive
Income (Loss)
Purchases, Sales,
Issues and
Settlements, Net
Gross
Transfers In
Gross
Transfers Out
Fair Value End
of Period
Changes in Unrealized
Gains (Losses) Included in
Income on Instruments
Held at End of Period
Derivative Liabilities
$
661
$
(1,140
)
$
—
$
919
$
—
$
—
$
2,720
$
(1,140
)
Total Level 3 Liabilities
$
661
$
(1,140
)
$
—
$
919
$
—
$
—
$
2,720
$
(1,140
)
The following table summarizes the significant unobservable inputs used in our recurring Level 3 fair value measurements as of
June 30, 2015
and
December 31, 2014
:
June 30, 2015
Fair Value
Valuation Technique
Unobservable Input
Weighted
Average
Derivative Liabilities
$
2,720
Discounted cash flows
Constant prepayment rate
17.48
%
Default rate
0.92
%
Reference STACR credit spread
3.29
%
December 31, 2014
Fair Value
Valuation Technique
Unobservable Input
Weighted
Average
Derivative Liabilities
$
661
Discounted cash flows
Constant prepayment rate
5.40
%
Default rate
1.85
%
Reference STACR credit spread
3.72
%
The significant unobservable inputs used for derivative liabilities are constant prepayment rates (“CPR”) and default rates on the reference pool of mortgages and the credit spreads on the reference STACR notes. An increase in the CPR, default rate or reference STACR credit spread will increase the fair value of the liability.
17
Table of Contents
Essent Group Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 10
. Statutory Accounting
Our U.S. insurance subsidiaries prepare statutory-basis financial statements in accordance with the accounting practices prescribed or permitted by their respective state’s department of insurance, which is a comprehensive basis of accounting other than GAAP. We did not use any prescribed or permitted statutory accounting practices (individually or in the aggregate) that resulted in reported statutory surplus or capital that was significantly different from the statutory surplus or capital that would have been reported had National Association of Insurance Commissioners’ statutory accounting practices been followed. The following table presents Essent Guaranty’s and Essent PA’s statutory net income, statutory surplus and contingency reserve liability as of and for the
six months ended June 30
:
(In thousands)
2015
2014
Essent Guaranty
Statutory net income
$
84,386
$
47,536
Statutory surplus
502,997
422,944
Contingency reserve liability
244,320
123,142
Essent PA
Statutory net income
$
8,090
$
5,341
Statutory surplus
45,087
40,565
Contingency reserve liability
22,469
11,183
Net income determined in accordance with statutory accounting practices differs from GAAP. In
2015
and
2014
, the more significant differences between net income determined under statutory accounting practices and GAAP for Essent Guaranty and Essent PA relate to policy acquisition costs and income taxes. Under statutory accounting practices, policy acquisition costs are expensed as incurred while such costs are capitalized and amortized to expense over the life of the policy under GAAP. We are eligible for a tax deduction, subject to certain limitations for amounts required by state law or regulation to be set aside in statutory contingency reserves when we purchase non-interest-bearing United States Mortgage Guaranty Tax and Loss Bonds (“T&L Bonds”) issued by the Treasury Department. Under statutory accounting practices, this deduction reduces the tax provision recorded by Essent Guaranty and Essent PA and, as a result, increases statutory net income and surplus as compared to net income and equity determined in accordance with GAAP.
At
June 30, 2015
and
2014
, the statutory capital of our insurance subsidiaries, which is defined as the total of statutory surplus and contingency reserves, was in excess of the statutory capital necessary to satisfy their regulatory requirements.
In the second quarter of 2015, at the direction of the Federal Housing Finance Agency ("FHFA"), Fannie Mae and Freddie Mac finalized the Private Mortgage Insurer Eligibility Requirements ("PMIERs"), which become effective on December 31, 2015. The PMIERs represent the standards by which private mortgage insurers are eligible to provide mortgage insurance on loans owned or guaranteed by Fannie Mae and Freddie Mac. The PMIERs include new financial strength requirements incorporating a risk-based framework that will require approved insurers to have a sufficient level of liquid assets from which to pay claims. The PMIERs also include enhanced operational performance expectations and define remedial actions that will apply should an approved insurer fail to comply with the new requirements. As of
June 30, 2015
, Essent had sufficient assets in its insurance companies to meet the total risk-based required asset amount of the PMIERs.
Statement of Statutory Accounting Principles No.
58
,
Mortgage Guaranty Insurance,
requires mortgage insurers to establish a special contingency reserve for statutory accounting purposes included in total liabilities equal to
50%
of earned premium for that year. During the
six months ended June 30, 2015
, Essent Guaranty increased its contingency reserve by
$65.1 million
and Essent PA increased its contingency reserve by
$5.6 million
. This reserve is required to be maintained for a period of
120 months
to protect against the effects of adverse economic cycles. After
120 months
, the reserve is released to unassigned funds. In the event an insurer’s loss ratio in any calendar year exceeds
35%
, however, the insurer may, after regulatory approval, release from its contingency reserves an amount equal to the excess portion of such losses. Essent Guaranty and Essent PA did not release any amounts from their contingency reserves in the
six months ended June 30, 2015
or
2014
.
18
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read together with the “Selected Financial Data” and our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K as of and for the year ended
December 31, 2014
as filed with the Securities and Exchange Commission and referred to herein as the “Annual Report,” and our condensed consolidated financial statements and related notes as of and for the
three and six
months ended
June 30, 2015
included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which we refer to as the “Quarterly Report”. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections entitled “Special Note Regarding Forward-Looking Statements” in this Quarterly Report and Part I, Item 1A “Risk Factors” in our Annual Report. We are not undertaking any obligation to update any forward-looking statements or other statements we may make in the following discussion or elsewhere 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.
Except as otherwise indicated, “Market Share” means our market share as measured by our share of total new insurance written (“NIW”) on a flow basis (in which loans are insured in individual, loan-by-loan transactions) in the private mortgage insurance industry, and excludes both NIW under the Home Affordable Refinance Program (“HARP” and such NIW, the “HARP NIW”) and bulk insurance (in which each loan in a portfolio of loans is insured in a single transaction).
Overview
We are an established and growing private mortgage insurance company. We were formed to serve the U.S. housing finance industry at a time when the demands of the financial crisis and a rapidly changing business environment created the need for a new, privately funded mortgage insurance company. Our Market Share for the
six months ended June 30, 2015
was an estimated
12.2%
, compared to 13.7% and 12.1% for the years ended
December 31, 2014
and
2013
, respectively. We believe that our success in acquiring customers and growing our insurance in force has been driven by the unique opportunity we offer lenders to partner with a well-capitalized mortgage insurer, unencumbered by business originated prior to the financial crisis, that provides fair and transparent claims payment practices, and consistency and speed of service.
In 2010, Essent became the first private mortgage insurer to be approved by the GSEs since 1995, and we are licensed to write coverage in all 50 states and the District of Columbia. We completed our initial public offering in November 2013. The financial strength of Essent Guaranty, our wholly-owned insurance subsidiary, is rated
BBB+
with a stable outlook by Standard & Poor’s Rating Services (“S&P”). On April 27, 2015, Moody’s Investor Services (“Moody’s”) affirmed its rating of Essent Guaranty at
Baa2
, and changed its outlook to positive from stable.
We had master policy relationships with approximately
1,225
customers as of
June 30, 2015
and had
1,045
customers that generated NIW during the twelve months ended
June 30, 2015
. Our holding company is domiciled in Bermuda and our U.S. insurance business is headquartered in Radnor, Pennsylvania. We operate additional underwriting and service centers in Winston-Salem, North Carolina and Irvine, California. We have a highly experienced, talented team with
355
employees as of
June 30, 2015
. We generated new insurance written of approximately
$7.3 billion
and
$12.6 billion
for the
three and six
months ended
June 30, 2015
, respectively, compared to approximately
$5.9 billion
and
$9.5 billion
for the
three and six
months ended
June 30, 2014
, respectively. As of
June 30, 2015
, we had approximately
$57.4 billion
of insurance in force.
We also offer mortgage-related insurance and reinsurance through our wholly-owned Bermuda-based subsidiary, Essent Re. As of
June 30, 2015
, Essent Re provides insurance or reinsurance in connection with ACIS covering in the aggregate up to approximately
$66.3 million
of risk on mortgage loans in reference pools associated with debt notes issued by Freddie Mac. Essent Re also reinsures 25% of Essent Guaranty’s GSE-eligible mortgage insurance NIW originated since July 1, 2014 under a quota share reinsurance agreement.
Legislative and Regulatory Developments
Our results are significantly impacted by, and our future success may be affected by, legislative and regulatory developments affecting the housing finance industry. See Part I, Item 1 “Business—Regulation” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Legislative and Regulatory Developments” in our Annual Report for a discussion of the laws and regulations to which we are subject as well as legislative and regulatory developments affecting the housing finance industry.
19
Table of Contents
In the second quarter of 2015, at the direction of the FHFA, Fannie Mae and Freddie Mac finalized the PMIERs, which become effective on December 31, 2015. The PMIERs represent the standards by which private mortgage insurers are eligible to provide mortgage insurance on loans owned or guaranteed by Fannie Mae and Freddie Mac. The PMIERs include new financial strength requirements incorporating a risk-based framework that will require approved insurers to have a sufficient level of liquid assets from which to pay claims. The PMIERs also include enhanced operational performance expectations and define remedial actions that will apply should an approved insurer fail to comply with the new requirements. As of
June 30, 2015
, Essent had sufficient assets in its insurance companies to meet the total risk-based required asset amount of the PMIERs. See additional discussion in “— Liquidity and Capital Resources —Private Mortgage Insurer Eligibility Requirements.”
Factors Affecting Our Results of Operations
Net Premiums Written and Earned
Premiums are based on insurance in force, or IIF, during all or a portion of a period. A change in the average IIF during a period causes premiums to increase or decrease as compared to prior periods. Average premium rates in effect during a given period will also cause premiums to differ when compared to earlier periods. IIF at the end of a reporting period is a function of the IIF at the beginning of such reporting period plus new insurance written, or NIW, less policy cancellations (including claims paid) during the period. As a result, premiums are generally influenced by:
•
NIW, which is the aggregate principal amount of the new mortgages that are insured during a period. Many factors affect NIW, including, among others, the volume of low down payment home mortgage originations and the competition to provide credit enhancement on those mortgages;
•
Cancellations of our insurance policies, which are impacted by payments on mortgages, home price appreciation, or refinancings, which in turn are affected by mortgage interest rates. Cancellations are also impacted by the levels of rescissions and claim payments;
•
Premium rates, which represent the amount of the premium due as a percentage of IIF. Premium rates are based on the risk characteristics of the loans insured, the percentage of coverage on the loans, competition from other mortgage insurers and general industry conditions; and
•
Premiums ceded or assumed under reinsurance arrangements. To date, we have not ceded any premiums under third-party reinsurance contracts.
Premiums are paid either on a monthly installment basis (“monthly premiums”), in a single payment at origination (“single premiums”), or in some cases as an annual premium. For monthly premiums, we receive a monthly premium payment which is recorded as net premiums earned in the month the coverage is provided. Monthly premium payments are based on the original mortgage amount rather than the amortized loan balance. Net premiums written may be in excess of net premiums earned due to single premium policies. For single premiums, we receive a single premium payment at origination, which is recorded as “unearned premium” and earned over the estimated life of the policy, which ranges from 36 to 156 months depending on the term of the underlying mortgage and loan-to-value ratio at date of origination. If single premium policies are cancelled due to repayment of the underlying loan and the premium is non-refundable, the remaining unearned premium balance is immediately recognized as earned premium revenue. Substantially all of our single premium policies in force as of
June 30, 2015
were non-refundable. Premiums collected on annual policies are recognized as net premiums earned on a straight-line basis over the year of coverage. For the
six months ended June 30, 2015
, monthly and single premium policies comprised
75.9%
and
24.1%
of our NIW, respectively.
Persistency and Business Mix
The percentage of IIF that remains on our books after any 12-month period is defined as our persistency rate. Because our insurance premiums are earned over the life of a policy, changes in persistency rates can have a significant impact on our profitability. The persistency rate on our portfolio was
80.3%
at
June 30, 2015
. Generally, higher prepayment speeds lead to lower persistency.
Prepayment speeds and the relative mix of business between single premium policies and monthly premium policies also impact our profitability. Our premium rates include certain assumptions regarding repayment or prepayment speeds of the mortgages. Because premiums are paid at origination on single premium policies, assuming all other factors remain constant, if loans are prepaid earlier than expected, our profitability on these loans is likely to increase and, if loans are repaid slower than
20
Table of Contents
expected, our profitability on these loans is likely to decrease. By contrast, if monthly premium loans are repaid earlier than anticipated, our premium earned with respect to those loans and therefore our profitability declines. Currently, the expected return on single premium policies is less than the expected return on monthly policies.
Net Investment Income
Our investment portfolio was comprised entirely of investment-grade fixed income securities and money market funds as of
June 30, 2015
. The principal factors that influence investment income are the size of the investment portfolio and the yield on individual securities. As measured by amortized cost (which excludes changes in fair market value, such as from changes in interest rates), the size of our investment portfolio is mainly a function of increases in capital and cash generated from or used in operations which is impacted by net premiums received, investment earnings, net claim payments and expenses. Realized gains and losses are a function of the difference between the amount received on the sale of a security and the security’s amortized cost, as well as any “other-than-temporary” impairments recognized in earnings. The amount received on the sale of fixed income securities is affected by the coupon rate of the security compared to the yield of comparable securities at the time of sale.
Other Income
In connection with the acquisition of our mortgage insurance platform, we entered into a services agreement with Triad Guaranty Inc. and its wholly-owned subsidiary, Triad Guaranty Insurance Corporation, which we refer to collectively as “Triad,” to provide certain information technology maintenance and development and customer support-related services. In return for these services, we receive a fee which is recorded in other income. From the period from December 1, 2009 to November 30, 2010, this fee was based on a fixed amount. Effective December 1, 2010, the fee is adjusted monthly based on the number of Triad’s mortgage insurance policies in force and, accordingly, will decrease over time as Triad’s existing policies are cancelled. The services agreement was automatically extended until November 30, 2015 and provides for four subsequent one-year renewals at Triad’s option.
Other income also includes revenues associated with contract underwriting services and changes in the fair value of derivative instruments. The level of contract underwriting revenue is dependent upon the number of customers who have engaged us for this service and the number of loans underwritten for these customers. The insurance and certain of the reinsurance policies issued by Essent Re in connection with the ACIS program are accounted for as derivatives under GAAP with the fair value of these policies reported as an asset or liability and changes in the fair value of these policies reported in earnings. Changes in the fair value of these policies are impacted by changes in market observable factors.
Provision for Losses and Loss Adjustment Expenses
The provision for losses and loss adjustment expenses reflect the current expense that is recorded within a particular period to reflect actual and estimated loss payments that we believe will ultimately be made as a result of insured loans that are in default.
Losses incurred are generally affected by:
•
the overall state of the economy, which broadly affects the likelihood that borrowers may default on their loans and have the ability to cure such defaults;
•
changes in housing values, which affect our ability to mitigate our losses through the sale of properties with loans in default as well as borrower willingness to continue to make mortgage payments when the value of the home is below or perceived to be below the mortgage balance;
•
the product mix of IIF, with loans having higher risk characteristics generally resulting in higher defaults and claims;
•
the size of loans insured, with higher average loan amounts tending to increase losses incurred;
•
the loan-to-value ratio, with higher average loan-to-value ratios tending to increase losses incurred;
•
the percentage of coverage on insured loans, with deeper average coverage tending to increase losses incurred;
•
credit quality of borrowers, including higher debt-to-income ratios and lower FICO scores, which tend to increase incurred losses;
21
Table of Contents
•
the rate at which we rescind policies. Because of tighter underwriting standards generally in the mortgage lending industry and terms set forth in our master policy, we expect that our level of rescission activity will be lower than rescission activity seen in the mortgage insurance industry for vintages originated prior to the financial crisis; and
•
the distribution of claims over the life of a book. The average age of our insurance portfolio is young with
87%
of our IIF as of
June 30, 2015
having been originated since January 1,
2013
. As a result, based on historical industry performance, we expect the number of defaults and claims we experience, as well as our provision for losses and loss adjustment expenses, to increase as our portfolio further seasons. See “— Mortgage Insurance Earnings and Cash Flow Cycle” below.
We establish loss reserves for delinquent loans when we are notified that a borrower has missed at least two consecutive monthly payments (“Case Reserves”), as well as estimated reserves for defaults that may have occurred but not yet been reported to us (“IBNR Reserves”). We also establish reserves for the associated loss adjustment expenses (“LAE”), consisting of the estimated cost of the claims administration process, including legal and other fees. Using both internal and external information, we establish our reserves based on the likelihood that a default will reach claim status and estimated claim severity. See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” included in our Annual Report for further information.
We believe, based upon our experience and industry data, that claims incidence for mortgage insurance is generally highest in the third through sixth years after loan origination. As of
June 30, 2015
,
87%
of our IIF relates to business written since January 1,
2013
and substantially all of our policies in force are less than three years old. Although the claims experience on new insurance written by us to date has been favorable, we expect incurred losses and claims to increase as a greater amount of this book of insurance reaches its anticipated period of highest claim frequency. The actual default rate and the average reserve per default that we experience as our portfolio matures is difficult to predict and is dependent on the specific characteristics of our current in-force book (including the credit score of the borrower, the loan-to-value ratio of the mortgage, geographic concentrations, etc.), as well as the profile of new business we write in the future. In addition, the default rate and the average reserve per default will be affected by future macroeconomic factors such as housing prices, interest rates and employment.
Other Underwriting and Operating Expenses
Our other underwriting and operating expenses include components that are substantially fixed, as well as expenses that generally increase or decrease in line with the level of NIW.
Our most significant expense is compensation and benefits for our employees, which represented
64%
and
65%
of other underwriting and operating expenses for the
three and six
months ended
June 30, 2015
, respectively, compared to 67% of other underwriting and operating expenses for each of the
three and six
months ended
June 30, 2014
. Compensation and benefits expense includes base and incentive cash compensation, stock compensation expense, benefits and payroll taxes. Compensation and benefits expense has increased as we have increased our staffing from
289
employees at January 1,
2014
to
355
at
June 30, 2015
, primarily in our business development and operations functions to support the growth of our business. The growth in our sales organization contributed to the growth of our active customers and NIW. We also expanded our underwriting and customer service teams to support this new business.
Underwriting and other expenses include legal, consulting, other professional fees, premium taxes, travel, entertainment, marketing, licensing, supplies, hardware, software, rent, utilities, depreciation and amortization and other expenses.
We anticipate that as we continue to add customers and increase our IIF, our expenses will also continue to increase. In addition, as a result of the increase in our IIF, we expect that our net premiums earned will grow faster than our underwriting and other expenses resulting in a decline in our expense ratio.
Income Taxes
Income taxes are incurred based on the amount of earnings or losses generated in the jurisdictions in which we operate and the applicable tax rates and regulations in those jurisdictions. Through
December 31, 2014
, substantially all of our business activity had been conducted in the United States where we are subject to corporate level Federal income taxes. Our U.S. insurance subsidiaries are generally not subject to income taxes in the states in which we operate; however, our non-insurance subsidiaries are subject to state income taxes. In lieu of state income taxes, our insurance subsidiaries pay premium taxes that
22
Table of Contents
are recorded in other underwriting and operating expenses. In 2014, Essent Re entered into insurance and reinsurance transactions with Freddie Mac and entered into a quota share reinsurance agreement with Essent Guaranty, an affiliate, to reinsure 25% of Essent Guaranty’s GSE-eligible NIW effective July 1, 2014. During 2014, since substantially all of our earnings were generated in the United States, our effective tax rate approximated the federal statutory tax rate. In 2015 and future periods, the amount of income tax expense or benefit will be dependent on the jurisdictions in which we operate and the tax laws and regulations in effect, as well as the amount of earnings or losses generated in those jurisdictions.
Mortgage Insurance Earnings and Cash Flow Cycle
In general, the majority of any underwriting profit (premium revenue minus losses) that a book generates occurs in the early years of the book, with the largest portion of any underwriting profit realized in the first year. Subsequent years of a book generally result in modest underwriting profit or underwriting losses. This pattern generally occurs because relatively few of the claims that a book will ultimately experience typically occur in the first few years of the book, when premium revenue is highest, while subsequent years are affected by declining premium revenues, as the number of insured loans decreases (primarily due to loan prepayments), and by increasing losses.
Key Performance Indicators
Insurance In Force
As discussed above, premiums we collect and earn are generated based on our IIF, which is a function of our NIW and cancellations. The following table includes a summary of the change in our IIF for the
three and six
months ended
June 30, 2015
and
2014
. In addition, this table includes our risk in force, or RIF, at the end of each period.
Three Months Ended June 30,
Six Months Ended June 30,
(In thousands)
2015
2014
2015
2014
IIF, beginning of period
$
53,253,632
$
34,778,057
$
50,762,594
$
32,028,196
NIW
7,286,659
5,874,334
12,633,479
9,504,907
Cancellations
(3,104,432
)
(1,272,512
)
(5,960,214
)
(2,153,224
)
IIF, end of period
$
57,435,859
$
39,379,879
$
57,435,859
$
39,379,879
Average IIF during the period
$
55,224,827
$
36,973,455
$
53,649,683
$
35,216,295
RIF, end of period
$
13,992,701
$
9,700,549
$
13,992,701
$
9,700,549
Our cancellation activity has been relatively low to date because the average age of our insurance portfolio is young. The following is a summary of our IIF at
June 30, 2015
by vintage:
($ in thousands)
$
%
2015 (through June 30)
$
12,445,502
21.7
%
2014
21,735,013
37.8
2013
15,544,043
27.1
2012
6,588,716
11.5
2011
1,060,637
1.8
2010
61,948
0.1
$
57,435,859
100.0
%
Average Premium Rate
Our average premium rate is dependent on a number of factors, including: (1) the risk characteristics and average coverage on the mortgages we insure; (2) the mix of monthly premiums compared to single premiums in our portfolio; (3) cancellations of non-refundable single premiums during the period; and (4) changes to our pricing.
23
Table of Contents
The following table outlines our average premium rate, which reflects net premiums earned as a percentage of average IIF, for the periods presented:
Three Months Ended June 30,
Six Months Ended June 30,
($ in thousands)
2015
2014
2015
2014
Net premiums earned
$
78,361
$
50,342
$
153,399
$
95,092
Average IIF during the period
$
55,224,827
$
36,973,455
$
53,649,683
$
35,216,295
Average premium rate (annualized)
0.57
%
0.54
%
0.57
%
0.54
%
Persistency Rate
The measure for assessing the impact of policy cancellations on IIF is our persistency rate, defined as the percentage of IIF that remains on our books after any twelve-month period. See additional discussion regarding the impact of the persistency rate on our performance in “— Factors Affecting Our Results of Operations — Persistency and Business Mix.”
Risk to Capital
The risk to capital ratio has historically been used as a measure of capital adequacy in the U.S. mortgage insurance industry and is calculated as a ratio of net risk in force to statutory capital. Net risk in force represents total risk in force net of reinsurance ceded and net of exposures on policies for which loss reserves have been established. Statutory capital for our U.S. insurance companies is computed based on accounting practices prescribed or permitted by the Pennsylvania Insurance Department. See additional discussion in “— Liquidity and Capital Resources — Insurance Company Capital.”
As of
June 30, 2015
, our combined net risk in force for our U.S. insurance companies was
$12.5 billion
and our combined statutory capital was
$816.4 million
, resulting in a risk to capital ratio of
15.3 to 1
. The amount of capital required varies in each jurisdiction in which we operate; however, generally, the maximum permitted risk to capital ratio is 25.0 to 1. State insurance regulators are currently examining their respective capital rules to determine whether, in light of the recent financial crisis, changes are needed to more accurately assess mortgage insurers’ ability to withstand stressful economic conditions. As a result, the capital metrics under which they assess and measure capital adequacy may change in the future. As discussed below, the GSEs announced new PMIERs in the second quarter of 2015 which, when effective on December 31, 2015, will require us and the other private mortgage insurers in our industry to maintain a sufficient level of liquid assets from which to pay claims. See additional discussion in “— Liquidity and Capital Resources —Private Mortgage Insurer Eligibility Requirements.” Independent of the state regulator and GSE capital requirements, management continually assesses the risk of our insurance portfolio and current market and economic conditions to determine the appropriate levels of capital to support our business.
During the
six months ended June 30, 2015
, capital contributions of
$20.0 million
were made by Essent Group Ltd. to a U.S. insurance subsidiary. During the
six months ended June 30, 2014
, capital contributions of
$75.0 million
were made to our U.S. insurance subsidiaries.
24
Table of Contents
Results of Operations
The following table sets forth our results of operations for the periods indicated:
Summary of Operations
Three Months Ended June 30,
Six Months Ended June 30,
(In thousands)
2015
2014
2015
2014
Revenues:
Net premiums written
$
92,399
$
63,505
$
174,656
$
115,697
Increase in unearned premiums
(14,038
)
(13,163
)
(21,257
)
(20,605
)
Net premiums earned
78,361
50,342
153,399
95,092
Net investment income
4,720
3,080
9,000
4,978
Realized investment gains, net
568
68
1,217
468
Other income
418
793
462
1,566
Total revenues
84,067
54,283
164,078
102,104
Losses and expenses:
Provision for losses and LAE
2,314
966
4,313
1,868
Other underwriting and operating expenses
27,148
23,648
54,646
47,107
Total losses and expenses
29,462
24,614
58,959
48,975
Income before income taxes
54,605
29,669
105,119
53,129
Income tax expense
17,412
10,114
33,088
18,568
Net income
$
37,193
$
19,555
$
72,031
$
34,561
Three and Six
Months Ended
June 30, 2015
Compared to the
Three and Six
Months Ended
June 30, 2014
For the
three months ended June 30, 2015
, we reported net income of
$37.2 million
, compared to net income of
$19.6 million
for the
three months ended June 30, 2014
. For the
six months ended June 30, 2015
, we reported net income of
$72.0 million
, compared to net income of
$34.6 million
for the
six months ended June 30, 2014
. The
increase
in our operating results in 2015 over the same periods in 2014 was primarily due to an
increase
in net premiums earned associated with the growth of our IIF and an
increase
in net investment income, partially offset by
increase
s in other underwriting and operating expenses, the provision for losses and loss adjustment expenses and income taxes.
Net Premiums Written and Earned
Net premiums earned
increase
d in the
three months ended June 30, 2015
by
56%
compared to the
three months ended June 30, 2014
due to the
increase
in our average IIF from
$37.0 billion
at
June 30, 2014
to
$55.2 billion
at
June 30, 2015
, as well as an
increase
in the average premium rate from
0.54%
in the
second
quarter of
2014
to
0.57%
in the
second
quarter of
2015
. Net premiums earned
increase
d in the
six months ended June 30, 2015
by
61%
compared to the
six months ended June 30, 2014
due to the
increase
in our average IIF from
$35.2 billion
at
June 30, 2014
to
$53.6 billion
at
June 30, 2015
, as well as an
increase
in the average premium rate from
0.54%
in the
six months ended June 30, 2014
to
0.57%
in the
six months ended June 30, 2015
. The
increase
in the average premium rate is due to changes in the mix of business and an increase in unearned premiums recognized upon the cancellation of non-refundable single premium policies.
The
increase
in net premiums written is due primarily to the
increase
in average IIF of
49%
for the
three months ended June 30, 2015
and
52%
for the
six months ended June 30, 2015
as compared to the comparable periods of
2014
. Net premiums written
increase
d in the
three and six
months ended
June 30, 2015
by
45%
and
51%
, respectively, over the
three and six
months ended
June 30, 2014
.
In the
three months ended June 30, 2015
and
2014
, unearned premiums
increase
d by
$14.0 million
and
$13.2 million
, respectively. The change in unearned premiums was a result of net premiums written on single premium policies of
$28.2 million
and
$19.6 million
, respectively, which was partially offset by
$14.2 million
and
$6.4 million
, respectively, of unearned premium that was recognized in earnings during the periods. In the
six months ended June 30, 2015
and
2014
, unearned premiums increased by
$21.3 million
and
$20.6 million
, respectively. This was a result of net premiums written on single premium policies of
$49.4 million
and
$32.1 million
, respectively, which was partially offset by
$28.1 million
and
$11.5 million
, respectively, of unearned premium that was recognized in earnings during the periods.
25
Table of Contents
Net Investment Income
Our net investment income was derived from the following sources for the period indicated:
Three Months Ended June 30,
Six Months Ended June 30,
(In thousands)
2015
2014
2015
2014
Fixed maturities
$
5,115
$
3,322
$
9,768
$
5,378
Short-term investments
17
19
29
31
Gross investment income
5,132
3,341
9,797
5,409
Investment expenses
(412
)
(261
)
(797
)
(431
)
Net investment income
$
4,720
$
3,080
$
9,000
$
4,978
The
increase
in net investment income for the
three and six
months ended
June 30, 2015
as compared to the same periods in
2014
was due in part to an increase in the weighted average balance of our investment portfolio as a result of investing the proceeds from our secondary offering of common shares in 2014, proceeds from our IPO, and cash flows generated from operations. The
increase
in net investment income is also due to an increase in the yield on the investment portfolio, resulting from a reduction in short-term investments and an increase in higher yielding fixed maturity securities. The average cash and investment portfolio balance was
$1.1 billion
for the
three months ended June 30, 2015
compared to
$839.2 million
for the
three months ended June 30, 2014
. The average cash and investment portfolio balance was
$1.1 billion
for the
six months ended June 30, 2015
compared to
$829.9 million
for the
six months ended June 30, 2014
. The pre-tax investment income yield was
1.8%
and
1.6%
in the
three months ended June 30, 2015
and
2014
, respectively, and
1.8%
and
1.3%
in the
six months ended June 30, 2015
and
2014
, respectively. The pre-tax investment income yields are calculated based on amortized cost. See “— Liquidity and Capital Resources” below for further details of our investment portfolio.
Other Income
Other income includes fees earned for information technology and customer support services provided to Triad, contract underwriting revenues and changes in the fair value of the insurance and certain reinsurance policies issued by Essent Re under the ACIS program. The
decrease
in other income for the
three and six
months ended
June 30, 2015
compared to the same period in
2014
was primarily due to a decrease in the estimated fair value of our ACIS contracts resulting from an increase in observed prepayment speeds associated with the underlying pool of mortgages on the reference STACR notes.
Provision for Losses and Loss Adjustment Expenses
The
increase
in the provision for losses and LAE in the
three and six
months ended
June 30, 2015
as compared to the same periods in
2014
was due to
increase
s in the number of insured loans in default and the seasoning of the underlying loans in default, partially offset by previously identified defaults that cured.
The following table presents a rollforward of insured loans in default for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
2015
2014
2015
2014
Beginning default inventory
505
192
457
159
Plus: new defaults
385
151
766
318
Less: cures
(270
)
(98
)
(590
)
(226
)
Less: claims paid
(15
)
(10
)
(28
)
(16
)
Ending default inventory
605
235
605
235
The
increase
in the number of defaults at
June 30, 2015
compared to
June 30, 2014
was primarily due to an
increase
in our IIF and policies in force, as well as further seasoning of our insurance portfolio.
26
Table of Contents
The following table includes additional information about our loans in default as of the dates indicated:
As of June 30,
2015
2014
Case reserves (in thousands)
$
10,958
$
4,121
Ending default inventory
605
235
Average case reserve per default
$
18,112
$
17,536
Default rate
0.23
%
0.13
%
Claims received included in ending default inventory
15
2
The following tables provide a reconciliation of the beginning and ending reserve balances for losses and LAE and a detail of reserves and defaulted RIF by the number of missed payments and pending claims:
Three Months Ended June 30,
Six Months Ended June 30,
(In thousands)
2015
2014
2015
2014
Reserve for losses and LAE at beginning of period
$
10,065
$
3,804
$
8,427
$
3,070
Add provision for losses and LAE occurring in:
Current period
3,374
1,166
6,079
2,452
Prior years
(1,060
)
(200
)
(1,766
)
(584
)
Incurred losses during the current period
2,314
966
4,313
1,868
Deduct payments for losses and LAE occurring in:
Current period
140
—
140
—
Prior years
308
264
669
432
Loss and LAE payments during the current period
448
264
809
432
Reserve for losses and LAE at end of period
$
11,931
$
4,506
$
11,931
$
4,506
As of June 30, 2015
($ in thousands)
Number of
Policies in
Default
Percentage of
Policies in
Default
Amount of
Reserves
Percentage of
Reserves
Defaulted
RIF
Reserves as a
Percentage of
RIF
Missed payments:
Three payments or less
289
48
%
$
2,797
26
%
$
16,188
17
%
Four to eleven payments
243
40
5,680
52
%
12,715
45
%
Twelve or more payments
58
10
2,003
18
%
2,500
80
%
Pending claims
15
2
478
4
%
540
89
%
Total
605
100
%
10,958
100
%
$
31,943
34
%
IBNR
822
LAE and other
151
Total reserves
$
11,931
27
Table of Contents
As of June 30, 2014
($ in thousands)
Number of
Policies in
Default
Percentage of
Policies in
Default
Amount of
Reserves
Percentage of
Reserves
Defaulted
RIF
Reserves as a
Percentage of
RIF
Missed payments:
Three payments or less
121
51
%
$
1,266
31
%
$
6,316
20
%
Four to eleven payments
92
39
2,026
49
4,083
50
Twelve or more payments
20
9
724
18
990
73
Pending claims
2
1
105
2
103
102
Total
235
100
%
4,121
100
%
$
11,492
36
IBNR
309
LAE and other
76
Total reserves
$
4,506
During the
three months ended June 30, 2015
, the provision for losses and LAE was
$2.3 million
, comprised of
$3.4 million
of current year losses partially offset by
$1.1 million
of favorable prior years’ loss development. During the
three months ended June 30, 2014
, the provision for losses and LAE was
$1.0 million
, comprised of
$1.2 million
of current year losses partially offset by
$0.2 million
of favorable prior years’ loss development. In both periods, the prior years’ loss development is the result of a re-estimation of amounts ultimately to be paid on prior year defaults in the default inventory.
During the
six months ended June 30, 2015
, the provision for losses and LAE was
$4.3 million
, comprised of
$6.1 million
of current year losses partially offset by
$1.8 million
of
favorable
prior years’ loss development. During the
six months ended June 30, 2014
, the provision for losses and LAE was
$1.9 million
, comprised of
$2.5 million
of current year losses partially offset by
$0.6 million
of
favorable
prior years’ loss development. In both periods, the prior years’ loss development is the result of a re-estimation of amounts ultimately to be paid on prior year defaults in the default inventory.
The following table includes additional information about our claims paid and claim severity as of the dates indicated:
Three Months Ended June 30,
Six Months Ended June 30,
($ in thousands)
2015
2014
2015
2014
Number of claims paid
15
10
28
16
Amount of claims paid
$
431
$
263
$
780
$
422
Claim severity
88
%
54
%
81
%
62
%
Other Underwriting and Operating Expenses
Following are the components of our other underwriting and operating expenses for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
2015
2014
2015
2014
($ in thousands)
$
%
$
%
$
%
$
%
Compensation and benefits
$
17,477
64
%
$
15,840
67
%
$
35,663
65
%
$
31,508
67
%
Other
9,671
36
7,808
33
18,983
35
15,599
33
$
27,148
100
%
$
23,648
100
%
$
54,646
100
%
$
47,107
100
%
Number of employees at end of period
355
323
Other underwriting and operating expenses were
$27.1 million
in the
three months ended June 30, 2015
as compared to
$23.6 million
in the
three months ended June 30, 2014
. Other underwriting and operating expenses were
$54.6 million
in the
six months ended June 30, 2015
as compared to
$47.1 million
in the
six months ended June 30, 2014
. The significant factors contributing to the change in other underwriting and operating expenses were:
•
Compensation and benefits
increase
d primarily due to the
increase
in our work force to
355
at
June 30, 2015
from
289
at January 1,
2014
, and an increase in stock compensation expense. Additional employees were hired to support the
28
Table of Contents
growth in our business, particularly in our sales organization, as well as our underwriting and customer service teams. Compensation and benefits includes salaries, wages and bonus, stock compensation expense, benefits and payroll taxes.
•
Other expenses include premium taxes, travel, marketing, hardware, software, rent, depreciation and amortization and other facilities expenses. Other expenses increased as a result of the expansion of our business.
Income Taxes
Our subsidiaries in the United States file a consolidated U.S. Federal income tax return. Our income tax expense was
$17.4 million
and
$10.1 million
for the
three months ended June 30, 2015
and
2014
, respectively. Our income tax expense was
$33.1 million
and
$18.6 million
for the
six months ended June 30, 2015
and
2014
, respectively. Our effective tax rate was
31.9%
and
34.1%
for the
three months ended June 30, 2015
and
2014
, respectively, and
31.5%
and
34.9%
for the
six months ended June 30, 2015
and
2014
, respectively. In 2014, substantially all of our earnings were generated in the United States. For 2015, we expect the proportion of our consolidated earnings generated in Bermuda to increase as a result of insurance and reinsurance contracts executed with Freddie Mac and the quota share reinsurance agreement entered in to by Essent Guaranty and Essent Re effective July 1, 2014. Bermuda does not have a corporate income tax. For interim reporting periods, we use an annualized effective tax rate method required under GAAP to calculate the income tax provision. In the
three months ended June 30, 2015
and
2014
, our effective tax rate reflects the impact of the change in our expectations for the proportion of consolidated earnings to be generated in the United States compared to Bermuda in each year. In the
six months ended June 30, 2015
, our effective tax rate is below the U.S. statutory income tax rate primarily due to the expected proportion of our consolidated earnings to be generated in Bermuda. In the
six months ended June 30, 2014
, our effective tax rate approximated the federal statutory tax rate as earnings in Bermuda were substantially offset by permanent differences.
Liquidity and Capital Resources
Overview
Our sources of funds consist primarily of:
•
our investment portfolio and interest income on the portfolio;
•
net premiums that we will receive from our existing IIF as well as policies that we write in the future; and
•
issuance of capital shares.
Our obligations consist primarily of:
•
claim payments under our policies; and
•
the other costs and operating expenses of our business.
As of
June 30, 2015
, we had substantial liquidity with cash of
$25.6 million
, short-term investments of
$95.4 million
and fixed maturity investments of
$1.1 billion
, and had no debt outstanding. At
June 30, 2015
, net cash and investments at the holding company were
$107.6 million
. Our cash and short-term investment position
decrease
d in the
six months ended June 30, 2015
as compared to the year ended
December 31, 2014
primarily as a result of an increase in amounts invested in our fixed income portfolio. Our cash and short-term investment position increased during the year ended
December 31, 2014
primarily as a result of net proceeds of
$126.7 million
from our secondary offering of common shares which was completed in November 2014 plus cash flows from operations, net of amounts invested in our fixed income portfolio.
Management believes that the Company has sufficient liquidity available both at the holding company and in its insurance and other operating subsidiaries to meet its operating cash needs and obligations and committed capital expenditures for the next 12 months.
While the Company and all of its subsidiaries are expected to have sufficient liquidity to meet all their expected obligations, additional capital may be required to meet any new capital requirements that are adopted by regulatory authorities, or to provide additional capital related to the growth of our risk in force in our mortgage insurance portfolio, or to fund new business initiatives including the insurance activities of Essent Re.
29
Table of Contents
At the operating subsidiary level, liquidity could be impacted by any one of the following factors:
•
significant decline in the value of our investments;
•
inability to sell investment assets to provide cash to fund operating needs;
•
decline in expected revenues generated from operations;
•
increase in expected claim payments related to our IIF; or
•
increase in operating expenses.
Our U.S. insurance subsidiaries are subject to certain capital and dividend rules and regulations prescribed by jurisdictions in which they are authorized to operate and the GSEs. Under the insurance laws of the Commonwealth of Pennsylvania, the insurance subsidiaries may pay dividends during any twelve-month period in an amount equal to the greater of (i) 10% of the preceding year-end statutory policyholder’s surplus or (ii) the preceding year’s statutory net income. The Pennsylvania statute also requires that dividends and other distributions be paid out of positive unassigned surplus absent the Pennsylvania Insurance Commissioner’s prior approval. At
June 30, 2015
, Essent Guaranty had negative unassigned surplus and therefore would require prior approval by the Pennsylvania Insurance Commissioner to make any dividend payment or other distributions in
2015
. At
June 30, 2015
, Essent PA had unassigned surplus of $6.1 million. During the
six months ended June 30, 2015
, Essent PA did not pay a dividend. In
2014
, Essent PA paid a $200,000 dividend to Essent Holdings. Essent Guaranty has paid no dividends since its inception. Essent Re is subject to certain dividend restrictions as prescribed by the Bermuda Monetary Authority and under certain agreements with counterparties. In connection with the quota share reinsurance agreement with Essent Guaranty, Essent Re has agreed to maintain a minimum total equity of $100 million. As of
June 30, 2015
, Essent Re had total equity of
$162.5 million
. At
June 30, 2015
, our insurance subsidiaries were in compliance with these rules, regulations and agreements.
Cash Flows
The following table summarizes our consolidated cash flows from operating, investing and financing activities:
Six Months Ended June 30,
(In thousands)
2015
2014
Net cash provided by operating activities
$
89,846
$
45,247
Net cash used in investing activities
(85,418
)
(504,683
)
Net cash used in financing activities
(3,249
)
(4,039
)
Net increase (decrease) in cash
$
1,179
$
(463,475
)
Operating Activities
Cash flow provided by operating activities totaled
$89.8 million
for the
six months ended June 30, 2015
as compared to cash flow provided by operating activities of
$45.2 million
for the
six months ended June 30, 2014
. The increase in cash flow from operating activities of
$44.6 million
in
2015
was a result of increases in premiums collected and net investment income, partially offset by increases in prepaid taxes and expenses paid.
Investing Activities
Cash flow used in investing activities totaled
$85.4 million
for the
six months ended June 30, 2015
, primarily related to investing cash flows from the business. Cash flow used in investing activities totaled
$504.7 million
for the
six months ended June 30, 2014
primarily related to investing capital contributions from our initial investors received in 2013, proceeds from our initial public offering that was completed in November 2013, and cash flows from the business.
Financing Activities
Cash flow used in financing activities totaled
$3.2 million
for the
six months ended June 30, 2015
, primarily related to the acquisition of treasury stock from employees to satisfy tax withholding obligations, partially offset by excess tax benefits recognized as a result of stock-based compensation. Cash flow used in financing activities totaled
$4.0 million
for the
six
30
Table of Contents
months ended June 30, 2014
, primarily related to a payment made to Triad under the Asset Purchase Agreement, and the acquisition of treasury stock from employees to satisfy tax withholding obligations, partially offset by excess tax benefits recognized as a result of stock-based compensation.
Insurance Company Capital
We compute a risk to capital ratio for our U.S. insurance companies on a separate company statutory basis, as well as for our combined insurance operations. The risk to capital ratio is our net risk in force divided by our statutory capital. Our net risk in force represents risk in force net of reinsurance ceded, if any, and net of exposures on policies for which loss reserves have been established. Statutory capital consists primarily of statutory policyholders’ surplus (which increases as a result of statutory net income and decreases as a result of statutory net loss and dividends paid), plus the statutory contingency reserve. The statutory contingency reserve is reported as a liability on the statutory balance sheet. A mortgage insurance company is required to make annual contributions to the contingency reserve of 50% of net premiums earned. These contributions must generally be maintained for a period of ten years. However, with regulatory approval, a mortgage insurance company may make early withdrawals from the contingency reserve when incurred losses exceed 35% of net premiums earned in a calendar year.
During the
six months ended June 30, 2015
, capital contributions of
$20.0 million
were made by Essent Group Ltd. to a U.S. insurance subsidiary. During the
six months ended June 30, 2014
, capital contributions of
$75.0 million
were made to our U.S. insurance subsidiaries.
Our combined risk to capital calculation for our U.S. insurance operations as of
June 30, 2015
is as follows:
Combined statutory capital:
($ in thousands)
Policyholders’ surplus
$
266,789
Contingency reserves
549,652
Combined statutory capital
$
816,441
Combined net risk in force
$
12,492,050
Combined risk to capital ratio
15.3:1
For additional information regarding regulatory capital, see
Note 10
to our condensed consolidated financial statements. Our combined statutory capital equals the sum of statutory capital of Essent Guaranty plus Essent PA, after eliminating the impact of intercompany transactions. The combined risk to capital ratio equals the sum of the net risk in force of Essent Guaranty and Essent PA divided by combined statutory capital. The information above has been derived from the annual and quarterly statements of our insurance subsidiaries, which have been prepared in conformity with accounting practices prescribed or permitted by the Pennsylvania Insurance Department. Such practices vary from accounting principles generally accepted in the United States.
In 2014 and 2015, Essent Re entered into insurance and reinsurance transactions with Freddie Mac. In 2014, Essent Re also executed a quota share reinsurance transaction with Essent Guaranty to reinsure 25% of Essent Guaranty’s GSE-eligible NIW effective July 1, 2014. As of
June 30, 2015
, Essent Re had total stockholders’ equity of
$162.5 million
and net risk in force of
$1.6 billion
.
Financial Strength Ratings
The insurer financial strength rating of Essent Guaranty, our principal mortgage insurance subsidiary, is
BBB+
with a stable outlook by S&P. On April 27, 2015, Moody’s affirmed its rating of Essent Guaranty at
Baa2
, and changed its outlook to positive from stable. Essent Re is not currently rated by a nationally recognized statistical rating organization.
Private Mortgage Insurer Eligibility Requirements
In the second quarter of 2015, at the direction of the FHFA, Fannie Mae and Freddie Mac finalized the PMIERs, which become effective on December 31, 2015. The PMIERs represent the standards by which private mortgage insurers will be eligible to provide mortgage insurance on loans owned or guaranteed by Fannie Mae and Freddie Mac. The PMIERs include new financial strength requirements incorporating a risk-based framework that will require approved insurers to have a sufficient level of liquid assets from which to pay claims. The PMIERs also include enhanced operational performance
31
Table of Contents
expectations and define remedial actions that will apply should an approved insurer fail to comply with the new requirements. As of
June 30, 2015
, Essent had sufficient assets in its insurance companies to meet the total risk-based required asset amount of the PMIERs.
Financial Condition
Stockholders’ Equity
As of
June 30, 2015
, stockholders’ equity was
$1.0 billion
compared to
$955.7 million
as of
December 31, 2014
. This increase was primarily due to net income generated in
2015
.
Investments
The total fair value of our investment portfolio was
$1.2 billion
as of
June 30, 2015
and
$1.1 billion
as of
December 31, 2014
. In addition, our total cash was
$25.6 million
as of
June 30, 2015
, compared to
$24.4 million
as of
December 31, 2014
.
Investment Portfolio by Asset Class
Asset Class
June 30, 2015
December 31, 2014
($ in thousands)
Fair Value
Percent
Fair Value
Percent
U.S. Treasury securities
$
166,181
14.3
%
$
74,216
7.0
%
U.S. agency securities
3,196
0.3
4,520
0.4
U.S. agency mortgage-backed securities
104,236
9.0
83,540
7.9
Municipal debt securities(1)
260,887
22.5
195,546
18.5
Corporate debt securities
363,632
31.4
296,829
28.1
Mortgage-backed securities
50,750
4.4
66,086
6.3
Asset-backed securities
130,128
11.2
126,188
11.9
Money market funds
80,369
6.9
210,688
19.9
Total Investments
$
1,159,379
100.0
%
$
1,057,613
100.0
%
(1)
At
June 30, 2015
, approximately
67.6%
of municipal debt securities were special revenue bonds,
28.9%
were general obligation bonds,
2.4%
were certificate of participation bonds and
1.1%
were tax allocation bonds. At
December 31, 2014
, approximately
59.7%
of municipal debt securities were special revenue bonds,
37.5%
were general obligation bonds,
1.5%
were tax allocation bonds,
0.8%
were certificate of participation bonds and
0.5%
were special assessment bonds. For information regarding the amortized cost and fair value of the municipal debt securities, see
Note 2
to our condensed consolidated financial statements.
32
Table of Contents
Investment Portfolio by Rating
Rating(1)
June 30, 2015
December 31, 2014
($ in thousands)
Fair Value
Percent
Fair Value
Percent
Aaa
$
509,624
44.0
%
$
545,807
51.6
%
Aa1
53,428
4.6
47,792
4.5
Aa2
77,463
6.7
51,958
4.9
Aa3
67,968
5.9
48,261
4.6
A1
100,655
8.7
74,161
7.0
A2
110,740
9.5
67,413
6.4
A3
86,548
7.5
71,964
6.8
Baa1
70,109
6.0
60,399
5.7
Baa2
72,327
6.2
79,727
7.5
Baa3
10,517
0.9
10,131
1.0
Below Baa3
—
—
—
—
Total Investments
$
1,159,379
100.0
%
$
1,057,613
100.0
%
(1)
Based on ratings issued by Moody’s, if available. S&P rating utilized if Moody’s not available.
Investment Portfolio by Effective Duration
Effective Duration
June 30, 2015
December 31, 2014
($ in thousands)
Fair Value
Percent
Fair Value
Percent
< 1 Year
$
235,260
20.3
%
$
332,399
31.4
%
1 to < 2 Years
132,001
11.4
85,971
8.1
2 to < 3 Years
188,325
16.2
167,504
15.8
3 to < 4 Years
142,899
12.3
106,432
10.1
4 to < 5 Years
97,351
8.4
80,300
7.6
5 or more Years
363,543
31.4
285,007
27.0
Total Investments
$
1,159,379
100.0
%
$
1,057,613
100.0
%
33
Table of Contents
Top Ten Portfolio Holdings
June 30, 2015
Rank
($ in thousands)
Security
Fair Value
Amortized
Cost
Unrealized
Gain (Loss)(1)
Credit
Rating(2)
1
US Treasury 2.125% 5/15/2025
$
16,005
$
15,901
$
104
Aaa
2
US Treasury 2.375% 8/15/2024
15,282
15,132
150
Aaa
3
US Treasury 2.250% 11/15/2024
12,424
12,873
(449
)
Aaa
4
US Treasury 1.500% 5/31/2020
11,934
11,892
42
Aaa
5
US Treasury 1.000% 9/30/2016
10,076
10,063
13
Aaa
6
US Treasury 0.750% 3/15/2017
10,035
10,014
21
Aaa
7
US Treasury 0.625% 12/15/2016
10,020
10,001
19
Aaa
8
US Treasury 0.500% 6/30/2016
10,016
10,018
(2
)
Aaa
9
US Treasury 1.625% 6/30/2020
9,499
9,441
58
Aaa
10
US Treasury 2.000% 2/15/2025
6,801
6,989
(188
)
Aaa
Total
$
112,092
$
112,324
$
(232
)
Percent of Investment Portfolio
9.7
%
(1)
As of
June 30, 2015
, for securities in unrealized loss positions, management believes decline in fair values is principally associated with the changes in the interest rate environment subsequent to their purchase and there are no other-than-temporary impairments. Also, see
Note 2
to our condensed consolidated financial statements, which summarizes the aggregate amount of gross unrealized losses by asset class in which the fair value of investments has been less than cost for less than 12 months and for 12 months or more.
(2)
Based on ratings issued by Moody’s, if available. S&P rating utilized if Moody’s not available.
Rank
December 31, 2014
($ in thousands)
Security
Fair Value
1
US Treasury 2.375% 8/15/2024
$
16,907
2
US Treasury 1.500% 11/30/2019
8,744
3
US Treasury 2.000% 10/31/2021
7,520
4
Fannie Mae 4.500% MBS 30Yr
7,064
5
Freddie Mac 4.000% MBS 30Yr
6,891
6
US Treasury 2.750% 2/15/2024
5,498
7
US Treasury 2.000% 8/31/2021
5,216
8
Ally Master Owner Trust ABS 2014-1 A1
5,045
9
US Treasury 2.000% 11/15/2021
5,019
10
Sysco Corporation 3.000% 10/2/2021
4,680
Total
$
72,584
Percent of Investment Portfolio
6.9
%
34
Table of Contents
The following table includes municipal debt securities for states that represent more than 10% of the total municipal bond position as of
June 30, 2015
:
($ in thousands)
Fair Value
Amortized
Cost
Credit
Rating (1), (2)
Texas
Dallas/Fort Worth International Airport
$
2,909
$
2,787
A1
The University of Texas
2,531
2,460
Aaa
City of Houston TX
2,335
2,318
Aa2
City of Austin TX Electric Utility
2,255
2,255
A1
Cypress-Fairbanks Independent School District
2,159
2,161
Aaa
Harris County Cultural Education
1,979
2,000
A1
City of Dallas TX Waterworks & Sewer
1,771
1,788
Aa1
Alamo Community College District
1,748
1,739
Aaa
North Texas Tollway Authority
1,669
1,691
A3
Tarrant Regional Water District
1,554
1,582
Aaa
Alvin Independent School District
1,265
1,289
Aaa
Texas Transportation Commission
1,198
1,175
Aaa
Houston Texas Combined Utility System
1,180
1,135
Aa2
County of Dallas TX
1,102
1,103
Aaa
Pasadena Independent School District
1,078
1,073
Aaa
Tarrant County Cultural Education
1,069
1,058
Aa3
State of Texas Public Finance Authority
1,050
1,049
Aaa
County of Rockwall TX
794
794
Aa2
Central Texas Turnpike System
646
675
Baa1
City of El Paso TX
598
571
Aa1
$
30,890
$
30,703
(1)
None of the above securities include financial guaranty insurance. Certain securities include state enhancements. The above ratings exclude the effect of such state enhancements.
(2)
Based on ratings issued by Moody’s if available. S&P rating utilized if Moody’s is not available.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements or financing activities with special-purpose entities.
35
Table of Contents
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We own and manage a large investment portfolio of various holdings, types and maturities. Investment income is one of our primary sources of cash flow supporting operations and claim payments. The assets within the investment portfolio are exposed to the same factors that affect overall financial market performance. While our investment portfolio is exposed to factors affecting markets worldwide, it is most sensitive to fluctuations in the drivers of U.S. markets.
We manage market risk via defined investment policy implemented by our treasury function with oversight from our board of directors and our senior management. Important drivers of our market risk exposure monitored and managed by us include but are not limited to:
•
Changes to the level of interest rates.
Increasing interest rates may reduce the value of certain fixed-rate bonds held in the investment portfolio. Higher rates may cause variable-rate assets to generate additional income. Decreasing rates will have the reverse impact. Significant changes in interest rates can also affect persistency and claim rates which may in turn require that the investment portfolio be restructured to better align it with future liabilities and claim payments. Such restructuring may cause investments to be liquidated when market conditions are adverse.
•
Changes to the term structure of interest rates.
Rising or falling rates typically change by different amounts along the yield curve. These changes may have unforeseen impacts on the value of certain assets.
•
Market volatility/changes in the real or perceived credit quality of investments.
Deterioration in the quality of investments, identified through changes to our own or third-party (e.g., rating agency) assessments, will reduce the value and potentially the liquidity of investments.
•
Concentration Risk.
If the investment portfolio is highly concentrated in one asset, or in multiple assets whose values are highly correlated, the value of the total portfolio may be greatly affected by the change in value of just one asset or a group of highly correlated assets.
•
Prepayment Risk.
Bonds may have call provisions that permit debtors to repay prior to maturity when it is to their advantage. This typically occurs when rates fall below the interest rate of the debt.
Market risk is measured for all investment assets at the individual security level. Market risks that are not fully captured by the quantitative analysis are highlighted. In addition, material market risk changes that occur from the last reporting period to the current are discussed. Changes to how risks are managed will also be identified and described.
At
June 30, 2015
, the effective duration of our investment portfolio, including cash, was
3.7
years, which means that an instantaneous parallel shift (movement up or down) in the yield curve of 100 basis points would result in a change of
3.7
% in fair value of our investment portfolio. Excluding cash, our investment portfolio effective duration was
4.0
years, which means that an instantaneous parallel shift (movement up or down) in the yield curve of 100 basis points would result in a change of
4.0
% in fair value of our investment portfolio.
Item 4. Controls and Procedures
Disclosure Controls
Our management carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of
June 30, 2015
, the end of the period covered by this Quarterly Report.
Changes in Internal Control Over Financial Reporting
During our most recent fiscal quarter, there has not been any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
36
Table of Contents
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently subject to any material legal proceedings.
Item 1A. Risk Factors
Risk factors that affect our business and financial results are discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2014
. There have been no material changes in our risk factors from those previously disclosed in our Annual Report. You should carefully consider the risks described in our Annual Report, which could materially affect our business, financial condition or future results. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Repurchases of Securities
The table below sets forth information regarding repurchases of our common shares during the
three months ended June 30, 2015
. All of the shares represent common shares that were tendered to the Company by employees in connection with the vesting of restricted shares to satisfy tax withholding obligations. We do not consider these transactions to be a share buyback program.
Period
Total
Number of
Shares
Purchased
Average Price
Paid Per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Maximum Number
of Shares that
May Yet Be
Purchased Under
the Plans or
Programs
April 1 - April 30, 2015
—
—
—
—
May 1 - May 31, 2015
1,242
$
24.75
—
—
June 1 - June 30, 2015
915
$
27.66
—
—
Total
2,157
—
—
Item 5.
Other Information
On August 5, 2015, upon the recommendation of the compensation committee, the Company’s board of directors approved the annual leadership bonus program for 2015 (the “2015 Plan”) pursuant to the Essent Group Ltd. Annual Incentive Plan and set the level of potential awards and determined the financial targets and other performance measures which, if attained, would result in the payment of awards to the Company’s president and chief executive officer and other named executive officers under the 2015 Plan.
37
Table of Contents
Item 6. Exhibits
(a)
Exhibits:
Exhibit
No.
Description
10.1*
Form of Annual Leadership Bonus Program
31.1
Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101†
The following financial information from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, formatted in XBRL (Extensible Business Reporting Language) and filed electronically herewith: (i) the Condensed Consolidated Balance Sheets (Unaudited); (ii) the Condensed Consolidated Statements of Comprehensive Income (Unaudited); (iii) the Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited); (iv) the Condensed Consolidated Statements of Cash Flows (Unaudited); and (v) the Notes to Condensed Consolidated Financial Statements (Unaudited), tagged as blocks of text.
*
Management contract or compensatory plan or arrangement
†
Pursuant to applicable securities laws and regulations, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections.
38
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on the date indicated.
ESSENT GROUP LTD.
Date:
August 10, 2015
/s/ MARK A. CASALE
Mark A. Casale
President, Chief Executive Officer and Chairman
(Principal Executive Officer)
Date:
August 10, 2015
/s/ LAWRENCE E. MCALEE
Lawrence E. McAlee
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Date:
August 10, 2015
/s/ DAVID B. WEINSTOCK
David B. Weinstock
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
39
Table of Contents
EXHIBIT INDEX
Exhibit
No.
Description
10.1*
Form of Annual Leadership Bonus Program
31.1
Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101†
The following financial information from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, formatted in XBRL (Extensible Business Reporting Language) and filed electronically herewith: (i) the Condensed Consolidated Balance Sheets (Unaudited); (ii) the Condensed Consolidated Statements of Comprehensive Income (Unaudited); (iii) the Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited); (iv) the Condensed Consolidated Statements of Cash Flows (Unaudited); and (v) the Notes to Condensed Consolidated Financial Statements (Unaudited), tagged as blocks of text.
*
Management contract or compensatory plan or arrangement
†
Pursuant to applicable securities laws and regulations, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections.
40