UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2004
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-11356
Radian Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 23-2691170 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 1601 Market Street, Philadelphia, PA | 19103 | |
| (Address of principal executive offices) | (zip code) |
(215) 564-6600
(Registrants 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 if such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 92,756,215 shares of Common Stock, $0.001 par value, outstanding on August 2, 2004.
Radian Group Inc. and Subsidiaries
INDEX
| FORWARD - LOOKING STATEMENT DISCLAIMER | i |
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
All statements in this report that address operating performance, events or developments that we expect or anticipate may occur in the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the U.S. Private Securities Litigation Reform Act of 1995. These statements are made on the basis of managements current views and assumptions with respect to future events. The forward-looking statements, as well as the Companys prospects as a whole, are subject to risks and uncertainties including the following:
| | changes in general financial and political conditions, such as extended national economic recessions, business failures, changes in housing values, changes in unemployment rates, changes or volatility in interest rates, changes in investor perceptions of the strength of private mortgage insurers or financial guaranty providers, investor concern over the credit quality of municipalities and corporations, and specific risks faced by the particular businesses, municipalities or pools of assets covered by the Companys insurance; |
| | economic changes in geographic regions where the Companys mortgage insurance or financial guaranty insurance in force is more concentrated; |
| | the loss of significant customers with whom the Company has a concentration of its mortgage insurance and financial guaranty insurance in force; |
| | increased concentration of servicers in the mortgage lending industry making the Companys mortgage insurance business vulnerable to a rise in delinquencies in its insured portfolio; |
| | increased severity or frequency of losses associated with certain of the Companys products that are riskier than traditional mortgage insurance and financial guaranty insurance policies, such as insurance on high-LTV, adjustable-rate mortgage and non-prime mortgage loans, credit insurance on non-traditional mortgage related assets such as second mortgages and manufactured housing, credit enhancement of mortgage related capital market transactions, guaranties on certain asset-backed transactions and securitizations, guaranties on obligations under credit default swaps and trade credit reinsurance; |
| | increased commitment to insure mortgage loans with unacceptable risk profiles through the Companys delegated underwriting program; |
| | material changes in persistency rates of the Companys mortgage insurance policies caused by changes in refinancing activity, appreciating or depreciating home values and changes in the mortgage insurance cancellation requirements of mortgage lenders and investors; |
| | reduced ability to recover amounts paid on defaulted mortgages by taking title to a mortgaged property due to a failure of housing values to appreciate; |
| | downgrades of the insurance financial strength ratings assigned by the major rating agencies to any of the Companys operating subsidiaries at any time, which have occurred in the past; |
| | intense competition for the Companys mortgage insurance business from others such as the Federal Housing Administration and Veterans Administration or other private mortgage insurers, and from alternative products such as 80-10-10 loan structures used by mortgage lenders or other forms of credit enhancement used by investors; |
| | changes in the business practices of Fannie Mae and Freddie Mac, the largest purchasers of mortgage loans insured by the Company; |
| | intense competition for the Companys financial guaranty business from other financial guaranty insurers, and from other forms of credit enhancement such as letters of credit, guaranties and credit default swaps provided by foreign and domestic banks and other financial institutions; |
| | changes in the demand for private mortgage insurance caused by legislative and regulatory changes such as increases in the maximum loan amount that the Federal Housing Administration can insure; |
| | changes in claims against mortgage insurance products as a result of aging of the Companys mortgage insurance policies; |
i
| | changes in the demand for financial guaranty insurance caused by changes in laws and regulations affecting the municipal, asset-backed securities markets and trade credit reinsurance; |
| | changes in the Companys ability to maintain sufficient reinsurance capacity needed to comply with regulatory, rating agency and internal single-risk retention limits in an increasingly concentrated reinsurance market; |
| | vulnerability to the performance of the Companys strategic investments; and |
| | the loss of executive officers or other key personnel. |
You also should refer to the risks discussed in other documents the Company files with the SEC, including the risk factors detailed in its annual report on Form 10-K for the year ended December 31, 2003 in the section immediately preceding Part I of the report. The Company does not intend to and disclaims any duty or obligation to update or revise any forward-looking statements made in this report to reflect new information or future events or for any other reason.
ii
PART I FINANCIAL INFORMATION
Radian Group Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| (In thousands, except per share amounts) | June 30 2004 |
December 31 2003 |
||||||
| Assets |
||||||||
| Investments |
||||||||
| Fixed maturities held to maturity at amortized cost (fair value $243,382 and $291,060) |
$ | 232,723 | $ | 273,995 | ||||
| Fixed maturities available for sale at fair value (amortized cost $4,273,548 and $3,996,275) |
4,321,143 | 4,170,261 | ||||||
| Trading securities at fair value (cost $51,720 and $50,436) |
60,340 | 53,806 | ||||||
| Equity securities at fair value (cost $206,627 and $213,281) |
235,234 | 249,634 | ||||||
| Short-term investments |
216,787 | 255,073 | ||||||
| Other invested assets |
3,972 | 4,593 | ||||||
| Total investments |
5,070,199 | 5,007,362 | ||||||
| Cash |
45,510 | 67,169 | ||||||
| Investment in affiliates |
337,795 | 328,478 | ||||||
| Deferred policy acquisition costs |
207,508 | 218,779 | ||||||
| Prepaid federal income taxes |
420,840 | 358,840 | ||||||
| Provisional losses recoverable |
36,230 | 48,557 | ||||||
| Accrued investment income |
58,860 | 53,702 | ||||||
| Accounts and notes receivable |
82,566 | 73,856 | ||||||
| Property and equipment, at cost (less accumulated depreciation of $39,055 and $30,217) |
68,975 | 71,436 | ||||||
| Other assets |
202,229 | 217,588 | ||||||
| Total assets |
$ | 6,530,712 | $ | 6,445,767 | ||||
| Liabilities and Stockholders Equity |
||||||||
| Unearned premiums |
$ | 726,689 | $ | 718,649 | ||||
| Reserve for losses and loss adjustment expenses |
775,375 | 790,380 | ||||||
| Long-term debt |
717,514 | 717,404 | ||||||
| Current income taxes |
| 24,092 | ||||||
| Deferred federal income taxes |
700,252 | 688,262 | ||||||
| Accounts payable and accrued expenses |
265,188 | 281,136 | ||||||
| Total liabilities |
3,185,018 | 3,219,923 | ||||||
| Commitments and Contingencies (Note 15) |
||||||||
| Common stockholders equity |
||||||||
| Common stock: par value $.001 per share; 200,000,000 shares authorized; 96,202,153 and 95,851,346 shares issued in 2004 and 2003, respectively |
96 | 96 | ||||||
| Treasury stock: 2,728,417 and 1,840,044 shares in 2004 and 2003, respectively |
(103,817 | ) | (60,503 | ) | ||||
| Additional paid-in capital |
1,272,088 | 1,259,559 | ||||||
| Retained earnings |
2,123,201 | 1,886,548 | ||||||
| Accumulated other comprehensive income |
54,126 | 140,144 | ||||||
| Total stockholders equity |
3,345,694 | 3,225,844 | ||||||
| Total liabilities and stockholders equity |
$ | 6,530,712 | $ | 6,445,767 | ||||
See notes to unaudited condensed consolidated financial statements.
1
Radian Group Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
| Quarter Ended June 30 |
Six Months Ended June 30 |
|||||||||||||||
| (In thousands, except per share amounts) | 2004 |
2003 |
2004 |
2003 |
||||||||||||
| Revenues: |
||||||||||||||||
| Premiums written: |
||||||||||||||||
| Direct |
$ | 311,215 | $ | 239,537 | $ | 562,732 | $ | 451,214 | ||||||||
| Assumed |
41,920 | 52,093 | (8,353 | ) | 111,781 | |||||||||||
| Ceded |
(21,866 | ) | (17,734 | ) | (41,682 | ) | (36,739 | ) | ||||||||
| Net premiums written |
331,269 | 273,896 | 512,697 | 526,256 | ||||||||||||
| Increase in unearned premiums |
(72,020 | ) | (18,884 | ) | (10,028 | ) | (45,115 | ) | ||||||||
| Premiums earned |
259,249 | 255,012 | 502,669 | 481,141 | ||||||||||||
| Net investment income |
50,879 | 47,004 | 100,584 | 93,676 | ||||||||||||
| Equity in net income of affiliates |
52,172 | 33,859 | 84,654 | 48,747 | ||||||||||||
| Other income |
7,396 | 15,403 | 15,796 | 29,960 | ||||||||||||
| Total revenues |
369,696 | 351,278 | 703,703 | 653,524 | ||||||||||||
| Expenses: |
||||||||||||||||
| Provision for losses |
116,560 | 95,540 | 231,327 | 163,298 | ||||||||||||
| Policy acquisition costs |
31,372 | 31,368 | 53,655 | 62,385 | ||||||||||||
| Other operating expenses |
52,424 | 56,565 | 105,583 | 101,006 | ||||||||||||
| Interest expense |
8,364 | 9,652 | 18,018 | 18,236 | ||||||||||||
| Total expenses |
208,720 | 193,125 | 408,583 | 344,925 | ||||||||||||
| Gains and losses: |
||||||||||||||||
| Gains on sales of investments |
5,287 | 2,824 | 31,963 | 6,849 | ||||||||||||
| Change in fair value of derivative instruments |
12 | (4,829 | ) | 4,659 | (12,727 | ) | ||||||||||
| Total gains (losses) |
5,299 | (2,005 | ) | 36,622 | (5,878 | ) | ||||||||||
| Pretax income |
166,275 | 156,148 | 331,742 | 302,721 | ||||||||||||
| Provision for income taxes |
45,772 | 44,474 | 91,229 | 86,275 | ||||||||||||
| Net income |
$ | 120,503 | $ | 111,674 | $ | 240,513 | $ | 216,446 | ||||||||
| Net income available to common stockholders |
$ | 120,503 | $ | 111,674 | $ | 240,513 | $ | 216,446 | ||||||||
| Basic net income per share |
$ | 1.28 | $ | 1.20 | $ | 2.56 | $ | 2.32 | ||||||||
| Diluted net income per share |
$ | 1.27 | $ | 1.18 | $ | 2.53 | $ | 2.29 | ||||||||
| Average number of common shares outstanding basic |
93,844 | 93,341 | 93,933 | 93,367 | ||||||||||||
| Average number of common and common equivalent shares outstanding - diluted |
94,903 | 94,360 | 94,991 | 94,328 | ||||||||||||