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UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q/A (Mark One) For the quarterly period ended June 30, 2007 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 1-11356 Radian Group Inc. 1601 Market Street, Philadelphia PA 19103 (215) 231-1000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x See Explanatory Not
e. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b2 of the Exchange Act. (Check One): Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Exchange Act). 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: 80,408,329 shares of common stock: $0.001 par value per share, outstanding on July 31, 2007.
Washington, D.C. 20549
(Amendment No. 1)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Commission File Number)
(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.)
(Address of principal executive offices) (Zip Code)
(Registrants Telephone Number, Including Area Code)
Yes ¨ No x
EXPLANATORY NOTE
On August 9, 2007, Radian Group, Inc. (the Company) filed its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007 (the Prior 10-Q). The Companys independent registered public accounting firm, Deloitte & Touche, LLP (Deloitte), had not, at the time the Prior Form 10-Q was filed with the U.S. Securities and Exchange Commission, completed its review of the interim financial statements. Deloitte needed to review additional documentation supporting the conclusion that the impairment charge relating to the Companys interest in Credit-Based Asset Servicing and Securitization LLC (C-BASS) occurred after June 30, 2007. Deloitte is currently reviewing additional documentation provided by Radian. Radian does not anticipate any changes or amendments to the interim financial statements included in the Prior 10-Q in connection with the foregoing.
Item 6. Exhibits
Exhibit No. | Exhibit Name | |
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+11 | Statement re: Computation of Per Share Earnings | |
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*31 | Rule 1314(a) Certifications | |
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*32 | Section 1350 Certifications | |
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+ | Previously filed | |
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* | Filed herewith | |
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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.
Radian Group Inc. | ||||
Date: | August 13, 2007 | /s/ C. Robert Quint________________ | ||
C. Robert Quint | ||||
Executive Vice President and Chief Financial Officer |
EXHIBIT 31 |
CERTIFICATIONS |
I, Sanford A. Ibrahim, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q/A of Radian Group Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and | ||
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): | |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. | ||
Date: August 13, 2007 | /S/ S. A. IBRAHIM | |
| ||
Sanford A. Ibrahim | ||
Chief Executive Officer |
I, C. Robert Quint, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q/A of Radian Group Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and | ||
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): | |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. | ||
Date: August 13, 2007 | /S/ C. Robert Quint | |
| ||
C. Robert Quint | ||
Chief Financial Officer |
EXHIBIT 32 |
Section 1350 Certifications |
I, Sanford A. Ibrahim, Chief Executive Officer of Radian Group Inc., and I, C. Robert Quint, Chief Financial Officer of Radian Group Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2007 (the Periodic Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Radian Group Inc.
Date: August 13, 2007 | /S/ S. A. IBRAHIM | |
| ||
Sanford A. Ibrahim | ||
/S/ C. ROBERT QUINT | ||
| ||
C. Robert Quint |