UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K10-K/A
(Amendment No. 1)
☒ þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED December 31, 20172018
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 000-25001
FederatedNationalFedNat Holding Company
(Exact name of registrant as specified in its charter) |
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| Florida | | 65-0248866 |
| (State or Other Jurisdiction of Incorporation or Organization) | | (IRS Employer Identification Number) |
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14050 N.W. 14th Street, Suite 180, Sunrise, FL | | 33323 |
| (Address of principal executive offices) | | (Zip Code) |
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| | Registrant’s telephone number, including area code: 800-293-2532 | |
| | Securities registered pursuant to Section 12(b) of the Exchange Act: | |
| Title of Each Class | | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.01 per share | | NASDAQ Global Market |
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒þ
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒þ
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 ☒þ No ☐
Indicate by check mark whether the registrant has electronically submitted 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 ☒þ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer ☐ | Accelerated filer ☒þ | Non‑accelerated filer ☐ | Smaller reporting company ☐ |
| Emerging growth company ☐ | | (Do not check if a smaller reporting company) | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒þ
The aggregate market value of the Registrant’s common stock held by non-affiliates was $192,340,736$271,751,346 on June 30, 2017,2018, computed on the basis of the closing sale price of the Registrant’s common stock on that date.
As of March 8, 2018,April 26, 2019, the total number of common shares outstanding of Registrant’s common stock was 12,708,152.13,228,114.
Certain information required by Part III of this Form 10-K will be incorporated by reference from the Registrant’s definitive proxy statement or included in a Form 10-K/A that will be filed not later than 120 days after the end of the fiscal year ended December 31, 2017.Documents Incorporated By Reference: None
FEDERATED NATIONAL HOLDING COMPANY
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PART IEXPLANATORY NOTE | | |
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ITEM 1PART III | . | |
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ITEM 1A10 | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | | |
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ITEM 1B11 | EXECUTIVE COMPENSATION | | |
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ITEM 212 | | |
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ITEM 3 | | |
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ITEM 4 | | |
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PART II | | |
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ITEM 5 | | |
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ITEM 6 | | |
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ITEM 7 | | |
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ITEM 7A | | |
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ITEM 8 | | |
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ITEM 9 | | |
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ITEM 9A | | |
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ITEM 9B | | |
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PART III | | |
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ITEM 10 | | |
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ITEM 11 | | |
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ITEM 12 | | |
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ITEM 13 | | |
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| ITEM 14 | | |
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| PART IV | . | |
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| ITEM 15 | | |
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ITEM 16SIGNATURES | | |
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PART IEXPLANATORY NOTE
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
ThisThe purpose of this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) is to include the information required by Items 10 through 14 of Part III of Form 10-K, which was omitted from FedNat Holding Company’s (the "Company") Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements withinfor the meaning of Section 27Afiscal year ended December 31, 2018 as filed on March 7, 2019 (the “Original Form 10-K”). Except as expressly set forth in this Amendment No. 1, no portion of the Securities Act of 1933, asOriginal Form 10-K is being amended or the Securities Act, and Section 21E ofupdated by this Amendment No. 1.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended or(the “Exchange Act”), Amendment No. 1 also contains new certifications of the Exchange Act. TheseCompany’s Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are therefore entitledincluded in Amendment No. 1, and Amendment No. 1 does not contain or amend any disclosure with respect to the protectionItems 307 or 308 of the safe harbor provisions of these laws. These statements may be identifiedRegulation S-K promulgated by the use of forward-looking terminology such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “forecast,” “guidance,” “indicate,” “intend,” “may,” “might,” “outlook,” “plan,” “possibly,” “potential,” “predict,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” “will,” “would,” “will be,” “will continue” or the negative thereof or other variations thereon or comparable terminology. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve a number of risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Management cautions that the forward-looking statements contained in this Annual Report are not guarantees of future performance, and we cannot assume that such statements will be realized or the forward-looking events and circumstances will occur. Factors that might cause such a difference include, without limitation, the risks and uncertainties discussed under “Risk Factors” in this Annual Report, and discussed from time to time in our reports filed with theU.S. Securities and Exchange Commission (“SEC”).
Given these risksunder the Exchange Act, paragraphs 3, 4 and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included or incorporated by reference into this Annual Report are made only as5 of the date hereof. We do not undertake and specifically decline any obligation to update any suchSection 302 certifications have been omitted. In addition, because no financial statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments.
ITEM 1. BUSINESS
GENERAL
Federated National Holding Company (“FNHC,” the “Company,” “we,” “us,” or “our”) is an insurance holding company that controls substantially all aspectsare included in Amendment No. 1, new certifications of the insurance underwriting, distributionCompany’s Chief Executive Officer and claims processes through our subsidiaries and contractual relationships with independent agents and general agents. We, through our wholly owned subsidiaries,Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are authorized to underwrite, and/or place homeowners multi-peril (“homeowners”), personal automobile, commercial general liability, federal flood and other lines of insurance in Florida and other states. We market, distribute and service our own and third-party insurers’ products and other services through a network of independent and general agents.
Federated National Insurance Company (“FNIC”), one of our wholly owned insurance subsidiaries, is licensed as an admitted carrier, to write specific lines of insurance by the state’s insurance departments, in Florida, Louisiana, Texas, Georgia, South Carolina and Alabama. Monarch National Insurance Company (“MNIC”), our other insurance subsidiary, is licensed as an admitted carrier in Florida. Admitted carriers are bound by rate and form regulations, and are strictly regulated to protect policyholders. Admitted carriers are alsonot required to financially contribute to the state guarantee fund used to pay for losses if an insurance carrier becomes insolvent or unable to pay loss amounts due to their policyholders.be included with Amendment No. 1.
Through our wholly-owned subsidiary, FedNat Underwriters, Inc. (“FNU”), we serve as managing general agent for FNIC and MNIC. MNIC was founded in 2015 through a joint venture. On February 21, 2018, FNIC acquired the interests in MNIC’s indirect parent company, Monarch Delaware Holdings LLC (“Monarch Delaware”) from our joint venture partners (see “Joint Venture,” below, for more information).
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| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| Gross premiums written | (In thousands) |
| Homeowners: | | | | | |
| Florida | $ | 482,039 |
| | $ | 477,489 |
| | $ | 427,428 |
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| Louisiana | 31,312 |
| | 25,385 |
| | 18,540 |
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| South Carolina | 10,803 |
| | 6,531 |
| | 1,518 |
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| Alabama | 4,110 |
| | 3,332 |
| | 2,280 |
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| Texas | 8,491 |
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| Total homeowners | 536,755 |
| | 512,737 |
| | 449,766 |
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| Personal automobile: | | | | | |
| Texas | 19,324 |
| | 34,239 |
| | 17,916 |
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| Georgia | 22,479 |
| | 31,831 |
| | 2,762 |
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| Florida | 1,265 |
| | 1,745 |
| | 1,200 |
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| Alabama | 437 |
| | 1,664 |
| | 34 |
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| Total personal automobile | 43,505 |
| | 69,479 |
| | 21,912 |
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| Commercial general liability | 11,048 |
| | 13,256 |
| | 13,928 |
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| Federal flood | 12,109 |
| | 10,013 |
| | 8,164 |
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| Gross premiums written total | $ | 603,417 |
| | $ | 605,485 |
| | $ | 493,770 |
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Joint Venture
Monarch National Insurance Company
In March 2015, we organized MNIC and obtained its certificate of authority to write homeowners property and casualty insurance in Florida from the Florida Office of Insurance Regulation (the “Florida OIR”). We and Crosswinds Investor Monarch LP (“Crosswinds Investor”), a wholly-owned subsidiary of Crosswinds Holdings Inc. (“Crosswinds Holdings”), a private equity firm and asset manager, each invested $14.0 million for a 42.4% membership interest (each holding 50.0% of the voting interests in Monarch Delaware). Transatlantic Reinsurance Company (“TransRe”), an international property and casualty reinsurance company invested $5.0 million for a 15.2% non-voting membership interest in Monarch Delaware. TransRe also received a six-year promissory note in the principal amount of $5.0 million bearing an annual interest rate of 6.0% payable by Monarch National Holding Company, (“Monarch Holding”) the direct parent of MNIC and wholly owned subsidiary of Monarch Delaware (together with MNIC and Monarch Holding, the “Monarch Entities”). Crosswinds AUM LLC (“Crosswinds AUM”) provided investment management services to the Monarch Entities pursuant to an investment management agreement between the Monarch Entities and Crosswinds AUM.
MNIC expands our ability to provide insurance policies in Florida and strengthens our relationships with our partner agents. In connection with the organization of MNIC through the joint venture, we entered into the following agreements:
FNU and MNIC entered into a managing general agent and claims administration agreement, pursuant to which FNU provides underwriting, accounting, reinsurance placement and claims administration services to MNIC. FNU receives 4% of MNIC’s total written annual premium, excluding acquisition expenses payable to agents, for FNU’s managing general agent services; 3.6% of MNIC’s total earned annual premium for FNU’s claims administration services; and, a per-policy administrative fee of $25 for each policy underwritten for MNIC. We also receive an annual expense reimbursement for accounting and related services.
The Monarch Entities and Crosswinds AUM, a wholly owned subsidiary of Crosswinds Holdings, entered into an investment management agreement, pursuant to which Crosswinds AUM will manage the investment portfolios of the Monarch Entities. The management fee, on an annual basis, is 0.75% of assets under management up to $100 million 0.50% of assets under management of more than $100 million but less than $200 million; and, 0.30% of assets under management of more than $200 million.
MNIC and TransRe also entered into a reinsurance capacity right of first refusal agreement, pursuant to which TransRe has a right of first refusal for all quota share and excess of loss reinsurance agreements that MNIC deems necessary in its sole discretion for so long as TransRe remains a member of Monarch Delaware or the MNHC debt remains outstanding. TransRe also has the right to provide, at market rates and terms, a maximum of 15% of any reinsurance coverage obtained by MNIC in any individual reinsurance contract.
Our Chief Executive Officer holds his respective position and our Chief Accounting Officer holds the position of Chief Financial Officer with the Monarch Entities while each remain employed by us.
On November 27, 2017, we entered into a purchase and sale agreement with Crosswinds Investor and TransRe, whereby we agreed to purchase Crosswinds Investor’s 42.4% Class A membership interest and 50.0% voting interest for $12.3 million, and TransRe’s 15.2% non-voting membership interest in Monarch Delaware for $4.4 million. We completed this transaction on February 21, 2018 for the agreed upon purchase price and repaid the outstanding principal balance and interest due on the $5.0 millionpromissory note to TransRe. Following the closing, Monarch Delaware and Monarch Holdings were merged into FNIC. With the completion of these transaction, FNIC owns 100% of MNIC.
Crosswinds AUM continues to serve as a consultant to FNHC for a quarterly fee of $75,000 through December 31, 2018, and a subsidiary of Crosswinds Holdings and TransRe each have a right of first refusal through December 31, 2018 to participate in our catastrophe excess of loss reinsurance program, at market rates and terms, up to a placement of $10.0 million in reinsurance limit in the aggregate from Crosswinds Holdings and up to a placement of $10.0 million in reinsurance limit in excess of its placement on our current catastrophe excess of loss reinsurance program from TransRe.
Refer to Note 14. Variable Interest Entity, in the Notes to Consolidated Financial Statements set forth in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report, for additional information regarding the accounting and consolidation of the joint venture.
Southeast Catastrophe Consulting Company, LLC
The Company owns 33% of Southeast Catastrophe Consulting Company, LLC (“SECCC”), based in Mobile, Alabama. The Company has an agreement with SECCC in which it provides claims adjusting services for FNIC and MNIC, primarily in the event of catastrophes, such as Hurricane Irma and Matthew.
Material Distribution Relationships
We are a party to an insurance agency master agreement with Ivantage Select Agency, Inc. (“ISA”), an affiliate of Allstate Insurance Company (“Allstate”), pursuant to which we have been authorized by ISA to appoint Allstate agents to offer our homeowners and commercial general liability insurance products to consumers in Florida.
We are a party to a managing general underwriting agreement with SageSure Insurance Managers, LLC (“SageSure”) to facilitate growth in our FNIC homeowners business outside of Florida.
Executive Offices
Our executive office is located at 14050 N.W. 14th Street, Suite 180, Sunrise, Florida 33323. Our telephone number is (800) 293-2532.
Available Information
Our internet web site is www.FedNat.com for policy holders, agents and investors. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports are available, free of charge, through our website as soon as reasonably practicable after we electronically file or furnish such material to the SEC. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov.
INSURANCE OPERATIONS AND RELATED SERVICES
Business Strategy
We expect that in 2018 we will advance our enterprise value through:
focusing on our core operations, the Homeowners line of business, while withdrawing from our Automobile and Commercial General Liability coverages;
leveraging our recently attained 100% ownership of MNIC by developing and implementing a plan in 2018 to expand upon MNIC’s pricing and product offerings in 2019 to increase market share in the risk-adjusted portion of the Florida homeowners market;
focusing on operational efficiencies in our homeowners operations to reduce expenses and increase our use of technology;
enhancing our property analytical metrics, such as an increased geographical dispersion of risks, while managing our underwriting appetite, whether new or renewal, to ensure a balanced book of business;
continued expansion of our homeowners products into other states;
maintaining a commitment to provide high quality customer service to our agents and insureds;
strengthening of our marketing efforts by retaining key personnel and implementing direct marketing technologies;
offering attractive incentives to our agents to place a high volume of quality business with our companies;
continuing with our strong catastrophe reinsurance programs; and
additional strategies that may include possible mergers, acquisitions and joint ventures or dispositions of assets.
Overview of Insurance Lines of Business
Homeowners Property and Casualty Insurance
FNIC and MNIC underwrite homeowners insurance in Florida and FNIC also underwrites homeowners insurance in Louisiana, Texas, South Carolina and Alabama. Homeowners insurance generally protects an owner of real and personal property against covered causes of loss to that property. As of December 31, 2017, the total homeowners policies in-force was 302,925, of which 272,346 were in Florida and 30,579 were outside of Florida. As of December 31, 2016, the total homeowners policies in-force was 299,512, of which 279,109 were in Florida and 20,403 were outside of Florida.
Florida
Our homeowners insurance products provide maximum dwelling coverage of approximately $3.5 million, with the aggregate maximum policy limit being approximately $6.3 million. We currently offer dwelling coverage “A” up to $4.0 million with an aggregate total insured value of $6.5 million. We continually review and update these limits; during 2015, coverage “A” and total insured value were increased by $1.0 million and $1.5 million, respectively, each of which has remained unchanged to date. The approximate average premium on the policies currently in-force is $1,785, as compared with $1,716 for 2016. The typical deductible is either $2,500 or $1,000 for non-hurricane-related claims and generally 2% of the coverage amount for the structure for hurricane-related claims.
Premium rates charged to our homeowners insurance policyholders are continually evaluated to assure that they meet the expectation that they are actuarially sound and produce a reasonable level of profit (neither excessive, inadequate or discriminatory). Premium rates in Florida and other states are regulated and approved by the respective states’ office of insurance regulation. We continuously monitor and seek appropriate adjustment to our rates in order to remain competitive and profitable.
In 2017, FNIC applied for a statewide average rate increase of 6.5% for Florida homeowners multiple-peril insurance policies only, which was approved and increased by the Florida OIR to a statewide average rate increase of 10.0% and became effective for new and renewal policies on August 1, 2017. In 2016, FNIC applied for a rate increase of 5.6% for Florida homeowners multiple-peril insurance policies, which was approved by the Florida OIR and became effective for new and renewal policies on August 1, 2016.
Also in 2016, MNIC applied for a statewide rate decrease of 11.9% for Florida homeowners multiple-peril insurance policies, which was approved by the Florida OIR and became effective for new and renewal policies on April 15, 2016. Lastly, in 2017, MNIC applied for a statewide rate increase of 2.0% for Florida homeowners multiple-peril insurance policies, which was approved by the Florida OIR and became effective for new and renewal policies on October 1, 2017.
Non-Florida
Our non-Florida homeowners insurance products provide maximum dwelling coverage of approximately $1.8 million, with the aggregate maximum policy limit being approximately $3.5 million. We currently offer dwelling coverage “A” up to $2.0 million with an aggregate total insured value of $3.5 million. The approximate average premium on the policies currently in-force is $1,803, as compared with $1,868 for 2016. The typical deductible is either $2,500 or $1,000 for non-hurricane-related claims and generally 2% of the coverage amount for the structure for hurricane-related claims.
Other Lines of Business
Personal Automobile:On December 19, 2017, we announced our decision to undergo an orderly withdrawal from this line of business and began the appropriate steps, including submitting all required regulatory filings and obtaining regulatory approvals. Subject to such approvals, we expect our personal automobile line of business to materially cease by the fourth quarter of 2018. We provide nonstandard personal automobile insurance principally to insureds who were unable to obtain standard insurance coverage due to such factors such as driving record, age, vehicle type or other, including market conditions. FNIC offered this line of business as an admitted carrier in Florida, Texas, Georgia and Alabama, and marketed the insurance through licensed general agents in their respective territories.
Commercial General Liability: On March 13, 2018, we announced our decision to undergo an orderly withdrawal from this line of business and will begin the appropriate steps, including submitting all required regulatory filings and obtaining regulatory approvals. We underwrite for approximately 380 classes of skilled craft workers (excluding home-builders and developers) and mercantile trades (such as owners, landlords and tenants). The limits of liability range from $100,000 per occurrence with a $200,000 policy aggregate to $1.0 million per occurrence with a $2.0 million policy aggregate. We market the commercial general liability insurance products through independent agents and a limited number of unaffiliated general agencies.
Flood: FNIC writes flood insurance through the National Flood Insurance Program (“NFIP”). We write the policy for the NFIP, which assumes 100% of the flood risk while we retain a commission for our service. FNIC offers this line of business in Florida, Louisiana, Texas, South Carolina and Alabama.
MARKETING AND DISTRIBUTION
Our independent agents and general agents have the authority to sell and bind insurance coverage in accordance with procedures established by FNU. FNU reviews all coverage bound by the agents promptly and generally accepts all coverage that falls within stated underwriting criteria. For all policies issued, FNU also has the right, within a period that varies by state between 60 days and 120 days from a policy’s inception, to cancel any policy, upon an advanced notice provided in accordance with statutory specific guidelines, even if the risk falls within our underwriting criteria. We are focusing our marketing efforts on continuing to expand our distribution network while maintaining our commitment to long-term relationships. We market our products and services throughout Florida and in other states by establishing relationships with additional independent agents and general agents. There can be no assurance, however, that we will be able to obtain the required regulatory approvals to offer additional insurance products or expand into other states.
We believe that our integrated computer systems, which allow for rapid automated premium quotation and policy issuance by our agents, are key elements in providing quality service to both our agents and insureds for our various lines of business.
LIABILITY FOR LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES
We are directly liable for loss and loss adjustment expense (“LAE”) payments under the terms of the insurance policies that are underwritten by our insurance companies. In many cases, there may be a time lag between the occurrence and reporting of an insured loss and our payment of that loss. As required by insurance regulations and accounting rules, we reflect the liability for the ultimate payment of all incurred losses and LAE by establishing a liability for those unpaid losses and LAE for both reported and unreported claims, which represent estimates of future amounts needed to pay claims and related expenses.
When a claim involving a probable loss is reported, we establish a liability for the estimated amount of our ultimate loss and LAE payments. We based our estimate upon such factors as the type of loss, jurisdiction of the occurrence, knowledge of the circumstances
surrounding the claim, severity of injury or damage, potential for ultimate exposure, estimate of liability on the part of the insured, past experience with similar claims and the applicable policy provisions.
We also establish a liability on an aggregate basis to provide for incurred but not yet reported (“IBNR”). The estimates of the liability for loss and LAE reserves are subject to the effect of trends in claims severity and frequency and are continually reviewed. As part of this process, we review historical data and consider various factors, including known and anticipated legal developments, inflation and economic conditions. As experience develops and other data becomes available, these estimates are revised, as required, resulting in an increase or decrease of the existing liability for loss and LAE reserves. Adjustments are reflected in results of operations in the period in which they are made and the liability may deviate substantially from prior estimates.
Among our classes of insurance, the automobile and homeowners liability claims historically tend to have longer time lapses between the occurrence of the event, the reporting of the claim and the final settlement, than do automobile physical damage and homeowners property claims. These liability claims often involve parties filing suit and therefore may result in litigation. By comparison, property damage claims tend to be reported in a relatively shorter period of time and settled in a shorter time frame with less occurrence of litigation.
REINSURANCE
Reinsurance is used to mitigate the insurance loss exposure related to certain events such as natural and man-made catastrophes, manage overall capital adequacy and protect capital resources. We reinsure (cede) a portion of written premiums on an excess of loss or a quota share basis in order to limit our loss exposure. To the extent that reinsuring companies are unable to meet their obligations assumed under these reinsurance agreements, we remain primarily liable to our policyholders.
Reinsurance markets include:
Traditional local and global reinsurance markets including those in the United States (“U.S.”), Bermuda, London and Europe, accessed directly and through reinsurance intermediaries;
Capital markets through insurance-linked securities and collateralized reinsurance transactions, such as catastrophe bonds, sidecars and similar vehicles; and,
Other insurers that engage in both direct and assumed reinsurance.
The form of reinsurance that we may choose from time to time will generally depend on whether we are seeking:
Proportional reinsurance, whereby we cede a specified percentage of premium and losses to reinsurers;
Non-proportional or excess of loss reinsurance, whereby we cede all or a specified portion of losses in excess of a specified amount on a per risk, per occurrence (including catastrophe reinsurance) or aggregate basis; or
Facultative contracts that reinsure individual policies.
Significant Reinsurance Contracts
FNIC and MNIC operate primarily by underwriting and accepting risks for their direct accounts on a gross basis and reinsuring a portion of the exposure on either an individual risk or an aggregate basis to the extent those exceed the desired retention level. We continually evaluate the relative attractiveness of different forms of reinsurance contracts and different markets that may be used to achieve our risk and profitability objectives. Our reinsurance contracts do not relieve FNIC or MNIC from their direct obligations to the insured.
While it is not always possible to reinsure every known and unknown risk to our company, an effective reinsurance program substantially mitigates our exposure to potentially significant losses. There is a credit risk exposure with respect to ceded losses to the extent that any reinsurer is unable or unwilling to meet the obligations assumed under the reinsurance contracts. The collectability of reinsurance is subject to the solvency of the reinsurers, interpretation of contract language and other factors. The availability and amount of ceded premiums and losses associated with the acquisition of reinsurance will vary year to year. Our reinsurance program is subject to approval primarily by the Florida OIR and other regulators in states where we do business, and subject to review by Demotech, Inc. (“Demotech”). Demotech provides Financial Stability Ratings (“FSR”) for property and casualty insurance companies throughout the United States.
We are selective in choosing reinsurers and consider numerous factors, the most important of which are the financial stability of the reinsurer or capital specifically pledged to uphold the contract, its history of responding to claims and its overall reputation. In an effort to minimize our exposure to the insolvency of a reinsurer, we evaluate the acceptability and review the financial condition of the reinsurer at least annually with the assistance of our reinsurance broker. As of December 31, 2017 and 2016, we had over 75 reinsurance companies on our program which are required to have at least an “A-” or better rating by A.M. Best Company (“A.M. Best”) or the agreement would need to be fully collateralized.
2016-2017 Reinsurance Programs
FNIC’s 2016-2017 reinsurance programs, costing $179.5 million, included $125.6 million for the private reinsurance for FNIC’s Florida exposure, including prepaid automatic premium reinstatement protection on all layers, along with $53.9 million payable to the Florida Hurricane Catastrophe Fund (“FHCF”). The combination of private and FHCF reinsurance treaties afforded FNIC with $2.2 billion of aggregate coverage with a maximum single event coverage totaling $1.6 billion, exclusive of retentions. FNIC maintained its FHCF participation at 75% for the 2016 hurricane season. FNIC’s single event pre-tax retention for a catastrophic event in Florida was $18.5 million. In addition, FNIC purchased separate underlying reinsurance layers in Louisiana, Texas, South Carolina and Alabama to cover losses and LAE outside of Florida for each catastrophic event from $8.0 million to $18.5 million. Depending on the characteristics of the catastrophic event, and the states involved, FNIC’s single event pre-tax retention could have been as low as $8.0 million. The maximum pre-tax retention was $18.5 million.
Additionally, our private market excess of loss treaties became effective June 1, 2016 and July 1, 2016, and all private layers, except the FHCF supplemental layer reinsurance contract, have prepaid automatic reinstatement protection, which afforded us with additional coverage against multiple catastrophic events in the same hurricane season. We obtained multiple year protection for a portion of its program; as a result, some of the coverage expired on June 30, 2017, and a portion of the coverage will remain in-force one additional treaty year until June 30, 2018. These private market excess of loss treaties structure coverage into layers, with a cascading feature such that substantially all private layers attach after $18.5 million in losses for FNIC’s Florida exposure. If the aggregate limit of the preceding layer is exhausted, the next layer drops down (cascades) in its place. Additionally, any unused layer protection drops down for subsequent events until exhausted.
MNIC’s 2016-2017 catastrophe reinsurance program, which ran from either June 1 to May 31 or June 1 to June 30 (13 month period), consisted of the FHCF and private market excess of loss treaties. All private layers had prepaid automatic reinstatement protection, which afforded MNIC additional coverage, and had a cascading feature such that substantially all layers attached at $3.4 million for MNIC’s Florida exposure.
2017-2018 Reinsurance Programs
FNIC’s 2017-2018 reinsurance programs costing $173.9 million, including $124 million for the private reinsurance for FNIC’s Florida exposure including prepaid automatic premium reinstatement protection on all layers, along with $49.9 million payable to the FHCF. The combination of private and FHCF reinsurance treaties will afford FNIC with $2.2 billion of aggregate coverage with a maximum single event coverage totaling $1.5 billion, exclusive of retentions. FNIC maintained its FHCF participation at 75% for the 2017 hurricane season. FNIC’s single event pre-tax retention for a catastrophic event in Florida is $18.0 million, down slightly from the 2016-2017 reinsurance programs.
FNIC’s private market excess of loss treaties, covering both Florida and non-Florida exposures, became effective June 1, 2017 and July 1, 2017. All private layers have prepaid automatic reinstatement protection, except the FHCF supplemental layer reinsurance contract, which affords FNIC additional coverage for subsequent events. The reinsurance program includes multiple year protection with $89.0 million of new multiple year protection this year and $156.0 million of renewing multiple year protection from last year.
As in our 2016-2017 program, these private market excess of loss treaties structure coverage into layers, with a cascading feature such that substantially all layers attach after $25.1 million in losses for FNIC’s exposure. FNIC purchased an underlying limit of protection for $7.1 million excess of $18.0 million with prepaid automatic reinstatement protection. These treaties are with reinsurers that currently have an A.M. Best or Standard & Poor’s rating of “A-” or better, or have fully collateralized their maximum potential obligations in dedicated trusts.
FNIC’s non-Florida excess of loss reinsurance treaties affords us up to an additional $21.0 million of aggregate coverage with first event coverage totaling $5.0 million and second event coverage up to $16.0 million. The non-Florida retention is lowered to $13.0 million for the first event and $2.0 million for the second event (for hurricane losses only) on a gross basis, though the retention is reduced to $6.5 million and to $1.0 million on a net basis after taking into account the profit share agreement that FNIC has with our non-affiliated managing general underwriter that writes our non-Florida property business. FNIC’s non-Florida reinsurance program cost includes $1.7 million for this private reinsurance, including prepaid automatic premium reinstatement protection.
MNIC’s 2017-2018 reinsurance program costing $5.0 million, including $3.2 million for the private reinsurance for MNIC’s Florida exposure including prepaid automatic premium reinstatement protection on all layers, along with $1.8 million payable to the FHCF. The combination of private and FHCF reinsurance treaties affords MNIC with $109.0 million of aggregate coverage with a maximum single event coverage of $64.9 million, exclusive of retentions. MNIC maintained its FHCF participation at 75% for the 2017 hurricane season.
MNIC’s private market excess of loss treaties became effective July 1, 2017, and all private layers have prepaid automatic reinstatement protection, which affords MNIC additional coverage for subsequent events, and have a cascading feature such that substantially all layers attach at $3.4 million for MNIC’s Florida exposure. These treaties are with reinsurers that currently have an A.M. Best or Standard & Poor’s rating of “A-” or better, or have fully collateralized their maximum potential obligations in dedicated trusts.
In addition to the excess of loss coverages described above, our reinsurance program also includes property quota-share treaties. One such treaty for 30% became effective July 1, 2014, and another for 10% became effective July 1, 2015 with each running for two years. The combined treaties provided up to a 40% quota-share reinsurance on all non-catastrophe homeowners property insurance claims in Florida, and 40% quota share coverage on the first $100 million of covered catastrophe losses for the homeowners property insurance program in Florida per occurrence; $200 million any one contract year. The treaties embodied an experience account and are accounted for as retrospectively rated contracts whereby the estimated ultimate premium or commission is recognized over the period of the contracts.
On July 1, 2016, the 30% property quota-share treaty expired on a cut-off basis, which means as of that date we retained an incremental 30% of the underlying unearned premiums and losses. On July 1, 2017, the 10% property quota-share treaty expired on a cut-off basis, which means as of that date we retained an incremental 10% of the underlying unearned premiums and losses. The reinsurers remain liable for 30% and 10%of the paid losses occurring during the terms of the treaties, until each treaty is commuted.
On July 1, 2017, FNIC bound a new 10% quota-share on its Florida homeowners book of business, which excludes named storms. This treaty is not subject to accounting as a retrospectively rated contract.
Our private passenger automobile quota share treaties are typically one year programs which become effective at different points in the year and cover automobile policies across several states. These automobile quota share treaties cede approximately 75% of all written premiums entered into by the Company, subject to certain limitations including but not limited to premium and other caps.
Certain reinsurance agreements require FNIC and MNIC to secure the credit, regulatory and business risk. Fully funded trust agreements securing these risks for FNIC were $2.6 million as of December 31, 2017 and 2016. Fully funded trust agreements securing these risks for MNIC were $0.3 million as of December 31, 2017 and 2016.
EMPLOYEES
As of December 31, 2017, we had 419 employees. We are not a party to any collective bargaining agreement and we have not experienced work stoppages or strikes as a result of labor disputes. We consider relations with our employees to be satisfactory.
COMPETITION
We operate in highly competitive markets and face competition from national, regional and residual market insurance companies in the homeowners, commercial general liability, automobile and flood markets. Our competitors include companies that market their products through agents and companies that sell insurance directly to their customers. Large national captive writers may have certain competitive advantages over independent agency writers, including increased name recognition, increased loyalty of their customer base and reduced policy acquisition costs. We compete based on underwriting criteria, our distribution network and superior service to our agents and insureds. Although our pricing is inevitably influenced, to an extent, by that of our competitors, we believe that it is generally not in our best interest to compete solely on price.
In Florida, more than 50 companies compete with us in the homeowners insurance market. Three of our larger competitors are Citizens Property Insurance Corporation (“Citizens”), Universal Property and Casualty Insurance Company and Security First Insurance Company.
Significant competition also emerged because of fundamental changes made to the property and casualty insurance business in Florida in recent years which resulted in a multi-pronged approach to address the cost of residential property insurance in Florida. First, the law increased the capacity of reinsurance that stabilized the reinsurance market to the benefit of the insurance companies writing in Florida. Second, the law provided for rate relief to all policyholders. The law also authorized the state-owned insurance company, Citizens, which is free of many of the restraints on private carriers such as surplus, ratios, income taxes and reinsurance expense, to reduce its premium rates and begin competing against private insurers in the residential property insurance market and expands the authority of Citizens to write commercial insurance.
REGULATION
Overview
Our insurance operations are subject to the laws and regulations of Florida, Georgia, Louisiana, Texas, South Carolina, and Alabama. We are subject to employment regulations of California, Florida, Louisiana, Massachusetts, Nevada, North Carolina and other states in which we seek to conduct business in the future. The regulations cover all aspects of our business and are generally designed to protect the interests of insurance policyholders, as opposed to the interests of shareholders. Such regulations relate to authorized lines of business, capital and surplus requirements, allowable rates and forms, investment parameters, underwriting limitations, transactions with affiliates, dividend limitations, changes in control, market conduct, maximum amount allowable for premium financing service charges and a variety of other financial and non-financial components of our business. Our failure to comply with certain provisions of applicable insurance laws and regulations could have a material adverse effect on our business, results of operations or financial condition. In addition, any changes in such laws and regulations, including the adoption of consumer initiatives regarding rates charged for coverage, could materially and adversely affect our operations or our ability to expand.
Most states’ laws restrict an insurer’s underwriting discretion, such as the ability to terminate policies, terminate agents or reject insurance coverage applications, and many state regulators have the power to reduce, or to disallow, increases in premium rates. In addition, state laws generally require that rate schedules and other information be filed with the state’s insurance regulatory authority, either directly or through a rating organization with which the insurer is affiliated. The regulatory authority may disapprove a rate filing if it finds that the rates are inadequate, excessive or unfairly discriminatory. Rates, which are not necessarily uniform for all insurers, vary by class of business, hazard covered, and size of risk. Certain states, including Florida, as discussed above, have adopted laws or are considering proposed legislation which, among other things, limit the ability of insurance companies to effect rate increases or to cancel, reduce or non-renew insurance coverage with respect to existing policies, particularly personal automobile insurance.
Most states require licensure or regulatory approval prior to the marketing of new insurance products. Typically, licensure review is comprehensive and includes a review of a company’s business plan, solvency, reinsurance, character of its officers and directors, rates, forms and other financial and non-financial aspects of a company. The regulatory authorities may prohibit entry into a new market by not granting a license or by withholding approval.
All insurance companies must file quarterly and annual statements with certain regulatory agencies and are subject to regular and special examinations by those agencies. We may be the subject of additional special examinations or analysis. These examinations or analysis may result in one or more corrective orders being issued by the Florida OIR. The Florida OIR has completed their regularly scheduled statutory examination of FNIC for the five years ended December 31, 2015, of MNIC for the period of March 17, 2015 (inception) through December 31, 2015 and of MNIC for the year ended December 31, 2016. There were no material findings by the Florida OIR in connection with these examinations.
Various states routinely require deposits of assets for the protection of policyholders either in those states or for all policyholders. As of December 31, 2017, FNIC and MNIC held investment securities with a fair value of approximately $12.9 million, as deposits with the state of Florida, Texas, Georgia, South Carolina and Alabama.
Insurance Holding Company Regulation
FNHC, as the parent holding company, is subject to laws governing insurance holding companies in Florida where FNIC and MNIC are domiciled. Among other things, these laws: (i) require us to file periodic information with the Florida OIR, including information concerning our capital structure, ownership, financial condition and general business operations; (ii) regulate certain transactions between us and our affiliates, including the amount of dividends and other distributions, the terms of surplus notes and amounts that our affiliates can charge the holding company for services such as management fees or commissions; and, (iii) restrict the ability of any one person to acquire certain levels of our voting securities without prior regulatory approval. Any purchaser of 10% or more of the outstanding shares of our common stock will be presumed to have acquired control of FNIC or MNIC unless the Florida OIR, upon application, determines otherwise.
Restrictions in Payments of Dividends by Domestic Insurance Companies
Under Florida law, a domestic insurer may not pay any dividend or distribute cash or other property to its shareholders except out of that part of its available and accumulated capital surplus funds which is derived from realized net operating profits on its business and net realized capital gains. A Florida domestic insurer may not make dividend payments or distributions to shareholders without prior approval of the Florida OIR if the dividend or distribution would exceed the larger of (i) the lesser of (a) 10.0% of its capital surplus or (b) net income, not including realized capital gains, plus a two-year carryforward, (ii) 10.0% of capital surplus with dividends payable constrained to unassigned funds minus 25.0% of unrealized capital gains or (iii) the lesser of (a) 10.0% of capital surplus or (b) net investment income plus a three-year carryforward with dividends payable constrained to unassigned funds minus 25.0% of unrealized capital gains.
Alternatively, a Florida domestic insurer may pay a dividend or distribution without the prior written approval of the Florida OIR: (i) if the dividend is equal to or less than the greater of: (a) 10.0% of the insurer’s capital surplus as regards policyholders derived from realized net operating profits on its business and net realized capital gains or (b) the insurer’s entire net operating profits and realized net capital gains derived during the immediately preceding calendar year; (ii) the insurer will have policy holder capital surplus equal to or exceeding 115.0% of the minimum required statutory capital surplus after the dividend or distribution; (iii) the insurer files a notice of the dividend or distribution with the Florida OIR at least ten business days prior to the dividend payment or distribution; and, (iv) the notice includes a certification by an officer of the insurer attesting that, after the payment of the dividend or distribution, the insurer will have at least 115.0% of required statutory capital surplus as to policyholders. Except as provided above, a Florida domiciled insurer may only pay a dividend or make a distribution: (i) subject to prior approval by the Florida OIR; or (ii) 30 days after the Florida OIR has received notice of such dividend or distribution and has not disapproved it within such time.
No dividends were paid by FNIC or MNIC in 2017, 2016 and 2015, and none are anticipated in 2018. Although we believe that amounts required to meet our financial and operating obligations will be available from sources other than dividends from our insurance subsidiaries, there can be no assurance in this regard. Further, there can be no assurance that, if requested, the Florida OIR will allow any dividends to be paid by FNIC or MNIC to us, the parent company, in the future. The maximum dividends permitted by state law are not necessarily indicative of an insurer’s actual ability to pay dividends or other distributions to a parent company, which also may be constrained by business and regulatory considerations, such as the impact of dividends on capital surplus, which could affect an insurer’s competitive position, the amount of premiums that can be written and the ability to pay future dividends. Further, state insurance laws and regulations require that the statutory capital surplus of an insurance company following any dividend or distribution by it be reasonable in relation to its outstanding liabilities and adequate for its financial needs.
While the non-insurance company subsidiaries (FNU and any other affiliate) are not subject directly to the dividend and other distribution limitations, insurance holding company regulations govern the amount that any affiliate within the holding company structure may charge any of the insurance companies for service (e.g., management fees and commissions).
Underwriting and Marketing Restrictions
During the past several years, various regulatory and legislative bodies have adopted or proposed new laws or regulations to address the cyclical nature of the insurance industry, catastrophic events and insurance capacity and pricing. These regulations include: (i) the creation of “market assistance plans” under which insurers are induced to provide certain coverages; (ii) restrictions on the ability of insurers to rescind or otherwise cancel certain policies in mid-term; (iii) advance notice requirements or limitations imposed for certain policy non-renewals; and, (iv) limitations upon or decreases in rates permitted to be charged.
National Association of Insurance Commissioners Risk-Based Capital Requirements
In order to enhance the regulation of insurer solvency, National Association of Insurance Commissioners (“NAIC”), established risk-based capital (“RBC”) requirements for insurance companies that are designed to assess capital adequacy and to raise the level of protection that statutory surplus provides for policy holders. These requirements measure three major areas of risk facing property and casualty insurers: (i) underwriting risks, which encompass the risk of adverse loss developments and inadequate pricing; (ii) declines in asset values arising from credit risk; (iii) other business risks from investments; and (iv) catastrophe risk. Insurers having less statutory surplus than required will be subject to varying degrees of regulatory action, depending on the level of capital inadequacy. The Florida OIR, which follows these requirements, could require FNIC or MNIC to cease operations in the event they fail to maintain the required statutory capital.
Based upon the 2017 and 2016 statutory financial statements for FNIC and MNIC, statutory surplus exceeded the regulatory action levels established by the NAIC’s RBC requirements.
Based on RBC requirements, the extent of regulatory intervention and action increases as the ratio of an insurer’s statutory surplus to its Authorized Control Level (“ACL”), as calculated under the NAIC’s requirements, decreases. The first action level, the Company Action Level, requires an insurer to submit a plan of corrective actions to the insurance regulators if statutory surplus falls below 200.0% of the ACL amount. The second action level, the Regulatory Action Level, requires an insurer to submit a plan containing corrective actions and permits the insurance regulators to perform an examination or other analysis and issue a corrective order if statutory surplus falls below 150.0% of the ACL amount. The third action level, ACL, allows the regulators to rehabilitate or liquidate an insurer in addition to the aforementioned actions if statutory surplus falls below the ACL amount. The fourth action level is the Mandatory Control Level, which requires the regulators to rehabilitate or liquidate the insurer if statutory surplus falls below 70.0% of the ACL amount. FNIC’s ratio of statutory surplus to its ACL was 301.9% and 307.5% as of December 31, 2017 and 2016, respectively. MNIC’s ratio of statutory surplus to its ACL was 1,070.1% and 2,419.8% as of December 31, 2017 and 2016, respectively.
Industry Ratings Services
Third-party rating agencies assess and rate the ability of insurers to pay their claims. The insurance industry uses financial strength ratings to assess the financial strength and quality of insurers. Ratings are based upon criteria established by the rating agencies and reflect evaluations of each insurer’s profitability, debt and cash levels, customer base, adequacy and soundness of reinsurance, quality and estimated market value of assets, adequacy of reserves and management. Ratings are also based upon factors of concern to agents, reinsurers and policyholders and are not directed toward the protection of investors, such as purchasers of our common stock.
As of December 31, 2017 and 2016, FNIC and MNIC are rated by Demotech as “A” (“Exceptional”), which is the third of seven ratings, and defined as “Regardless of the severity of a general economic downturn or deterioration in the insurance cycle, insurers earning an FSR of “A” possess “Exceptional” financial stability related to maintaining surplus as regards to policyholders.” Demotech’s ratings are based upon factors of concern to agents, reinsurers and policyholders and are not primarily directed toward the protection of investors. Our Demotech rating could be jeopardized by factors including adverse development and various surplus related ratio exceptions. On February 9, 2018, Demotech reaffirmed the FSR of “A” (“Exceptional”) for FNIC and MNIC.
ITEM 1A. RISK FACTORS
We are subject to various risks in our business operations as described below. The risks and uncertainties described below are the
known risk factors we consider material. Additional risks and uncertainties not currently known, or currently deemed immaterial, may also impair our business operations. Investors should carefully consider these risks before making an investment decision.
Risks Related to Our Business
Our financial condition could be adversely affected by the occurrence of natural and man-made disasters.
We write insurance policies that cover homeowners, business owners and automobile owners for losses that result from, among other things, catastrophes and sinkholes. Catastrophic losses can be caused by natural events such as hurricanes, tropical storms, tornadoes, wind, hail, fires, explosions and other events. The incidence and severity of these events are inherently unpredictable. Catastrophic losses can also be caused by terrorist attacks, war, riots, political instability and other man-made events. The extent of losses from a catastrophe is a function of two factors: the total amount of the insurance company’s exposure in the area affected by the event and the severity of the event. Our homeowners policyholders are disbursed throughout the southeast United States, although the majority of our policyholders are located in Florida. Further, a substantial portion of our Florida homeowners policyholders, are located in southeastern Florida, and therefore are especially subject to adverse weather conditions such as hurricanes and tropical storms.
The occurrence of claims from catastrophic events can result in substantial volatility in our results of operations or financial condition for any fiscal quarter or years as seen in 2017 and 2016. An elevation in the values and concentrations of insured property may increase the severity of the occurrence of claims in the future. Although we attempt to manage our exposure to such events through the use of underwriting controls and the purchase of third-party reinsurance, catastrophic events are inherently unpredictable and the actual nature of such events when they occur could be more frequent or severe than contemplated in our pricing and risk management expectations. As a result, the occurrence of one or more catastrophic events could have a material adverse effect on our results of operations or financial condition.
Florida, South Carolina and Texas, all states in which we write homeowners policies, experienced several significant hurricanes in 2016 and 2017, which some weather analysts believe is consistent with a period of greater hurricane activity. We are exploring alternatives to reduce our exposure to these types of storms, which alternatives may increase operating expenses and may not be successful in protecting long-term profitability. If our loss experience is more adverse than is contemplated by our loss reserves, the related increase in our loss reserves may have a material adverse effect on our results of operations in the period in which the increase occurs.
Our loss reserves are estimates and may be inadequate to cover our actual liability for losses, causing our results of operations to be adversely affected.
We maintain reserves to cover our estimated ultimate liabilities for losses and LAE. These reserves are estimates based on historical data and statistical projections of what we believe the settlement and administration of claims will cost based on facts and circumstances then known to us. Actual loss and LAE reserves, however, may vary significantly from our estimates. Factors that affect loss and LAE reserves include the estimates made on a claim-by-claim basis known as “case reserves” coupled with bulk estimates known as IBNR. Periodic estimates by management of the ultimate costs required to settle all claim files are based on our analysis of historical data and estimations of the impact of numerous factors such as:
• per-claim information;
• company and industry historical loss experience, including the impact of trends such as the assignment of benefits (“AOB”) by insureds;
• legislative enactments, judicial decisions, legal developments in the awarding of damages, and changes in political attitudes; and
• trends in general economic conditions, including the effects of inflation.
Management revises its estimates based on the results of its analysis. This process assumes that past experience, adjusted for the effects of current developments and anticipated trends, is an appropriate basis for estimating the ultimate settlement of all claims. There is no precise method for subsequently evaluating the impact of any specific factor on the adequacy of the reserves, because the eventual redundancy or deficiency is affected by multiple factors. Because of the uncertainties that surround estimated loss reserves, we cannot be certain that our reserves will be adequate to cover our actual losses. If our loss and LAE reserves are less than actual losses and LAE, we will be required to increase our reserves with a corresponding reduction in our net income in the
period in which the deficiency is identified. Future loss experience, substantially in excess of our loss and LAE reserves, could substantially harm our results of operations and financial condition.
Although we follow the industry practice of reinsuring a portion of our risks, our costs of obtaining reinsurance fluctuates and we may not be able to successfully alleviate risk through reinsurance arrangements.
We have a reinsurance structure that is a combination of private reinsurance and the FHCF. Our reinsurance structure is composed of several reinsurance companies with varying levels of participation providing coverage for losses and LAE at pre-established minimum and maximum amounts. Losses incurred in connection with a catastrophic event below the minimum and above the maximum are the responsibility of FNIC and MNIC.
The availability and costs associated with the acquisition of reinsurance varies year to year. We are not able to control these fluctuations which may be significant and may limit our ability to purchase adequate coverage. The recovery of increased reinsurance costs through rate increases is not immediate and cannot be presumed, as rate increases are subject to approval of the Florida OIR.
We face a risk of non-collectability of reinsurance, which could materially and adversely affect our business, results of operations and financial condition.
As is common practice within the insurance industry, we transfer a portion of the risks insured under our policies to other companies through the purchase of reinsurance. This reinsurance is maintained to protect our insurance subsidiary against the severity of losses on individual claims, unusually serious occurrences in which a number of claims produce an aggregate extraordinary loss and other catastrophic events. Although reinsurance does not discharge our insurance subsidiary from its primary obligation to pay for losses insured under the policies it issues, reinsurance does make the assuming reinsurer liable to the insurance subsidiary for the reinsured portion of the risk. A credit exposure exists with respect to ceded losses to the extent that any reinsurer is unable or unwilling to meet the obligations assumed under the reinsurance contracts. The collectability of reinsurance is subject to the solvency of the reinsurers, interpretation of contract language and other factors. A reinsurer’s insolvency or inability to make payments under the terms of a reinsurance contract could have a material adverse effect on our business, results of operations and financial condition.
Our reinsurance structure has significant risks, including the fact that the FHCF or our other reinsurers may not have available capital resources to pay their claims or that their ability to pay their claims in a timely manner may be impaired. This could result in significant financial, legal and operational challenges to our company. Therefore, in the event of a catastrophic loss, we may become dependent upon the FHCF’s and our other reinsurers’ ability to pay their claims. With respect to the FHCF, we may, in turn, be dependent upon the ability of the State Board of Administration of Florida (“SBA”) to issue bonds in amounts that would be required to meet its reinsurance obligations in the event of such a catastrophic loss.
If we are unable to continue our growth because our capital must be used to pay greater than anticipated claims, our financial results may suffer.
Our ability to grow in the future will depend on our ability to expand the types of insurance products we offer and the geographic markets in which we do business, both balanced by the business risks we choose to assume and cede. We believe that our company is sufficiently capitalized to operate our business as it now exists and as we currently plan to expand it. Our existing sources of funds include issuance of debt securities, possible sales of our investment securities, and our earnings from operations and investments. Unexpected catastrophic events in our market areas, such as the hurricanes experienced in Florida, South Carolina and Texas in 2016 and 2017, have resulted and may result in greater claims losses than anticipated, which could require us to limit or halt our growth while we redeploy our capital to pay these unanticipated claims.
The failure of any of the loss limitation methods we employ could have a material adverse effect on our financial condition or our results of operations.
Various provisions of our policies, such as limitations or exclusions from coverage which have been negotiated to limit our risks, may not be enforceable in the manner we intend. At the present time, we employ a variety of exclusions to our policies that limit exposure to known risks, including, but not limited to, exclusions relating to certain named liabilities, types of vehicles and specific artisan activities. In addition, the policies we issue contain conditions requiring the prompt reporting of claims to us and our right to decline coverage in the event of a violation of that condition. While we believe our insurance product exclusions and limitations reduce the loss exposure to us and help eliminate known exposures to certain risks, it is possible that a court or regulatory authority could nullify or void an exclusion or that legislation could be enacted modifying or barring the use of such endorsements and limitations in a way that would adversely affect our loss experience, which could have a material adverse effect on our financial condition or results of operations.
Trends in claims and coverage issues have had, and may continue to have, a material adverse impact on our business.
As industry practices and legal, judicial, social and other conditions change, unexpected and unintended issues related to claims and coverage emerge. These issues adversely affect our business by either extending coverage beyond our underwriting intent or by increasing the number or size of claims. In some instances, these changes may not become apparent until sometime after we have issued insurance policies that are affected by the changes. As a result, the full extent of liability under our insurance policies may not be known for many years after a policy is issued.
An example of an existing trend, particularly in Florida homeowners insurance, is the assignment of homeowner benefits for a claim where a service provider agrees to make a repair that may be covered by an insurance policy in exchange for the policyholder’s right to sue the insurance carrier directly. The assignment of the insurance benefits has substantially increased, and may continue to increase, our exposure to inflated claims, attorney’s fees and costs. Although legislative actions in the State of Florida to limit the effect of AOB on insurance companies are being contemplated, there can be no assurances that any such legislative actions will become law or, if enacted, that such actions will have the effect of limiting the impact on us of assignments of benefits by insureds.
MNIC, which is now a wholly owned subsidiary of FNIC, has focused on the Florida homeowners insurance market since its formation, which has increased our exposure to the factors that impact the Florida insurance market generally, such as the occurrence of hurricanes, trends in claims experience, and the impact of changes in Florida insurance law and regulations.
MNIC is organized as a Florida property and casualty insurer and has initially focused on the Florida homeowners insurance market. As a result, the presence of MNIC in the Florida market increases our exposure to the factors that impact insurers in the Florida market generally, such as the occurrence of catastrophic events such as hurricanes, the trends experienced in administering and resolving claims resulting from the increased use of public adjusters, and the impact of changes in Florida’s insurance laws and regulations. To the extent that these factors may adversely affect our operations, the presence of MNIC in the Florida market will have the effect of magnifying the effect of those factors.
MNIC currently writes insurance policies that have a higher risk profile than those written by FNIC, allowing MNIC to reach a broader market and charge higher premiums. While MNIC’s underwriting standards attempts to avoid the highest risk policies, the occurrence of a catastrophic event would be likely to result in greater losses per policy for MNIC and have a material adverse effect on our results of operations, financial position and cash flows.
Our failure to comply with the covenants in our senior note indenture, including as a result of events beyond our control, could result in an event of default, which could materially and adversely affect our financial condition and results of operations.
The indenture for our senior notes requires us to maintain certain financial ratios and to comply with various operational and other covenants, including limitations on our ability to incur additional debt without the approval of the existing noteholders. If there were an event of default under the indenture that was not cured or waived, the holders of the senior notes could cause all amounts outstanding with respect to the senior notes to be due and payable immediately. We cannot assure you that our assets or cash flow would be sufficient to fully repay the senior notes, either upon maturity or, if accelerated, upon an event of default, or that we would be able to refinance or restructure the payments on the senior notes. This would have a material adverse impact on our liquidity, financial condition and results of operations.
We have recently issued debt securities, a portion of which bears interest at a floating rate, as a result of which we will have increased interest expense and exposure to rising interest rates.
In late December 2017, the Company issued $45 million of unsecured senior notes, $20 million of which bear interest at a fixed interest rate and $25 million of which bear interest at a floating rate of 7% above three-month LIBOR. As such, interest expense will increase substantially in 2018 and beyond (in the range of approximately $4 million, pre-tax) from historical levels (of approximately $350,000, pre-tax). In addition, the floating rate debt exposes the Company to the risk of further erosion of earnings if short-term interest rates rise, which they are likely to do in 2018, given the extended period of low interest rates experienced in the United States in recent years. Each 1% increase in the three-month LIBOR will increase the Company’s interest expense by $250,000, pre-tax.
We may require additional capital in the future which may not be available or only available on unfavorable terms.
Our future capital requirements depend on many factors, including our ability to write new business successfully and to establish premium rates and reserves at levels sufficient to cover losses. To the extent that our capital may be insufficient to meet future operating requirements and/or cover losses, we may need to raise additional funds through financings or curtail our growth. Many factors will affect the amount and timing of our capital needs, including our growth and profitability, our claims experience, and the availability of reinsurance, as well as possible acquisition opportunities, market disruptions and other unforeseeable developments.
If we were required to raise additional capital, equity or debt financing may not be available at all or may be available only on terms that are not favorable to us. In the case of equity financings, dilution to our shareholders’ ownership could result, and in any case such securities may have rights, preferences and privileges that are senior to those of existing shareholders. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business or pay dividends. If we cannot obtain adequate capital on favorable terms or at all, our business, financial condition or results of operations could be materially adversely affected.
Our business is heavily regulated, and changes in regulation may reduce our profitability and limit our growth.
We are subject to extensive regulation in the states in which we conduct business. This regulation is generally designed to protect the interests of policyholders, as opposed to shareholders and other investors, and relates to authorization for lines of business, capital and surplus requirements, investment limitations, underwriting limitations, transactions with affiliates, dividend limitations, changes in control, premium rates and a variety of other financial and non-financial components of an insurance company’s business. These regulatory requirements may adversely affect or inhibit our ability to achieve some or all of our business objectives. State regulatory authorities also conduct periodic examinations into insurers’ business practices. These reviews may reveal deficiencies in our insurance operations or differences between our interpretations of regulatory requirements and those of the regulators.
The NAIC and state insurance regulators are constantly reexamining existing laws and regulations, generally focusing on modifications to holding company regulations, interpretations of existing laws and the development of new laws.
From time to time, some states in which we conduct business have considered or enacted laws that may alter or increase state authority to regulate insurance companies and insurance holding companies. In other situations, states in which we conduct business have considered or enacted laws that impact the competitive environment and marketplace for property and casualty insurance. In addition, in recent years the state insurance regulatory framework has come under increased federal scrutiny. Changes in federal legislation and administrative policies in several areas, including changes in financial services regulation and federal taxation, can significantly impact the insurance industry and us.
We cannot predict with certainty the effect any enacted, proposed or future state or federal legislation or NAIC initiatives may have on the conduct of our business. Furthermore, there can be no assurance that the regulatory requirements applicable to our business will not become more stringent in the future or result in materially higher costs than current requirements. Changes in the regulation of our business may reduce our profitability, limit our growth or otherwise adversely affect our operations.
We may experience financial exposure from climate change.
A body of scientific evidence indicates that climate change may be occurring. Climate change, to the extent that it affects weather patterns, may cause an increase in the frequency and/or the severity of catastrophic events or severe weather conditions. Our financial exposure from climate change is most notably associated with losses in connection with the occurrence of hurricanes striking Florida. We mitigate the risk of financial exposure from climate change by restrictive underwriting criteria, sensitivity to geographic concentrations, and reinsurance.
Restrictive underwriting criteria can include, but are not limited to, higher premiums and deductibles and more specifically excluded policy risks such as fences and screened-in enclosures. New technological advances in computer generated geographical mapping afford us an enhanced perspective as to geographic concentrations of policyholders and proximity to flood prone areas. Our amount of maximum reinsurance coverage is determined by subjecting our homeowners exposures to statistical forecasting models that are designed to quantify a catastrophic event in terms of the frequency of a storm occurring once in every “n” years. If the statistical forecasting models fail to contemplate an emerging claim trend, such as the assignment of insurance benefits in Florida, then there is the risk we may not purchase adequate catastrophic wind coverage. Our reinsurance coverage contemplates the effects of a catastrophic event that occurs only once every 100 years. Our amount of losses retained (our deductible) in connection with a catastrophic event is determined by market capacity, pricing conditions and surplus preservation. There can be no assurance that
our reinsurance coverage and other measures taken will be sufficient to mitigate losses resulting from one or more catastrophic events.
Our revenues and operating performance will fluctuate due to statutorily approved assessments that support property and casualty insurance pools and associations.
We operate in a regulatory environment where certain entities and organizations have the authority to require us to participate in assessments. Currently these entities and organizations include, but are not limited to, the Florida Joint Underwriters Association (“JUA”), the Florida Insurance Guaranty Association (“FIGA”), Citizens and the FHCF.
Insurance companies currently pass these assessments on to holders of insurance policies in the form of a policy surcharge, and reflect the collection of these assessments as fully earned credits to operations in the period collected. The collection of these fees, however, may adversely affect our overall marketing strategy due to the competitive landscape in Florida. As a result, the impact of possible future assessments on our balance sheet, results of operations or cash flow are indeterminable at this time.
Our investment portfolio may suffer reduced returns, or losses, which would significantly reduce our earnings.
Like other insurance companies, we depend on income from our investment portfolio for a portion of our earnings. During the time that normally elapses between the receipt of insurance premiums and any payment of insurance claims, we invest the premiums received, together with our other available capital, primarily in debt securities and to a lesser extent in equity securities, in order to generate investment income.
Our investment portfolio contains interest rate sensitive instruments, such as bonds, which may be adversely affected by changes in interest rates. A significant increase in interest rates or decrease in credit worthiness could have a material adverse effect on our financial condition or results of operations. Declines in interest rates could have an adverse effect on our investment income.
We are required to review our investment portfolio to evaluate and assess known and inherent risks associated with each investment type. We revise our evaluations and assessments as conditions change and new information becomes available. This may result in changes in an other-than-temporary impairment (“OTTI”) in our consolidated statements of income. We base our assessment of whether an OTTI has occurred on our case-by-case evaluation of the underlying reasons for the decline in fair value. Because historical trends may not be indicative of future impairments and additional impairments may need to be recorded in the future, no assurances can be providedthat we have accurately assessed whether any such impairment is temporary or other-than-temporary or that we have accurately recorded amounts for an OTTI in our financial statements.
In addition, volatile and illiquid markets increase the likelihood that investment securities may not behave in historically predictable manners, resulting in fair value estimates that may be overstated compared with actual amounts that could be realized upon disposition or maturity of the security. The effects of market volatility and declining economic conditions may have unforeseen consequences on the credit quality, liquidity and financial stability of the issuers of securities we hold. Such deteriorations in financial condition can occur rapidly, leaving us unable to react to such a scenario in a prudent manner consistent with our historical practices in dealing with more orderly markets. This, in turn, could adversely and negatively affect our results of operations, liquidity or financial condition.
Our failure to pay claims accurately could adversely affect our business, financial results and capital requirements.
We must accurately evaluate and pay claims that are made under our policies. Many factors affect our ability to pay claims accurately, including the training and experience of our claims representatives, the culture of our claims organization and the effectiveness of our management, our ability to develop or select and implement appropriate procedures and systems to support our claims functions and other factors. Our failure to pay claims accurately could lead to material litigation, undermine our reputation in the marketplace, impair our image and negatively affect our financial results.
In addition, if we are not able to handle an increasing number of claims as a result of a catastrophic event, or if we do not train new claims adjusting employees effectively or lose a significant number of experienced claims adjusting employees, our claims department’s ability to handle an increasing workload could be adversely affected. In addition to potentially requiring that growth be slowed in the affected markets, we could suffer decreased quality of claims work, which in turn could lower our operating margins.
Our insurance companies are subject to minimum capital and surplus requirements, and our failure to meet these requirements could subject us to regulatory action.
Our insurance companies are subject to RBC standards and other minimum capital and surplus requirements imposed under applicable state laws, including the laws of the State of Florida. The RBC standards, based upon the Risk Based Capital Model Act adopted by the NAIC, require our insurance companies to report their results of RBC calculations to state departments of insurance and the NAIC. These RBC standards provide for different levels of regulatory attention depending upon the ratio of an insurance company’s total adjusted capital, as calculated in accordance with NAIC guidelines, to its ACL RBC.
If we fail to meet the applicable RBC or minimum statutory capital requirements imposed by the laws of Florida or other states where we do business, we would be required to raise additional capital and we could be subject to further examination or corrective action imposed by state regulators, including limitations on out writing of additional business, additional state supervision, or liquidation. Similarly, an increase in existing RBC requirements or minimum statutory capital requirements, such as the catastrophic risk component of RBC that took effect in 2017, may require us to increase our statutory capital levels.
Ratios calculated based on RBC tend to be a key criteria in the assignment of ratings by insurance rating agencies.
Our revenues and operating performance may fluctuate with business cycles in the property and casualty insurance industry.
Historically, the financial performance of the property and casualty insurance industry has tended to fluctuate in cyclical patterns characterized by periods of significant competition in pricing and underwriting terms and conditions, which is known as a “soft” insurance market, followed by periods of lessened competition and increasing premium rates, which is known as a “hard” insurance market. Although an individual insurance company’s financial performance is dependent upon its own specific business characteristics, the profitability of most property and casualty insurance companies tends to follow this cyclical market pattern, with profitability generally increasing in hard markets and decreasing in soft markets. At present, we are experiencing rate indications that support a hardening market in the Florida property and casualty market. Elsewhere in the United States, we are experiencing a softening market because of increased competition. We cannot predict how long these market conditions will persist. Although we do not compete entirely on price or targeted market share, negative market conditions may impair our ability to write insurance at rates that we consider appropriate relative to the risk assumed. If we cannot write insurance at appropriate rates, our revenues and operating performance may be adversely affected.
We are beginning the process of exiting from the automobile and commercial general liability lines of business. As a result, we may experience increased costs as a result of these exit activities and will experience increased concentration of our business in homeowners insurance.
In the fourth quarter of 2017, we determined to exit from the automobile insurance business, and in the first quarter of 2018, we determined to exit from the commercial general liability business. We may experience increased costs in connection with our exit activities, which will include require regulatory filings and notices to policyholders. In addition, after our exit activities are complete, our business will be completely focused on homeowners insurance. Although we will attempt to diversify our risks through geographic and other market diversification, there can be no assurances that we will be able to do so.
If we determine to expand to additional states or to expand the types of insurance products we offer, we may incur additional costs and may not obtain the necessary regulatory approvals.
Although we are currently exiting our automobile and commercial general liability lines of insurance, we may determine to expand our product offerings in the future by underwriting additional insurance products and programs, and marketing them through our distribution network. Expansion of our product offerings will result in increases in expenses due to additional costs incurred in actuarial rate justifications, software and personnel. Offering additional insurance products may also require regulatory approval, further increasing our costs. Before we can write insurance in a new state, or a sell a new insurance product in a state, we must obtain a license or other approvals from the applicable state insurance regulators. These state insurance regulators may request additional information, add conditions to the license that we find unacceptable, or deny our application. This would delay or prevent us from operating in that state or offering that new product. There can be no assurance that we would be successful bringing new insurance products to our markets in a manner that is profitable.
New homeowners insurance operations outside of Florida may not be profitable.
We plan to continue the expansion of admitted homeowners property and casualty programs into other states as opportunities arise. Expanding our operations to additional states present risks similar to those we currently face with our existing operations, including risks associated with the inability to market an adequately priced policy, inadequate commission structures, and overpriced or unavailable catastrophic reinsurance for wind events. Additionally, we would become subject to the insurance regulators in each state and the laws and regulations designed to regulate the insurance products and operations of new and existing insurance companies under their respective authority. As a result, there can be no guarantees that state regulators will allow us to do business in those states or, if we are approved to operate in a state, that our operations will be profitable in that state.
Our success depends on our ability to accurately price the risks we underwrite.
The results of operations and the financial condition of our insurance company depend on our ability to underwrite and set premium rates accurately for a wide variety of risks. Rate adequacy is necessary to generate sufficient premiums to pay losses, LAE and underwriting expenses and to earn a profit. In order to price our products accurately, we must collect and properly analyze a substantial amount of data; develop, test and apply appropriate rating formulas; closely monitor and timely recognize changes in trends; and project both severity and frequency of losses with reasonable accuracy. Our ability to undertake these efforts successfully and price
our products accurately is subject to a number of risks and uncertainties, some of which are outside our control, including:
• the availability of sufficient reliable data and our ability to properly analyze available data;
• the uncertainties that inherently characterize estimates and assumptions;
• our selection and application of appropriate rating and pricing techniques;
• changes in legal standards, claim settlement practices, medical care expenses and restoration costs;
• regulatory restrictions, including, without limitation regulatory approval of rates sought; and
• legislatively imposed consumer initiatives.
Consequently, we could underprice risks, which would negatively affect our profit margins, or we could overprice risks, which could reduce our sales volume and competitiveness. In either event, the profitability of our insurance company could be materially and adversely affected.
Adverse ratings by insurance rating agencies may adversely impact our ability to write new policies, renew desirable policies or obtain adequate reinsurance, which could limit or halt our growth and harm our business.
Third-party rating agencies assess and rate the ability of insurers to pay their claims. The insurance industry uses financial strength ratings to assess the financial strength and quality of insurers. Ratings are based on criteria established by the rating agencies and reflect evaluations of each insurer’s profitability, debt and cash levels, customer base, adequacy and soundness of reinsurance, quality and estimated market value of assets, adequacy of reserves, capital and RBC ratios, and management. Ratings are also based upon factors of concern to agents, reinsurers and policyholders and are not directed toward the protection of investors, such as purchasers of our common stock.
Our ability to compete successfully in states outside of Florida to expand our business footprint may also be negatively affected by our lack of an A.M. Best company rating of our financial strength. Although our insurance subsidiaries have a Demotech rating of “A” (Exceptional), which is generally accepted in Florida and certain other states, a rating by A.M. Best is more widely accepted outside of Florida and may cause customers and agents to prefer a policy written by an A.M. Best-rated company over a policy written by us. In addition, some mortgage companies outside of Florida may require homeowners to obtain property insurance from an insurance company with a minimum A.M. Best rating.
The withdrawal or downgrade of our ratings could limit or prevent us from writing or renewing desirable insurance policies, from competing with insurers who have higher ratings, from obtaining adequate reinsurance, or from borrowing on a line of credit or cause us to default on financial covenants contained in certain of our debt financing agreements. The withdrawal or downgrade of our ratings could have a material adverse effect on our results of operations and financial position because our insurance products might no longer be acceptable to the secondary marketplace and mortgage lenders. Furthermore, a withdrawal or downgrade of our ratings could prevent independent agents from selling and servicing our insurance products or could increase the commissions we must pay to these agents.
We rely on independent and general agents to write our insurance policies, and if we are not able to attract and retain independent and general agents, our revenues would be negatively affected.
We currently market and distribute our products and services through contractual relationships with a network of independent agents and a select number of general agents. Our independent agents are our primary source for our property and liability insurance policies. Many of our competitors also rely on independent agents. As a result, we must compete with other insurers for independent agents’ business. Our competitors may offer a greater variety of insurance products, lower premiums for insurance coverage, or higher commissions to their agents. If our products, pricing and commissions do not remain competitive, we may find it more difficult to attract business from independent agents to sell our products. A material reduction in the amount of our products that independent agents sell or a material reduction in the number of independent agents with whom we maintain a relationship could negatively affect our results of operations and financial condition.
We are a party to an insurance agency master agreement with ISA, an affiliate of Allstate, pursuant to which we are authorized by ISA to appoint Allstate agents to offer our homeowners and commercial general liability insurance products to consumers in Florida. Since that time, our homeowners premiums and the percentage of homeowners premiums attributable to Allstate agents has increased rapidly. During 2017, 23.8% of the homeowners premiums we underwrote were from Allstate’s network of Florida agents, and this concentration may continue to increase. An interruption or change in our relationship with ISA could have a material adverse effect on the amount of premiums we are able to write, as well as our results of operations.
We are a party to a managing general underwriting agreement with SageSure to facilitate growth in our FNIC homeowners business outside of Florida. As a percentage of our total homeowners premiums, 10.2%, 6.9% and 5.0%, for the years ended December 31, 2017, 2016 and 2015, respectively, were underwritten by SageSure. The profitability of the business we obtain outside of Florida through this agreement will depend substantially on the quality of underwriting performed by SageSure. An interruption in SageSure’s services for us, or issues with the quality of SageSure’s underwriting, could have a material adverse effect on the profitability of the business obtained through this relationship.
Certain of our agreements with agents provide that the renewal rights for policies written under those agreements belong to the agents, making it more difficult for us to maintain the policies written and the premium income generated through these relationships.
Our agreements with ISA and SageSure provide that ISA and SageSure, respectively, own the expirations of the policies underwritten under these agreements. This means that we do not have the right to solicit renewals of these policies. As a result, we may be less able to maintain the policies and the corresponding premium income from renewals of policies written by us under these agreements.
Cybersecurity breaches and other disruptions could compromise our information and expose us to loss of data or liability, which would cause our business and reputation to suffer.
In the ordinary course of our business, we store sensitive data, including our proprietary business information and personally identifiable information of our insureds and employees, on our networks. The secure processing and maintenance of this information is critical to our operations and business strategy. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, or stolen. Any such access, disclosure or loss of information could result in legal claims against us, liability under laws that protect the privacy of personal information, regulatory penalties, disruption to our operations, and damage our reputation, which could materially adversely affect our results of operations. Although we have implemented security measures to protect our systems from viruses and other intrusions by third parties, there can be no assurances that these measures will be effective. To mitigate these costs, we carry a cyber-liability insurance policy. Our insurance may not be sufficient to protect against all financial and other loss. Additionally, this policy will not cover us for security breaches, data loss, or cyber-attacks experienced by our third-party business partners who have access to our customer, agent, or employee data.
Our business could be materially and adversely affected by a security breach or other attack involving the systems of one or more of our business partners or vendors.
We conduct significant business functions and computer operations using the systems of third-party business partners and vendors, who provide software, hosting, communication, and other computer services to us. Our networks could be compromised by the errors or actions of our vendors and other business partners with legitimate access to our systems. If one of our vendors or other business partners are the subject of a security breach or cyber-attack, such breach or attack may result in improper or unauthorized access to our systems, and the loss, theft or unauthorized publication of our information or the confidential information of our customers,
agents or employees, notwithstanding our substantial efforts to protect our systems and sensitive or confidential information. While we expend significant resources on these defensive measures, there can be no assurance that we will be successful in preventing attacks or detecting and stopping them once they have begun.
We rely on our information technology and telecommunications systems, and the failure of these systems could disrupt our operations.
Our business is highly dependent upon the successful and uninterrupted functioning of our current information technology and telecommunications systems. We rely on these systems to process new and renewal business, provide customer service, make claims payments and facilitate collections and cancellations, as well as to perform actuarial and other analytical functions necessary for pricing and product development. As a result, the failure of these systems could interrupt our operations and adversely affect our financial results.
Nonstandard automobile insurance historically has a higher frequency of claims than standard automobile insurance, thereby increasing our potential for loss exposure beyond what we would be likely to experience if we offered only standard automobile insurance.
Nonstandard automobile insurance is provided to insureds who are unable to obtain preferred or standard insurance coverage because of their payment histories, driving records, age, vehicle types, or prior claims histories. This type of automobile insurance historically has a higher frequency of claims than does preferred or standard automobile insurance policies, although the average dollar amount of the claim is usually smaller under nonstandard insurance policies. As a result, we are exposed to the possibility of increased loss exposure and higher claims experience than would be the case if we offered only standard automobile insurance.
Increased competition, competitive pressures, industry developments and market conditions could affect the growth of our business and adversely impact our financial results.
We operate in highly competitive markets and face competition from national, regional and residual market insurance companies in the homeowners, commercial general liability, and automobile markets, many of whom are larger, have greater financial and other resources, have higher financial strength ratings and offer more diversified insurance coverage. Our competitors include companies that market their products through agents, as well as companies that sell insurance directly to their customers. Large national captive writers may have certain competitive advantages over independent agency writers, including increased name recognition, increased loyalty of their customer base and reduced policy acquisition costs. We may be forced to reduce our premiums or increase our commissions significantly to compete, which could make us less profitable and have a material adverse effect on our business, results of operations and financial condition. If we do not meet the prices offered by our competitors, we may lose business in the short term, which could also result in a material adverse effect on our business, results of operations and financial condition.
Our executive management team is critical to the strategic direction of our company. If there were an unplanned loss of service by any of our officers our business could be harmed.
We depend, and will continue to depend, on the services of our executive management team, which includes Michael H. Braun, Chief Executive Officer and President, Ronald Jordan, Chief Financial Officer, Erick A. Fernandez, Chief Accounting Officer, and others. Our success also will depend in part upon our ability to attract and retain qualified executive officers, experienced underwriting talent and other skilled employees who are knowledgeable about our business. If we were to lose the services of one or more members of our executive management team, our business could be adversely affected. Although we have employment agreements with certain of our executive officers, any unplanned loss of service could substantially harm our business.
The recently enacted U.S. tax reform legislation will have an impact on our results of operations and financial condition, which we are currently assessing.
On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Tax Act”) was enacted, which significantly amends the Internal Revenue Code of 1986. Among other things, the Tax Act reduces the corporate tax rate from a statutory rate of 35% to 21%, imposes additional limitations on net operating losses and executive compensation, allows for the full expensing of certain capital expenditures, and enacts other changes impacting the insurance industry. While we expect the overall impact of the Tax Act to be favorable due to the decrease in the statutory tax rate, we are currently assessing the impact of other changes therein on our results of operations. In addition, it is possible that state insurance regulators, including the OIR, may determine to take regulatory action, such as disapproving requested rate increases, because of the perception that the Tax Act has benefited insurance companies.
Risks Related to an Investment in Our Shares
Our stock price in recent years has been volatile and is likely to continue to be volatile. As a result, the market price of our common stock may drop below the price you pay, and you may not be able to resell your shares at a profit.
The market price of our common stock has experienced, and may continue to experience, significant volatility from time to time. Such volatility may be affected by various factors and events, such as:
our operating results, including a shortfall in operating revenue or net income from that expected by securities analysts and investors;
recognition of large unanticipated accounting charges, such as related to a loss reserve enhancement;
changes in securities analysts’ estimates of our financial performance or the financial performance of our competitors or companies in our industry generally;
the announcement of a material event or anticipated event involving us or our industry or the markets in which we operate;
the issuance of a significant number of shares; and,
the other risk factors described in this Annual Report, the accompanying notes and the documents incorporated by reference herein.
In recent years, the U.S. stock market has experienced extreme price and volume fluctuations, which have sometimes affected the market price of the securities issued by a particular company in a manner unrelated to the operational performance of the company. This type of market effect could impact our common stock price as well. The volatility of our common stock means that the price of our common stock may have declined substantially at such time as you may look to sell your shares of our common stock. If our share price decreases, the value of your investment could decline.
We have authorized but unissued preferred stock, which could affect rights of holders of common stock.
Our articles of incorporation authorize the issuance of preferred stock with designations, rights and preferences determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without shareholder approval, to issue preferred stock with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of common stock. In addition, the preferred stock could be issued as a method of discouraging a takeover attempt. Although we do not intend to issue any preferred stock at this time, we may do so in the future.
Provisions in our articles of incorporation and our bylaws and the Florida Business Corporation Act could make it more difficult to acquire us and may reduce the market price of our common stock.
Our articles of incorporation and our bylaws contain certain provisions that may make it more difficult and time-consuming for shareholders or third parties to influence our management, policies or affairs, and may discourage, delay or prevent a transaction involving a change-in-control of our company and offering a premium over the current market price of our common stock. These provisions include those which:
prohibit cumulative voting in the election of our directors;
establish a classified board of directors with staggered three-year terms;
establish advance notice and disclosure procedures for shareholders to bring matters, including nominations for election to our board, before a meeting of our shareholders; and,
eliminate the ability of shareholders to take action by written consent in lieu of a shareholder meeting.
As a result, we may be less likely to receive unsolicited offers to acquire us that some of our shareholders might consider beneficial.
The Florida Business Corporation Act, as amended, contains provisions, which our directors have elected not to opt out of, that are designed to enhance the ability of our board of directors to respond to and potentially defer attempts to acquire control of our company. These provisions may discourage altogether takeover attempts that have not been approved by our board of directors. These provisions may also adversely affect the price that a potential purchaser would be willing to pay for our common stock and, therefore, deprive you of the opportunity to obtain a takeover premium for your shares. These provisions could make the removal of our incumbent directors and management more difficult. These provisions may enable a minority of our directors and the holders of a minority of our outstanding voting stock or the holders of an existing control block to prevent, delay, discourage or make more difficult a merger, tender offer or proxy contest, even though the transaction may be favorable to the interests of a majority of our non-affiliate shareholders. These provisions could also potentially adversely affect the market price of our common stock.
As a holding company, we depend on the earnings of our subsidiaries and their ability to pay management fees and dividends to the holding company as the primary source of our income.
We are an insurance holding company whose primary assets are our subsidiaries. Our operations, and our ability to pay dividends or service our debt, are limited by the earnings of our subsidiaries and their payment of their earnings to us in the form of management fees, commissions, dividends, loans, advances or the reimbursement of expenses. These payments can be made only when our subsidiaries have adequate earnings. In addition, dividend payments made to us by our insurance subsidiaries are restricted by Florida law governing the insurance industry. Generally, Florida law limits the dividends payable by insurance companies under complicated formulas based on the subsidiaries’ available capital and earnings.
Payment of dividends in the future will depend upon our earnings and financial position and such other factors, as our board of directors deems relevant.
Future sales of our common stock by our existing shareholders in the public market, or the possibility or perception of such future sales, or sales of additional shares of common stock by us, could depress our stock price.
Investors currently known to be the beneficial owners of more than 5.0% of our common stock hold approximately 45% of our outstanding shares. Sales of a substantial number of shares of our common stock in the public market or otherwise by our existing shareholders, or the possibility or perception that such sales could occur, could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities.
In addition, we may issue additional shares of our common stock from time to time in the future in amounts that may be significant. The sale of substantial amounts of our common stock by us, or the perception that these sales may occur, could adversely impact our stock price.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our executive offices are located at 14050 N.W. 14th Street, Suite 180, Sunrise, Florida 33323 in an 18,554 square foot office facility. Our lease for this office space is scheduled to expire in December 2022. Refer to Note 9. Commitments and Contingencies, in the Notes to Consolidated Financial Statements set forth in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report, for further information regarding our leases.
ITEM 3. LEGAL PROCEEDINGS
In the ordinary course of conducting our business, we become involved in various legal actions and claims. Litigation is subject to many uncertainties and we may be unable to accurately predict the outcome of such matters, some of which could be decided unfavorably to us. Management does not believe the ultimate outcome of any pending matters of this nature would be material.
We have been a party to a Co-Existence Agreement effective as of August 30, 2013 (the “Co-Existence Agreement”) with Federated Mutual Insurance Company (“Mutual”) pursuant to which we agreed to certain restrictions on its use of the word “FEDERATED” without the word “NATIONAL” when referring to the Company and FNIC. In response to Mutual’s allegations that our use of the word “FED” as part of our federally registered “FEDNAT” trademark infringes on Mutual’s federal and common law trademark rights, in July 2016 we filed a declaratory judgment action for non-infringement of trademark in the U.S. District Court for the Southern District of Florida seeking a declaration that our federally registered trademark “FEDNAT” does not infringe any alleged trademark rights of Mutual and that Mutual does not own any trademark rights to the name or mark “FED” in connection with insurance services outside of Owatonna, Minnesota. In response to Mutual’s demand for arbitration against us alleging a breach of the Co-Existence Agreement, on February 16, 2018 the arbitrator agreed that our “FEDNAT” trademark does not infringe on Mutual’s federal or common law trademark rights. As a result, we have begun the process of re-branding the Company to use the FEDNAT name. The arbitrator also required us to cease using the Federated National name within 90 days. Unless the Company is able to reach agreement with Mutual regarding the timing of the name change, the Company intends to challenge that portion of the arbitration award in federal court.
On March 2, 2017, we filed a complaint in Broward County, Florida court to enforce the terms of the restrictive covenants set forth in the Amended and Restated Non-Competition, Non-Disclosure and Non-Solicitation Agreement dated August 5, 2013, as amended, entered into between Peter J. Prygelski, III and our company during Mr. Prygelski’s employment with us and set forth in the separation agreement he entered into in connection with his separation from our company. We believe that he accepted employment with a competitor in contravention of these restrictive covenants and therefore we are seeking injunctive relief, declaratory relief and damages. Prygelski has also filed an arbitration seeking declaratory relief as to his obligations under the above-referenced agreements and to recover the remainder of his severance and health insurance premium reimbursements. Because we are seeking monetary relief, we have filed a counterclaim in the arbitration seeking damages and recovery of separation payments. The litigation seeking injunctive relief and the companion arbitration related to damages are ongoing. The final hearing on the arbitration is scheduled for May 14, 2018. There can be no assurances as to the outcome of this matter.
Refer to Note 9. Commitments and Contingencies, in the Notes to Consolidated Financial Statements set forth in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report, for further information regarding our legal proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS10. DIRECTORS, EXECUTIVE OFFICERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is listed for trading on the NASDAQ Global Market under the symbol “FNHC.” The following table sets forth quarterly high and low closing sale prices as reported on the NASDAQ Global Market. These reported prices reflect prices between dealers, without accounting for retail mark-ups, markdowns or commissions, and may not represent actual transactions.
|
| | | | | | | | |
| Quarter Ended: | | High | | Low |
| March 31, 2017 | | $ | 21.19 |
| | $ | 16.45 |
|
| June 30, 2017 | | 17.60 |
| | 14.46 |
|
| September 30, 2017 | | 17.34 |
| | 9.78 |
|
| December 31, 2017 | | 16.75 |
| | 12.84 |
|
| | | | | |
| March 31, 2016 | | $ | 29.08 |
| | $ | 18.68 |
|
| June 30, 2016 | | 22.93 |
| | 18.00 |
|
| September 30, 2016 | | 22.45 |
| | 17.08 |
|
| December 31, 2016 | | 19.33 |
| | 14.03 |
|
The closing price of our common stock on March 8, 2018 was $16.35.
HOLDERS
As of March 8, 2018, there were 120 holders of record of our common stock. We believe that the number of beneficial owners of our common stock is in excess of 2,770.
DIVIDENDS
The Board of Directors of FNHC declared regular quarterly dividends as follows:
In November 2017, the Company’s Board of Directors declared a dividend of $0.08 per common share, paid in March 2018, totaling $1.0 million.
In September 2017, the Company’s Board of Directors declared a dividend of $0.08 per common share, paid in December 2017, totaling $1.1 million.
In June 2017, the Company’s Board of Directors declared a dividend of $0.08 per common share, paid in September 2017, totaling $1.1 million.
In March 2017, the Company’s Board of Directors declared a dividend of $0.08 per common share, paid in June 2017, totaling $1.1 million.
In December 2016, our Board of Directors declared a dividend of $0.08 per common share, paid in March 2017, totaling $1.1 million.
In September 2016, our Board of Directors declared a dividend of $0.08 per common share, paid in December 2016, totaling $1.1 million.
In June 2016, our Board of Directors declared dividends of $0.06 per common share, respectively, paid in September 2016, totaling $1.7 million.
In January 2016, our Board of Directors declared a dividend of $0.05 per common share, paid in March 2016, totaling $0.7 million.
Payment of dividends in the future will depend on our earnings and financial position and such other factors, as our Board of Directors deems relevant. Our ability to continue to pay dividends may be restricted by regulatory limits on the amount of dividends that FNIC and MNIC are permitted to pay to the parent company.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANSCORPORATE GOVERANCE
The following table summarizessets forth certain information with respect to our equity compensation planscontinuing directors and our executive officers as of December 31, 2017. All equity compensation plans were approved by our shareholders. We have not granted any options, warrants or rights to our shareholders outside of these equity compensation plans.
|
| | | | | | | | | |
| Equity Compensation Plan Information |
| | | | | | | Number of securities |
| | | | | | | remaining available for |
| | | Number of securities to | | Weighted-average | | future issuance under |
| | | be issued upon exercise of | | exercise price of | | equity compensation plans |
| | | outstanding options, | | outstanding options, | | (excluding securities |
| | | warrants and rights | | warrants and rights | | reflected in column (a)) |
| Plan category | | (a) | | (b) | | (c) |
| Equity compensation plans approved by stockholders | | 50,351 |
| | 3.72 |
| | 142,905 |
|
Refer to Note 10. Shareholders’ Equity, in the Notes to Consolidated Financial Statements set forth in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report, for additional information regarding our equity compensation.
STOCK PERFORMANCE GRAPH
The following graph shows the cumulative total shareholder return on our common stock over the last five fiscal years as compared with the total returns of the NASDAQ Composite Index and the SNL Property & Casualty Insurance Index. In accordance with SEC rules, this graph includes indices that we believe are comparable and appropriate.April 26, 2019:
|
| | |
Federated National HoldingName | Age | Position with Company |
| Michael H. Braun (1) | 51 | Chief Executive Officer, President, Class I Director |
| Jenifer G. Kimbrough (2)(4)(5) | 48 | Class I Director |
| Bruce F. Simberg (1)(3) | 70 | Chairman of the Board, Class II Director |
| Richard W. Wilcox Jr. (2)(4)(5) | 77 | Lead Independent Director, Class II Director |
| William G. Stewart (3)(5) | 70 | Class II Director |
| Thomas A. Rogers (1)(4)(5) | 67 | Class III Director |
| Roberta N. Young (2)(3)(5) | 69 | Class III Director |
| Ronald A. Jordan | 51 | Chief Financial Officer |
| | |
|
| | | | | | | | | | | | | | | | | | |
| | | Period Ending |
| Index | | 12/31/2012 | | 12/31/2013 | | 12/31/2014 | | 12/31/2015 | | 12/31/2016 | | 12/31/2017 |
| Federated National Holding Company | | 100.00 |
| | 277.76 |
| | 460.35 |
| | 566.62 |
| | 362.79 |
| | 327.96 |
|
| NASDAQ Composite | | 100.00 |
| | 140.12 |
| | 160.78 |
| | 171.97 |
| | 187.22 |
| | 242.71 |
|
| SNL Insurance P&C | | 100.00 |
| | 132.48 |
| | 152.15 |
| | 157.39 |
| | 185.75 |
| | 212.37 |
|
Returns are based on the change in year-end to year-end price. The graph assumes $100 was invested on December 31, 2012 in our common stock, the NASDAQ Composite Index and the SNL Property & Casualty Insurance Index and that all dividends were reinvested. Past performance is not necessarily an indicator of future results.
Our filings with the SEC may incorporate information by reference, including this Annual Report. Unless we specifically state otherwise, the information under this heading “Stock Performance Graph” shall not be deemed to be “soliciting materials” and shall not be deemed to be “filed” with the SEC or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934.
ITEM 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data should be read in conjunction with the consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth elsewhere in this Annual Report.
|
| | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 (1) | | 2015 (1) | | 2014 (1) | | 2013 (1) |
| Statement of Operations Data: | (In thousands, except per share data) |
| Revenue: | | | | | | | | | |
| Net premiums earned | $ | 333,481 |
| | $ | 261,369 |
| | $ | 213,020 |
| | $ | 173,774 |
| | $ | 104,381 |
|
| Net investment income | 10,254 |
| | 9,063 |
| | 7,226 |
| | 5,385 |
| | 3,332 |
|
| Net realized investment gains | 8,548 |
| | 3,045 |
| | 3,616 |
| | 4,426 |
| | 2,881 |
|
| Direct written policy fees | 17,173 |
| | 16,619 |
| | 9,740 |
| | 7,728 |
| | 3,976 |
|
| Other income | 22,206 |
| | 17,429 |
| | 9,869 |
| | 7,303 |
| | 4,352 |
|
| Total revenue | 391,662 |
| | 307,525 |
| | 243,471 |
| | 198,616 |
| | 118,922 |
|
| Costs and expenses: | | | | | | | | | |
| Losses and loss adjustment expenses | 247,557 |
| | 197,810 |
| | 112,710 |
| | 81,224 |
| | 58,610 |
|
| Commissions and other underwriting expenses | 114,867 |
| | 90,378 |
| | 52,862 |
| | 48,294 |
| | 35,350 |
|
| General and administrative expenses | 19,963 |
| | 17,186 |
| | 14,698 |
| | 10,797 |
| | 7,529 |
|
| Interest expense | 348 |
| | 348 |
| | 256 |
| | — |
| | — |
|
| Total costs and expenses | 382,735 |
| | 305,722 |
| | 180,526 |
| | 140,315 |
| | 101,489 |
|
| Income before income taxes | 8,927 |
| | 1,803 |
| | 62,945 |
| | 58,301 |
| | 17,433 |
|
| Income taxes | 3,585 |
| | 542 |
| | 24,089 |
| | 20,491 |
| | 5,803 |
|
| Net income | 5,342 |
| | 1,261 |
| | 38,856 |
| | 37,810 |
| | 11,630 |
|
| Net (loss) income attributable to non-controlling interest | (2,647 | ) | | 246 |
| | (445 | ) | | — |
| | — |
|
| Net income attributable to Federated National Holding Company shareholders | $ | 7,989 |
| | $ | 1,015 |
| | $ | 39,301 |
| | $ | 37,810 |
| | $ | 11,630 |
|
| | |
| | |
| | |
| | |
| | |
|
| Per share data: | |
| | |
| | |
| | |
| | |
|
Net income per share attributable to Federated National Holding Company shareholders: | |
| | |
| | |
| | |
| | |
|
| Basic | $ | 0.61 |
| | $ | 0.07 |
| | $ | 2.86 |
| | $ | 3.13 |
| | $ | 1.37 |
|
| Diluted | $ | 0.60 |
| | $ | 0.07 |
| | $ | 2.81 |
| | $ | 3.04 |
| | $ | 1.33 |
|
| Dividends | $ | 0.32 |
| | $ | 0.27 |
| | $ | 0.18 |
| | $ | 0.13 |
| | $ | 0.11 |
|
|
| | | | | | | | | | | | | | | | | | | |
| | December 31, |
| | 2017 | | 2016 (1) | | 2015 (1) | | 2014 (1) | | 2013 (1) |
| | (In thousands, except per share data) |
| Balance Sheet Data: | | | | | | | | | |
| Cash and invested assets | $ | 530,249 |
| | $ | 484,275 |
| | $ | 437,369 |
| | $ | 370,920 |
| | $ | 262,156 |
|
| Total assets | $ | 904,873 |
| | $ | 815,390 |
| | $ | 701,373 |
| | $ | 506,828 |
| | $ | 317,167 |
|
| Loss and loss adjustment expense reserves | $ | 230,515 |
| | $ | 158,110 |
| | $ | 97,706 |
| | $ | 78,587 |
| | $ | 61,203 |
|
| Total liabilities | $ | 677,414 |
| | $ | 580,925 |
| | $ | 455,216 |
| | $ | 317,267 |
| | $ | 210,463 |
|
| Total shareholders’ equity | $ | 227,459 |
| | $ | 234,465 |
| | $ | 246,157 |
| | $ | 189,561 |
| | $ | 106,704 |
|
| Book value per share, excluding non-controlling interest | $ | 16.29 |
| | $ | 16.01 |
| | $ | 16.52 |
| | $ | 13.91 |
| | $ | 9.79 |
|
(1) Prior years reflect revisions of our previously issued financial statements. Refer to Note 1. Organization, Consolidation and Basis of Presentation within the Revisions of Previously Issued Financial Statements section, in the Notes to Consolidated Financial Statements set forth in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report, for information regarding the adjustments.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Operating Results Overview — Year EndedDecember 31, 2017Compared to Year EndedDecember 31, 2016
The following table sets forth results of operations for the periods presented:
|
| | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | % Change | | 2016 |
| Revenue: | (Dollars in thousands) |
| Gross premiums written | $ | 603,417 |
| | (0.3 | )% | | $ | 605,485 |
|
| Increase in unearned premiums | (224 | ) | | (99.4 | )% | | (40,062 | ) |
| Gross premiums earned | 603,193 |
| | 6.7 | % | | 565,423 |
|
| Ceded premiums earned | (269,712 | ) | | (11.3 | )% | | (304,054 | ) |
| Net premiums earned | 333,481 |
| | 27.6 | % | | 261,369 |
|
| Net investment income | 10,254 |
| | 13.1 | % | | 9,063 |
|
| Net realized investment gains | 8,548 |
| | 180.7 | % | | 3,045 |
|
| Direct written policy fees | 17,173 |
| | 3.3 | % | | 16,619 |
|
| Other income | 22,206 |
| | 27.4 | % | | 17,429 |
|
| Total revenue | 391,662 |
| | 27.4 | % | | 307,525 |
|
| | | | | | |
| Costs and expenses: | | | | | |
| Losses and loss adjustment expenses | 247,557 |
| | 25.1 | % | | 197,810 |
|
| Commissions and other underwriting expenses | 114,867 |
| | 27.1 | % | | 90,378 |
|
| General and administrative expenses | 19,963 |
| | 16.2 | % | | 17,186 |
|
| Interest expense | 348 |
| | — | % | | 348 |
|
| Total costs and expenses | 382,735 |
| | 25.2 | % | | 305,722 |
|
| | | | | | |
| Income before income taxes | 8,927 |
| | 395.1 | % | | 1,803 |
|
| Income taxes | 3,585 |
| | 561.4 | % | | 542 |
|
| Net income | 5,342 |
| | 323.6 | % | | 1,261 |
|
| Net (loss) income attributable to non-controlling interest | (2,647 | ) | | (1,176.0 | )% | | 246 |
|
| Net income attributable to Federated National Holding Company shareholders | $ | 7,989 |
| | 687.1 | % | | $ | 1,015 |
|
| | | | | | |
| Ratios to net premiums earned: | | | | | |
|
| Net loss ratio (1) | 74.2 | % | | | | 75.7 | % |
| Net expense ratio (2) | 40.4 | % | | | | 41.2 | % |
| Combined ratio (3) | 114.6 | % | | | | 116.9 | % |
| |
| (1) | Net loss ratio is calculated as losses and loss adjustment expenses divided by net premiums earned.Business Strategy Committee Member |
| |
| (2) | Net expense ratio is calculated as all operating expenses less interest expense divided by net premiums earned.Audit Committee Member |
| |
| (3) | Combined ratio is calculatedInvestment Committee Member |
| |
| (4) | Compensation Committee Member |
| |
| (5) | Nominating Committee Member |
Below is a brief description of the business experience of each director and executive officer of the company.
Michael H. Braun was appointed Chief Executive Officer of the Company in July 2008, President in June 2009, elected to the Board of Directors in December 2005 and served as Chairman of the Board from March 2015 to January 2016. Previously, Mr. Braun was Chief Operating Officer, where he was responsible for the Company’s day-to-day operations and strategic product portfolio. Mr. Braun has also served as President of FedNat Insurance Company (“FNIC”), a subsidiary of the Company, since September 2003, a position that he continues to hold. Previously, he held key management positions within FNIC, responsible for operations, marketing and underwriting. Prior to joining the Company, Mr. Braun was Managing Partner for an independent chain of insurance agencies, which was acquired by the Company in 1998. Mr. Braun received a Bachelor of Science degree in Business Administration from the University of Buffalo. Mr. Braun does not serve on the board of directors of any other SEC reporting company.
Mr. Braun’s 20-year tenure with the Company, together with his substantial experience in all aspects of insurance company operations, including product development, strategy, reinsurance and underwriting, have been critical to the Company’s growth in the homeowners insurance market.
Jenifer G. Kimbrough has served as a director of the Company since April 2009. Ms. Kimbrough serves as Managing Director, Chief Financial Officer at Oakworth Capital Bank since October 2015, prior to which Ms. Kimbrough was the Vice President of Compliance and Audit for Surgical Care Affiliates from March 2010 to October 2015. Prior to 2010, Ms. Kimbrough served as the Vice President of Assurance and Process Improvement. Prior to 2007, Ms. Kimbrough was the Senior Vice President of Investor Relations at Regions Financial Corporation. From 1993 to 2003, Ms. Kimbrough served as an Audit Senior Manager at Ernst & Young LLP. Ms. Kimbrough received her certification as a Certified Public Accountant (“CPA”) from the Alabama State Board of Public Accountancy in 1994 and obtained a Bachelor of Science degree in Commerce & Business Administration (Accounting) from The University of Alabama in 1993. Ms. Kimbrough is a member of several professional societies, including: Alabama State Society of Certified Public Accountants and American Institute of Certified Public Accountants (“AICPA”). Additionally, she served on the AICPA Women’s Initiative Executive Committee and as National President of the AWSCPA and serves in various volunteer leadership capacities. Ms. Kimbrough does not serve on the board of directors of any other SEC reporting company.
Ms. Kimbrough brings her significant knowledge in compliance and audit, from both the issuer’s perspective and the auditor’s perspective, to the Company and the Board.
Bruce F. Simberg rejoined the Board on January 29, 2016, after serving as a director of the Company from January 1998 to March 2015. Mr. Simberg has been a practicing attorney since October 1975, most recently as managing partner of Conroy Simberg, P.A. (“Conroy Simberg”), a law firm in Hollywood, Florida, since October 1979. Mr. Simberg received his Bachelor of Science degree from Emory University and his Juris Doctor from the University of Miami. Mr. Simberg does not serve on the board of directors of any other SEC reporting company.
Mr. Simberg has significant historical knowledge and understanding of the Company’s development, as well as significant experience in insurance-related and other litigation and risk assessment matters.
Richard W. Wilcox Jr. has served as a director of the Company since January 2003. Mr. Wilcox has been in the insurance industry for more than 50 years. In 1968, Mr. Wilcox purchased an insurance agency that he grew into a business generating $10 million in annual revenue. In 1991, Mr. Wilcox sold his agency to Hilb, Rogal and Hamilton Company (“HRH”) of Fort Lauderdale, for which he retained the position of President through 1998. In 1998, HRH of Fort Lauderdale merged with Poe and Brown of Fort Lauderdale, and Mr. Wilcox served as the Vice President of Poe and Brown until 1999, when he retired. Mr. Wilcox holds CIC designation as a member of the Society of Certified Insurance Counselors. Mr. Wilcox also holds an Advanced Professional Director Certification from the American College of Corporate Directors, a national public company director education and credentialing organization. Mr. Wilcox does not serve on the board of directors of any other SEC reporting company.
Mr. Wilcox’s substantial experience with insurance agency operations, his overall knowledge of the insurance industry, including in the Company’s primary market of Florida, as well as his experience with executive compensation and his historical knowledge of the Company, are considered to be valuable expertise for the Board.
William G. Stewart has served as a director of the Company since October 1, 2015. Mr. Stewart has significant experience in administration and investment management. He has served as the Deputy Secretary of Administration for the State of Maryland, Department of Public Safety and Correctional Services, since February 2015. From 2003 to 2007, Mr. Stewart was an Assistant Secretary for Administration/Business Services and an Acting Deputy Secretary for the State of Maryland, Department of Juvenile Services. He has more than 35 years’ experience in the securities industry, including as a Senior Consultant at Asset Strategy Consultants, an investment management consulting firm, from 2007 to 2015, and as a senior executive officer and registered representative at Mercantile Capital Advisors, Inc. from 2000 to 2002, and at BT Alex. Brown Incorporated and Alex. Brown & Sons Incorporated from 1973 to 1999. Mr. Stewart received a Bachelor of Arts degree from Princeton University and a Masters of Business Administration from the University of Virginia Graduate School of Business Administration. Mr. Stewart does not serve on the board of directors of any other SEC reporting company.
Mr. Stewart’s significant experience in administration and investment management provides the Board with greater depth of knowledge regarding management of the Company’s investment portfolio.
Roberta N. Young was appointed to serve as a director of the company beginning on September 29, 2017. Mrs. Young joins the Board with more than 40 years’ experience as a CPA and licensed in both Florida and Texas. She has extensive experience in auditing many different types of companies, including SEC companies and insurance companies and in tax preparation and consulting. Most recently, Mrs. Young was a director of tax at BDO USA, LLP (“BDO”) from August 2016 to May 2017. Mrs. Young currently provides tax and consulting services to individuals and companies in South Florida. She was a partner of Goldstein Schechter Koch, CPAs (“GSK”), from 2014 until BDO acquired GSK in August 2016. She started her career in Florida with De Meo, Young McGrath in 1988 becoming partner in 1992 and was managing partner for 4 years. The firm merged with GSK in 2014. Mrs. Young does not serve on the board of directors of any other SEC reporting company.
Mrs. Young’s more than 40 years of experience in accounting and auditing, including in particular for public companies in the insurance industry, provides the Board with another expert in accounting, auditing and financial reporting.
Thomas A. Rogers has served as a director of the Company since October 1, 2015. Mr. Rogers has more than 40 years’ experience in the reinsurance industry, including 22 years serving in senior executive officer positions with Aon Benfield Inc. until his retirement in 2014 as its Vice Chairman. Prior to Aon Benfield, Mr. Rogers spent 18 years with both reinsurance underwriting and intermediary companies and specialized in the development and management of specialized property and casualty lines. Mr. Rogers received his Bachelor of Science degree from Drexel University. Mr. Rogers does not serve on the board of directors of any other SEC reporting company.
Mr. Rogers’ significant knowledge of reinsurance underwriting, including day-to-day insurance operations, and in specialized property and casualty lines provides the Board with expertise that is highly relevant to the Company’s current operations and beneficial in connection with possible future expansion of the Company’s business lines.
Ronald A. Jordan was appointed as Chief Financial Officer of the Company on April 17, 2017. Mr. Jordan brings to the Company more than 25 years’ experience in accounting and financial reporting, including most recently as Chief Accounting Officer of Hatteras Financial Corp., a mortgage real estate investment trust based in Winston-Salem, North Carolina, from 2013 to 2016. Prior to that position, Mr. Jordan held various positions at Lincoln Financial Group from 2003 to 2012, including Senior Vice President, Financial Planning and Strategic Initiatives, from 2011 to 2012, Vice President and General Auditor from 2006 to 2011, and Vice President and Controller from 2003 to 2006. From 1996 to 2003, Mr. Jordan held positions in financial reporting and accounting at Jefferson Pilot Corporation, CNA Insurance, and Bankers Life & Casualty. Mr. Jordan began his career at Arthur Andersen, LLP from 1989 to 1996. Mr. Jordan is a CPA and Certified Internal Auditor (inactive), and received his Bachelor of Business Administration degree in accounting, with high distinction, from the University of Michigan.
CORPORATE GOVERNANCE
Corporate Governance Update
The Company has experienced significant growth, both in revenues and market capitalization, in recent years. The Board of Directors has received feedback from shareholders and others regarding its corporate governance and executive compensation practices. With that feedback in mind, and being cognizant of the Company’s recent growth, the Board of Directors has undertaken a comprehensive review of our Company’s corporate governance in order to assure strong Board accountability and effective shareholder rights policies. This review was done in conjunction with a review by our Compensation Committee of our executive compensation practices, which resulted in significant updates to our executive compensation practices as described more fully below under the caption “Compensation Discussion and Analysis.” Although the Board believes that the Company’s current corporate governance practices and provisions of its articles and bylaws are consistent with those of a public company that is a comparable size to the Company in the Company’s industry, and are in the best interests of its shareholders, the Board has embraced the feedback received as part of its outreach to shareholders and investment community, and taken the following actions in the last three years:
The Board added two new independent directors in 2015 and a third new independent director in 2017, continuing the Board’s refreshment efforts and maintaining the number of independent directors at six of the seven Board members, or 86%.
The Board has separated the roles of Chairman of the Board and Chief Executive Officer.
The Board amended the Company’s bylaws to implement a majority voting standard for uncontested elections of directors.
The Board approved increasing the frequency of the shareholder vote on executive compensation (“say- on-pay”) to occur annually.
The Board amended the Company’s articles and bylaws to reduce the supermajority requirement (66- 2/3% of the shares outstanding) to amend certain provisions to a simple majority of shares outstanding.
The Board amended the Company’s articles and bylaws to reduce the percentage of shares required to call a special meeting from 33% to 25%.
The Board approved stock ownership and retention guidelines applicable to our directors, in addition to our Chief Executive Officer and Chief Financial Officer. Under these guidelines, our outside, non- employee directors are each required to hold shares of the Company’s common stock with a value of at least four times their annual retainer. The guidelines further provide that the outside directors should achieve the guideline amounts within five years of the policy’s adoption and, until the guideline amounts are achieved, our directors must retain 66-2/3% of any shares received as equity grants from the Company, net of shares withheld or sold to pay taxes.
The Board prohibited directors and executive officers from hedging or pledging the Company’s common stock, without exception.
The Board adopted corporate governance guidelines, which update, consolidate and memorialize the corporate governance practices followed by the Board and the Company.
The Company’s Amended and Restated 2012 Stock Incentive Plan was amended to prohibit option repricing and implement a one-year minimum vesting requirement, and similar provisions were included in the 2018 Omnibus Incentive Compensation Plan approved by the shareholders at the 2018 Annual Meeting of Shareholders.
The Board adopted the most restrictive definition of “independence” when appointing the current members of its Compensation and Nominating committees.
The Board believes that these steps represent a good faith effort to respond to the feedback received as a result of its shareholder outreach and represent meaningful steps to align its corporate governance practices with the interests of its shareholders and current best practices. As is our standard practice, we will continue to engage with our shareholders and will take feedback we receive from them into account as we evolve our corporate governance practices according to the needs of our business.
Leadership Structure
The Chairman of the Board is elected by the members of the Board and typically presides at all meetings of the Board. Bruce F. Simberg currently serves as our Chairman, a position he has held since 1998 other than the period from March 2015 to January 2016. Richard W. Wilcox Jr., an independent member of the Board since 2003, was named the Board’s Lead Independent Director during Mr. Simberg’s absence from the Chairman position, and continues to hold that position in recognition of his significant knowledge of the Company’s history, growth and operations and his contributions, along with those of Mr. Simberg, to the oversight of the Company. The responsibilities of the Company’s Chairman of the Board are: (i) presiding at all meetings of the Board (with the Lead Independent Director presiding at meetings where the Chairman is not present), including presiding at executive sessions of the Board (without management present) at every regularly scheduled Board meeting, (ii) serving as a liaison between management and the independent directors, (iii) providing input regarding meeting agendas, time schedules and other information provided to the Board, and (iv) being available for direct communication and consultation with major shareholders. Our Chairman also has the authority to call meetings of the independent directors. The Chief Executive Officer is the only member of management on the Board.
The Company believes that its Board as a whole should encompass a diverse range of talents, skills, perspectives, experiences, and tenure on the Board, enabling the Board to provide sound guidance with respect to the Company's operations and interests. The Company's policy is to have at least a majority of directors qualify as independent as defined by the listing and maintenance rules of The Nasdaq Stock Market (the “Nasdaq Rules”). The Nominating Committee identifies candidates for election to the Board of Directors; reviews their skills, characteristics and experience; and recommends nominees for director to the Board for approval. The Nominating Committee's Charter provides that the Board of Directors as a whole should be balanced and diverse, and consist of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience, financial expertise and local or community ties. Minimum individual requirements include strength of character, mature judgment, familiarity with the Company's business and industry, independence of thought and an ability to work collegially. The Board believes that the qualifications of the directors, as set forth in their biographies above provide them with the qualifications and skills to serve as a director of our Company.
Board Self-Assessment Process
The Board believes that ongoing self-assessment is important to strengthening its performance and fulfilling its role on behalf of the Company’s shareholders. To that end, the Board conducts an annual evaluation process that begins by asking each Board member to complete a comprehensive evaluation form that addresses the Board’s overall performance and a self-evaluation of the individual director’s performance. Overall Board performance is evaluated based on, among other things, the conduct of Board meetings, the composition of the Board, the quality of information provided to the Board, Board effectiveness, and access to management. Individual performance is evaluated to determine, among other things, whether the director continues to be able to devote the necessary time to Board and committee matters, whether the director’s skills are best utilized, and whether the director contributes to Board decision making. In addition, the Audit Committee conducts an annual evaluation of its performance, including a review of the effectiveness of its processes, the composition of the Committee, the Committee’s interactions with management and the Company’s auditors, and the Committee members’ understanding of the Company’s risks, controls and compliance. These evaluation forms are reviewed by the Chairman of the Board or the Audit Committee, and by the entire Board or Audit Committee, and are discussed in detail at a Board or Audit Committee meeting, as applicable.
Board Continuing Education
The Company encourages its directors to remain current in corporate governance, compliance and industry topics facing publicly traded insurance companies such as the Company. In that regard, the Company provides directors with the opportunity to attend seminars and conferences on director education, board leadership, current issues facing the insurance industry generally and the Florida and coastal insurance markets in particular, governance, risk management and other subjects of interest to Board members and relevant to the Company. Certain of our directors also obtain significant continuing education relevant to the Company in connection with their professional licenses and certifications in accounting, finance and law.
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines, which have updated, consolidated and memorialized the corporate governance practices followed by the Board and the Company. Among other things, the guidelines address the following matters relating to the Board and its committees:
Director qualifications generally and guidelines on the composition of the Board and its committees;
Director responsibilities and the standards for carrying out such responsibilities;
Board membership criteria;
Board committee requirements;
Director compensation;
Director access to management and independent advisors;
Director orientation and continuing education requirements; and
Chief Executive Officer evaluation, management succession and Chief Executive Officer compensation.
The Corporate Governance Guidelines are reviewed at least annually by the Board.
Risk Oversight
The Board’s role in connection with risk oversight is to oversee and monitor the management of risk practiced by the Company’s management in the performance of their duties. The Board does this in a number of ways, principally through the oversight responsibility of committees of the Board, but also as part of the strategic planning process. For example, our Audit Committee oversees management of risks related to accounting, auditing and financial reporting, maintaining effective internal controls over financial reporting, and information security and technology risks. Our Nominating Committee oversees risk associated with corporate governance and the Company’s code of conduct, including compliance with listing standards for independent directors and conflicts of interest. Our Compensation Committee oversees the risk related to our executive compensation plans and arrangements and is responsible for reviewing and recommending our non-employee director compensation plans and arrangements. Our Investment Committee oversees the risks related to managing our investment portfolio. The full Board receives reports on a regular basis regarding each committee’s oversight from the chairperson of each committee when reporting on their committee’s actions at regular Board meetings, as well as overseeing the development and implementation of strategic initiatives.
Meetings and Committees of the Board of Directors
During 2018, the Board of Directors held ten regular meetings, five special meetings and took actions by written consent on six occasions. During 2018, no director attended fewer than 75% of the Board and committee meetings held during this period. The Board of Directors encourages, but does not require, its directors to attend the Company’s annual meeting. All of our directors attended our 2018 annual meeting.
Board Independence
The Board has determined that the following continuing directors are independent pursuant to the Nasdaq Rules applicable to the Company: Bruce F. Simberg, Richard W. Wilcox Jr., Jenifer G. Kimbrough, William G. Stewart, Thomas A. Rogers and Roberta N. Young. The Board has also used the stricter definition of “independence” utilized by shareholder advisory services in determining the members of the Compensation and Nominating committees from 2017 forward.
The independent directors of the Board meet in executive sessions without management present. These sessions, which generally occur at every regularly scheduled Board meeting, are led by the Chairman. Executive sessions allow the independent directors to discuss, among other issues, management performance and compensation.
To facilitate the Board’s oversight functions and to take advantage of the knowledge and experience of its members, the Board has created several standing committees. These committees, the Audit, Investment, Nominating, Compensation and Business Strategy committees, allow regular risk oversight and monitoring, and deeper analysis of issues before the Board. The Audit, Compensation, Investment and Nominating committees are composed exclusively of independent directors. The membership of the standing committees is reviewed from time to time, and specific committee assignments are proposed and appointed by the Board. Each committee holds regularly scheduled meetings and confers between regularly scheduled meetings as needed.
Charters for the Audit, Compensation and Nominating committees, and the Corporate Governance Guidelines, are available upon the Company’s website at www.FedNat.com and are also available in print to any shareholder upon request from our Corporate Secretary.
Audit Committee. As of December 31, 2018, the Audit Committee was composed of Jenifer G. Kimbrough, who served as the Chair, Richard W. Wilcox Jr. and Roberta N. Young. Each member was determined to be “independent” as defined under the Nasdaq Rules applicable to the Company and SEC rules for Audit Committee membership. Ms. Kimbrough and Mrs. Young, who are Certified Public Accountants, were designated as “financial experts” as that term is defined in the applicable rules and regulations of the Exchange Act based on their understanding of U.S. generally accepted accounting principles (“GAAP”) and financial statements; their ability to assess the general application of GAAP in connection with the accounting for estimates, accruals and reserves; their experience preparing, auditing, analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities; their understanding of internal controls and procedures for financial reporting; and their understanding of audit committee functions. The Audit Committee held four regular meetings in fiscal 2018 and no special meetings. It is currently expected that the same Board members will constitute the Audit Committee for 2019.
Pursuant to its written charter, the duties and responsibilities of the Audit Committee include, but are not limited to, (a) the appointment of the independent certified public accountants and any termination of such engagement, (b) reviewing the plan and scope of independent audits, (c) reviewing significant accounting and reporting policies and operating controls, (d) having general responsibility for all related auditing and financial statement matters, and (e) reporting its recommendations and findings to the full Board of Directors. The Audit Committee pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed by the independent accountants, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act that are approved by the Audit Committee prior to the completion of the audit.
To ensure prompt handling of unexpected matters, the Audit Committee delegates to the Chair the authority to amend or modify the list of approved permissible non-audit services and fees. The Chair will report action taken to the Audit Committee at the next committee meeting. The Chief Financial Officer is responsible for tracking all independent auditor fees against the budget for such services and reports at least annually to the Audit Committee.
Compensation Committee. As of December 31, 2018, the Company’s Compensation Committee was composed of Jenifer G. Kimbrough, Thomas A. Rogers and Richard W. Wilcox Jr. Each member is independent as defined by the Nasdaq Rules. The Compensation Committee performs the duties and responsibilities pursuant to its charter, which includes reviewing and approving the compensation of the Company's executive officers. Mr. Wilcox serves as the Chairman. During fiscal 2018, the Compensation Committee held three regular meetings and one special meeting and took action by written consent on one occasion. For 2019, the members of the Compensation Committee are Jenifer G. Kimbrough, Thomas A. Rogers and Richard W. Wilcox Jr.
The Compensation Committee has worked with compensation and governance consultants in prior years to assist the Board in updating the Company’s corporate governance practices generally, assist with a review and update of the Company’s executive compensation practices, and assist with the Company’s shareholder engagement program. The Compensation Committee also regularly reviews internally compiled data about the compensation practices of our competitors. For the 2018 fiscal year, the Company engaged the firm of MacKenzie Partners to assist the Board with research related to executive compensation practices and our peers, and assist with the Company’s shareholder engagement program. MacKenzie Partners also provided proxy solicitation services to the Company.
Nominating Committee. As of December 31, 2018, the Company’s Nominating Committee was composed of Jenifer G. Kimbrough, Richard W. Wilcox Jr., Thomas A. Rogers, William G. Stewart and Roberta N. Young. Richard Wilcox serves as the committee chairperson. Each member is independent as defined by the Nasdaq Rules. During fiscal 2018, the Nominating Committee took actions by written consent on one occasion. The same Board members will constitute the Nominating Committee for 2019.
The Nominating Committee continues to identify qualified candidates for director positions. In recommending proposed nominees to the full Board, the Nominating Committee is charged with building and maintaining a Board that has an ideal mix of talent and experience to achieve the Company’s business objectives. In particular, the Nominating Committee considers all aspects of a candidate’s qualifications in the context of the needs of the Company at that point in time with a view to creating a Board with a diversity of experience and perspectives. Among the qualifications, qualities and skills of a candidate considered important by the Nominating Committee is a person with strength of character, mature judgment, familiarity with the Company’s business and industry, independence of thought and an ability to work collegially. The Nominating Committee considers diversity, together with these other factors, when evaluating candidates, but does not have a specific policy in place with respect to diversity.
The Nominating Committee will consider candidates for director who are recommended by its members, by other Board members and by management of the Company and who have the experience and skill set best suited to benefit the Company and its shareholders. The Nominating Committee will consider nominees recommended by our shareholders if the shareholder submits the nomination in compliance with the advance notice, information and other requirements described in our bylaws and applicable securities laws. The Nominating Committee evaluates director candidates recommended by shareholders in the same way that it evaluates candidates recommended by its members, other members of the Board, or other persons.
Shareholders who wish to recommend nominees to the Nominating Committee should submit their recommendation in writing to the Secretary of the Company at its executive offices pursuant to the requirements contained in Article III, Section 13 of the Company’s Bylaws. This section provides that the notice shall include: (a) as to each person who the shareholder proposed to nominate for election, (i) name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the Company which are beneficially owned by the person, (iv) the consent of each nominee to serve as a director of the Company if so elected and (v) any other information relating to the person that is required to be disclosed in solicitation for proxies for the election of directors pursuant to Rule 14A under the Exchange Act; and (b) as to the shareholder giving the notice, (i) the name and record address of the shareholder, and (ii) the class and number of shares of capital stock of the Company which are beneficially owned by the shareholder. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a director of the Company. To be timely, a shareholder’s notice shall be delivered to or mailed and received at the Company’s principal executive offices not less than 60 days nor more than 90 days prior to the meeting. If we give less than 70 days’ notice or prior public disclosure of the date of the meeting date, however, notice by the shareholder to be timely must be so received not later than the close of business on the tenth day following either the date we publicly announce the date of our annual meeting or the date of mailing of the notice of the meeting, whichever first occurs.
Investment Committee. As of December 31, 2018, the Company’s Investment Committee was composed of William G. Stewart, Bruce F. Simberg and Roberta N. Young. The Investment Committee manages our investment portfolio pursuant to its adopted Investment Policy Statement. Mr. Stewart serves as the Chairman. During fiscal 2018, the Investment Committee held four regular and three special meetings. The same Board members will constitute the Investment Committee for 2019.
Business Strategy Committee. As of December 31, 2018, the Company’s Business Strategy Committee (previously called the Business Development Committee) was composed of Thomas A. Rogers, Michael H. Braun and Bruce F. Simberg. The Business Strategy Committee provides advice, oversight and guidance both to management of the Company and to the Board on matters involving the Company’s development of programs and projects, and acquisitions of new technologies or products and other business opportunities of strategic importance to the Company. Mr. Rogers serves as the Chairman. During fiscal 2018, the Business Strategy Committee held four regular meetings. The same Board members will constitute the Business Strategy Committee for 2019.
Code of Conduct
We have adopted a Code of Conduct for all employees, officers and directors of the Company. A copy of our Code of Conduct is available on our web site at www.FedNat.com.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that our executive officers, directors, and persons who own more than 10% of a registered class of our equity securities to file reports of beneficial ownership and certain changes in beneficial ownership with the SEC and to furnish us with copies of those reports. To our knowledge, based solely on a review of the copies of such reports furnished to us or written representations that no other reports were required, we believe that during the year ended December 31, 2018, all reports required by Section 16(a) were timely filed except for one report that was filed late due to an administrative error.
ITEM 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The following Compensation Discussion and Analysis describes the components and objectives of the Company’s executive compensation program for fiscal 2018 for our “Named Executive Officers,” describes the process through which the decisions regarding executive compensation have been made, and describes the results of this decision-making process. Our Named Executive Officers for fiscal 2018 were our Chief Executive Officer and President and our Chief Financial Officer. The following Compensation Discussion and Analysis reflects the compensation paid to our Named Executive Officers for fiscal 2018 and the Compensation Committee’s decisions with respect to the compensation for fiscal 2019 for the Named Executive Officers.
Philosophy of the Company’s Executive Compensation Programs
The Compensation Committee of the Board is responsible for establishing, implementing and monitoring adherence to the Company’s compensation philosophy and oversees our compensation programs for our Named Executive Officers. With respect to executive compensation, the Compensation Committee’s primary goals are to attract and retain the most qualified, knowledgeable, dedicated and seasoned executives possible; provide challenging but attainable goals by which to measure performance; reward them for their contributions to the development of the Company’s business; and align the executives’ compensation and incentives with the Company’s performance and the interests of our shareholders. The Compensation Committee also endeavors, while compensating our Named Executive Officers for their performance, to structure the Company’s compensation programs so as to not encourage unnecessary or excessive risk-taking. The Compensation Committee believes that crafting incentives so as to not encourage unnecessary or excessive risk taking is especially important in the homeowners’ insurance industry in the Company’s home state of Florida.
The Compensation Committee is committed to ensuring our compensation programs are strongly aligned with the Company’s long-term business strategy. The Committee seeks to continuously and rigorously evaluate its compensation plans to reflect strong governance practices and shareholder feedback, as reflected in the table below:
|
| |
| What We Do | What We Do Not Do |
üEstablish long-term performance-based criteria for the sumequity awards to our Chief Executive Officer, which for 2018 constituted 50%, and for 2019 will constitute 40%, of losseshis total incentive award. | x No change-in-control excise tax gross-ups. |
üEnforce a clawback policy that allows for the recovery of previously paid incentive compensation in the event of a restatement of our financial statements. | x No tax gross-ups on perquisites. |
üMaintain rigorous stock ownership and loss adjustment expensesretention guidelines for our executive officers and all operating expenses less interest expense divided by net premiumsdirectors. | x No excessive perquisites. |
üExecute a robust shareholder outreach program to solicit investor feedback on compensation plan design and disclosure and which we will continue in connection with this Annual Meeting. | x No hedging or pledging of the Company’s common stock. |
üRequire a “double trigger” for the payment of change-in-control payments to our Named Executive Officers, meaning that payments will not be triggered without a qualifying termination following a change in control, and to provide that any such change in control payment would be based on the average of the preceding three years’ actual bonuses earned. | x No option repricing or repurchases of underwater options without shareholder approval. |
The Company’s 2018 Performance
The Company’s financial results for 2018 reflect the impact of multiple severe weather events in Florida and the other states in which we operate, including Hurricanes Michael and Florence. Our 2018 earnings also reflected continued, but diminishing, headwinds from the Company’s non-core operations, automobile and commercial general liability, from which the Company is continuing to exit. The Company took action to improve its underwriting profitability during 2017 and 2018 that significantly improved results within our core operations, homeowners insurance, and believes it is well positioned for continued earnings growth and increased shareholder value in 2019 and beyond. The significant accomplishments during 2018 include:
Total revenue in our homeowners line of business increased 13.4% to $364.8 million, driving consolidated total revenue growth of 1.1%, despite the substantial reduction in revenue from the non-core lines of business we are exiting.
Net income attributable to the Company’s shareholders grew to $14.9 million, up 86.9% over the prior year.
Book value per share, excluding non-controlling interest, grew to 6% to $17.13 from $16.16 in 2017, overcoming the substantial adverse impact of Hurricane Michael.
We maintained the Company’s dividend at $0.08 per quarter, returning almost $4.2 million to shareholders based on dividends paid during the year.
Through rigorous focus on exposure management and underwriting, the Company reduced the cost of its catastrophe reinsurance program by approximately $30 million for the 2018-2019 treaty year.
The Company continued its expansion outside of Florida. Collectively, gross written premium in Alabama, Louisiana, South Carolina and Texas increased by 48.1% in 2018 to over $81 million.
We reduced our total staffing by over 100 positions during 2018, as we continue to maximize operational initiatives, representing annualized savings of approximately $6 million.
Lastly, the Company completed a thorough due diligence and negotiation process culminating in our recent announcement of the pending acquisition of the insurance operations of 1347 Property Insurance Holdings, Inc. This pending transaction will further diversify the Company’s premium base, adds organic non-Florida agent distribution, and increases our scale, and is expected to be meaningfully accretive to 2019 earnings.
Results of Our Evaluations
The following table summarizes the Compensation Committee’s 2018 compensation decisions for our resultsNamed Executive Officers, consistent with how the Compensation Committee views total compensation. The information regarding performance-based compensation is presented both in terms of operations by line“Target” compensation and the actual achievement thereof. See the footnotes to the table for further information. The Compensation Committee reached these compensation decisions based on its evaluation of businessperformance relative to the incentive criteria established at the beginning of 2018 as described below, and taking into account actual progress made toward important Company initiatives. For comparative purposes, the table also presents 2017 and 2016 compensation decisions for our Named Executive Officers. While the table below summarizes how the Compensation Committee views compensation, it is not a substitute for the periods presented. Although we conduct our operations under a single reportable segment, we have provided linetables and disclosures required by the SEC’s rules, which begin on page 32. Further detail on how individual pay decisions were made and descriptions of business information as we believe it is useful to our shareholders and the investing public. “Homeowners” lineelements of business consists of our homeowners and fire property and casualty insurance business. “Automobile” line of business consists of our nonstandard personal automobile insurance business. “Other” line of business primarily consists of our commercial general liability and federal flood businesses, along with corporate and investment operations.compensation can be found following this table.
Table of Contents |
| | | | | | | | | | | | | | | | | | | | | | |
Name and
Principal
Position
| Year
| Base Salary Rate
| Annual
Incentive and
Other Cash
Awards | Long-Term
Incentive and
Other Share-Based
Awards | Total
Compensation |
| Target | Actual | Target | Actual-to-Date | Target | Actual-to-Date |
Michael H. Braun
Chief Executive Officer and
President (1) | 2018 |
| $1,000,000 |
|
| $875,000 |
|
| $534,167 |
|
| $875,000 |
|
| $0 |
|
| $2,750,000 |
|
| $1,534,167 |
|
| 2017 |
| $1,000,000 |
|
| $875,000 |
|
| $698,333 |
|
| $875,000 |
|
| $0 |
|
| $2,750,000 |
|
| $1,698,333 |
|
| 2016 |
| $1,000,000 |
| -- |
| -- |
| -- |
| -- |
|
| $1,000,000 |
|
| $1,000,000 |
|
Ronald A. Jordan
Chief Financial Officer (2) | 2018 |
| $290,000 |
|
| $108,750 |
|
| $100,000 |
|
| $108,750 |
|
| $100,000 |
|
| $613,896 |
|
| $490,000 |
|
| 2017 |
| $275,000 |
| -- |
|
| $100,000 |
| -- |
|
| $151,500 |
|
| $275,000 |
|
| $526,500 |
|
| 2016 | -- |
| -- |
| -- |
| -- |
| -- |
| -- |
| -- |
|
| |
| (1) | The 2018 annual incentive award was paid in 2019 for short-term performance goals met in 2018 and included a discretionary component. The 2018 long-term incentive award of 53,713 shares of restricted stock (at Target payout level) was granted in 2018 for performance-based goals to be met over a three-year period from 2018 to 2020. Such goals were not met in 2018, resulting in the forfeiture of 11,936 shares (or $194,000 based on the grant date share price), thus far, from this grant. The 2017 annual incentive award was paid in 2018 for 2017 short-term performance goals met in 2017. The 2017 long-term incentive award of 47,971 shares of restricted stock (at Target payout level) was granted in 2017 for performance-based goals to be met over a three-year period from 2017 to 2019. Such goals were not met in 2017 and 2018, resulting in the forfeiture of 21,320 shares (or $389,000 based on the grant date share price), thus far, from this grant. |
| |
| (2) | The 2018 annual incentive award was paid in 2019 for short-term performance goals met in 2018, and included a discretionary component. The 2018 long-term incentive award includes:(1) 6,675 shares of restricted stock was granted in 2018 for performance-based goals to be met over a three-year period from 2018 to 2020. Such goals were not met in 2018, resulting in the forfeiture of 1,482 shares (or $24,000 based on the grant date share price), thus far, from this grant; and (2) 5,546 shares of restricted stock (or $100,000) granted in 2019 that time-vests over a five-year period. Mr. Jordan joined the Company in April 2017 and was not a participant in the 2017 incentive compensation plan. The 2017 cash award was paid in 2018 for Mr. Jordan’s efforts during 2017. Mr. Jordan received a grant of 10,000 shares of restricted stock (or $151,500 based on the grant date share price) and $100,000 for relocation expenses as part of the terms of his employment when he joined the Company. The relocation allowance is not included in this table, as the Compensation Committee deems to be an expense reimbursement rather than compensation. |
Shareholder Outreach and “Say-on-Pay”
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2017 | | 2016 |
| | | Homeowners | | Automobile | | Other | | Consolidated | | Homeowners | | Automobile | | Other | | Consolidated |
| Revenue: | | (Dollars in thousands) |
| Gross premiums written | | $ | 536,755 |
| | $ | 43,505 |
| | $ | 23,157 |
| | $ | 603,417 |
| | $ | 512,737 |
| | $ | 69,479 |
| | $ | 23,269 |
| | $ | 605,485 |
|
| (Increase) decrease in unearned premiums | | (11,231 | ) | | 11,174 |
| | (167 | ) | | (224 | ) | | (28,384 | ) | | (11,167 | ) | | (511 | ) | | (40,062 | ) |
| Gross premiums earned | | 525,524 |
| | 54,679 |
| | 22,990 |
| | 603,193 |
| | 484,353 |
| | 58,312 |
| | 22,758 |
| | 565,423 |
|
| Ceded premiums earned | | (227,269 | ) | | (31,037 | ) | | (11,406 | ) | | (269,712 | ) | | (249,972 | ) | | (44,291 | ) | | (9,791 | ) | | (304,054 | ) |
| Net premiums earned | | 298,255 |
| | 23,642 |
| | 11,584 |
| | 333,481 |
| | 234,381 |
| | 14,021 |
| | 12,967 |
| | 261,369 |
|
| Net investment income | | — |
| | — |
| | 10,254 |
| | 10,254 |
| | — |
| | — |
| | 9,063 |
| | 9,063 |
|
| Net realized investment gains | | — |
| | — |
| | 8,548 |
| | 8,548 |
| | — |
| | — |
| | 3,045 |
| | 3,045 |
|
| Direct written policy fees | | 8,715 |
| | 7,846 |
| | 612 |
| | 17,173 |
| | 7,844 |
| | 8,171 |
| | 604 |
| | 16,619 |
|
| Other income | | 13,662 |
| | 3,277 |
| | 5,267 |
| | 22,206 |
| | 9,106 |
| | 5,479 |
| | 2,844 |
| | 17,429 |
|
| Total revenue | | 320,632 |
| | 34,765 |
| | 36,265 |
| | 391,662 |
| | 251,331 |
| | 27,671 |
| | 28,523 |
| | 307,525 |
|
| | | | | | | | | | | | | | | | | |
| Expenses: | | | | | | | | | | | | | | | | |
| Losses and loss adjustment expenses | | 206,842 |
| | 32,752 |
| | 7,963 |
| | 247,557 |
| | 169,920 |
| | 14,885 |
| | 13,005 |
| | 197,810 |
|
| Commissions and other underwriting expenses | | 97,111 |
| | 12,976 |
| | 4,780 |
| | 114,867 |
| | 73,215 |
| | 12,471 |
| | 4,692 |
| | 90,378 |
|
| General and administrative expenses | | 15,403 |
| | 650 |
| | 3,910 |
| | 19,963 |
| | 13,079 |
| | 600 |
| | 3,507 |
| | 17,186 |
|
| Interest expense | | 348 |
| | — |
| | — |
| | 348 |
| | 348 |
| | — |
| | — |
| | 348 |
|
| Total costs and expenses | | 319,704 |
| | 46,378 |
| | 16,653 |
| | 382,735 |
| | 256,562 |
| | 27,956 |
| | 21,204 |
| | 305,722 |
|
| | | | | | | | | | | | | | | | | |
| Income (loss) before income taxes | | 928 |
| | (11,613 | ) | | 19,612 |
| | 8,927 |
| | (5,231 | ) | | (285 | ) | | 7,319 |
| | 1,803 |
|
| Income taxes | | 360 |
| | (4,481 | ) | | 7,706 |
| | 3,585 |
| | (2,015 | ) | | (111 | ) | | 2,668 |
| | 542 |
|
| Net income (loss) | | 568 |
| | (7,132 | ) | | 11,906 |
| | 5,342 |
| | (3,216 | ) | | (174 | ) | | 4,651 |
| | 1,261 |
|
| Net (loss) income attributable to non-controlling interest | | (2,647 | ) | | — |
| | — |
| | (2,647 | ) | | 246 |
| | — |
| | — |
| | 246 |
|
| Net income (loss) attributable to Federated National Holding Company shareholders | | $ | 3,215 |
| | $ | (7,132 | ) | | $ | 11,906 |
| | $ | 7,989 |
| | $ | (3,462 | ) | | $ | (174 | ) | | $ | 4,651 |
| | $ | 1,015 |
|
| | | | | | | | | | | | | | | | | |
| Ratios to net premiums earned: | | | | | | | | | | | | | | | | |
| Net loss ratio | | 69.4 | % | | 138.5 | % | | 68.7 | % | | 74.2 | % | | 72.5 | % | | 106.2 | % | | 100.3 | % | | 75.7 | % |
| Net expense ratio | | 37.7 | % | |
|
| |
|
| | 40.4 | % | | 36.8 | % | |
|
| |
|
| | 41.2 | % |
| Combined ratio | | 107.1 | % | |
|
| |
|
| | 114.6 | % | | 109.3 | % | |
|
| |
|
| | 116.9 | % |
Revenue
Total revenue increased $84.1 million, or 27.4%,At our advisory shareholder vote on executive compensation in 2018, our say-on-pay proposal received the affirmative vote of 80.7% of the shares voted on the proposal. The 2018 and 2017 say-on-pay votes were a significant improvement over the results of the 2016 vote, and reflecting the Compensation Committee’s meaningful efforts to $391.7 million forseek and receive feedback and guidance from shareholders and others regarding the year ended December 31, 2017, as comparedCompany’s executive compensation plans, and to $307.5 million for the year ended December 31, 2016. The increase in revenue was dueincorporate this feedback into our practices. These efforts are designed to higher gross earned premiumsbetter understand and lower ceded premiums as described below.
Gross Premiums Written
The following table sets forth the gross premiums written for the periods presented:
|
| | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 |
| Gross premiums written: | | (In thousands) |
| Homeowners Florida | | $ | 482,039 |
| | $ | 477,489 |
|
| Homeowners non-Florida | | 54,716 |
| | 35,248 |
|
| Personal automobile | | 43,505 |
| | 69,479 |
|
| Commercial general liability | | 11,048 |
| | 13,256 |
|
| Federal flood | | 12,109 |
| | 10,013 |
|
| Total gross premiums written | | $ | 603,417 |
| | $ | 605,485 |
|
Gross premiums written decreased $2.1 million, or 0.3%,address investor concerns, while continuing to $603.4 million for the year ended December 31, 2017, as compared to $605.5 million for the year ended December 31, 2016. Gross premiums written decreased due to the decline in gross premiums written in Automobile, offset by the growth in gross premiums written in Homeowners, both Florida and non-Florida.
The lower premiums in Automobile was due toevolve our decision to select specific types and amounts of premiums to be underwritten with consideration and focus on profitability. Automobile was not profitable throughout the year 2017 and we announced in December 2017 that we were taking the appropriate steps, including the completion of all required regulatory filings and approvals, to withdraw from Automobile. The increase in gross premiums written in the homeowners non-Florida was due to the expansion of our operations outside of Florida, allowing us to leverage personnel and diversify insurance risk. The increase in homeowners Florida reflects our strategy to grow market sharecompensation practices in a controlled manner with a renewed focus on risk profileway that both meets the Board’s compensation goals and profitability.
Gross Premiums Earned
The following table sets forth the gross premiums earned for the periods presented:
|
| | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 |
| Gross premiums earned: | | (In thousands) |
| Homeowners Florida | | $ | 481,541 |
| | $ | 455,252 |
|
| Homeowners non-Florida | | 43,983 |
| | 29,101 |
|
| Personal automobile | | 54,679 |
| | 58,312 |
|
| Commercial general liability | | 12,216 |
| | 13,675 |
|
| Federal flood | | 10,774 |
| | 9,083 |
|
| Total gross premiums earned | | $ | 603,193 |
| | $ | 565,423 |
|
Gross premiums earned increased $37.8 million, or 6.7%, to $603.2 million for the year ended December 31, 2017, as compared to $565.4 million for the year ended December 31, 2016. Gross premiums earned increased due to higher premiums written in homeowners non-Florida and homeowners Florida over the past twelve to eighteen months, which resulted in higher earned premiums as the premiums written has earned in.
Ceded Premiums Earned
Ceded premiums earned decreased $34.3 million, or 11.3%, to $269.7 million for the year ended December 31, 2017, as compared to $304.1 million for the year ended December 31, 2016. The decrease in ceded premiums earned was driven by the expiration of the 30% and 10% Florida-only property quota share treaties, which ended on July 1, 2016 and 2017, respectively. The effect of these expirations was partially offset by the new 10% Florida-only property quota share treaty, which became effective on July 1, 2017.
Net Investment Income
Net investment income increased $1.2 million, or 13.1%, to $10.3 million for the year ended December 31, 2017, as compared to $9.1 million for the year ended December 31, 2016. The increase in net investment income was primarily due to the growth inbenefits our fixed income portfolio including a re-allocation of $30 million of equity investments into fixed income securities. The increase was also due to the improvement in the yield on our fixed income portfolio as a result of portfolio repositioning during the first quarter of 2017, particularly the sale of tax-free municipal bonds, the proceeds of which were reinvested in taxable municipal and corporate fixed income securities with higher coupon rates. A portion of the increase in net investment income will be offset by higher federal income taxes, given that a lower percentage of our investment income originates from tax-free securities.
Net Realized Investment Gains
Net realized investment gains increased $5.5 million, to $8.5 million for the year ended December 31, 2017, as compared to $3.0 million for the year ended December 31, 2016. This increase was driven by our decision to re-deploy approximately $30.6 million of equity securities into fixed-income securities during the year in order to reduce our exposure to the equity markets, which generated realized gains of $5.6 million. Additionally, during the first half of 2017, we redistributed a portion of our equity portfolio between our investment managers, which yielded $2.8 million of realized gains.
Direct Written Policy Fees
Direct written policy fees increased by $0.6 million, or 3.3%, to $17.2 million for the year ended December 31, 2017, as compared to $16.6 million for the year ended December 31, 2016. The increase in direct written policy fees is correlated to the increase in gross premiums earned in Homeowners, offset by the decrease in gross premiums earned in Automobile, as compared to the prior year.
Other Income
Other income increased $4.8 million, or 27.4%, to $22.2 million for the year ended December 31, 2017, as compared to $17.4 million for the year ended December 31, 2016. Other income included the following for the periods presented:shareholders.
|
| | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | % Change | | 2016 |
| | | (Dollars in thousands) |
| Other income: | | | | | | |
| Commission income | | $ | 6,227 |
| | (19.4 | )% | | $ | 7,730 |
|
| Brokerage revenue | | 11,781 |
| | 61.0 | % | | 7,316 |
|
| Partnership income | | 1,973 |
| | 722.1 | % | | 240 |
|
| Financing revenue | | 2,225 |
| | 3.8 | % | | 2,143 |
|
| Total other income | | $ | 22,206 |
| | 27.4 | % | | $ | 17,429 |
|
The increase in other incomeA proactive approach to shareholder communication continues to be part of our ongoing process. Our outreach process for 2018 was due to the improvement in brokerage revenue and partnership income, partially offsetled by the decline in commission income. The improvement in brokerage revenue was due to the increase in the amountChairman of our homeowners reinsurance placed, the type of reinsurance purchasedCompensation Committee, Richard W. Wilcox Jr., who participated in all discussions with investors. Other participants in our outreach process included our Corporate Secretary and, the commissions paidas necessary or appropriate, outside counsel, and MacKenzie Partners, our proxy solicitation firm. The Compensation Committee was given regular updates on investor feedback during these reinsurance agreements for the year ended December 31, 2017, as compared to the year ended December 31, 2016. The improvement in partnership income from our 33% investment in SECCC, was driven by the increased claims adjustment services provided by SECCC to its customers, primarily related to Hurricanes Irma and Harvey for the year ended December 31, 2017, as compared to the prior year. The decline in commission income was primarily due to the lower premiums in Automobile for the year ended December 31, 2017, as compared to the year ended December 31, 2016.
Expenses
Losses and Loss Adjustment Expenses
Losses and LAE increased $49.7 million, or 25.1%, to $247.6 million for the year ended December 31, 2017, as compared to $197.8 million for the year ended December 31, 2016. Year over year premium volume growth from Homeowners primarily drove approximately $23.0 million of the increase. During 2017, we experienced losses, net of reinsurance from catastrophe claims of $30.4 million, of which $21.4 million related to Hurricane Irma and $14.6 million related to Hurricane Harvey and other severe weather events in the states of Florida, Louisiana and Texas in Homeowners and Automobile; offset by $5.6 million of income for catastrophe claims handling, which is a reduction to net losses. We experienced adverse development, net of reinsurance, of $13.9 million, primarily in Automobile and Homeowners. The adverse development for Automobile of approximately $8.0 million was primarily driven by adjustments to cession percentages. Homeowners’ adverse development of approximately $8.0 million was driven by the continued impact of AOB and related ligation costs. Unallocated loss adjustment expense also increased by $6.5 million for the year ended December 31, 2017, as compared to the year ended December 31, 2016. Approximately $15.0 million of the period over period increase stems from lower ceded losses for the year ended December 31, 2017, from the combination of the expiration of the retrospectively-rated 10% Florida-only property quota share treaty and the new 10% Florida-only property quota share treaty. These increased losses were offset by 2016 activity related to $33.3 million of catastrophe claims from Hurricane Matthew and other severe events and $11.0 million of adverse development.
Commissions and Other Underwriting Expenses
The following table sets forth the commissions and other underwriting expenses for the periods presented:
|
| | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 |
| Commissions and other underwriting expenses: | | (In thousands) |
| Homeowners Florida | | $ | 57,151 |
| | $ | 55,370 |
|
| All others | | 32,105 |
| | 28,720 |
|
| Ceded commissions | | (19,199 | ) | | (36,445 | ) |
| Total commissions and other fees | | 70,057 |
| | 47,645 |
|
| Salaries and wages | | 14,521 |
| | 13,748 |
|
| Other underwriting expenses | | 30,289 |
| | 28,985 |
|
| Total commissions and other underwriting expenses | | $ | 114,867 |
| | $ | 90,378 |
|
Commissions and other underwriting expenses increased $24.5 million, or 27.1%, to $114.9 million for the year ended December 31, 2017, as compared to $90.4 million for the year ended December 31, 2016. The increase was due primarily to a reduction in ceding commissions as a result of the termination of our 30% Florida-only property quota share treaty on July 1, 2016. The remaining increase is due to higher gross premiums earned in Homeowners, as discussed above.
General and Administrative Expenses
General and administrative expenses increased $2.8 million, or 16.2%, to $20.0 million for the year ended December 31, 2017, as compared to $17.2 million for the year ended December 31, 2016. The increase in general and administrative expenses was primarily due to higher legal and professional fees, including audit, tax and actuarial fees.
Interest Expense
Interest expense was unchanged at $0.3 million for the years ended December 31, 2017 and 2016. In late December 2017, the Company issued $45.0 million of senior notes. Refer to Note 7. Long-Term Debt, in the Notes to Consolidated Financial Statements set forth in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report, for further information regarding the senior notes. As a result, interest expense will increase substantially in 2018 to approximately $4.0 million, based on the level of three-month LIBOR as of December 31, 2017.
Income Taxes
Income taxes increased $3.0 million, or 561.4%, to $3.6 million for the year ended December 31, 2017, as compared to $0.5 million for the year ended December 31, 2016. The increase in income taxes was primarily due to an increase in taxable income. The revaluation of our net deferred tax asset as during the fourth quarter of 2017 pursuant to Tax Act added $0.3 million of expense to our 2017 tax provision. Due to the decrease in the federal corporate tax rate from 35% to 21%, effective January 1, 2018, we expect our effective tax to decline approximately 14 points in 2018, which will benefit our earnings in the coming year. Refer to Note 8. Income Taxes, in the Notes to Consolidated Financial Statements set forth in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report, for additional information on federal income tax reform.
Operating Results OverviewExtent of Outreach. — Year Ended December 31, 2016 ComparedDuring the course of our outreach during 2018, we contacted all of the Company’s top 30 shareholders, representing approximately 62% of our outstanding common stock, which followed similarly extensive outreach efforts during 2017. We received responses from and engaged in dialogue with seven of these shareholders, each of which owned at least 0.3% of our outstanding shares. We will continue this outreach process during the months preceding our 2019 annual meeting. We may also hold discussions with the major proxy advisory firms to Year Ended December 31, 2015learn more about their perspectives, policies and evaluation of our executive compensation program.
The following table sets forth selected results of operations forCompensation Committee carefully considered the periods presented:
|
| | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2016 | | % Change | | 2015 |
| Revenue: | | (Dollars in thousands) |
| Gross premiums written | | $ | 605,485 |
| | 22.6 | % | | $ | 493,770 |
|
| Increase in unearned premiums | | (40,062 | ) | | (34.9 | )% | | (61,537 | ) |
| Gross premiums earned | | 565,423 |
| | 30.8 | % | | 432,233 |
|
| Ceded premiums earned | | (304,054 | ) | | 38.7 | % | | (219,213 | ) |
| Net premiums earned | | 261,369 |
| | 22.7 | % | | 213,020 |
|
| Net investment income | | 9,063 |
| | 25.4 | % | | 7,226 |
|
| Net realized investment gains | | 3,045 |
| | (15.8 | )% | | 3,616 |
|
| Direct written policy fees | | 16,619 |
| | 70.6 | % | | 9,740 |
|
| Other income | | 17,429 |
| | 76.6 | % | | 9,869 |
|
| Total revenue | | 307,525 |
| | 26.3 | % | | 243,471 |
|
| | | | | | | |
| Costs and expenses: | | | | | | |
| Losses and loss adjustment expenses | | 197,810 |
| | 75.5 | % | | 112,710 |
|
| Commissions and other underwriting expenses | | 90,378 |
| | 71.0 | % | | 52,862 |
|
| General and administrative expenses | | 17,186 |
| | 16.9 | % | | 14,698 |
|
| Interest expense | | 348 |
| | 35.9 | % | | 256 |
|
| Total costs and expenses | | 305,722 |
| | 69.4 | % | | 180,526 |
|
| | | | | | | |
| Income before income taxes | | 1,803 |
| | (97.1 | )% | | 62,945 |
|
| Income taxes | | 542 |
| | (97.8 | )% | | 24,089 |
|
| Net income | | 1,261 |
| | (96.8 | )% | | 38,856 |
|
| Net income (loss) attributable to non-controlling interest | | 246 |
| | (155.3 | )% | | (445 | ) |
| Net income attributable to Federated National Holding Company shareholders | | $ | 1,015 |
| | (97.4 | )% | | $ | 39,301 |
|
| | | | | | | |
|
| Ratios to net premiums earned: | | |
| | |
| | |
|
| Net loss ratio | | 75.7 | % | | |
| | 52.9 | % |
| Net expense ratio | | 41.2 | % | | |
| | 31.7 | % |
| Combined ratio | | 116.9 | % | | |
| | 84.6 | % |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2016 | | 2015 |
| | | Homeowners | | Automobile | | Other | | Consolidated | | Homeowners | | Automobile | | Other | | Consolidated |
| Revenue: | | (Dollars in thousands) |
| Gross premiums written | | $ | 512,737 |
| | $ | 69,479 |
| | $ | 23,269 |
| | $ | 605,485 |
| | $ | 449,766 |
| | $ | 21,912 |
| | $ | 22,092 |
| | $ | 493,770 |
|
| Increase in unearned premiums | | (28,384 | ) | | (11,167 | ) | | (511 | ) | | (40,062 | ) | | (52,940 | ) | | (7,804 | ) | | (793 | ) | | (61,537 | ) |
| Gross premiums earned | | 484,353 |
| | 58,312 |
| | 22,758 |
| | 565,423 |
| | 396,826 |
| | 14,108 |
| | 21,299 |
| | 432,233 |
|
| Ceded premiums earned | | (249,972 | ) | | (44,291 | ) | | (9,791 | ) | | (304,054 | ) | | (199,731 | ) | | (11,101 | ) | | (8,381 | ) | | (219,213 | ) |
| Net premiums earned | | 234,381 |
| | 14,021 |
| | 12,967 |
| | 261,369 |
| | 197,095 |
| | 3,007 |
| | 12,918 |
| | 213,020 |
|
| Net investment income | | — |
| | — |
| | 9,063 |
| | 9,063 |
| | — |
| | — |
| | 7,226 |
| | 7,226 |
|
| Net realized investment gains | | — |
| | — |
| | 3,045 |
| | 3,045 |
| | — |
| | — |
| | 3,616 |
| | 3,616 |
|
| Direct written policy fees | | 7,844 |
| | 8,171 |
| | 604 |
| | 16,619 |
| | 7,020 |
| | 2,115 |
| | 605 |
| | 9,740 |
|
| Other income | | 9,106 |
| | 5,479 |
| | 2,844 |
| | 17,429 |
| | 6,567 |
| | 1,657 |
| | 1,645 |
| | 9,869 |
|
| Total revenue | | 251,331 |
| | 27,671 |
| | 28,523 |
| | 307,525 |
| | 210,682 |
| | 6,779 |
| | 26,010 |
| | 243,471 |
|
| | | | | | | | | | | | | | | | | |
| Expenses: | | | | | | | | | | | | | | | | |
| Losses and loss adjustment expenses | | 169,920 |
| | 14,885 |
| | 13,005 |
| | 197,810 |
| | 97,219 |
| | 5,196 |
| | 10,295 |
| | 112,710 |
|
| Commissions and other underwriting expenses | | 73,215 |
| | 12,471 |
| | 4,692 |
| | 90,378 |
| | 46,684 |
| | 1,576 |
| | 4,602 |
| | 52,862 |
|
| General and administrative expenses | | 13,079 |
| | 600 |
| | 3,507 |
| | 17,186 |
| | 11,956 |
| | 100 |
| | 2,642 |
| | 14,698 |
|
| Interest expense | | 348 |
| | — |
| | — |
| | 348 |
| | 256 |
| | — |
| | — |
| | 256 |
|
| Total costs and expenses | | 256,562 |
| | 27,956 |
| | 21,204 |
| | 305,722 |
| | 156,115 |
| | 6,872 |
| | 17,539 |
| | 180,526 |
|
| | | | | | | | | | | | | | | | | |
| Income before income taxes | | (5,231 | ) | | (285 | ) | | 7,319 |
| | 1,803 |
| | 54,567 |
| | (93 | ) | | 8,471 |
| | 62,945 |
|
| Income taxes | | (2,015 | ) | | (111 | ) | | 2,668 |
| | 542 |
| | 21,049 |
| | (36 | ) | | 3,076 |
| | 24,089 |
|
| Net income | | (3,216 | ) | | (174 | ) | | 4,651 |
| | 1,261 |
| | 33,518 |
| | (57 | ) | | 5,395 |
| | 38,856 |
|
| Net income (loss) attributable to non-controlling interest | | 246 |
| | — |
| | — |
| | 246 |
| | (445 | ) | | — |
| | — |
| | (445 | ) |
| Net (loss) income attributable to Federated National Holding Company shareholders | | $ | (3,462 | ) | | $ | (174 | ) | | $ | 4,651 |
| | $ | 1,015 |
| | $ | 33,963 |
| | $ | (57 | ) | | $ | 5,395 |
| | $ | 39,301 |
|
| | | | | | | | | | | | | | | | | |
| Ratios to net premiums earned: | | | | | | | | | | | | | | | | |
| Net loss ratio | | 72.5 | % | | 106.2 | % | | 100.3 | % | | 75.7 | % | | 49.3 | % | | 172.8 | % | | 79.7 | % | | 52.9 | % |
| Net expense ratio | | 36.8 | % | |
|
| |
|
| | 41.2 | % | | 29.8 | % | |
|
| |
| | 31.7 | % |
| Combined ratio | | 109.3 | % | |
|
| |
|
| | 116.9 | % | | 79.1 | % | |
|
| |
| | 84.6 | % |
Revenue
Total revenue forshareholder feedback and guidance it received in 2018 and continued to refine the year ended December 31, 2016 of $307.5 million increased $64.1 million, or 26.3%, compared to revenue of $243.5 million in 2015.
Gross Premiums Written
The following table sets forth the gross premiums written for the periods presented:
|
| | | | | | | | |
| | | Year Ended December 31, |
| | | 2016 | | 2015 |
| Gross premiums written: | | (In thousands) |
| Homeowners Florida | | $ | 477,489 |
| | $ | 427,428 |
|
| Homeowners non-Florida | | 35,248 |
| | 22,338 |
|
| Personal automobile | | 69,479 |
| | 21,912 |
|
| Commercial general liability | | 13,256 |
| | 13,928 |
|
| Federal flood | | 10,013 |
| | 8,164 |
|
| Total gross premiums written | | $ | 605,485 |
| | $ | 493,770 |
|
Gross premiums written increased $111.7 million, or 22.6%, to $605.5 million for the year ended December 31, 2016, as compared to $493.8 million for the same period in 2015. The increase predominantly reflects market share growth in Homeowners and Automobile. Homeowners gross premiums written increased $63.0 million, or 14.0%, to $512.7 million for the year ended December 31, 2016, as compared to $449.8 million in 2015. Gross premiums written for Automobile increased by $47.6 million to $69.5 million in 2016, compared to $21.9 million in 2015. This increase is also reflected in the increase in our Homeowners in-force policy count to 279,109 as of December 31, 2016, as compared to 254,105 as of 2015. These increases reflected management’s strategy in 2016 to grow in Homeowners and Automobile by expanding operations outside of Florida. With the expansion into areas outside of Florida, we were able to continue to leverage our personnel and, at the same time, diversify our insurance risk.
Gross Premiums Earned
The following table sets forth the gross premiums earned for the periods presented:
|
| | | | | | | | |
| | | Year Ended December 31, |
| | | 2016 | | 2015 |
| Gross premiums earned: | | (In thousands) |
| Homeowners Florida | | $ | 455,252 |
| | $ | 381,027 |
|
| Homeowners non-Florida | | 29,101 |
| | 15,799 |
|
| Personal automobile | | 58,312 |
| | 14,108 |
|
| Commercial general liability | | 13,675 |
| | 13,541 |
|
| Federal flood | | 9,083 |
| | 7,758 |
|
| Total gross premiums earned | | $ | 565,423 |
| | $ | 432,233 |
|
Gross premiums earned increased $133.2 million, or 30.8%, to $565.4 million for the year ended December 31, 2016, as compared to $432.2 million for the same period in 2015. Gross premiums earned increased due to higher premiums written in Homeowners, both in non-Florida and Florida, and Automobile over the past twelve to eighteen months, which resulted in higher earned premiums as the premiums written has earned in.
Ceded Premiums Earned
Ceded premiums earned increased by $84.8 million, or 38.7%, to $304.1 million for the year ended December 31, 2016, as compared to $219.2 million in the same twelve-month period last year. This increase is driven by the additional excess-of-loss reinsurance costs recorded in 2016 as compared to 2015 related to Homeowners premium growth. Additionally, we recorded increased ceded premiums related to the premium growth in Automobile in 2016, which is generally ceded at 75% through various quota share agreements. These increases were offset by lower ceded premiums in 2016 as compared to 2015 due to the expiration of the 30% Florida-only property quota share treaty, which ended on July 1, 2016.
Net Investment Income
Net investment income increased $1.8 million, or 25.4%, to $9.1 million for the year ended December 31, 2016, as compared to $7.2 million for the year ended December 31, 2015. The improvement was mainly due to a year-over-year overall growth of our investment portfolio, specifically growth in the fixed income securities. Our debt securities investment yields, net, remained steady year over year at 2.3% for the years ended December 31, 2016 and 2015, respectively.
Net Realized Investment Gains
Net realized investment gains totaled $3.0 million for the year ended December 31, 2016, as compared to $3.6 million for the year ended December 31, 2015. From time to time, our portfolio managers, under our control, move out of positions due to both macro and micro conditions; these movements generate both realized gains and losses. The slight decrease is due to less favorable market conditions for the year ended December 31, 2016, as compared to the year ended December 31, 2015.
Direct Written Policy Fees
Direct written policy fees increased by $6.9 million, or 70.6%, to $16.6 million for the year ended December 31, 2016, as compared to $9.7 million in 2015. The increase in direct written policy fees is correlated to the increase in gross premiums earned in Homeowners and Automobile compared to the prior year.
Other Income
Other income increased $7.6 million, or 76.6%, to $17.4 million for the year ended December 31, 2016, as compared to $9.9 million for the year ended December 31, 2015. Other income included the following for the periods presented:
|
| | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2016 | | % Change | | 2015 |
| | | (Dollars in thousands) |
| Other income: | | | | | | |
| Commission income | | $ | 7,730 |
| | 159.9 | % | | $ | 2,974 |
|
| Brokerage revenue | | 7,316 |
| | 46.6 | % | | 4,989 |
|
| Partnership income (loss) | | 240 |
| | (2,500.0 | )% | | (10 | ) |
| Finance revenue | | 2,143 |
| | 11.8 | % | | 1,916 |
|
| Total other income | | $ | 17,429 |
| | 76.6 | % | | $ | 9,869 |
|
The increase in commission income is primarily a result of the premium growth in Automobile, which increases the fees we receive for managing that business. Additionally, the increase in brokerage revenue is driven by the increase in our homeowners reinsurance program, the type of reinsurance purchased, and the commissions paid on these reinsurance agreements in calendar year 2016 as compared to calendar year 2015.
Expenses
Losses and Loss Adjustment Expenses
Losses and LAE increased $85.1 million, or 75.5%, to $197.8 million for the year ended December 31, 2016, as compared to $112.7 million for the year ended December 31, 2015.
The increase in losses and LAE is driven by $40.0 million of losses due to increased earned premiums in Homeowners and Automobile, $33.3 million incurred in catastrophe losses resulting from a series of tornadoes and severe weather events that impacted the state of Florida and South Carolina (i.e., Hurricane Matthew, Hurricane Hermine, Tropical Storm Colin), and $16.0 million of losses related to increasing the Company’s Florida homeowners attritional loss ratio throughout 2016. Additionally, losses and LAE were impacted by unfavorable development of $11.0 million for the 2015 accident year in our homeowners coverage in the state of Florida as a result of AOB and other related adjusting expenses. The factors listed above were partially offset by ceded losses pertaining to the Florida-only property quota-share treaties.
Commissions and Other Underwriting Expenses
The following table sets forth commissions and other underwriting expenses for the periods presented:
|
| | | | | | | | |
| | | Year Ended December 31, |
| | | 2016 | | 2015 |
| Commissions and other underwriting expenses: | | (In thousands) |
| Homeowners Florida | | $ | 55,370 |
| | $ | 37,799 |
|
| All others | | 28,720 |
| | 15,940 |
|
| Ceded commissions | | (36,445 | ) | | (36,396 | ) |
| Total commissions and other fees | | 47,645 |
| | 17,343 |
|
| Salaries and wages | | 13,748 |
| | 11,864 |
|
| Other underwriting expenses | | 28,985 |
| | 23,655 |
|
| Total commissions and other underwriting expenses | | $ | 90,378 |
| | $ | 52,862 |
|
Commissions and other underwriting expenses increased $37.5 million, or 71.0%, to $90.4 million for the year ended December 31, 2016, as compared to $52.9 million for the year ended December 31, 2015. The increase is related to the premium growth in Homeowners and Automobile, with homeowners non-Florida and Automobile carrying higher acquisition costs as a result of the different distribution models we employ to market our insurance products.
General and Administrative Expenses
General and administrative expenses increased $2.5 million, or 16.9%, to $17.2 million for the year ended December 31, 2016, as compared to $14.7 million for the year ended December 31, 2015. The increase primarily reflects expenses incurred of $1.9 million in connection with the resignation of our former Chief Financial Officer during 2016.
Income Taxes
Income taxes decreased $23.5 million, or 97.8%, to $0.5 million for the year ended December 31, 2016, as compared to $24.1 million for the year ended December 31, 2015. The change was primarily due to a decrease in taxable income.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of funds are net premiums, fee income, commission income and investment income. Our primary uses of funds are the payment of claims and operating expenses. As of December 31, 2017, we had $86.2 million in cash and cash equivalents and $444.0 million in investments. As of December 31, 2016, we had $74.6 million in cash and cash equivalents and $409.7 million in investments. Total shareholders’ equity decreased $7.0 million, to $227.5 million as of December 31, 2017, as compared to $234.5 million as of December 31, 2016, driven by $10.6 million of share repurchases and $4.3 million of dividends declared.
Historically, we have met our liquidity requirements primarily through cash generated from operations. In December 2017, we received proceeds of $25.0 million principal amount of Senior Unsecured Floating Rate Notes due 2027 (the “2027 Notes”), pursuant to an indenture dated as of December 28, 2017 (the “Indenture”), as supplemented by a supplemental indenture dated as of December 28, 2017.In December 2017, we also received proceeds of$20.0 million of Senior Unsecured Fixed Rate Notes due 2022 (the “2022 Notes”), pursuant to the Indenture, as supplemented by a supplemental indenture dated as of December 29, 2017. A portion of the proceeds from the 2027 Notes and 2022 Notes was used on February 28, 2018 to infuse capital into FNIC. Refer to Note 17. Subsequent Events, in the Notes to Consolidated Financial Statements set forth set forth in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report, for additional information regarding the capital infusion. The remaining proceeds are available to repurchase shares of our common stock, and for general corporate purposes, including managing the capital needs of our subsidiaries.
Among other things, the Indenture limits the Company's ability to incur additional debt without the approval of the existing noteholders. The supplemental indentures limit the Company's debt to equity ratio to 35%. The Company's actual debt to equity ratio at December 31, 2017 was approximately 22%.
Statutory Capital and Surplus of our Insurance Subsidiaries
As described more fully in Part I, Item 1. Business, Regulation of this Annual Report, our insurance operations are subject to the laws and regulations of the states in which we operate. The Florida OIR and their regulatory counterparts in other states utilize the NAIC RBC requirements, and the resulting RBC ratio, as a key metric in the exercise of their regulatory oversight. The RBC ratio is a measure of the sufficiency of an insurer’s statutory capital and surplus. In addition, the RBC ratio is used by insurance industry ratings services in the determination of the financial strength ratings (i.e. claims paying ability) they assign to insurance companies. At December 31, 2017, FNIC’s statutory surplus was $162.2 million and its RBC ratio was 301.9%.
Based upon the 2017 and 2016 statutory financial statements for FNIC and MNIC, statutory surplus exceeded the regulatory action levels established by the NAIC’s RBC requirements.
Based on RBC requirements, the extent of regulatory intervention and action increases as the ratio of an insurer’s statutory surplus to its ACL, as calculated under the NAIC’s requirements, decreases. The first action level, the Company Action Level, requires an insurer to submit a plan of corrective actions to the insurance regulators if statutory surplus falls below 200.0% of the ACL amount. The second action level, the Regulatory Action Level, requires an insurer to submit a plan containing corrective actions and permits the insurance regulators to perform an examination or other analysis and issue a corrective order if statutory surplus falls below 150.0% of the ACL amount. The third action level, ACL, allows the regulators to rehabilitate or liquidate an insurer in addition to the aforementioned actions if statutory surplus falls below the ACL amount. The fourth action level is the Mandatory Control Level, which requires the regulators to rehabilitate or liquidate the insurer if statutory surplus falls below 70.0% of the ACL amount. FNIC’s ratio of statutory surplus to its ACL was 301.9% and 307.5% as of December 31, 2017 and 2016, respectively. MNIC’s ratio of statutory surplus to its ACL was 1,070.1% and 2,419.8% as of December 31, 2017 and 2016, respectively.
Cash Flows Discussion
We believe that existing cash and investment balances, when combined with anticipated cash flows and the proceeds of our debt offering as described above, will be adequate to meet our expected liquidity needs in both the short-term and the reasonably foreseeable future. We believe the combined balances will be sufficient to meet our ongoing operating requirements and anticipated cash needs, and satisfy debt requirements. Future growth strategies may require additional external financing and we may from time to time seek to obtain external financing. We cannot assure that additional sources of financing will be available to us on favorable terms, or at all, or that any such financing would not negatively impact our results of operations. We expect to continue declaring and paying dividends at comparable levels, subjectpositive changes to our future liquidity needs and reserve requirements.
Subject to our compliance with capital requirements as described above, we may consider various opportunities to deploy our capital, including repurchases of our common stock if such repurchases represent a more favorable use of available capital.
Operating Activities
Net cash provided by operating activities was $13.1 million for the year ended December 31, 2017, as compared to $69.8 million for the year ended December 31, 2016. The change was primarily due to the decline in unearned premiums, reinsurance recoverable, net and reinsurance payable for the year ended December 31, 2017, as compared to prior year. The change was offset by an increase in premiums receivable, income taxes receivable, loss and LAE reserves and deferred acquisition costs for the year ended December 31, 2017, as compared to the prior year.
Net cash provided by operating activities of $69.8 million for the year ended December 31, 2016, as compared to net cash provided by operating activities of $52.9 million for the year ended December 31, 2015. The change was primarily due to the decrease in the prepaid reinsurance premium account and increase loss and LAE reserves for the year ended December 31, 2016, partly offset by decreases in reinsurance recoverables, unearned premiums, and deferred acquisition costs, as compared to the prior year.
Investing Activities
Net cash used in investing activities was $31.7 million for the year ended December 31, 2017, as compared to $33.2 million for the year ended December 31, 2016, representing net growth in our investment portfolio each year. The change was due to the higher purchases of debt and equity investment securities of $375.5 million for the year ended December 31, 2017, as compared to $342.1 million the year ended December 31, 2016, and the lower proceeds from sales of debt and equity investment securities of $306.7 million for the year ended December 31, 2017, as compared to $311.1 million for the prior year. The changes were offset by the maturities and redemptions of debt securities of $38.0 million for the year ended December 31, 2017, as compared to $81.8 million for the year ended December 31, 2016.
Net cash used in investing activities was $33.2 million for the year ended December 31, 2016, as compared to net cash used in investing activities of $63.6 million for the year ended December 31, 2015. The change was due to the decline in the net purchases of investment securities for the year ended December 31, 2016, as compared to prior year.
Financing Activities
Net cash from financing activities was net cash provided by financing activities of $30.2 million for the year ended December 31, 2017, as compared to net cash used of $15.0 million for the year ended December 31, 2016. The change was due to the proceeds from borrowings of notes payable in December 2017 of $45.0 million for the year ended December 31, 2017, as compared to the absence of any proceeds from borrowing in the prior year. The change was slightly offset by the lower repurchases of our common stock of $10.6 million for the year ended December 31, 2017, as compared to the common stock repurchases of $11.3 million for the year ended December 31, 2016, and the lower amount of dividends paid of $4.3 million for the year ended December 31, 2017, as compared to $4.7 million paid during the prior year.
Net cash provided by financing activities was $21.6 million for the year ended December 31, 2016, as compared to net cash provided of $12.9 million for the year ended December 31, 2015. The change was primarily due to proceeds from non-controlling interest equity investment of $18.7 million and the issuance of debt in our consolidated VIE of $5.0 million during the year ended December 31, 2015. The change was also due to the common stock repurchases and dividends paid during the year ended December 31, 2016, as compared to the prior year.
Impact of Inflation and Changing Prices
The consolidated financial statements and related data presented herein have been prepared in accordance with GAAP, which requires the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. Our primary assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or with the same magnitude as the inflationary effect on the cost of paying loss and LAE.
Insurance premiums are established before we know the amount of loss and LAE and the extent to which inflation may affect such expenses. Consequently, we attempt to anticipate the future impact of inflation when establishing rate levels. While we attempt to charge adequate premiums, we may be limited in raising premium levels for competitive and regulatory reasons. Inflation may also affect the market value of our investment portfolio and the investment rate of return. Any future economic changes that result in prolonged and increasing levels of inflation could cause increases in the dollar amount of incurred loss and LAE and thereby materially adversely affect future liability requirements.
CONTRACTUAL OBLIGATIONS
The table sets forth a summary of long-term contractual obligations as of December 31, 2017, and includes amounts that represent estimates of gross undiscounted amounts payable over time, as follows:
|
| | | | | | | | | | | | | | | | | | | | |
| | | Payments Due By Period |
| | | | | Less | | | | | | More |
| | | | | than | | 1 - 3 | | 3 - 5 | | than |
| | | Total | | 1 Year | | Years | | Years | | 5 Years |
| | | (In thousands) |
| Loss and loss adjustment expense reserves (1) | | $ | 230,515 |
| | $ | 136,004 |
| | $ | 80,680 |
| | $ | 11,526 |
| | $ | 2,305 |
|
| Long-term debt (2) | | 50,000 |
| | — |
| | 5,000 |
| | 20,000 |
| | 25,000 |
|
| Interest payments on long-term debt (3) | | 27,685 |
| | 4,202 |
| | 12,549 |
| | 8,225 |
| | 2,709 |
|
| Operating leases | | 12,760 |
| | 780 |
| | 4,464 |
| | 2,640 |
| | 4,876 |
|
| Total long-term contractual obligations | | $ | 320,960 |
| | $ | 140,986 |
| | $ | 102,693 |
| | $ | 42,391 |
| | $ | 34,890 |
|
(1) Loss and loss adjustment expense reserves do not have contractual maturity dates; however, based on historical payment patterns, the amount presented is our estimate of the expected timing of these payments. The timing of payments is subject to significant uncertainty. We maintain a portfolio of marketable investments with varying maturities and a substantial amount of cash and cash equivalents intended to provide adequate cash flows for such payments.
(2) Long-term debt payments on notes payable, excludes deferred financing costs.
(3) One of the senior notes has a floating interest rate based on three-month LIBOR. These estimates reflect such rate as of December 31, 2017.
CRITICAL ACCOUNTING POLICIES
We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results may materially differ from those estimates.
We believe our most critical accounting estimates inherent in the preparation of our financial statements are: (i) fair value measurements of our investments; (ii) accounting for investments; (iii) premium and unearned premium calculation; (iv) reinsurance contracts; (v) the amount and recoverability of deferred acquisition costs; (vi) reserve for loss and losses adjustment expenses; and, (vii) income taxes. The accounting estimates that result require the use of assumptions about certain matters that are highly uncertain at the time of estimation. To the extent actual experience differs from the assumptions used, our financial condition, results of operations, and cash flows would be affected.
Fair Value
Fair value is the price that would be received to sell an asset or paid to transfer a liability between market participants in the principal market or in the most advantageous market when no principal market exists. Adjustments to transaction prices or quoted market prices may be required in illiquid or disorderly markets in order to estimate fair value. Alternative valuation techniques may be appropriate under the circumstances to determine the value that would be received to sell an asset or pay to transfer a liability in an orderly transaction. Market participants are assumed to be independent, knowledgeable, able and willing to transact an exchange and not acting under duress. Our nonperformance or credit risk is considered in determining the fair value of liabilities. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized in a current or future market exchange.
Investments
Investments consist of debt and equity securities. Debt securities consist of securities with an initial fixed maturity of more than one year, including corporate bonds, municipal bonds and United States government bonds. Equity securities generally consist of securities that represent ownership interests in an enterprise. We determine the appropriate classification of investments in debt and equity securities at the acquisition date and re-evaluate the classification at each balance sheet date.
Held-to-maturity investments are recorded at the amortized cost, reflecting the ability and intent to hold the securities to maturity. All other securities were classified as available-for-sale and recorded at fair value. Unrealized gains and losses during the year, net of the related tax effect applicable to available-for-sale, are excluded from income and reflected in other comprehensive income, and the cumulative effect is reported as a separate component of shareholders’ equity until realized. If a decline in fair value is deemed to be other-than-temporary, the investment is written down to its fair value and the amount of the write-down is recorded as an OTTI loss on the statement of income. Any portion of such decline related to debt securities that is believed to arise from factors other than credit is recorded as a component of other comprehensive income rather than against income.
Net realized gains and losses on investments are determined in accordance with the specific identification method.
Net investment income consists primarily of interest income from debt securities, cash and cash equivalents, including any premium amortization or discount accretion and dividend income from equity securities; less expenses related to investments.
Premiums and Unearned Premiums
We recognize premiums as revenue on a pro-rata basis over the term of an insurance policy. Assumed reinsurance premiums written and earned are based on reports received from ceding companies for pro-rata treaty contracts and are generally recorded as written based on contract terms for excess-of-loss and quota share contracts. Premiums are earned ratably over the terms of the related coverage.
Unearned premiums and ceded unearned premiums represent the portion of gross premiums written and ceded premiums written, respectively, relating to the unexpired terms of such coverage.
Premium receivable balances are reported net of an allowance for estimated uncollectible premium amounts. Such allowance is based upon an ongoing review of amounts outstanding, length of collection periods, the creditworthiness of the insured and other relevant factors. Amounts deemed to be uncollectible are written off against the allowance.
Reinsurance
Reinsurance is used to mitigate the exposure to losses, manage capacity and protect capital resources. Reinsuring loss exposures does not relieve a ceding entity from its obligations to policyholders and cedants. Reinsurance recoverables (including amounts related to claims incurred but not reported) and ceded unearned premiums are reported as assets. To minimize exposure to losses from a reinsurer’s inability to pay, the financial condition of such reinsurer is evaluated initially upon placement of the reinsurance and periodically thereafter. In addition to considering the financial condition of the reinsurer, the collectability of the reinsurance recoverables is evaluated (and where appropriate, whether an allowance for estimated uncollectible reinsurance recoverables is to be established) based upon a number of other factors. Such factors include the amounts outstanding, length of collection periods, disputes, any collateral or letters of credit held and other relevant factors.
Ceded premiums written are recorded in accordance with applicable terms of the various reinsurance contracts and ceded premiums earned are charged against revenue over the period of the various reinsurance contracts. This also generally applies to reinstatement premiums paid to a reinsurer, which arise when contractually-specified ceded loss triggers have been breached. Ceded commissions reduce commissions, brokerage and other underwriting expenses and ceded losses incurred reduce net loss and LAE incurred over the applicable periods of the various reinsurance contracts with third party reinsurers. If premiums or commissions are subject to adjustment (for example, retrospectively-rated or experience-rated), the estimated ultimate premium or commission is recognized over the period of the contract.
Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured business and consistent with the terms of the underlying reinsurance contract.
Deferred Acquisition Costs
Deferred acquisition costs represent those costs that are incremental and directly related to the successful acquisition of new or renewal of existing insurance contracts. We defer incremental costs that result directly from, and are essential to, the acquisition or renewal of an insurance contract. Such deferred acquisition costs generally include agent or broker commissions, referral fees, premium taxes, medical and inspection fees that would not have been incurred if the insurance contract had not been acquired or renewed. Each cost is analyzed to assess whether it is fully deferrable.
We also defer a portion of the employee totalexecutive compensation and payroll-related fringe benefits directly related to time spent performing specific acquisition or renewal activities, including costs associated with the time spent on underwriting, policy issuance and processing, and sales force contract selling.
The acquisition costs are deferred and amortized over the period in which the related premiums written are earned, generally 12 months. It is grouped consistent with the manner in which the insurance contracts are acquired, serviced and measured for profitability and is reviewed for recoverability based on the profitability of the underlying insurance contracts. Investment income is anticipated in assessing the recoverability of deferred acquisition costs. We assess the recoverability of deferred acquisition costs on an annual basis or more frequently if circumstances indicate impairment may have occurred.
Losses and Loss Adjustment Expenses
Overview
The estimation of the liability for unpaid loss and LAE is inherently difficult and subjective, especially in view of changing legal and economic environments that impact the development of loss reserves, and therefore, quantitative techniques frequently have to be supplemented by subjective considerations and managerial judgment. In addition, trends that have affected development of liabilities in the past may not necessarily occur or affect liability development to the same degree in the future.
Each of our insurance companies establishes reserves on its balance sheet for unpaid loss and LAE related to its property and casualty insurance and related reinsurance contracts. As of any balance sheet date, there are claims that have not yet been reported, and some claims may not be reported for many years after the date a loss occurs. As a result of this historical pattern, the liability for unpaid loss and LAE includes significant estimates for IBNR claims. Additionally, reported claims are in various stages of the settlement process. Each claim is settled individually based upon its merits, and certain claims may take years to settle, especially if legal action is involved. As a result, the liabilities for unpaid loss and LAE include significant judgments, assumptions and estimates made by management relating to the actual ultimate losses that will arise from the claims. Due to the inherent uncertainties in the process of establishing these liabilities, the actual ultimate loss from a claim is likely to differ, perhaps materially, from the liability initially recorded.
The time period between the occurrence of a loss and the time it is settled is referred to as the “claim tail.” In general, actuarial judgments for shorter-tailed lines of business generally have much less of an effect on the determination of the loss reserve amount than when those same judgments are made regarding longer-tailed lines of business. Reported losses for the shorter-tailed classes, such as property and certain marine, aviation and energy classes, generally reach the ultimate level of incurred losses in a relatively short period of time. Rather than having to rely on actuarial assumptions for many accident years, these assumptions are generally only relevant for the more recent accident years.
The process of recording quarterly and annual liabilities for unpaid loss and LAE for short-tail lines is primarily focused on maintaining an appropriate reserve level for reported claims and IBNR. Specifically, we assess the reserve adequacy of IBNR in light of such factors as the current levels of reserves for reported claims and expectations with respect to reporting lags, catastrophe events, historical data, legal developments, and economic conditions, including the effects of inflation.
Standard actuarial methodologies employed to estimate ultimate losses incorporate the inherent lag from the time claims occur to when they are reported to an insurer and, if applicable, to when an insurer reports the claims to a reinsurer. Certain actuarial methodologies may be more appropriate than others in instances where this lag may not be consistent from period to period. Consequently, additional actuarial judgment is employed in the selection of methodologies to best incorporate the potential impact of this situation.
Our insurance companies provide coverage on both a claims-made and occurrence basis. Claims-made policies generally require that claims occur and be reported during the coverage period of the policy. Occurrence policies allow claims which occur during a policy’s coverage period to be reported after the coverage period, and as a result, these claims can have a very long claim tail, occasionally extending for decades. Casualty claims can have a very long claim tail, in certain situations extending for many years. In addition, casualty claims are more susceptible to litigation and the legal environment and can be significantly affected by changing contract interpretations, all of which contribute to extending the claim tail. For long-tail casualty lines of business, estimating the ultimate liabilities for unpaid loss and LAE is a more complex process and depends on a number of factors, including the line and volume of the business involved. For these reasons, our insurance companies will generally use actuarial projections in setting reserves for all casualty lines of business.
In conformity with GAAP, our insurance companies are not permitted to establish reserves for catastrophe losses that have not occurred. Therefore, losses related to a significant catastrophe, or accumulation of catastrophes, in any reporting period could have a material adverse effect on our results of operations and financial condition during that period.
We believe that the reserves for unpaid loss and LAE established by our insurance companies are adequate as of December 31, 2017; however, additional reserves, which could have a material impact upon our financial condition, results of operations and cash flows, may be necessary in the future.
Methodologies and Assumptions
Our insurance companies use a variety of techniques that employ significant judgments and assumptions to establish the liabilities for unpaid loss and LAE recorded at the balance sheet date. These techniques include detailed statistical analyses of past claims reporting, settlement activity, claims frequency, internal loss experience, changes in pricing or coverages and severity data when sufficient information exists to lend statistical credibility to the analyses. More subjective techniques are used when statistical data is insufficient or unavailable. These liabilities also reflect implicit or explicit assumptions regarding the potential effects of future inflation, judicial decisions, changes in laws and recent trends in such factors, as well as a number of actuarial assumptions that vary across our reinsurance and insurance subsidiaries and across lines of business. This data is analyzed by line of business, coverage, accident year or underwriting year and reinsurance contract type, as appropriate.
Our loss reserve review processes use actuarial methods that vary by operating subsidiary and line of business and produce point estimates for each class of business. The actuarial methods used include the following methods:
Reported Loss Development Method: A reported loss development pattern is calculated based on historical loss development data, and this pattern is then used to project the latest evaluation of cumulative reported losses for each accident year or underwriting year, as appropriate, to ultimate levels;
Paid Development Method: A paid loss development pattern is calculated based on historical paid loss development data, and this pattern is then used to project the latest evaluation of cumulative paid losses for each accident year or underwriting year, as appropriate, to ultimate levels;
Expected Loss Ratio Method: Expected loss ratios are applied to premiums earned, based on historical company experience, or historical insurance industry results when company experience is deemed not to be sufficient; and
Bornhuetter-Ferguson Method: The results from the Expected Loss Ratio Method are essentially blended with either the Reported Loss Development Method or the Paid Development Method.
The primary actuarial assumptions used by insurance companies include the following:
Expected loss ratios represent management’s expectation of losses, in relation to earned premium, at the time business is written, before any actual claims experience has emerged. This expectation is a significant determinant of the estimate of loss reserves for recently written business where there is little paid or incurred loss data to consider. Expected loss ratios are generally derived from historical loss ratios adjusted for the impact of rate changes, loss cost trends and known changes in the type of risks underwritten. For certain longer-tailed reinsurance business that are typically lower frequency, high severity classes, expected loss ratios are often used for the last several accident years or underwriting years, as appropriate.
Rate of loss cost inflation (or deflation) represents management’s expectation of the inflation associated with the costs we may incur in the future to settle claims. Expected loss cost inflation is particularly important for longer-tailed classes.
Reported and paid loss emergence patterns represent management’s expectation of how losses will be reported and ultimately paid in the future based on the historical emergence patterns of reported and paid losses and are derived from past experience of our subsidiaries, modified for current trends. These emergence patterns are used to project current reported or paid loss amounts to their ultimate settlement value.
In the absence of sufficiently credible internally-derived historical information, each of the above actuarial assumptions may also incorporate data from the insurance industries as a whole, or peer companies writing substantially similar coverages. Data from external sources may be used to set expectations, as well as assumptions regarding loss frequency or severity relative to an exposure unit or claim, among other actuarial parameters. Assumptions regarding the application or composition of peer group or industry reserving parameters require substantial judgment.
Loss Frequency and Severity
Loss frequency and severity are measures of loss activity that are considered in determining the key assumptions described above. Loss frequency is a measure of the number of claims per unit of insured exposure, and loss severity is a measure of the average size of claims. Factors affecting loss frequency include the effectiveness of loss controls and safety programs and changes in economic conditions or weather patterns. Factors affecting loss severity include changes in policy limits, retentions, rate of inflation and judicial interpretations. Another factor affecting estimates of loss frequency and severity is the loss reporting lag, which is the period of time between the occurrence of a loss and the date the loss is reported to our insurance companies. The length of the loss reporting lag affects their ability to accurately predict loss frequency (loss frequencies are more predictable for lines with short reporting lags), as well as the amount of reserves needed for IBNR. If the actual level of loss frequency and severity is higher or lower than expected, the ultimate losses will be different than management’s estimates.
Prior Year Development
Our insurance companies continually evaluate the potential for changes, both favorable and unfavorable, in their estimates of their loss and LAE liabilities and use the results of these evaluations to adjust both recorded liabilities and underwriting criteria. With respect to liabilities for unpaid loss and LAE established in prior years, these liabilities are periodically analyzed and their expected ultimate cost adjusted, where necessary, to reflect favorable or unfavorable development in loss experience and new information, including, for certain catastrophe events, revised industry estimates of the magnitude of a catastrophe. Adjustments toprogram previously recorded liabilities for unpaid loss and LAE, both favorable and unfavorable, are reflected in our financial results in the periods in which these adjustments are made and are referred to as prior accident year reserve development. We adjusted our prior year loss and LAE reserve estimates based on current information that differed from previous assumptions made at the time such loss and LAE reserves were previously estimated.
Refer to Note 1. Organization, Consolidation and Basis of Preparation and Note 6. Loss and Loss Adjustment Reserves, in the Notes to Consolidated Financial Statements set forth in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report, for additional information regarding our loss and LAE.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss, capital loss and tax-credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income or expense in the period that includes the enactment date. Such a change occurred in the fourth quarter of 2017. Refer to Note 8. Income Taxes, in the Notes to Consolidated Financial Statements set forth in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report, for additional information regarding our income taxes.
Recent Accounting Pronouncements
Refer to Note 2. Summary of Significant Accounting Policies – Recent Accounting Pronouncements, in the Notes to Consolidated Financial Statements set forth in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report, for a discussion of recent accounting pronouncements and their effect, if any, on our company.
Off-Balance Sheet Transactions
For the years ended December 31, 2017 and 2016, we did not have any off balance sheet transactions.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our investment objective is to maximize total rate of return after federal income taxes while maintaining liquidity and minimizing risk. Our current investment policy limits investment in non-investment-grade debt securities (including high-yield bonds), and limits total investments in preferred stock, common stock and mortgage notes receivable. We also comply with applicable laws and regulations that further restrict the type, quality and concentration of our investments. In general, these laws and regulations permit investments, within specified limits and subject to certain qualifications, in federal, state and municipal obligations, corporate bonds, preferred and common equity securities and real estate mortgages.
Our investment policy is established by the Board of Directors’ Investment Committee and is reviewed on a regular basis. Pursuant to this investment policy, as of December 31, 2017, approximately 97% of investments were in debt securities and cash and cash equivalents, which are considered to be either held-to-maturity or available-for-sale, based upon our estimates of required liquidity. Approximately 99% of the debt securities are considered available-for-sale and are marked to market. We may in the future consider additional debt securities to be held-to-maturity and carried at amortized cost. We do not use any swaps, options, futures or forward contracts to hedge or enhance our investment portfolio.
Principal cash flows and the related weighted average interest rate by expected maturity date, based upon par values, for the financial instruments sensitive to changes in interest rates, includes the following:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | Carrying |
| | | 2018 | | 2019 | | 2020 | | 2021 | | 2022 | | Thereafter | | Total | | Amount |
| | | (Dollars in thousands) |
Principal amount by expected maturity: | | | | | | | | | | | | | | | | |
United States government obligations and authorities | | $ | 8,974 |
| | $ | 4,302 |
| | $ | 9,614 |
| | $ | 1,740 |
| | $ | 14,867 |
| | $ | 16,343 |
| | $ | 55,840 |
| | $ | 55,234 |
|
Obligations of states and political subdivisions | | 5,085 |
| | 7,430 |
| | 8,910 |
| | 5,030 |
| | 9,920 |
| | 23,670 |
| | 60,045 |
| | 66,266 |
|
| Corporate securities | | 24,847 |
| | 28,677 |
| | 29,370 |
| | 26,364 |
| | 33,139 |
| | 87,976 |
| | 230,373 |
| | 234,785 |
|
| International securities | | 5,883 |
| | 1,188 |
| | 2,103 |
| | 2,210 |
| | 1,565 |
| | 4,650 |
| | 17,599 |
| | 17,982 |
|
| Collateralized mortgage obligations | | 1,393 |
| | 3,338 |
| | 2,126 |
| | 2,636 |
| | 2,940 |
| | 40,111 |
| | 52,544 |
| | 54,320 |
|
| Total investments | | $ | 46,182 |
| | $ | 44,935 |
| | $ | 52,123 |
| | $ | 37,980 |
| | $ | 62,431 |
| | $ | 172,750 |
| | $ | 416,401 |
| | $ | 428,587 |
|
| | | | | | | | | | | | | | | | | |
Weighted average interest rate by expected maturity: | | | | | | | | | | | | | | | | |
United States government obligations and authorities | | 0.77 | % | | 1.62 | % | | 0.99 | % | | 1.35 | % | | 1.64 | % | | 1.99 | % | | 1.48 | % | | |
Obligations of states and political subdivisions | | 5.00 | % | | 5.11 | % | | 4.49 | % | | 4.90 | % | | 4.12 | % | | 4.85 | % | | 4.72 | % | | |
| Corporate securities | | 3.52 | % | | 3.55 | % | | 3.05 | % | | 3.28 | % | | 3.32 | % | | 3.65 | % | | 3.46 | % | | |
| International securities | | 3.07 | % | | 6.91 | % | | 2.76 | % | | 2.82 | % | | 3.09 | % | | 4.20 | % | | 3.56 | % | | |
| Collateralized mortgage obligations | | 2.57 | % | | 2.96 | % | | 3.86 | % | | 3.39 | % | | 3.21 | % | | 3.66 | % | | 3.56 | % | | |
| Total investments | | 3.06 | % | | 3.67 | % | | 2.94 | % | | 3.39 | % | | 3.04 | % | | 3.68 | % | | 3.39 | % | | |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTSimplemented.
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| What We Heard | |
| PAGE |
| How We Responded |
Report of Independent Registered Public Accounting Firm§The metrics used to determine awards under the short and long-term incentive plans should be different from one another and closely tied to Company performance, and Compensation Committee should minimize discretionary payouts. | 47§Beginning in 2017, the Compensation Committee approved a new formula-based short and long-term incentive plan structure for evaluating our Chief Executive Officer’s performance, with 50% of his incentive award based on annual financial goals that reflect the Company’s financial and operating performance on a year-to-year basis, and 50% based on long-term financial goals that reflect the growth realized by the Company’s shareholders over a more extended horizon. This incentive structure continued in 2018, including further refinement of the annual and long-term metrics, as described below.
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overall profitability.
| 48§For the 2019 incentive compensation plan, we have eliminated the performance-based metric related to increasing in gross revenues. Such action is consistent with our stated focus on increasing our profitability and growing our net income.
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§Awards made under the long-term incentive plan should be granted predominantly in the form of equity, rather than cash.
| 49§Beginning in 2017, a portion of our ChiefExecutive Officer’s awards under the incentive plan were granted 100% in the form of performance-based equity. In 2018, this approach was applied to the Chief Financial Officer’s incentive compensation as well. |
| 50§We have substantially revamped and restructured our Compensation Discussion and Analysis to provide a more detailed and transparent presentation of the alignment between pay and performance. Although the Company does not provide earnings guidance, and accordingly has not disclosed the specific measurement levels for the performance metrics, we have expanded our disclosures to describe how the measurement levels were determined.
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executive employment agreement(s) from a “single- trigger” for the payment of Changes in Shareholders’ Equity For the Years Ended December 31, 2017, 2016 and 2015change of control bonus to a “double-trigger” for payment. | 51§We amended our Chief Executive Officer’s |
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Report of Independent Registered Public Accounting FirmEvaluation Process
The ShareholdersCompensation Committee conducts an annual review of the total compensation of our executive officers, executive compensation, as well as the mix of elements used to compensate our Named Executive Officers. This review is based in part on an analysis of feedback from shareholders and current best practices in executive compensation and in part on a survey of executive compensation paid by various comparable publicly traded property and casualty insurance companies as reported in each company’s proxy statement. In evaluating executive compensation programs of peer companies, the BoardCompensation Committee considers both a group of Directorsdirect peers and a broader group of
Federated National Holding Company peers.
Opinion onFor 2018, our direct peer group encompassed publicly traded companies that compete with us in the Financial StatementsFlorida homeowners’ insurance market, a market with unique performance characteristics and competitive factors:
We have audited
-Heritage Insurance Holdings, Inc. (NYSE: HRTG)
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| - | HCI Group, Inc. (NYSE: HCI) |
| |
| - | United Insurance Holdings Corp. (NASDAQ: UIHC) |
| |
| - | Universal Insurance Holdings, Inc. (NYSE: UVE). |
This direct peer group remains the accompanying consolidated balance sheetssame for 2019.
In addition to the four Florida-based insurance companies listed above, the Company included the following companies in its peer group for comparison purposes for 2018:
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| - | Safety Insurance Group Inc. (NASDAQ: SAFT) |
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| - | Donegal Group Inc. (NASDAQ: DGICA) |
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| - | Greenlight Capital Re Ltd. (NASDAQ: GLRE) |
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| - | Third Point Reinsurance Ltd. (NYSE: TPRE) |
| |
| - | Hallmark Financial Services (NASDAQ: HALL) |
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| - | First Acceptance Corp. (NYSE: FAC) |
| |
| - | Atlas Financial Holdings Inc. (NASDAQ: AFH) |
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| - | EMC Insurance Group Inc. (NASDAQ: EMCI) |
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| - | Baldwin & Lyons (NASDAQ: BWINB) |
| |
| - | Atlantic American Corp. (NASDAQ: AAME) |
These additional peers provide the Compensation Committee with a broader perspective of Federated National Holding Company and subsidiaries (the "Company") as of December 31, 2017 and 2016,compensation practices among relevant insurance companies. The Committee assessed the related consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity and cash flows for eachcompetitiveness of the three yearsCompany’s compensation program in comparison to the entire peer group, as well as the subset of the Company’s direct peers listed above who are the Company’s primary publicly traded competitors in the period ended December 31, 2017, and the related notes and the financial statement schedules listed in the index at Item 15 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.Florida homeowners’ insurance market.
We also consider the industry knowledge and experience of our Committee members to be an important component of our compensation review process. Our Committee members each have audited,substantial management experience in accordance withrunning businesses in the standardsinsurance, financial services and legal services industries, many of the Public Company Accounting Oversight Board (United States) (PCAOB),which have substantial management teams. As a result, their personal experience extends to developing and implementing management compensation and incentive programs, enabling our Committee members to use that experience when reviewing the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework)executive compensation programs and our report dated March 13, 2018 expressed an unqualified opinion thereon.working with MacKenzie Partners to make appropriate updates.
Basis for OpinionElements of Compensation
These financial statements are
The Compensation Committee has been committed to updating the responsibilityCompany’s executive compensation programs to reflect the Company’s growth and the evolution of best practices, and to reflect the feedback received as a result of our outreach to our largest shareholders. In that regard, the Compensation Committee approved in 2016 and 2017 a significant revamp of the Company’s management. Our responsibility is to express an opinion oncompensation practices, in particular the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2015.
Charlotte, North Carolina
March 13, 2018
FEDERATED NATIONAL HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
|
| | | | | | | | |
| | | December 31, |
| | | 2017 | | 2016 |
| | | | | As Adjusted |
| ASSETS | | | | |
| Investments: | | | | |
| Debt securities, available-for-sale, at fair value (amortized cost of $422,300 and $376,644, respectively) | | $ | 423,238 |
| | $ | 374,756 |
|
| Debt securities, held-to-maturity, at amortized cost | | 5,349 |
| | 5,551 |
|
| Equity securities, available-for-sale, at fair value (cost of $14,085 and $24,163, respectively) | | 15,434 |
| | 29,375 |
|
| Total investments (including $26,284 and $28,704 related to the VIE, respectively) | | 444,021 |
| | 409,682 |
|
| | | | | |
| Cash and cash equivalents (including $14,211 and $15,668 related to the VIE, respectively) | | 86,228 |
| | 74,593 |
|
| Prepaid reinsurance premiums | | 135,492 |
| | 156,932 |
|
| Premiums receivable, net of allowance of $70 and $55, respectively (including $1,184 and $1,584 related to the VIE, respectively) | | 46,393 |
| | 54,854 |
|
| Reinsurance recoverable, net | | 124,601 |
| | 47,863 |
|
| Deferred acquisition costs | | 40,893 |
| | 41,892 |
|
| Income taxes receivable | | 9,510 |
| | 13,871 |
|
| Deferred tax assets, net | | 307 |
| | — |
|
| Property and equipment, net | | 4,025 |
| | 4,194 |
|
| Other assets (including $2,322 and $371 related to the VIE, respectively) | | 13,403 |
| | 11,509 |
|
| TOTAL ASSETS | | $ | 904,873 |
| | $ | 815,390 |
|
| | | | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | |
| LIABILITIES: | | | | |
| Loss and loss adjustment expense reserves | | $ | 230,515 |
| | $ | 158,110 |
|
| Unearned premiums | | 294,423 |
| | 294,022 |
|
| Reinsurance payable | | 71,944 |
| | 79,154 |
|
| Long-term debt, net of deferred financing costs of $749 and $91, respectively | | 49,251 |
| | 4,909 |
|
| Deferred revenue | | 6,222 |
| | 6,834 |
|
| Deferred tax liabilities, net | | — |
| | 253 |
|
| Other liabilities | | 25,059 |
| | 37,643 |
|
| Total liabilities | | 677,414 |
| | 580,925 |
|
| SHAREHOLDERS’ EQUITY: | | | | |
| Preferred stock, $0.01 par value: 1,000,000 shares authorized | | — |
| | — |
|
Common stock, $0.01 par value: 25,000,000 shares authorized; 12,988,247 and 13,473,120 shares issued
and outstanding, respectively | | 130 |
| | 134 |
|
| Additional paid-in capital | | 139,728 |
| | 136,779 |
|
| Accumulated other comprehensive income | | 1,770 |
| | 1,941 |
|
| Retained earnings | | 70,009 |
| | 76,884 |
|
| Total shareholders’ equity attributable to Federated National Holding Company shareholders | | 211,637 |
| | 215,738 |
|
| Non-controlling interest | | 15,822 |
| | 18,727 |
|
| Total shareholders’ equity | | 227,459 |
| | 234,465 |
|
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 904,873 |
| | $ | 815,390 |
|
The accompanying notes are an integral part of the consolidated financial statements.
FEDERATED NATIONAL HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| | | | | As Adjusted | | As Adjusted |
| Revenue: | | | | | | |
| Net premiums earned | | $ | 333,481 |
| | $ | 261,369 |
| | $ | 213,020 |
|
| Net investment income | | 10,254 |
| | 9,063 |
| | 7,226 |
|
| Net realized investment gains | | 8,548 |
| | 3,045 |
| | 3,616 |
|
| Direct written policy fees | | 17,173 |
| | 16,619 |
| | 9,740 |
|
| Other income | | 22,206 |
| | 17,429 |
| | 9,869 |
|
| Total revenue | | 391,662 |
| | 307,525 |
| | 243,471 |
|
| | | | | | | |
| Costs and expenses: | | | | | | |
| Losses and loss adjustment expenses | | 247,557 |
| | 197,810 |
| | 112,710 |
|
| Commissions and other underwriting expenses | | 114,867 |
| | 90,378 |
| | 52,862 |
|
| General and administrative expenses | | 19,963 |
| | 17,186 |
| | 14,698 |
|
| Interest expense | | 348 |
| | 348 |
| | 256 |
|
| Total costs and expenses | | 382,735 |
| | 305,722 |
| | 180,526 |
|
| | | | | | | |
| Income before income taxes | | 8,927 |
| | 1,803 |
| | 62,945 |
|
| Income taxes | | 3,585 |
| | 542 |
| | 24,089 |
|
| Net income | | 5,342 |
| | 1,261 |
| | 38,856 |
|
| Net (loss) income attributable to non-controlling interest | | (2,647 | ) | | 246 |
| | (445 | ) |
| Net income attributable to Federated National Holding Company shareholders | | $ | 7,989 |
| | $ | 1,015 |
| | $ | 39,301 |
|
| | | |
| | |
| | |
|
| Net income per share attributable to Federated National Holding Company | | |
| | |
| | |
|
| shareholders: | | |
| | |
| | |
|
| Basic | | $ | 0.61 |
| | $ | 0.07 |
| | $ | 2.86 |
|
| Diluted | | $ | 0.60 |
| | $ | 0.07 |
| | $ | 2.81 |
|
| | | | | | | |
| Weighted average number of shares of common stock outstanding: | | | | | | |
| Basic | | 13,170 |
| | 13,758 |
| | 13,729 |
|
| Diluted | | 13,250 |
| | 13,922 |
| | 13,997 |
|
| | | | | | | |
| Dividends declared per share of common stock | | $ | 0.32 |
| | $ | 0.27 |
| | $ | 0.18 |
|
The accompanying notes are an integral part of the consolidated financial statements.
FEDERATED NATIONAL HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| | | | | As Adjusted | | As Adjusted |
| | | | | | | |
| Net income | | $ | 5,342 |
| | $ | 1,261 |
| | $ | 38,856 |
|
| Change in net unrealized losses on investments, available-for-sale | | (1,037 | ) | | (2,786 | ) | | (6,308 | ) |
| Comprehensive income (loss) before income taxes | | 4,305 |
| | (1,525 | ) | | 32,548 |
|
| | | | | | | |
| Income tax benefit related to items of other comprehensive income (loss) | | 608 |
| | 1,046 |
| | 2,454 |
|
| Comprehensive income (loss) | | 4,913 |
| | (479 | ) | | 35,002 |
|
| | | | | | | |
| Less: Comprehensive (loss) income attributable to non-controlling interest | | (2,905 | ) | | 550 |
| | (566 | ) |
| Comprehensive income (loss) attributable to Federated National Holding | | | | | | |
| Company shareholders | | $ | 7,818 |
| | $ | (1,029 | ) | | $ | 35,568 |
|
The accompanying notes are an integral part of the consolidated financial statements.
FEDERATED NATIONAL HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTSOF CHANGES IN SHAREHOLDERS’ EQUITY
(In thousands, exceptpershare data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Accumulated | | | | Total Shareholders’ | | | | |
| | | | | | | | | | | Other | | | | Equity Attributable to | | | | |
| | | | | Common Stock | | Additional | | Comprehensive | | Retained | | Federated National | | Non- | | Total |
| | | Preferred | | Issued | | | | Paid-in | | Income | | Earnings | | Holding Company | | controlling | | Shareholders’ |
| | | Stock | | Shares | | Amount | | Capital | | (Loss) | | (Deficit) | | Shareholders | | Interest | | Equity |
| Balance as of January 1, 2015 (As adjusted) | | — |
| | 13,632,414 |
| | $ | 136 |
| | $ | 127,302 |
| | $ | 7,718 |
| | $ | 54,405 |
| | $ | 189,561 |
| | — |
| | $ | 189,561 |
|
| Net income (loss) (As adjusted) | | — |
| | — |
| | — |
| | — |
| | — |
| | 39,301 |
| | 39,301 |
| | (445 | ) | | 38,856 |
|
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | (3,733 | ) | | — |
| | (3,733 | ) | | (121 | ) | | (3,854 | ) |
| Non-controlling interest capital contributions | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 18,743 |
| | 18,743 |
|
| Dividends | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,847 | ) | | (1,847 | ) | | — |
| | (1,847 | ) |
| Shares issued under share-based compensation plans | | — |
| | 166,359 |
| | 2 |
| | 169 |
| | — |
| | — |
| | 171 |
| | — |
| | 171 |
|
| Tax benefits from share-based compensation awards | | — |
| | — |
| | — |
| | 1,564 |
| | — |
| | — |
| | 1,564 |
| | — |
| | 1,564 |
|
| Share-based compensation | | — |
| | — |
| | — |
| | 2,963 |
| | — |
| | — |
| | 2,963 |
| | — |
| | 2,963 |
|
| Balance as of December 31, 2015 (As adjusted) | | — |
| | 13,798,773 |
| | 138 |
| | 131,998 |
| | 3,985 |
| | 91,859 |
| | 227,980 |
| | 18,177 |
| | 246,157 |
|
| Net income (As adjusted) | | — |
| | — |
| | — |
| | — |
| | — |
| | 1,015 |
| | 1,015 |
| | 246 |
| | 1,261 |
|
| Other comprehensive (loss) income | | — |
| | — |
| | — |
| | — |
| | (2,044 | ) | | — |
| | (2,044 | ) | | 304 |
| | (1,740 | ) |
| Dividends | | — |
| | — |
| | — |
| | — |
| | — |
| | (4,677 | ) | | (4,677 | ) | | — |
| | (4,677 | ) |
| Shares issued under share-based compensation plans | | — |
| | 299,165 |
| | — |
| | 361 |
| | — |
| | — |
| | 361 |
| | — |
| | 361 |
|
| Tax benefits from share-based compensation awards | | — |
| | — |
| | — |
| | 589 |
| | — |
| | — |
| | 589 |
| | — |
| | 589 |
|
| Repurchases of common stock | | — |
| | (624,818 | ) | | (4 | ) | | — |
| | — |
| | (11,313 | ) | | (11,317 | ) | | — |
| | (11,317 | ) |
| Share-based compensation | | — |
| | — |
| | — |
| | 3,831 |
| | — |
| | — |
| | 3,831 |
| | — |
| | 3,831 |
|
| Balance as of December 31, 2016 (As adjusted) | | — |
| | 13,473,120 |
| | 134 |
| | 136,779 |
| | 1,941 |
| | 76,884 |
| | 215,738 |
| | 18,727 |
| | 234,465 |
|
| Net income (loss) | | — |
| | — |
| | — |
| | — |
| | — |
| | 7,989 |
| | 7,989 |
| | (2,647 | ) | | 5,342 |
|
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | (171 | ) | | — |
| | (171 | ) | | (258 | ) | | (429 | ) |
| Dividends | | — |
| | — |
| | — |
| | — |
| | — |
| | (4,251 | ) | | (4,251 | ) | | — |
| | (4,251 | ) |
| Shares issued under share-based compensation plans | | — |
| | 169,647 |
| | — |
| | 103 |
| | — |
| | — |
| | 103 |
| | — |
| | 103 |
|
| Repurchases of common stock | | — |
| | (654,520 | ) | | (4 | ) | | — |
| | — |
| | (10,613 | ) | | (10,617 | ) | | — |
| | (10,617 | ) |
| Share-based compensation | | — |
| | — |
| | — |
| | 2,846 |
| | — |
| | — |
| | 2,846 |
| | — |
| | 2,846 |
|
| Balance as of December 31, 2017 | | $ | — |
| | 12,988,247 |
| | $ | 130 |
| | $ | 139,728 |
| | $ | 1,770 |
| | $ | 70,009 |
| | $ | 211,637 |
| | $ | 15,822 |
| | $ | 227,459 |
|
The accompanying notes are an integral part of the consolidated financial statements.
FEDERATED NATIONAL HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| | | | | As Adjusted | | As Adjusted |
| Cash flow from operating activities: | | | | | | |
| Net income | | $ | 5,342 |
| | $ | 1,261 |
| | $ | 38,856 |
|
| Adjustments to reconcile net income to net cash provided by | | | | | | |
| operating activities: | | | | | | |
| Net realized investment gains | | (8,548 | ) | | (3,045 | ) | | (3,616 | ) |
| Amortization of investment premium or discount, net | | 3,909 |
| | 5,346 |
| | 5,645 |
|
| Depreciation and amortization | | 1,166 |
| | 869 |
| | 624 |
|
| Share-based compensation | | 2,846 |
| | 4,420 |
| | 4,527 |
|
| Tax impact related to share-based compensation | | (193 | ) | | — |
| | — |
|
| Changes in operating assets and liabilities: | | | | | | |
| Prepaid reinsurance premiums | | 21,440 |
| | 24,908 |
| | (84,875 | ) |
| Premiums receivable, net | | 8,461 |
| | (16,260 | ) | | (11,319 | ) |
| Reinsurance recoverable, net | | (76,738 | ) | | (35,149 | ) | | 2,709 |
|
| Deferred acquisition costs | | 999 |
| | (24,226 | ) | | (3,748 | ) |
| Income taxes receivable, net | | 4,361 |
| | (11,769 | ) | | (2,445 | ) |
| Deferred revenue | | (612 | ) | | 1,074 |
| | 2,220 |
|
| Loss and loss adjustment expense reserves | | 72,405 |
| | 60,404 |
| | 19,119 |
|
| Unearned premiums | | 401 |
| | 40,062 |
| | 61,535 |
|
| Reinsurance payable | | (7,210 | ) | | 18,085 |
| | 18,606 |
|
| Deferred income taxes, net of other comprehensive income | | 235 |
| | (4,716 | ) | | 6,077 |
|
| Other, net | | (15,158 | ) | | 8,486 |
| | (1,024 | ) |
| Net cash provided by operating activities | | 13,106 |
| | 69,750 |
| | 52,891 |
|
| Cash flow from investing activities: | | | | | | |
| Proceeds from sales of debt securities | | 249,584 |
| | 198,676 |
| | 140,101 |
|
| Proceeds from sales of equity securities | | 57,125 |
| | 30,621 |
| | 17,118 |
|
| Maturities and redemptions of debt securities | | 38,038 |
| | 81,812 |
| | 12,760 |
|
| Purchases of debt securities | | (339,667 | ) | | (325,397 | ) | | (213,799 | ) |
| Purchases of equity securities | | (35,811 | ) | | (16,716 | ) | | (18,085 | ) |
| Purchases of property and equipment | | (976 | ) | | (2,147 | ) | | (1,736 | ) |
| Net cash used in investing activities | | (31,707 | ) | | (33,151 | ) | | (63,641 | ) |
| Cash flow from financing activities: | | | | | | |
| Proceeds from issuance of long-term debt | | 45,000 |
| | — |
| | 5,000 |
|
| Non-controlling interest equity investment | | — |
| | — |
| | 18,743 |
|
| Purchases of Federated National Holding Company common stock | | (10,616 | ) | | (11,317 | ) | | — |
|
| Issuance of common stock for share-based awards | | 103 |
| | 361 |
| | 171 |
|
| Tax impact related to share-based compensation | | — |
| | 589 |
| | 1,564 |
|
| Dividends paid | | (4,251 | ) | | (4,677 | ) | | (1,847 | ) |
| Net cash provided by (used in) financing activities | | 30,236 |
| | (15,044 | ) | | 23,631 |
|
| Net increase in cash and cash equivalents | | 11,635 |
| | 21,555 |
| | 12,881 |
|
| Cash and cash equivalents at beginning of period | | 74,593 |
| | 53,038 |
| | 40,157 |
|
| Cash and cash equivalents at end of period | | $ | 86,228 |
| | $ | 74,593 |
| | $ | 53,038 |
|
The accompanying notes are an integral part of the consolidated financial statements.
FEDERATED NATIONAL HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS(CONTINUED)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Supplemental disclosure of cash flow information: | | | | | | |
| Cash (received) paid during the period for: | | | | | | |
| Income taxes | | $ | (354 | ) | | $ | 14,360 |
| | $ | 15,662 |
|
| Non-cash investing and financing activities: | | | | | | |
| Accrued dividends payable | | $ | 1,055 |
| | $ | 1,115 |
| | $ | 712 |
|
The accompanying notes are an integral part of the consolidated financial statements.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017
1. ORGANIZATION, CONSOLIDATION AND BASIS OF PREPARATION
Organization
Federated National Holding Company (“FNHC,” the “Company,” “we,” “us,” or "our") is an insurance holding company that controls substantially all aspects of the insurance underwriting, distribution and claims processes through our subsidiaries and contractual relationships with independent agents and general agents. We, through our wholly owned subsidiaries, are authorized to underwrite, and/or place homeowners multi-peril (“homeowners”), personal automobile, commercial general liability, federal flood and other lines of insurance in Florida and other states. We market, distribute and service our own and third-party insurers’ products and other services through a network of independent and general agents.
Federated National Insurance Company (“FNIC”), one of our wholly owned insurance subsidiaries, is licensed as an admitted carrier, to write specific lines of insurance by the state’s insurance departments, in Florida, Louisiana, Texas, Georgia, South Carolina and Alabama. Monarch National Insurance Company (“MNIC”), our other insurance subsidiary, is licensed as an admitted carrier in Florida. Admitted carriers are bound by rate and form regulations, and are strictly regulated to protect policyholders from a variety of illegal and unethical practices. Admitted carriers are also required to financially contribute to the state guarantee fund used to pay for losses if an insurance carrier becomes insolvent or unable to pay loss amounts due to their policyholders.
Monarch National Insurance Company
The Company organized MNIC to obtain its certificate of authority to write homeowners property and casualty insurance in Florida from the Florida Office of Insurance Regulation (the “Florida OIR”). The Company’s joint venture partners are Crosswinds Investor Monarch LP (“Crosswinds Investor”), a wholly-owned subsidiary of Crosswinds Holdings Inc. (“Crosswinds Holdings”), a private equity firm and asset manager, and Transatlantic Reinsurance Company (“TransRe”), an international property and casualty reinsurance company. The Company and Crosswinds Investor each invested $14.0 million for a 42.4% membership interest in Monarch Delaware Holdings LLC ("Monarch Delaware") (each holding 50.0% of the voting interests in Monarch Delaware). TransRe invested $5.0 million for a 15.2% non-voting membership interest in Monarch Delaware and advanced an additional $5.0 million in debt evidenced by a six-year promissory note bearing an annual interest rate of 6% and payable by Monarch National Holding Company (“Monarch Holding”).
On November 27, 2017, the Company entered into a purchase and sale agreement with Crosswinds Investor and TransRe, whereby the Company agreed to purchase Crosswinds Investor’s 42.4% Class A membership interest and 50.0% voting interest for $12.3 million, and TransRe’s 15.2% non-voting membership interest in Monarch Delaware for $4.4 million.
Also pursuant to the purchase and sale agreement, Crosswinds AUM LLC (“Crosswinds AUM”), a subsidiary of Crosswinds Holdings, will continue to serve as a consultant to FNHC for a quarterly fee of $75,000 through December 31, 2018, and each of a subsidiary of Crosswinds Holdings and TransRe have a right of first refusal through December 31, 2018, to participate in FNIC’s catastrophe excess of loss reinsurance program, at market rates and terms, up to a placement of $10.0 million in reinsurance limit in the aggregate from Crosswinds Holdings and to a placement of $10.0 million in reinsurance limit in excess of its placement on FNIC’s current catastrophe excess of loss reinsurance program from TransRe.
On February 21, 2018, FNIC closed on the transaction contemplated by the purchase and sale agreement with Crosswinds Investor and TransRe. Refer to Note 17. Subsequent Events, in these notes to consolidated financial statements, for additional information regarding the transaction.
Material Distribution Relationships
Ivantage Select Agency, Inc.
The Company is a party to an insurance agency master agreement with Ivantage Select Agency, Inc. (“ISA”), an affiliate of Allstate Insurance Company (“Allstate”), pursuant to which the Company has been authorized by ISA to appoint Allstate agents to offer the Company’s homeowners and commercial general liability insurance products to consumers in Florida. As a percentage of the total homeowners premiums we underwrote, 23.8%, 24.1% and 25.4%, were from Allstate’s network of Florida agents, for the years ended December 31, 2017, 2016 and 2015, respectively.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
SageSure Insurance Managers, LLC
The Company is a party to a managing general underwriting agreement with SageSure Insurance Managers, LLC (“SageSure”) to facilitate growth in our FNIC homeowners business outside of Florida. As a percentage of the total homeowners premiums, 10.2%,6.9% and 5.0% respectively,incentive compensation of the Company’s premiums were underwritten by SageSure, for the years ended December 31, 2017, 2016,Chief Executive Officer and 2015 respectively.
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statementsPresident. These updated compensation practices have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements include the accounts of FNHCcarried forward into 2018 and its wholly-owned subsidiaries and all entities in which the Company has a controlling financial interest and any variable interest entity (“VIE”) of which the Company is the primary beneficiary.2019. The Company’s management believes the consolidated financial statements reflect all material adjustments, including normal recurring adjustments, necessary to fairly state the financial position, results of operations and cash flows of the Company for the periods presented. All significant intercompany accounts and transactions have been eliminated in consolidation.
The Company identifies a VIE as an entity that does not have sufficient equity to finance its own activities without additional financial support or where the equity investors lack certain characteristics of a controlling financial interest. The Company assesses its contractual, ownership or other interests in a VIE to determine if the Company’s interest participates in the variability the VIE was designed to absorb and pass onto variable interest holders. The Company performs an ongoing qualitative assessment of its variable interests in a VIE to determine whether the Company has a controlling financial interest and would therefore be considered the primary beneficiary of the VIE. If the Company determines it is the primary beneficiary of a VIE, the Company consolidates the assets and liabilities of the VIE in its consolidated financial statements.
In connection with the investment in Monarch Delaware, the Company has determined that the Company possesses the power to direct the activities of the VIE that most significantly impact its economic performance and the Company is the primary beneficiary of the VIE. As such, the Company consolidates Monarch Delaware in its consolidated financial statements. Refer to Note 14. Variable Interest Entity, in these notes to consolidated financial statements, for additional information regarding the VIE.
Revisions of Previously Issued Financial Statements
In connection with the preparation, review and audit of the Company’s consolidated financial statements required to be included in this Annual Report on Form 10-K (“Annual Report") for the year ended December 31, 2017, management identified certain errors in the Company’s historical financial statements, resulting in a conclusion that certain corrections need to be made to the Company’s previously audited consolidated financial statements for the fiscal years 2016 and 2015 as well as the previous unaudited consolidated financial statements for the first three quarters of fiscal year 2017.
The Company believes that these errors are not material to any of the Company’s previously-issued financial statements based on an analysis of quantitative and qualitative factors in accordance with the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) Nos. 99 and 108. However, correcting the errors in 2017 would be material to the Company’s consolidated financial statements for the year ended December 31, 2017. Accordingly, the Company has concluded that an amendment of previously-filed periodic reports is not required. Rather, the Company made revisions to the historical periods in the Company’s Annual Report for the fiscal year ended December 31, 2017, and to the historical periods that will be presented in the Company's prospective filings.
The revisions to correct the errors primarily relate to: (1) up-front recognition of direct written policy fees across all our lines of business and fee income generated through the Company’s personal automobile business, (2) the over-amortization of deferred acquisition costs and (3) the accounting for certain limits in our automobile reinsurance agreements, related to ceded premiums and other items. The Company has also included certain other adjustments that have been corrected.
The nature and description of each of these adjustments is as follows:
Direct written policy fees and other fee income: The Company re-evaluated the accounting treatment for up-front recognition of direct written policy fees across all lines of business and fee income generated through the Company’s personal automobile business. As a result of the re-evaluation, the Company concluded that the direct written policy fees and fee income should be recognized over the life of the underlying policies, net of cancellations, and not be recognized
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
up-front. Additionally, with this change, the timing of revenue recognition of direct written policy fees and fee income will be consistent with the timing of recognition of the related insurance costs, including commissions and other acquisition related expenses. This correction resulted in an after-tax net loss impact of $0.7 million and $1.4 million for the years ended December 31, 2016 and 2015, respectively.
Deferred acquisition costs:The Company corrected an error in the calculation of deferred acquisition costs related to the over-amortization of the costs, resulting in an overstatement of expenses. Consistent with above, the timing of expense recognition will be consistent with the timing of the recognition of the related premiums and policy fees and the underlying policy term. This correction resulted in an impact to commissions and other underwriting expenses for all periods presented. This correction resulted in an after-tax net income impact of $0.5 million and $0.7 million for the years ended December 31, 2016 and 2015, respectively.
Automobile reinsurance agreements: The Company corrected errors on the accounting for certain terms in its reinsurance coverage related to the automobile line of business. This correction was related to limits on the amount of premiums that could be ceded and other terms. The primary impact of the correction resulted in a lower inception-to-date quota share percentage on the reinsurance treaties impacted, which resulted in an overstatement of ceded premiums earned, ceded loss and LAE and ceded commissions. This correction resulted in an after-tax net loss impact of $0.4 million for the year ended December 31, 2016.
Income taxes: The Company corrected errors in its tax provision related to tax deductions on executive compensation which resulted in an after-tax net lossprograms for its Named Executive Officers consist of $0.4 million and $0.2 million for the years ended December 31, 2016 and 2015, respectively. Additionally, a portion of the revisions includes a $2.2 million deferred tax adjustment which is part of the retained earnings beginning balance adjustment, as the item related to periods in 2014 and prior. This error was previously recorded as an out-of-period adjustment and disclosed in the 2016 financial statements.
Income statement reclassifications: As previously disclosed and reclassified in the Company’s Quarterly Report on Form 10-Q (“Quarterly Report”) for the period ended June 30, 2017, the Company re-assessed the income statement classification of ceded commission income and salaries and wages from our claims department. As a result, the Company adjusted ceded commission from other income to commissions and other underwriting expenses and salaries and wages from the Company’s claims department from commissions and other underwriting expenses to loss and LAE. Refer to the Company’s Quarterly Report for the period ended June 30, 2017, for more detailed information.
Homeowners quota share agreements:As previously disclosed and corrected in the Company’s Quarterly Report for the period ended September 30, 2015, the Company re-evaluated the accounting treatment for quota share reinsurance contracts with retrospective rating provisions and other adjustments. As part of these revisions, the Company recorded these adjustments in the appropriate period. These adjustments resulted in an impact to revenue, loss and LAE, commissions and other underwriting expenses and general and administrative expenses, which had an after-tax net loss impact of $0.8 million for the year ended December 31, 2015.
The following table includes the effects of the adjustments on the retained earnings beginning balance as of January 1, 2015, which represents the cumulative impact of the revisions to periods prior to 2015.
|
| | | | | | | | | | | |
| | As of January 1, 2015 |
| | As Reported | | Adjustments | | As Adjusted |
| | | | | | |
| Retained earnings | $ | 57,423 |
| | $ | (3,018 | ) | | $ | 54,405 |
|
The following tables summarize the impact of the revisions to the Company’s previously reported consolidated balance sheet as of December 31, 2016, and the Company’s previously reported consolidated statements of operations for the years ended December 31, 2016 and 2015.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
|
| | | | | | | | | | | |
| | December 31, 2016 |
| | As Reported | | Adjustments | | As Adjusted |
| ASSETS | (In thousands, except share and per share data) |
| Investments: | | | | | |
| Debt securities, available-for-sale, at fair value (amortized cost of $376,644) | $ | 374,756 |
| | $ | — |
| | $ | 374,756 |
|
| Debt securities, held-to-maturity, at amortized cost | 5,551 |
| | — |
| | 5,551 |
|
| Equity securities, available-for-sale, at fair value (cost of $24,163) | 29,375 |
| | — |
| | 29,375 |
|
| Total investments (including $28,704 related to the VIE) | 409,682 |
| | — |
| | 409,682 |
|
| | | | | | |
| Cash and cash equivalents (including $15,668 related to the VIE) | 74,593 |
| | — |
| | 74,593 |
|
| Prepaid reinsurance premiums | 156,932 |
| | — |
| | 156,932 |
|
| Premiums receivable, net of allowance of $55 (including 1,584 related to the VIE) | 54,854 |
| | — |
| | 54,854 |
|
| Reinsurance recoverable, net | 48,530 |
| | (667 | ) | | 47,863 |
|
| Deferred acquisition costs | 38,962 |
| | 2,930 |
| | 41,892 |
|
| Income taxes receivable | 13,871 |
| | — |
| | 13,871 |
|
| Property and equipment, net | 4,194 |
| | — |
| | 4,194 |
|
| Other assets (including $371 related to the VIE) | 11,509 |
| | — |
| | 11,509 |
|
| TOTAL ASSETS | $ | 813,127 |
| | $ | 2,263 |
| | $ | 815,390 |
|
| | | | | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | |
| LIABILITIES: | | | | | |
| Loss and loss adjustment expense reserves | $ | 158,110 |
| | $ | — |
| | $ | 158,110 |
|
| Unearned premiums | 294,022 |
| | — |
| | 294,022 |
|
| Reinsurance payable | 79,154 |
| | — |
| | 79,154 |
|
| Long-term debt | 4,909 |
| | — |
| | 4,909 |
|
| Deferred revenue | — |
| | 6,834 |
| | 6,834 |
|
| Deferred tax liabilities, net | 1,433 |
| | (1,180 | ) | | 253 |
|
| Other liabilities | 37,643 |
| | — |
| | 37,643 |
|
| Total liabilities | 575,271 |
| | 5,654 |
| | 580,925 |
|
| SHAREHOLDERS’ EQUITY: | | | | | |
| Preferred stock, $0.01 par value: 1,000,000 shares authorized | — |
| | — |
| | — |
|
Common stock, $0.01 par value: 25,000,000 shares authorized; 13,473,120 shares issued and outstanding | 134 |
| | — |
| | 134 |
|
| Additional paid-in capital | 136,779 |
| | — |
| | 136,779 |
|
| Accumulated other comprehensive income | 1,941 |
| | — |
| | 1,941 |
|
| Retained earnings | 80,275 |
| | (3,391 | ) | | 76,884 |
|
Total shareholders’ equity attributable to Federated National Holding Company shareholders | 219,129 |
| | (3,391 | ) | | 215,738 |
|
| Non-controlling interest | 18,727 |
| | — |
| | 18,727 |
|
| Total shareholders’ equity | 237,856 |
| | (3,391 | ) | | 234,465 |
|
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 813,127 |
| | $ | 2,263 |
| | $ | 815,390 |
|
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2016 | | 2015 |
| | As Reported | | Adjustments | | As Adjusted | | As Reported | | Adjustments | | As Adjusted |
| Revenue: | (In thousands, except share and per share data) |
| Net premiums earned | $ | 259,872 |
| | $ | 1,497 |
| | $ | 261,369 |
| | $ | 210,020 |
| | $ | 3,000 |
| | $ | 213,020 |
|
| Net investment income | 9,063 |
| | — |
| | 9,063 |
| | 7,226 |
| | — |
| | 7,226 |
|
| Net realized investment gains | 3,045 |
| | — |
| | 3,045 |
| | 3,616 |
| | — |
| | 3,616 |
|
| Direct written policy fees | 17,730 |
| | (1,111 | ) | | 16,619 |
| | 11,248 |
| | (1,508 | ) | | 9,740 |
|
| Other income (loss) | 26,674 |
| | (9,245 | ) | | 17,429 |
| | 17,783 |
| | (7,914 | ) | | 9,869 |
|
| Total revenue | 316,384 |
| | (8,859 | ) | | 307,525 |
| | 249,893 |
| | (6,422 | ) | | 243,471 |
|
| | | | | | | | | | | | |
| Costs and expenses: | | | | | | | | | | | |
| Losses and loss adjustment expenses | 187,341 |
| | 10,469 |
| | 197,810 |
| | 104,353 |
| | 8,357 |
| | 112,710 |
|
| Commissions and other underwriting expenses | 108,776 |
| | (18,398 | ) | | 90,378 |
| | 64,868 |
| | (12,006 | ) | | 52,862 |
|
| General and administrative expenses | 17,186 |
| | — |
| | 17,186 |
| | 15,223 |
| | (525 | ) | | 14,698 |
|
| Interest expense | 348 |
| | — |
| | 348 |
| | 256 |
| | — |
| | 256 |
|
| Total costs and expenses | 313,651 |
| | (7,929 | ) | | 305,722 |
| | 184,700 |
| | (4,174 | ) | | 180,526 |
|
| | | | | | | | | | | | |
| Income before income taxes | 2,733 |
| | (930 | ) | | 1,803 |
| | 65,193 |
| | (2,248 | ) | | 62,945 |
|
| Income taxes | 2,683 |
| | (2,141 | ) | | 542 |
| | 24,753 |
| | (664 | ) | | 24,089 |
|
| Net income | 50 |
| | 1,211 |
| | 1,261 |
| | 40,440 |
| | (1,584 | ) | | 38,856 |
|
| Net income (loss) attributable to non-controlling interest | 246 |
| | — |
| | 246 |
| | (445 | ) | | — |
| | (445 | ) |
| Net (loss) income attributable to Federated National | | | | | | | | | | | |
| Holding Company shareholders | $ | (196 | ) | | $ | 1,211 |
| | $ | 1,015 |
| | $ | 40,885 |
| | $ | (1,584 | ) | | $ | 39,301 |
|
| | | | | | | | | | | | |
| Net (loss) income per share attributable to Federated | | | | | | | | | | | |
| National Holding Company shareholders: | | | | | | | | | | | |
| Basic | $ | (0.01 | ) | | $ | 0.08 |
| | $ | 0.07 |
| | $ | 2.98 |
| | $ | (0.12 | ) | | $ | 2.86 |
|
| Diluted | $ | (0.01 | ) | | $ | 0.08 |
| | $ | 0.07 |
| | $ | 2.92 |
| | $ | (0.11 | ) | | $ | 2.81 |
|
| | | | | | | | | | | | |
| Weighted average number of shares of common stock | | | | | | | | | | | |
| outstanding: | | | | | | | | | | | |
| Basic | 13,758 |
| | — |
| | 13,758 |
| | 13,729 |
| | — |
| | 13,729 |
|
| Diluted | 13,758 |
| | 164 |
| | 13,922 |
| | 13,997 |
| | — |
| | 13,997 |
|
| | | | | | | | | | | | |
| Dividends declared per share of common stock | $ | 0.27 |
| | $ | — |
| | $ | 0.27 |
| | $ | 0.18 |
| | $ | — |
| | $ | 0.18 |
|
For the impacts of the revisions to the Company’s previously reported consolidated statements of operations for each of the quarterly periods ended March 31, 2017 to September 30, 2017, the six months ended June 30, 2017, and the nine months ended September 30, 2017, refer to Note 16. Quarterly Results of Operations (Unaudited), in these notes to the consolidated financial statements.
Certain prior period line items in the consolidated statements of comprehensive income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows, were affected by the revisions of previously issued financial statements. All of the changes in the consolidated statements of cash flows were included in cash flows from operating activities and all of the changes in the consolidated statements of comprehensive income were isolated to the net income line, which has been addressed through the preceding disclosures.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
elements described below.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICESBase Salary.
Accounting Estimates and Assumptions
The Company preparesCompensation Committee annually reviews the accompanying consolidated financial statements in accordance with U.S. GAAP, which requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results may materially differ from those estimates.
Similar to other property and casualty insurers, the Company’s liability for loss and LAE reserves, although supported by actuarial projections and other data, is ultimately based on management’s reasoned expectations of future events. Although considerable variability is inherent in these estimates, the Company believes that the liability and LAE reserve is adequate. The Company reviews and evaluates its estimates and assumptions regularly and makes adjustments, reflected in current operations, as necessary, on an on-going basis.
Fair Value
Fair value is the price that would be received to sell an asset or paid to transfer a liability between market participants in the principal market or in the most advantageous market when no principal market exists. Adjustments to transaction prices or quoted market prices may be required in illiquid or disorderly markets in order to estimate fair value. Alternative valuation techniques may be appropriate under the circumstances to determine the value that would be received to sell an asset or pay to transfer a liability in an orderly transaction. Market participants are assumed to be independent, knowledgeable, able and willing to transact an exchange and not acting under duress. Our nonperformance or credit risk is considered in determining the fair value of liabilities. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, estimates of fair value presented herein are not necessarily indicativebase salaries of the amounts that could be realized in a current or future market exchange.
Refer to Note 3. Fair Value, in these notes to consolidated financial statements, for additional information regarding fair value.
Investments
Investments consist of debtNamed Executive Officers, and equity securities. Debt securities consist of securities with an initial fixed maturity of more than one year, including corporate bonds, municipal bonds and United States government bonds. Equity securities generally consist of securities that represent ownership interests in an enterprise. The Company determines the appropriate classification of investments in debt and equity securities at the acquisition date and re-evaluates the classification at each balance sheet date.
Held-to-maturity investments are recorded at the amortized cost, reflecting the ability and intent to hold the securities to maturity. All other securities are classified as available-for-sale and recorded at fair value. Unrealized gains and losses during the year, net of the related tax effect applicable to available-for-sale, are excluded from income and reflected in other comprehensive income, and the cumulative effect is reported as a separate component of shareholders’ equity until realized. If a decline in fair value is deemed to be other-than-temporary, the investment is written down to its fair value and the amount of the write-down is recorded as an other-than-temporary impairment (“OTTI”) loss on the statement of operations. Any portion of such decline related to debt securities that is believed to arise from factors other than credit is recorded as a component of other comprehensive income rather than against income.
Net realized gains and losses on investments are determined in accordance with the specific identification method.
Net investment income consists primarily of interest income from debt securities, cash and cash equivalents, including any premium amortization or discount accretion and dividend income from equity securities; less expenses related to investments.
Refer to Note 4. Investments, in these notes to consolidated financial statements, for additional information regarding investments.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
Cash and Cash Equivalents
Cash and cash equivalents consist of all deposit or deposit in transit balances with a bank that are available for withdrawal. The Company considers all highly liquid investments with an original maturity of three months or less at the date of the purchase to be cash equivalents.
Premiums and Unearned Premiums
The Company recognizes premiums as revenue on a pro-rata basis over the term of the insurance policy. Assumed reinsurance premiums written and earned are based on reports received from ceding companies for pro-rata treaty contracts and are generally recorded as written based on contract terms for excess-of-loss and quota share contracts. Premiums are earned ratably over the terms of the related coverage.
Unearned premiums represent the portion of gross premiums written, related to the unexpired terms of such coverage.
Premium receivable balances are reported net of an allowance for estimated uncollectible premium amounts. Such allowance is based upon an ongoing review of amounts outstanding, length of collection periods, the creditworthiness of the insured and other relevant factors. Amounts deemed to be uncollectible are written off against the allowance.
Reinsurance
Reinsurance is used to mitigate the exposure to losses, manage capacity and protect capital resources. Reinsuring loss exposures does not relieve a ceding entity from its obligations to policyholders and cedants. Reinsurance recoverables (including amounts related to claims incurred but not reported) and ceded unearned premiums are reported as assets. To minimize exposure to losses from a reinsurer’s inability to pay, the financial condition of such reinsurer is evaluated initially upon placement of the reinsurance and periodically thereafter. In addition to considering the financial condition of the reinsurer, the collectability of the reinsurance recoverables is evaluated (and where appropriate, whether an allowance for estimated uncollectible reinsurance recoverables is to be established) based upon a number of other factors. Such factors, includesuch as each Named Executive Officer’s level of responsibility, performance during the amounts outstanding, lengthprior fiscal year (with respect to specific areas of collection periods, disputes, any collateral or lettersresponsibility and on an overall basis), past and present contributions to and achievement of credit held and other relevant factors. To the extent that an allowance for uncollectible reinsurance recoverable is established, amounts deemed to be uncollectible are written off against the allowance for estimated uncollectible reinsurance recoverables. As of December 31, 2017 and 2016, the Company did have any allowances for uncollectible reinsurance recoverables.
Ceded premiums written are recorded in accordance with applicable termsgoals, historical compensation levels of the various reinsurance contractsNamed Executive Officer, and ceded premiums earned are charged against revenue over the period of the various reinsurance contracts. This also generally applies to reinstatement premiums paid to a reinsurer, which arise when contractually-specified ceded loss triggers have been breached.
Ceded commissions reduce commissions, brokerage and other underwriting expenses and ceded losses incurred reduce net loss and LAE incurred over the applicable periods of the various reinsurance contracts with third party reinsurers. If premiums or commissions are subject to adjustment (for example, retrospectively-rated or experience-rated), the Company records adjustments to the premiums or ceding commission revenue in the period that changes in the estimated losses are determined.
Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured business and consistent with the terms of the underlying reinsurance contract.
Deferred Acquisition Costs
Deferred acquisition costs represent those costs that are incremental and directly related to the successful acquisition of new or renewal of existing insurance contracts. The Company defers incremental costs that result directly from, and are essential to, the acquisition or renewal of an insurance contract. Such deferred acquisition costs generally include agent or broker commissions, referral fees, premium taxes, medical and inspection fees that would not have been incurred if the insurance contract had not been acquired or renewed. Each cost is analyzed to assess whether it is fully deferrable.
The Company also defers a portion of the employee total compensation and payroll-related fringe benefits directly related to time spent performing specific acquisition or renewal activities, including costs associated with the time spent on underwriting, policy issuance and processing, and sales force contract selling.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
The acquisition costs are deferred and amortized over the period in which the related premiums written are earned, generally twelve months for homeowners and commercial general liability policies and six months for automobile policies. It is grouped consistent with the manner in which the insurance contracts are acquired, serviced and measured for profitability and is reviewed for recoverability based on the profitability of the underlying insurance contracts. Investment income is anticipated in assessing the recoverability of deferred acquisition costs. The Company assesses the recoverability of deferred acquisition costs on an annual basis or more frequently if circumstances indicate impairment may have occurred.
Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation and amortization. Depreciation is calculated using a straight-line method over the estimated useful lives, ranging from 3 to 15 years. Repairs and maintenance are charged to expense as incurred.
The Company accounts for internal-use software development costs in accordance with accounting guidelines which state that software costs, including internal payroll costs, incurred in connection with the development or acquisition of software for internal use is charged to expense as incurred until the project enters the application development phase. Costs incurred in the application development phase are capitalized and are depreciated using the straight-line method over an estimated useful life of 5 years, beginning when the software is ready for use.
Direct Written Policy Fees
Policy fees represent a non-refundable application fee for insurance coverage. These policy fees are deferred over the related policy term in a manner consistent with how the related premiums are earned.
Other Income
Other income represents brokerage, commission related income from the Company’s agency operations, partnership income as well as fees generated from the personal automobile line of business. Brokerage income is recognized over the term of the reinsurance period, typically one year. Commission income from its agency operations are recognized up-front upon policy inception. The partnership income is the Company’s share of its equity method investment. The fees associated with the personal automobile line of business are recognized ratably over the related policy term, generally six months.
The Company has a 33% partnership interest in Southeast Catastrophe Consulting Company, LLC (“SECCC”), based in Mobile, Alabama. The Company has an agreement in which SECCC provides claims adjusting services for FNIC and MNIC, primarily in the event of catastrophes, such as Hurricane Irma and Matthew. We use the equity method of accounting for this investment as we do not have the ability to exercise significant influence nor control operating or financial decisions. In applying the equity method, the Company recorded its initial investment at cost, and subsequently increases or decreases the carrying amount of the investment by its proportionate share of the net earnings or losses. Any dividends or distributions received are recorded as a decrease in the carrying value of the investment. The Company’s proportionate share of net income (loss) is reported as other income in the consolidated statements of operations.
Losses and Loss Adjustment Expenses
The reserves for loss and LAE represent management’s best estimate of the ultimate cost of all reported and unreported losses incurred through the balance sheet date. Such liabilities are determined based upon the Company’s assessment of claims pending and the development of prior years’ loss liability, including liabilities based upon individual case estimates for reported loss and LAE and estimates of such amounts that are incurred but not yet reported (“IBNR”). Changes in the estimated liability are charged or credited to operations as the losses and LAE are settled.
The estimates of the liability for loss and LAE reserves are subject to the effect of trends in claims severity and frequency and are continually reviewed. As part of this process, the Company review historical data and consider various factors, including known and anticipated legal developments, inflation and economic conditions. As experience develops and other data become available, these estimates are revised, as required, resulting in increases or decreases to the existing liability for loss and LAE reserves. Adjustments are reflected in the results of operations in the period in which they are made and the liabilities may deviate substantially from prior estimates.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
Long-Term Debt, Net of Deferred Financing Costs
The Company records long-term debt, net in the consolidated balance sheets at carrying value.
The Company incurs specific incremental costs, other than those paid to lenders, in connection with the issuance of the Company’s debt instruments. These deferred financing costs include loan origination costs, issue costs and other direct costs payable to third parties and are recorded as a direct deduction from the carrying value of the associated debt liability in the consolidated balance sheets, when the debt liability is recorded. The Company amortizes the deferred financing costs as interest expense over the term of the related debt using the effective interest method in the consolidated statements of operations.
Income Taxes
The Company applies the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss, capital loss and tax-credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income or expense in the period that includes the enactment date.The Company will establish a valuation allowance if management determines, based on available information, that it is more likely than not that deferred income tax assets will not be realized. Significant judgment is required in determining whether valuation allowances should be established and the amount of such allowances.
The Company’s management makes assumptions, estimates and judgments, which are subject to change, in accounting for income taxes. The Company’s management also considers events and transactions on an on-going basis and the laws enacted as of the Company’s reporting date. The U.S. Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law on December 22, 2017, and the effect of changes in federal tax law and applicable statutory rates is recorded in the consolidated financial statements in the period of enactment. The recent changes in the tax law have affected the Company’s income tax provision in the consolidated statement of operations for the year ended December 31, 2017 and the deferred income tax assets and liabilities balances in the consolidated balance sheet as of December 31, 2017. Refer to Note 8. Income Taxes, in these notes to consolidated financial statements, for further information regarding income taxes.
Share-Based Compensation
The Company accounts for share-based compensation based on the estimated grant date fair value. The Company grants awards with service only conditions and generally amortizes them on a straight-line over the requisite service period of the award, which is the vesting term. The fair value of the restricted stock grants is determined based on the closing market price on the date of grant. Non-employee directors are treated as employees for accounting purposes.
Basic and Diluted Net Income per Share
Basic net income per share is computed by dividing net income available to common shareholders by the weighted average number of common shares, while diluted net income per share is computed by dividing net income available to common shareholders by the weighted average number of such common shares and dilutive share equivalents result from the assumed exercise of employee stock options and vesting of restricted common stock and are calculated using the treasury stock method.
Recently Issued Accounting Pronouncements, Adopted
In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Most notably, this new guidance requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The effect of adopting this guidance was principally affected by the level of unrealized gains or losses associated with equity investments with readily determinable market values. Such unrealized gains or losses have been recognized upon adoption as a cumulative-effect adjustment with future unrealized gains or losses reflected in the statement of income and comprehensive income. ASU 2016-01 is effective for annual reporting periods beginning after December 15, 2017. The Company adopted the guidance effective January 1, 2018. The primary impact will be
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
based on the unrealized gains and losses on the Company’s equity securities, which will be recognized through net income instead of through other comprehensive income.
In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.The update simplifies several aspects of the accounting for share-based payment transactions, including, but not limited to, the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted these amendments effective January 1, 2017, resulting in $0.2 million of discrete income tax deficiencies reflected as a component of the income tax provision in the Company’s consolidated statements of operations. The update also requires excess tax benefits be presented within the statement of cash flows as an operating activity, rather than as a financing activity. The Company adopted this change on a prospective basis, which resulted in a $0.2 million decrease in cash provided by operating activities for the year ended December 31, 2017. The update also requires excess tax benefits and deficiencies to be prospectively excluded from the assumed future proceeds in the calculation of diluted shares, which increased the Company’s weighted average number of diluted common shares outstanding by 11,839 shares for the year ended December 31, 2017.
Recently Issued Accounting Pronouncements, Not Yet Adopted
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The update replaces all general and most industry specific revenue recognition guidance (excluding insurance) currently prescribed by U.S. GAAP. The core principle is that an entity recognizes revenue to reflect the transfer of a promised good or service to customers in an amount that reflects that consideration to which the entity expects to be entitled in exchange for that good or service. The update also provides clarification on when an entity is a principal or an agent in a transaction. The guidance may be applied using one of the two following methods: (1) retrospectively to each prior reporting period presented, or (2) retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application. The FASB issued additional updated clarifying certain implementation guidance within ASU 2014-09, subsequent to the initial issuance to provide guidance to improve the operability and understandability of the implementation guidance included in ASU 2014-09. The Company adopted this update and the other related revenue standard clarifications and technical guidance effective January 1, 2018, using the modified retrospective approach. The Company completed the analysis of its non-insurance revenues and has concluded that the implementation did not have any impact on the Company’s consolidated financial condition orand results of operations.
In February 2016,Because of the FASB issued ASU 2016-02, Leases(Topic 842).unique performance characteristics and competitive factors in the Florida homeowners’ insurance industry, the Compensation Committee believes comparing the Company’s executive compensation to that of its direct peer group of Florida-based insurers, Heritage Insurance Holdings, Inc. (NYSE: HRTG), HCI Group, Inc. (NYSE: HCI), United Insurance Holdings Corp. (NASDAQ: UIHC) and Universal Insurance Holdings, Inc. (NYSE: UVE), provides the most meaningful insights into executive compensation. The update will supersedeunique factors that strongly influence the current lease guidance in Topic 840, Leasesfinancial results of the Florida homeowners’ insurers include, among other things: the significance and lessees will be required to recognize for all leases,complexities of exposure management, the potential occurrence of one or more severe hurricanes that can materially affect financial performance and has periodically driven national competitors from the market, the existence and large presence with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. Concurrently, lessees will be required to recognize a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the useFlorida market of a specified assetstate-controlled insurer-of-last-resort in Citizens Property Insurance Corporation (“Citizens”) and the extent to which Citizens is seeking or reducing policies at any time and the market impact of fluctuations in its risk appetite, the significant percentage of properties in high-risk coastal areas, and the litigiousness of the Florida market. Accordingly, the Compensation Committee’s analyses focus significantly on our Chief Executive Officer’s base salary as compared to the annual base salaries of the Chief Executive Officers of our Florida-based direct peer group, as described in the table below:
|
| | | | | | |
| Company | 2017 Annual CEO
Salary (A) | 2018 Annual CEO
Salary (A) |
| Universal Insurance Holdings, Inc. |
| $2,217,500 |
|
| $2,217,500 |
|
| Heritage Insurance Holdings, Inc. |
| $2,100,000 |
|
| $2,205,000 |
|
| United Insurance Holdings Corp. |
| $1,000,000 |
|
| $1,000,000 |
|
| FedNat Holding Company |
| $1,000,000 |
|
| $1,000,000 |
|
| HCI Group, Inc. |
| $950,000 |
|
| $950,000 |
|
| Median (excluding FNHC) |
| $1,550,000 |
|
| $1,602,500 |
|
| (A) As reported in each company’s proxy statement. | |
The data from the table above enabled the Compensation Committee to measure our Chief Executive Officer’s base salary against the base salary levels for the lease term. The update is effectivechief executive officers of our Florida-based direct peer group. For 2018, based on the Company’s results for interim2017 and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The guidance is requireda comparison of Mr. Braun’s salary to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginningthat of the earliest comparative periods presenteddirect peer group, Mr. Braun’s base salary remained the same. The Compensation Committee also determined that Mr. Braun’s salary would remain unchanged for 2019.
Based on an analysis of market rates for 2018, our Chief Financial Officer’s base salary was set at $290,000. Based on Mr. Jordan’s contributions to the Company since his arrival in 2017, and his increased level of experience, the financial statements.Compensation Committee increased Mr. Jordan’s salary for 2019 to $325,000.
Incentive Compensation. Consistent with the Company’s pay-for-performance philosophy of compensating our Named Executive Officers for the Company’s achievements for the prior year and their roles in those achievements, and reflecting the feedback received from our outreach to our largest shareholders, in 2017 the Compensation Committee completely revamped the incentive compensation of our Chief Executive Officer. As part of this revamp, the Compensation Committee required for the annual bonus that the Company’s net income achieve a specified minimum threshold, in addition to the performance criteria described below. Mr. Braun’s incentive compensation for 2018 was based on the pre-determined performance metrics described below. Reflecting the Company’s significant progress in important Company initiatives, however, Mr. Braun also received a discretionary bonus for 2018. The guidance is requiredrevamped pay-for-performance compensation structure remains in place for our Chief Executive Officer and Chief Financial Officer for 2019, with a discretionary component that allows the Compensation Committee to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginningconsider achievement in other Company initiatives when awarding up to 10% of the earliest comparative periods presentedannual award.
Annual Incentive Plan. For 2018, 50% of Mr. Braun’s performance-based incentive compensation consisted of an annual bonus payable in cash based in equal parts on return on equity (“ROE”), controlling expenses, targeted EBITDA, and the discretionary component. The Compensation Committee determined that these annual financial statements. Alland operating metrics selected for the annual incentive plan appropriately reflected the important measurements of the Company’s leases are classified as operating leases under current lease accounting guidance. results of operations on a year- to-year basis, and provided incentives to grow the Company’s business in a cost-effective way.
The Company expects to elect allCompensation Committee determined the specific measurement levels for 2018 for the chosen performance metrics (for both the annual and long-term components) by extrapolating each metric’s target level from the Company’s recent actual performance results with a factor for growth of the standard’s available practical expedients upon adoption.Company. The update requiresCommittee also considered the Company’s projected and longer-term historic performance, as well as that of the direct peer group of Florida-based homeowners insurers and of the property and casualty insurance industry generally, when determining the target levels for each metric. The target levels of the metrics are intended to incentivize our Chief Executive Officer to direct the Company’s continued growth in a reasonable and efficient manner, while the maximum levels are intended to reward extraordinary accomplishments. The threshold levels reflect that, while the Company’s results can be severely impacted by events completely beyond the Company’s control, the Company’s ability to manage its exposure, effectively structure its reinsurance program and take other steps to improve expense control can mitigate the impact of those events.
For 2018, the Company’s performance as compared to the metrics used in our Chief Executive Officer’s annual bonus plan was as follows:
ROE was 8.3%, which was below the minimum;
Expense control was 40.3%, which substantially achieved the target level of 40.0%; and
EBITDA was $25.7 million, which was below the minimum.
As a result, for 2018, Mr. Braun’s bonus under the annual component of the plan was $284,167. The Compensation Committee elected to also award a discretionary incentive of $250,000, based on the substantial progress made during 2018 towards important Company initiatives. Specifically, the Committee considered the following achievements:
Rigorous exposure management that drove a $30 million reduction in the cost of the Company’s excess-of-loss catastrophe reinsurance spend for the treaty year ending June 30, 2019.
Growth in net income to add$14.9 million, up 86.9% over 2017, driven by $22.2 million of earnings from our core homeowners business, a 689% increase over the operating leasesprior year.
Streamlining of corporate operations and corresponding reductions in overhead, representing annualized savings of approximately $6 million.
The Compensation Committee believes these achievements are contributing to future earnings momentum. As a result, Mr. Braun’s total cash bonus for 2018 totaled $534,167.
Long-Term Incentive Plan.
2018 Plan. The remaining 50% of Mr. Braun’s 2018 incentive compensation consisted of a long-term incentive bonus payable in equity, based in equal parts on increasing gross revenues, increasing book value per share and relative total shareholder return over three years (“Relative TSR”). The increase in revenue and increase in book value per share metrics are measured over successive one-year performance periods (but the goals are not modified from period to period), and the equity granted vests 1/3 annually beginning one year after the grant date.
The metrics selected by the Compensation Committee for the 2018 long-term incentive plan are appropriate measures of the Company’s success over a longer time horizon, with particular emphasis on the measurements that are meaningful to the Company’s consolidated balance sheets.shareholders and relevant to the Company’s long-term business strategy and also contemplate the unique aspects of the Company’s business, in particular the material impact of hurricanes and other severe weather events that are inherently difficult to predict during any one year. The Company does not expect this standard willCompensation Committee believes that the annual measurement of the increase in revenue and increase in book value per share metrics provides an appropriate means of measuring long-term performance in an industry where external events (i.e. hurricanes), pricing cycles, and claims trends (such as assignment of benefits) can have a material impact on the Company’s consolidatedappetite for growth and its financial position or resultsand operational results.
The Compensation Committee combined the increase in revenue and increase in book value per share metrics with a Relative TSR metric that is measured over a three-year performance period, with the equity cliff vesting at the end of operations.the three-year performance
period based on the Company’s performance relative to its direct peer group of Florida-based homeowners’ insurers. For the Relative TSR metric, the Compensation Committee determined that the most appropriate comparison of the Company’s performance would be to this direct peer group of Florida-based homeowners’ insurers because of the unique competitive aspects of the Florida homeowners’ insurance market and because external factors such as hurricanes would likely impact all of the members of the direct peer group in a more consistent way. The Compensation Committee believes as well that the Company’s performance measures are appropriate when compared to the Company’s broader peer group.
2018 Achievement—Year 1 of 2018 Plan. The Company’s performance for 2018 as compared to the metrics used in our Chief Executive Officer’s long-term incentive plan was as follows:
Increase in gross revenues was 1.1%, which was below the minimum;
Increase in book value per share was 6.0%, which was below the minimum; and
The Relative TSR metric will not be determined for two more years.
As a result, Mr. Braun forfeited 11,936 performance-based shares (or $194,000 based on the grant date share price) that had been granted for 2018 under the long-term plan.
2018 Achievement—Year 2 of 2017 Plan. 2018 represented year two of the long-term portion of Mr. Braun’s 2017 incentive compensation. The Company’s performance as compared to the metrics used was as follows:
ROE was 8.3%, which was below the minimum;
Increase in book value per share was 6.0%, which was below the minimum; and
The Relative TSR metric will not be determined for one more year; however, cumulative performance through two years of the three-year measurement period is below the Threshold level of achievement.
As a result, Mr. Braun forfeited 10,660 performance-based shares (related to the ROE and increase in book value metrics) that had been granted for 2017 under the 2017 long-term plan.
2018 Achievement—2018 and 2017 Plans Combined. For the 2018 and 2017 long-term plans on a combined basis, total long-term compensation forfeited by the CEO based on the Company’s 2018 performance was approximately $388,000, based on the related grant date share prices.
In June 2016,Changes for 2019 Plan. As detailed under “Shareholder Outreach and Say on Pay” above, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): MeasurementCompany has proactively sought shareholder input on its compensation practices. Based in part on feedback received from shareholders during 2018, the Compensation Committee approved several changes to the incentive compensation plan for 2019, which the Company believes retains the goals of Credit Losses on Financial Instruments, which significantlyrelating executive compensation to Company growth and shareholder returns. These changes include:
The removal of increase in gross revenues as an incentive compensation metric, to avoid any incentive that might encourage unprofitable growth;
Total shareholder return was removed as a metric, as the measurementCompensation Committee concluded it often does not accurately reflect the effectiveness of credit losses for most financial assetsmanagement’s actions over the performance period, due to the impacts of macroeconomics, investor sentiment and certain other instruments that are not measured at fair value through net income. The update requires entitiesexternal factors;
ROE was moved to record allowances for available-for-sale debt securities rather than reduce the carrying amount, as currently performed underlong-term component of the OTTI model. The update also require enhanced disclosures for financial assets measured at amortized costplan; and available-for-sale debt securities
Adjustments to help the financial statement users better understand significant judgments used in estimating credit losses,relative weighting of the annual and long-term components of the plan, as well as the credit quality and underwriting standardsunderlying metrics contained therein.
Adding an option for the Compensation Committee to consider achievement of an entity’s portfolio. The update is effective for interim andother important Company initiatives when determining up to 10% of the annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company is in the early stage of evaluating the impact that the update will have on the Company’s consolidated financial position or results of operations.award.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
the incentive compensation plan for 2019 are as follows:
In August 2016, the FASB issued ASU 2016-15,2019 Annual Incentive Plan: Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments a consensus of the Emerging Issues Task Force) to improve the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The update provides guidance on specific cash flow classification issues including the following: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle. Current GAAP does not include specific guidance on these eight cash flow classification issues. The update is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company adopted the guidance effective January 1, 2018. The provisions of this update is not expected to have a material impact on the Company’s consolidated statements of cash flows or results of operations.
In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The update allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. Current guidance requires the effect of a change in tax laws or rates on deferred tax balances to be reported in income from continuing operations in the accounting period that includes the period of enactment, even if the related income tax effects were originally charged or credited directly to accumulated other comprehensive income. The amount of the reclassification would include the effect of the change in the U.S. federal corporate income tax rate on the gross deferred tax amounts and related valuation allowances, if any, at the date of the enactment of the Tax Act related to items in accumulated other comprehensive income. The update is effective for reporting periods beginning after December 15, 2018, and is to be applied retrospectively to each period in which the effect of the Tax Act related to items remaining in accumulated other comprehensive income are recognized or at the beginning of the period of adoption, with early adoption permitted. The Company is in the early stage of evaluating the impact that the update will have on the Company’s consolidated financial position or results of operations.
In February 2018, the FASB issued ASU 2018-03, Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.The update provides corrections and improvements and clarifies certain aspects of the guidance issued in ASU 2016-01. The update is effective for annual reporting periods beginning after December 15, 2017. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial position or results of operations.
3. FAIR VALUE
Fair Value Disclosures of Financial Instruments
The Company accounts for financial instruments at fair value or the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are generally based upon observable and unobservable inputs. Observable inputs are based on market data from independent sources, while unobservable inputs reflect the Company’s view of market assumptions in the absence of observable market information. All assets and liabilities that are recorded at fair value are classified and disclosed in one of the following three categories:
Level 1 — Quoted market prices (unadjusted) for identical assets or liabilities in active markets is defined as a market where transactions for the financial statement occur with sufficient frequency and volume to provide pricing information on an ongoing basis, or observable inputs.
Level 2 — Quoted market prices for similar assets or liabilities and valuations, using models or other valuation techniques using observable market data. Significant other observable that can be corroborated by observable market data; and,
Level 3 — Instruments that use non-binding broker quotes or model driven valuations that do not have observable market data or those that are estimated based on an ownership interest to which a proportionate share of net assets is attributed.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
The classification of assets and liabilities in the fair value hierarchy is based upon the lowest level input that is significant to the fair value inputs consisted of the following:
The Company’s financial instruments measured at fair value on a recurring basis and the level of the fair value hierarchy of inputs used consisted of the following:
|
| | | | | | | | | | | | | | | | |
| | | December 31, 2017 |
| | | Level 1 | | Level 2 | | Level 3 | | Total |
| | | (In thousands) |
| Debt securities - available-for-sale, at fair value: | | | | | | | | |
| United States government obligations and authorities | | $ | 51,219 |
| | $ | 46,918 |
| | $ | — |
| | $ | 98,137 |
|
| Obligations of states and political subdivisions | | — |
| | 66,266 |
| | — |
| | 66,266 |
|
| Corporate securities | | — |
| | 240,919 |
| | — |
| | 240,919 |
|
| International securities | | — |
| | 17,916 |
| | — |
| | 17,916 |
|
| Debt securities, at fair value | | 51,219 |
| | 372,019 |
| | — |
| | 423,238 |
|
| | | |
| | |
| | |
| | |
| Equity securities, at fair value | | 15,434 |
| | — |
| | — |
| | 15,434 |
|
| | | | | | | | | |
| Total investments, at fair value | | $ | 66,653 |
| | $ | 372,019 |
| | $ | — |
| | $ | 438,672 |
|
|
| | | | | | | | | | | | | | | | |
| | | December 31, 2016 |
| | | Level 1 | | Level 2 | | Level 3 | | Total |
| | | (In thousands) |
Debt securities - available-for-sale, at fair value:
| | | | | | | | |
| United States government obligations and authorities | | $ | 36,560 |
| | $ | 25,645 |
| | $ | — |
| | $ | 62,205 |
|
| Obligations of states and political subdivisions | | — |
| | 151,183 |
| | — |
| | 151,183 |
|
| Corporate securities | | — |
| | 149,505 |
| | — |
| | 149,505 |
|
| International securities | | — |
| | 11,863 |
| | — |
| | 11,863 |
|
| Debt securities, at fair value | | 36,560 |
| | 338,196 |
| | — |
| | 374,756 |
|
| | | | | | | | | |
| Equity securities, at fair value | | 28,960 |
| | 415 |
| | — |
| | 29,375 |
|
| | | | | | | | | |
| Total investments, at fair value | | $ | 65,520 |
| | $ | 338,611 |
| | $ | — |
| | $ | 404,131 |
|
The Company’s held-to-maturity debt securities are reported on the consolidated balance sheets at amortized cost and disclosed at fair value in Note 4. Investments in these notes to consolidated financial statements. The fair values of these securities are classified within Level 1 and Level 2 of the fair value hierarchy and consist of United States government obligations and authorities, corporate securities and international securities. The fair value of the securities classified as Level 1 was $4.0 million as of December 31, 2017 and 2016. The fair value of the securities classified as Level 2 was $1.3 million and $1.6 million as of December 31, 2017 and 2016, respectively.
The Company has engaged a nationally recognized third party pricing service to provide the fair values of securities in Level 2. The Company reviews the third party pricing methodologies on a quarterly basis and tests for significant differences between the market price used to value the securities and the recent sales activities.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
A summary of the significant valuation techniques and market inputs for each financial instrument carried at fair value includes the following:
United States Government Obligations and Authorities: In determining the fair value for United States government securities in Level 1, the Company uses quoted prices (unadjusted) in active markets for identical or similar assets. In determining the fair value for United States government securities in Level 2, the Company uses the market approach utilizing primary valuation inputs including reported trades, dealer quotes for identical or similar assets in markets that are not active, benchmark yields, credit spreads, reference data and industry and economic events.
Obligations of States and Political Subdivisions: In determining the fair value for state and municipal securities, the Company uses the market approach utilizing primary valuation inputs including reported trades, dealer quotes for identical or similar assets in markets that are not active, benchmark yields, credit spreads, reference data and industry and economic events.
Corporate and International Securities: In determining the fair value for corporate securities the Company uses the market approach utilizing primary valuation inputs including reported trades, dealer quotes for identical or similar assets in markets that are not active, benchmark yields, credit spreads (for investment grade securities), observations of equity and credit default swap curves (for high-yield corporates), reference data and industry and economic events.
Equity Securities: In determining the fair value for equity securities in Level 1, the Company uses quoted prices (unadjusted) in active markets for identical or similar assets. In determining the fair value for equity securities in Level 2, the Company uses the market approach utilizing primary valuation inputs including reported trades, dealer quotes for identical or similar assets in markets that are not active, benchmark yields, credit spreads, reference data and industry and economic events.
There were no changes to the Company’s valuation methodology and the Company is not aware of any events or circumstances that would have a significant adverse effect on the carrying value of its assets and liabilities measured at fair value as of December 31, 2017 and 2016. There were no transfers between the fair value hierarchy levels during the years ended December 31, 2017, 2016 and 2015.
4. INVESTMENTS
Unrealized Gains and Losses
The difference between amortized cost or cost and estimated fair value and gross unrealized gains and losses, by major investment category, consisted of the following:
|
| | | | | | | | | | | | | | | | |
| | | Amortized | | Gross | | Gross | | |
| | | Cost | | Unrealized | | Unrealized | | |
| | | or Cost | | Gains | | Losses | | Fair Value |
| | | (In thousands) |
| December 31, 2017 | | | | | | | | |
| Debt securities - available-for-sale: | | | | | | | | |
| United States government obligations and authorities | | $ | 98,739 |
| | $ | 244 |
| | $ | 846 |
| | $ | 98,137 |
|
| Obligations of states and political subdivisions | | 66,319 |
| | 325 |
| | 378 |
| | 66,266 |
|
| Corporate securities | | 239,435 |
| | 2,233 |
| | 749 |
| | 240,919 |
|
| International securities | | 17,807 |
| | 136 |
| | 27 |
| | 17,916 |
|
| | | 422,300 |
| | 2,938 |
| | 2,000 |
| | 423,238 |
|
| | | | | | | | | |
| Debt securities - held-to-maturity: | | | | | | | | |
| United States government obligations and authorities | | 4,160 |
| | 9 |
| | 106 |
| | 4,063 |
|
| Corporate securities | | 1,123 |
| | 21 |
| | — |
| | 1,144 |
|
| International securities | | 66 |
| | 1 |
| | — |
| | 67 |
|
| | | 5,349 |
| | 31 |
| | 106 |
| | 5,274 |
|
| Equity securities | | 14,085 |
| | 1,628 |
| | 279 |
| | 15,434 |
|
| Total investments | | $ | 441,734 |
| | $ | 4,597 |
| | $ | 2,385 |
| | $ | 443,946 |
|
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
|
| | | | | | | | | | | | | | | | |
| | | Amortized | | Gross | | Gross | | |
| | | Cost | | Unrealized | | Unrealized | | |
| | | or Cost | | Gains | | Losses | | Fair Value |
| | | (In thousands) |
| December 31, 2016 | | | | | | | | |
| Debt securities - available-for-sale: | | | | | | | | |
| United States government obligations and authorities | | $ | 62,881 |
| | $ | 177 |
| | $ | 853 |
| | $ | 62,205 |
|
| Obligations of states and political subdivisions | | 152,823 |
| | 427 |
| | 2,067 |
| | 151,183 |
|
| Corporate | | 149,053 |
| | 1,347 |
| | 895 |
| | 149,505 |
|
| International | | 11,887 |
| | 95 |
| | 119 |
| | 11,863 |
|
| | | 376,644 |
| | 2,046 |
| | 3,934 |
| | 374,756 |
|
| | | | | | | | | |
| Debt securities - held-to-maturity: | | | | | | | | |
| United States government obligations and authorities | | $ | 4,163 |
| | $ | 22 |
| | $ | 118 |
| | $ | 4,067 |
|
| Corporate | | 1,317 |
| | 20 |
| | 2 |
| | 1,335 |
|
| International | | 71 |
| | — |
| | — |
| | 71 |
|
| | | 5,551 |
| | 42 |
| | 120 |
| | 5,473 |
|
| Equity securities | | 24,163 |
| | 5,500 |
| | 288 |
| | 29,375 |
|
| Total investments | | $ | 406,358 |
| | $ | 7,588 |
| | $ | 4,342 |
| | $ | 409,604 |
|
Net Realized Gains and Losses
The Company calculates the gain or loss realized on the sale of investments by comparing the sales price (fair value) to the cost or amortized cost of the security sold. Net realized gains and losses on investments are determined in accordance with the specific identification method.
Net realized gains, by major investment category, consisted of the following:
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| | | (In thousands) |
| Gross realized gains: | | | | | | |
| Debt securities | | $ | 1,814 |
| | $ | 3,208 |
| | $ | 1,272 |
|
| Equity securities | | 9,944 |
| | 4,264 |
| | 4,959 |
|
| Total gross realized gains | | 11,758 |
| | 7,472 |
| | 6,231 |
|
| | | | | | | |
| Gross realized losses: | | | | | | |
| Debt securities | | (1,671 | ) | | (1,614 | ) | | (805 | ) |
| Equity securities | | (1,539 | ) | | (2,813 | ) | | (1,810 | ) |
| Total gross realized losses | | (3,210 | ) | | (4,427 | ) | | (2,615 | ) |
| Net realized gains on investments | | $ | 8,548 |
| | $ | 3,045 |
| | $ | 3,616 |
|
Proceeds from sale of investment securities were $306.7 million, $229.3 million and $157.2 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
Contractual Maturity
Expected maturities and contractual maturities may differ because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Amortized cost and estimated fair value of debt securities, by contractual maturity, consisted of the following:
|
| | | | | | | | |
| | | December 31, 2017 |
| | | Amortized | | |
| | | Cost | | Fair Value |
| Securities with maturity dates: | | (In thousands) |
| Debt securities, available-for-sale: | | | | |
| One year or less | | $ | 45,949 |
| | $ | 45,879 |
|
| Over one through five years | | 194,427 |
| | 194,463 |
|
| Over five through ten years | | 177,657 |
| | 178,664 |
|
| Over ten years | | 4,267 |
| | 4,232 |
|
| | | 422,300 |
| | 423,238 |
|
| Debt securities, held-to-maturity: | | | | |
| One year or less | | 180 |
| | 180 |
|
| Over one through five years | | 4,097 |
| | 4,028 |
|
| Over five through ten years | | 1,072 |
| | 1,066 |
|
| | | 5,349 |
| | 5,274 |
|
| Total | | $ | 427,649 |
| | $ | 428,512 |
|
Net Investment Income
Net investment income consisted of the following: CEO Payout Factors
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| | | (In thousands) |
| Interest income | | $ | 9,776 |
| | $ | 7,920 |
| | $ | 6,638 |
|
| Dividends income | | 478 |
| | 1,143 |
| | 588 |
|
| Net investment income | | $ | 10,254 |
| | $ | 9,063 |
| | $ | 7,226 |
|
|
| | | | |
| Performance Metrics | Weight | Threshold | Target | Maximum |
| EBITDA | 0.25 | 1.00 | 1.75 | 2.50 |
| Expense Control | 0.25 | 1.00 | 1.75 | 2.50 |
| Discretionary component | 0.10 | 1.00 | 1.75 | 2.50 |
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
Aging of Gross Unrealized Losses
Gross unrealized losses and related fair values for debt and equity securities, grouped by duration of time in a continuous unrealized loss position, consisted of the following:2019 Long-Term Incentive Plan: CEO Payout Factors
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Less than 12 months | | 12 months or longer | | Total |
| | | | | Gross | | | | Gross | | | | Gross |
| | | Fair | | Unrealized | | Fair | | Unrealized | | Fair | | Unrealized |
| | | Value | | Losses | | Value | | Losses | | Value | | Losses |
| December 31, 2017 | | | | | | (In thousands) | | | | |
| Debt securities - available-for-sale: | | | | | | | | | | | | |
| United States government obligations | | | | | | | | | | | | |
| and authorities | | $ | 52,368 |
| | $ | 517 |
| | $ | 19,287 |
| | $ | 329 |
| | $ | 71,655 |
| | $ | 846 |
|
| Obligations of states and political subdivisions | | 32,030 |
| | 221 |
| | 5,676 |
| | 157 |
| | 37,706 |
| | 378 |
|
| Corporate | | 109,780 |
| | 625 |
| | 6,452 |
| | 124 |
| | 116,232 |
| | 749 |
|
| International | | 8,935 |
| | 27 |
| | 25 |
| | — |
| | 8,960 |
| | 27 |
|
| | | 203,113 |
| | 1,390 |
| | 31,440 |
| | 610 |
| | 234,553 |
| | 2,000 |
|
| | | |
| | |
| | |
| | |
| | |
| | |
|
| Equity securities | | 4,312 |
| | 279 |
| | — |
| | — |
| | 4,312 |
| | 279 |
|
| | | |
| | |
| | |
| | |
| | |
| | |
|
| Total investments | | $ | 207,425 |
| | $ | 1,669 |
| | $ | 31,440 |
| | $ | 610 |
| | $ | 238,865 |
| | $ | 2,279 |
|
|
| | | | |
| Performance Metrics | Weight | Threshold | Target | Maximum |
| ROE | 0.20 | 1.00 | 1.75 | 2.50 |
| Increase in Book Value Per Share | 0.20 | 1.00 | 1.75 | 2.50 |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Less than 12 months | | 12 months or longer | | Total |
| | | | | Gross | | | | Gross | | | | Gross |
| | | Fair | | Unrealized | | Fair | | Unrealized | | Fair | | Unrealized |
| | | Value | | Losses | | Value | | Losses | | Value | | Losses |
| December 31, 2016 | | | | | | (In thousands) | | | | |
| Debt securities - available-for-sale: | | | | | | | | | | |
| United States government obligations | | | | | | | | | | | | |
| and authorities | | $ | 45,255 |
| | $ | 850 |
| | $ | 111 |
| | $ | 3 |
| | $ | 45,366 |
| | $ | 853 |
|
| Obligations of states and political subdivisions | | 103,724 |
| | 2,066 |
| | 1,007 |
| | 1 |
| | 104,731 |
| | 2,067 |
|
| Corporate | | 59,970 |
| | 864 |
| | 2,427 |
| | 31 |
| | 62,397 |
| | 895 |
|
| International | | 5,925 |
| | 119 |
| | 5 |
| | — |
| | 5,930 |
| | 119 |
|
| | | 214,874 |
| | 3,899 |
| | 3,550 |
| | 35 |
| | 218,424 |
| | 3,934 |
|
| | | | | | | | | | | | | |
| Equity securities | | 4,701 |
| | 253 |
| | 434 |
| | 35 |
| | 5,135 |
| | 288 |
|
| | | | | | | | | | | | | |
| Total investments | | $ | 219,575 |
| | $ | 4,152 |
| | $ | 3,984 |
| | $ | 70 |
| | $ | 223,559 |
| | $ | 4,222 |
|
As of December 31, 2017,For our Chief Executive Officer, the Company held aresulting total of 866 debtpotential payouts are $1.0 million, $1.75 million and equity securities that were in an unrealized loss position, of which 73 securities were in an unrealized loss position continuously for 12 months or more. As of December 31, 2016,$2.5 million at Threshold, Target and Maximum, respectively, with 60% attributable to the Company held a total of 1,132 debtannual incentive and equity securities that were in an unrealized loss position, of which 36 securities were in an unrealized loss position continuously for 12 months or more. The unrealized losses associated with these securities consisted primarily of losses related40% attributable to corporate securities.the long-term incentive.
The Company holds its equity securitiesCompensation Committee maintained the EBITDA and some of its debt securities as available-for-sale and as such, these securities are recorded at fair value. The Company continually monitorsexpense control metrics in the difference between cost and the estimated fair value of its investments, which involves uncertainty as to whether declines in value are temporary in nature. If the decline of a particular investment is deemed temporary, the Company records the decline as an unrealized loss in shareholders’ equity. If the decline is deemed to be other than temporary, the Company will write the security’s cost-basis or amortized cost-basis down to the fair valueannual component of the investmentplan and recognizes an OTTI loss in the Company’s consolidated statement of operations. Additionally, any portion of such decline related
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
to debt securities that is believed to arise from factors other than credit will be recorded assupplemented it with a component of other comprehensive income rather than charged against income.
The Company’s assessment of equity securities initially involves an evaluation of all securities that are in an unrealized loss position, regardless of the duration or severity of the loss, as of the applicable balance sheet date. Such initial review consists primarily of assessing whether: (i) there has been a negative credit or news event with respect to the issuer that could indicate the existence of an OTTI; and (ii) the Company has the ability and intent to hold an equity security for a period of time sufficient to allow for an anticipated recovery (generally considered to be one year from the balance sheet date).
To the extent that an equity security in an unrealized loss position is not impaired based on the initial review described previously, the Company then evaluates such equity security by considering qualitative and quantitative factors. These factors include but are not limited to facts and circumstances specific to individual securities, asset classes, the financial condition of the issuer, changes in dividend payment, the length of time fair value had been less than cost, the severity of the decline in fair value below cost, industry outlook and the Company’s ability and intent to hold each position until its forecasted recovery.
The determination that unrealized losses on such securities were other-than-temporary was primarily based on the duration of the decline in the fair value of such securities relative to their cost as of the balance sheet date. OTTI losses were $0, $0.3 million and $0.4 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Collateral Deposits
Investments, the majority of which were debt securities, with fair values of approximately $12.9 million and $7.9 million were deposited with governmental authorities and into custodial bank accounts as required by law or contractual obligations as of December 31, 2017 and 2016, respectively.
5. REINSURANCE
Overview
Reinsurance is used to mitigate the exposure to losses, manage capacity and protect capital resources. The Company reinsures (cedes) a portion of written premiums on an excess of loss or a quota share basis in order to limit the Company’s loss exposure. To the extent that reinsuring companies are unable to meet their obligations assumed under these reinsurance agreements, the Company remain primarily liable to its policyholders.
The Company is selective in choosing reinsurers and consider numerous factors, the most important of which is the financial stability of the reinsurer or capital specifically pledged to uphold the contract, its history of responding to claims and its overall reputation. In an effort to minimize the Company’s exposure to the insolvency of a reinsurer, the Company evaluates the acceptability and review the financial condition of the reinsurer at least annuallydiscretionary factor, with the assistance of the Company’s reinsurance broker.
Significant Reinsurance Contracts
2016-2017 Reinsurance Programs
FNIC’s 2016-2017 reinsurance programs, costing $179.5 million, included $125.6 million for the private reinsurance for FNIC’s Florida exposure, including prepaid automatic premium reinstatement protection on all layers, along with $53.9 million payable to the Florida Hurricane Catastrophe Fund (“FHCF”). The combination of private and FHCF reinsurance treaties afforded FNIC with $2.2 billion of aggregate coverage with a maximum single event coverage totaling $1.6 billion, exclusive of retentions. FNIC maintained its FHCF participation at 75% for the 2016 hurricane season. FNIC’s single event pre-tax retention for a catastrophic event in Florida was $18.5 million. In addition, FNIC purchased separate underlying reinsurance layers in Louisiana, Texas, South Carolina and Alabama to cover losses and LAE outside of Florida for each catastrophic event from $8.0 million to $18.5 million. Depending on the characteristics of the catastrophic event, and the states involved, FNIC’s single event pre-tax retention could have been as low as $8.0 million. The maximum pre-tax retention was $18.5 million.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
Additionally, our private market excess of loss treaties became effective June 1, 2016 and July 1, 2016, and all private layers, except the FHCF supplemental layer reinsurance contract, have prepaid automatic reinstatement protection, which afforded us with additional coverage against multiple catastrophic events in the same hurricane season. We obtained multiple year protection for a portion of its program; as a result, some of the coverage expired on June 30, 2017, and a portion of the coverage will remain in-force one additional treaty year until June 30, 2018. These private market excess of loss treaties structure coverage into layers, with a cascading feature such that substantially all private layers attach after $18.5 million in losses for FNIC’s Florida exposure. If the aggregate limit of the preceding layer is exhausted, the next layer drops down (cascades) in its place. Additionally, any unused layer protection drops down for subsequent events until exhausted.
MNIC’s 2016-2017 catastrophe reinsurance program, which ran from either June 1 to May 31 or June 1 to June 30 (13 month period), consisted of the FHCF and private market excess of loss treaties. All private layers had prepaid automatic reinstatement protection, which afforded MNIC additional coverage, and had a cascading feature such that substantially all layers attached at $3.4 million for MNIC’s Florida exposure.
2017-2018 Reinsurance Programs
FNIC’s 2017-2018 reinsurance programs costing $173.9 million, including $124.0 million for the private reinsurance for FNIC’s Florida exposure including prepaid automatic premium reinstatement protection on all layers, along with $49.9 million payable to the FHCF. The combination of private and FHCF reinsurance treaties will afford FNIC with $2.2 billion of aggregate coverage with a maximum single event coverage totaling $1.5 billion, exclusive of retentions. FNIC maintained its FHCF participation at 75% for the 2017 hurricane season. FNIC’s single event pre-tax retention for a catastrophic event in Florida is $18.0 million, down slightly from the 2016-2017 reinsurance programs.
FNIC’s private market excess of loss treaties, covering both Florida and non-Florida exposures, became effective June 1, 2017 and July 1, 2017. All private layers have prepaid automatic reinstatement protection, except the FHCF supplemental layer reinsurance contract, which affords FNIC additional coverage for subsequent events. The reinsurance program includes multiple year protection with $89.0 million of new multiple year protection this year and $156.0 million of renewing multiple year protection from last year. As in our 2016-2017 program, these private market excess of loss treaties structure coverage into layers, with a cascading feature such that substantially all layers attach after $25.1 million in losses for FNIC’s exposure. FNIC purchased an underlying limit of protection for $7.1 million excess of $18.0 million with prepaid automatic reinstatement protection. These treaties are with reinsurers that currently have an A.M. Best Company (“A.M. Best”) or Standard & Poor’s rating of “A-” or better, or have fully collateralized their maximum potential obligations in dedicated trusts.
FNIC’s non-Florida excess of loss reinsurance treaties affords us up to an additional $21.0 million of aggregate coverage with first event coverage totaling $5.0 million and second event coverage up to $16.0 million. The non-Florida retention is lowered to $13.0 million for the first event and $2.0 million for the second event (for hurricane losses only) on a gross basis, though the retention is reduced to $6.5 million and to $1.0 million on a net basis after taking into account the profit share agreement that FNIC has with our non-affiliated managing general underwriter that writes our non-Florida property business. FNIC’s non-Florida reinsurance program cost includes $1.7 million for this private reinsurance, including prepaid automatic premium reinstatement protection.
MNIC’s 2017-2018 reinsurance program costing $5.0 million, including $3.2 million for the private reinsurance for MNIC’s Florida exposure including prepaid automatic premium reinstatement protection on all layers, along with $1.8 million payable to the FHCF. The combination of private and FHCF reinsurance treaties affords MNIC with $109.0 million of aggregate coverage with a maximum single event coverage of $64.9 million, exclusive of retentions. MNIC maintained its FHCF participation at 75% for the 2017 hurricane season.
MNIC’s private market excess of loss treaties became effective July 1, 2017, and all private layers have prepaid automatic reinstatement protection, which affords MNIC additional coverage for subsequent events, and have a cascading feature such that substantially all layers attach at $3.4 million for MNIC’s Florida exposure. These treaties are with reinsurers that currently have an A.M. Best or Standard & Poor’s rating of “A-” or better, or have fully collateralized their maximum potential obligations in dedicated trusts.
In addition to the excess of loss coverages described above, our reinsurance program also includes property quota-share treaties. One such treaty for 30% became effective July 1, 2014, and another for 10% became effective July 1, 2015 with each running for two years. The combined treaties provided up to a 40% quota-share reinsurance on all non-catastrophe homeowners property insurance claims in Florida, and 40% quota share coverage on the first $100 million of covered catastrophe losses for the homeowners property insurance program in Florida per occurrence; $200 million any one contract year. The treaties embodied an experience account and
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
are accounted for as retrospectively rated contracts whereby the estimated ultimate premium or commission is recognized over the period of the contracts.
On July 1, 2016, the 30% property quota-share treaty expired on a cut-off basis, which means as of that date we retained an incremental 30% of the underlying unearned premiums and losses. On July 1, 2017, the 10% property quota-share treaty expired on a cut-off basis, which means as of that date we retained an incremental 10% of the underlying unearned premiums and losses. The reinsurers remain liable for 30% and 10%of the paid losses occurring during the terms of the treaties, until each treaty is commuted.
On July 1, 2017, FNIC bound a new 10% quota-share on its Florida homeowners book of business, which excludes named storms. This treaty is not subject to accounting as a retrospectively rated contract.
Our private passenger automobile quota share treaties are typically one year programs which become effective at different points in the year and cover automobile policies across several states. These automobile quota share treaties cede approximately 75% of all written premiums entered into by the Company, subject to certain limitations including but not limited to premium and other caps.
Certain reinsurance agreements require FNIC and MNIC to secure the credit, regulatory and business risk. Fully funded trust agreements securing these risks for FNIC were $2.6 million as of December 31, 2017 and 2016. Fully funded trust agreements securing these risks for MNIC were $0.3 million as of December 31, 2017 and 2016.
Reinsurance Recoverable, Net
Amounts recoverable from reinsurers are recognized in a manner consistent with the claims liabilities associated with the reinsurance placement and presented on the consolidated balance sheet as reinsurance recoverables. Reinsurance recoverable, net consisted of the following:
|
| | | | | | | | |
| | | December 31, |
| | | 2017 | | 2016 |
| | | (In thousands) |
| | | | | |
| Reinsurance recoverable on paid losses | | $ | 26,256 |
| | $ | 7,451 |
|
| Reinsurance recoverable on unpaid losses | | 98,345 |
| | 40,412 |
|
| Reinsurance recoverable, net | | $ | 124,601 |
| | $ | 47,863 |
|
As of December 31, 2017, the Company has $88.0 million in reinsurance recoverables as a result of Hurricane Irma. Hurricane Irma made landfall in the United States as a Category 4 hurricane on September 10, 2017. Approximately 15% of the reinsurance recoverable at December 31, 2017, was concentrated in one reinsurer related to Hurricane Irma. This one reinsurer and all other reinsurers in our excess-of-loss reinsurance programs have an A.M. Best or Standard & Poor’s rating of “A-“ or better, or have fully collateralized their maximum potential obligations in dedicated trusts.
Net Premiums Written and Net Premiums Earned
Net premiums written and net premiums earned consisted of the following:
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| | | (In thousands) |
| Net premiums written: | | | | | | |
| Direct | | $ | 603,417 |
| | $ | 605,485 |
| | $ | 493,770 |
|
| Ceded | | (260,524 | ) | | (285,986 | ) | | (268,516 | ) |
| Net premiums written | | $ | 342,893 |
| | $ | 319,499 |
| | $ | 225,254 |
|
| | | | | | | |
| Net premiums earned: | | | | | | |
| Direct | | $ | 603,193 |
| | $ | 565,423 |
| | $ | 432,233 |
|
| Ceded | | (269,712 | ) | | (304,054 | ) | | (219,213 | ) |
| Net premiums earned | | $ | 333,481 |
| | $ | 261,369 |
| | $ | 213,020 |
|
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
6. LOSS AND LOSS ADJUSTMENT RESERVES
The liability for loss and LAE reserves is determined on an individual-case basis for all claims reported. The liability also includes amounts for unallocated expenses, anticipated future claim development and IBNR.
Activity in the liability for loss and LAE reserves is summarized as follows:
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| | | (In thousands) |
| Gross reserves, beginning of period | | $ | 158,110 |
| | $ | 97,706 |
| | $ | 78,330 |
|
| Less: reinsurance recoverable (1) | | (40,412 | ) | | (7,496 | ) | | (10,394 | ) |
| Net reserves, beginning of period | | 117,698 |
| | 90,210 |
| | 67,936 |
|
| | | | | | | |
| Incurred loss, net of reinsurance, related to: | | | | | | |
| Current year | | 245,545 |
| | 201,704 |
| | 120,005 |
|
| Prior year loss development (2) | | 13,926 |
| | 13,156 |
| | (9,466 | ) |
| Ceded losses subject to offsetting experience account adjustments (3) | | (11,914 | ) | | (17,050 | ) | | 2,171 |
|
| Prior years | | 2,012 |
| | (3,894 | ) | | (7,295 | ) |
| Total incurred loss and LAE, net of reinsurance | | 247,557 |
| | 197,810 |
| | 112,710 |
|
| | | | | | | |
| Paid loss, net of reinsurance, related to: | | | | | | |
| Current year | | 160,945 |
| | 123,364 |
| | 54,710 |
|
| Prior years | | 72,140 |
| | 46,958 |
| | 35,726 |
|
| Total paid loss and LAE, net of reinsurance | | 233,085 |
| | 170,322 |
| | 90,436 |
|
| | | | | | | |
| Net reserves, end of period | | 132,170 |
| | 117,698 |
| | 90,210 |
|
| Plus: reinsurance recoverable (1) | | 98,345 |
| | 40,412 |
| | 7,496 |
|
| Gross reserves, end of period | | $ | 230,515 |
| | $ | 158,110 |
| | $ | 97,706 |
|
| |
(1) | Reinsurance recoverable in this table includes only ceded loss and LAE reserves. |
| |
(2) | Reflects loss development from prior accident years impacting pre-tax net income. Excludes losses ceded under retrospective reinsurance treaties to the extent there is an offsetting experience account adjustment. |
| |
(3) | Reflects losses ceded under retrospective reinsurance treaties to the extent there is an offsetting experience account adjustment, such that there is no impact on pre-tax net income. |
The establishment of loss reserves is an inherently uncertain process and changes in loss reserve estimates are expected as such estimates are subject to the outcome of future events. The factors influencing changes in claim costs are often difficult to isolate or quantify and developments in paid and incurred losses from historical trends are frequently subject to multiple interpretations. Changes in estimates, or differences between estimates and amounts ultimately paid, are reflected in the operating results of the period during which such adjustments are made.
During the year ended December 31, 2017, the Company experienced $13.9 million of unfavorable loss and LAE reserve development on prior accident years primarily in its personal automobile and homeowners lines of businesses. The adverse development in personal automobile of approximately $8.0 million was driven primarily by adjustments to cession percentages in certain auto reinsurance treaties. Additionally, the adverse development in homeowners of approximately $8.0 million was primarily caused by the continued impact of assignment of benefits (“AOB”) and related ligation costs in 2015 and other accident years.
As previously disclosed, the Company entered into 30% and 10% retrospectively-rated Florida-only property quota share treaties, which ended on July 1, 2016 and 2017, respectively. These agreements included a profit share (experience account) provision, under which the Company will receive ceded premium adjustments at the end of the treaty to the extent there is a positive balance in the experience account. This experience account is based on paid losses rather than incurred losses. Due to the retrospectively-rated nature of this treaty, when the experience account is positives the Company cedes losses under these treaties as the claims are paid with an equal and offsetting adjustment to ceded premiums (in recognition of the related change to the experience account receivable),
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
with no impact on net income. Conversely, when the experience account is negative, the Company cedes losses on an incurred basis with no offsetting adjustment to ceded premiums, which impacts net income. Loss development can be either favorable or unfavorable regardless of whether the experience account is in a positive or negative position.
Beginning in 2017, for purposesannual component comprising 60% of the total incurred loss, net of reinsurance line within this disclosure, the Company has classified paid losses related to these retrospectively rated quota share treaties which were ceded during the indicated year but relating to a prior accident year in a separate line. The related amounts in the previous year have been adjusted to conform to this presentation. Prior to 2017, these amounts were included in the current year incurred line item in the table above. Total amounts of incurred losses presented for 2016 and 2015 remain unchanged.
During the year ended December 31, 2016, the Company experienced unfavorable loss and LAE reserve development on prior accident years primarily in its all other peril homeowners coverage in Florida. In the first half of 2016, the Company began to experience a new and higher level of AOB claims both in frequency and severity in our homeowners business in Florida, which caused adverse experience on the loss activity in accident years 2015 and 2016. This increased level of AOB claimsincentive plan. ROE was the significant driver in the Company’s decision to increase the Company’s 2015 accident year reserves relatedmoved to the Company’s homeowners Florida policies.
AOB is a legal construct that allows a third party to step intolong-term component with increase in book value per share, with the shoeslong-term component comprising 40% of the insuredtotal incentive plan. With these changes, the Compensation Committee believes the 2019 incentive plan appropriately balances our Chief Executive Officer’s focus on both the short-term and is then paid directly by an insurance company for services rendered on behalflong-term success of the insured for a covered loss. Absent an AOB, the insured would pay the third party and those costs would be reimbursed by the insurance company to the insured. AOB is commonly used when a homeowner experiences a water loss, for example a leaky pipe, an overflow from a sink, or a damaged appliance, and contacts a contractor or water remediation company.
Misuse of this legal construct has led to contractors over inflating costs of claims and/or submitting improper claims, causing insurance companies to have to either pay the overinflated claim, fight the claim in court, or both. In all cases, AOB claims cost the insurance company, on average, more than five times the cost to settle non-AOB claims, which has been a primary driver the increase to our overall loss and loss adjustment in comparison to historical severity averages.
Although the concept of AOB had been around for several years prior to 2016, the Company had a relatively low level of AOB claims in the accident years prior to 2016 and the related adverse impact of AOB claims had a marginal impact on the Company’s overall loss experience. Given the nature of AOB claims, it is difficult to identify the number of outstanding or expected AOB claims as the third parties may not step into the shoes of the insured or may not identify itself to the Company until later on in the claim processing cycle. This delay in identifying AOB claims creates a challenge in estimating the Company’s loss reserves, as capturing the incremental costs to settle AOB claims as part of the Company’s calculation of estimated loss reserves at the end of the year.
Accordingly, the challenge described above together with the change in the Company’s historical trend on AOB claims were the main drivers of the prior year development in 2016.
During the year ended December 31, 2015, the Company experienced a redundancy on prior year accident years primarily a result of continued favorable loss experience (mostly caused by severity in reported claims) in the Company’s all other peril homeowners coverage caused in part by the absence of severe weather in Florida. Specifically, the Company has experienced better severity than expected in 2013 and 2014 accident years.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
The following tables provide incurred losses and ALAE and cumulative paid losses and ALAE, net of reinsurance, for the prior 10 accident years, and the total of IBNR reserves plus expected development on reported claims and the cumulative number of reported claims (in thousands, except number of reported claims and severity), as of the most recent reporting period, by the Company’s significant lines of business, which are Homeowners, Commercial General Liability and Automobile.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | IBNR & Expected | Cumulative | |
| | | Homeowners Incurred Losses and ALAE, Net of Reinsurance | Development on | Number of | |
| | | For the Years Ended December 31, | Reported Claims | Reported Claims (1) | Severity (2) |
| | | (Unaudited) | | | | |
| Accident Year | | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2017 | 2017 | 2017 |
| 2008 | | 18,305 |
| 15,784 |
| 15,811 |
| 15,977 |
| 15,659 |
| 16,021 |
| 15,661 |
| 15,604 |
| 15,609 |
| 15,608 |
| 5 |
| 1,710 |
| 9,125 |
|
| 2009 | | | 26,228 |
| 25,618 |
| 25,955 |
| 26,482 |
| 27,015 |
| 27,041 |
| 27,119 |
| 27,163 |
| 27,173 |
| 104 |
| 2,334 |
| 11,598 |
|
| 2010 | | | | 24,825 |
| 25,056 |
| 26,151 |
| 27,895 |
| 28,968 |
| 29,407 |
| 29,945 |
| 30,459 |
| 35 |
| 2,389 |
| 12,735 |
|
| 2011 | | | | | 20,492 |
| 21,344 |
| 23,007 |
| 23,932 |
| 24,582 |
| 25,957 |
| 26,143 |
| 27 |
| 2,423 |
| 10,778 |
|
| 2012 | | | | | | 23,032 |
| 23,301 |
| 24,186 |
| 24,468 |
| 25,889 |
| 26,356 |
| 14 |
| 2,677 |
| 9,840 |
|
| 2013 | | | | | | | 43,807 |
| 42,021 |
| 35,834 |
| 35,859 |
| 37,185 |
| 402 |
| 3,415 |
| 10,771 |
|
| 2014 | | | | | | | | 64,312 |
| 63,300 |
| 61,770 |
| 62,206 |
| 1,730 |
| 7,564 |
| 7,995 |
|
| 2015 | | | | | | | | | 99,497 |
| 92,411 |
| 95,129 |
| 6,260 |
| 13,292 |
| 6,686 |
|
| 2016 | | | | | | | | | | 171,264 |
| 162,043 |
| 18,842 |
| 26,562 |
| 5,391 |
|
| 2017 | | | | | | | | | | | 202,844 |
| 81,261 |
| 54,717 |
| 2,222 |
|
| | | | | | | | | | | Total | $ | 685,146 |
| | | |
(1) The cumulative number of reported claims is measured by individual claimant at a coverage level.
(2) Calculated severity amounts by accident year are based on inception-to-date incurred less IBNR and expected development dollars on reported claims. Note the older accident years are more developed than recent accident years.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
|
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | Homeowners Cumulative Paid Losses and ALAE, Net of Reinsurance |
| | | For the Years Ended December 31, |
| | | (Unaudited) | |
| Accident Year | | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 |
| 2008 | | 9,477 |
| 13,832 |
| 14,689 |
| 15,190 |
| 15,308 |
| 15,445 |
| 15,595 |
| 15,583 |
| 15,587 |
| 15,587 |
|
| 2009 | | | 15,047 |
| 23,095 |
| 24,657 |
| 26,007 |
| 26,462 |
| 26,831 |
| 26,927 |
| 26,982 |
| 27,049 |
|
| 2010 | | | | 14,052 |
| 21,350 |
| 24,730 |
| 26,886 |
| 27,984 |
| 29,092 |
| 29,739 |
| 30,376 |
|
| 2011 | | | | |
| 11,119 |
| 19,250 |
| 21,323 |
| 22,723 |
| 24,047 |
| 25,580 |
| 25,982 |
|
| 2012 | | | | | | 13,693 |
| 20,728 |
| 23,120 |
| 23,923 |
| 25,186 |
| 26,113 |
|
| 2013 | | | | | | |
| 19,986 |
| 31,606 |
| 33,867 |
| 35,123 |
| 35,803 |
|
| 2014 | | | | | | | | 37,033 |
| 53,831 |
| 57,891 |
| 59,722 |
|
| 2015 | | | | | | | | |
| 52,214 |
| 79,359 |
| 86,647 |
|
| 2016 | | | | | | | | |
| |
| 102,556 |
| 142,716 |
|
| 2017 | | | | | | | | | | | 135,589 |
|
| | | | | | | | | | | | $ | 585,584 |
|
| | | | | | | | | | | | |
| All outstanding liabilities for unpaid claims and ALAE prior to 2008, net of reinsurance | | 88 |
|
| Total outstanding liabilities for unpaid claims and ALAE, net of reinsurance | | $ | 99,650 |
|
The following table provides supplementary information about the average annual percentage payout of incurred losses and ALAE, net of reinsurance, for Homeowners policies, as of December 31, 2017:
|
| | | | | | | | | | | | | | | | | | | | | |
| | | Average Annual Payout of Losses and ALAE, Net of Reinsurance |
| | | (Unaudited) |
| | | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
| Homeowners | | 55.8 | % | 25.2 | % | 6.9 | % | 3.8 | % | 2.8 | % | 3.0 | % | 1.2 | % | 0.9 | % | 0.2 | % | — | % |
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | IBNR & Expected | Cumulative | |
| | | Commercial General Liability Incurred Losses and ALAE, Net of Reinsurance | Development on | Number of | |
| | | For the Years Ended December 31, | Reported Claims | Reported Claim | Severity |
| | | (Unaudited) | | | | |
| Accident Year | | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2017 | 2017 | 2017 |
| 2008 | | 16,615 |
| 17,448 |
| 17,271 |
| 17,260 |
| 16,083 |
| 15,584 |
| 16,297 |
| 16,839 |
| 18,453 |
| 20,039 |
| — |
| 1,553 |
| 12,903 |
|
| 2009 | | | 13,297 |
| 12,397 |
| 12,220 |
| 11,943 |
| 9,270 |
| 10,192 |
| 10,466 |
| 11,081 |
| 11,621 |
| — |
| 899 |
| 12,927 |
|
| 2010 | | | | 8,552 |
| 7,582 |
| 7,474 |
| 7,045 |
| 7,535 |
| 7,597 |
| 7,645 |
| 7,809 |
| — |
| 673 |
| 11,603 |
|
| 2011 | | | | | 6,436 |
| 5,854 |
| 4,749 |
| 4,603 |
| 4,760 |
| 5,409 |
| 6,254 |
| 136 |
| 856 |
| 7,147 |
|
| 2012 | | | | | | 5,279 |
| 4,952 |
| 4,801 |
| 4,700 |
| 4,658 |
| 4,346 |
| 127 |
| 452 |
| 9,334 |
|
| 2013 | | | | | | | 7,095 |
| 5,069 |
| 5,221 |
| 5,502 |
| 5,704 |
| 129 |
| 523 |
| 10,660 |
|
| 2014 | | | | | | | | 7,475 |
| 7,709 |
| 6,384 |
| 6,620 |
| 178 |
| 578 |
| 11,145 |
|
| 2015 | | | | | | | | | 8,082 |
| 7,008 |
| 6,020 |
| 260 |
| 660 |
| 8,727 |
|
| 2016 | | | | | | | | | | 10,727 |
| 5,809 |
| 658 |
| 617 |
| 8,348 |
|
| 2017 | | | | | | | | | | | 8,289 |
| 4,038 |
| 391 |
| 10,872 |
|
| | | | | | | | | | | Total | $ | 82,511 |
| | | |
|
| | | | | | | | | | | | | | | | | | | | | | |
| | | Commercial General Liability Paid Losses and ALAE, Net of Reinsurance |
| | | For the Years Ended December 31, |
| | | (Unaudited) | |
| Accident Year | | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 |
| 2008 | | 2,324 |
| 6,491 |
| 8,856 |
| 10,980 |
| 12,768 |
| 14,662 |
| 15,389 |
| 16,122 |
| 17,716 |
| 19,693 |
|
| 2009 | | |
| 2,253 |
| 4,236 |
| 6,466 |
| 7,384 |
| 8,046 |
| 8,593 |
| 10,130 |
| 10,454 |
| 11,308 |
|
| 2010 | | |
| |
| 1,187 |
| 2,279 |
| 3,855 |
| 5,553 |
| 6,363 |
| 7,238 |
| 7,382 |
| 7,631 |
|
| 2011 | | |
| |
| |
| 764 |
| 2,763 |
| 3,366 |
| 3,673 |
| 4,246 |
| 4,866 |
| 5,831 |
|
| 2012 | | |
| | | | 871 |
| 1,714 |
| 2,632 |
| 3,342 |
| 3,686 |
| 3,841 |
|
| 2013 | | |
| | | | |
| 882 |
| 2,233 |
| 3,366 |
| 3,867 |
| 4,606 |
|
| 2014 | | |
| | | | | | 717 |
| 2,593 |
| 3,855 |
| 4,375 |
|
| 2015 | | |
| | | | | | |
| 798 |
| 2,296 |
| 3,249 |
|
| 2016 | | |
| | | | | | |
| |
| 1,515 |
| 3,657 |
|
| 2017 | | |
| | | | | | | | | 1,592 |
|
| | | | | | | | | | | Total | $ | 65,783 |
|
| | | | | | | | | | | | |
| All outstanding liabilities for unpaid claims and ALAE prior to 2008, net of reinsurance | | 383 |
|
| Total outstanding liabilities for unpaid claims and ALAE, net of reinsurance | | $ | 17,111 |
|
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
The following table provides supplementary information about the average annual percentage payout of incurred losses and ALAE, net of reinsurance, for Commercial General Liability policies, as of December 31, 2017:
|
| | | | | | | | | | | | | | | | | | | | | |
| | | Average Annual Payout of Losses and ALAE, Net of Reinsurance |
| | | (Unaudited) |
| | | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
| Commercial General Liability | | 13.9 | % | 20.3 | % | 14.3 | % | 9.6 | % | 7.8 | % | 7.3 | % | 6.5 | % | 2.9 | % | 6.9 | % | 8.8 | % |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | IBNR & Expected | Cumulative | |
| | | Automobile Incurred Losses and ALAE, Net of Reinsurance | Development on | Number of | |
| | | For the Years Ended December 31, | Reported Claims | Reported Claims | Severity |
| | | (Unaudited) | | | | |
| Accident Year | | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2017 | 2017 | 2017 |
| 2008 | | 752 |
| 615 |
| 562 |
| 561 |
| 572 |
| 554 |
| 554 |
| 554 |
| 554 |
| 554 |
| — |
| 170 |
| 3,259 |
|
| 2009 | | | 272 |
| 267 |
| 259 |
| 264 |
| 258 |
| 243 |
| 243 |
| 243 |
| 243 |
| — |
| 63 |
| 3,857 |
|
| 2010 | | | | 2,823 |
| 2,963 |
| 3,111 |
| 3,088 |
| 3,044 |
| 3,035 |
| 3,059 |
| 3,041 |
| — |
| 1,139 |
| 2,670 |
|
| 2011 | | | | | 3,580 |
| 3,350 |
| 2,954 |
| 2,912 |
| 2,762 |
| 2,848 |
| 2,796 |
| — |
| 918 |
| 3,046 |
|
| 2012 | | | | | | 1,735 |
| 1,741 |
| 1,717 |
| 1,424 |
| 1,455 |
| 1,491 |
| — |
| 918 |
| 1,624 |
|
| 2013 | | | | | | | 1,517 |
| 1,863 |
| 1,826 |
| 1,829 |
| 2,161 |
| 61 |
| 3,533 |
| 594 |
|
| 2014 | | | | | | | | 2,038 |
| 3,213 |
| 3,551 |
| 4,315 |
| — |
| 6,109 |
| 706 |
|
| 2015 | | | | | | | | | 3,045 |
| 2,882 |
| 2,781 |
| 49 |
| 6,883 |
| 397 |
|
| 2016 | | | | | | | | | | 13,414 |
| 20,205 |
| 1,258 |
| 40,384 |
| 469 |
|
| 2017 | | | | | | | | | | | 20,411 |
| 8,912 |
| 23,557 |
| 488 |
|
| | | | | | | | | | | Total | $ | 57,998 |
| | | |
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
|
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | Automobile Paid Losses and ALAE, Net of Reinsurance |
| | | For the Years Ended December 31, |
| | | (Unaudited) | |
| Accident Year | | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 |
| 2008 | | 442 |
| 513 |
| 519 |
| 541 |
| 554 |
| 554 |
| 554 |
| 554 |
| 554 |
| 554 |
|
| 2009 | | |
| 61 |
| 218 |
| 220 |
| 225 |
| 241 |
| 243 |
| 243 |
| 243 |
| 243 |
|
| 2010 | | |
| |
| 1,713 |
| 2,482 |
| 2,715 |
| 2,863 |
| 2,942 |
| 2,978 |
| 2,984 |
| 3,035 |
|
| 2011 | | |
| |
| |
| 1,417 |
| 2,381 |
| 2,562 |
| 2,644 |
| 2,726 |
| 2,755 |
| 2,755 |
|
| 2012 | | |
| | | | 867 |
| 1,293 |
| 1,333 |
| 1,384 |
| 1,393 |
| 1,430 |
|
| 2013 | | |
| | | | |
| 907 |
| 1,609 |
| 1,906 |
| 2,069 |
| 2,109 |
|
| 2014 | | |
| | | | | | 1,455 |
| 3,120 |
| 3,678 |
| 4,122 |
|
| 2015 | | |
| | | | | | |
| 1,393 |
| 2,293 |
| 2,670 |
|
| 2016 | | |
| | | | | | |
| |
| 8,084 |
| 17,258 |
|
| 2017 | | |
| | | | | | | | | 12,821 |
|
| | | | | | | | | | | Total | $ | 46,997 |
|
| | | | | | | | | | | | |
| All outstanding liabilities for unpaid claims and ALAE prior to 2008, net of reinsurance | | 29 |
|
| Total outstanding liabilities for unpaid claims and ALAE, net of reinsurance | | $ | 11,030 |
|
The following table provides supplementary information about the average annual percentage payout of incurred losses and ALAE, net of reinsurance, for Automobile policies, as of December 31, 2017:
|
| | | | | | | | | | | | | | | | | | | | | |
| | | Average Annual Payout of Losses and ALAE, Net of Reinsurance |
| | | (Unaudited) |
| | | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
| Automobile | | 45.4 | % | 35.6 | % | 8.8 | % | 5.6 | % | 2.1 | % | 1.2 | % | 0.1 | % | 1.2 | % | — | % | — | % |
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
The reconciliation of the net incurred and paid development tables to the liability for unpaid losses and LAE in the consolidated balance sheets is as follows:
|
| | | | | | | | |
| | | As of December 31, |
| | | 2017 | | 2016 |
| | | (In thousands) |
| Liabilities for unpaid losses and LAE: | | | | |
| Homeowners | | $ | 99,650 |
| | $ | 87,955 |
|
| Commercial general liability | | 17,111 |
| | 21,790 |
|
| Automobile | | 11,030 |
| | 7,792 |
|
| Flood | | — |
| | — |
|
| Total liabilities for unpaid losses and LAE, net of reinsurance | | 127,791 |
| | 117,537 |
|
| | | | | |
| Reinsurance recoverables: | | | | |
| Homeowners | | 81,852 |
| | 20,968 |
|
| Commercial general liability | | — |
| | 35 |
|
| Automobile | | 15,360 |
| | 19,201 |
|
| Flood | | 1,133 |
| | 208 |
|
| Total reinsurance recoverables | | 98,345 |
| | 40,412 |
|
| | | | | |
| Unallocated loss adjustment expenses | | 4,379 |
| | 161 |
|
| Gross liability for unpaid losses and LAE | | $ | 230,515 |
| | $ | 158,110 |
|
Management establishes a liability on an aggregate basis to provide for the estimated IBNR. The estimates of the liability for loss and LAE reserves are subject to the effect of trends in claims severity and frequency and are continually reviewed. As part of this process, we review historical data and consider various factors, including known and anticipated legal developments, inflation and economic conditions. As experience develops and other data become available, these estimates are revised, as required, resulting in increases or decreases to the existing liability for loss and LAE reserves. Adjustments are reflected in results of operations in the period in which they are made and the liabilities may deviate substantially from prior estimates.
Various actuarial methods are utilized to determine the reserves that are booked to our financial statements. Weightings of tests and methods at a detailed level may change from evaluation to evaluation based on a number of observations, measures and time elements. On an overall basis, changes to methods and/or assumptions underlying reserve estimations and selections as of December 31, 2017 and 2016, were not considered material.
IBNR reserves are established for the quarter and year-end based on a quarterly reserve analysis by our actuarial staff. Various standard actuarial tests are applied to subsets of the business at a line of business and coverage basis. Included in the analyses are the following:
Reported Loss Development Method: A reported loss development pattern is calculated based on historical loss development data, and this pattern is then used to project the latest evaluation of cumulative reported losses for each accident year or underwriting year, as appropriate, to ultimate levels;
Paid Development Method: A paid loss development pattern is calculated based on historical paid loss development data, and this pattern is then used to project the latest evaluation of cumulative paid losses for each accident year or underwriting year, as appropriate, to ultimate levels;
Expected Loss Ratio Method: Expected loss ratios are applied to premiums earned, based on historical company experience, or historical insurance industry results when company experience is deemed not to be sufficient; and
Bornhuetter-Ferguson Method: The results from the Expected Loss Ratio Method are essentially blended with either the Reported Loss Development Method or the Paid Development Method.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
7. LONG-TERM DEBT
Long-term debt consisted of the following:
|
| | | | | | | |
| | December 31, |
| | 2017 | | 2016 |
| | (In thousands) |
| Senior Unsecured Floating Rate Notes, due December 31, 2027, net of deferred financing | | | |
| costs of $377 | $ | 24,623 |
| | $ | — |
|
| Senior Unsecured Fixed Rate Notes, due December 31, 2022, net of deferred financing | | | |
| costs of $302 | 19,698 |
| | — |
|
| Debt from consolidated VIE, due March 17, 2021, net of deferred financing costs of | | | |
| $70 and $91, respectively | 4,930 |
| | 4,909 |
|
| Total long-term debt, net | $ | 49,251 |
| | $ | 4,909 |
|
Senior Unsecured Notes
On December 28, 2017, the Company completed a private offering and issued $25.0 million principal amount of Senior Unsecured Floating Rate Notes due 2027 (the “2027 Notes”), pursuant to an indenture dated as of December 28, 2017 (the “Indenture”), as supplemented by a supplemental indenture dated as of December 28, 2017 (“Supplemental Indenture No. 1”).The 2027 Notes bear interest, payable quarterly in arrears, at 7% above three-month LIBOR, on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 2018. Principal will be payable in full at maturity on December 31, 2027. The interest rate payable on the 2027 Notes will increase to 8% above the three-month LIBOR during the occurrence of certain events as defined in the Indenture (generally, non-compliance with certain covenants for more than 60 days, or the occurrence of an event of default). The 2027 Notes may be redeemed in whole or in part at a price in cash equal to 102% of the principal amount thereof, plus any accrued and unpaid interest, in the first two years after issuance, 101% of the principal amount thereof, plus any accrued and unpaid interest, in the third through fifth years after issuance, and at 100% of the principal amount thereof, plus any accrued and unpaid interest, after the fifth year after issuance.
On December 29, 2017, the Company closed an additional tranche of $20.0 million of Senior Unsecured Fixed Rate Notes due 2022 (the “2022 Notes”), pursuant to the Indenture, as supplemented by a supplemental indenture dated as of December 29, 2017 (“Supplemental Indenture No. 2”). The 2022 Notes bear interest payable quarterly in arrears at 8.375%, on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 2018. The interest rate payable on the 2022 Notes will increase by an additional 50 basis points for each notch downgrade of the Company below “BBB” by Egan Jones Rating Company or successor rating agency. Principal on the 2022 Notes will be payable in full at maturity on December 31, 2022. The 2022 Notes may not be early-redeemed by the Company.
If a changeThe Compensation Committee determined that Mr. Braun will receive no increase in controlbase salary for 2019 when determining the minimum, target and maximum percentages of base salary for his 2019 incentive compensation plan. In addition, the Compensation Committee believes that our Chief Executive Officer’s prospective maximum payout under his annual and long-term incentive compensation plan for 2019 is well within the range of the Company,actual awards made by the Company’s direct peer group. The Compensation Committee believes that the Company’s performance measures, as defined inamended, are appropriate when compared to the Indenture, occurs, the holders of the 2027 Notes and 2022 Notes will have the right to require the Company to purchase all or a portion of their notes at a price in cash equal to 102% of the principal amount thereof, plus any accrued but unpaid interest.Company’s broader peer group as well.
The 2027 Notestotal payout for both the annual and 2022 Notes are senior unsecured obligationslong-term incentive bonuses on a combined basis will be based on Mr. Braun’s base salary of $1,000,000 for 2019, at the Companythreshold, target and maximum payout factors indicated in the table below. No payouts will rank equally with all ofbe made under the annual incentive plan unless the Company’s other future senior unsecured indebtedness. The Indenture, as supplemented2019 net income is above a minimum threshold pre-determined by Supplemental Indenture No. 1 and Supplemental Indenture No. 2, includes customary covenants and events of default. Among other things, the covenants: (a) restrict the ability of the Company and its subsidiaries to incur additional indebtedness or make restricted payments under certain circumstances; (b) limit the Company and its subsidiaries from creating, incurring or assuming liens other than permitted liens as defined in the indenture; (c) require the Company to maintain certain levels of reinsurance coverage while the notes remain outstanding; and (d) maintain certain financial covenants.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
Other Long-Term Debt
On March 17, 2015, Monarch Holding, a wholly owned subsidiary of Monarch Delaware, the Company’s consolidated VIE, issued a promissory note with a principal amount of $5.0 million bearing 6% annual interest, due March 17, 2021, with interest payable on an annual basis due March 17 each year. The debt was issued to TransRe and is being carried at the unpaid principal balance net of deferred financing costs; any accrued and unpaid interest is recognized in other liabilities in the consolidated statement of operations.
The Company’s estimated annual aggregate amount of debt maturities includes the following:
|
| | | | |
| | | Aggregate |
| For the Years Ending December 31, | | Debt Maturities |
| | | (In thousands) |
| 2018 | | $ | — |
|
| 2019 | | — |
|
| 2020 | | — |
|
| 2021 | | 5,000 |
|
| 2022 | | 20,000 |
|
| Thereafter | | 25,000 |
|
| Total debt maturities | | 50,000 |
|
| Less: Deferred financing costs | | (749 | ) |
| Total debt maturities, net | | $ | 49,251 |
|
8. INCOME TAXES
The components of income tax expense include the following:
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| | | (In thousands) |
| Federal: | | | | | | |
| Current | | $ | 2,431 |
| | $ | 5,076 |
| | $ | 15,523 |
|
| Deferred | | 810 |
| | (4,714 | ) | | 5,515 |
|
| Federal income tax expense | | 3,241 |
| | 362 |
| | 21,038 |
|
| State: | | | | | | |
| Current | | 494 |
| | 674 |
| | 2,489 |
|
| Deferred | | (150 | ) | | (494 | ) | | 562 |
|
| State income tax expense | | 344 |
| | 180 |
| | 3,051 |
|
| Total income tax expense | | $ | 3,585 |
| | $ | 542 |
| | $ | 24,089 |
|
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
The actual income tax expense differs from the “expected” income tax expense (computed by applying the combined applicable effective federal and state tax rates to income before income tax expense) as follows:
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| | | (In thousands) |
| Computed expected tax expense provision, at federal rate | | $ | 3,124 |
| | $ | 631 |
| | $ | 22,031 |
|
| State tax, net of federal tax benefit | | 187 |
| | 50 |
| | 2,222 |
|
| Tax-exempt interest | | (429 | ) | | (571 | ) | | (445 | ) |
| Income subject to dividends-received deduction | | (76 | ) | | (219 | ) | | (109 | ) |
| Return to provision | | 329 |
| | 183 |
| | 119 |
|
| Rate changes | | 297 |
| | (38 | ) | | — |
|
| Executive compensation | | 185 |
| | 382 |
| | 203 |
|
| Meals and entertainment | | 76 |
| | 130 |
| | — |
|
| Other | | (108 | ) | | (6 | ) | | 68 |
|
| Total income tax expense | | $ | 3,585 |
| | $ | 542 |
| | $ | 24,089 |
|
The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to reducing the U.S. federal corporate tax rate from 35% to 21%. SAB No. 118 provides guidance on accounting for the tax effects of the Tax Act and a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under the FASB’s Accounting Standard Codification (“ASC”) 740 — Income Taxes (“ASC 740”). In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. In connection with the Company’s analysis of the impact of the Tax Act, the Company recorded a discrete provisional net tax expense of $0.3 million for the year ended December 31, 2017. This estimated net expense primarily consists of the U.S. federal rate reduction from 35% to 21% applied to the net deferred tax asset.Compensation Committee.
The Company does not have a valuation allowance as of December 31, 2017provide earnings guidance, and 2016.accordingly has not disclosed the specific measurement points for the performance metrics. After performance for the 2019 fiscal year has been determined, the Company intends to disclose its results with respect to these performance metrics in its 2020 proxy statement.
TheCompensation of our Chief Financial Officer. For 2018, our Chief Financial Officer, Ronald A. Jordan, received an annual base salary of $290,000. He was also entitled to receive for 2018 an annual bonus, payable in stock and cash, with a target of 75% of his base salary and a maximum range of 112.5% of his base salary subject to the same performance criteria detailed above for the Chief Executive Officer. As described above, the Company recognizes accrued interestexceeded the Threshold performance level for only the expense control metric, resulting in a calculated payment of $35,163. In light of Mr. Jordan’s contributions during 2018, including the continued strengthening of the Company’s reporting and penalties relatedanalytical capabilities and internal controls, success in raising $45 million in debt to unrecognized tax benefits in income taxfacilitate our first quarter 2018 buyout of the Monarch joint ventures partners, and achievement of expense inreductions, the consolidated statements of operations and statements of comprehensive income (loss). For the years ended December 31, 2017, 2016 and 2015,Compensation Committee increased Mr. Jordan’s 2018 bonus to $100,000.
As described above, the Company did not recognize any expenseachieve the Threshold level of either of the annually measured metrics used in our long-term bonus plan during 2018. As a result, Mr. Jordan forfeited 1,482 performance-based shares (or $24,000 based on the grant date share price) that had been granted for accrued interest and penalties related to unrecognized tax benefits. For2018 under the years ended December 31, 2017, 2016 and 2015, the Company recognized income tax expense related to an uncertain tax position of $0, $0.4 million and $0.2 million, respectively.long-term plan.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
Deferred income taxes reflect the net tax effects100% of temporary differences between the carrying amountsMr. Jordan’s base salary of assets and liabilities for financial reporting purposes$325,000, Threshold level payout of 50% of base salary and the amounts used forMaximum payout will be 150% of base salary, on a combined basis. No payouts will be made under the annual incentive plan unless the Company’s 2018 net income tax purposes. Significant componentsis above a minimum threshold pre-determined by the Compensation Committee. In addition, in light of the Company’s net deferred tax asset (liability) includefact that Mr. Jordan received no shares at year end 2017, nor were any shares vested for 2018 under the following:
|
| | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 |
| | | (In thousands) |
| Deferred tax assets: | | | | |
| Unearned premiums | | $ | 9,543 |
| | $ | 13,975 |
|
| Unpaid losses and loss adjustment expenses | | 1,050 |
| | 1,869 |
|
| Accrued expenses | | 689 |
| | 692 |
|
| Net operating loss carryforwards | | 1,567 |
| | 7 |
|
| Deferred revenue | | — |
| | 2,637 |
|
| Share-based compensation | | 255 |
| | — |
|
| Other | | 123 |
| | 152 |
|
| Total deferred tax assets | | 13,227 |
| | 19,332 |
|
| | | | | |
| Deferred tax liabilities: | | | | |
| Deferred acquisition costs | | (11,742 | ) | | (17,493 | ) |
| Depreciation and amortization | | (548 | ) | | (718 | ) |
| Unrealized gains on investment securities | | (600 | ) | | (1,277 | ) |
| Other | | (30 | ) | | (97 | ) |
| Total deferred tax liabilities | | (12,920 | ) | | (19,585 | ) |
| | | | | |
| Deferred tax asset (liability), net | | $ | 307 |
| | $ | (253 | ) |
The Company files2018 Long-Term Incentive, as a federal income tax return and various state and local tax returns. The Company’s consolidated federal and state income tax returns for 2014 - 2016 are open for review byretention tool, the Internal Revenue Service (“IRS”) and other state taxing authorities. Monarch Holding, a wholly owned subsidiaryCompensation Committee granted Mr. Jordan $100,000 of Monarch Delaware,restricted stock (5,546 shares, based on the Company’s consolidated VIE, was audited by the IRS for the tax year 2016 and there were no findings.
grant date fair value of $18.03) that will vest over five years.
9. COMMITMENTS AND CONTINGENCIES
Litigation and Legal Proceedings
In the ordinary course of business, the Company is involved in various legal proceedings, specifically claims litigation. The Company’s insurance subsidiaries participate in most of these proceedings by either defending third-party claims brought against insureds or litigating first-party coverage claims. The Company accounts for such activity through the establishment of loss and LAE reserves. The Company’s management believes that the ultimate liability, if any, with respect to such ordinary-course claims litigation, after consideration of provisions made for potential losses and costs of defense, is immaterial to the Company’s consolidated financial statements. The Company is also occasionally involved in other legal and regulatory proceedings, some of which may assert claims for substantial amounts, making the Company party to individual actions in which extra contractual damages, punitive damages or penalties, such as claims alleging bad faith in the handling of insurance claims, are sought.
The Company reviews the outstanding matters, if any, on a quarterly basis. The Company accrues for estimated losses and contingent obligations in the consolidated financial statements if and when the obligation or potential loss from any litigation, legal proceeding or claim is considered probable and the amount of the potential exposure is reasonably estimable. The Company records such probable and estimable losses, through the establishment of legal expense reserves. As events evolve, facts concerning litigation and contingencies become know and as additional information becomes available, the Company’s management reassesses its potential liabilities related to pending claims and litigation and may revise its previous estimates and make appropriate adjustment to the financial statements. Estimates that require judgment are subject to change and are based on management’s assessment, including the advice of legal counsel, the expected outcome of litigation and legal proceedings or other dispute resolution proceedings or the expected resolution of contingencies. The Company’s management believes that the Company’s accruals for probable and estimable losses are reasonable and that the amounts accrued do not have a material effect on the Company’s consolidated financial statements.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
The Company is a party to a Co-Existence Agreement effective as of August 30, 2013 (the “Co-Existence Agreement”) with Federated Mutual Insurance Company (“Mutual”) pursuant to which we agreed to certain restrictions on its use of the word “FEDERATED” without the word “NATIONAL” when referring to the Company and FNIC. In response to Mutual’s allegations that our use of the word “FED” as part of our federally registered “FEDNAT” trademark infringes on Mutual’s federal and common law trademark rights, in July 2016 we filed a declaratory judgment action for non-infringement of trademark in the U.S. District Court for the Southern District of Florida seeking a declaration that our federally registered trademark “FEDNAT” does not infringe any alleged trademark rights of Mutual and that Mutual does not own any trademark rights to the name or mark “FED” in connection with insurance services outside of Owatonna, Minnesota. In response to Mutual’s demand for arbitration against us alleging a breach of the Co-Existence Agreement, on February 16, 2018 the arbitrator agreed that our “FEDNAT” trademark does not infringe on Mutual’s federal or common law trademark rights. As a result, we have begun the process of re-branding the Company to use the FEDNAT name. The arbitrator also required us to cease using the Federated National name within 90 days. Unless the Company is able to reach agreement with Mutual regarding the timing of the name change, the Company intends to challenge that portion of the arbitration award in federal court.
On March 2, 2017, the Company filed a complaint in Broward County, Florida court to enforce the terms of the restrictive covenants set forth in the Amended and Restated Non-Competition, Non-Disclosure and Non-Solicitation Agreement dated August 5, 2013, as amended, entered into between Peter J. Prygelski, III and our company during Mr. Prygelski’s employment with us and set forth in the separation agreement he entered into in connection with his separation from our company. We believe that he accepted employment with a competitor in contravention of these restrictive covenants and therefore we are seeking injunctive relief, declaratory relief and damages. Prygelski has also filed an arbitration seeking declaratory relief as to his obligations under the above-referenced agreements and to recover the remainder of his severance and health insurance premium reimbursements. Because we are seeking monetary relief, we have filed a counterclaim in the arbitration seeking damages and recovery of separation payments. The litigation seeking injunctive relief and the companion arbitration related to damages are ongoing. The final hearing on the arbitration is scheduled for May 14, 2018. There can be no assurances as to the outcome of this matter.
Assessment Related Activity
The Company operates in a regulatory environment where certain entities and organizations have the authority to require us to participate in assessments. Currently these entities and organizations include: Florida Insurance Guaranty Association (“FIGA”), Citizens Property Insurance Corporation (“Citizens”), FHCF, Florida Joint Underwriters Insurance Association (“JUA”), Georgia Insurers Insolvency Pool (“GIIP”), Special Insurance Fraud Fund (“SIIF”), Fair Access to Insurance Requirements Plan (“FAIRP”), Georgia Automobile Insurance Plan (“GAIP”), Property Insurance Association of Louisiana (“PIAL”), Louisiana Automobile Insurance Plan (“LAIP”), South Carolina Property & Casualty Insurance Guaranty Association (“SCPCIGA”), Texas Property and Casualty Insurance Guaranty Association (“TPCIGA”), Texas Windstorm Insurance Association (“TWIA”), Texas Automobile Insurance Plan Association (“TAIPA”), Alabama Insurance Guaranty Association (“AIGA”), and Alabama Insurance Underwriters Association (“AIUA”). As a direct premium writer in Florida, we are required to participate in certain insurer solvency associations under Florida law, administered by FIGA.
FNIC is also required to participate in an insurance apportionment plan under Florida law, which is referred to as a JUAStock Incentive Plan. The JUA Plan provides for the equitable apportionment of any profits realized, or losses and expenses incurred, among participating automobile insurers. In the event of an underwriting deficit incurred by the JUA Our 2018 Stock Incentive Plan, which is not recovered through the policyholders in the JUA Plan, such deficit shall be recovered from the companies participating in the JUA Plan in the proportion that the net direct written premiums of each such member during the preceding calendar year bear to the aggregate net direct premiums written in this state by all members of the JUA Plan. There were no material assessmentswas adopted by the JUA Plan as of December 31, 2017. Future assessments by the JUA and the JUA Plan are indeterminable at this time.
Leases
The Company is committed under various operating lease agreements for office space. FNHC and its subsidiaries lease certain facilities, furniture and equipment under long-term lease agreements. Rental expense for the years ended December 31, 2017, 2016 and 2015 was $0.6 million, $0.6 million and $0.7 million, respectively.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
Future minimum lease payments under these agreements are as follows:
|
| | | | |
| | | Aggregate Minimum |
| Year Ended December 31, | | Lease Payments |
| | | (in thousands) |
| 2018 | | $ | 780 |
|
| 2019 | | 1,443 |
|
| 2020 | | 1,488 |
|
| 2021 | | 1,532 |
|
| 2022 | | 1,579 |
|
| Thereafter | | 5,938 |
|
| Total | | $ | 12,760 |
|
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
10. SHAREHOLDERS’ EQUITY
Common Stock Repurchases
The Company may repurchase shares in open market transaction or under Rule 10b5-1 trading plans from time to time in its discretion, based on ongoing assessments of the Company’s capital needs, the market price of its common stock and general market conditions. The amount and timing of all repurchase transactions are contingent upon market conditions, applicable legal requirements and other factors.
In November 2016, the Company’s Board of Directors authorized a program, which program may be modified, suspended or terminatedand approved by the Company at any time without notice,our shareholders in 2018, authorizes us to repurchase shares of common stock of FNHC, at such times and at prices as management determines advisable, up to an aggregate of $10.0 million through March 1, 2017.
In March 2017, the Company’s Board of Directors authorized an additional $10.0 million share buyback program to repurchase shares of common stock through March 31, 2018.
During the year ended December 31, 2017, the Company repurchased 654,250 shares of its common stock at a total cost of $10.6 million, which is an average price per share of $16.23. The remaining availability for future repurchases of the Company’s common stock from the March 2017 Board of Directors’ authorization was $0.8 million as of December 31, 2017.
In December 2017, the Company’s Board of Directors authorized an additional share repurchase program under which the Company may repurchase up to $10.0 million of its outstanding shares of common stock through December 31, 2018. Together with the $0.8 million remaining as of December 31, 2017 from the Company’s previous stock repurchase authorization, the Company has available to it an aggregate of $10.8 million for future repurchases of its common stock.
Stock Compensation Plan
In April 2012, the Company’s Board of Directors adopted, and in September 2012 the Company’s shareholders approved, the Company’s 2012 Stock Incentive Plan (the “2012 Plan”). The 2012 Plan permits the issuance of up to 1,000,000 shares of the Company’s common stock, subject to adjustment as provided for in the 2012 Plan, in connection with the grant of a variety of equity incentive awards, such as incentive stock options, non-qualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units, and restricted stocks. Officers,performance shares to officers, directors and executive, managementmanagerial, administrative and all otherprofessional employees of the Company and its subsidiaries are eligible to participate in the 2012 Plan.subsidiaries. Awards may be granted singly, in combination, or in tandem. Our Compensation Committee is the administrator of the equity plans. The 2012Compensation Committee reviews and approves equity awards to executive officers based upon a review of competitive compensation data, its assessment of individual performance, and retention considerations, as well as a review of the individual’s existing share and option holdings. Equity grants have been made at the discretion of the Compensation Committee and/or executive management members, who have been granted limited authority by the Compensation Committee. To date, only restricted stock has been granted under the 2018 Stock Incentive Plan. The 2018 Incentive Plan will expire on April 5, 2022.
Share-Based Compensation Expense
Share-based compensation arrangements include the following:
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| | | (In thousands) |
| Restricted stock | | $ | 2,846 |
| | $ | 3,831 |
| | $ | 2,930 |
|
| Stock options | | — |
| | — |
| | 33 |
|
| Total share-based compensation expense | | $ | 2,846 |
| | $ | 3,831 |
| | $ | 2,963 |
|
| | | | | | | |
| Intrinsic value of options exercised | | $ | 3,714 |
| | $ | 13,732 |
| | $ | 1,124 |
|
| Fair value of restricted stock vested | | $ | 23,278 |
| | $ | 41,495 |
| | $ | 2,303 |
|
The intrinsic valueprohibits repricing of stock options exercised represents the difference between the stock option exercise price and the weighted average closing stock priceprohibits cash buyouts of FNHC common stock on the exercise dates, as reported on the NASDAQ Global Market.
The unamortized share-based compensation expense is $4.3 million for the year ended December 31, 2017, which will be recognized over the remaining weighted averageunderwater options, and requires a minimum vesting period of approximately 1.35one year (except that up to 5% of the shares reserved under the 2018 Stock Incentive Plan may be granted without the minimum vesting requirement).
Other Employee Benefit Plans. Our employees, including our Named Executive Officers, are entitled to various employee benefits. These benefits include medical and dental care plans; flexible benefit accounts; life, accidental death and dismemberment and disability insurance; a 401(k) plan; and paid vacation.
Under our 401(k) plan, the Company matches 100% of the first 6% of participant elective contributions subject to IRS limitations and, from time to time, the Board of Directors approves an additional discretionary profit sharing contribution. No additional contribution was approved for 2018. The Board of Directors intends to review the Company’s financial results annually to determine whether to approve a discretionary profit sharing contribution in any future years.
Federated National Holding Companydeferred compensation plans. The Compensation Committee periodically reviews the overall employment packages and Subsidiaries
Notesbenefits offered to Consolidated Financial Statements (Continued)
December 31, 2017the Company’s Name Executive Officers. The Compensation Committee believes that the benefits and perquisites offered to the Named Executive Officers are currently set at competitive levels for comparable companies, requiring no further changes at this time. The Compensation Committee may, however, at its discretion, modify or increase the Named Executive Officers’ executive benefits and perquisites, if it deems it appropriate or advisable.
Clawback Policy. The Board has adopted a clawback policy applicable to our Named Executive Officers and other current or former executive officers of the Company. Pursuant to this policy, the Company will have the right, in appropriate circumstances as determined by the Board in its sole discretion, to seek to recover all or any part of the cash or equity incentive-based compensation granted to our Named Executive Officers or such other executive officers during the three fiscal years preceding the date on which the Company is required to prepare an accounting restatement to correct a material error, if the restatement is required because of a knowing violation of SEC rules and regulations, GAAP, other applicable legal or regulatory requirements, or Company policy by a Named Executive Officer or such other executive officer. Incentive-based compensation subject to the policy includes any cash or equity compensation granted, earned or vested based wholly or in part on the attainment of a financial reporting measure. Financial reporting measures include measures that are based on accounting principles used in preparing the Company’s financial statements, measures that are derived from information in the Company’s financial statements, and stock price and total shareholder return. The Board will have the discretion to forgo such recovery if it determines that seeking such recovery would be unreasonable or not in the Company’s best interests.
Stock Option Awards
A summaryOwnership and Retention Guidelines. The Board has implemented stock ownership guidelines applicable to our Named Executive Officers. Under these guidelines, our Chief Executive Officer is required to hold shares of the Company’s common stock option activity includeswith a value of at least six times his annual salary rate, and our Chief Financial Officer is required to hold shares with a value of at least three times his annual salary rate. The guidelines further provide that the following:
|
| | | | | | | |
| | | Number of Shares | | Weighted Average Option Exercise Price |
| Outstanding at January 1, 2015 | | 219,285 |
| | $ | 3.79 |
|
| Granted | | — |
| | $ | — |
|
| Exercised | | (44,652 | ) | | $ | 3.81 |
|
| Canceled | | — |
| | $ | — |
|
| Outstanding at December 31, 2015 | | 174,633 |
| | $ | 3.79 |
|
| Granted | | — |
| | $ | — |
|
| Exercised | | (94,249 | ) | | $ | 3.85 |
|
| Canceled | | (900 | ) | | $ | 4.40 |
|
| Outstanding at December 31, 2016 | | 79,484 |
| | $ | 3.70 |
|
| Granted | | — |
| | $ | — |
|
| Exercised | | (29,133 | ) | | $ | 3.68 |
|
| Canceled | | — |
| | $ | — |
|
| Outstanding at December 31, 2017 | | 50,351 |
| | $ | 3.72 |
|
Stock options outstandingNamed Executive Officers should achieve the guideline amounts within five years of becoming subject to the policy and, exercisable in a select price range isuntil the guideline amounts are achieved, the Named Executive Officers must retain 66-2/3% of any shares received as follows:
|
| | | | | | | | |
| | | Options Outstanding and Exercisable |
| | | | | Weighted Average | | | | |
| | | | | Remaining | | | | |
| | | Shares Outstanding | | Contractual Life | | Weighted Average | | Aggregate |
| Range of Exercise Price | | and Exercisable | | (years) | | Exercise Price | | Intrinsic Value |
| $2.45 - $4.40 | | 50,351 | | 3.79 | | $3.72 | | 647,010 |
Restricted Stock AwardsCompensation Committee Report
The Compensation Committee of the Company recognizes share-based compensation expense for all restricted stock awards (“RSAs”) held byhas reviewed and discussed the Company’s directors, executivesforegoing Compensation Discussion and other key employees. The accounting charge is measured at the grant date as the fair value of FNHC common stockAnalysis with management. Based on our review and expensed as non-cash compensation over the vesting term using the straight-line basis for service awards and the accelerated basis for performance‑based awardsdiscussion with graded vesting. Certain cliff vesting awards contain performance criteria which are tiedmanagement, we have recommended to the achievement of certain market conditions. This value is recognized as expense over the service period using the straight‑line recognition method.
During the years ended December 31, 2017 and 2016, the Board of Directors granted 106,454that the Compensation Discussion and 128,472 RSAs, respectively, vesting over three or five years, toAnalysis be included in the Company’s directors, executives and other key employees.SEC filings, including its proxy statement for the 2019 Annual Meeting of Shareholders.
Respectfully Submitted
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
April 5, 2019
RSA activity includes the following:/s/ Richard W. Wilcox Jr., Chairman
/s/ Jenifer G. Kimbrough
|
| | | | | | | |
| | | Number of Shares | | Weighted Average Grant Date Fair Value |
| Outstanding at January 1, 2015 | | 447,801 |
| | $ | 16.84 |
|
| Granted | | 116,140 |
| | $ | 27.53 |
|
| Vested | | (145,134 | ) | | $ | 15.87 |
|
| Canceled | | — |
| | $ | — |
|
| Outstanding at December 31, 2015 | | 418,807 |
| | $ | 20.14 |
|
| Granted | | 128,472 |
| | $ | 19.16 |
|
| Vested | | (204,916 | ) | | $ | 20.25 |
|
| Canceled | | (5,160 | ) | | 20.58 |
|
| Outstanding at December 31, 2016 | | 337,203 |
| | $ | 19.69 |
|
| Granted | | 106,454 |
| | $ | 17.95 |
|
| Vested | | (140,514 | ) | | $ | 16.57 |
|
| Canceled | | (5,600 | ) | | $ | 19.80 |
|
| Outstanding at December 31, 2017 | | 297,543 |
| | $ | 20.54 |
|
Summary Compensation Table
The weighted average grant date fair value is measured atfollowing table sets forth information regarding compensation earned by, awarded to or paid to our Named Executive Officers for the closing price of FNHC common stock on the grant date, as reported on the NASDAQ Global Market.
Accumulated Other Comprehensive Income
Accumulated other comprehensive income consisted of the following:years indicated:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 |
| | | Before Tax | | Income Tax | | Net | | Before Tax | | Income Tax | | Net |
| | | (In thousands) |
| Accumulated other comprehensive income (loss), | | | | | | | | | | | | |
| beginning of period | | $ | 3,324 |
| | $ | (1,201 | ) | | $ | 2,123 |
| | $ | 6,110 |
| | $ | (2,247 | ) | | $ | 3,863 |
|
| | | | | | | | | | | | | |
| Other comprehensive income (loss) before reclassifications | | 7,511 |
| | (2,640 | ) | | 4,871 |
| | 259 |
| | (111 | ) | | 148 |
|
| Reclassification adjustment for realized gains included | | | | | | | | | | | | |
| in net income | | (8,548 | ) | | 3,248 |
| | (5,300 | ) | | (3,045 | ) | | 1,157 |
| | (1,888 | ) |
| | | (1,037 | ) | | 608 |
| | (429 | ) | | (2,786 | ) | | 1,046 |
| | (1,740 | ) |
| Accumulated other comprehensive income (loss), | | | | | | | | | | | | |
| end of period | | $ | 2,287 |
| | $ | (593 | ) | | $ | 1,694 |
| | $ | 3,324 |
| | $ | (1,201 | ) | | $ | 2,123 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
Name and
Principal
Position | Year | Salary | Bonus
(1) | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation (2) | Nonqualified Deferred Compensation Earnings | All Other Compensation (3) | Total |
Michael H. Braun
Chief Executive Officer and
President | 2018 |
| $1,000,000 |
| -- |
|
| $872,836 |
| (4) | -- |
| $534,167 |
| -- |
| $16,200 |
| |
| $2,423,203 |
|
| 2017 |
| $1,000,000 |
| -- |
|
| $875,000 |
| (5) | -- |
| $698,333 |
| -- |
| $16,200 |
| |
| $2,589,533 |
|
| 2016 |
| $993,846 |
| -- |
| -- |
| | -- | -- |
| -- |
| $35,093 |
| |
| $1,028,939 |
|
Ronald A. Jordan
Chief Financial Officer | 2018 |
| $290,000 |
| -- |
|
| $208,469 |
| (6) | -- |
| $100,000 |
| -- |
| $15,427 |
| |
| $613,896 |
|
| 2017 |
| $190,419 |
|
| $100,000 |
|
| $151,500 |
| | -- | -- |
| -- |
| $103,219 |
| (7) |
| $545,138 |
|
| 2016 | -- |
| -- |
| -- |
| | -- | -- |
| -- | -- |
| | -- |
|
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
11. EMPLOYEE BENEFIT PLAN
The Company sponsors a profit sharing plan under Section 401(K) of the Internal Revenue Code, which is a defined contribution plan that allows employees to defer compensation through contributions to the 401(K) Plan. This plan covers substantially all employees who meet specified service requirements and includes a 100% match up to the first 6% of an employee’s salary, not to exceed statutory limits. Additionally, the Company may make additional profit-sharing contributions.
For the years ended December 31, 2017 and 2016, the Company made no additional profit-sharing contribution.
The Company’s total contributions to the 401(K) Plan were $0.8 million, $0.9 million and $0.6 million for the years ended December 31, 2017, 2016 and 2015, respectively.
12. RELATED PARTY TRANSACTIONS
The Company paid investment fees to Crosswinds AUM, a wholly owned subsidiary of Crosswinds Holdings, of $0.3 million, $0.2 million and $0.2 million, for the years ended December 31, 2017, 2016 and 2015, respectively.
The Company entered into catastrophe excess of loss and quota share reinsurance agreements with TransRe. For the years ended December 31, 2017, 2016 and 2015, the Company ceded premiums related to these agreements of $11.3 million, $5.0 million and $4.3 million, respectively. In connection with Hurricane Irma in 2017, Hurricane Matthew in 2016 and the quota share agreements, the Company ceded losses of $16.1 million, $0.8 million and $0.1 million for the years ended December 31, 2017, 2016 and 2015, relating to these agreements, respectively.
Bruce F. Simberg, the Company’s Chairman of the Board, is a partner of the Hollywood, Florida law firm of Conroy Simberg, which specializes in insurance defense and coverage matters. The Company paid legal fees to Conroy Simberg for services rendered in the amount of $0, $72,198 and $26,286 for the years ended December 31, 2017, 2016 and 2015, respectively. We believe that the fees charged for services provided by Conroy Simberg are on terms as those that we could secure from a non-affiliated law firm. The firm has handled only a limited number of matters for the Company. Mr. Simberg has not been personally involved in any of the legal matters handled by the firm for the Company and he received de minimis direct personal benefit from the fees paid to the firm by the Company. The firm is no longer working any current cases for the Company and we do not, at this time, anticipate retaining the firm for future matters.
The Company recorded claims adjustment service fees and other expenses to SECCC, our 33% owned subsidiary, of $17.0 million, $3.1 million and $0.1 million for the years ended December 31, 2017, 2016 and 2015, respectively. Additionally, the Company recognized partnership income (loss), which is recognized in other income in the consolidated statements of operations, of 2.0 million, $0.2 million and greater than $(0.1) million for the years ended December 31, 2017, 2016 and 2015, respectively.
Refer to Note 7. Long-Term Debt, in the notes to consolidated financial statements, for additional information regarding the note payable to TransRe.
13. EARNINGS PER SHARE
Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the period, including outstanding unvested restricted stock awards and vested restricted stock awards during the period. Diluted EPS is computed by dividing net income by the weighted average number of shares outstanding, noted above, adjusted for the dilutive effect of stock options. Dilutive securities are common stock equivalents that are freely exercisable into common stock at less than market prices or otherwise dilute earnings if converted. The net effect of common stock equivalents is based on the incremental common stock that would be issued upon the assumed exercise of common stock options and the vesting of RSAs using the treasury stock method. Common stock equivalents are not included in diluted earnings per share when their inclusion is antidilutive.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
The computations of basic and diluted net income per share are as follows:
| |
| (1) | Reflects cash bonuses earned by the Named Executive Officer for the applicable fiscal year but that were paid in the following fiscal year. Mr. Jordan was not a participant in the Company’s incentive compensation plan in 2017. |
| |
| (2) | Reflects annual incentive bonuses based on performance criteria for the stated year, each of which were paid in the following fiscal year. |
| |
| (3) | See table "All Other Compensation" below for an itemized disclosure of this element of compensation. |
| |
| (4) | Reflects long-term incentive award of 53,713 shares (at Target payout level) of restricted stock granted in 2018 for performance-based goals to be met over a three-year period from 2018 to 2020, of which certain goals were not met in 2018, resulting in the forfeiture of 11,936 shares (or $194,000 based on the grant date share price), thus far, from this grant. |
| |
| (5) | Reflects (1) long-term incentive award of 47,971 shares (at Target payout level) of restricted stock granted in 2017 for performance-based goals to be met over a three-year period from 2017 to 2019, of which certain goals were not met in 2017 and 2018, resulting in the forfeiture of 21,320 shares (or $389,000 based on the grant date share price), thus far, from this grant, and (2) 5,546 shares of restricted stock (or $100,000 based on the grant date share price) granted in 2019 that time-vests over a five-year period. |
| |
| (6) | Reflects long-term incentive award of 6,675 shares (at Target payout level) of restricted stock granted in 2018 for performance-based goals to be met over a three-year period from 2018 to 2020, of which certain goals were not met in 2018, resulting in the forfeiture of 1,482 shares (or $24,000 based on the grant date share price) from this grant. |
| |
| (7) | This amount includes the amount of relocation expense that was paid to Mr. Jordan. |
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| | | (In thousands, except per share data) |
| Net income attributable to Federated National Holding Company shareholders | | $ | 7,989 |
| | $ | 1,015 |
| | $ | 39,301 |
|
| | | | | | | |
| Weighted average number of common shares outstanding - basic | | 13,170 |
| | 13,758 |
| | 13,729 |
|
| Net income per share - basic | |
| $0.61 |
| |
| $0.07 |
| |
| $2.86 |
|
| | | | | | | |
| Weighted average number of common shares outstanding - basic | | 13,170 |
| | 13,758 |
| | 13,729 |
|
| Dilutive effect of stock compensation plans | | 80 |
| | 164 |
| | 268 |
|
| Weighted average number of common shares outstanding - diluted | | 13,250 |
| | 13,922 |
| | 13,997 |
|
| Net income per share - diluted | | $ | 0.60 |
| | $ | 0.07 |
| | $ | 2.81 |
|
| | | | | | | |
| Dividends per share | | $ | 0.32 |
| | $ | 0.27 |
| | $ | 0.18 |
|
|
| | | | | | | | | | | | | | | | | | |
| ALL OTHER COMPENSATION |
| Name | Year | Auto | Relocation | Insurance
Benefits (1) | Contribution to 401(k) Plan (2) | All Other Compensation Total |
| Michael H. Braun | 2018 | -- |
| | -- |
| -- |
| |
| $16,200 |
|
| $16,200 |
|
| 2017 | -- |
| (3) | -- |
| -- |
| (3) |
| $16,200 |
|
| $16,200 |
|
| 2016 |
| $3,817 |
| (3) | -- |
|
| $11,261 |
| |
| $20,015 |
|
| $35,093 |
|
| Ronald A. Jordan | 2018 | -- |
| | -- |
| -- |
| |
| $15,427 |
|
| $15,427 |
|
| 2017 | -- |
| |
| $100,000 |
| -- |
| |
| $3,219 |
|
| $103,219 |
|
| 2016 | -- |
| | -- |
| -- |
| | -- |
| -- |
|
| |
| (1) | Represents premiums for medical insurance. |
| |
| (2) | Represents matching contributions and a discretionary profit contribution made by the Company on behalf of the Named Executive Officers to the Company’s 401(k) plan. |
| |
| (3) | Mr. Braun’s automobile allowance was eliminated in July 2016 and payment of 100% of his health insurance premiums was eliminated effective January 1, 2017. |
Employment Agreements
Dividends DeclaredMichael H. Braun, Chief Executive Officer and President. We have been a party to an employment agreement with Michael H. Braun, our Chief Executive Officer and President, since 2012, which amended and restated Mr. Braun’s prior employment agreement. In a 2015 amendment, the term of his employment agreement was extended to four years from the date of the amendment with automatic extensions so that at all times the balance of the term is not less than two years unless sooner terminated as provided in the employment agreement. Under his agreement, Mr. Braun��s annual base salary, which may be increased at any time during the term of the agreement, is $1,000,000. Mr. Braun is also entitled to receive such bonuses and increases as may be awarded by the Board of Directors. It also contains customary confidentiality and non-solicitation provisions.
Mr. Braun is entitled to receive certain payments upon the termination of employment under certain circumstances as set forth in his agreement, as amended. If his employment is terminated by us without Cause (as defined in his agreement), we must make a lump sum payment to the executive equal to two years' base salary (the “Termination Severance”). In March 2017,addition, all unvested stock options and any other equity awards held by him will become vested. If Mr. Braun’s employment with us is terminated for Cause or as a result of his death or disability, he will be entitled to his base salary prorated through the date of the termination and any benefits due him as may be provided under the applicable plan, program or arrangement.
The agreement also provides for payments to him if he is employed by us on the date on which a Change of Control occurs. Under the agreements, a “Change of Control” will be deemed to have occurred if: (i) any person, including a “group” as defined in Section 13(d)(3) of the Exchange Act, becomes the owner or beneficial owner of our securities having 50% or more of the combined voting power of our then-outstanding securities that may be voted for the election of our directors (other than as a result of an issuance of securities initiated by us, or open market purchases approved by our Board, as long as the majority of the Board approving the purchases is the majority at the time the purchases are made), or (ii) the persons who were our directors before such transactions shall cease to constitute a majority of our Board, or any successor to us, as the direct or indirect result of or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions. If, following a Change in Control, Mr. Braun’s employment is terminated by us (or any successor or subsidiary) without Cause or by the executive for Good Reason (as defined in his agreement), we will make a lump sum payment to the executive in an amount equal to two times the sum of his base salary immediately preceding the Change of Control plus the average of his actual bonus for the three fiscal years immediately preceding the Change of Control (the "Change of Control Severance"). Additionally, all unvested stock options and any other equity awards held by him will become vested and the Company will provide Mr. Braun (and his family) with medical insurance for a period of two years after the date of such termination of employment at no cost and on the same terms and conditions as in effect on the date on which such termination of employment occurs.
If Mr. Braun is terminated by us without Cause prior to a Change of Control, and a Change of Control occurs within six months following such termination, then in addition to the Termination Severance described above, he will be entitled to an additional lump sum payment in an amount equal to (i) the Change of Control Severance, less (ii) the Termination Severance.
As a condition to Mr. Braun’s entitlement to receive the base salary amounts and equity award acceleration referenced above, he is bound by the terms of an agreement that sets forth certain restrictive covenants. Pursuant to the non-competition provisions of this
agreement, as amended, he is prohibited from working in the insurance industry in any territories where the Company has been doing business for a period of two years from the date on which he terminates employment with the Company for any reason (other than without cause). For a period of two years after his employment is terminated, he is also prohibited from soliciting, for himself or for any third person, any employees or former employees of the Company, unless the employees have not been employed by the Company for a period in excess of six months, and from disclosing any confidential information that he learned about the Company during his employment.
Ronald A. Jordan, Chief Financial Officer. Mr. Jordan became the Company’s Chief Financial Officer in April 2017. On January 8, 2019, we entered into an employment agreement with him, pursuant to which he is entitled to receive base salary and incentive compensation as determined by the Compensation Committee of the Company’s Board of Directors declaredDirectors. He is also entitled to receive medical insurance (including family coverage) and other benefits commensurate with that offered to other similarly situated employees.
Mr. Jordan’s employment agreement is for a dividendtwo-year term beginning on the date of $0.08 per common share,execution. If Mr. Jordan’s employment is terminated by the Company without cause prior to a change of control of the Company (as defined in his employment agreement), Mr. Jordan will be entitled to receive in a lump sum payment severance equal to two times his annual base salary as in effect immediately prior to such termination (“Termination Severance”) and any accrued but unpaid bonuses, incentive compensation and other benefits (“Accrued Obligations”). In addition, any unvested equity awards held by Mr. Jordan will vest. The Company will also provide Mr. Jordan and his family medical insurance coverage for two years at no cost (“Extended Medical Coverage”).
If Mr. Jordan’s employment is terminated because of his death or disability (as defined in his employment agreement), Mr. Jordan will be entitled to receive the Termination Severance (less, in the case of his disability, any amounts paid to him under a long-term disability policy) and the Accrued Obligations. The Termination Severance will be paid in June 2017, totaling $1.1 million.a lump sum in the case of his death, and in accordance with the Company’s payroll practices, in the case of his disability. In addition, any unvested equity awards held by him will vest and the Company will provide two years of Extended Medical Coverage to his family, in the case of his death, or to him and his family, in the case of his disability.
If Mr. Jordan’s employment is terminated by the Company without cause or is terminated by him for Good Reason (as defined in his employment agreement) following a change of control of the Company, Mr. Jordan will be entitled to receive in a lump sum payment severance equal to two times the sum of (a) his annual base salary in effect immediately prior to date of the definitive agreement for the transaction resulting in the change of control plus (b) the average of his incentive bonuses (annual and long-term) awarded for the three fiscal years immediately preceding the termination of his employment (“Change of Control Severance”). In June 2017, the Company’s Board of Directors declared a dividend of $0.08 per common share, paid in September 2017, totaling $1.1 million.addition, any unvested equity awards held by Mr. Jordan will vest. The Company will also provide Mr. Jordan and his family Extended Medical Coverage for two years.
In September 2017,If Mr. Jordan’s employment is terminated by the Company’s BoardCompany without cause prior to a change of Directors declaredcontrol, and a dividendchange of $0.08 per common share, paidcontrol occurs within six months of the termination of his employment, Mr. Jordan will be entitled to receive an additional payment equal to the difference between the Change of Control Severance to which he would have been entitled and the Termination Severance. If Mr. Jordan resigns, or is terminated by the Company for cause (as defined in December 2017, totaling $1.1 million.the Employment Agreement), he will be entitled to receive only his base salary prorated through the date of termination and will forfeit any accrued but unpaid bonus or other incentive compensation or other benefits, unless otherwise provided under the applicable plan, program or arrangement.
In November 2017,Mr. Jordan’s employment agreement also sets forth a reaffirmation of the Company’s Board of Directors declared a dividend of $0.08 per common share, paidrestrictive covenants in March 2018, totaling $1.0 million.Mr. Jordan’s Confidential Information, Non-Solicitation and Non-Competition Agreement dated April 17, 2017.
Equity-Based Compensation
14. VARIABLE INTEREST ENTITY
FNHC, Crosswinds Holdings and TransRe own 42.4%, 42.4%, and 15.2%, respectively,Grants of Monarch Delaware as of December 31, 2017. Monarch Delaware owns 100% of Monarch Holding, which owns 100% of MNIC. MNIC entered into a Managing General Agency and Claims Administration AgreementPlan Based Awards. The following table provides information regarding restricted stock granted to our Named Executive Officers during 2018 under the Company’s 2018 Stock Incentive Plan (the “Monarch MGA Agreement”“2018 Plan”) with FedNat Underwriters, Inc. (“FNU”), a wholly-owned subsidiary of FNHC, to operate MNIC’s insurance operations. Additionally, the Monarch Entities entered into an Investment Management Agreement (“Investment Agreement”) with an affiliate of Crosswinds to perform as the Monarch Entities’ investment manager. Lastly, Monarch Holding entered into a $5.0 million debt agreement with TransRe.
We believe FNU, through the Monarch MGA Agreement, directs the activities which most significantly impact the Monarch Entities’ insurance operating company, MNIC. MNIC’s activities directed by FNU through the Monarch MGA Agreement include underwriting and claims. As a result, MNIC is a VIE because the equity holders, as a group, lack the characteristics of a controlling financial interest.
In addition to having power to direct the activities which most significantly impact MNIC, FNHC has the obligation to absorb the losses and/or the right to receive benefits that potentially could be significant through its 42.4% indirect equity interests in MNIC through Monarch Delaware and Monarch Holding.
As a result, FNHC is the primary beneficiary of MNIC, resulting in Monarch Delaware, MNIC’s indirect parent company, consolidating into our financial statements..
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
The carrying amounts of Monarch Delaware, which can only be used to settle obligations of Monarch Delaware, and liabilities of Monarch Delaware for which creditors do not have recourse include the following:
GRANTS OF PLAN-BASED AWARDS
|
| | | | | | | | |
| | | December 31, |
| | | 2017 | | 2016 |
| | | (In thousands) |
| Assets: | | |
| Investments: | | | | |
| Debt securities, available-for-sale, at amortized cost | | $ | 25,111 |
| | $ | 27,100 |
|
| Equity securities, available-for-sale, at fair value | | 1,173 |
| | 1,604 |
|
| Total investments | | 26,284 |
| | 28,704 |
|
| | | | | |
| Cash and cash equivalents | | 14,211 |
| | 15,668 |
|
| Reinsurance recoverable | | 3,323 |
| | — |
|
| Prepaid reinsurance premiums | | 2,481 |
| | 1,070 |
|
| Premiums receivable, net | | 1,184 |
| | 1,584 |
|
| Deferred acquisition costs | | 1,722 |
| | 1,539 |
|
| Other assets | | 2,322 |
| | 371 |
|
| Total assets | | $ | 51,527 |
| | $ | 48,936 |
|
| | | | | |
| Liabilities: | | | | |
| Loss and loss adjustment expense reserves | | 6,356 |
| | 1,659 |
|
| Unearned premiums | | 8,752 |
| | 8,406 |
|
| Reinsurance payable | | 1,802 |
| | 864 |
|
| Debt | | 4,930 |
| | 4,909 |
|
| Other liabilities | | 1,825 |
| | 1,026 |
|
| Total liabilities | | $ | 23,665 |
| | $ | 16,864 |
|
|
| | | | |
Name |
Grant Date | All Other Equity Awards / Number of Securities Underlying Options | Exercise or Base Price of Equity Awards |
Grant Date Fair Value of Equity Awards (1) |
| Michael H. Braun | 3/16/2018 | 53,713 (2) | -- | $872,836 |
| Ronald A. Jordan | 3/16/2018
| 6,675 (2) | -- | $108,469 |
| |
| (1) | This amount reflects the aggregate grant date fair value of the shares granted at the Target level of payout. The grant date fair value is based on the closing price of the Common Stock at the applicable grant date. |
| |
| (2) | Shares granted in 2018 for performance awards to be based on 2018 to 2020 performance. |
Earned premiums
Forfeitures of 2018 and loss and LAE, attributable2017 Awards Based on 2018 Results. As described above under “Long-Term Incentive Award,” these performance-based awards are subject to Monarch Delaware, were $9.4 million and $12.5 million, $4.7 million and $2.9 million, and $0.6 million and $0.3 million,forfeiture if the underlying performance goals are not met. As a result of the Company’s performance for 2018, Mr. Braun has forfeited 11,936 performance-based shares (or $194,000 based on the grant date share price) included above for the years ended December 31,2018 long-term award. Similarly, Mr. Jordan forfeited 1,482 performance-based shares (or $24,000 based on the grant date share price). In addition, based on the Company’s 2018 performance, Mr. Braun forfeited 10,660 performance-based shares that had been granted under the 2017 2016 and 2015, respectively.
The net cash flows generated by Monarch Delaware are reflected in cash flows from operationslong-term incentive plan. Mr. Jordan was not a participant in the consolidated statements of cash flows. Cash flows used in operating activities2017 incentive compensation plan. Total long-term compensation forfeited by Monarch Delaware were $3.8 million for the year ended December 31, 2017, as compared to cash flows provided by operating activities by Monarch Delaware of $6.8 million and $4.7 million forChief Executive Officer based on the years ended and December 31, 2016 and 2015, respectively.
Company’s 2018 performance was approximately $388,000.
15. STATUTORY ACCOUNTING AND DIVIDEND RESTRICTIONSStock Incentive Plan. Our 2018 Plan is administered by the Compensation Committee. The objectives of the 2018 Plan include attracting, motivating and retaining key personnel and promoting our success by linking the interests of our employees, directors and consultants with our success.
The Company’s insurance companies are subjectAwards may be made under the 2018 Plan in the form of (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) dividend equivalent rights, (e) restricted stock, (f) unrestricted stock, (g) restricted stock units, and (h) performance shares. No incentive stock option may be granted to regulations and standardsa person who is not an employee of the Florida OIR. These standards require that insurance companies prepare statutory-basis financial statements in accordance withCompany or one of its subsidiaries on the National Associationdate of Insurance Commissioners (“NAIC”) Accounting Practices and Procedures Manual. The Company did not use any prescribed or permitted statutory accounting practices that differed from the NAIC’s statutory accounting practices as of December 31, 2017.
The Company’s insurance companies are required to report their risk-based capital (“RBC”) each December 31. Failure to maintain an adequate RBC could subject the Company to regulatory action and could restrict the payment of dividends. As of December 31, 2017, the RBC levels of the Company’s insurance companies did not subject them to any regulatory action.
Additionally, Florida Statutes require the Company’s insurance companies to maintain specified levels of statutory capital and restrict the timing and amount of dividends and other distributions that may be paid to the parent company. These standards require dividends to be paid only from statutory unassigned surplus. The maximum dividend that may be paid by the Company’s insurance companies to their parent company, without prior regulatory approval is limited to the lesser of statutory net income from operations of the
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
preceding calendar year, not including realized capital gains, plus a 2 years carryforward or 10.0% of statutory unassigned surplus as of the preceding year end. A dividend may also be taken without prior regulatory approval if (a) the dividend is equal to or less than the greater of (i) 10.0% of the insurer’s surplus as to policyholders derived from realized net operating profits on its business and net realized capital gains; or (ii) the insurer’s entire net operating profits and realized net capital gains derived during the immediately preceding calendar year; (b) the insurer will have surplus as to policyholders equal to or exceeding 115 percent of the minimum required statutory surplus as to policyholders after the dividend or distribution is made; and (c) the insurer has filed notice with the Florida OIR at least 10 business days prior to the dividend payment or distribution, or such shorter period of time as approved by the Florida OIR on a case-by-case basis. These dividends are referred to as “ordinary dividends.” However, if a dividend, together with other dividends paid within the preceding 12 months, exceeds this statutory limit or is paid from sources other than earned surplus, the entire dividend is generally considered an “extraordinary dividend” and must receive prior regulatory approval before such dividend can be paid.grant.
As of December 31, 20172018, 810,103 shares were remaining available to be granted under the 2018 Plan and, 2016, on a combined statutory basis, the capital and surplusas of the Company’s insurance companies was $188.0 million and $172.1 million, respectively. Combined statutory operational resultsdate of this proxy statement, 684,660 shares were available. The shares to be delivered pursuant to awards will be made available, at the discretion of the Company’s insurance companies wasCompensation Committee, from authorized but unissued shares or outstanding awards that expire or are cancelled. If shares covered by an award cease to be issuable for any reason, such number of shares will no longer count against the shares authorized under the plan and may again be granted under the 2018 Plan.
Awards granted under the 2018 Plan typically vest in equal portions over three or five years. Awards granted under the 2018 Plan requires that the recipient of a net lossgrant be continuously employed or otherwise provide services to us or our subsidiaries. Failure to be continuously employed or in another service relationship generally results in the forfeiture of $19.6 million, net lossawards not vested at the time the employment or other service relationship ends. Termination of $37.0 million and net incomea recipient’s employment or other service relationship for cause generally results in the forfeiture of $23.9 million forall of the years ended December 31, 2017, 2016 and 2015, respectively. Statutory capital and surplus exceeds amounts necessary to satisfy regulatory requirements.recipient’s unexercised awards.
16. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)Outstanding Equity Awards at Fiscal Year-End.
The following tables includetable summarizes the revisionsequity awards held by our Chief Executive Officer and President and Chief Financial Officer as discussed on Note 1. Organization, Consolidation and Basis of Presentation in these notes to consolidated financial statements, set forth under the “Revisions to Previously Issued Financial Statements” to the Company’s previously reported consolidated statements of operations (unaudited) for each of the quarterly periods ended MarchDecember 31, 2016 to September 30, 2017.
A summary of the Company’s unaudited quarterly results of operations includes the following:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter | | |
| | | As Reported | | As Adjusted | | As Reported | | As Adjusted | | As Reported | | As Adjusted | | | | |
| | | (In thousands, except per share data) |
| 2017 | | | | | | | | | | | | | | | | |
| Net premiums earned | | $ | 78,493 |
| | $ | 81,660 |
| | $ | 83,159 |
| | $ | 83,554 |
| | $ | 78,663 |
| | $ | 80,764 |
| | $ | 87,503 |
| | |
| Total revenue | | $ | 92,923 |
| | $ | 93,054 |
| | $ | 97,563 |
| | $ | 98,159 |
| | $ | 95,892 |
| | $ | 98,697 |
| | $ | 101,752 |
| | |
| Losses and loss adjustment expenses | | $ | 50,831 |
| | $ | 56,899 |
| | $ | 54,956 |
| | $ | 56,417 |
| | $ | 72,935 |
| | $ | 75,367 |
| | $ | 58,874 |
| | |
| Total costs and expenses | | $ | 87,813 |
| | $ | 89,170 |
| | $ | 90,311 |
| | $ | 92,504 |
| | $ | 107,300 |
| | $ | 108,876 |
| | $ | 92,185 |
| | |
| Net income (loss) attributable to Federated National Holding Company shareholders | | $ | 3,145 |
| | $ | 2,422 |
| | $ | 4,945 |
| | $ | 3,995 |
| | $ | (5,511 | ) | | $ | (4,724 | ) | | $ | 6,296 |
| | |
| Net income (loss) per share - basic | | $ | 0.23 |
| | $ | 0.18 |
| | $ | 0.38 |
| | $ | 0.30 |
| | $ | (0.42 | ) | | $ | (0.36 | ) | | $ | 0.48 |
| | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter |
| | | As Reported | | As Adjusted | | As Reported | | As Adjusted | | As Reported | | As Adjusted | | As Reported | | As Adjusted |
| | | (In thousands, except per share data) |
| 2016 | | | | | | | | | | | | | | | | |
| Net premiums earned | | $ | 54,997 |
| | $ | 54,997 |
| | $ | 60,045 |
| | $ | 60,045 |
| | $ | 69,405 |
| | $ | 69,405 |
| | $ | 75,425 |
| | $ | 76,922 |
|
| Total revenue | | $ | 68,960 |
| | $ | 65,010 |
| | $ | 75,064 |
| | $ | 70,786 |
| | $ | 83,790 |
| | $ | 81,758 |
| | $ | 88,570 |
| | $ | 89,971 |
|
| Losses and loss adjustment expenses | | $ | 29,545 |
| | $ | 31,260 |
| | $ | 47,025 |
| | $ | 48,983 |
| | $ | 43,613 |
| | $ | 45,973 |
| | $ | 67,158 |
| | $ | 71,594 |
|
| Total costs and expenses | | $ | 53,562 |
| | $ | 51,770 |
| | $ | 73,249 |
| | $ | 71,090 |
| | $ | 82,250 |
| | $ | 78,914 |
| | $ | 104,590 |
| | $ | 103,948 |
|
| Net income (loss) attributable to Federated National Holding Company shareholders | | $ | 9,535 |
| | $ | 8,114 |
| | $ | 991 |
| | $ | (405 | ) | | $ | 1,394 |
| | $ | 2,099 |
| | $ | (12,116 | ) | | $ | (8,793 | ) |
| Net income (loss) per share - basic | | $ | 0.69 |
| | $ | 0.59 |
| | $ | 0.07 |
| | $ | (0.03 | ) | | $ | 0.10 |
| | $ | 0.15 |
| | $ | (0.89 | ) | | $ | (0.65 | ) |
|
| | | | | | | | | | | |
| | Stock Option Awards | Restricted Stock Awards |
| Name | Number of Securities Underlying Exercisable Options (#) | Number of Securities Underlying Unexercisable Options (#) | Option Exercise Price ($) | Option Expiration Date | Shares That Have
Not Vested (#) | Market Value of Shares That Have
Not Vested ($)
(1) | Number of Unearned Shares, Units or Other Rights That Have
Not Vested | Market or Payout Value of Unearned Shares, Units or Other Rights That Have
Not Vested |
| Michael H. Braun | | | | | 9,000 |
| $179,280 |
| -- | -- | (2) |
| | | | | 10,000 |
| $199,200 |
| -- | -- | (3) |
| | | | | 20,000 |
| $398,400 |
| -- | -- | (4) |
| | | | | 18,789 |
| $374,277 |
| -- | -- | (5) |
| | | | | 38,072 |
| $758,394 |
| -- | -- | (6) |
| | | | | 59,682 |
| $1,188,865 |
| -- | -- | (7) |
| Ronald A. Jordan | | | | | 8,000 |
| $159,360 |
| | | (8) |
| | | | | 7,788 |
| $155,137 |
| | | (9) |
| |
| (1) | Based on the market value per share of $19.92 on 12/31/2018. |
| |
| (2) | Restricted stock vested as to 80% as of 12/31/2018, the remaining 20% vest as follows: 20% on 9/9/2019. |
| |
| (3) | Restricted stock vested as to 80% as of 12/31/ 2018, the remaining 20% vest as follows: |
20% on 12/9/2019.
| |
| (4) | Restricted stock vested as to 60% as of 12/31/ 2018, the remaining 40% vest as follows: 20% on 5/5/2019 and 20% on 5/5/2020. |
| |
| (5) | Restricted stock vested as to 40% as of 12/31/ 2018, the remaining 60% vest as follows: |
Federated National Holding Company20% on 3/10/2019, 20% on 3/10/2020, and Subsidiaries20% on 3/10/2021.
| |
| (6) | A portion of this grant is performance-based restricted stock that cliff vests over a three-year period from 2017 to 2019 and the remaining portion vests based on performance achieved in 2019. The Threshold level of Company performance was not achieved for 2017 and 2018, therefore the annually measured components of the grant for those years were forfeited. |
| |
| (7) | A portion of this grant is performance-based restricted stock that cliff vests over a three-year period from 2018 to 2020 and the remaining portion vests based on performance achieved each year from 2019 to 2020. The Threshold level of Company performance was not achieved for 2018, therefore the annually measured component of the grant for that year was forfeited. |
| |
| (8) | Restricted stock vested as to 20% as of 12-31-18, the remaining 80% vest as follows: |
Notes to Consolidated Financial Statements (Continued)20% on 5/12/2019, 20% on 5/12/2020, 20% on 5/12/2021 and 20% on 5/12/2022.
| |
| (9) | A portion of this grant is performance-based restricted stock that cliff vests over a three-year period from 2018 to 2020 and the remaining portion vests based on performance achieved each year from 2019 to 2020. The Threshold level of Company performance was not achieved for 2018, therefore the annually measured component of the grant for that year was forfeited. |
December 31, 2017
Option Exercises and Stock Vested. The following tables summarize the impacts of the revisions on the Company’s previously reported consolidated statements of operations (unaudited) for each of the quarterly periods ended March 31, 2017table sets forth certain information with respect to September 30, 2017, the six months ended June 30, 2017,stock options exercised and the nine months ended September 30, 2017.
The revisions as follows will appear in the Company’s applicablerestricted stock awards vested during calendar year 2018 quarterly financial statements in the Quarterly Reports, when filed.by our Chief Executive Officer and our Chief Financial Officer.
|
| | | | | | | | | | | | | | | |
| | Six Months Ended | | Nine Months Ended |
| | June 30, 2017 | | September 30, 2017 |
| | As Reported | | As Adjusted | | As Reported | | As Adjusted |
| Revenue: | (In thousands, except share and per share data) |
| Net premiums earned | $ | 161,652 |
| | $ | 165,214 |
| | $ | 240,315 |
| | $ | 245,978 |
|
| Net investment income | 4,878 |
| | 4,878 |
| | 7,481 |
| | 7,481 |
|
| Net realized investment gains | 2,543 |
| | 2,543 |
| | 8,644 |
| | 8,644 |
|
| Direct written policy fees | 9,571 |
| | 9,519 |
| | 13,222 |
| | 13,617 |
|
| Other income | 9,637 |
| | 9,059 |
| | 14,511 |
| | 14,190 |
|
| Total revenue | 188,281 |
| | 191,213 |
| | 284,173 |
| | 289,910 |
|
| | | | | | | | |
| Costs and expenses: | | | | | | | |
| Losses and loss adjustment expenses | 108,722 |
| | 113,316 |
| | 181,657 |
| | 188,683 |
|
| Commissions and other underwriting expenses | 57,336 |
| | 58,497 |
| | 86,578 |
| | 86,883 |
|
| General and administrative expenses | 9,695 |
| | 9,695 |
| | 14,737 |
| | 14,737 |
|
| Interest expense | 166 |
| | 166 |
| | 247 |
| | 247 |
|
| Total costs and expenses | 175,919 |
| | 181,674 |
| | 283,219 |
| | 290,550 |
|
| | | | | | | | |
| Income (loss) before income taxes | 12,362 |
| | 9,539 |
| | 954 |
| | (640 | ) |
| Income taxes | 4,573 |
| | 3,423 |
| | 350 |
| | (358 | ) |
| Net income (loss) | 7,789 |
| | 6,116 |
| | 604 |
| | (282 | ) |
| Net loss attributable to non-controlling interest | (301 | ) | | (301 | ) | | (1,975 | ) | | (1,975 | ) |
| Net income attributable to Federated National | | | | | | | |
| Holding Company shareholders | $ | 8,090 |
| | $ | 6,417 |
| | $ | 2,579 |
| | $ | 1,693 |
|
| | | | | | | | |
| Net income per share attributable to Federated National | | | | | | | |
| Holding Company shareholders: | | | | | | | |
| Basic | $ | 0.61 |
| | $ | 0.48 |
| | $ | 0.20 |
| | $ | 0.13 |
|
| Diluted | $ | 0.60 |
| | $ | 0.48 |
| | $ | 0.19 |
| | $ | 0.13 |
|
| | | | | | | | |
| Weighted average number of shares of common stock | | | | | | | |
| outstanding: | | | | | | | |
| Basic | 13,305 |
| | 13,305 |
| | 13,211 |
| | 13,211 |
|
| Diluted | 13,405 |
| | 13,405 |
| | 13,302 |
| | 13,302 |
|
| | | | | | | | |
| Dividends declared per share of common stock | $ | 0.16 |
| | $ | 0.16 |
| | $ | 0.24 |
| | $ | 0.24 |
|
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Three Months Ended | | Three Months Ended |
| | March 31, 2017 | | June 30, 2017 | | September 30, 2017 |
| | As Reported | | As Adjusted | | As Reported | | As Adjusted | | As Reported | | As Adjusted |
| Revenue: | (In thousands, except share and per share data) |
| Net premiums earned | $ | 78,493 |
| | $ | 81,660 |
| | $ | 83,159 |
| | $ | 83,554 |
| | $ | 78,663 |
| | $ | 80,764 |
|
| Net investment income | 2,318 |
| | 2,318 |
| | 2,560 |
| | 2,560 |
| | 2,603 |
| | 2,603 |
|
| Net realized investment gains | (105 | ) | | (105 | ) | | 2,648 |
| | 2,648 |
| | 6,101 |
| | 6,101 |
|
| Direct written policy fees | 5,085 |
| | 4,712 |
| | 4,486 |
| | 4,807 |
| | 3,651 |
| | 4,098 |
|
| Other income | 7,132 |
| | 4,469 |
| | 4,710 |
| | 4,590 |
| | 4,874 |
| | 5,131 |
|
| Total revenue | 92,923 |
| | 93,054 |
| | 97,563 |
| | 98,159 |
| | 95,892 |
| | 98,697 |
|
| | | | | | | | | | | | |
| Costs and expenses: | | | | | | | | | | | |
| Losses and loss adjustment expenses | 50,831 |
| | 56,899 |
| | 54,956 |
| | 56,417 |
| | 72,935 |
| | 75,367 |
|
| Commissions and other underwriting expenses | 32,279 |
| | 27,568 |
| | 30,197 |
| | 30,929 |
| | 29,242 |
| | 28,386 |
|
| General and administrative expenses | 4,619 |
| | 4,619 |
| | 5,076 |
| | 5,076 |
| | 5,042 |
| | 5,042 |
|
| Interest expense | 84 |
| | 84 |
| | 82 |
| | 82 |
| | 81 |
| | 81 |
|
| Total costs and expenses | 87,813 |
| | 89,170 |
| | 90,311 |
| | 92,504 |
| | 107,300 |
| | 108,876 |
|
| | | | | | | | | | | | |
| Income (loss) before income taxes | 5,110 |
| | 3,884 |
| | 7,252 |
| | 5,655 |
| | (11,408 | ) | | (10,179 | ) |
| Income taxes | 1,938 |
| | 1,435 |
| | 2,635 |
| | 1,988 |
| | (4,223 | ) | | (3,781 | ) |
| Net income (loss) | 3,172 |
| | 2,449 |
| | 4,617 |
| | 3,667 |
| | (7,185 | ) | | (6,398 | ) |
| Net income (loss) attributable to non-controlling interest | 27 |
| | 27 |
| | (328 | ) | | (328 | ) | | (1,674 | ) | | (1,674 | ) |
| Net income (loss) attributable to Federated National | | | | | | | | | | | |
| Holding Company shareholders | $ | 3,145 |
| | $ | 2,422 |
| | $ | 4,945 |
| | $ | 3,995 |
| | $ | (5,511 | ) | | $ | (4,724 | ) |
| | | | | | | | | | | | |
| Net income (loss) per share attributable to Federated | | | | | | | | | | | |
| National Holding Company shareholders: | | | | | | | | | | | |
| Basic | $ | 0.23 |
| | $ | 0.18 |
| | $ | 0.38 |
| | $ | 0.30 |
| | $ | (0.42 | ) | | $ | (0.36 | ) |
| Diluted | $ | 0.23 |
| | $ | 0.18 |
| | $ | 0.37 |
| | $ | 0.30 |
| | $ | (0.42 | ) | | $ | (0.36 | ) |
| | | | | | | | | | | | |
| Weighted average number of shares of common stock | | | | | | | | | | | |
| outstanding: | | | | | | | | | | | |
| Basic | 13,432 |
| | 13,432 |
| | 13,171 |
| | 13,171 |
| | 13,135 |
| | 13,135 |
|
| Diluted | 13,559 |
| | 13,559 |
| | 13,256 |
| | 13,256 |
| | 13,135 |
| | 13,135 |
|
| | | | | | | | | | | | |
| Dividends declared per share of common stock | $ | 0.08 |
| | $ | 0.08 |
| | $ | 0.08 |
| | $ | 0.08 |
| | $ | 0.08 |
| | $ | 0.08 |
|
Certain prior period line items in the consolidated statements of comprehensive income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows, were affected by the revisions of previously issued financial statements. All of the changes in the consolidated statements of cash flows were included in cash flows from operating activities and all of the changes in the consolidated statements of comprehensive income were isolated to the net income line, which has been addressed through the preceding disclosures.
Federated National Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2017
17. SUBSEQUENT EVENTS
On February 16, 2018, the Company announced that the Board of Directors declared a dividend of $0.08 per share, payable in June 2018.
On February 21, 2018, FNIC closed on its acquisition of the interest in Monarch Delaware held by the Company's joint venture partners for the agreed upon terms contemplated by the purchase and sale agreement with Crosswinds Investor and TransRe dated November 27, 2017. FNIC purchased Crosswinds Investor’s 42.4% Class A membership interest and 50% voting interest for $12.3 million, and TransRe’s 15.2% non-voting membership interest in Monarch Delaware for $4.4 million. The outstanding principal balance and interest due on the $5.0 million promissory note to TransRe was paid in full. Following the closing, Monarch Delaware and Monarch Holdings were merged into MNIC. With the completion of these transactions, FNIC owns 100% of MNIC.
On February 28, 2018, in connection with the Company’s review of its subsidiaries’ financial condition and capital resources as of the end of the 2017 fiscal year, the Company’s Board of Directors approved an infusion of $30.0 million of capital into FNIC, effective December 31, 2017 for statutory accounting purposes, to support FNIC’s book of business.
On March 1, 2018, FNIC and MNIC have each entered into a Reimbursement Contract (the “Contracts”) with the State Board of Administration of Florida (“SBA”) for the 2018-2019 hurricane season. The SBA is the agency that administers the FHCF. The Contracts will reimburse FNIC and MNIC for covered property losses under their respective homeowners insurance policies resulting from hurricanes that cause damage in the State of Florida, from June 1, 2018 through May 31, 2019.
On March 13, 2018, the Company announced that it has decided to undergo an orderly withdrawal from the commercial general liability line of business and will begin the appropriate steps to withdraw from the line of business, including obtaining all required regulatory approvals.
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Federated National Holding Company
Opinion on Internal Control over Financial Reporting
We have audited Federated National Holding Company and subsidiaries’ internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Federated National Holding Company and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and the financial statement schedules listed in the index at Item 15 and our report dated March 13, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Charlotte, North Carolina
March 13, 2018 |
| | | | | | |
| | Stock Option Awards | Restricted Stock Awards |
| | Shares Acquired on | Value Realized on | Shares Acquired on | Value Realized on |
| Name | Exercise (#) | Exercise ($) | Vesting (#) | Vesting ($) |
| Michael H. Braun | -- | -- | 9,000 |
| $227,880 |
|
| -- | -- | 10,000 |
| $214,000 |
|
| -- | -- | 10,000 |
| $173,000 |
|
| -- | -- | 6,263 |
| $108,600 |
|
| Ronald A. Jordan | -- | -- | 2,000 |
| $36,680 |
|
Chief Executive Officer Pay Ratio Disclosure
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
EvaluationUnder rules adopted pursuant to the Dodd-Frank Act of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in2010, we have presented below the reports that we file or submit underratio of the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated toannual total compensation of our management, includingmedian compensated employee, excluding our Chief Executive Officer, andto the annual total compensation of our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.Executive Officer.
AsWe believe that the ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K of the end ofSEC’s rules. The SEC’s rules for identifying the period covered by this report, we carried out an evaluation, undermedian compensated employee and calculating the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Basedpay ratio based on that evaluation,employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Because other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios, the pay ratios reported by other companies may not be comparable to the pay ratio we have reported below.
We identified our median compensated employee from the 311 full-time and part-time workers who were included as employees on our payroll records as of December 31, 2018 based on base salary, bonus, commissions and equity, with conforming adjustments for employees who were hired during the year but did not work the full 12 months.
The 2018 annual total compensation as determined under Item 402 of Regulation S-K for our Chief Executive Officer was $2,423,203 as reported in the Summary Compensation Table included above. The 2018 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $62,268. The ratio of our Chief Executive Officer’s annual total compensation to our median employee’s total annual compensation for fiscal year 2018 is 39 to 1.
Compensation Committee Interlocks and Chief Financial Officer concluded that our disclosure controls and procedures were effectiveInsider Participation
During fiscal 2018, the Compensation Committee was responsible for overseeing executive compensation. The members of the Compensation Committee as of December 31, 2017.
Management’s Report2018 were Richard W. Wilcox Jr., who served as Chair, Jenifer G. Kimbrough and Thomas A. Rogers. No member of the Compensation Committee was at any time during fiscal 2018 or at any other time an officer or employee of the Company. No member of the Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K of the SEC. No executive officer of the Company served on Internal Control over Financial Reporting
Becausethe board of its inherent limitations, internal controls over financial reporting may not preventdirectors or detect misstatements. Also, projectionsthe compensation committee of any evaluation of effectiveness to future periods are subject to the riskother entity that controls may become inadequate because of changes in condition,has or that the degree of compliance with the policieshas had one or procedures may deteriorate.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting,more executive officers who served as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluationa member of the effectivenessBoard of our internal control over financial reporting based onDirectors or the framework in Internal Control — Integrated Framework (2013) issued by theCompensation Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Based on the results of this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2017 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. We reviewed the results of management’s assessment with the Company’s Audit Committee. Our independent registered public accounting firm that audited the consolidated financial statements include in this Annual Report, Ernst & Young LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting which appears in Part II, Item 8, “Financial Statements and Supplementary Data” included in this Annual Report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurredCompany during the year ended December 31, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness
Our management and our audit committee do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control gaps and instances of fraud have been detected. These inherent limitations include the realities that judgments and decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions.
ITEM 9B. OTHER INFORMATION
None.fiscal 2018.
DIRECTOR COMPENSATION
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCECash Compensation
The information required by Item 10Company’s policy is incorporated herein by referencethat only our non-employee directors receive annual cash directors’ fees and reimbursement of actual out-of-pocket expenses in connection with their service on the Board. Our Chief Executive Officer does not receive any additional compensation for his service on the Board. We had six non-employee directors during 2018.
During 2018, the non-employee directors received an annual retainer of $78,750, payable in quarterly installments in January, April, and July and October. This annual retainer is in lieu of per-meeting directors’ fees. The chairpersons of the Board and certain of the Board committees receive an additional annual fee for serving as chair, as follows: Chairman of the Board, $42,000; chairperson of the Audit Committee, $21,000; chairperson of the Investment Committee, $18,375; chairperson of the Compensation Committee, $15,000; and chairperson of Business Strategy Committee, $15,750. Richard W. Wilcox Jr. also received a fee of $21,000 as the Lead Director during 2018, and did not receive any compensation for serving as the chairperson of the Compensation and Nominating Committees. These annual chair fees are also payable in quarterly installments in January, April, July and October.
For 2019, the Board did not receive any increases in the annual retainer or chair fees.
Equity Compensation
In addition to the applicable informationcash annual retainers and chair fees, our non-employee directors receive compensation for their service in the Proxy Statement for our 2018 Annual Meetingform of Shareholders to be filedgrants of restricted stock. The Board believes that providing a substantial portion of the non-employee directors’ total compensation in the form of equity aligns the directors’ compensation with the Commission not later than 120 days after the closeinterests of the fiscal year.Company’s shareholders. These equity grants are at
a price per share equal to the greater of book value per share or the closing price of the Company’s common stock on the grant date. In March 2019, each non-employee director received a grant of 5,546 shares of restricted stock that vests over three years. These 2019 annual grants reflected an increase of $30,168 from the cash value of the annual grants for 2018, reflecting the impact of the Company’s growth, strategic initiatives and operating environment on the Board’s workload and were in lieu of any increase in cash directors’ fees. ITEM 11. EXECUTIVE COMPENSATION
Cash compensation paid to, and the dollar value of equity awards granted to, our non-employee directors in 2018 are shown in the table below.
|
| | | | | | | | | | | | | |
| NON-EMPLOYEE DIRECTORS' COMPENSATION SUMMARY |
| Name | Fees Earned or Paid in Cash | Equity (Restricted Stock) Awards (1) | Stock Option Awards (1) | Non-Equity Incentive Plan Compensation | Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total |
| Jenifer G. Kimbrough |
| $99,750 |
|
| $69,826 |
| -- | -- | -- | -- |
| $169,576 |
|
| Thomas A. Rogers |
| $94,500 |
|
| $69,826 |
| -- | -- | -- | -- |
| $164,326 |
|
| Bruce F. Simberg |
| $120,750 |
|
| $69,826 |
| -- | -- | -- | -- |
| $190,576 |
|
| William G. Stewart |
| $97,125 |
|
| $69,826 |
| -- | -- | -- | -- |
| $166,951 |
|
| Richard W. Wilcox Jr |
| $99,750 |
|
| $69,826 |
| -- | -- | -- | -- |
| $169,576 |
|
| Roberta N. Young (2) |
| $78,750 |
|
| $169,569 |
| -- | -- | -- | -- |
| $248,319 |
|
| |
| (1) | The following table provides certain additional information concerning the outstanding stock options and/or equity awards held by our non-employee directors as of the end of 2018. |
| |
| (2) | In March 2018, in addition to the annual grant received by each Board member, Ms. Young received a grant of 6,138 shares of restricted stock that vest over five years in connection with her election to the Board. |
|
| | | | | | | |
| Name | Total Stock Option/Equity
Awards Outstanding
at 2018 Fiscal Year End
(Shares) | Stock Option /
Equity Awards
Granted During
Fiscal Year 2018 (Shares) | Grant Date Fair Value of Equity Awards Granted During Fiscal Year 2018 ($) |
| Jenifer G. Kimbrough | 24,708 | (a) | 4,297 |
| $69,826 |
| (b) |
| Thomas A. Rogers | 10,839 | (c) | 4,297 |
| $69,826 |
| (b) |
| Bruce F. Simberg | 11,708 | (d) | 4,297 |
| $69,826 |
| (b) |
| William G. Stewart | 10,839 | (c) | 4,297 |
| $69,826 |
| (b) |
| Richard W. Wilcox Jr | 9,708 | (e) | 4,297 |
| $69,826 |
| (b) |
| Roberta N. Young | 10,435 | (f) | 10,435 |
| $169,569 |
| (b) |
| |
| (a) | Includes 15,000 fully vested options granted on April 6, 2012 with an exercise price of $4.40 and an expiration date of April 6, 2022; 2,000 shares of restricted stock which began vesting over five years with an initial vest date of September 9, 2015; 1,218 shares of restricted stock which began vesting over three years with an initial vest date of March 10, 2017, 2,193 shares of restricted stock which will begin vesting over three years with an initial vest date of March 14, 2018 and 4,297 shares of restricted stock which will begin vesting over three years with an initial vest date of March 6, 2019. |
| |
| (b) | Based on the market value per share of $16.25 on March 16, 2018. |
| |
| (c) | Includes 1,218 shares of restricted stock which began vesting over three years with an initial vest date of March 10, 2017, 3,131 shares of restricted stock which began vesting over five years with an initial vest date of March 10, 2017 and 2,193 shares of restricted stock which will begin vesting over three years with an initial vest date of March 14, 2018, and 4,297 shares of restricted stock which will begin vesting over three years with an initial vest date of March 6, 2019. |
| |
| (d) | Includes 4,000 shares of restricted stock which will began vesting over five years with an initial vest date of September 9, 2015, 1,218 shares of restricted stock which began vesting over three years with an initial vest date of March 10, 2017 and 2,193 |
shares of restricted stock which will begin vesting over three years with an initial vest date of March 14, 2018 and 4,297 shares of restricted stock which will begin vesting over three years with an initial vest date of March 6, 2019.
| |
| (e) | Includes 2,000 shares of restricted stock which began vesting over five years with an initial vest date of September 9, 2015; 1,218 shares of restricted stock which began vesting over three years with an initial vest date of March 10, 2017 and 2,193 shares of restricted stock which will begin vesting over three years with an initial vest date of March 14, 2018 and 4,297 shares of restricted stock which will begin vesting over three years with an initial vest date of March 6, 2019. |
| |
| (f) | Includes 6,138 shares of restricted stock which will begin vesting over five years with an initial vest date of March 6, 2019 and 4,297 shares of restricted stock which will begin vesting over three years with an initial vest date of March 06, 2019. |
Director Stock Ownership and Retention Guidelines
The informationBoard approved stock ownership and retention guidelines applicable to our directors. Under these guidelines, our outside, non-employee directors are each required by Item 11 is incorporated herein by reference to the applicable information in the Proxy Statement for our 2018 Annual Meeting of Shareholders to be filed with the Commission not later than 120 days after the closehold shares of the fiscal year.Company’s common stock with a value of at least four times the annual retainer. The guidelines further provide that the outside directors should achieve the guideline amounts within five years of the policy’s adoption and, until the guideline amounts are achieved, our directors must retain 66-2/3% of any shares received as equity grants from the Company, net of share withheld or sold to pay taxes. The Board also prohibited hedging the Company’s common stock and prohibited pledging the Company’s common stock except in limited circumstances as approved by the Board. All of our directors except for the Board members joining in 2015 and 2017 are in compliance with these guidelines; these three directors are still within the five-year transition period.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTMANAGMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of April 26, 2019, information required by Item 12 is incorporated herein by referencewith respect to the applicable informationbeneficial ownership of our common stock by (i) each person who is known by us to beneficially own 5% or more of our outstanding common stock, (ii) each of our executive officers named in the Summary Compensation Table in the section “Executive Compensation,” (iii) each of our Proxy Statement for our 2018 Annual Meeting of Shareholders to be filed with the Commission not later than 120 days after the close of the fiscal year.directors, and (iv) all directors and executive officers as a group.
As used herein, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose or direct the disposition of) with respect to the shares through any contract, arrangement, understanding, relationship or otherwise, including a right to acquire such power(s) during the next 60 days. Unless otherwise noted, beneficial ownership consists of sole ownership, voting and investment rights, and the address for each person is c/o FedNat Holding Company, 14050 N.W. 14th Street, Suite 180, Sunrise, Florida 33323.
|
| | | |
| Name and Address of Beneficial Owner (1) | Number of Shares Beneficially Owned | Percent of Class Outstanding (1) |
| Michael H. Braun (2) | 611,706 | 4.62 | % |
| Bruce F. Simberg (3) | 512,150 | 3.87 | % |
| Richard W. Wilcox Jr. (4) | 176,761 | 1.34 | % |
| Jenifer G. Kimbrough (5) | 38,780 | * |
|
| Ronald A. Jordan (8) | 34,149 | * |
|
| Thomas A. Rogers (6) | 22,004 | * |
|
| William G. Stewart (7) | 22,004 | * |
|
| Roberta N. Young (9) | 15,981 | * |
|
| All directors and executive officers as a group (nine persons) (10) | 1,433,535 | 10.84 | % |
| | | |
| 5% or greater holders: |
| Dimensional Fund Advisors LP (11) | 1,089,117 | 8.23 | % |
| Palisades West, Building One | | |
| 6300 Bee Cave Road | | |
| Austin, TX 78746 | | |
| Lenox Capital Management, Inc. (12) | 1,078,380 | 8.15 | % |
| Douglas Ruth (12) | | |
| 322 Alana Drive | | |
| New Lenox, IL 60451 | | |
| BlackRock, Inc. (13) | 897,350 | 6.78 | % |
| 55 East 52nd Street | | |
| New York, NY 10022 | | |
| Capital Returns Management, LLC (14) | 823,830 | 6.23 | % |
| Ronald D. Bobman (14) | | |
| 641 Lexington Avenue, 18th Floor |
| New York, NY 10022 | | |
* Less than 1%.
| |
| (1) | Unless otherwise indicated, the address of each beneficial owner listed is c/o FedNat Holding Company, 14050 N.W. 14 Street, Suite 180, Sunrise, Florida 33323. The percentage of class outstanding is based on 13,228,114 shares outstanding as of April 26, 2019. |
| |
| (2) | Includes 9,000 shares of restricted stock, which began vesting over five years with an initial vest date of September 9, 2015, 10,000 shares of restricted stock, which began vesting over five years with an initial vest date of December 9, 2015, 20,000 shares of restricted stock, which began vesting over five years with an initial vest date of May 5, 2016, 12,526 shares of restricted stock, which began vesting over five years with an initial vest date of March 10, 2017, 15,229 shares of restricted stock, which began vesting over three years based on performance with an initial vest date of March 14, 2018, 22,843 shares of restricted stock, which will cliff vest over three years based on performance on March 14, 2020, 34,104 shares of restricted stock, which began vesting over three years based on performance with an initial vest date of March 16, 2019, 25,578 shares of restricted stock, which will cliff vest over three years based on performance with a vest date of March 16, 2021, and 55,462 shares of restricted stock, which will begin vesting over three years based on performance with an initial vest date of March 6, 2020. |
| |
| (3) | Includes 1,096 shares of restricted stock, which began vesting over three years with an initial vest date of March 14, 2018, 2,864 shares of restricted stock, which began vesting over three years with an initial vest date of March 16, 2019, and 5,546 shares of restricted stock, which will vest over three years with an initial vest date of March 6, 2020. |
| |
| (4) | Includes 3,000 shares of common stock held in Mr. Wilcox’s IRA, 40,000 shares of common stock held by Mr. Wilcox’s spouse, 2,000 shares of restricted stock, which began vesting over five years with an initial vest date of September 9, 2015, 1,096 shares of restricted stock, which began vesting over three years with an initial vest date of March 14, 2018, 2,864 shares of restricted stock, which began vesting over three years with an initial vest date of March 16, 2019 and 5,546 shares of restricted stock, which will vest over three years with an initial vest date of March 6, 2020. |
| |
| (5) | Includes 2,000 shares of restricted stock, which began vesting over five years with an initial vest date of September 9, 2015, 1,096 shares of restricted stock, which began vesting over three years with an initial vest date of March 14, 2018, 2,864 shares of restricted stock, which began vesting over three years with an initial vest date of March 16, 2019, 5,546 shares of restricted stock, which will vest over three years with an initial vest date of March 6, 2020 and 15,000 shares of common stock issuable upon the exercise of vested stock options held by Ms. Kimbrough. |
| |
| (6) | Includes 8,000 restricted shares, which began vesting over five years with an initial vest date of May 12, 2018, 4,450 shares of restricted stock, which began vesting over three years based on performance with an initial vest date of March 16, 2019, 3,338 shares of restricted stock, which will cliff vest over three years based on performance with a vest date of March 16, 2021, 5,546 shares of restricted stock, which will vest over five years with an initial vest date of March 6, 2020 and 10,815 shares of restricted stock, which will vest over three years based on performance with an initial vest date of March 6, 2020. |
| |
| (7) | Includes 2,088 shares of restricted stock, which began vesting over five years with an initial vest date of March 10, 2017, 1,096 shares of restricted stock, which began vesting over three years with an initial vest date of March 14, 2018, 2,864 shares of restricted stock which began vesting over three years with an initial vest date of March 16, 2019 and 5,546 shares of restricted stock which will vest over three years with an initial vest date of March 6, 2020. |
| |
| (8) | Includes 2,088 shares of restricted stock, which began vesting over five years with an initial vest date of March 10, 2017, 1,096 shares of restricted stock, which began vesting over three years with an initial vest date of March 14, 2018, 2,864 shares of restricted stock, which began vesting over three years with an initial vest date of March 16, 2019 and 5,546 shares of restricted stock, which will vest over three years with an initial vest date of March 6, 2020. |
| |
| (9) | Includes 2,864 shares of restricted stock, which began vesting over three years with an initial vest date of March 16, 2019, 4,911 shares of restricted stock, which began vesting over five years with an initial vest date of March 16, 2019 and 5,546 shares of restricted stock, which will vest over three years with an initial vest date of March 6, 2020. |
| |
| (10) | Includes a total of 311,478 shares of unvested restricted stock, but does not include the 15,000 shares of common stock issuable upon the exercise of vested stock options, which are both detailed above. |
| |
| (11) | This information is based on the Schedule 13G/A filed with the SEC on February 8, 2019. |
| |
| (12) | This information is based on the Schedule 13G/A filed with the SEC on February 20, 2019. |
| |
| (13) | This information is based on the Schedule 13G/A filed with the SEC on February 4, 2019. |
| |
| (14) | This information is based on the Schedule 13G/A filed with the SEC on February 13, 2019. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Family Relationships
There are no family relationships between or among our executive officers and directors.
Related Transactions
The information requiredfollowing is a summary of transactions during since the beginning of the 2018 fiscal year between the Company and its executive officers, directors, nominees for director, principal shareholders and other related parties involving amounts in excess of $120,000 or that the Company has chosen to voluntarily disclose.
During 2018, the brother of Michael H. Braun, the Company’s Chief Executive Officer and President, received $162,766 for his services in 2018 as Director of Budgets and Forecasts. We believe that the compensation provided to this individual is comparable to that paid by Item 13 is incorporated herein by referenceother companies in our industry and market for similar positions.
We have adopted a written policy that any transactions between the Company and executive officers, directors, principal shareholders or their affiliates take place on an arm’s-length basis and require the approval of a majority of our independent directors, as defined in the Nasdaq Rules.
The Board has determined that the following continuing directors are independent pursuant to the Nasdaq Rules applicable information into the Proxy Statement for the 2018 Annual Meeting of Shareholders to be filed with the Commission not later than 120 days after the close of the fiscal year.Company: Bruce F. Simberg, Richard W. Wilcox Jr., Jenifer G. Kimbrough, Thomas A. Rogers, William G. Stewart and Roberta N. Young.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information requiredAudit Committee, which is responsible for the appointment, compensation and oversight of our independent auditors, has engaged Ernst & Young LLP (“E&Y”) as independent auditors to audit our consolidated financial statements for the year ending December 31, 2018.
Our Audit Committee requires that management obtain the prior approval of the Audit Committee for all audit and permissible non-audited services to be provided by Item 14 is incorporated hereinE&Y. The Audit Committee considers and approves at each meeting, as needed, anticipated audit and permissible non-audit services to be provided by referenceE&Y during the year and estimated fees. The Audit Committee Chairman may approve permissible non-audit services with subsequent notification to the applicable informationfull Audit Committee. All services rendered to us by E&Y in the Proxy Statement2018 were pre-approved in accordance with these procedures.
The Company’s independent auditors for the 2018 Annual Meetingfiscal year, E&Y, has advised the Company that neither it, nor any of Shareholders to be filed withits members, has any direct financial interest in the Commission not later than 120 days after the close ofCompany as a promoter, underwriter, voting trustee, director, officer or employee. All professional services rendered by E&Y during the fiscal year.year ended December 31, 2018 were furnished at customary rates and were performed by full-time, permanent employees.
The following table shows fees that we paid (or accrued) for professional services rendered by E&Y for fiscal 2018 and 2017.
|
| | | | | | |
| | Year Ended December 31, |
| | 2018 | 2017 |
| Audit Fees (1) | $ | 915,200 |
|
| $1,129,000 |
|
| Audit-Related Fees (2) | 36,511 |
| 121,553 |
|
| Tax fees (3) | 252,840 |
| 154,152 |
|
| Total |
| $1,204,551 |
|
| $1,404,705 |
|
| |
| (1) | Audit fees consisted of audit work performed in the preparation of financial statements, as well as work generally only the independent auditor can reasonably be expected to provide, such as statutory audits. |
| |
| (2) | Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit fees.” |
| |
| (3) | Tax fees consist of fees billed for professional services rendered for tax compliance, tax advice, and tax planning. These services include assistance regarding federal, state, and international tax compliance, acquisitions and international tax planning. |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 10-K
|
| | |
| | | |
| | (a) | The following documents are filed as part of this report. |
|
| | |
| | | |
| | (1) | Financial Statements |
|
| | |
| | | |
| | | The following consolidated financial statements of the Company and the reports of independent auditors thereon are filed with this report: |
|
| | |
| | | |
| | | Independent Auditor’s Reports |
|
| | |
| | | |
| | | Consolidated Balance Sheets as of December 31, 20172018 and 20162017 |
|
| | |
| | | |
| | | Consolidated Statements of Operations for the years ended December 31, 2018, 2017 2016 and 2015.2016. |
|
| | |
| | | |
| | | Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 2017 2016 and 2015.2016. |
|
| | |
| | | |
| �� | | Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2018, 2017 2016 and 2015.2016. |
|
| | |
| | | |
| | | Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 2016 and 2015.2016. |
|
| | |
| | | |
| | | Notes to Consolidated Financial Statements for the years ended December 31, 2018, 2017 2016 and 2015.2016. |
|
| | |
| | | |
| | (2) | Financial Statement Schedules. |
|
| | |
| | | |
| | | The following are included herein under Item 8, Financial Statements and Supplementary Data: |
|
| | |
| | | |
| | | Schedule II, Condensed Financial Information of Registrant |
|
| | |
| | | |
| | | Schedule V, Valuation and Qualifying Accounts |
|
| | |
| | | |
| | | Schedule VI, Supplemental Information Concerning Insurance Operations |
EXHIBIT INDEX
|
| | | | | | | |
| Exhibit Number | | Exhibit Description | | Incorporated by Reference | Filed Herewith |
| | | | | Form | Exhibit | Filing Date | |
| | | | | | | | |
| 3.1 | | | | 10-Q | 3.1 | August 9, 2017 | |
| | | | | | | | |
| 3.2 | | | | 10-Q | 3.2 | August 9, 2017 | |
| | | | | | | | |
| 4.1 | | | | SB-2 File No. 333-63623 | 4.1 | October 27, 1998 | |
| | | | | | | | |
| 4.2 | | | | 8-K | 4.1 | January 3, 2018 | |
| | | | | | | | |
| 4.3 | | | | 8-K | 4.2 | January 3, 2018 | |
| | | | | | | | |
| 4.4 | | | | 8-K | 4.3 | January 3, 2018 | |
|
| | | | | | | |
| Exhibit Number | | Exhibit Description | | Incorporated by Reference | Filed Herewith |
| | | | | Form | Exhibit | Filing Date | |
| | | | | | | | |
| 2.1 | | | | 8-K | 2.1 | February 26, 2019 | |
| | | | | | | | |
| 3.1 | | | | 10-Q | 3.1 | November 7, 2018 | |
| | | | | | | | |
| 3.2 | | | | 10-Q | 3.2 | November 7, 2018 | |
| | | | | | | | |
| 4.1 | | | | SB-2 File No. 333-63623 | 4.1 | October 27, 1998 | |
| | | | | | | | |
| 4.2 | | | | 8-K | 4.1 | January 3, 2018 | |
| | | | | | | | |
| 4.3 | | | | 8-K | 4.2 | January 3, 2018 | |
| | | | | | | | |
| 4.4 | | | | 8-K | 4.3 | January 3, 2018 | |
| | | | | | | | |
| 4.5 | | | | 8-K | 4.4 | January 3, 2018 | |
| | | | | | | | |
| 4.6 | | | | 8-K | 4.5 | January 3, 2018 | |
| | | | | | | | |
| 4.7 | | | | 8-K | 4.1 | March 6, 2019 | |
| | | | | | | | |
| 4.8 | | Form of Rule 144A Senior Unsecured Note due 2029 (included in Exhibit 4.7) | | 8-K | 4.2 | March 6, 2019 | |
| | | | | | | | |
| 4.9 | | Form of IAI Senior Unsecured Note due 2029 (included in Exhibit 4.7) | | 8-K | 4.3 | March 6, 2019 | |
| | | | | | | | |
| 10.1* | | | | 10-Q | 10.2 | November 9, 2017 | |
| | | | | | | | |
| 10.2* | | | | 10-Q | 10.1 | November 7, 2018 | |
| | | | | | | | |
| 10.3* | | | | 10-Q | 10.2 | November 7, 2018 | |
| | | | | | | | |
| 10.4* | | | | 10-Q | 10.3 | November 7, 2018 | |
| | | | | | | | |
|
| | | | | | | |
| | | | | | | | |
| 4.5 | | | | 8-K | 4.4 | January 3, 2018 | |
| | | | | | | | |
| 4.6 | | | | 8-K | 4.5 | January 3, 2018 | |
| | | | | | | | |
| 10.1 | | | | 10-Q/A (Amendment No. 1) | 10.2 | May 26, 2017 | |
| | | | | | | | |
| 10.2* | | | | 10-Q | 10.2 | November 9, 2017 | |
| | | | | | | | |
| 10.3* | | | | 10-Q | 10.1 | November 9, 2017 | |
| | | | | | | | |
| 10.4* | | | | 10-Q | 10.3 | November 9, 2017 | |
| | | | | | | | |
| 10.5* | | | | 10-Q | 10.4 | November 9, 2017 | |
| | | | | | | | |
| 10.6* | | | | 10-Q | 10.5 | November 9, 2017 | |
| | | | | | | | |
| 10.7* | | | | 10-Q | 10.6 | November 9, 2017 | |
| | | | | | | | |
| 10.8* | | | | 10-Q | 10.7 | November 9, 2017 | |
| | | | | | | | |
| 10.9* | | | | 10-Q | 10.8 | November 9, 2017 | |
| | | | | | | | |
| 10.10* | | | | 10-Q | 10.9 | November 9, 2017 | |
| | | | | | | | |
| 10.11 | | | | 10-Q | 10.5 | November 6, 2013 | |
| | | | | | | | |
| 10.12 | | | | 10-Q | 10.6 | November 6, 2013 | |
| | | | | | | | |
| 10.13 | | | | 10-Q | 10.6 | May 11, 2015 | |
| | | | | | | | |
| 10.14 | | | | 10-Q | 10.1 | May 11, 2015 | |
| | | | | | | | |
|
| | | | | | | |
| 10.5* | | | | 10-Q | 10.4 | November 7, 2018 | |
| | | | | | | | |
| 10.6* | | | | 10-Q | 10.5 | November 7, 2018 | |
| | | | | | | | |
| 10.7* | | | | 10-Q | 10.6 | November 7, 2018 | |
| | | | | | | | |
| 10.8 | | | | 10-Q | 10.1 | May 8, 2018 | |
| | | | | | | | |
| 10.9 | | | | 10-Q | 10.2 | May 8, 2018 | |
| | | | | | | | |
| 10.10* | | | | 10-Q | 10.9 | November 9, 2017 | |
| | | | | | | | |
| 10.11 | | | | 10-Q | 10.5 | November 6, 2013 | |
| | | | | | | | |
| 10.12 | | | | 10-Q | 10.6 | November 6, 2013 | |
| | | | | | | | |
| 10.13 | | | | 10-Q | 10.6 | May 11, 2015 | |
| | | | | | | | |
| 10.14+ | | | | 10-Q | 10.3 | May 10, 2017 | |
| | | | | | | | |
| 10.15+ | | | | 10-Q | 10.4 | May 10, 2017 | |
| | | | | | | | |
| 10.16+ | | | | 10-K | 10.30 | March 16, 2017 | |
| | | | | | | | |
| 10.17+ | | | | 10-Q | 10.5 | May 10, 2017 | |
| | | | | | | | |
| 10.18+ | | | | 8-K | 99.2 | January 14, 2019 | |
| | | | | | | | |
| 10.19+ | | | | 8-K | 99.3 | January 14, 2019 | |
| | | | | | | | |
|
| | | | | | | |
| 10.15 | | | | 10-Q | 10.2 | May 11, 2015 | |
| | | | | | | | |
| 10.16 | | | | 8-K | 10.1 | September 21, 2017 | |
| | | | | | | | |
| 10.17+ | | | | 10-Q | 10.3 | May 10, 2017 | |
| | | | | | | | |
| 10.18+ | | | | 10-Q | 10.4 | May 10, 2017 | |
| | | | | | | | |
| 10.19+ | | | | 10-K | 10.30 | March 16, 2017 | |
| | | | | | | | |
| 10.20+ | | | | 10-Q | 10.5 | May 10, 2017 | |
| | | | | | | | |
| 10.21+ | | | | 10-Q | 10.2 | May 10, 2017 | |
| | | | | | | | |
| 10.22+ | | | | 10-Q | 10.1 | May 10, 2017 | |
| | | | | | | | |
| 10.23+ | | | | 10-K | 10.14 | March 17, 2008 | |
| | | | | | | | |
| 10.24+ | | | | 8-K | 10.1 | August 7, 2013 | |
| | | | | | | | |
| 10.25+ | | | | 10-K | 10.3 | April 1, 2013 | |
| | | | | | | | |
| 10.26+ | | | | Definitive Proxy Statement for 2009 Annual Meeting | Annex A | April 2, 2009 | |
| | | | | | | | |
| 10.27+ | | | | 8-K | 10.1 | January 20, 2012 | |
| | | | | | | | |
| 10.28+ | | | | 10-Q | 10.3 | May 11, 2015 | |
| | | | | | | | |
| 10.29+ | | | | 10-Q | 10.4 | May 11, 2015 | |
| | | | | | | | |
| 10.30 | | | | 8-K | 10.2 | January 20, 2012 | |
| | | | | | | | |
| 10.31 | | | | 10-Q | 10.5 | May 11, 2015 | |
| | | | | | | | |
|
| | | | | | | |
| 10.20+ | | | | 10-K | 10.14 | March 17, 2008 | |
| | | | | | | | |
| 10.21+ | | | | 8-K | 10.1 | August 7, 2013 | |
| | | | | | | | |
| 10.22+ | | | | 8-K | 10.1 | January 20, 2012 | |
| | | | | | | | |
| 10.23+ | | | | 10-Q | 10.3 | May 11, 2015 | |
| | | | | | | | |
| 10.24+ | | | | 10-Q | 10.4 | May 11, 2015 | |
| | | | | | | | |
| 10.25+ | | | | 8-K | 99.1 | January 14, 2019 | |
| | | | | | | | |
| 10.26+ | | | | 10-K | 10.31 | March 16, 2017 | |
| | | | | | | | |
| 10.27 | | | | 8-K | 10.1 | February 26, 2019 | |
| | | | | | | | |
| 10.28 | | | | 8-K | 10.2 | February 26, 2019 | |
| | | | | | | | |
| 10.29 | | | | 8-K | 10.1 | March 6, 2019 | |
| | | | | | | | |
| 10.30 | | | | 8-K/A | 10.1 | March 6, 2019 | |
| | | | | | | | |
| 21.1 | | | | 10-K | 21.1 | March 7, 2019 | |
| | | | | | | | |
| 23.1 | | | | 10-K | 23.1 | March 7, 2019 | |
| | | | | | | | |
| 31.1 | | | | 10-K | 31.1 | March 7, 2019 | |
| | | | | | | | |
| 31.2 | | | | 10-K | 31.2 | March 7, 2019 | |
| | | | | | | | |
| 31.3 | | | | | | | X |
| | | | | | | | |
| 31.4 | | | | | | | X |
| | | | | | | | |
| 32.1 | | | | 10-K | 32.1 | March 7, 2019 | |
| | | | | | | | |
| 32.2 | | | | 10-K | 32.2 | March 7, 2019 | |
| | | | | | | | |
|
| | | | | | | |
| 10.32+ | | | | 10-K | 10.31 | March 16, 2017 | |
| | | | | | | | |
| 10.33 | | | | 8-K | 2.1 | November 28, 2017 | |
| | | | | | | | |
| 21.1 | | | | | | | X |
| | | | | | | | |
| 23.1 | | | | | | | X |
| | | | | | | | |
| 31.1 | | | | | | | X |
| | | | | | | | |
| 31.2 | | | | | | | X |
| | | | | | | | |
| 32.1 | | | | | | | X |
| | | | | | | | |
| 32.2 | | | | | | | X |
| | | | | | | | |
| 101.INS** | | XBRL Instance Document. | | | | | X |
| | | | | | | | |
| 101.SCH** | | XBRL Taxonomy Extension Schema Document. | | | | | X |
| | | | | | | | |
| 101.CAL** | | XBRL Taxonomy Extension Calculation Linkbase Document. | | | | | X |
| | | | | | | | |
| 101.LAB** | | XBRL Taxonomy Extension Label Linkbase Document. | | | | | X |
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| 101.PRE** | | XBRL Taxonomy Extension Presentation Linkbase Document. | | | | | X |
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| 101.INS** | | | | 10-K | 101.IN | March 7, 2019 | |
| 101.SCH** | | | | 10-K | 101.SC | March 7, 2019 | |
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| 101.CAL** | | | | 10-K | 101.CA | March 7, 2019 | |
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| 101.LAB** | | | | 10-K | 101.LA | March 7, 2019 | |
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| 101.PRE** | | | | 10-K | 101.PR | March 7, 2019 | |
____________________
+ Indicates a Management Compensation Plan or Arrangement
* Portions of this exhibit have been omitted pursuant to a confidential treatment request granted by the SEC.
** In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or Exchange Act, except as shall be expressly set forth by specific reference in such filing. Incorporated by reference to the Form 10-K for the year ended December 31, 2018 filed with the SEC on March 7, 2019.
Index to Financial Statement Schedules
ITEM 16. FORM 10-K SUMMARY
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on Form 10-K report10-K/A to be signed on its behalf by the undersigned theretothereunto duly authorized.
|
| | | |
| | FEDERATED NATIONALFEDNAT HOLDING COMPANY | |
| | | | |
| | By: | /s/ Michael H. Braun | |
| | | Michael H. Braun, Chief Executive Officer | |
| | | (Principal Executive Officer) | |
Date: March 13, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.
|
| | | |
Signature | | Title | Date |
| | | |
/s/ Michael H. Braun | | Chief Executive Officer, President and Director | March 13, 2018 |
Michael H. Braun | | (Principal Executive Officer) | |
| | | | |
| | | | |
| /s/ Ronald Jordan | |
| | Ronald Jordan, Chief Financial Officer | March 13, 2018 |
Ronald A. Jordan
| | (Principal Financial Officer) | |
| | | |
| | | |
/s/ Erick A. Fernandez | | Chief Accounting Officer | March 13, 2018 |
Erick A. Fernandez | | (Principal Accounting Officer) | |
| | | |
| | | |
/s/ Bruce F. Simberg | | Chairman of the Board and Director | March 13, 2018 |
Bruce F. Simberg | | | |
| | | |
| | | |
/s/ Jenifer G. Kimbrough | | Director | March 13, 2018 |
Jenifer G. Kimbrough | | | |
| | | |
| | | |
/s/ Thomas A. Rogers | | Director | March 13, 2018 |
Thomas A. Rogers | | | |
| | | |
| | | |
/s/ William G. Stewart | | Director | March 13, 2018 |
William G. Stewart | | | |
| | | |
| | | |
/s/ Richard W. Wilcox, Jr. | | Director | March 13, 2018 |
Richard W. Wilcox, Jr. | | | |
| | | |
| | | |
/s/ Roberta N. Young | | Director | March 13, 2018 |
Roberta N. Young
| | | |
Schedule II – Condensed Financial Information of Registrant
Condensed Balance Sheets
FEDERATED NATIONAL HOLDING COMPANY (Parent Company Only)
December 31, 2017 and 2016
|
| | | | | | | | |
| | | December 31, |
| | | 2017 | | 2016 |
| ASSETS | | (In thousands) |
| Investments in subsidiaries | | $ | 220,901 |
| | $ | 280,277 |
|
| Investments securities, available-for-sale, at fair value | | 15,826 |
| | 31,750 |
|
| Cash and cash equivalents | | 46,717 |
| | 7,786 |
|
| Deferred income taxes, net | | — |
| | — |
|
| Income taxes receivable | | 7,700 |
| | 9,811 |
|
| Other assets | | 1,938 |
| | 2,031 |
|
| Total assets | | $ | 293,082 |
| | $ | 331,655 |
|
| | | | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | |
| Due to subsidiaries | | $ | 19,624 |
| | $ | 93,653 |
|
| Deferred income taxes, net | | (415 | ) | | 1,642 |
|
| Long-term debt, net of deferred financing costs | | 44,321 |
| | — |
|
| Other liabilities | | 2,093 |
| | 1,895 |
|
| Total liabilities | | 65,623 |
| | 97,190 |
|
| | | | | |
| Preferred stock | | — |
| | — |
|
| Common stock | | 130 |
| | 134 |
|
| Additional paid-in capital | | 139,728 |
| | 136,779 |
|
| Accumulated other comprehensive income | | 1,770 |
| | 1,941 |
|
| Retained earnings | | 70,009 |
| | 76,884 |
|
| Total shareholders’ equity attributable to Federated National Holding Company shareholders | | 211,637 |
| | 215,738 |
|
| Non-controlling interest | | 15,822 |
| | 18,727 |
|
| Total shareholders’ equity | | 227,459 |
| | 234,465 |
|
| Total liabilities and shareholders’ equity | | $ | 293,082 |
| | $ | 331,655 |
|
The accompanying note is an integral part of the condensed financial statements.Date: April 30, 2019
Schedule II – Condensed Financial Information of Registrant (Continued)
Condensed Statements of Earnings
FEDERATED NATIONAL HOLDING COMPANY (Parent Company Only)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| | | (In thousands) |
| Revenue: | | | | | | |
| Management fees | | $ | 2,611 |
| | $ | 2,492 |
| | $ | 2,489 |
|
| Net investment income | | 501 |
| | 623 |
| | 609 |
|
| Equity in income of consolidated subsidiaries | | 16,902 |
| | 8,550 |
| | 69,657 |
|
| Total revenue | | 20,014 |
| | 11,665 |
| | 72,755 |
|
| | | | | | | |
| Costs and expenses: | | | | | | |
| General and administrative expenses | | 11,087 |
| | 9,862 |
| | 9,810 |
|
| Total costs and expenses | | 11,087 |
| | 9,862 |
| | 9,810 |
|
| | | | | | | |
| Income before income taxes | | 8,927 |
| | 1,803 |
| | 62,945 |
|
| Income taxes | | 3,585 |
| | 542 |
| | 24,089 |
|
| Net income | | 5,342 |
| | 1,261 |
| | 38,856 |
|
| Net (loss) income attributable to non-controlling interest | | (2,647 | ) | | 246 |
| | (445 | ) |
| | | | | | | |
| Net income attributable to Federated National Holding Company shareholders | | $ | 7,989 |
| | $ | 1,015 |
| | $ | 39,301 |
|
The accompanying note is an integral part of the condensed financial statements.
Schedule II – Condensed Financial Information of Registrant (Continued)
Condensed Statements of Cash Flows
FEDERATED NATIONAL HOLDING COMPANY (Parent Company Only)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| | | (In thousands) |
| Cash flow from operating activities: | | | | | | |
| Net income | | $ | 5,342 |
| | $ | 1,261 |
| | $ | 38,856 |
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | | | |
| Equity in undistributed income of consolidated subsidiaries | | (16,902 | ) | | (10,691 | ) | | (70,321 | ) |
| Depreciation and amortization | | 88 |
| | 73 |
| | 64 |
|
| Share-based compensation | | 2,846 |
| | 4,420 |
| | 4,527 |
|
| Changes in operating assets and liabilities: | | | | | | |
| Deferred income taxes, net of other comprehensive income | | (2,057 | ) | | 2,127 |
| | (153 | ) |
| Income taxes receivable, net | | 6,411 |
| | 2,978 |
| | 24,352 |
|
| Capital contribution payable | | — |
| | — |
| | (18,501 | ) |
| Due to subsidiaries | | 20,468 |
| | 23,574 |
| | 6,430 |
|
| Other, net | | 1,450 |
| | 3,786 |
| | 2,057 |
|
| Net cash provided by (used in) operating activities | | 17,646 |
| | 27,528 |
| | (12,689 | ) |
| | | | | | | |
| Cash flow from investing activities: | | | | | | |
| Capital contributions to consolidated subsidiaries, net | | (25,000 | ) | | — |
| | (32,743 | ) |
| Sales, maturities and redemptions of investments securities | | 42,979 |
| | 76,928 |
| | 38,612 |
|
| Purchases of investment securities | | (26,828 | ) | | (83,724 | ) | | (21,354 | ) |
| Purchases of property and equipment | | (102 | ) | | (299 | ) | | (113 | ) |
| Net cash used in investing activities | | (8,951 | ) | | (7,095 | ) | | (15,598 | ) |
| | | | | | | |
| Cash flow from financing activities: | | | | | | |
| Proceeds from issuance of long-term debt | | 45,000 |
| | — |
| | — |
|
| Non-controlling interest equity investment | | — |
| | — |
| | 18,743 |
|
| Tax impact related to share-based compensation | | — |
| | 589 |
| | 1,564 |
|
| Issuance of common stock for share-based awards | | 103 |
| | 361 |
| | 171 |
|
| Purchases of Federated National Holding Company common stock | | (10,616 | ) | | (11,317 | ) | | — |
|
| Dividends paid | | (4,251 | ) | | (4,677 | ) | | (1,847 | ) |
| Net cash provided by (used in) financing activities | | 30,236 |
| | (15,044 | ) | | 18,631 |
|
| Net increase (decrease) in cash and cash equivalents | | 38,931 |
| | 5,389 |
| | (9,656 | ) |
| Cash and cash equivalents at beginning of period | | 7,786 |
| | 2,397 |
| | 12,053 |
|
| Cash and cash equivalents at end of period | | $ | 46,717 |
| | $ | 7,786 |
| | $ | 2,397 |
|
The accompanying note is an integral part of the condensed financial statements.
Schedule II – Condensed Financial Information of Registrant (Continued)
Note to Condensed Financial Statements
FEDERATED NATIONAL HOLDING COMPANY (Parent Company Only)
(1) ORGANIZATION AND BASIS OF PRESENTATION
Federated National Holding Company (“FNHC”), the Parent Company, is an insurance holding company that controls substantially all steps in the insurance underwriting, distribution and claims processes through our subsidiaries and our contractual relationships with our independent agents and general agents.
The accompanying condensed financial statements include the activity of the Parent Company and, on an equity basis, its consolidated subsidiaries. Accordingly, these condensed financial statements have been presented for the parent company only. These condensed financial statements should be read in conjunction with the consolidated financial statements and related notes of FNHC and subsidiaries set forth in Part II, Item 8 Financial Statements and Supplemental Data of this Annual Report.
In applying the equity method to our consolidated subsidiaries, we record the investment at cost and subsequently adjust for additional capital contributions, distributions and proportionate share of earnings or losses.
Schedule V – Valuation and Qualifying Accounts
FEDERATED NATIONAL HOLDING COMPANY AND SUBSIDIARIES
|
| | | | | | | | | | | | | | | | | | |
| | | | | | | Charged to | | | | |
| | | | | Balance at | | Costs and | | | | Balance at |
| Year | | Description | | January 1, | | Expenses | | Deductions | | December 31, |
| | | | | (in thousands) |
| 2017 | | Allowance for uncollectible reinsurance recoverable | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
| | | Allowance for uncollectible premiums receivable | | $ | 55 |
| | $ | 15 |
| | $ | — |
| | $ | 70 |
|
| 2016 | | Allowance for uncollectible reinsurance recoverable | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
| | | Allowance for uncollectible premiums receivable | | $ | 302 |
| | $ | (219 | ) | | $ | (28 | ) | | $ | 55 |
|
| 2015 | | Allowance for uncollectible reinsurance recoverable | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
| | | Allowance for uncollectible premiums receivable | | $ | 148 |
| | $ | 192 |
| | $ | (38 | ) | | $ | 302 |
|
Schedule VI – Supplemental Information Concerning Insurance Operations
FEDERATED NATIONAL HOLDING COMPANY AND SUBSIDIARIES
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | At December 31, | | For the Year Ended December 31, | |
| | | | | | | Loss and | | | | | | | | Claim and Claim | | | | | | |
| | | | | | | Loss | | | | | | | | Adjustment Expenses | | Amortization | | Paid Claims | | |
| | | | | Deferred | | Adjustment | | | | | | Net | | Incurred Related to | | of Deferred | | and Claim | | Net |
| | | | | Acquisition | | Expense | | Unearned | | Earned | | Investment | | Current | | Prior | | Acquisition | | Adjustment | | Premiums |
| Year | | Line of Business | | Costs | | Reserves | | Premiums | | Premiums | | Income | | Year | | Year | | Costs | | Expenses | | Written |
| (In thousands) |
| 2017 | | Property and Casualty Insurance | | $ | 40,893 |
| | $ | 230,515 |
| | $ | 294,423 |
| | $ | 333,481 |
| | $ | 10,254 |
| | $ | 245,545 |
| | $ | 2,012 |
| | $ | 87,310 |
| | $ | 233,085 |
| | $ | 342,893 |
|
| 2016 | | Property and Casualty Insurance | | $ | 41,892 |
| | $ | 158,110 |
| | $ | 294,022 |
| | $ | 261,369 |
| | $ | 9,063 |
| | $ | 201,704 |
| | $ | (3,894 | ) | | $ | 57,452 |
| | $ | 170,322 |
| | $ | 319,499 |
|
| 2015 | | Property and Casualty Insurance | | $ | 17,666 |
| | $ | 97,706 |
| | $ | 253,960 |
| | $ | 213,020 |
| | $ | 7,226 |
| | $ | 120,005 |
| | $ | (7,295 | ) | | $ | 31,340 |
| | $ | 90,436 |
| | $ | 225,254 |
|
