UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

(Mark One)

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20152017

or

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     

Commission File Number 001-33251

 

UNIVERSAL INSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

  

Delaware

65-0231984

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1110 West Commercial Blvd., Suite 100, Fort Lauderdale, Florida 33309

(Address of principal executive offices)

Registrant’s telephone number, including area code: (954) 958-1200

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class 

Name of each exchange on which registered 

Common Stock, $.01 Par Value

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    x  Yes    ¨  No

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    x  No

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.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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).    x  Yes    ¨  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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, or a smaller reporting company.

 

Large accelerated filer

x

Accelerated filer

¨

 

 

 

 

Non-accelerated filer

¨

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 Act).    ¨  Yes    x  No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold as of June 30, 2015: $788,970,070.2017: $813,691,897.

Indicate the number of shares outstanding of Common Stock of Universal Insurance Holdings, Inc. as of February 19, 2016: 35,110,22914, 2018: 34,863,056

 

 

 

 

 


Table of Contents

 

UNIVERSAL INSURANCE HOLDINGS, INC.

TABLE OF CONTENTS

 

 

 

 

 

Page No.

 

 

PART I

 

 

 

 

 

 

 

Item 1.

 

Business

 

3

 

 

 

 

 

Item 1A.

 

Risk Factors

 

2327

 

 

 

 

 

Item 1B.

 

Unresolved Staff Comments

 

3437

 

 

 

 

 

Item 2.

 

Properties

 

3437

 

 

 

 

 

Item 3.

 

Legal Proceedings

 

3437

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

3438

 

 

 

 

 

 

 

PART II

 

 

 

 

 

 

 

Item 5.

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

3539

 

 

 

 

 

Item 6.

 

Selected Financial Data

 

3843

 

 

 

 

 

Item 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

3944

 

 

 

 

 

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

6166

 

 

 

 

 

Item 8.

 

Financial Statements and Supplementary Data

 

6368

 

 

 

 

 

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

96102

 

 

 

 

 

Item 9A.

 

Controls and Procedures

 

96102

 

 

 

 

 

Item 9B.

 

Other Information

 

96102

 

 

 

 

 

 

 

PART III

 

 

 

 

 

 

 

Item 10.

 

Directors, Executive Officers and Corporate Governance

 

97103

 

 

 

 

 

Item 11.

 

Executive Compensation

 

97103

 

 

 

 

 

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

97103

 

 

 

 

 

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

 

97103

 

 

 

 

 

Item 14.

 

Principal Accountant Fees and Services

 

97103

 

 

 

 

 

 

 

PART IV

 

 

 

 

 

 

 

Item 15.

 

Exhibits and Financial Statement Schedules

 

98104

Item 16.

Form 10-K Summary

104

 

 

 

 

 

Signatures

 

103107

 

 

 

 

 

Exhibit 21:

 

List of Subsidiaries

 

 

 

 

 

 

 

Exhibit 23.1:

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

 

 

 

 

Exhibit 31.1:

 

CERTIFICATION

 

 

 

 

 

 

 

Exhibit 31.2:

 

CERTIFICATION

 

 

 

 

 

 

 

Exhibit 32:

 

CERTIFICATION

 

 

 

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Table of Contents

 

DOCUMENTS INCORPORATED BY REFERENCE

Information called for in PART III of this Form 10-K is incorporated by reference to the registrant’s definitive Proxy Statement to be filed within 120 days of the close of the registrant’s fiscal year in connection with the registrant’s annual meeting of shareholders.

 

 

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This report contains, inIn addition to historical information, the following discussion may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.amended (the “Exchange Act”). The forward-looking statements anticipate results based on our estimates, assumptions and plans that are subject to uncertainty. Forward-looking statements may appear throughout this report, including without limitation, the following sections: “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Risk Factors.” These forward-looking statements may be identified by their use of words like “plans,” “seeks,” “expects,” “will,” “should,” “anticipates,” “estimates,” “intends,” “believes,” “likely,” “targets” and other words with similar meanings. These statements may address, among other things, our strategy for growth, catastrophe exposure management, product development, investment results, regulatory approvals, market position, expenses, financial results, litigation and reserves. We believe that these statements are based on reasonable estimates, assumptions and plans. However, if the estimates, assumptions or plans underlying the forward-looking statements prove inaccurate or if other risks or uncertainties arise, actual results could differ materially from those communicated in these forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” (Part I, Item 1A of this report). We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

 

PART I

ITEM 1.

BUSINESS

INTRODUCTION

Universal Insurance Holdings, Inc. (“UVE,” and together with its wholly-owned subsidiaries, “we,” “our,” “us,” or “the company”Company”) is the largest private personal residential homeowners insurance company in Florida by direct written premium in-force, with a 9.0%10.1% market share as of September 30, 2015,2017, according to the most recent data reported by the Florida Office of Insurance Regulation (the “FLOIR”). We perform substantially all aspects of insurance underwriting, policy issuance, general administration and claims processing and settlement internally. Weinternally through our vertically integrated operations. Our two wholly-owned licensed insurance subsidiaries are Universal Property & Casualty Insurance Company (“UPCIC”) and American Platinum Property and Casualty Insurance Company (“APPCIC” and together with UPCIC, the “Insurance Entities”). UPCIC currently write personal residentialwrites homeowners insurance policies predominantly in 16 states (Alabama, Delaware, Florida, Georgia, Hawaii, Indiana, Maryland, Massachusetts, Michigan, Minnesota, New Jersey, New York, North Carolina, Pennsylvania, South Carolina and Virginia), with $817.7$1,049.5 million in direct written premium for the year ended December 31, 2015. We2017. UPCIC is also writelicensed to issue policies in Iowa, New Hampshire, and West Virginia. APPCIC currently writes homeowners and Commercial Residential (as defined herein) insurance policies in Delaware, Georgia, Hawaii, Indiana, Maryland, Massachusetts, Minnesota, North Carolina, Pennsylvania and South Carolina,Florida, with $65.7$6.4 million in direct written premium in those states for the year ended December 31, 2015.2017. We are also licensedbelieve that our longevity in the Florida market and our resulting depth of experience will enable us to issue policiescontinue to successfully grow our business in Alabama, Michigan, New Hampshire, Virginiaboth hard (i.e., periods of capital shortages resulting in a lack of insurance availability, relatively low levels of price competition, more selective underwriting of risks and West Virginia.relatively high premium rates) and soft markets (i.e., periods of relatively high levels of price competition, less restrictive underwriting standards and generally low premium rates). Our business outside of Florida represents approximately 16%26% of our total insured value or $24,271 million, as of December 31, 2015.  2017.

We generate revenues primarily from the collection of premiums. Other sources of revenue include: commissions paid by our reinsurers to our reinsurance intermediary subsidiary on reinsurance it places for the Insurance Entities; policy fees collected from policyholders by our managing general agent subsidiary; service revenue from claims handling on ceded claims; and financing fees charged to policyholders who choose to defer premium payments. We also generate income by investing our assets.

Over the past several years, we have grown our business both within Florida and elsewhere in the United States through our distribution network of approximately 7,8008,800 licensed independent agents. In writing business, we adhere to a disciplined underwriting approach – writing risks that are priced adequately and meet our underwriting standards – designed to achieve profitable growth as opposed to merely increasing the total number of policies written. We believe we are better positioned and ablethan many of our competitors to expand profitably and service our policyholders within our markets than many of our competitors due to our established internal capabilities; protection afforded us by our reinsurance program; our experienced management team that successfully navigated prior active hurricane seasons, such as 2004including 2017, 2016, 2005 and 2005;2004; our strong surplus and capital base; our success in growing organically in Florida without relying on the assumption

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assumption of policies from Citizens Property Insurance Corporation (“Citizens”), the Florida state-sponsored insurer of last resort; and our growing geographic diversification. We also believe that our reinsurance program is structured such that, if we were to experiencein the event of an active hurricane season, like the hurricane seasons in 2004 and 2005, we would beare able to pay policyholder claims, maintain sufficient surplus to grow profitably and take advantage of the resulting market dislocation that would likelycould potentially follow.We believe that our longevity in the Florida market and our resulting depth of experience will enable us to continue to successfully grow our business in both hard markets (periods of capital shortages resulting in a lack of insurance availability, relatively low levels of price competition, more selective underwriting of risks and relatively high premium rates) and soft markets (periods of relatively high levels of price competition, less restrictive underwriting standards and generally low premium rates).  

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Below is an organization chart that summarizes our corporate structure:

Universal Property & CasualtyThe Insurance Company (“UPCIC”) and American Platinum Property and Casualty Insurance Company (“APPCIC,” and together with UPCIC, the “Insurance Entities”)Entities are our insurance operating subsidiaries. Most of our policies are written by UPCIC. Universal Risk Advisors (“URA”) is our managing general agent and manages our distribution network and negotiates our reinsurance. Universal Inspection Corporation (“UIC”) conducts inspections as part of our underwriting process, and Universal Adjusting Corporation (“UAC”) manages our claims processing and adjustment functions. Blue Atlantic Reinsurance Corporation (“BARC”) is our reinsurance intermediary. These service companies are vertically aligned with our Insurance Entities to maintain quality throughout the policy origination and claim settlement process. In addition, our servicing subsidiaries help reduce to us, the costs typically associated with outsourced business functions, enhance our ability to expand geographically due to economies of scale in our operations and allow us to expand our business incrementally and more effectively.

OUR STRATEGY

Increase our Policies in-ForcePursue Profitable Growth with a Focus on Organic Development

We continue to pursue profitable growth both within Florida and through expansion into other states, while continuing to expand Universal DirectSM and adding new products when prudent (such as the Fire, Commercial Multi-Peril, and Other Liability (collectively, “Commercial Residential”) lines of business in Florida through Continued Profitable and Organic Growth

We intend to continue profitably growing our business organically in Florida through our established network of approximately 4,500 independent Florida agents, the top 20% of whom originated approximately 70% of our direct written premium for the year ended December 31, 2015, and approximately 1,000 of whom have written business with our company for over a decade. Many of our competitors have experienced growth in recent years primarily as a result of assuming policies from Citizens. Because we perform all of our own marketing and underwriting as part of our organic growth strategy, we believe that we are more deliberate in seeking out profitable business from our independent agent force and selective in the policies we write as compared to Citizens, which generally must provide coverage to policyholders who have been unable to obtain insurance elsewhere. We have not assumed any policies from Citizens or its predecessor, Florida Residential Property and Casualty Joint Underwriting Association, since a single, small transaction in 1998, and have no plans to do so in the future. By contrast, in some cases, our competitors received approval to assume as many as 55,000 to 173,000 policies from Citizens in a single year. As of September 30, 2015, Citizens had approximately 570,000 policies outstanding (down from a peak level of approximately 1.5 million policiesintroduced in late 2011)in 2016). We believe that our continuing commitment to organic growth and to servicing our policyholders has created not only a superior premium base but also positive, long-term relationships with our independent agents and policyholders, which will foster our continued growth in and outsideEach of Florida. For the nine months ended September 30, 2015, we issued 133,782 new policies, compared to 171,989 new policies issued by Citizens and 683,380 new policies (in each case, excluding mobile homeowners and farmowners) issued by the remaining top 25 personal and commercial residential homeowners insurers in Florida combined during the same period, according to the most recent data published by the FLOIR.these areas is discussed further below.

Florida - We intend to continue profitably growing our business organically in Florida through our established network of approximately 4,300 independent Florida agents, the top 20% of whom originated approximately 71% of our total Florida direct written premium for the year ended December 31, 2017, and approximately 1,600 of whom have written business with our company for over a decade. Many of our competitors have experienced growth in recent years primarily as a result of assuming policies from Citizens. Because we perform all of our own marketing and underwriting as part of our organic growth strategy, we believe that we are more deliberate in seeking out profitable business from our independent agent force and selective in the policies we write as compared to Citizens, which generally must provide coverage to policyholders who

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have been unable to obtain insurance elsewhere. We have not assumed any policies from Citizens or its predecessor, Florida Residential Property and Casualty Joint Underwriting Association, since a single, small transaction in 1998, and have no plans to do so in the future. By contrast, some of our competitors in the Florida market collectively assumed more than 785,000 policies from Citizens since January 1, 2014. As of September 30, 2017, Citizens had approximately 452,000 policies outstanding (down from a peak level of approximately 1.5 million policies in late 2011). We believe that our continuing commitment to organic growth and to servicing our policyholders has created not only a superior premium base but also positive, long-term relationships with our independent agents and policyholders, which will foster our continued growth in and outside of Florida. For the nine months ended September 30, 2017, we issued 136,367 new policies, compared to 70,335 new policies issued by Citizens and 712,166 new policies (in each case, excluding mobile homeowners and farmowners) issued by the remaining top 25 personal residential homeowners and Commercial Residential insurers in Florida combined during the same period, according to the most recent data published by the FLOIR.

Increase our Policies in-Force Outside of Florida to Grow Profitably and Diversify Revenue and Risk

Other States – We intend to continue our geographical expansion outside of Florida primarily to take advantage of opportunities to write profitable business as well as to diversify our revenue and risk. We are targetingtarget states with underserved homeowners insurance markets where we believe there is price adequacy for our products and where policyholders would benefit from our market knowledge and integrated service model. In new markets, we seek to replicate the successful growth strategy we implemented in Florida, including the careful appointment of new agents that we believe will generate profitable business for our company.Company. We intend to leverage our existing agent network to generate new relationships and business. We will continue in our commitment to careful, profitable business growth through such independent agents, with the intent to grow quickly when the opportunity arises, including following any market dislocation. Our strategy involves taking the time to learn about each new market and its unique risks in order to carefully develop our own policy forms, rates and informed underwriting standards.

We also believe further geographic diversification will decrease our relative reinsurance costs as our risk profile changes to include more risks not tied to the Florida hurricane season.exposure. We believe that such diversification will produce more earnings stability as we expand to states with different market cycles than Florida and where the risks insured could offset Florida losses during an active hurricane season. Weseason such as 2017 which included the impact of Hurricane Irma. Apart from Florida, we currently write homeowners insurance policies in Alabama, Delaware, Georgia, Hawaii, Indiana, Maryland, Massachusetts, Michigan, Minnesota, New Jersey, New York, North Carolina, Pennsylvania, and South Carolina, and Virginia, and are also licensed to issue policies in Alabama, Michigan,Illinois, Iowa, New Hampshire, Virginia and West Virginia. As of December 31, 2015,2017, policies outside of Florida accounted for 16%26% of our total insured value, or $24,271 million, an increase from 12.1%$51.8 billion, as compared to 21% as of December 31, 2014.2016.

Universal DirectSM In April 2016, the Company launched a direct-to-consumer online platform, called Universal DirectSM, which enables homeowners to directly purchase, pay for and bind homeowners policies online without the need to directly interface with any intermediaries. Designed to simplify the process of purchasing homeowners insurance, Universal DirectSM includes an intuitive interface, real-time quotes, educational materials, support tools and a seamless purchasing process. Customers have the ability to manage their policies, select payment plans and make payments online, while also having access to live customer support agents, by phone or online, for additional assistance as needed. Universal DirectSM was offered in all 16 states in which the Company offers policies as of December 31, 2017 as follows: Pennsylvania, Minnesota, Alabama, Indiana, South Carolina, Delaware, Georgia, Florida, Hawaii, North Carolina, Virginia, Massachusetts, Maryland, New Jersey, Michigan and New York. During the year ended December 31, 2017, 7,361 policies were written pursuant to Universal DirectSM representing $8.6 million in direct written premium compared to 1,320 policies written representing $1.4 million in direct written premium during the year ended December 31, 2016.

New Products – We evaluate potential new product offerings, such as the Commercial Residential business we launched in Florida late in 2016, and look to add new products to our portfolio when prudent after careful consideration and substantial planning and development. On August 3, 2016 we announced that APPCIC received authorization from the FLOIR to amend its Certificate of Authority to add Commercial Residential lines of business in Florida. During the fourth quarter of 2016, our rates were approved and we wrote our first Commercial Residential policy.Expansion into the Commercial Residential business is a step forward for the Company, and will allow us to tap into a large complementary market that will advance our organic growth strategy. We believe there is an opportunity in the Commercial Residential marketplace in Florida and expect to leverage our robust independent agent distribution network to grow this new product. While we view the Commercial Residential market as an untapped opportunity, we intend to approach this expansion cautiously in order to establish a solid framework onto which we can build our Commercial Residential portfolio in order to ensure proper risk selection and that adequate pricing is achieved.

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Optimize our Reinsurance Program as our Risk Profile Changes

We will continue to obtain what we believe to be appropriate reinsurance limits, coverage and terms so that our policyholders and shareholders are adequately protected in the event of an active hurricane season. Significant additional new capital entering portions of the reinsurance marketplace has providedafforded us with the opportunity to obtain favorable pricing and contract terms.terms in recent years. Our dedicated reinsurance team at BARC includes seasoned industry professionals with an average of 24 years of experience, whom we hired from Willis Re almost 1012 years ago.ago, as well as additional key personnel more recently from leading global reinsurance intermediaries. BARC differentiates us from our competitors by enabling us to act as our own reinsurance intermediary, developing a bespoke reinsurance program tailored to our needs in both soft and hard reinsurance markets. This team has developed and enhanced existing strong long termlong-term relationships with world leading reinsurance companies, it brought to the company 10 years ago providing better efficiency in the manner in which we buy reinsurance annually.reinsurance. We had in excess of 4060 reinsurance partners for the 2015-20162017-2018 reinsurance year from companies in the United States, Bermuda, London, Continental Europe and Asia. BARC works in conjunction with URA in providing these services. We also receive reinsurance intermediary services from Aon BenfieldGuy Carpenter and thereby benefit from its depth of experience and knowledge of market standards. Aon BenfieldGuy Carpenter works closely with our teams at BARC and URA in designing our reinsurance program and allowing us to obtain favorable pricing. Our internal team and Aon BenfieldGuy Carpenter continually evaluate prevailing costs and the level of coverage that we determine is necessary in order to proactively capitalize on favorable market conditions.

WeEffective June 1, 2015, we eliminated our quota share reinsurance arrangements effective June 1, 2015;arrangements; purchased additional excess of loss catastrophe cover; and converted from a two-tower reinsurance program to a single tower reinsurance program covering our nationwide business based on our improving financial condition, our evaluation of market conditions and our changing coverage needs. We also supplemented this nationwide reinsurance program with a stand-alone supplemental non-Florida catastrophe reinsurance program for the 2017-2018 period, which provides coverage for catastrophic events affecting states outside of Florida in which we write policies. We believe that restructuring our reinsurance program in this manner and continuously re-evaluating that structure has allowed us to take advantage of attractive reinsurance pricing and terms and to retain profitable business by eliminating our quota share program, while still maintaining reinsurance coverage that we believe is sufficient to protect our policyholders and shareholders.

Continue to Provide High Quality Service through As an example, our Vertically Integrated Structure

We are committed to proactively managing our losses,reinsurance program generally performed as designed following Hurricane Irma in 2017, limiting the net loss and loss adjustment expenses (“LAE”) to our net retention levels. Further, fees generated from our service subsidiary companies produced income after Hurricane Irma, and claims administration procedures through prudent underwritingthis, combined with other benefits derived from our reinsurance program, helped to offset losses and reduce the use of internal claims adjustment services. On March 5, 2015, we acquired Aplin Peer & Associates Inc., an independent claims adjusting firm, to supplement our already sizable claims function, increasing our claims adjusting staff from 121 employees to 175 employees as of January 20, 2016. In recent years, we have significantly expedited our claims processing, including creating a mobile adjuster forceoverall effect that can visit a policyholder within days to settle a claim. In 2015, our average time to close claims decreased by over a week as compared to 2013 and 2014. In addition, despite an increase of 12.3% in our policies in-force in 2015, we have reduced our claims operating expenses by 2.3% as compared to 2014. We have also decreased our average LAE in excess of $300 per claim file since 2014.  Our expedited claims processing improves the policyholder experience and, therefore, our relationship with that policyholder’s agent, which we believe increases the persistency of our policies in-force. Our monthly weighted average policy renewal retention rate has increased from 83.2% in 2013, to 86.8% in 2014 and 88.1% in 2015.

In the future, we will continue to capitalizeHurricane Irma had on our vertically integrated structure by retaining certain fees that we payconsolidated financial statements. See Item 7 – Managements Discussion and Analysis of Financial Condition and Results of Operations - “Overview” for further discussion about Hurricane Irma.

Continue to our subsidiary service providers for reinsurance brokerage, adjustingBuild and other services. We currently administer 100% of all claims and outsource

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40% of on-site field adjustment assignments, and thereby retain a corresponding portion of fees that would have otherwise been paid to external adjusters. These cost efficiencies will help us better withstand the financial impact of potential catastrophic storms. We also continue to retain select third-party claims adjusters to perform field services for and adjust the remaining portion of our claims in order to maintain our relationships with them, so they can assist us, during periods of high claims volume, in providing high quality and timely service to our policyholders. Accordingly, we believe we are able to reduce expenses during non-catastrophe years while providing a high level of customer service during all years.

OUR COMPETITIVE STRENGTHS

We believe that our success, historical growth and ability to capitalize on our future growth prospects are a result of the following competitive strengths of our business and management team.

Experienced Leadership Team with a Long History in the Florida Personal Residential Insurance Market

In February 2013, we appointed a new leadership team from within our company, comprised of individuals who understood our vision for the future. We have a deep and experienced leadership team with extensive experience in the Florida personal residential insurance market.Enhance Our Chairman, President and Chief Executive Officer, Sean P. Downes, has more than 25 years of experience in the insurance industry. Prior to Mr. Downes’ arrival, all of our claims processing was outsourced to third parties. When Mr. Downes joined our company in 1999, he oversaw our claims operations and later oversaw the development of our vertically integrated structure.  Mr. Downes has worked in the Florida insurance industry during all of its most recent active hurricane seasons. In particular, Mr. Downes led the claims team of a multi-line insurance claims adjusting corporation following Hurricane Andrew and served as Chief Operating Officer of UPCIC during the 2004 and 2005 active hurricane seasons. Jon W. Springer, our Chief Operating Officer, has 23 years of experience in the insurance industry, including 9 years leading a team of reinsurance specialists for Willis Re before joining us to implement and oversee our reinsurance program. Prior to becoming our Chief Operating Officer, Mr. Springer was an Executive Vice President of URA and BARC.

We believe this leadership team has led us in a new strategic direction that has realized many benefits for our shareholders and policyholders, evidenced in part by the 71.5% increase in our stockholders’ equity and the 82.9% increase in policyholders’ surplus that we have realized since their tenure began. Further, they are supported by a group of highly qualified individuals with industry expertise and extensive operational history, which enables us to capitalize on our experience of having emerged from the 2004 and 2005 active hurricane seasons in sound financial condition, whereas many of our competitors are new to the market and have not experienced the challenges of an active Florida hurricane season.

Focus on Underwriting Discipline

We seek to consistently generate an underwriting profit on the business we write in hard and soft markets through carefully developed underwriting guidelines informed by our experience in evaluating risks and in handling and processing claims, which enable us to set prices relative to the risk we are assuming. By focusing on appropriately identifying and assessing key risks and exposures in the market, we believe we are able to accurately price eligible risks and generate consistent profits. We assumed only one group of policies from Citizens’ predecessor in 1998 when we first began our operations. Since then, we have grown our business by leveraging our network of approximately 4,500 independent agents in Florida, and by expanding to other geographic areas that present market opportunities. We periodically review the renewal rates and quality of business generated by our independent agents to ensure underwriting profitability and work with agents where we believe improvement is warranted.  As a result of this organic expansion and our vertically integrated structure, all of our operating units possess extensive knowledge of the personal residential homeowners insurance market.

Robust Internal Capabilities

We are vertically integrated with substantially all aspects of insurance underwriting, policy issuance, general administration and claims processing and settlement performed internally. Our ability to provide these services ourselves allows us to compress the cycle time of claim resolution in order to promptly pay valid claims and to control claims handling cost. In particular, by performing our own claims adjustment processes, we can better expedite meritorious claims as well as devote attention to potentially suspicious or inflated claims. As a result, we are generally able to begin the adjustment and mitigation process much earlier than if we relied more heavily on third parties, thereby reducing LAE and ultimate loss payouts. Our statutory net loss and LAE ratio for the nine months ended September 30, 2015 was 39.78%, lower than most of our peer companies. We are also able to retain a significant portion of the management and service fees that we and, indirectly, our reinsurers would otherwise pay to third parties for rendering such services. We do, however, intend to continue having a small portion of claims handled by select third parties as we believe that maintaining relationships with third-party service providers will benefit us in the event we need their assistance in handling claims due to a catastrophic event.

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Because most of our departments work together, we also believe our model provides a superior level of customer service for our policyholders, enhancing our reputation and increasing the likelihood that our policyholders will renew their policies with us. Our monthly weighted average renewal retention rate for 2015 was 88.1%. We believe that when policyholders have high levels of customer satisfaction with our company, we are able to strengthen our reputation and relationships with our independent insurance agent network.

Superior Claims Operations

Over the last decade, we have developed a proprietary claims administration system that allows us to efficiently process nearly all aspects of claims resolution for our policyholders. Our technology system has shortened claims handling and processing times, reduced associated claims resolution costs and has generated positive feedback from our policyholders and independent insurance agents. In addition, we recently launched our Fast Track Initiative,(“Fast Track”) initiative in 2015, which expedites the claims settlement process to close certain types of claims in as little as 24 hours. The initiative sends select field adjusters to make on-site evaluations, with authorization to make payments to policyholders for certain types of claims. Our internal claims operation allows us to identify any trends or problems that may become apparent as claims are processed such that we can revise and bolster our underwriting guidelines as necessary in order to continue adequately pricing risks. Further, we continue to retain select third-party Florida claims administrators and adjusters as well as one national administrator to perform field services for and adjust a portion of our claims in order to maintain our relationships with them so that they can assist us during periods of high claims volume in providing high quality and timely service to our policyholders. We recognize the importance of claims processing and will continue to invest in this functionality.

Strong

Maintain an Emphasis on Underwriting Discipline

We seek to generate a consistent underwriting profit on the business we write in hard and soft markets through carefully developed underwriting guidelines informed by our experience in evaluating risks and in handling and processing claims. By focusing on identifying and assessing key risks and exposures in the market, we believe we are able to accurately price eligible risks and generate consistent profits. We assumed only one small group of policies from Citizens’ predecessor in 1998 when we first began our operations. Since then, we have grown our business by leveraging our network of approximately 4,300 independent agents in Florida, and by expanding to other geographic areas that present market opportunities. We periodically review the renewal rates and quality of business generated by our independent agents to ensure underwriting profitability and work with agents where we believe improvement is warranted. As a result of this organic expansion and our vertically integrated structure, all of our operating units possess extensive knowledge of the personal residential homeowners insurance market.

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Provide High Quality Service to our Policyholders

We strive to provide excellent customer service to each of our policyholders throughout every aspect of our business. We believe our vertically integrated business model provides a superior level of customer service for our policyholders, enhancing our reputation and increasing the likelihood that our policyholders will renew their policies with us. We believe that when policyholders have high levels of customer satisfaction with our Company, we are able to strengthen our reputation and relationships with our independent insurance agent network. We are committed to managing our losses, loss adjustment expenses and claims administration procedures through prudent underwriting and the use of internal claims adjustment services. We believe our personnel growth and commitment to an in-house claims handling process has improved the policyholder experience and, therefore, our relationship with the policyholders agents, which we believe increases retention of policies in-force. Our monthly weighted average renewal retention rate for the year ended December 31, 2017 was 88.1%.

OUR COMPETITIVE STRENGTHS

We believe that our success, historical growth and ability to capitalize on our future growth prospects are a result of the following competitive strengths of our business and management team.

Experienced Leadership Team

We have a deep and experienced leadership team with extensive experience in the Florida personal residential homeowners insurance market. Our Chief Executive Officer, Sean P. Downes, has more than 25 years of experience in the insurance industry. Prior to Mr. Downes’ arrival, all of our claims processing was outsourced to third parties. When Mr. Downes joined our company in 1999, he oversaw our claims operations and later oversaw the development of our vertically integrated structure. Mr. Downes has worked in the Florida insurance industry during all of its most recent active hurricane seasons. In particular, Mr. Downes led the claims team of a multi-line insurance claims adjusting corporation following Hurricane Andrew and served as Chief Operating Officer of UPCIC during the 2005 and 2004 active hurricane seasons. Jon W. Springer, our President and Chief Risk Officer, has over 25 years of experience in the insurance industry, including nine years leading a team of reinsurance specialists for Willis Re before joining us to implement and oversee our reinsurance program. Prior to becoming our President and Chief Risk Officer, Mr. Springer was Chief Operating Officer and an Executive Vice President of URA and BARC.

We believe this leadership team has led us in a strategic direction that has realized many benefits for our shareholders and policyholders, evidenced in part by the 155.0% increase in our stockholders’ equity and the 136.1% increase in policyholders’ surplus that we have realized since their tenure began. Further, they are supported by a group of highly qualified individuals with industry expertise and extensive operational experience, which enables us to capitalize on our experience of having emerged from the 2004, 2005, and 2017 active hurricane seasons in sound financial condition, whereas many of our competitors are new to the market and have not experienced the challenges of an active Florida hurricane season.

Vertically Integrated Structure

We are vertically integrated with substantially all aspects of insurance underwriting, policy issuance, general administration and claims processing and settlement performed internally. Our ability to provide these services ourselves allows us to compress the cycle time of claim resolution in order to promptly pay valid claims and to control claims handling costs. In particular, by performing our own claims adjustment processes, we can better expedite meritorious claims as well as devote attention to potentially suspicious or inflated claims. As a result, we are generally able to begin the adjustment and mitigation process much earlier than if we relied more heavily on third parties, thereby reducing LAE and ultimate loss payouts. Our statutory net loss and LAE ratio for the nine months ended September 30, 2017 was 53.0%, lower than most of our peer companies. We are also able to retain a significant portion of the management and service fees that we and, indirectly, our reinsurers would otherwise pay to third parties for rendering such services. We do, however, intend to continue having a small portion of claims handled by select third parties, as we believe that maintaining relationships with third-party service providers will benefit us in the event we need their assistance in handling claims due to a catastrophic event.

In the future, we will continue to capitalize on our vertically integrated structure by retaining certain fees that we pay to our subsidiary service providers for, managing general agent, reinsurance brokerage, adjusting and other services. We currently administer 100% of all claims and outsource 35% of on-site field adjustment assignments, and thereby retain a corresponding portion of fees that would have otherwise been paid to external adjusters. These cost efficiencies will help us better withstand the financial impact of potential catastrophic storms. We also continue to retain select third-party claims adjusters to perform field services and adjust the remaining portion of our claims in order to maintain our relationships with them, so they can assist us during periods of high claims volume in providing high quality and timely service to our policyholders. Accordingly, we believe we are able to reduce expenses during non-catastrophe years while providing a high level of customer service during all years.

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Robust Independent Agent Distribution Network

We have developed long-term relationships with a network of approximately 7,8008,800 licensed independent insurance agents – with approximately 4,5004,300 in Florida and approximately 3,3004,500 outside of Florida. Of our 4,5004,300 independent Florida agents, approximately 1,0001,600 have written business with us for over a decade. Our relationships with our Florida independent agents are critical to our success in growing our business in the future and are key differentiators when compared with competitors that have relied upon assumptions of policies from Citizens for their growth and, as a result, may not have developed the same degree of loyalty with as large a group of independent agents in Florida. We believe we have been able to build this network due to our reputation, commitment to the Florida market, experience, and integrity in the underwriting process, as well as our consistency in offering our products through hard and soft markets.

Further, the responsiveness of our operating units due to our vertically integrated structure enhances our relationships with our independent agents. By developing and controlling our proprietary technology system, we can rapidly respond to enhancement requests from our independent agents regarding our policy processing system.

Strong Balance Sheet, with a Proven Capital Return Strategy

We undertookhave a surveystrong balance sheet, including a stable investment portfolio, a conservative reserve position, a strong and growing capital base, and a proven capital return strategy. Our investment portfolio is largely fixed maturities with a modest allocation of allequities and real estate. Our fixed maturities portfolio is ~99% investment grade securities with a AA- average credit rating. We have a strong and growing capital position that contains minimal goodwill, no intangible assets, and minimal debt. We take a conservative approach to loss reserving, and have made substantial efforts in recent years to improve our claims operation, including the addition of our independent agentsFast Track team (which has reduced claim resolution time) and an intensified effort to collect subrogation. Since the Company was formed in August 2015,1997, we have posted substantial growth in stockholders’ equity and book value per share. We have demonstrated an ability and willingness to return capital to our shareholders, paying both a regular dividend and, over 95.6%each of the 770 agents who completedpast six years a special dividend, as well as repurchasing shares of our common stock in the survey reported being satisfied or more than satisfied with our system’s ease of useopen market and in performing functions such as generating quotes, binding policyholders and processing payments. We will continue to leverage our experience in Florida to build relationships with independent agents in other states in order to produce organic business in those states.private transactions.

MARKET

Florida

According to the U.S. Census Bureau, at June 30, 2015,2017, Florida was the third largest state in terms of population, with approximately 2021 million people. The University of Florida Bureau of Economic and Business Research estimates that Florida is expected to reach a population of approximately 26 million people by 2040, an increase of 38%41% from 2010. Property ownership and development represent key drivers of the Florida economy. Because of its location, Florida is exposed to an increased risk of hurricanes during the entire six months of the Atlantic hurricane season, which spans from June 1 through November 30. While a significant hurricane has not made landfall in Florida since 2005, eightEight hurricanes in 2004 and 2005, including Hurricanes Charley, Katrina, Rita and Wilma, caused combined estimated nationwide property damage of over $127 billion, a significant portion of which occurred in Florida. As a result,In September 2017, Hurricane Irma caused an estimated $17.2 billion in property damage, the majority of which occurred in Florida. Given the potential for significant personal property damage, the availability of personal residential insurance and claims servicing are vitally important to Florida residents.

The Florida residential insurance market is highly fragmented and dominated by in-state insurance companies, includingand the state’s residual insurance market, Citizens. Significant dislocation in the Florida property insurance market began following Hurricane Andrew in 1992 and accelerated following the 2004 and 2005 hurricane seasons. National and regional insurers significantly reduced their share of the market in Florida between 1999 and 2012. As national and regional insurance companies reduced their exposure in Florida, Citizens, which was at the time and remains today, by law, an insurer of last resort, increased efforts to provide affordable residential insurance to those residents unable to obtain coverage in the private market. As a result, Citizens’ policy count grew from roughly 800,000 policies in 2005 to a peak level of approximately 1.5 million policies in late 2011. To reduce Citizens’ risk exposure, beginning in 2010, FloridaFlorida’s elected officials

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encouraged Citizens to focus on reducing the size of its portfolio by returning policies to the private market. Depopulation efforts have been successful, as Citizens’ policy count at September 30, 20152017 was approximately 570,000.452,000. To be eligible for a Citizens policy, an applicant must either be denied comparable coverage offers from the private insurance market or have received coverage offerings from the private insurance market requiring premium payments that are more than 15% higher than a comparable Citizens policy.

According to data compiled by the FLOIR, Citizens was the second largest residential insurer in Florida as of September 30, 2015,2017, with a market share of approximately 9.96%8.1% based on total direct premiums written in-force for personal residential insurance (excluding mobile homeowners and farmowners). As of December 31, 2015,2017, less than 1,000 of our 550,800618,280 Florida in-force policies, or 0.2%0.1%, were assumed from Citizens’ predecessor, as compared to some of our competitors who received approvalthat collectively have assumed more than 785,000 policies from Citizens to assume as many as 55,000 to 173,000 policies in each of 2014 and 2015 alone.since January 1, 2014. We believe we have the opportunity to significantly expand the size of our personal residential homeowners insurance business both inside and outside of Florida by pursuing organic growth, and have demonstrated ourthis ability to do so over the past 10 years.within Florida since 1998 and outside of Florida since 2008.

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All residential insurance companies that write business in Florida, including us,the Insurance Entities, are required to obtain a form of reinsurance through the Florida Hurricane Catastrophe Fund (the “FHCF”), a state-sponsored entity that provides a layer of reinsurance protection at a price that is typically lower than what would otherwise be available in the general market. The purpose of the FHCF is to protect and advance the state’s interest in maintaining insurance capacity in Florida by providing reimbursements to insurers for a portion of their catastrophe hurricane losses. TheCurrently, the FHCF provides limited$17 billion of aggregate capacity annually to its participating insurers, which may be adjusted by statute from time to time.

Other States

While we are concentrated in Florida, part of our strategy is to continue our geographic expansion outside of Florida primarily, to take advantage of opportunities to write profitable business as well as to diversify our revenue and risk. We are targeting states with underserved homeowners insurance markets where we believe there is price adequacy for our products and where policyholders would benefit from our market knowledge and integrated service model. We currently write homeowners insurance policies in Alabama, Delaware, Georgia, Hawaii, Indiana, Maryland, Massachusetts, Michigan, Minnesota, New Jersey, New York, North Carolina, Pennsylvania, and South Carolina, and Virginia, and are also licensed to issue policies in Alabama, Michigan,Illinois, Iowa, New Hampshire, Virginia and West Virginia. We look to expand to markets that have opportunities for reasoned, profitable growth and that allow us to position ourselves to take advantage of market dislocation opportunities similar to what we capitalized on in Florida (e.g. following the 2017, 2005 and 2004 and 2005 hurricane seasons.seasons).

COMPETITION

The market for personal residential homeowners insurance is highly competitive. In our primary market, Florida, there are approximately 127 licensed insurance companies that write in-forceresidential homeowners insurance policies. See “Item 1A—Risk Factors—Risks Relating to Our Business—Our future results are dependent in part on our ability to successfully operate in a highly competitive insurance industry.”

The table below shows policy count, direct written premium in-force and total insured value andby market share (excluding mobile homeowners and farmowners) for the top 20 personal residential homeowners insurance companies by direct written premium in Florida as of September 30, 2015,2017, which is the most recent date that the information is publicly available. We compete to varying degrees with all of these companies and others, including large national carriers.

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Florida Homeowners Insurance Market - Personal Residential - Ranked by Direct Written Premium In-Force*

 

 

 

Policies

 

 

Percentage

 

 

Direct Written

 

 

Percentage

 

 

Total Insured

 

 

Percentage

 

Company Name

 

in-Force

 

 

Distribution

 

 

Premium in-Force

 

 

Distribution

 

 

Value**

 

 

Distribution

 

Citizens Property Insurance Corporation

 

 

493,776

 

 

 

8.8

%

 

$

909,998

 

 

 

10.0

%

 

$

117,082,643

 

 

 

6.7

%

Universal Property & Casualty Insurance Company

 

 

544,681

 

 

 

9.8

%

 

 

817,921

 

 

 

9.0

%

 

 

122,081,570

 

 

 

7.0

%

Heritage Property & Casualty Insurance Company

 

 

234,901

 

 

 

4.2

%

 

 

426,516

 

 

 

4.7

%

 

 

66,378,535

 

 

 

3.8

%

Federated National Insurance Company

 

 

231,828

 

 

 

4.1

%

 

 

416,423

 

 

 

4.6

%

 

 

93,504,340

 

 

 

5.4

%

Homeowners Choice Property & Casualty Insurance Company, Inc.

 

 

163,808

 

 

 

2.9

%

 

 

404,728

 

 

 

4.5

%

 

 

48,795,348

 

 

 

2.8

%

United Property & Casualty Insurance Company

 

 

172,142

 

 

 

3.1

%

 

 

310,188

 

 

 

3.4

%

 

 

66,710,291

 

 

 

3.8

%

Security First Insurance Company

 

 

265,132

 

 

 

4.8

%

 

 

288,618

 

 

 

3.2

%

 

 

71,633,756

 

 

 

4.1

%

United Services Automobile Association

 

 

123,922

 

 

 

2.2

%

 

 

281,569

 

 

 

3.1

%

 

 

48,242,485

 

 

 

2.8

%

People’s Trust Insurance Company

 

 

146,128

 

 

 

2.6

%

 

 

272,212

 

 

 

3.0

%

 

 

40,829,892

 

 

 

2.3

%

Florida Peninsula Insurance Company

 

 

119,370

 

 

 

2.1

%

 

 

267,975

 

 

 

3.0

%

 

 

43,335,902

 

 

 

2.5

%

St. Johns Insurance Company, Inc.

 

 

169,266

 

 

 

3.0

%

 

 

263,100

 

 

 

2.9

%

 

 

67,313,213

 

 

 

3.9

%

Tower Hill Prime Insurance Company

 

 

144,782

 

 

 

2.6

%

 

 

233,453

 

 

 

2.6

%

 

 

56,552,743

 

 

 

3.2

%

American Integrity Insurance Company of Florida

 

 

180,179

 

 

 

3.2

%

 

 

214,272

 

 

 

2.4

%

 

 

59,419,177

 

 

 

3.4

%

First Protective Insurance Company

 

 

75,663

 

 

 

1.4

%

 

 

207,248

 

 

 

2.3

%

 

 

46,312,045

 

 

 

2.7

%

Federal Insurance Company

 

 

32,444

 

 

 

0.6

%

 

 

182,423

 

 

 

2.0

%

 

 

53,058,899

 

 

 

3.0

%

Tower Hill Signature Insurance Company

 

 

93,696

 

 

 

1.7

%

 

 

159,137

 

 

 

1.8

%

 

 

29,030,853

 

 

 

1.7

%

AIG Property Casualty Company

 

 

14,177

 

 

 

0.3

%

 

 

151,703

 

 

 

1.7

%

 

 

42,923,670

 

 

 

2.5

%

Olympus Insurance Company

 

 

85,406

 

 

 

1.5

%

 

 

150,840

 

 

 

1.7

%

 

 

43,264,560

 

 

 

2.5

%

USAA Casualty Insurance Company

 

 

57,770

 

 

 

1.0

%

 

 

138,741

 

 

 

1.5

%

 

 

17,804,626

 

 

 

1.0

%

ASI Preferred Insurance Corp.

 

 

115,159

 

 

 

2.1

%

 

 

137,598

 

 

 

1.5

%

 

 

35,465,861

 

 

 

2.0

%

Total - Top 20 Insurers

 

 

3,464,230

 

 

 

62.0

%

 

 

6,234,663

 

 

 

68.9

%

 

 

1,169,740,409

 

 

 

67.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total - All Insurers

 

 

5,585,980

 

 

 

100.0

%

 

 

9,061,894

 

 

 

100.0

%

 

 

1,746,368,362

 

 

 

100.0

%

 

 

Florida Homeowners Insurance Market - Personal Residential -

 

 

 

Ranked by Direct Written Premium In-Force*

 

 

 

 

 

 

 

 

 

 

 

Direct

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Written

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Policies

 

 

Percentage

 

 

Premium

 

 

Percentage

 

 

Total Insured

 

 

Percentage

 

Company Name

 

in-Force

 

 

Distribution

 

 

in-Force

 

 

Distribution

 

 

Value**

 

 

Distribution

 

Universal Insurance Holdings, Inc.

 

 

612,670

 

 

 

10.5

%

 

$

927,593

 

 

 

10.1

%

 

$

140,293,797

 

 

 

7.5

%

Citizens Property Insurance

   Corporation

 

 

389,990

 

 

 

6.7

%

 

 

745,951

 

 

 

8.1

%

 

 

93,360,665

 

 

 

5.0

%

Tower Hill

 

 

353,530

 

 

 

6.0

%

 

 

635,426

 

 

 

6.9

%

 

 

152,405,375

 

 

 

8.1

%

Federated National Insurance

   Company

 

 

277,379

 

 

 

4.7

%

 

 

487,640

 

 

 

5.3

%

 

 

98,376,805

 

 

 

5.2

%

Heritage Insurance Holdings, Inc.

 

 

232,854

 

 

 

4.0

%

 

 

439,461

 

 

 

4.8

%

 

 

75,153,790

 

 

 

4.0

%

USAA

 

 

219,057

 

 

 

3.7

%

 

 

403,752

 

 

 

4.4

%

 

 

66,863,296

 

 

 

3.6

%

Progressive

 

 

341,891

 

 

 

5.8

%

 

 

398,679

 

 

 

4.3

%

 

 

112,792,465

 

 

 

6.0

%

Security First Insurance Company

 

 

342,192

 

 

 

5.8

%

 

 

378,932

 

 

 

4.1

%

 

 

94,267,005

 

 

 

5.0

%

HCI Group, Inc.

 

 

135,154

 

 

 

2.3

%

 

 

345,804

 

 

 

3.8

%

 

 

42,596,761

 

 

 

2.3

%

United Insurance Holdings Corp.

 

 

177,340

 

 

 

3.0

%

 

 

301,781

 

 

 

3.3

%

 

 

71,438,025

 

 

 

3.8

%

First Protective Insurance Company

 

 

117,170

 

 

 

2.0

%

 

 

295,098

 

 

 

3.2

%

 

 

66,800,316

 

 

 

3.6

%

St. Johns Insurance Company, Inc.

 

 

169,181

 

 

 

2.9

%

 

 

257,153

 

 

 

2.8

%

 

 

72,357,431

 

 

 

3.9

%

American Integrity Insurance

   Company of Florida

 

 

237,913

 

 

 

4.1

%

 

 

256,563

 

 

 

2.8

%

 

 

82,883,738

 

 

 

4.4

%

People’s Trust Insurance Company

 

 

129,626

 

 

 

2.2

%

 

 

248,733

 

 

 

2.7

%

 

 

38,458,616

 

 

 

2.1

%

Florida Peninsula Holdings, LLC

 

 

114,201

 

 

 

1.9

%

 

 

244,551

 

 

 

2.7

%

 

 

41,938,043

 

 

 

2.2

%

Federal Insurance Company

 

 

33,479

 

 

 

0.6

%

 

 

200,750

 

 

 

2.2

%

 

 

62,136,743

 

 

 

3.3

%

Southern Fidelity

 

 

131,073

 

 

 

2.2

%

 

 

179,617

 

 

 

2.0

%

 

 

33,363,734

 

 

 

1.8

%

American International Group, Inc.

 

 

14,894

 

 

 

0.3

%

 

 

172,063

 

 

 

1.9

%

 

 

45,122,732

 

 

 

2.4

%

Allstate Corp. (Castle Key)

 

 

168,793

 

 

 

2.9

%

 

 

169,003

 

 

 

1.8

%

 

 

31,979,446

 

 

 

1.7

%

Safepoint Insurance Company

 

 

71,904

 

 

 

1.2

%

 

 

140,932

 

 

 

1.5

%

 

 

16,695,872

 

 

 

0.9

%

Total - Top 20 Insurers

 

 

4,270,291

 

 

 

72.8

%

 

$

7,229,482

 

 

 

78.7

%

 

$

1,439,284,655

 

 

 

76.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total - All Insurers

 

 

5,858,776

 

 

 

100.0

%

 

$

9,167,584

 

 

 

100.0

%

 

$

1,875,697,224

 

 

 

100.0

%

*

The information displayed in the table above is compiled and published by the FLOIR as of September 30, 20152017, based on information filings submitted quarterly by all Florida licensed insurance companies and downloaded from FLOIR’s database as of February 17, 2016.9, 2018. Such information is presented for each individual company and is not consolidated or aggregated.aggregated by the company’s operating subsidiaries’ market share results in Florida. State Farm Florida Insurance Company does not report this type of information to the FLOIR. Dollar values are in thousands, rounded to the nearest thousand.

**

Total insured values are for policies in-force that include wind coverage.

We compete primarily on the basis of the strength of our distribution network,networks, high-quality service to our independent agents and policyholders, our reputation and commitment to the Florida market, claims handling ability, product features tailored to our markets and price.price, among other factors. Our successful track record in writing residential homeowners insurance in catastrophe-exposed areas has enabled us to develop sophisticated risk selection and pricing techniques that endeavor to identify desirable risks and accurately reflect the risk of loss while allowing us to be competitive in our target markets. This risk selection and pricing approach allows us to profitably offer competitive products in areas that have a high demand for property insurance yet are underserved by the national carriers. Each of the Insurance Entities is currently rated “A” (“Exceptional”) by Demotech, Inc. (“Demotech”), a rating agency specializing in evaluating the financial stability of insurers.

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PRODUCTS AND DISTRIBUTION

Products

Our focus and our primary product is personal residential homeowner insurance, which accounts for the vast majority of business that we write. Our homeowners insurance products provide policyholders with the ability to receive homeowners, renters, condominium, dwelling, fire, other structures, personal property, personal liability and personal articles coverages. In 2015,For the year ended December 31, 2017, we wrote an average of 16,11019,829 new policies per month, an increase of 30%18.3% as compared to the prior year, and residential

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homeowners policies produced direct written premium of $813.9$982.4 million. Homeowners insurance policies accounted for 92.1%93.0% of our total direct written premium, with the remaining 7.9%7.0% comprised of Commercial Residential and fire and allied lines coverage.

The nature of our business, with respect to both claims and sales, tends to be seasonal over the course of a year, reflecting consumer behaviors in connection with the Florida residential real estate market and the need to be insured before the start of the hurricane season. The amount of written premium tends to increase just prior to the second quarter of our fiscal year and to decrease approaching the fourth quarter. We also face cyclicality resulting from hard and soft market cycles. See “Item 1A—Risk Factors—Risks Relating to Our Business—Our financial condition and operating results and the financial condition and operating results of our Insurance Entities may be adversely affected by the cyclical nature of the property and casualty insurance business.”

The geographical distribution of our policies in-force, in-force premium and total insured value for Florida by county were as follows as of December 31, 20152017 (dollars in thousands, rounded to the nearest thousand):

 

 

As of December 31, 2015

 

 

As of December 31, 2017

 

 

 

 

 

 

 

 

 

 

In-Force

 

 

 

 

 

 

Total Insured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In-Force

 

 

 

 

 

 

Total Insured

 

 

 

 

 

County

 

Count

 

 

%

 

 

Premium

 

 

%

 

 

Value

 

 

%

 

 

Count

 

 

%

 

 

Premium

 

 

%

 

 

Value

 

 

%

 

South Florida

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broward

 

 

71,106

 

 

 

12.9

%

 

$

144,787

 

 

 

17.6

%

 

$

18,936,904

 

 

 

14.8

%

 

 

92,991

 

 

 

15.1

%

 

$

184,217

 

 

 

19.9

%

 

$

24,626,640

 

 

 

16.8

%

Palm Beach

 

 

66,492

 

 

 

12.1

%

 

 

120,319

 

 

 

14.6

%

 

 

17,238,456

 

 

 

13.5

%

 

 

79,122

 

 

 

12.8

%

 

 

144,032

 

 

 

15.6

%

 

 

21,790,700

 

 

 

14.9

%

Miami-Dade

 

 

55,546

 

 

 

10.1

%

 

 

114,595

 

 

 

13.9

%

 

 

12,304,747

 

 

 

9.6

%

 

 

82,352

 

 

 

13.3

%

 

 

165,001

 

 

 

17.8

%

 

 

18,516,985

 

 

 

12.6

%

South Florida exposure

 

 

193,144

 

 

 

35.1

%

 

 

379,701

 

 

 

46.1

%

 

 

48,480,107

 

 

 

37.9

%

 

 

254,465

 

 

 

41.2

%

 

 

493,250

 

 

 

53.3

%

 

 

64,934,325

 

 

 

44.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other significant* Florida counties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pinellas

 

 

37,501

 

 

 

6.8

%

 

 

44,747

 

 

 

5.4

%

 

 

6,377,811

 

 

 

5.0

%

 

 

39,366

 

 

 

6.4

%

 

 

45,955

 

 

 

5.0

%

 

 

6,893,810

 

 

 

4.7

%

Hillsborough

 

 

26,248

 

 

 

4.2

%

 

 

33,540

 

 

 

3.6

%

 

 

6,188,844

 

 

 

4.2

%

Escambia

 

 

19,173

 

 

 

3.1

%

 

 

29,943

 

 

 

3.2

%

 

 

5,489,568

 

 

 

3.8

%

Collier

 

 

21,039

 

 

 

3.4

%

 

 

27,011

 

 

 

2.9

%

 

 

3,572,248

 

 

 

2.4

%

Lee

 

 

28,079

 

 

 

5.1

%

 

 

29,461

 

 

 

3.6

%

 

 

4,574,457

 

 

 

3.6

%

 

 

26,534

 

 

 

4.3

%

 

 

26,254

 

 

 

2.8

%

 

 

4,158,638

 

 

 

2.8

%

Collier

 

 

21,539

 

 

 

3.9

%

 

 

29,108

 

 

 

3.5

%

 

 

3,740,666

 

 

 

2.9

%

Hillsborough

 

 

23,882

 

 

 

4.3

%

 

 

32,285

 

 

 

3.9

%

 

 

5,783,408

 

 

 

4.5

%

Polk

 

 

19,655

 

 

 

3.6

%

 

 

26,768

 

 

 

3.3

%

 

 

5,906,345

 

 

 

4.6

%

 

 

18,309

 

 

 

3.0

%

 

 

25,030

 

 

 

2.7

%

 

 

5,529,038

 

 

 

3.8

%

Escambia

 

 

19,784

 

 

 

3.6

%

 

 

31,643

 

 

 

3.9

%

 

 

5,571,589

 

 

 

4.4

%

Pasco

 

 

23,575

 

 

 

3.8

%

 

 

24,170

 

 

 

2.6

%

 

 

7,615,170

 

 

 

5.2

%

Brevard

 

 

19,100

 

 

 

3.5

%

 

 

24,473

 

 

 

3.0

%

 

 

3,837,039

 

 

 

3.0

%

 

 

19,354

 

 

 

3.1

%

 

 

24,078

 

 

 

2.6

%

 

 

3,944,004

 

 

 

2.7

%

Total other significant* counties

 

 

169,540

 

 

 

30.8

%

 

$

218,485

 

 

 

26.6

%

 

 

35,791,315

 

 

 

28.0

%

 

 

193,598

 

 

 

31.3

%

 

 

235,981

 

 

 

25.4

%

 

 

43,391,320

 

 

 

29.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In-Force

 

 

 

 

 

 

Total Insured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In-Force

 

 

 

 

 

 

Total Insured

 

 

 

 

 

Summary for all of Florida

 

Count

 

 

%

 

 

Premium

 

 

%

 

 

Value

 

 

%

 

 

Count

 

 

%

 

 

Premium

 

 

%

 

 

Value

 

 

%

 

South Florida exposure

 

 

193,144

 

 

 

35.1

%

 

$

379,701

 

 

 

46.1

%

 

 

48,480,107

 

 

 

37.9

%

 

 

254,465

 

 

 

41.2

%

 

 

493,250

 

 

 

53.3

%

 

 

64,934,325

 

 

 

44.3

%

Total other significant* counties

 

 

169,540

 

 

 

30.8

%

 

 

218,485

 

 

 

26.6

%

 

 

35,791,315

 

 

 

28.0

%

 

 

193,598

 

 

 

31.3

%

 

 

235,981

 

 

 

25.4

%

 

 

43,391,320

 

 

 

29.6

%

Other Florida counties

 

 

188,116

 

 

 

34.1

%

 

 

223,445

 

 

 

27.3

%

 

 

43,434,309

 

 

 

34.1

%

 

 

170,217

 

 

 

27.5

%

 

 

196,856

 

 

 

21.3

%

 

 

38,298,825

 

 

 

26.1

%

Total Florida

 

 

550,800

 

 

 

100.0

%

 

 

821,631

 

 

 

100.0

%

 

$

127,705,731

 

 

 

100.0

%

 

 

618,280

 

 

 

100.0

%

 

$

926,087

 

 

 

100.0

%

 

$

146,624,470

 

 

 

100.0

%

*

Significant counties defined as in-force premium greater than 2.50%2.5% of total in-force premium as of December 31, 2015.2017.

1011


Table of Contents

 

The geographical distribution of our policies in-force, in-force premium and total insured value across all states were as follows, as of December 31, 2015, 20142017, 2016 and 20132015 (dollars in thousands, rounded to the nearest thousand):

 

 

As of December 31, 2015

 

 

As of December 31, 2017

 

 

 

 

 

 

 

 

 

 

In-Force

 

 

 

 

 

 

Total Insured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In-Force

 

 

 

 

 

 

Total Insured

 

 

 

 

 

State

 

Count

 

 

%

 

 

Premium

 

 

%

 

 

Value

 

 

%

 

 

Count

 

 

%

 

 

Premium

 

 

%

 

 

Value

 

 

%

 

Florida

 

 

550,800

 

 

 

88.2

%

 

$

821,631

 

 

 

92.6

%

 

$

127,705,731

 

 

 

84.0

%

 

 

618,280

 

 

 

80.9

%

 

$

926,087

 

 

 

87.6

%

 

$

146,624,470

 

 

 

73.9

%

North Carolina

 

 

34,084

 

 

 

5.4

%

 

 

25,411

 

 

 

2.9

%

 

 

9,981,069

 

 

 

6.6

%

 

 

48,866

 

 

 

6.4

%

 

 

36,993

 

 

 

3.5

%

 

 

14,275,508

 

 

 

7.2

%

Georgia

 

 

17,425

 

 

 

2.8

%

 

 

16,013

 

 

 

1.8

%

 

 

5,716,851

 

 

 

3.8

%

 

 

31,305

 

 

 

4.1

%

 

 

32,343

 

 

 

3.1

%

 

 

11,380,109

 

 

 

5.7

%

South Carolina

 

 

10,479

 

 

 

1.7

%

 

 

11,744

 

 

 

1.3

%

 

 

3,135,568

 

 

 

2.1

%

 

 

13,769

 

 

 

1.8

%

 

 

13,372

 

 

 

1.3

%

 

 

4,120,728

 

 

 

2.1

%

Massachusetts

 

 

4,720

 

 

 

0.8

%

 

 

6,455

 

 

 

0.7

%

 

 

2,790,054

 

 

 

1.8

%

 

 

10,132

 

 

 

1.3

%

 

 

13,162

 

 

 

1.2

%

 

 

5,857,450

 

 

 

3.0

%

Indiana

 

 

2,694

 

 

 

0.4

%

 

 

2,146

 

 

 

0.3

%

 

 

851,536

 

 

 

0.6

%

 

 

11,622

 

 

 

1.5

%

 

 

9,236

 

 

 

0.9

%

 

 

3,768,044

 

 

 

1.9

%

Pennsylvania

 

 

10,554

 

 

 

1.4

%

 

 

7,292

 

 

 

0.7

%

 

 

4,047,997

 

 

 

2.1

%

Minnesota

 

 

4,769

 

 

 

0.6

%

 

 

5,198

 

 

 

0.5

%

 

 

2,103,731

 

 

 

1.1

%

Virginia

 

 

4,908

 

 

 

0.6

%

 

 

3,867

 

 

 

0.4

%

 

 

2,263,923

 

 

 

1.1

%

Alabama

 

 

2,861

 

 

 

0.4

%

 

 

2,934

 

 

 

0.3

%

 

 

895,380

 

 

 

0.5

%

Maryland

 

 

2,354

 

 

 

0.3

%

 

 

1,901

 

 

 

0.2

%

 

 

869,685

 

 

 

0.4

%

Hawaii

 

 

1,523

 

 

 

0.2

%

 

 

1,547

 

 

 

0.2

%

 

 

680,701

 

 

 

0.4

%

 

 

2,009

 

 

 

0.3

%

 

 

1,830

 

 

 

0.2

%

 

 

842,740

 

 

 

0.4

%

Maryland

 

 

1,278

 

 

 

0.2

%

 

 

1,026

 

 

 

0.1

%

 

 

464,081

 

 

 

0.3

%

Pennsylvania

 

 

1,017

 

 

 

0.2

%

 

 

738

 

 

 

0.1

%

 

 

360,991

 

 

 

0.2

%

Michigan

 

 

1,330

 

 

 

0.2

%

 

 

1,574

 

 

 

0.1

%

 

 

491,906

 

 

 

0.2

%

Delaware

 

 

396

 

 

 

0.1

%

 

 

407

 

 

 

0.0

%

 

 

181,857

 

 

 

0.1

%

 

 

828

 

 

 

0.1

%

 

 

903

 

 

 

0.0

%

 

 

400,076

 

 

 

0.2

%

Minnesota

 

 

251

 

 

 

0.0

%

 

 

277

 

 

 

0.0

%

 

 

108,337

 

 

 

0.1

%

New Jersey

 

 

877

 

 

 

0.1

%

 

 

858

 

 

 

0.0

%

 

 

428,072

 

 

 

0.2

%

New York

 

 

54

 

 

 

0.0

%

 

 

52

 

 

 

0.0

%

 

 

27,191

 

 

 

0.0

%

Total

 

 

624,667

 

 

 

100.0

%

 

$

887,395

 

 

 

100.0

%

 

 

151,976,776

 

 

 

100.0

%

 

 

764,518

 

 

 

100.0

%

 

 

1,057,602

 

 

 

100.0

%

 

 

198,397,010

 

 

 

100.0

%

 

 

As of December 31, 2014

 

 

As of December 31, 2016

 

 

 

 

 

 

 

 

 

 

In-Force

 

 

 

 

 

 

Total Insured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In-Force

 

 

 

 

 

 

Total Insured

 

 

 

 

 

State

 

Count

 

 

%

 

 

Premium

 

 

%

 

 

Value

 

 

%

 

 

Count

 

 

%

 

 

Premium

 

 

%

 

 

Value

 

 

%

 

Florida

 

 

506,913

 

 

 

91.1

%

 

$

749,181

 

 

 

94.3

%

 

$

115,248,811

 

 

 

87.9

%

 

 

577,783

 

 

 

84.6

%

 

$

862,332

 

 

 

90.2

%

 

$

134,493,470

 

 

 

79.1

%

North Carolina

 

 

26,251

 

 

 

4.9

%

 

 

19,871

 

 

 

2.5

%

 

 

7,671,188

 

 

 

5.9

%

 

 

41,393

 

 

 

6.1

%

 

 

30,858

 

 

 

3.2

%

 

 

11,972,066

 

 

 

7.0

%

Georgia

 

 

10,570

 

 

 

1.9

%

 

 

9,651

 

 

 

1.2

%

 

 

3,331,523

 

 

 

2.6

%

 

 

24,257

 

 

 

3.6

%

 

 

23,849

 

 

 

2.5

%

 

 

8,450,315

 

 

 

5.0

%

South Carolina

 

 

8,037

 

 

 

1.4

%

 

 

10,204

 

 

 

1.3

%

 

 

2,463,221

 

 

 

1.9

%

 

 

12,230

 

 

 

1.8

%

 

 

12,393

 

 

 

1.3

%

 

 

3,592,203

 

 

 

2.1

%

Massachusetts

 

 

2,359

 

 

 

0.4

%

 

 

3,311

 

 

 

0.4

%

 

 

1,462,206

 

 

 

1.1

%

 

 

7,451

 

 

 

1.1

%

 

 

9,964

 

 

 

1.0

%

 

 

4,352,990

 

 

 

2.6

%

Indiana

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,835

 

 

 

1.0

%

 

 

5,381

 

 

 

0.6

%

 

 

2,162,967

 

 

 

1.3

%

Pennsylvania

 

 

5,303

 

 

 

0.8

%

 

 

3,677

 

 

 

0.4

%

 

 

1,925,226

 

 

 

1.1

%

Minnesota

 

 

2,089

 

 

 

0.3

%

 

 

2,251

 

 

 

0.2

%

 

 

896,969

 

 

 

0.5

%

Virginia

 

 

269

 

 

 

0.0

%

 

 

224

 

 

 

0.0

%

 

 

130,556

 

 

 

0.1

%

Alabama

 

 

624

 

 

 

0.1

%

 

 

624

 

 

 

0.1

%

 

 

182,456

 

 

 

0.1

%

Maryland

 

 

1,756

 

 

 

0.2

%

 

 

1,413

 

 

 

0.1

%

 

 

640,919

 

 

 

0.4

%

Hawaii

 

 

1,306

 

 

 

0.2

%

 

 

1,354

 

 

 

0.2

%

 

 

586,845

 

 

 

0.4

%

 

 

1,767

 

 

 

0.2

%

 

 

1,689

 

 

 

0.2

%

 

 

756,428

 

 

 

0.4

%

Maryland

 

 

799

 

 

 

0.1

%

 

 

670

 

 

 

0.1

%

 

 

308,312

 

 

 

0.2

%

Pennsylvania

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michigan

 

 

538

 

 

 

0.1

%

 

 

651

 

 

 

0.1

%

 

 

190,360

 

 

 

0.1

%

Delaware

 

 

113

 

 

 

0.0

%

 

 

112

 

 

 

0.0

%

 

 

51,622

 

 

 

0.0

%

 

 

621

 

 

 

0.1

%

 

 

663

 

 

 

0.1

%

 

 

289,941

 

 

 

0.2

%

Minnesota

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New Jersey

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New York

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

556,348

 

 

 

100.0

%

 

$

794,354

 

 

 

100.0

%

 

 

131,123,728

 

 

 

100.0

%

 

 

682,916

 

 

 

100.0

%

 

 

955,969

 

 

 

100.0

%

 

 

170,036,866

 

 

 

100.0

%

 

 

 

As of December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

In-Force

 

 

 

 

 

 

Total Insured

 

 

 

 

 

State

 

Count

 

 

%

 

 

Premium

 

 

%

 

 

Value

 

 

%

 

Florida

 

 

499,949

 

 

 

93.3

%

 

$

749,321

 

 

 

95.7

%

 

$

110,785,839

 

 

 

90.7

%

North Carolina

 

 

21,723

 

 

 

4.0

%

 

 

17,201

 

 

 

2.2

%

 

 

6,473,414

 

 

 

5.3

%

Georgia

 

 

5,465

 

 

 

1.0

%

 

 

4,737

 

 

 

0.6

%

 

 

1,607,147

 

 

 

1.3

%

South Carolina

 

 

6,251

 

 

 

1.2

%

 

 

8,466

 

 

 

1.1

%

 

 

1,894,527

 

 

 

1.6

%

Massachusetts

 

 

986

 

 

 

0.2

%

 

 

1,411

 

 

 

0.2

%

 

 

632,470

 

 

 

0.5

%

Indiana

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hawaii

 

 

1,184

 

 

 

0.2

%

 

 

1,232

 

 

 

0.2

%

 

 

538,213

 

 

 

0.5

%

Maryland

 

 

430

 

 

 

0.1

%

 

 

348

 

 

 

0.0

%

 

 

159,523

 

 

 

0.1

%

Pennsylvania

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delaware

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minnesota

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

535,988

 

 

 

100.0

%

 

$

782,716

 

 

 

100.0

%

 

 

122,091,133

 

 

 

100.0

%

12


Table of Contents

 

 

As of December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

In-Force

 

 

 

 

 

 

Total Insured

 

 

 

 

 

State

 

Count

 

 

%

 

 

Premium

 

 

%

 

 

Value

 

 

%

 

Florida

 

 

550,800

 

 

 

88.2

%

 

$

821,631

 

 

 

92.6

%

 

$

127,705,731

 

 

 

84.0

%

North Carolina

 

 

34,084

 

 

 

5.4

%

 

 

25,411

 

 

 

2.9

%

 

 

9,981,069

 

 

 

6.6

%

Georgia

 

 

17,425

 

 

 

2.8

%

 

 

16,013

 

 

 

1.8

%

 

 

5,716,851

 

 

 

3.8

%

South Carolina

 

 

10,479

 

 

 

1.7

%

 

 

11,744

 

 

 

1.3

%

 

 

3,135,568

 

 

 

2.1

%

Massachusetts

 

 

4,720

 

 

 

0.8

%

 

 

6,455

 

 

 

0.7

%

 

 

2,790,054

 

 

 

1.8

%

Indiana

 

 

2,694

 

 

 

0.4

%

 

 

2,146

 

 

 

0.3

%

 

 

851,536

 

 

 

0.6

%

Pennsylvania

 

 

1,017

 

 

 

0.2

%

 

 

738

 

 

 

0.1

%

 

 

360,991

 

 

 

0.2

%

Minnesota

 

 

251

 

 

 

0.0

%

 

 

277

 

 

 

0.0

%

 

 

108,337

 

 

 

0.1

%

Virginia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alabama

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maryland

 

 

1,278

 

 

 

0.2

%

 

 

1,026

 

 

 

0.1

%

 

 

464,081

 

 

 

0.3

%

Hawaii

 

 

1,523

 

 

 

0.2

%

 

 

1,547

 

 

 

0.2

%

 

 

680,701

 

 

 

0.4

%

Michigan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delaware

 

 

396

 

 

 

0.1

%

 

 

407

 

 

 

0.0

%

 

 

181,857

 

 

 

0.1

%

New Jersey

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New York

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

624,667

 

 

 

100.0

%

 

 

887,395

 

 

 

100.0

%

 

 

151,976,776

 

 

 

100.0

%

Also see Item 7—Managements Discussion and Analysis of Financial Condition and Results of Operations and “Item 1A—Risk Factors—Risks Relating to Our Business—Because we conduct the substantial majority of our business in Florida, our financial results depend on the regulatory, economic and weather conditions in Florida” for discussion on geographical diversification.

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Product Pricing

The premiums we charge are based on rates specific to individual risks and locations and are generally subject to regulatory review and approval before they are implemented. We periodically submit our rate revisions to regulators as required by law or as we deem necessary or appropriate for our business. The premiums we charge to policyholders are affected by legislative enactments and administrative rules, including state-mandated programs in Florida requiring residential property insurance companies like us to provide premium discounts when policyholders verify that insured properties have certain construction features or windstorm loss reduction features.

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The following table shows UPCIC’s most recently approved rate changes in Florida.changes. All percentage increases and decreases are expressed as statewide averages.

 

 

2015 Rate Changes

 

 

2014 Rate Changes

 

 

2013 Rate Changes

 

 

2017 Rate Changes

 

 

2016 Rate Changes

 

 

2015 Rate Changes

 

 

 

 

Percentage Increase

 

 

 

 

Percentage Increase

 

 

 

 

Percentage Increase

 

 

 

 

 

 

Percentage Increase

 

 

 

 

 

 

Percentage Increase

 

 

 

 

 

 

Percentage Increase

 

 

Effective Dates

 

(Decrease)

 

 

Effective Dates

 

(Decrease)

 

 

Effective Dates

 

(Decrease)

 

 

Effective Dates

 

State

 

(Decrease)

 

 

Effective Dates

 

State

 

(Decrease)

 

 

Effective Dates

 

State

 

(Decrease)

 

Homeowners

 

April 15, 2015 for new business; May 25, 2015 for renewal business

 

 

2.2%

 

 

Jan. 1, 2014 for new business; Mar. 9, 2014 for renewal business

 

 

(2.4%)

 

 

Jan. 18, 2013 for new business; Mar. 9, 2013 for renewal business

 

 

14.1%

 

 

December 7, 2017 for new business;     January 26, 2018 for renewal business

 

FL

 

3.40%

 

 

None

 

FL

 

None

 

 

April 15, 2015 for new business;     May 25, 2015 for renewal business

 

FL

 

 

2.20%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

None

 

NC

 

None

 

 

None

 

NC

 

None

 

 

June 1, 2015 for new business and renewal business

 

NC

 

 

0.60%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

None

 

SC

 

None

 

 

None

 

SC

 

None

 

 

November 20, 2015 for new business;     January 6, 2016 for renewal business

 

SC

 

 

2.46%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

None

 

GA

 

 

None

 

 

June 1, 2016 for new business and renewal business

 

GA

 

 

7.50%

 

 

None

 

GA

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fire

 

April 20, 2015 for new business; June 5, 2015 for renewal business

 

 

4.9%

 

 

Jan. 10, 2014 for new business; Mar. 3, 2014 for renewal business

 

 

8.1%

 

 

Jan. 14, 2013 for new business; Mar. 3, 2013 for renewal business

 

 

14.5%

 

 

February 3, 2018 for new business;     March 25, 2018 for renewal business

 

FL

 

 

6.00%

 

 

August 31, 2016 for new business;     October 19, 2016 for renewal business

 

FL

 

 

3.70%

 

 

April 20, 2015 for new business;     June 5, 2015 for renewal business

 

FL

 

 

4.90%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

None

 

NC

 

None

 

 

None

 

NC

 

None

 

 

April 1, 2015 for new business and renewal business

 

NC

 

 

1.22%

 

For a discussion of our policy acquisition costs and deferred tax assets, see “Item 7 –Management’s Discussion and Analysis of Financial Condition and Results of Operations –Critical Accounting Policies and Estimates –Deferred Policy Acquisition Costs/Deferred Ceding Commissions,” “Item 7 –Management’s Discussion and Analysis of Financial Condition and Results of Operations –Results of Operations,” and “Item 8 –Note 12 (Income Taxes).”

Distribution

We market and sell our products solelyprimarily through our network of approximately 7,8008,800 licensed independent agents, which we continue to build both in Florida and in other states. In addition to our independent agent force, we offer policies through our online platform Universal DirectSM as described further below. Of theseour independent agents, the top 20% accounted for approximately 80%90% of our direct written premium for the year ended December 31, 2015.2017. Currently, we have approximately 4,5004,300 independent agents in Florida and approximately 3,3004,500 independent agents outside of Florida. Our relationships with independent agents and their relationships with their customers are critical to our ability to identify, attract and retain profitable business. See “Item 1A—Risk Factors—Risks Relating to Our Business—Because we rely on independent insurance agents, the loss of these independent agent relationships and the business they control or our ability to attract new independent agents could have an adverse impact on our business.” We have developed our independent agency distribution channel since our inception, and we believe we have built significant credibility and loyalty within the independent agent community in the states in which we operate, particularly Florida. We actively participate in the recruitment and training of our independent agents and provide each agency with training sessions on topics such as submitting claims and underwriting guidelines, either over the phone or through an internet portal. We also engage a third-party market representative to assist in ongoing training and recruitment initiatives in all of the states in which we write business.

A key part of our distribution strategy is to utilize an attractive commission-based compensation plan as an incentive for independent agents to place business with us. We also attempt to provide excellent service to our independent agents and brokers, maintaining a consistent

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long-standing partnership with our independent agents and a consistent presence in our target markets through hard and soft market cycles. Our internal staff and specialists provide support to our independent agents, including use of various technologies to assist with the delivery of service to our policyholders. Our independent agents have access to all policy and payment information through our online, proprietary system. This system allows our independent agents to provide quotes within minutes, and because we control our technology, we are able to quickly respond to agents who need troubleshooting assistance or who offer recommendations for improvement. This system has evolved into a highly valued tool that enables agents to quickly understand the status of a policy and assist their clients with any policy-related questions. We regularly monitor and enhance the system to provide the best point of sale

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tools possible. Agents are provided dedicated internal contacts should they need assistance, and agencies are proactively contacted on a quarterly basis to solicit feedback.

As a result of the superior service and compensation we provide, we have relatively little turnover among many of our key independent agents. Approximately 1,000,1,600, or 13%18%, of our independent agents have relationships with us that span a decade or more.

In addition to distributing our products through our independent agent network, we also utilize our unique direct-to-consumer platform, Universal DirectSM, to sell products directly to consumers. In April 2016, the Company launched a direct-to-consumer online platform called Universal DirectSM, which enables homeowners to directly purchase, pay for and bind homeowners policies online without the need to directly interface with any intermediaries. Universal DirectSM was offered in all 16 states in which the Company offers policies as of December 31, 2017. During the year ended December 31, 2017, 7,361 policies were written representing $8.6 million in direct written premium, as compared to 1,320 policies written representing $1.4 million in direct written premium during the year ended December 31, 2016.

Services

We are vertically integrated with substantially all aspects of insurance underwriting, policy issuance, general administration and claims processing and settlement performed internally, which allows us to retain a majority of the economics associated with the issuance and administration of our insurance policies in-force. Vertical integration also maintains quality service throughout the policy life cycle. Below is a summary of the services we provide.

Underwriting

All underwriting is performed internally utilizing our state-approved underwriting manuals as the basis of our rate-making and risk assessment. Our manuals have been developed and enhanced over a number of years based on our deep knowledge of the homeowners insurance industry, and based on an ongoing analysis of our own loss experience. Initially, all new business must be submitted to us through our proprietary policy processing system and risk criteria, which allows our independent agent partners to generate quotes and bind policies subject to compliance with our binding authority guidelines and risk criteria. Policies that are bound by either independent agents or through Universal DirectSM are further reviewed by our underwriting staff for accuracy of data, including reports of on-site inspections. Our underwriting process is constantly evolving as new and different type of risks and claim types become prevalent. However, see “Item 1A—Risk Factors—Risks Relating to Our Business—The failure of the risk mitigation strategies we utilize could have a material adverse effect on our financial condition or results of operations.”

Policy Administration

We have developed a proprietary suite of applications that provide underwriting, policy and claim administration services, including billing, policy maintenance, inspections, refunds, commissions and data analysis. Our proprietary rating engine aligns with various state requirements to support our geographic expansion. This sophisticated policy processing system is solely managed by our employees, and enhancements are implemented while adhering to strict internal control requirements to ensure business continuity.

Claims Administration

We closely manage all aspects of the claims process, from processing the initial filing to claim conclusion. When a policyholder contacts us to report a claim, members of our claims department create a claim file and aggregate the appropriate supporting documentation. Claims are then reviewed by our managers and staff adjusters, who assess the extent of the loss, completeon-site investigations when required, and determine the resources needed to adjust each claim. We perform or supervise the adjusting services rendered for our policyholders at all stages of the claims process, which we believe allows us to reduce cost and provide a high level of customer service. We assign a small percentage of field inspections to third-party adjusters in order to maintain relationships that will allow us to continue to provide high quality and timely service following a catastrophe or any other period of unusually high claim volume.volume, such as the increase in claims that occurred after Hurricane Irma in September 2017.

On March 5, 2015, we acquired Aplin Peer & Associates Inc., an independent claims adjusting firm, to supplement our already sizable claims function. We now have 175 claims personnel on staff. In 2015, our average time to close claims has decreased by over a week as compared to 2013 and 2014. Additionally, despite an increase15


Table of 12.3% in our policies in-force in 2015, we have reduced claims operating expenses by 2.3% as compared to 2014.Contents

Reinsurance Intermediary

We manage our reinsurance program through our internal reinsurance intermediary, BARC, in conjunction with URA. AlmostApproximately 10 years ago, we hired a dedicated team of reinsurance specialists from Willis Re, including our President and Chief OperatingRisk Officer, Jon W. Springer, to design a customized reinsurance strategy for us and to develop our in-house analytical capabilities. Our reinsurance team has an average of 2425 years of knowledge and expertise of the reinsurance industry. We have two experienced actuaries and analytics modeling personnel on staff at BARC to assist in evaluating and designing our reinsurance program. Not only do we receive a portion of the fees that otherwise would be paid in commissions to a third-party reinsurance intermediary, we also develop and maintain long-term relationships with our reinsurers. We also utilize Aon BenfieldGuy Carpenter as a third-party reinsurance intermediary as needed, enabling us to capitalize on its market experience and knowledge as well as our internal capabilities. Aon BenfieldGuy Carpenter works closely with our teams at

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BARC and URA in designing our reinsurance program to obtain favorable pricing, as well as continually evaluating prevailing costs and the level of coverage we feel we need in order to capitalize on favorable market conditions.

REINSURANCE

Developing and implementing our reinsurance strategy to adequately protect us in the event of one or more catastrophes while maintaining efficient reinsurance costs has been a key focus for our leadership team. The benefits of the reinsurance strategy in 2017 are further discussed in “Item 7 Management’s Discussion and Analysis of Financial Conditions and Results of Operations.” In recent years, the property and casualty insurance market has experienced a substantial increase in the availability of property catastrophe reinsurance resulting from the increased supply of capital from non-traditional reinsurance providers, including private capital and hedge funds. This increased capital supply, coupled with a lack of recent significant catastrophic activity in Florida and elsewhere around the world, and underwriting improvements, such as Florida’s wind mitigation efforts to strengthen homes subject to wind events, has reduced the cost of property catastrophe reinsurance, directly benefitting significant reinsurance buyers, such as us.

In order to limit our potential exposure to catastrophic events, we purchase significant reinsurance from third-party reinsurers. We rely on third-party reinsurers and the FHCF, and do not have any captive or affiliated reinsurance arrangements in place. The FLOIR requires us and all insurance companies doing business in Florida to have a certain amount of capital and reinsurance coverage in order to cover losses upon the occurrence of a single catastrophic event and a series of catastrophic events occurring in the same hurricane season. Our 2015-20162017-2018 reinsurance program meets and provides reinsurance in excess of the FLOIR’s requirements, which are based on, among other things, the probable maximum loss that we would incur from an individual catastrophic event estimated to occur once in every 100 years based on our portfolio of insured risks and a series of stress test catastrophe loss scenarios based on past historical events. As respects to the single catastrophic event, the nature, severity and location of the event giving rise to such a probable maximum loss differs for each insurer depending on the insurer’s portfolio of insured risks, including, among other things, the geographic concentration of insured value within the insurer’s portfolio. Accordingly, a particular catastrophic event could be a one-in-100 year loss event for one insurance company while having a greater or lesser probability of occurrence for another insurance company.

We believe our retention under the reinsurance program is appropriate and structured to protect our policyholders. We test the sufficiency of our reinsurance program by subjecting our personal residential exposures to statistical testing using a third-party hurricane model, RMS RiskLink v15.0v17.0 (Build 1625)1825). This model combines simulations of the natural occurrence patterns and characteristics of hurricanes, tornadoes, earthquakes and other catastrophes with information on property values, construction types and occupancy classes. The model outputs provide information concerning the potential for large losses before they occur so companies can prepare for their financial impact.

UPCIC’s 2017-2018 Reinsurance Program

Third-Party Reinsurance

Our annual reinsurance program, which is segmented into layers of coverage, as is industry practice, protects us against excess property catastrophe losses. Our 2015-20162017-2018 reinsurance program includes the mandatory coverage required by law to be placed with the FHCF, (inin which we have elected to participate at 90%, or the highest level),level, and also includes private reinsurance below, alongside and above the FHCF layer. In placing our 2015-20162017-2018 reinsurance program, we obtained multiple years of coverage for aan additional portion of the program. We believe this multi-year arrangement will allow us to capitalize on favorable pricing and contract terms and conditions and allow us to mitigate uncertainty with respect to the price of future reinsurance coverage, our single largest cost. For(For 2015-2016, we eliminated our quota share reinsurance effective as of June 1, 2015, while obtaining additional excess of loss catastrophe coverage. We believe that this new structure will continue to protect us in years in which a catastrophe may occur, and in non-catastrophe years will decrease our reinsurance costs and increase the amount of premium we retain. These lower costs and higher premium retention will enable us to further increase our stockholders’ equity in order to profitably grow our business.)

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The total cost of UPCIC’s private catastrophe reinsurance program for all states as described below, effective June 1, 2017 through May 31, 2018, is $155.5 million. In addition, UPCIC has purchased reinstatement premium protection as described below, the cost of which is $25.7 million. The largest private participants in UPCIC’s reinsurance program include leading reinsurance companies and providers such as Nephila Capital, Everest Re, RenaissanceRe, Chubb Tempest Re and Lloyd’s of London syndicates.

We have used the model results noted above to stress test the completeness of the program by simulating a recurrence of the 2004 calendar year, in which four large catastrophic hurricanes made landfall in Florida. This season is considered to be the worst catastrophic year in Florida’s recorded history. Assuming the reoccurrence of the 2004 calendar year events, including the same geographic path of each such hurricane, the modeled estimated net loss to us in 2015,2017 with the reinsurance coverage described herein would be approximately $84 million (after tax, net of all reinsurance recoveries)., the same as it would have been in 2016. We estimate that, based on our portfolio of insured risks as of December 31, 2015,2017 and 2016, a repeat of the four 2004 calendar year events would have exhausted approximately 18.4%27.0% and 25.0%, respectively, of our property catastrophe reinsurance coverage

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coverage.

UPCIC’s Retention

UPCIC has a net retention of $35 million per catastrophe event for losses incurred, in all states, up to a first event loss of $2.24$2.778 billion. UPCIC also purchases a separate underlying covercatastrophe program to further reduce its retention for all losses occurring in Hawaii. With this cover,any state other than Florida (the “Other States Reinsurance Program”). UPCIC retains only $10$5 million under its programOther States Reinsurance Program in Hawaii.the first event and only $1 million under its Other States Reinsurance Program for the second through fourth events. These retention amounts are gross of any potential tax benefit we would receive in paying such losses.

First Layer

Immediately above UPCIC’s net retention, we have $55 million of reinsurance coverage from third-party reinsurers for up to four separate catastrophic events, for all states. Specifically, we have purchased reinsurance coverage for the first and third catastrophic events, and each such coverage allows for one reinstatement upon the payment of reinstatement premiums, which would cover the second and fourth catastrophic events. WeThis coverage has been obtained from three contracts as follows:

68.33% of $55 million in excess of $35 million provides coverage on a multi-year basis through May 31, 2019;

31.67% of $55 million in excess of $35 million provides coverage for the 2017-2018 period; and

100% of $55 million in excess of $35 million and in excess of $110 million otherwise recoverable (from the first and second events) provides the third and fourth event coverage for the 2017-2018 period.

For the first two contracts above, to the extent that all of our coverage or a portion thereof is exhausted in a catastrophic event, we have purchased reinstatement premium protection to pay the required premium necessary for the initial reinstatement of this coverage for a second catastrophic event.these coverages.

Second Layer

Above the first layer, for losses exceeding $90 million, we have purchased a second layer of coverage for losses up to $455$445 million – in other words, for the next $355 million of losses. This coverage has been obtained from multipletwo contracts as follows:

58% of $355 million in excess of $90 million provides coverage through May 31, 2020; and

·

58% of $355 million in excess of $90 million provides coverage on a multi-year basis through May 31, 2018;

42% of $355 million in excess of $90 million provides coverage for the 2017-2018 period

·

12% of $355 million in excess of $90 million provides coverage for the 2015-2016 period; and

·

the remaining 30% of $355 million in excess of $90 million is provided by the following:

o

the second and final year of multi-year coverage for 30% of $285 million in excess of $90 million for the 2015-2016 period; and

o

30% of $70 million in excess of $375 million for the 2015-2016 period.

In this layer, to the extent that all of our coverage or a portion thereof is exhausted in a catastrophic event, we have purchased reinstatement premium protection insurance to pay the required premium necessary for the reinstatement of these coverages. These coveragesBoth of these contracts extend coverage to all states, except with respectstates.

Third Layer

Above the first and second layers, we have purchased a third layer of coverage for losses up to $540 million – in other words, for the second yearnext $95 million of the $285losses. This coverage was obtained from two contracts as follows:

68.33% of $95 million in excess of $90$445 million provides coverage which extends onlyon a multi-year basis through May 31, 2019; and

31.67% of $95 million in excess of $445 million provides coverage for the 2017-2018 period.

In this layer, to Florida.the extent that all of our coverage or a portion thereof is exhausted in a catastrophic event, we have purchased reinstatement premium protection insurance to pay the required premium necessary for the reinstatement of these coverages. Both of these contracts extend coverage to all states.

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Fourth, Fifth and FourthSixth Layers

In the thirdfourth, fifth and fourthsixth layers, we have purchased reinsurance for $128$55 million of coverage in excess of $445 million in losses incurred by us (net of the FHCF layer) and $275 million of coverage in excess of $573$540 million in losses incurred by us (net of the FHCF layer), respectively. Both$193 million of coverage in excess of $595 million in losses incurred by us (net of the FHCF layer), and $125 million of coverage in excess of $788 million, respectively, for a total of $878 million of coverage (net of the FHCF layer) by third-party reinsurers. With respect to the fourth layer, to the extent that all of our coverage or a portion thereof is exhausted in a catastrophic event, we have purchased reinstatement premium protection to pay the required premium necessary for the reinstatement of this coverage. All three layers’ coverage extends to all states.

UPCIC structures its reinsurance coverage into layers and utilizes a cascading feature such that the second, third, fourth, fifth and fourthsixth reinsurance layers all attach at $90 million. Any layers above the $90 million attachment point are excess of loss over the immediately preceding layer. If the aggregate limit of the preceding layer is exhausted, the next layer cascades down in its place for future events. This means that, unless losses exhaust the top layer of our coverage, we are exposed to only $35 million in losses, pre-tax, per catastrophe for each of the first four events. In addition to tax benefits that could reduce our ultimate loss, we would expectanticipate that certain fees paid to our subsidiary service providers by our Insurance Entities and, indirectly, our reinsurers, would also increase during an active hurricane season, which could also offset claim-related losses we would have to pay on our insurance policies. The subsidiary companies, and UPCIC in particular, experienced a significant volume of claims from Hurricane Irma which surpassed the Company’s per occurrence retention of $35 million and triggered its reinsurance program. The program responded according exactly to plan and the weighted average of funds received from third party reinsurance partners was less than 4 business days.  Fees paid to our subsidiary service providers increased due to both the volume of claims administered as well as additional premiums paid to reinstate reinsurance coverage. 

Other States Reinsurance Program

The total cost of UPCIC’s private catastrophe reinsurance program for other states as described below, effective June 1, 2017 through May 31, 2018, is $8.9 million. In addition, UPCIC has purchased reinstatement premium protection as described below, the cost of which is $1.85 million.

Effective June 1, 2017 through June 1, 2018, under an excess catastrophe contract specifically covering risks located outside the state of Florida and intended to further reduce UPCIC’s $35 million net retention, as noted above, UPCIC has obtained catastrophe coverage of $30 million in excess of $5 million covering certain loss occurrences, including hurricanes, in states outside of Florida. This catastrophe coverage has a second full limit available with additional premium calculated pro rata as to amount and 100% as to time, as applicable. All catastrophe layers are placed with a cascading feature so that all capacity could be made available in excess of $5 million under certain loss scenarios. Further, UPCIC purchased subsequent catastrophe event excess of loss reinsurance specifically covering risks outside of Florida to cover certain levels of loss through four catastrophe events including hurricanes. Specifically, UPCIC obtained catastrophe coverage that covers 100% of $4,000,000 excess of $1,000,000 in excess of $4,000,000 otherwise recoverable. This coverage has two free reinstatements and a total of $12,000,000 of coverage available to UPCIC.

In certain circumstances involving a first catastrophic event impacting both Florida and other states, UPCIC’s retention could result in pre-tax net liability as low as $5,000,000 – the $35 million net retention under the all states reinsurance program could be offset by as much as $30 million in coverage under the Other States Reinsurance Program – or 1.6% of UPCIC’s statutory policyholders’ surplus as of December 31, 2017.

FHCF

UPCIC’s third-party reinsurance program supplements the FHCF coverage we are required to purchase every year. The limit and retention of the FHCF coverage we receive each year is subject to upward or downward adjustment based on, among other things, submitted exposures to the FHCF by all participants. As of DecemberJune 1, 2015,2017, we estimate our FHCF coverage includes a maximum provisional limit of 90% of $1,470.6$2,075.5 million, or $1,323.5$1,868 million, in excess of $491.7$618 million. The estimated premium that UPCIC plans to cede to the FHCF for the 2017 hurricane season is $124 million.

Coverage purchased from third-party reinsurers, as described above, adjusts to fill in gaps in FHCF coverage.provide coverage for certain losses not otherwise covered by the FHCF. The FHCF coverage cannot be reinstated once exhausted, but it does provide coverage for multiple events. The FHCF coverage extends only to losses to our Florida portfolio due to a landfalling hurricane.declared hurricane that causes storm losses in Florida.

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The third-party reinsurance we purchase for UPCIC is therefore net of FHCF recovery. When our FHCF and third-party reinsurance coverages are taken together, UPCIC has reinsurance coverage of up to $2,242.1$2,778 million for the first event, as illustrated by the graphic below. Should a catastrophic event occur, we would retain up to $35 million pre-tax for each catastrophic event, and would also be responsible for any additional losses that exceed our top layer of coverage.

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*Layer cascades to $90M

UPCIC All States 1st Event

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UPCIC Other States (Non-Florida) 1st Event

APPCIC’s 2017-2018 Reinsurance Program

Third-Party Reinsurance

The total cost of APPCIC’s private catastrophe and multiple line excess reinsurance program, effective June 1, 2017 through May 31, 2018, is $1.88 million. In addition, APPCIC has purchased reinstatement premium protection as described below, the cost of which is $59,500. The largest private participants in APPCIC’s reinsurance program include leading reinsurance companies such as Everest Re, Chubb Tempest Re, Hiscox, Hannover Ruck, and Lloyd’s of London syndicates.

APPCIC’s Retention

APPCIC has a net retention of $2 million for all losses per catastrophe event for losses incurred up to a first event loss of $41.2$28.1 million. This retention amount is gross of any potential tax benefit we would receive in paying such losses.

First Layer

Immediately above APPCIC’s net retention we have $5.5$3.2 million of reinsurance coverage from third-party reinsurers. Specifically, we have purchased reinsurance coverage for the first event, and such coverage allows for one reinstatement upon the payment of reinstatement premiums, which would cover the second and potentially more catastrophic events. We have purchased reinstatement

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premium protection to pay the required premium necessary for the initial reinstatement of this coverage for a second catastrophic event.

Second and Third Layers

In the second and third layers, we have purchased reinsurance for $2.2$1.7 million of coverage in excess of $7.5$5.2 million in losses incurred by us (net of the FHCF layer) and $12$7 million of coverage in excess of $9.7$6.9 million in losses incurred by us (net of the FHCF layer), respectively.

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APPCIC structures its reinsurance coverage into layers and utilizes a cascading feature such that the second and third reinsurance layers all attach at $2 million. Any layers above the $2 million attachment point are excess of loss over the immediately preceding layer. If the aggregate limit of the preceding layer is exhausted, the next layer cascades down in its place for future events. This means that, unless losses exhaust the top layer of our coverage, we are only exposed to $2 million in losses, pre-tax, per catastrophe for each of the first two events. In addition to tax benefits that could reduce our ultimate loss, we would expectanticipate that certain fees paid to our subsidiary service providers by our Insurance Entities and, indirectly, our reinsurers would also increase during an active hurricane season, which could also offset losses we would have to pay on our insurance policies.

FHCF

APPCIC’s third-party reinsurance program is used to supplement the FHCF reinsurance we are required to purchase every year. The limit and retention of the FHCF coverage we receive each year is subject to upward or downward adjustment based on, among other things, submitted exposures to the FHCF by all participants. As of DecemberJune 1, 2015,2017, we estimate our FHCF coverage includes a maximum provisional limit of 90% of $21.7$15.8 million, or $19.53$14.2 million, in excess of $6.9$4.7 million. The estimated premium that APPCIC plans to cede to the FHCF for the 2017 hurricane season is $943 thousand. Factoring in our estimated coverage under the FHCF, we purchase coverage alongside our FHCF coverage from third-party reinsurers as described above, which adjusts to fill in gaps in FHCF coverage.provide coverage for certain losses not otherwise covered by the FHCF. The FHCF coverage cannot be reinstated once exhausted, but it does provide coverage for multiple events. The FHCF coverage extends only to losses to our portfolio impacted bydue to a landfalling hurricane.declared hurricane that causes storm losses in Florida.

Multiple Line Excess of Loss

The third-party reinsurance we purchase for APPCIC is therefore net of FHCF recovery. When our FHCF and third-party reinsurance coverages are taken together, APPCIC has reinsurance coverage of up to $41.7$28.1 million, as illustrated by the graphic below. Should a catastrophic event occur, we would retain $2 million pre-tax for each catastrophic event, and would also be responsible for any additional losses that exceed our top layer of coverage.

 

17APPCIC 1st Event

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*Layer cascades to $2M

Multiple Line Excess of Loss

APPCIC also purchases extensive multiple line excess per risk reinsurance with various reinsurers due to the high valued risks it insures.insures in both the personal residential and commercial multiple peril lines of business. Under this multiple line excess per risk contract, APPCIC has coverage of $8.5 million in excess of $0.5 million$500 thousand ultimate net loss for each risk and each property loss, and $1 million in excess of $0.3 million for each casualty loss. A $19.5 million aggregate limit applies to the term of the contract for property related losses and a $2.0 million aggregate limit applies to the term of the contract for casualty-related losses. This contract also contains a profit sharing feature available to APPCIC if the contract meets specific performance measures.

INVESTMENTS

We conduct investment activities throughinvest excess funds for each of the Insurance Entities and UVE. We have retained third-party investment advisers to advise us and manage our securitiesinvestment portfolio other than cash-based equivalents.and short-term cash investments. Our Board’s Investment Committee oversees these advisers and reports overall investment results to our Board of Directors, at least on a quarterly basis.

The investment activities of the Insurance Entities are subject to regulation and supervision by the FLOIR. See “—Government Regulation and Initiatives. The Insurance Entities may only make investments that are consistent with regulatory guidelines, and our investment policies for the Insurance Entities accordingly limit the amount of investments in, among other things, non-investment grade fixed maturity securities (including high-yield bonds) and the amount of total investments in preferred stock and common stock. While we seek to appropriately limit the size and scope of investments in our portfolio, UVE is not similarly restricted by Florida law. Therefore, the investments made by UVE may significantly differ from those made by the Insurance Entities. We do not purchase securities on margin.

The primary objectives of our investment portfolio are the preservation of capital and providing adequate liquidity for claims payments and other cash needs. Our investment portfolio’s secondary investment objective is to provide a total rate of return with an

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emphasis on investment income. We focus on relatively short-term investments, with approximately 12.97%8.0% of the fair value of our portfolio with contractual maturities due in one year or less, and another 50.19%44.7% due after one year but before five years.

See Item 8—Note 3 (Investments)” and “Item 1A—Risk Factors—Risks Relating to Investments” for more information about our investments.

LIABILITY FOR UNPAID LOSSES AND LAE

We generally use the terms “loss” or “losses” to refer to both loss and LAE.LAE net of estimated subrogation recoveries. We establish reserves for both reported and unreported unpaid losses that have occurred at or before the balance sheet date for amounts we estimate we will be required to pay in the future. Our policy is to establish these loss reserves after considering all information known to us at each reporting period. In many cases, several years may elapse between the occurrence of an insured loss and our payment of a liability claim. Liability claims historically tend to have longer time lapses between the occurrence of the event, the reporting of the claim to the Insurance Entities and the final settlement than do property claims. Liability claims often involve third parties filing suit and ensuing litigation. By comparison, property damage claims tend to be reported in a relatively shorter period of time with the vast majority of these claims resulting in an adjustment without litigation. Accordingly, at any given point in time, our loss reserve represents our best estimate of the ultimate settlement and administration cost of our insured claims incurred and unpaid.unpaid net of estimated receivables for subrogation. Since the process of estimating loss reserves requires significant judgment due to a number of variables, such as fluctuations in inflation, judicial decisions, legislative changes and changes in claims handling procedures, our ultimate liability will likely differ from these estimates. See “Item 1A—Risk Factors—Risks Relating to Our Business—Actual claims incurred may exceed current reserves established for claims and may adversely affect our operating results and financial condition.” We revise our reserve for unpaid losses as additional information becomes available, and reflect adjustments, if any, in our earnings in the periods in which we determine the adjustments are necessary.

When a claim involving a probable loss is reported, we establish a liability for the estimated amount of our ultimate loss and LAE payments. The estimate of the amount of the ultimate loss is based 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. Opportunities for subrogation are also identified for further analysis and collection from third parties. All newly reported claims begin with an initial average liability. That claim is then evaluated and the liability is adjusted upward or downward according to the facts and damages of that particular claim. As discussed above, we maintain an in-house claims staff that monitors and directs all aspects of our claims process, and oversees claims processed by third parties. In addition, management aggregates liabilities to provide for losses incurred but not reported (IBNR). We utilize independent actuaries to help establish liabilities for unpaid losses, anticipated loss recoveries, and LAE. We do not discount the liability for unpaid losses and LAE for financial statement purposes. As discussed above, we maintain an in-house claims staff that monitors and directs all aspects of our claims process, and oversees claims processed by third parties.

The estimates of the liability for unpaid losses, anticipated subrogation recoveries, and LAE 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, changes in social attitudes, inflation and economic conditions. As loss and expense experience develops and other data become available, these estimates are revised, as required, resulting in increases or decreases to the existing liability for unpaid losses and LAE. Adjustments are reflected in results of operations in the period in which

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they are made and the liabilities may deviate substantially from prior estimates. See “Item 1A—Risk Factors—Risks Relating to Our Business—Actual claims incurred may exceed current reserves established for claims and may adversely affect our operating results and financial condition.”

ENTERPRISE RISK MANAGEMENT

We maintain a dedicated Enterprise Risk Management (“ERM”) function that is responsible for analyzing and reporting the Company’s risks; facilitating monitoring to ensure the Company’s risks remain within its appetites, limits and tolerances; and ensuring, on an ongoing basis, that our ERM objectives are met. This includes ensuring proper risk controls are in place; risks are effectively identified, assessed, and managed; and key risks to which the Company is exposed are appropriately disclosed. The ERM function plays an important role in fostering the Company’s risk management culture and practices.

In light of the segment of the insurance industry in which we operate, we maintain a moderate to high appetite for underwriting risk that seeks to provide profitable growth for our shareholders while managing our risk with disciplined pricing and portfolio management standards. We mitigate our underwriting risk with sound reinsurance protection, effective operational policies and procedures, and capital management strategies.

Enterprise Risk Management Structure and Governance

Our Board of Directors (“the Board”) oversees enterprise risk through its standing committees. The Risk Committee receives a comprehensive periodic risk reports, which describes the Company’s key risk exposures using quantitative and qualitative assessments and includes information about breaches or exceptions. The Company also has other risk-focused committees such as the Audit Committee and the Investment Committee. These other committees are comprised of various risk and technical experts and have overlapping membership, enabling consistent and holistic management of risks. These committees report directly or indirectly to the Board.

Enterprise Risk Management Framework

Our ERM framework provides a platform to assess the risk/return profiles of risks throughout the organization to enable enhanced

decision making by business leaders. The ERM framework also guides the development and implementation of mitigation strategies to reduce exposures to these risks to acceptable levels. Our ERM framework includes the following elements:

Risk Culture: Risk management is an integral part of the Company’s culture and is embedded in our business processes in accordance with our risk philosophy. As the cornerstone of the ERM framework, a culture of prudent risk management reinforced by senior management plays an important role in the effective management of risks we assume relative to risk targets and limits. Our Risk Assessment Process uses qualitative and quantitative methods to assess key risks through a comprehensive approach, which analyzes established and emerging risks in conjunction with other risks.

Risk Appetite and Tolerance Statements: We communicate to management the amount of risk the Company is willing to accept through risk tolerance statements, which take into account the interactions and aggregation of risks across multiple risk areas. These statements provide a framework for managing the Company from an overall risk point of view.

Risk Targets and Limits: Risk targets are established and managed in conjunction with strategic planning and set the desired range of risk that the Company seeks to assume. Risk Limits establish the maximum amount of each risk that the Company is willing to assume to remain within the Company’s risk tolerance.

Business Specific Limits/Controls: These limits/controls provide additional safeguards against undesired risk exposures and are embedded in business processes. Examples include: maximum retention limits, pricing and underwriting reviews, per issuer limits, concentration limits, and standard treaty language.

Proactive risk monitoring and reporting enable early detection and mitigation of emerging risks. We monitor adherence to risk targets and limits through the ERM function, which reports regularly to the Risk Committee. The frequency of monitoring is tailored to the significance of each risk. Risk escalation channels coupled with open communication lines enhance the mitigants explained above. The Company has devoted significant resources to developing its ERM program and expects to continue to do so in the future. Nonetheless, the risk remains that the Company’s policies and procedures to identify, manage, and monitor risks may not be fully effective. Many of the Company’s methods for managing risk are based on historical information, which may not be a good predictor of future risk exposures. Management of operational, legal, and regulatory risk relies on policies and procedures which may not be fully effective under all scenarios.

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Government Regulation and Initiatives

We are subject to extensive regulation in the markets we serve, primarily at the state level, and will be subject to the regulations of any other states in which we seek to conduct business in the future. These regulations cover all aspects of our business and are generally designed to protect the interests of 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.

Financial Reporting

The Insurance Entities prepare and file with various insurance regulatory authorities quarterly and annual audited financial statements in accordance with requirements established by the National Association of Insurance Commissioners (“NAIC”) and adopted by administrative rules in Florida as the Insurance Entities domiciliary state. The Insurance Entities financial statements are prepared in accordance with statutory accounting principles, which differ from United States generally accepted accounting principles.

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Examinations

As part of their regulatory oversight process, state insurance departments conduct periodic financial examinations of the books, records, accounts and operations of insurance companies that are domiciled in their states. In general, insurance regulatory authorities defer to the insurance regulatory authority in the state in which an insurer is domiciled; however, insurance regulatory authorities in any state in which we operate may conduct examinations at their discretion. Under Florida law, thesethe periodic financial examinations generally occur every five years, although the FLOIR or other states may conduct limited or full scope reviews more frequently. The financial examination reports are typically available to the public at the conclusion of the examination process. In addition, state insurance regulatory authorities may make inquiries, conduct investigations and administer market conduct examinations with respect to insurers compliance with applicable insurance laws and regulations. These inquiries or examinations may address, among other things, the form and content of disclosures to consumers, advertising, sales practices, claims practices and complaint handling. The reports arising from insurance authorities examination processes typically are available to the public at the conclusion of the examinations.

NAIC

The NAIC is an organization whose mandate is to benefit state insurance regulatory authorities and consumers by promulgating model insurance laws and regulations for adoption by the states. The NAIC also provides standardized insurance industry accounting and reporting guidance through its Accounting Practices and Procedures Manual (the Manual). However, model insurance laws and regulations are only effective when adopted by the states, and statutory accounting and reporting principles continue to be established by individual state laws, regulations and permitted practices. Changes to the Manual or modifications by the various state insurance departments may impact the statutory capital and surplus of the Insurance Entities. We cannot predict what additional compliance costs these pending model laws or regulations may impose if adopted by Florida or other states in the future.

Insurance Holding Company Laws

UVE, as the ultimate parent company of the Insurance Entities, is subject to the insurance holding company laws of the State of Florida. These laws, among other things, (i) require us to file periodic information with the FLOIR, 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 Insurance Entities for services such as policy administration and claims administration, and (iii) restrict the ability of any one person to acquire certain levels of our voting securities without prior regulatory approval.

The Florida Insurance Code prohibits any person from acquiring control of the Insurance Entities or their holding companies unless that person has filed a notification with specified information with the FLOIR and has obtained the FLOIRs prior approval. Under the Florida Insurance Code, acquiring 10% or more of the voting securities of an insurance company or its parent company is presumptively considered an acquisition of control of the insurance company, although such presumption may be rebutted. Some U.S. state insurance laws require prior notification to state insurance regulators of an acquisition of control of a non-domiciliary insurance company doing business in that state. These laws may discourage potential acquisition proposals and may delay, deter or prevent an acquisition of control of UVE (in particular through an unsolicited transaction), even if the shareholders of UVE might consider such transaction to be desirable. See “Item 1A—Risk Factors—Risks Relating to the Insurance Industry—We are subject to extensive regulation and potential further restrictive regulation may increase our operating costs and limit our growth.”

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Insurance holding company regulations also govern the amount any affiliate of the holding company may charge insurance affiliates for services (e.g., claims adjustment, administration, management fees and commissions). Further, insurance holding company regulations may also require prior approval of insurance regulators for amendments to or terminations of certain affiliate agreements.

Florida holding company laws also require insurers annually to submit an Own Risk and Solvency Assessment, or ORSA, summary report to the FLOIR each year beginning in 2017, summarizing the insurer’s evaluation of the adequacy of its risk management framework. In December 2017, the Company completed and filed its first ORSA with FLOIR.

Capital Requirements

State insurance authorities monitor insurance companies solvency and capital requirements using various statutory requirements and industry ratios. Initially, states require minimum capital levels based on the lines of business written by a company, and set requirements regarding the ongoing amount and composition of capital. State regulators also require the deposit of state deposits in each state. See “Item 8—Note 5 (Insurance Operations)” for more information about state deposits. As a company grows, additional capital measures and standards may be implemented by a regulator. Regulatory authorities use a risk-based capital (RBC) model published by the NAIC to monitor and regulate the solvency of licensed property and casualty insurance companies. These guidelines 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 and (iii) other business risks. Most states, including Florida, have enacted the NAIC guidelines as statutory requirements, and insurers having less surplus than required by applicable statutes and ratios are subject to varying degrees of regulatory action depending on the level of capital inadequacy. As of December 31, 2015,2017, the Insurance Entities RBC ratios exceed applicable statutory requirements. See “Item 1A—Risk Factors—

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Risks Relating to the Insurance Industry—The amount of statutory capital and surplus that each of the Insurance Entities has and the amount of statutory capital and surplus it must hold can vary and are sensitive to a number of factors outside our control, including market conditions and the regulatory environment and rules.”

Restrictions on Dividends and Distributions

As a holding company with no significant business operations of its own, UVE relies on payments from its subsidiaries as its principal sources of cash to pay dividends, purchase UVE common shares and meet its obligations. Dividends paid by our subsidiaries other than the Insurance Entities are not subject to the statutory restrictions set forth in the Florida Insurance Code. However, insurance holding company regulations govern the amount that any affiliate within the holding company system may charge any of the Insurance Entities for services. See “Item 1A—Risk Factors—Risks Relating to the Insurance Industry—We are subject to extensive regulation and potential further restrictive regulation may increase our operating costs and limit our growth.” Dividends paid to our shareholders in 20152017 were paid from the earnings of UVE and its non-insurance subsidiaries and not from the capital and surplus of the Insurance Entities.subsidiaries. State insurance laws govern the payment of dividends by insurance companies. The maximum amount of dividends that can be paid by Florida insurance companies without prior approval of the Commissioner of the FLOIR is subject to restrictions relating to statutory surplus. The maximum dividend that may be paid by the Insurance Entities to UVE without prior approval is limited to the lesser of statutory net income from operations of the preceding calendar year or statutory unassigned surplus as of the preceding year end. During the yearsyear ended December 31, 2015 and 2014,2017, UPCIC paid $30.0 million in dividends to its immediate parent company, Universal Insurance Holding Company of Florida (“UVECF”). During the year ended December 31, 2016, the Insurance Entities did not pay dividends to UVE.UVECF.

Underwriting and Marketing Restrictions

During the past several years, various regulatory and legislative bodies in Florida and in other states 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 (i) restrict certain policy non-renewals or cancellations and require advance notice on certain policy non-renewals and (ii) from a practical standpoint, limit rate increases or decrease rates permitted to be charged.

Most states, including Florida, also have insurance laws requiring that rate schedules and other information be filed with the insurance regulatory authority. The insurance 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.

Most states, including Florida, require licensure or insurance regulatory authority 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 and experience of its officers and directors, rates, forms and other financial and non-financial aspects of a company. The insurance regulatory authorities may prohibit entry into a new market by not granting a license or by withholding approval for an insurer to write new lines of business.

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Privacy and Information Security Regulation

Federal and state laws and regulations require financial institutions to protect the security and confidentiality of non-public personal information and to notify customers and other individuals about their policies and practices relating to their collection and disclosure of customer information and their practices relating to protecting the security and confidentiality of that information. In late 2017, the NAIC issued a model law on cybersecurity, which is leading to adoption of the same or similar provisions in the states where we do business. In addition, some states have adopted, and others might adopt, cybersecurity regulations that differ from proposed model acts or from the laws enacted in other states. Federal and state lawmakers and regulatory bodies may be expected to consider additional or more detailed regulation regarding these subjects and the privacy and security of non-public personal information.

Statutory Insurance Organizations

Many states in which the Insurance Entities operate have statutorily-mandated insurance organizations or other insurance mechanisms in which the Insurance Entities are required to participate or to potentially pay assessments. Each state has insurance guaranty association laws providing for the payment of policyholders claims when insurance companies doing business in that state become impaired or insolvent. These guaranty associations typically are funded by assessments on insurance companies transacting business in the respective states. When the Insurance Entities are subject to assessments they generally must remit the assessed amounts to the guaranty associations. The Insurance Entities subsequently seek to recover the assessed amounts through recoupments from policyholders. In the event the Insurance Entities are not able to fully recoup the amounts of those assessments, such unrecovered amounts can be credited against future assessments, or the remaining receivable may be written off. While we cannot predict the amount or timing of future guaranty association assessments, we believe that any such assessments will not have a material effect on our financial position or results of operations. See “Item 1A—Risk Factors—Risks Relating to the Insurance Industry—Regulations limiting rate changes and requiring us to participate in loss sharing or assessments may decrease our profitability.”

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Several states, including Florida, have insurance mechanisms that provide insurance to consumers who are not otherwise able to obtain coverage in the private insurance market. The largest such insurance mechanism is Citizens. The degree to which these state-authorized insurance mechanisms compete with private insurers such as the Insurance Entities varies over time depending on market and public policy considerations beyond our control. In addition, these insurance mechanisms often rely on assessments of insurers to cover any operating shortfalls. Also, most property and casualty insurers operating in Florida, including the Insurance Entities, are subject to assessment if the FHCF lacks sufficient claims-paying resources to meet its reimbursement obligations to insurers. FHCF assessments are added to policyholders premiums and are collected and remitted by the Insurance Entities.

EMPLOYEES

As of February 19, 2016,9, 2018, we had 392558 full-time employees. None of our employees are represented by a labor union.

AVAILABLE INFORMATION

Our internet address is http://www.universalinsuranceholdings.com, and our telephone number is (954) 958-1200. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K are available, free of charge, through our website as soon as reasonably practicable after their filing with the Securities and Exchange Commission (SEC). The SEC maintains an internet site that contains our SEC filings at http:https://www.sec.gov.

 

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ITEM 1A.RISK FACTORS

We are subject to a variety of risks, the most significant of which are described below. Our business, results of operations and financial condition could be materially and adversely affected by any of these risks or additional risks.

Risks Relating to OUR Business

As a property and casualty insurer, we may face significant losses from catastrophes and severe weather events.

Because of the exposure of our property and casualty business to catastrophic events, our operating results and financial condition may vary significantly from one period to the next, and historical results of operations may not be indicative of future results of operations. Property damage resulting from catastrophes is the greatest risk of loss we face in the ordinary course of our business. Catastrophes can be caused by various natural and man-made disasters, including hurricanes, wildfires, tornadoes, tropical storms, sinkholes, windstorms, hailstorms, explosions, earthquakes and acts of terrorism. Because of our concentration in Florida, and in particular in Broward, Palm Beach and Miami-Dade counties, we are exposed to hurricanes and windstorms, and other catastrophes affecting Florida. We may incur catastrophe losses in excess of:of those experienced in prior years; those estimated by a catastrophe modelmodels we use; the average expected level used in pricing; and our current reinsurance coverage limits. We are also subject to claims arising from weather events such as rain, hail and high winds. The nature and level of catastrophes and the incidence and severity of weather conditions in any period cannot be predicted and could be material to our operations.

The loss estimates developed by the models we use are dependent upon assumptions or scenarios incorporated by a third-party developer and by us. However, if these assumptions or scenarios do not reflect the characteristics of future catastrophic events that affect areas covered by our policies or the resulting economic conditions, then we could have exposure for losses not covered by our reinsurance program, which could adversely affect our financial condition, profitability and results of operations. Further, although we use widely recognized and commercially available models to estimate hurricane loss exposure, other models exist that might produce higher or lower loss estimates. See “—The inherent uncertainty of models and our reliance on such models as a tool to evaluate risk may have an adverse effect on our financial results.” Despite our catastrophe management programs, we retain significantmaterial exposure to catastrophic events. Our liquidity could be constrained by a catastrophe, or multiple catastrophes, which could result in extraordinary losses and have a negative impact on our net income and business. Catastrophes may also negatively affect our ability to write new or renewal business. Increases in the value and geographic concentration of insured property and the effects of inflation could increase the severity of claims from catastrophic events in the future.

Actual claims incurred may exceed current reserves established for claims and may adversely affect our operating results and financial condition.

We maintain loss reserves to cover our estimated ultimate liability for unpaid losses and LAE for reported and unreported claims incurred as of the end of each accounting period. The reserve for losses and LAE is reported net of receivables for subrogation. Recorded claim reserves in the property and casualty business are based on our best estimates of what the ultimate settlement and administration of claims will cost, both reported and IBNR. These estimates, which generally involve actuarial projections, are based on management’s assessment of known facts and circumstances, including our experience with similar cases, actual claims paid, historical trends involving claim payment patterns, pending levels of unpaid claims and contractual terms. External factors are also considered, which include but are not limited to changes in the law, court decisions, changes to regulatory requirements and economic conditions. Many of these factors are not quantifiable.

Additionally, there may be a significant reporting lag between the occurrence of an event and the time it is reported to us. The inherent uncertainties of estimating reserves are greater for certain types of liabilities, particularly those in which the various considerations affecting the type of claim are subject to change and in which long periods of time may elapse before a definitive determination of liability is made. We continually refine reserve estimates as experience develops and furthersubsequent claims are reported and settled. Adjustments to reserves are reflected in the results of periods in which such estimates are changed. Because setting reserves is inherently uncertain, the ultimate cost of losses may vary materially from recorded reserves, and such variance may adversely affect our operating results and financial condition.

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Subrogation is a significant component of our total net reserves for losses and LAE. Starting in 2016, there has been a significant increase in our efforts to pursue subrogation against third parties responsible for property damage losses to our insureds. Our ability to recover these amounts is subject to significant uncertainty, including risks inherent in litigation and in the collectability of recorded amounts.

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Our success depends in part on our ability to accurately and adequately price the risks we underwrite.

Our results of operations and financial condition depend on our ability to underwrite and set premium rates accurately for a variety of risks. Rate adequacy is necessary to generate sufficient premiums to pay losses, LAE, reinsurance costs and underwriting expenses and to earn a profit. In order to price our products accurately and adequately, 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 price our products accurately and adequately is subject to a number of risks and uncertainties, some of which are outside our control, including:

·

the availability of sufficient reliable data;

the availability of sufficient reliable data;

·

regulatory delays in approving filed rate changes or our failure to gain regulatory approval;

regulatory delays in approving filed rate changes or our failure to gain regulatory approval;

·

the uncertainties that inherently characterize estimates and assumptions;

the uncertainties that inherently underlie estimates and assumptions;

·

changes in legal standards, claim resolution practices and restoration costs; and

changes in legal standards, claim resolution practices and restoration costs; and

·

legislatively imposed consumer initiatives.

legislatively imposed consumer initiatives.

In addition, we could underprice risks, which would negatively affect our profit margins and result in significant underwriting losses. We could also overprice risks, which could reduce the number of policies we write and our competitiveness. In either event, our profitability could be materially and adversely affected.

Unanticipated increases in the severity or frequency of claims may adversely affect our profitability and financial condition.

Changes in the severity or frequency of claims may affect our profitability. Changes in homeownershomeowners’ claim severity can be driven by inflation in the construction industry, in building materials and in home furnishings and by other economic and environmental factors, including increased demand for services and supplies in areas affected by catastrophes, market conditions and prevailing attitudes towards insurers and the claims process. However, changes in the level of the severity of claims are not limited to the effects of inflation and demand surge in these various sectors of the economy. Increases in claim severity can also arise from unexpected events that are inherently difficult to predict. A significant long-term increase in claim frequency could have an adverse effect on our operating results and financial condition. Further, the level of claim frequency we experience may vary from period to period and may not be sustainable over the longer term. Although we pursue various loss management initiatives in order to mitigate future increases in claim severity, there can be no assurances that these initiatives will successfully identify or reduce the effect of future increases in claim severity.

The failure of the risk mitigation strategies we utilize could have a material adverse effect on our financial condition or results of operations.

We utilize a number of strategies to mitigate our risk exposure, such as:

·

engaging in rigorous underwriting;

engaging in rigorous underwriting;

·

carefully evaluating terms and conditions of our policies and binding guidelines; and

carefully evaluating terms and conditions of our policies and binding guidelines; and

·

ceding risk to reinsurers.

ceding risk to reinsurers.

However, there are inherent limitations in all of these strategies, and no assurance can be given that an event or series of events will not result in loss levels in excess of our probable maximum loss models, or that our non-catastrophe modeling is accurate, which could have a material adverse effect on our financial condition or results of operations. It is also possible that losses could manifest themselves in ways that we do not anticipate and that our risk mitigation strategies are not designed to address. Such a manifestation of losses could have a material adverse effect on our financial condition or results of operations.

Because we rely on independent insurance agents, the loss of these independent agent relationships and the business they control or our ability to attract new independent agents could have an adverse impact on our business.

We currently market our policies to a broad range of prospective policyholders through approximately 4,5004,300 independent insurance agents in Florida as well as approximately 3,3004,500 independent insurance agents outside of Florida. As a result, our business depends on the marketing efforts of these independent agents and on our ability to offer products and services that meet their and their customers’

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requirements. These independent insurance agents maintain the primary customer relationship. Independent agents typically represent other insurance companies in addition to representing us, and such agents are not obligated to sell or promote our products. TheseOther insurance companies may pay higher commissions than we do, provide services to the agents that we do not provide, or may be more attractive to the agents than we are. We cannot provide assurance that we will retain our current relationships, or be able to establish new relationships, with independent agents. The loss of these marketing relationships could adversely affect our ability to attract new agents, retain our agency network, or write new or renewal insurance policies, which could materially adversely affect our business, financial condition and results of operations.

The inherent uncertainty of models and our reliance on such models as a tool to evaluate risk may have an adverse effect on our financial results.

Along with other insurers in the industry, we use models developed by third-party vendors in assessing our exposure to catastrophe losses, and these models assume various conditions and probability scenarios, most of which are not known to us or are not within our control. However, these models may not accurately predict future losses or accurately measure losses incurred. Catastrophe models, which have been evolving since the early 1990s, use historical information about various catastrophes and detailed information about our in-force business. While we use this information in connection with our pricing and risk management activities, there are limitations with respect to their usefulness in predicting losses in any reporting period. Examples of these limitations are significant variations in estimates between models and modelers and material increases and decreases in model results due to changes and refinements of the underlying data elements and assumptions. Such limitations lead to questionable predictive capability and post-event measurements that have not been well understood or proven to be sufficiently reliable. In addition, the models are not necessarily reflective of company or state-specific policy language, demand surge for labor and materials or loss settlement expenses, all of which are subject to wide variation by catastrophe.

Reinsurance may be unavailable in the future at current levels and prices, which may limit our ability to write new business or to adequately mitigate our exposure to loss.

Our reinsurance program is designed to mitigate our exposure to catastrophes. Market conditions beyond our control determine the availability and cost of the reinsurance we purchase. No assurances can be made that reinsurance will remain continuously available to us to the same extent and on the same terms and rates as are currently available. In addition, our ability to afford reinsurance to reduce our catastrophe risk may be dependent upon our ability to adjust premium rates for our cost, and there are no assurances that the terms and rates for our current reinsurance program will continue to be available next year or that we will be able to adjust our premiums. The Insurance Entities are responsible for losses related to catastrophic events with incurred losses in excess of coverage provided by our reinsurance program and the FHCF, and for losses that otherwise are not covered by the reinsurance program. If we are unable to maintain our current level of reinsurance or purchase new reinsurance protection in amounts that we consider sufficient and at prices that we consider acceptable, we would have to either accept an increase in our exposure risk, reduce our insurance writings, seek rate adjustments at levels that might not be approved or might adversely affect policy retention, or develop or seek other alternatives, which could have an adverse effect on our profitability and results of operations.

Reinsurance subjects us to the credit risk of our reinsurers, which could have a material adverse effect on our operating results and financial condition.

Reinsurance does not legally discharge us from our primary liability for the full amount of the risk we insure, although it does make the reinsurer liable to us in the event of a claim. As such, we are subject to credit risk with respect to our reinsurers. The collectability of reinsurance recoverables is subject to uncertainty arising from a number of factors, including our reinsurers’ financial capacity and willingness to make payments under the terms of a reinsurance treaty or contract; whether insured losses meet the qualifying conditions under our reinsurance contracts for covered events such as windstorms, vandalism, brush fires, earthquakes and riots or are excluded explicitly for events such as a terrorism event; and changes in market conditions. Further, if a reinsurer fails to pay an amount due to us within 90 days of such amount coming due, we are required by certain accounting rules to account for a portion of this unpaid amount as an unadmitted asset, which could negatively impact our surplus. Our inability to collect a material recovery from a reinsurer, or to collect such recovery in a timely fashion, could have a material adverse effect on our operating results, financial condition, liquidity and surplus.

Our financial condition and operating results and the financial condition and operating results of our Insurance Entities may be adversely affected by the cyclical nature of the property and casualty insurance business.

The property and casualty insurance market is cyclical and has experienced periods characterized by relatively high levels of price competition, less restrictive underwriting standards and relatively low premium rates, followed by periods of relatively lower levels of competition, more selective underwriting standards and relatively high premium rates. As premium levels increase and competitors perceive an increased opportunity for profitability, there may be new entrants to the market, which could then lead to increased

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competition, a significant reduction in premium rates, less favorable policy terms and fewer opportunities to underwrite insurance risks. This could have a material adverse effect on our results of operations and cash flows. In addition to these considerations, changes in the frequency and severity of losses suffered by insureds and insurers, including changes resulting from multiple and/or catastrophic hurricanes, may affect the cycles of the property and casualty insurance business significantly. Negative market conditions may impair our ability to write insurance at rates that we consider adequate and appropriate relative to the risk written. If we cannot write insurance at appropriate rates, our business would be materially and adversely affected. We cannot predict whether market conditions will improve, remain constant or deteriorate. An extended period of negative market conditions could have a material adverse effect on our business, financial condition and results of operations.

Because we conduct the substantial majority of our business in Florida, our financial results depend on the regulatory, economic and weather conditions in Florida.

Though we are licensed to transact insurance business in Alabama, Delaware, Florida, Georgia, Hawaii, Illinois, Indiana, Iowa, Maryland, Massachusetts, Michigan, Minnesota, New Hampshire, New Jersey, North Carolina, New York, Pennsylvania, South Carolina, Virginia and West Virginia, we write a substantial majority of our premium in Florida. Therefore, prevailing regulatory, legal, economic, political, demographic, competitive, weather and other conditions in Florida disproportionately affect our revenues and profitability. Changes in conditions could make doing business in Florida less attractive for us and would have a more pronounced effect on us than it would on other insurance companies that are more geographically diversified throughout the United States. Further, a single catastrophic event, or a series of such events, specifically affecting Florida, particularly in the more densely populated areas of the state, could have a disproportionately adverse impact on our business, financial condition and results of operations. This is particularly true in certain Florida counties where we write a high concentration of policies, which mirrors the distribution and concentration of the population in Florida. We currently have a large concentration of in-force policies written in the coastal counties of Broward, Palm Beach and Miami-Dade such that a catastrophic event, or series of catastrophic events, in these counties could have a significant impact on our business, financial condition and results of operations. While we actively manage our exposure to catastrophic events through our underwriting process and the purchase of reinsurance, the fact that our business is concentrated in Florida subjects us to increased exposure to certain catastrophic events and destructive weather patterns such as hurricanes, tropical storms and tornadoes.

Changing climate conditions may adversely affect our financial condition, profitability or cash flows.

Although the incidence and severity of weather conditions are largely unpredictable, the frequency and severity of property claims generally increase when severe weather conditions occur. Longer-term weather trends may be changing and new types of catastrophe losses may be developing due to climate change, a phenomenon that has been associated with extreme weather events linked to rising temperatures, including effects on global weather patterns, greenhouse gases, sea, land and air temperature, sea levels, rain and snow. The science regarding climate change is still emerging and developing. However, to the extent the frequency or severity of weather events is exacerbated due to climate change, we may experience increases in catastrophe losses in both coastal and non-coastal areas. This may cause an increase in claims-related and/or reinsurance costs or may negatively affect our ability to provide homeowners insurance to our policyholders in the future. Governmental entities may also respond to climate change by enacting laws and regulations that may adversely affect our cost of providing homeowners insurance in the future.

We have entered and in the future, may enter new markets, but there can be no assurance that our diversification and growth strategy will be effective.

We seek to take advantage of prudent opportunities to expand our core business into other states where we believe the independent agent distribution channel is strong. As a result of a number of factors, including the difficulties of finding appropriate expansion opportunities and the challenges of operating in an unfamiliar market, we may not be successful in this diversification even after investing significant time and resources to develop and market products and services in additional states. Initial timetables for expansion may not be achieved, and price and profitability targets may not be feasible. Because our business and experience is based substantially on the Florida insurance market, we may not understand all of the risks associated with entering into an unfamiliar market. For example, the occurrence of significant winter storms in certain states we have expanded into may limit the effectiveness of our revenue and risk diversification strategy by decreasing revenue we expected to receive duringoutside of the non-FloridaFlorida hurricane season or increasing our overall risk in ways we had not anticipated when entering those markets. This inexperience could affect our ability to price risk adequately and develop effective underwriting standards. External factors, such as compliance with state regulations, obtaining new licenses, competitive alternatives and shifting customer preferences, may also affect the successful implementation of our geographic growth strategy. Such external factors and requirements may increase our costs and potentially affect the speed with which we will be able to pursue new market opportunities. There can be no assurance that we will be successful in expanding into any one state or combination of states. Failure to manage these risks successfully could have a material adverse effect on our business, results of operations and financial condition.

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Loss of key executives or our inability to otherwise attract and retain talent could affect our operations.

Our future operations will depend in large part on the efforts of our Chairman, President and Chief Executive Officer, Sean P. Downes, and of our President and Chief OperatingRisk Officer, Jon W. Springer, both of whom have served in executive roles at UVE or its affiliates for many years. The loss of the services provided by Mr. Downes or Mr. Springer could have a material adverse effect on our financial condition and results of operations. Further, our ability to successfully operate may also be impaired if we are not effective in filling critical leadership positions, in developing the talent and skills of our human resources, in assimilating new executive talent into our organization, or in deploying human resource talent consistent with our business goals.

We could be adversely affected if our controls designed to ensure compliance with guidelines, policies and legal and regulatory standards are not effective.

Our business is highly dependent on the ability to engage on a daily basis in a large number of insurance underwriting, claims processing and investment activities, many of which are highly complex. These activities often are subject to internal guidelines and policies, as well as legal and regulatory standards. A control system, no matter how well designed and operated, can provide only a reasonable guaranteeassurance that the control systems objectives will be met. Our failure to comply with these guidelines, policies or standards could lead to financial loss, unanticipated risk exposure, regulatory sanctions or penalties, civil or administrative litigation, or damage to our reputation.

The failure of our claims department to effectively manage claims could adversely affect our insurance business, financial results and capital requirements.

We rely primarily on our claims department to facilitate and oversee the claims adjustment process for our policyholders. Many factors could affect the ability of our claims department to effectively manage claims by our policyholders, including:

·

the accuracy of our adjusters as they make their assessments and submit their estimates of damages;

the accuracy of our adjusters as they make their assessments and submit their estimates of damages;

the training, background and experience of our claims representatives;

the ability of our claims department to ensure consistent claims handling;

the ability of our claims department to translate the information provided by adjusters into acceptable claims resolutions; and

 

·

the training, background and experience of our claims representatives;

·

the ability of our claims department to ensure consistent claims handling;

·

the ability of our claims department to translate the information provided by adjusters into acceptable claims resolutions; and

·

the ability of our claims department to maintain and update its claims handling procedures and systems as they evolve over time based on claims and geographical trends in claims reporting.

Any failure to effectively manage the claims adjustment process, including failure to pay claims accurately and failure to oversee third-party claims adjusters, could lead to material litigation, regulatory penalties or sanctions, undermine our reputation in the marketplace and with our network of independent agents, impair our corporate image and negatively affect our financial results.

Litigation or regulatory actions could have a material adverse impact on us.

From time to time, we are subject to civil or administrative actions and litigation. Civil litigation frequently results when we do not pay insurance claims in the amounts or at the times demanded by policyholders or their representatives. We also may be subject to litigation or administrative actions arising from the conduct of our business and the regulatory authority of state insurance departments. Further, we are subject to other types of litigation inherent in operating our businesses, employing personnel, contracting with vendors and otherwise carrying out our affairs. As industry practices and legal, judicial, social and other environmental conditions change, unexpected and unintended issues related to claims and coverage may arise, including judicial expansion of policy coverage and the impact of new theories of liability, plaintiffs targeting property and casualty insurers in purported class-action litigation relating to claims-handling and other practices, and adverse changes in loss cost trends, including inflationary pressures in home repair costs. Multiparty or class action claims may present additional exposure to substantial economic, non-economic or punitive damage awards. Current and future litigation or regulatory matters may negatively affect us by resulting in the payment of substantial awards or settlements, increasing legal and compliance costs, requiring us to change certain aspects of our business operations, diverting management attention from other business issues, harming our reputation with agents and customers or making it more difficult to retain current customers and to recruit and retain employees or agents.

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Our future results are dependent in part on our ability to successfully operate in a highly competitive insurance industry.

The property and casualty insurance industry is highly competitive. We compete with companies includingagainst large national carriers that have greater capital resources and longer operating histories, regional carriers and managing general agencies, andas well as newly formed and less-capitalized companies that might have more aggressive underwriting or pricing strategies. Many of these entities may also be affiliated with other entities that have greater financial and other resources than we have. Competitors may attempt to increase market share by lowering rates. In that case, we would experience reductions in our underwriting margins, or sales of our insurance policies could decline as customers purchase lower-priced products from our competitors. Because of the competitive nature of the insurance industry, including competition for producers such as independent agents, there can be no assurance that we will continue to develop and maintain productive relationships with independent agents, effectively compete with our industry rivals, or that competitive pressures will not have a material adverse effect on our business, operating results or financial condition.

A downgrade in our Financial Stability Rating® may have an adverse effect on our competitive position, the marketability of our product offerings, and our liquidity, operating results and financial condition.

Financial Stability Ratings® are important factors in establishing the competitive position of insurance companies and generally have an effect on an insurance companys business. On an ongoing basis, rating agencies review the financial performance and condition of insurers and could downgrade or change the outlook on an insurers ratings due to, for example, a change in an insurers statutory capital; a change in a rating agencys determination of the amount of risk-adjusted capital required to maintain a particular rating; a change in the perceived adequacy of an insurers reinsurance program; an increase in the perceived risk of an insurers investment portfolio; a reduced confidence in management or a host of other considerations that may or may not be within an insurers control. Demotech has assigned a Financial Stability Rating® of A for each Insurance Entity. Because these ratings are subject to continuous review, the retention of these ratings cannot be assured. A downgrade in or withdrawal of these ratings, or a decision by Demotech to require us to make a capital infusion into the Insurance Entities to maintain their ratings, may adversely affect our liquidity, operating results and financial condition. In addition, our failure to maintain a financial strength rating acceptable in the secondary mortgage market would adversely affect our ability to write new and renewal business. Financial Stability Ratings® are primarily directed towards policyholders of the Insurance Entities, and are not evaluations directed toward the protection of our shareholders, and are not recommendations to buy, sell or hold securities.

Breaches of our information systems or denial of service on our website could have an adverse impact on our business and reputation.

Our business, including our customer service, marketing, sales activities, customer relationship management and financial statement production, depends significantly on the effective operation of our information systems, as we retain confidential and proprietary information on them. Our business and operations rely on secure and efficient processing, storage and transmission of customer and company data, including personally identifiable information. Our ability to effectively operate our business depends on our ability, and the ability of certain third-party vendors and business partners, to access our computer systems to perform necessary business functions, such as providing quotes and product pricing, billing and processing premiums, administering claims and reporting our financial results.

We retain confidential Our business and operations rely on the secure and efficient processing, storage and transmission of customer and company data, including policyholders’ personally identifiable information and proprietary business information, on our computer systems and networks. There have been several highly publicized cases involving financial services companies, consumer-based companies and other companies, as well as governmental and political organizations, reporting breaches in the security of their websites, networks or other systems. Some of the publicized breaches have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage, including through the introduction of computer viruses or malware, cyberattacks and other means. There have also been several highly publicized cases where hackers have requested “ransom” payments in exchange for not disclosing customer information and proprietary business information belonging to us and our policyholders. information.

Our business and operations depend upon our ability to safeguard this personally identifiable information. Ourcomputer systems may be vulnerable to unauthorized access and hackers, computer viruses and other scenarios in which our data may be compromised.

Cyber attacks involving these Cyber-attacks can originate from a variety of sources, including third parties who are affiliated with foreign governments or employees acting negligently or in a manner adverse to our interests. Third parties may seek to gain access to our systems either directly or thoseusing equipment or security passwords belonging to employees, customers, third-party service providers or other users of our third-party vendors, could be carried out remotely and from multiple sources and could interrupt, damage or otherwise adversely affect the operations of these critical systems.

Our informationcomputer systems have been, and likely will continue to be, subject to computer viruses, other malicious codes or other computer-related penetrations. To date, we are not aware of a material breach of cybersecurity. We commit significant resources to administrative and technical controls to prevent cyber incidents and protect our information technology, but our preventative actions to reduce the risk of cyber threats may be insufficient to prevent physical and electronic break-ins and other cyber attackscyber-attacks or security breaches. Any such event could damage our computers or systems; compromise our confidential information as well as that of our customers and third parties with whom we interact,interact; significantly impede or interrupt business operations, including denial of service on our website; and maycould result in violations of applicable privacy and other negative consequences, includinglaws, financial loss to us or to our policyholders, loss of revenue, additional regulatory scrutiny andconfidence in our security measures, customer dissatisfaction, significant litigation exposure and reputational damage. harm, all of which could have a material adverse effect on us. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities, exposures, or information security events. Due to the complexity and

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interconnectedness of our systems, the process of enhancing our protective measures can itself create a risk of systems disruptions and security issues.

The increased use of cloud technologies can heighten these and other operational risks. Certain aspects of the security of such technologies are unpredictable or beyond our control, and this lack of transparency may inhibit our ability to discover a failure by cloud service providers to adequately safeguard their systems and prevent cyber-attacks that could disrupt our operations and result in misappropriation, corruption or loss of confidential and other information. In addition, there is a risk that encryption and other protective measures, despite their sophistication, may be defeated, particularly to the extent that new computing technologies vastly increase the speed and computing power available.

In addition, any data security breach of our independent agents or third-party vendors or any prolonged denial of service on our website, could harm our business and reputation.

We may not be able to effectively implement or adapt to changes in technology.

Developments in technology are affecting the insurance business. We believe that the development and implementation of new technologies will require additional investment of our capital resources in the future, and it is possible that we may not be able to effectively implement or adapt to new technologies. We have not determined the amount of resources and the time that this development and implementation may require, which may result in short-term, unexpected interruptions to our business, or may result in a competitive disadvantage in price and/or efficiency, as we endeavor to develop or implement new technologies.

Lack of effectiveness of exclusions and other loss limitation methods in the insurance policies we write could have a material adverse effect on our financial condition or our results of operations.

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Many of the policies we issue include exclusions or other conditions that define and limit coverage, which exclusions and conditions are designed to manage our exposure to certain types of risks and expanding theories of legal liability. In addition, our policies and applicable law limit the period during which a policyholder may bring a claim under the policy. It is possible that a court or regulatory authority could nullify or void an exclusion or limitation or interpret existing coverages more broadly than we anticipate, or that legislation could be enacted modifying or barring the use of these exclusions or limitations. This could result in higher than anticipated losses and LAE by extending coverage beyond our underwriting intent or increasing the number or size of claims, which could have a material adverse effect on our operating results. In some instances, these changes may not become apparent until some timesometime after we have issued the insurance policies that are affected by the change. As a result, the full extent of liability under our insurance contracts may not be known for many years after a policy is issued.

Risks Relating to Investments

We are subject to market risk, which may adversely affect investment income.

Our primary market risk exposures are changes in equity prices and interest rates. A decline in market interest rates could have an adverse effect on our investment income as we invest cash in new interest bearinginterest-bearing investments that may yield less than our portfolios average rate of return. A decline in market interest rates could also lead us to purchase longer-term or riskier assets in order to obtain adequate investment yields resulting in a duration gap when compared to the duration of liabilities. An increase in market interest rates could also have an adverse effect on the value of our investment portfolio by decreasing the fair values of the fixed maturity securities that comprise a large portion of our investment portfolio. A decline in the quality of our investment portfolio as a result of adverse economic conditions or otherwise could cause realized losses on securities.

Our overall financial performance is dependent in part on the returns on our investment portfolio, which maycould have a material adverse effect on our financial condition or results of operations or cause such results to be volatile.

The performance of our investment portfolio is independent of the revenue and income generated from our insurance operations, and there is no direct correlation between the financial results of these two activities. Thus, to the extent that our investment portfolio does not perform well due to the factors discussed above or otherwise, our results of operations may be materially adversely affected even if our insurance operations perform favorably. Further, because the returns on our investment portfolio maycould be volatile, our overall results of operations maycould likewise be volatile from period to period even if we do not experience significant financial variances in our insurance operations.

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Risks Relating to the Insurance Industry

We are subject to extensive regulation and potential further restrictive regulation may increase our operating costs and limit our growth.growth and profitability.

The laws and regulations affecting the insurance industry are complex and subject to change. Compliance with these laws and regulations may increase the costs of running our business and may even slow our ability to respond effectively and quickly to operational opportunities. Moreover, theythese laws and regulations are administered and enforced by a number of different governmental authorities, including state insurance regulators, the U.S. Department of Justice, and state attorneys general, each of which exercises a degree of interpretive latitude. Consequently, we are also subject to the risk that compliance with any particular regulators or enforcement authoritys interpretation of a legal issue may not result in compliance with anothers interpretation of the same issue, particularly when compliance is judged in hindsight. In addition, there is risk that any particular regulators or enforcement authoritys interpretation of a legal issue may change over time to our detriment, or that changes in the overall legal environment may even absent any particular regulators or enforcement authoritys interpretation of a legal issue changing, cause us to change our views regarding the actions we need to take from a legal risk management perspective, thus necessitating changes to our practices that may, in some cases, limit our ability to grow and achieve or improve the profitability of our business. Furthermore, in some cases, these laws and regulations are designed to protect or benefit the interests of a specific constituency rather than a range of constituencies. For example, state insurance laws and regulations are generally intended to protect or benefit purchasers or users of insurance products, and not shareholders. In many respects, these laws and regulations limit our ability to grow and improve the profitability of our business.business, and may place constraints on our ability to meeting our revenue and net profit goals.

The Insurance Entities are highly regulated by state insurance authorities in Florida, the state in which each is domiciled, and UPCIC is also regulated by state insurance authorities in the other states in which it conducts business. Such regulations, among other things, require that certain transactions between the Insurance Entities and their affiliates must be fair and reasonable and require prior notice and non-disapproval by the applicable state insurance authority. State regulations also limit the amount of dividends and other payments that can be made by the Insurance Entities without prior regulatory approval and impose restrictions on the amount and type of investments the Insurance Entities may have. Other state regulations require insurance companies to file insurance premium rate schedules and policy forms for review and approval, restrict our ability to cancel or non-renew policies and determine the accounting standards we use in preparation of our consolidated financial statements. These regulations also affect many other aspects of the Insurance Entities

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businesses. Compliance with applicable laws and regulations is time consuming and personnel-intensive, and changes in these laws and regulations may materially increase our direct and indirect compliance efforts and other expenses of doing business. If the Insurance Entities fail to comply with applicable regulatory requirements, the regulatory agencies can revoke or suspend the Insurance Entities’ licenses, withhold or withdraw required approvals, require corrective action, impose operating limitations, impose penalties and fines or pursue other remedies available under applicable laws and regulations.

State insurance regulations also frequently impose notice or approval requirements for the acquisition of specified levels of ownership in the insurance company or insurance holding company. For example, Florida law requires that a person may not, individually or in conjunction with any affiliated person of such person, acquire directly or indirectly, conclude a tender offer or exchange offer for, enter into any agreement to exchange securities for, or otherwise finally acquire 10% or more of the outstanding voting securities of a Florida domiciled stock insurer or of a controlling company, unless it is in compliance with certain notice and approval requirements. Such restriction may inhibit our ability to grow our business or achieve our business objectives.

Further, regulatoryRegulatory authorities have relatively broad discretion to deny or revoke licenses for various reasons, including the violation of regulations. In some instances, we follow practices based on our interpretations of regulations or practices that we believe may be generally followed by the industry. These practices may turn out to be different from the interpretations of regulatory authorities. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, insurance regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us. This could adversely affect our ability to operate our business.

State legislatures and insurance regulators regularly re-examine existing laws and regulations applicable to insurance companies and their products. Changes in these laws and regulations, or in interpretations thereof, can be made for the benefit of the consumer, or for other reasons, at the expense of insurers, and thus could have an adverse effect on our financial condition and results of operations.

Although the federal government does not directly regulate the insurance business, federal legislation and administrative policies in several areas, including employee benefits regulation, age, sex and disability-based discrimination, financial services regulation, securities regulation and federal taxation, can significantly affect the insurance business. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) created the Federal Insurance Office within the U.S. Department of the Treasury headed by a Director appointed by the Treasury Secretary. The Federal Insurance Office is designed principally to exercise a monitoring and information gathering role, rather than a regulatory role. Nonetheless, these activities could ultimately lead to changes in the regulation of insurers and reinsurers in the United States, including insurance group holding companies. The Dodd-Frank Act requires extensive rule-making and other future regulatory action, which in some cases will take a period of years to implement.

In recent years, the state insurance regulatory framework has come under public scrutiny and members of Congress have discussed proposals to provide for federal chartering of insurance companies. We can make no assurances regarding the potential impact of state or federal measures that may change the nature or scope of insurance regulation.

UVE is a holding company and, consequently, its cash flow is dependent on dividends and other permissible payments from its subsidiaries.

UVE is a holding company that conducts no insurance operations of its own. All operations are conducted by the Insurance Entities and by other operating subsidiaries that support the business of the Insurance Entities. As a holding company, UVEs sources of cash flow consist primarily of dividends and other permissible payments from its subsidiaries. The ability of our non-insurance company subsidiaries to pay dividends may be adversely affected by reductions in the premiums or number of policies written by the Insurance Entities, by changes in the terms of the parties contracts, or by changes in the regulation of insurance holding company systems. UVE depends on such payments for general corporate purposes, for its capital management activities and for payment of any dividends to its common shareholders. The ability of the Insurance Entities to make such payments is limited by applicable law, as set forth in “Item 1—Business—Government Regulation and Initiatives—Restrictions on Dividends and Distributions. For more details on our

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cash flows, see Item 7—Managements Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.

Regulations limiting rate changes and requiring us to participate in loss sharing or assessments may decrease our profitability.

From time to time, public policy preferences and perceptions affect the insurance market, including insurers’ efforts to effectively maintain rates that allow us to reach targeted levels of profitability. Despite efforts to address rate needs and other operational issues analytically, facts and history demonstrate that public policymakers, when faced with untoward events and adverse public sentiment, can act in ways that impede a satisfactory correlation between rates and risk. Such acts may affect our ability to obtain approval for rate changes that may be required to attain rate adequacy along with targeted levels of profitability and returns on equity. Our ability to afford reinsurance required to reduce our catastrophe risk may be dependent upon the ability to adjust rates for our cost.

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Additionally, we are required to participate in guaranty funds for insolvent insurance companies and other statutory insurance entities. The guaranty funds and other statutory entities periodically levy assessments against all applicable insurance companies doing business in the state and the amounts and timing of those assessments are unpredictable. Although we seek to recoup these assessments from our policyholders, we might not be able to fully do so and at any point in time or for any period, our operating results and financial condition could be adversely affected by any of these factors.

The amount of statutory capital and surplus that each of the Insurance Entities has and the amount of statutory capital and surplus it must hold can vary and are sensitive to a number of factors outside of our control, including market conditions and the regulatory environment and rules.

The Insurance Entities are subject to RBC standards and other minimum capital and surplus requirements imposed under applicable state laws. The RBC standards, based upon the Risk-Based Capital Model Act adopted by the NAIC, require us to report our results of RBC calculations to the FLOIR 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 authorized control level RBC. Authorized control level RBC is determined using the NAIC’s RBC formula, which measures the minimum amount of capital that an insurance company needs to support its overall business operations.

An insurance company with total adjusted capital that (i) is either (i) at less than 200% of its authorized control level RBC, or (ii) falls below 300% of its RBC requirement and also fails a trend test, is deemed to be at a “company action level,” which would require the insurance company to file a plan that, among other things, contains proposals of corrective actions the company intends to take that are reasonably expected to result in the elimination of the company action level event. Additional action level events occur when the insurer’s total adjusted capital falls below 150%, 100%, and 70% of its authorized control level RBC. The lower the percentage, the more severe the regulatory response, including, in the event of a mandatory control level event (total adjusted capital falls below 70% of the insurer’s authorized control level RBC), placing the insurance company into receivership.

In addition, the Insurance Entities are required to maintain certain minimum capital and surplus and to limit written premiums to specified multiples of capital and surplus. Our Insurance Entities could exceed these ratios if their volume increases faster than anticipated or if their surplus declines due to catastrophe or non-catastrophe losses or excessive underwriting and operational expenses.

Any failure by the Insurance Entities to meet the applicable RBC or minimum statutory capital requirements imposed by the laws of Florida (or other states where we currently or may eventually conduct business) could subject them to further examination or corrective action imposed by state regulators, including limitations on our writing of additional business, state supervision or liquidation, which could have a material adverse impact on our reputation and financial condition.

Any changes in existing RBC requirements, minimum statutory capital requirements, or applicable writings ratios may require us to increase our statutory capital levels, which we may be unable to do, or require us to reduce the amount of premiums we write, which could adversely affect our business and our operating results.

Our Insurance Entities are subject to examination and actions by state insurance departments.

The Insurance Entities are subject to extensive regulation in the states in which they do business. State insurance regulatory agencies conduct periodic examinations of the Insurance Entities on a wide variety of matters, including policy forms, premium rates, licensing, trade and claims practices, investment standards and practices, statutory capital and surplus requirements, reserve and loss ratio requirements and transactions among affiliates. Further, the Insurance Entities are required to file quarterly, annual and other reports with state insurance regulatory agencies relating to financial condition, holding company issues and other matters. If an insurance company fails to obtain required licenses or approvals, or if the Insurance Entities fail to comply with other regulatory requirements,

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the regulatory agencies can suspend or revoke their licenses, withdraw or withhold required approvals, require corrective action and impose operating limitations, penalties or other remedies available under applicable laws and regulations. See “Item 1—Business—Government Regulation and Initiatives.”

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Risks Relating to Debt Obligations

Our revolving line of credit and term loan have restrictive terms, and our failure to comply with any of these terms could have an adverse effect on our business and prospects.

We have entered into a revolving line of credit and term loan, each of which contains a number of affirmative and negative covenants so long as any amounts are outstanding thereunder. The negative covenants in these instruments limit our ability and the ability of our subsidiaries to, among other things:

·

incur additional indebtedness;

·

merge, consolidate or dispose of our assets or the capital stock or assets of any subsidiary;

·

pay dividends, make distributions or redeem capital stock;

·

enter into certain transactions with our affiliates;

·

make material changes or modifications to our organizational structure; and

·

grant liens on our assets or the assets of our subsidiaries.

Our revolving line of credit also includes certain affirmative covenants, including financial covenants requiring us to maintain minimum unencumbered liquid assets of $5 million, minimum shareholders equity of $120 million and a maximum leverage percentage of 30%, in each case, as such terms are defined and calculated under the revolving line of credit. A breach of any of these covenants would result in a default under our revolving line of credit, which could have a material adverse effect on our business and financial condition.

Adverse capital and credit market conditions may significantly affect our ability to meet liquidity needs or our ability to obtain credit on acceptable terms.

The capital and credit markets at times have been experiencingexperienced extreme volatility and disruption. In some cases, the markets have exerted downward pressure on the availability of liquidity and credit capacity. In the event that we need access to additional capital to pay our operating expenses, make payments on our indebtedness, pay for capital expenditures or fund acquisitions, our ability to obtain such capital may be limited and the cost of any such capital may be significant. Our access to additional financing will depend on a variety of factors such as market conditions, the general availability of credit, the overall availability of credit to our industry, and credit capacity, as well as lenders perception of our long- or short-term financial prospects. Similarly, our access to funds may be impaired if regulatory authorities or rating agencies take negative actions against us. If a combination of these factors were to occur, our internal sources of liquidity may prove to be insufficient, and in such case, we may not be able to successfully obtain financing on favorable terms.

RISKS RELATING TO OWNERSHIP OF OUR COMMON STOCK

The price of our common stock may fluctuate significantly, and you could lose all or part of your investment.

Volatility in the market price of our common stock may prevent you from being able to sell your shares at or above the price you paid for them. The market price for our common stock could fluctuate significantly for various reasons, including:

·

our operating and financial performance and prospects;

our operating and financial performance and prospects;

·

our quarterly or annual earnings or those of other companies in our industry;

our quarterly or annual earnings or those of other companies in our industry;

·

the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

·

changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our common stock or the stock of other companies in our industry;

changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our common stock or the stock of other companies in our industry;

·

being targeted by short sellers;

being targeted by short sellers;

the failure of research analysts to cover our common stock;

general economic, industry and market conditions;

strategic actions by us, our customers or our competitors, such as acquisitions or restructurings;

new laws or regulations or new interpretations of existing laws or regulations applicable to our business, or other adverse regulatory actions;

changes in accounting standards, policies, guidance, interpretations or principles;

material litigation or government investigations;

changes in general conditions in the United States and global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events;

negative perceptions of the residential insurance market or the prospects of residential insurers in Florida or other key markets in which we operate;

changes in key personnel;

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·

the failure of research analysts to cover our common stock;

·

general economic, industry and market conditions;

·

strategic actions by us, our customers or our competitors, such as acquisitions or restructurings;

·

new laws or regulations or new interpretations of existing laws or regulations applicable to our business, or other adverse regulatory actions;

·

changes in accounting standards, policies, guidance, interpretations or principles;

·

material litigation or government investigations;

·

changes in general conditions in the United States and global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events;

·

negative perceptions of the residential insurance market or the prospects of residential insurers in Florida or other key markets in which we operate;

·

changes in key personnel;

·

sales of common stock by us, our principal stockholders or members of our management team;

·

the granting or exercise of employee stock options; and

the granting or exercise of employee stock options; and

·

volume of trading in our common stock.

volume of trading in our common stock.

In addition, in recent years, the stock market has regularly experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothing to do with us and these fluctuations could materially reduce our share price.

Any issuance of preferred stock could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock.

Our boardBoard of directorsDirectors has the authority to issue preferred stock and to determine the preferences, limitations and relative rights of shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our common stock at a premium over the market price, and adversely affect the market price and the voting and other rights of the holders of our common stock.

Future sales of our common stock may depress our stock price.

Sales of a substantial number of shares of our common stock in the public market or otherwise, by us or by a major shareholder, 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, or the perception that these sales may occur, could adversely affect our stock price.

As of December 31, 2015,2017, there were 645,0041,325,024 shares issuable upon the exercise of outstanding and exercisable stock options, 1,623,3461,882,092 shares issuable upon the exercise of outstanding stock options that are unvested and 615,000204,580 additional shares of restricted stockperformance share units outstanding. The market price of the common shares may be depressed by the potential exercise of these options or grant of these shares. The holders of these options are likely to exercise them when we would otherwise be able to obtain additional capital on more favorable terms than those provided by the options.

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Table of Contents

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

 

 

ITEM 2.

PROPERTIES

We conduct our operations primarily from our company-owned campus located at 1110 West Commercial Boulevard, Suite 100, Fort Lauderdale, Florida 33309, which contains approximately 67,00068,500 square feet of office space. The facilities inon our campus are suitable and adequate for our operations.

There are no mortgages or lease arrangements for the buildings inon our campus and all are all adequately covered by insurance.

 

 

ITEM 3.

LEGAL PROCEEDINGS

Lawsuits are filed against the Company from time to time. Many of these lawsuits involve claims under policies that we underwrite and reserve for as an insurer. We are routinelyalso involved in various other legal proceedings and litigation unrelated to claims and governmental inquiries, inspections or investigations (“Legal Matters”) arisingunder our policies that arise in the ordinary course of our business. While we cannot predict with certainty the resultsbusiness operations. Management believes that any liabilities that may arise as a result of Legal Matters in which we are currently involved or may in the future be involved, we dothese legal matters will not expect that the ultimate costs to resolve any of the Legal Matters that are currently pending will have a material adverse effect on our results of operations, financial condition or liquidity.results of operations. The Company contests liability and/or the amount of damages as appropriate in each pending matter.

In accordance with applicable accounting guidance, the Company establishes an accrued liability for legal matters when those matters present loss contingencies that are both probable and estimable.

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Table of Contents

Legal proceedings are subject to many uncertain factors that generally cannot be predicted with assurance, and the Company may be exposed to losses in excess of any amounts accrued. The Company currently estimates that the reasonably possible losses for legal proceedings, whether in excess of a related accrued liability or where there is no accrued liability, and for which the Company is able to estimate a possible loss, are immaterial. This represents management’s estimate of possible loss with respect to these matters and is based on currently available information. These estimates of possible loss do not represent our maximum loss exposure, and actual results may vary significantly from current estimates.

ITEM 4.

MINE SAFETY DISCLOSURES

Not Applicable

 

 

 

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PART II

 

 

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock, par value $0.01 per share (“Common Stock”), is quoted and traded on the New York Stock Exchange LLC (“NYSE”) under the symbol UVE.

The following table sets forth the daily close prices of the Common Stock, as reported by the NYSE:

 

 

 

 

 

 

 

 

 

 

Dividends

 

 

 

 

 

 

 

 

 

 

Dividends

 

For the year ended December 31, 2015

 

High

 

 

Low

 

 

Declared

 

For the Year Ended December 31, 2017

 

High

 

 

Low

 

 

Declared

 

First Quarter

 

$

26.68

 

 

$

19.32

 

 

$

0.12

 

 

$

29.10

 

 

$

23.35

 

 

$

0.14

 

Second Quarter

 

$

27.29

 

 

$

23.74

 

 

$

0.12

 

 

$

26.20

 

 

$

22.25

 

 

$

0.14

 

Third Quarter

 

$

30.35

 

 

$

23.48

 

 

$

0.12

 

 

$

25.95

 

 

$

16.50

 

 

$

0.14

 

Fourth Quarter

 

$

36.32

 

 

$

18.47

 

 

$

0.27

 

 

$

27.35

 

 

$

23.15

 

 

$

0.27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

 

 

 

 

 

 

 

 

 

Dividends

 

For the year ended December 31, 2014

 

High

 

 

Low

 

 

Declared

 

For the Year Ended December 31, 2016

 

High

 

 

Low

 

 

Declared

 

First Quarter

 

$

14.96

 

 

$

10.14

 

 

$

0.10

 

 

$

22.49

 

 

$

16.44

 

 

$

0.14

 

Second Quarter

 

$

15.20

 

 

$

11.54

 

 

$

0.10

 

 

$

19.77

 

 

$

16.41

 

 

$

0.14

 

Third Quarter

 

$

14.45

 

 

$

12.06

 

 

$

0.10

 

 

$

25.71

 

 

$

18.26

 

 

$

0.14

 

Fourth Quarter

 

$

21.06

 

 

$

12.42

 

 

$

0.25

 

 

$

28.50

 

 

$

19.40

 

 

$

0.27

 

 

As of February 9, 2016,14, 2018, there were 3634 registered shareholders of record of our Common Stock.

As of December 31, 2015,2017 and 2016, there was one shareholder of our Series A Cumulative Convertible Preferred Stock (“Preferred Stock”). We declared and paid aggregate dividends to holdersthis holder of record of the company’s Series A Preferred Stock of $10,000 and $13,000 for each of the years ended December 31, 20152017 and 2014, respectively.

We declared and paid aggregate dividends to holders of record of the company’s Series M Preferred Stock of $400 for the year ended December 31, 2014.  We did not declare dividends for the year ended December 31, 2015 as such shares were repurchased and cancelled in 2015.2016.

 

Applicable provisions of the Delaware General Corporation Law may affect our ability to declare and pay dividends on our Common Stock. In particular, pursuant to the Delaware General Corporation Law, a company may pay dividends out of its surplus, as defined, or out of its net profits, for the fiscal year in which the dividend is declared and/or the preceding year. Surplus is defined in the Delaware General Corporation Law to be the excess of net assets of the company over capital. Capital is defined to be the aggregate par value of shares issued. See “Part I – Restrictions on Dividends and Distributions,” “Item 1A –Risk Factors – Risks Relating to Insurance Industry”, and “Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

In addition, under our revolving loan agreement and related revolving note (the “DB Loan”) with Deutsche Bank Trust Company Americas (“Deutsche Bank”), and our unsecured term loan agreement and related term note (the “Term Loan”) with RenaissanceRe Ventures Ltd. (“RenRe Ventures”), so long as any amounts or obligations are outstanding thereunder, we will be restricted from paying dividends to its shareholders if an event of default (or an event, the giving of notice of which or with the lapse of time or both, would become an event of default) is continuing at the time of and immediately after paying such dividend.

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Stock Performance Graph

The following graph compares the cumulative total stockholder return of UVE��sUVE’s Common Stock from December 31, 20102012 through December 31, 20152017 with the cumulative total return of the SNL(i) Standard & Poor’s (“S&P”) 500 Index, (ii) Russell 2000 Index and (iii) S&P Insurance P&C and the NYSE CompositeSelect Industry Index.

 

 

Period Ending

 

Index

 

12/31/10

 

 

12/31/11

 

 

12/31/12

 

 

12/31/13

 

 

12/31/14

 

 

12/31/15

 

Universal Insurance Holdings, Inc.

 

$

100.00

 

 

$

79.33

 

 

$

108.80

 

 

$

382.02

 

 

$

559.52

 

 

$

651.99

 

SNL Insurance P&C

 

 

100.00

 

 

 

101.10

 

 

 

119.34

 

 

 

158.11

 

 

 

181.59

 

 

 

187.84

 

NYSE Composite Index

 

 

100.00

 

 

 

96.33

 

 

 

111.89

 

 

 

141.41

 

 

 

151.12

 

 

 

145.12

 

SNL The S&P Insurance P&C includesSelect Industry Index consists of all publicly traded insurance underwriters in the property and casualty sector in the United States and was preparedStates.

 

 

Period Ended

 

Index

 

12/31/13

 

 

12/31/14

 

 

12/31/15

 

 

12/31/16

 

 

12/31/17

 

Universal Insurance Holdings, Inc.

 

$

351.12

 

 

$

514.25

 

 

$

599.24

 

 

$

757.98

 

 

$

750.52

 

S&P 500 Index

 

 

132.39

 

 

 

150.51

 

 

 

152.59

 

 

 

170.84

 

 

 

208.14

 

Russell 2000 Index

 

 

138.82

 

 

 

145.62

 

 

 

139.19

 

 

 

168.85

 

 

 

193.58

 

S&P Insurance Select Industry Index

 

 

146.15

 

 

 

157.85

 

 

 

167.93

 

 

 

204.57

 

 

 

231.75

 

We have generated these comparisons using data supplied by SNL Financial, Charlottesville, Virginia.S&P Global Market Intelligence (Centennial, Colorado). The graph assumes thean investment of $100 in UVE’s Common Stock and in each of the twothree indices on December 31, 20102012 with all dividends being reinvested on the ex-dividend date. The closing price of UVE’s Common Stock on December 31, 201529, 2017 (the last trading day of the year) was $23.18$27.35 per share. The stock price performance on the graph is not necessarily indicative of future price performance.

The stock prices used to calculate total shareholder return for UVE are based upon the prices of our common shares quoted and traded on NYSE.

In prior years, we have compared our performance to the SNL Insurance P&C, which includes all publicly traded insurance underwriters in the property and casualty sector in the United States, as well as the NYSE Composite Index.  In our Form 10-K for the year ended December 31, 2018, we will no longer use these indices because the indices reflected above are more widely recognized as benchmark indices by the investor community. Additionally, we added the Russell 2000 Index since we are a constituent and it provides an appropriate small and mid-cap benchmark index.

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Table of Contents

 

 

Period Ended

 

Index

 

12/31/13

 

 

12/31/14

 

 

12/31/15

 

 

12/31/16

 

 

12/31/17

 

Universal Insurance Holdings, Inc.

 

$

351.12

 

 

$

514.25

 

 

$

599.24

 

 

$

757.98

 

 

$

750.52

 

NYSE Composite Index

 

 

126.28

 

 

 

134.81

 

 

 

129.29

 

 

 

144.73

 

 

 

171.83

 

SNL Insurance P&C Index

 

 

132.48

 

 

 

152.15

 

 

 

157.39

 

 

 

185.75

 

 

 

212.37

 

We believe that the increase in stock price and increase in the total return performance relative to other indices since the first quarter of 2013 is generally attributable to the changes made in the Company’s executive leadership, which has led to an increase ofin our profitability, as well as to our focus on long-term capital growth and strategic initiatives intended to increase shareholder value such as share repurchases and increasing cash dividends per share.share over that timeframe. Other contributing factors may include moving to the NYSE, obtaining greater analyst coverage and engaging a leading global investment adviser to manage our investment portfolio.

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Table of Contents

portfolio, among others.

Future Dividend Policy

Future cash dividend payments are subject to business conditions, our financial position, and requirements for working capital and other corporate purposes.

PurchasesUnregistered Sales of Equity Securities and Use of Proceeds

The table below presents our purchases of UVE Common Stock during the three months ended December 31, 2015, as defined in Rule 10b-18(a)(3) under the Exchange Act.

 

 

 

 

 

 

 

 

 

Total Number of

 

 

Maximum Number

 

 

 

 

 

 

 

 

 

 

Shares Purchased

 

 

of Shares That

 

 

 

 

 

 

 

 

 

 

As Part of

 

 

May Yet be

 

 

 

 

 

 

 

 

 

 

Publicly

 

 

Purchased Under

 

 

Total Number of

 

 

Average Price

 

 

Announced

 

 

the Plans or

 

 

Shares Purchased

 

 

Paid per Share (1)

 

 

Plans or Programs

 

 

Programs

 

10/1/15 - 10/31/15

 

-

 

 

$

-

 

 

 

-

 

 

 

-

 

11/1/15 - 11/30/15

 

448,100

 

 

$

24.51

 

 

 

448,100

 

 

 

278,154

 

12/1/15 - 12/31/15

 

-

 

 

$

-

 

 

 

-

 

 

 

-

 

Total

 

448,100

 

 

$

24.51

 

 

 

448,100

 

 

 

278,154

 

2017.

 

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Total Number of

 

 

Maximum Number

 

 

 

 

 

 

 

 

 

 

Shares Purchased

 

 

of Shares That

 

 

 

 

 

 

 

 

 

 

As Part of

 

 

May Yet be

 

 

 

 

 

 

 

 

 

 

Publicly

 

 

Purchased Under

 

 

Total Number of

 

 

Average Price

 

 

Announced

 

 

the Plans or

 

 

Shares Purchased

 

 

Paid per Share (1)

 

 

Plans or Programs

 

 

Programs (2)

 

10/1/17 - 10/31/17

 

-

 

 

$

-

 

 

 

-

 

 

 

-

 

11/1/17 - 11/30/17

 

-

 

 

$

-

 

 

 

-

 

 

 

-

 

12/1/17 - 12/31/17

 

10,000

 

 

$

25.67

 

 

 

10,000

 

 

 

723,572

 

Total for the three months ended December 31, 2017

 

10,000

 

 

$

25.67

 

 

 

10,000

 

 

 

723,572

 

(1)

Average price paid per share does not reflect brokerage commissions paid to acquire shares in open market transactions.

(2)

Number of shares was calculated using a closing price at December 29, 2017 of $27.35 per share.

We may repurchase shares from time to time at our discretion, based on ongoing assessments of our capital needs, the market price of our common stock and general market conditions. We will fund the share repurchase program with cash from operations. During 2017, there were two authorized repurchase plans in effect:

On June 13, 2016, we announced that the Board of Directors authorized the repurchase of up to $20 million of our outstanding common stock through December 31, 2017 (the “2017 Share Repurchase Program”) pursuant to which we repurchased 861,296 shares of our common stock at an aggregate cost of approximately $20.0 million. We completed the 2017 Share Repurchase Program in December 2017.

On September 5, 2017, our Board of Directors authorized the repurchase of up to $20 million of our outstanding common stock through December 31, 2018 (the “2018 Share Repurchase Program”). We repurchased 8,192 shares of our common stock under the 2018 Share Repurchase Program during the year ended December 31, 2017 at an aggregate cost of approximately $0.2 million.

During the year ended December 31, 2017, we repurchased an aggregate of 770,559 shares of UVE’s common stock in the open market.

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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 “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in the Annual Report on Form 10-K.

The following tables provide selected financial information as of and for the periods presented (in thousands, except per share data):

 

 

Years Ended December 31,

 

 

Years Ended December 31,

 

 

2015

 

 

2014

 

 

2013

 

 

2012

 

 

2011

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

Income statement data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct premiums written

 

$

883,409

 

 

$

789,577

 

 

$

783,894

 

 

$

780,128

 

 

$

721,462

 

 

$

1,055,886

 

 

$

954,617

 

 

$

883,409

 

 

$

789,577

 

 

$

783,894

 

Ceded premiums written

 

 

(256,961

)

 

 

(399,730

)

 

 

(522,116

)

 

 

(517,604

)

 

 

(512,979

)

Net premiums written

 

 

626,448

 

 

 

389,847

 

 

 

261,778

 

 

 

262,524

 

 

 

208,483

 

Change in net unearned premium

 

 

(122,449

)

 

 

(62,970

)

 

 

5,877

 

 

 

(31,404

)

 

 

(9,498

)

Change in unearned premium

 

 

(56,688

)

 

 

(33,390

)

 

 

(46,617

)

 

 

(12,260

)

 

 

4,583

 

Direct premium earned

 

 

999,198

 

 

 

921,227

 

 

 

836,792

 

 

 

777,317

 

 

 

788,477

 

Ceded premium earned

 

 

(310,405

)

 

 

(288,811

)

 

 

(332,793

)

 

 

(450,440

)

 

 

(520,822

)

Premiums earned, net

 

$

503,999

 

 

$

326,877

 

 

$

267,655

 

 

$

231,120

 

 

$

198,985

 

 

 

688,793

 

 

 

632,416

 

 

 

503,999

 

 

 

326,877

 

 

 

267,655

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment income

 

 

13,460

 

 

 

9,540

 

 

 

5,155

 

 

 

2,375

 

 

 

1,928

 

Other revenues (1)

 

 

47,093

 

 

 

41,039

 

 

 

36,330

 

 

 

34,397

 

 

 

38,466

 

Total revenue

 

$

546,544

 

 

$

369,276

 

 

$

301,159

 

 

$

269,939

 

 

$

225,861

 

 

 

751,916

 

 

 

685,289

 

 

 

546,544

 

 

 

369,276

 

 

 

301,159

 

Losses and loss adjustment expenses

 

 

350,428

 

 

 

301,229

 

 

 

187,739

 

 

 

123,275

 

 

 

108,615

 

Policy acquisition costs

 

 

138,846

 

 

 

125,979

 

 

 

88,218

 

 

 

33,502

 

 

 

21,685

 

Other operating costs

 

 

92,158

 

 

 

95,198

 

 

 

95,564

 

 

 

84,895

 

 

 

70,303

 

Total expenses

 

 

371,521

 

 

 

241,672

 

 

 

200,603

 

 

 

217,380

 

 

 

192,143

 

 

 

581,432

 

 

 

522,406

 

 

 

371,521

 

 

 

241,672

 

 

 

200,603

 

Income before income taxes

 

 

175,023

 

 

 

127,604

 

 

 

100,556

 

 

 

52,559

 

 

 

33,718

 

 

 

170,484

 

 

 

162,883

 

 

 

175,023

 

 

 

127,604

 

 

 

100,556

 

Income taxes, net

 

 

68,539

 

 

 

54,616

 

 

 

41,579

 

 

 

22,247

 

 

 

13,609

 

 

 

63,549

 

 

 

63,473

 

 

 

68,539

 

 

 

54,616

 

 

 

41,579

 

Net income

 

$

106,484

 

 

$

72,988

 

 

$

58,977

 

 

$

30,312

 

 

$

20,109

 

 

$

106,935

 

 

$

99,410

 

 

$

106,484

 

 

$

72,988

 

 

$

58,977

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Share Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share

 

$

3.06

 

 

$

2.17

 

 

$

1.64

 

 

$

0.76

 

 

$

0.51

 

 

$

3.07

 

 

$

2.85

 

 

$

3.06

 

 

$

2.17

 

 

$

1.64

 

Diluted earnings per common share

 

 

2.97

 

 

 

2.08

 

 

 

1.56

 

 

 

0.75

 

 

 

0.50

 

 

$

2.99

 

 

$

2.79

 

 

$

2.97

 

 

$

2.08

 

 

$

1.56

 

Dividends declared per common share

 

$

0.63

 

 

$

0.55

 

 

$

0.49

 

 

$

0.46

 

 

$

0.32

 

 

$

0.69

 

 

$

0.69

 

 

$

0.63

 

 

$

0.55

 

 

$

0.49

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

 

 

As of December 31,

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

2015

 

 

2014

 

 

2013

 

 

2012

 

 

2011

 

Balance sheet data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total invested assets

 

$

730,023

 

 

$

651,601

 

 

$

489,435

 

 

$

423,581

 

 

$

354,440

 

Cash and cash equivalents

 

 

213,486

 

 

 

105,730

 

 

 

197,014

 

 

 

115,397

 

 

 

117,275

 

Total assets

 

$

993,548

 

 

$

911,774

 

 

$

920,090

 

 

$

925,735

 

 

$

894,026

 

 

 

1,454,999

 

 

 

1,060,007

 

 

 

993,548

 

 

 

911,774

 

 

 

920,090

 

Total liabilities

 

 

700,456

 

 

 

692,858

 

 

 

744,481

 

 

 

762,221

 

 

 

744,021

 

Unpaid losses and loss adjustment expenses

 

 

98,840

 

 

 

134,353

 

 

 

159,222

 

 

 

193,241

 

 

 

187,215

 

 

 

248,425

 

 

 

58,494

 

 

 

98,840

 

 

 

134,353

 

 

 

159,222

 

Unearned premiums

 

 

442,366

 

 

 

395,748

 

 

 

383,488

 

 

 

388,071

 

 

 

359,842

 

 

 

532,444

 

 

 

475,756

 

 

 

442,366

 

 

 

395,748

 

 

 

383,488

 

Long-term debt

 

 

24,050

 

 

 

30,610

 

 

 

37,240

 

 

 

20,221

 

 

 

21,691

 

 

 

12,868

 

 

 

15,028

 

 

 

24,050

 

 

 

30,610

 

 

 

37,240

 

Total stockholders' equity (12/31/2014 Pro-Forma Balance $218.9) (1)

 

$

293,092

 

 

$

199,916

 

 

$

175,609

 

 

$

163,514

 

 

$

150,005

 

Total liabilities

 

 

1,015,011

 

 

 

688,817

 

 

 

700,456

 

 

 

692,858

 

 

 

744,481

 

Total stockholders' equity

 

$

439,988

 

 

$

371,190

 

 

$

293,092

 

 

$

199,916

 

 

$

175,609

 

Shares outstanding end of period

 

 

34,735

 

 

 

35,052

 

 

 

35,110

 

 

 

34,102

 

 

 

35,366

 

Book value per share

 

$

12.67

 

 

$

10.59

 

 

$

8.35

 

 

$

5.86

 

 

$

4.97

 

Return on average equity (ROE)

 

 

25.7

%

 

 

29.4

%

 

 

41.8

%

 

 

38.4

%

 

 

34.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss and loss adjustment expense ratio (2)

 

 

50.9

%

 

 

47.6

%

 

 

37.2

%

 

 

37.7

%

 

 

40.6

%

General and administrative expense ratio (3)

 

 

33.5

%

 

 

34.9

%

 

 

36.3

%

 

 

35.8

%

 

 

33.9

%

Combined Ratio (4)

 

 

84.4

%

 

 

82.5

%

 

 

73.5

%

 

 

73.5

%

 

 

74.5

%

 

(1)

See “Item 8—Note 8 (Stockholders’ Equity)”Other revenue consists of commission revenue, policy fees, and other revenue.

(2)

The loss and loss adjustment expense ratio is calculated by dividing losses and loss adjustment expenses by premiums earned, net.

(3)

The general and administrative expense ratio is calculated by dividing general and administrative expense, excluding interest expense, by premiums earned, net. Interest expense was $348 thousand, $421 thousand, $963 thousand, $1,486 thousand and $1,166 thousand for an explanation of events subsequent tothe years ended December 31, 2017, 2016, 2015, 2014, giving rise to pro-forma stockholders’ equityand 2013, respectively.

(4)

The combined ratio is the sum of $218.9 million as of December 31, 2014.the losses and loss adjustment expense ratio and the general and administrative expense ratio.

 



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ITEMITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the results of operations and financial condition of UVE. MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and accompanying notes in Part II, Item 8 below.

Overview

UVE is the largest private personal residential insurance company in Florida by direct written premium in-force, with an 9.0%approximately 10.1% market share as of September 30, 2015,2017, according to the most recent data reported by the FLOIR. We perform substantially all aspects of insurance underwriting, policy issuance, general administration and claims processing and settlement internally through our vertically integrated operations. Our wholly-owned licensed insurance subsidiaries, UPCIC and APPCIC, currently write personal residential insurance policies predominantly in Florida with $817.7$924.0 million in direct written premium for the year ended December 31, 2015.2017. UPCIC also writes residential homeowners insurance policies in Alabama, Delaware, Georgia, Hawaii, Indiana, Maryland, Massachusetts, Michigan, Minnesota, New Jersey, New York, North Carolina, Pennsylvania, and South Carolina, and Virginia with $65.7$131.9 million in direct written premium for the year ended December 31, 2015,2017, and is licensed to issue policies in Alabama, Michigan,Iowa, New Hampshire, Virginia and West Virginia. We believe that our longevity in the Florida market and our resulting depth of experience will enable us to continue to successfully grow our business in both hard and soft markets.

We generate revenues primarily from the collection of premiums. The nature of our business tends to be seasonal, reflecting consumer behaviors in connection with the Florida residential real estate market and the hurricane season. The amount of direct written premium tends to increase just prior to the second quarter of our fiscal year and tends to decrease approaching the fourth quarter. Other sources of revenue include: commissions paid by our reinsurers to our reinsurance intermediary subsidiary, BARC, on reinsurance it places for the Insurance Entities, service revenue from claims handling on ceded claims, policy fees collected from policyholders by our managing general agent subsidiary, URA, and financing fees charged to policyholders who choose to defer premium payments. We also generate income by investing our assets.

Over the past several years, we have grown our business both within Florida and elsewhere in the United States through our distribution network of approximately 7,8008,800 licensed independent agents. Our goals are to profitably grow our business, invest in our vertically integrated structure, andexpand our independent agent network, and return value to shareholders. Some of our key strategies include increasing our policies in force in Florida through continued profitable and organic growth; expanding into other states to diversify our revenue and risk; optimizing our reinsurance program; and continuing to provide high quality service throughto our vertically integrated structure.policyholders. We believe each of these strategies has contributed towards an increase in earnings and earnings per share as well as an improvement in our overall financial condition. See “—Results of Operations” below for a discussion of our annual results for 20152017 compared to 2014.the same period in 2016.

Our overall organic growth strategy emphasizes taking prudent measures to increase our footprint, policy count and improvingimprove the quality of our business rather than merely increasing our policy count.market share. Our focus on long-term capital strength and organic growth allows us to be selective in the risks we accept. Our goal is to write risks that are priced adequately and meet our underwriting standards. We believe that our strategy of organically expanding the size of our businesspremium growth through our independent agent distribution network and through Universal DirectSM, streamlining claims management and balancing appropriate pricing with disciplined underwriting standards will maximize our profitable growth. Our focus on long-term capital strength and organic growth causes us to be selective in the risks we accept. We also intend to continue our expansion outside of Florida in markets that allow us to write profitable business and to diversify our revenue and risk. Upon entering new markets, we leverage our existing independent agent network to generate new local relationships and business and we take the time to learn about each new market and any of its unique risks in order to carefully develop our own policy forms, rates and informed underwriting standards. Our expansion efforts differ from many of our competitors that have grown in recent years primarily through assumption of policies from Citizens.Citizens, Florida’s statutory residual property insurance market.

As a result of our organic growth strategy and initiatives, we have seen increases in policy count and insured value in all states since March 31, 2014. Asfor over two years. The percentage of our total insured value for states outside of Florida our total insured value increased from 12.1%21% as of December 31, 20142016 to 16%26% as of December 31, 2015.2017. The following table provides direct written premium for Florida and other states for the years ended December 31, 20152017 and 20142016 (dollars in thousands):

 

 

For the Years Ended

 

 

Growth

Year Over Year

 

 

Year Ended

December 31, 2015

 

 

Year Ended

December 31, 2014

 

 

December 31, 2017

 

 

December 31, 2016

 

 

 

 

 

 

 

 

 

State

 

Direct Written Premium

 

 

%

 

 

Direct Written Premium

 

 

%

 

 

Direct Written Premium

 

 

%

 

 

Direct Written Premium

 

 

%

 

 

$

 

 

%

 

Florida

 

$

817,704

 

 

 

92.6

%

 

$

744,259

 

 

 

94.3

%

 

$

923,962

 

 

 

87.5

%

 

$

860,647

 

 

 

90.2

%

 

$

63,315

 

 

 

7.4

%

Other states

 

 

65,705

 

 

 

7.4

%

 

 

45,318

 

 

 

5.7

%

 

 

131,924

 

 

 

12.5

%

 

 

93,970

 

 

 

9.8

%

 

 

37,954

 

 

 

40.4

%

Grand total

 

$

883,409

 

 

 

100.0

%

 

$

789,577

 

 

 

100.0

%

 

$

1,055,886

 

 

 

100.0

%

 

$

954,617

 

 

 

100.0

%

 

$

101,269

 

 

 

10.6

%

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Table of Contents

 

Our abilityRecent Developments

Hurricane Irma Overview

Hurricane Irma made initial landfall in the Florida Keys on September 10, 2017 as a Category 4 storm on the Saffir-Simpson Hurricane Scale. Hurricane Irma was an extremely destructive event that caused a wide swath of damage across the entire Florida peninsula and throughout the Southeastern United States. Although Hurricane Irma was a devastating catastrophic event, the ultimate net financial impact to achieve rate adequacy relative to the risks written improvedUVE was substantially limited by both our underwriting profit and together with our improved financial strength led to our decision to retain a greater share of our profitable business by reducing our quota share cession rate in our 2014-2015comprehensive reinsurance program and eliminatingbenefits received as a result of our vertically integrated structure as discussed below.

The initial net loss and LAE reported by the useCompany in the third quarter of quota share2017 related to Hurricane Irma was $37.0 million. In the fourth quarter this amount lowered to $27.8 million by favorable revisions to ceded losses and LAE of $9.2 million to reflect recoveries related to our Other States Reinsurance Program (as further discussed below). Additionally, our service company subsidiaries generated substantial additional revenues following Hurricane Irma that led to approximately $35.0 million of estimated pretax profit generated by service company subsidiaries during the fourth quarter of 2017. In total, for the year ended December 31, 2017, the Company estimates that profit attributable to increased service revenues exceeded the Company’s net retained losses attributable to Hurricane Irma by approximately $7.2 million on a pretax basis.

The discussion below provides additional commentary surrounding the various effects of Hurricane Irma on the Company’s financial results.

Comprehensive Reinsurance Program

Our comprehensive reinsurance program substantially limited the net losses from Hurricane Irma, as gross losses and LAE were contained well within the limits of our catastrophe reinsurance program, and certain aspects of our program served to reduce our overall net retention.

During the quarter ended September 30, 2017, the Company recorded gross losses and loss adjustment expenses of $452.0 million resulting from Hurricane Irma, reflecting gross losses and LAE of $450.0 million at UPCIC and $2.0 million at APPCIC. The Company’s reinsurance protection performed as expected, reducing exposure to the maximum retention limits, limiting net losses and loss adjustment expenses from Hurricane Irma to $37.0 million. Under the Company’s reinsurance program, UPCIC cedes losses and LAE greater than $35.0 million in all states up to a maximum of $2.78 billion, while APPCIC cedes losses and LAE greater than $2.0 million up to a maximum amount of $28.1 million.

During the quarter ended December 31, 2017, the Company revised its estimated gross losses and loss adjustment expenses to $446.7 million, reflecting gross losses and LAE of $444.7 million at UPCIC and $2.0 million at APPCIC. This revision to gross losses at UPCIC was to account for claims experience during the fourth quarter, and we note that as of February 9, 2018, the Company has received 68,634 claims relating to Hurricane Irma, of which 57,799, or approximately 84%, have already been closed. As discussed above, the Company’s reinsurance program limited net losses and loss adjustment expenses from Hurricane Irma to $37 million. Because gross losses and LAE in states outside of Florida are projected to be $12.8 million (which is above our 2015-2016$5.0 million Non-Florida retention) additional recoveries from our Other States Reinsurance Program during the fourth quarter served to reduce UPCIC’s aggregate retention from $35.0 million to $27.2 million. After adding in APPCIC’s net retention of $2.0 million, this resulted in a total net retention of losses and loss adjustment expenses of $29.2 million related to Hurricane Irma for the year ended December 31, 2017.

Additionally, the Company experienced approximately $2.4 million of gross losses and loss adjustment expenses related to hailstorms in Minnesota that occurred in June 2017. As a result of Hurricane Irma satisfying an otherwise recoverable provision within our Other States Reinsurance Program, the Company’s retention in states outside of Florida was reduced to $1.0 million from $5.0 million. This resulted in an effective savings of $1.4 million recorded in the fourth quarter of 2017 on the Minnesota hailstorm events, as the Company retained only the first $1.0 million of losses on the event. Through May 31, 2018, our Other States Reinsurance Program will continue to have a net retention of $1.0 million as a result of the otherwise recoverable provision having been satisfied.

See “—2017/2018 Reinsurance Program” below for a more detailed discussion of the Company’s reinsurance program.

2015

Vertically Integrated Structure

As previously described, due to our vertically integrated structure, the Company retains certain revenues and/or fees that are paid to our subsidiary service companies for various services provided, including reinsurance brokerage, claims adjusting and other services. This benefit is particularly notable during large catastrophic events such as Hurricane Irma, which result in a substantial number of claims by our policyholders, leading to increased activity at our service company subsidiaries. This higher activity led to an increase in service income that helped to reduce the effect that Hurricane Irma had on our consolidated financial statements.

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Table of Contents

During a major storm such as Hurricane Irma when losses exceed our net retention, claims service costs are passed on to our reinsurance partners, who reimburse the Insurance Entities for losses and loss adjustment expenses that were incurred relating to losses above the Company’s net retention. These reimbursements for loss adjustment expenses benefit the Company’s service entities by providing incremental revenue which is funded by the reinsurers, resulting in incremental profits to the service entities. The billing for services between the Company’s service companies and Insurance Entities is based on “arm’s length” market rates and approved by our regulator, the FLOIR.

As a result of Hurricane Irma, the quarter and year ended December 31, 2017 included the benefit of additional net revenues within our service provider subsidiaries, particularly UAC and BARC, which led to a higher level of profitability than would otherwise be the case in a quarter or year with more typical service activity. In aggregate, the Company estimates that these additional revenues at service company subsidiaries resulted in approximately $35.0 million of net pretax benefit during the fourth quarter and full year 2017. This benefit related primarily to two factors: (1) as a result of the increased level of claims following Hurricane Irma, UAC, which manages our claims processing and adjustment functions, experienced a significant increase in net revenues and net profit in the months following the storm, and (2) Commission Revenue included a benefit of approximately $2.0 million related to reinstatement premium commissions received by BARC.

Other Factors

In addition to the items discussed above, Hurricane Irma resulted in various other effects on our ongoing business, in particular with respect to premium writings and policy fee income. We experienced an increased level of premium volume, including an increase in both new and renewal business, as well as a corresponding increase in policy fee income, during both the quarter ending September 30, 2017 and the quarter ending December 31, 2017.

Several days after Hurricane Irma made landfall, the FLOIR issued an emergency order that temporarily suspended policy cancellations and nonrenewals by insurance companies. Specifically, the order barred insurance companies from cancelling or non-renewing policies between September 4, 2017 and October 15, 2017; barred the cancellation or nonrenewal of policies covering residential properties damaged by Hurricane Irma until at least 90 days after the properties are repaired; and required that any cancellations or nonrenewals issued or mailed from August 25, 2017 through September 3, 2017 were withdrawn and reissued no earlier than October 15, 2017. The effect of the emergency order, coupled with policyholders’ increased attention to maintaining coverage prior to and following the hurricane, resulted in increased levels of premium and policy fee volume as compared to both the prior year and our internal expectations.

In addition, the emergency order extended the time periods applicable to certain actions, including reviews of rate filings. This resulted in an extension of the review period for our previously submitted Florida rate filing (which was for an average statewide increase of 3.4%). We initially anticipated that the FLOIR’s review of our rate filing would be completed in September 2017, but as a result of Hurricane Irma and the corresponding emergency order, the rates were approved in early December 2017. We began using the newly approved rates on December 7, 2017 for new business and on January 26, 2018 for renewal business.

The Tax Cuts and Jobs Act of 2017 (“the Tax Act”)

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“the Tax Act”) was enacted, thereby significantly changing the Internal Revenue Code. Notable changes include a reduction in the federal corporate tax rate from 35.0% to 21.0% effective January 1, 2018. The Tax Act's impact on the Company in 2017 was a non-cash charge to earnings for the re-measurement of deferred taxes. Although the Company anticipates an overall benefit from the reduction of lower tax rates in 2018, we are unable to make definitive estimates on the impact of the reduction, due to the final impact of the Act being subject to changes in interpretations, assumptions, and additional guidance that may be issued by the Internal Revenue Service. See “Item 8—Note 12 (Income Taxes).”

2017 Highlights

 

·

Net income and diluted earnings per common shareDirect premiums written overall grew by $33.5$101.3 million, and $0.89, respectivelyor 10.6%, to $1,055.9 million, compared year-over-year to 20142016.

Net earned premiums grew by $56.4 million, or 8.9%, to $688.8 million, compared year-over-year to 2016.

Total revenues increased by $66.6 million, or 9.7%, to $751.9 million, compared year-over-year to 2016.

Although Hurricane Irma caused substantial losses, our vertically integrated structure and comprehensive reinsurance program substantially limited the overall financial impact from this damaging storm.

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Table of Contents

Expense ratio improved from 35.0% to 33.5%, compared year-over-year to 2016.

Net income increased by $7.5 million, or 7.6%, to $106.9 million, compared year-over-year to 2016.

Diluted EPS increased by $0.20 to $2.99 per common share, compared year-over-year to 2016.

Declared and paid dividends per common share of $0.69, including a $0.13 special dividend in December 2017.

Repurchased approximately 771,000 shares in 2017 at an aggregate cost of $18.1 million.

 

·

Net earned premiums grew by $177.1 million or 54.2%Offered Universal DirectSM in all 16 states in which the Company writes policies as of December 31, 2017.

·

Net losses and LAE ratio of 37.2%, compared to 37.7% for 2014

UPCIC received a Certificate of Authority from Illinois and Iowa.

·

We repurchased a total of 748,100 shares in 2015 at an aggregate cost of $18.7 million

UPCIC commenced writing homeowners policies in New Jersey and New York.

UPCIC received regulatory approval for and implemented an overall 3.4% rate increase in Florida.

·

We paid dividends per common share of $0.63, including a $0.15 special dividend in December

·

We eliminated the use of quota share reinsurance effective June 1, 2015 for future periods

2015201720162018 Reinsurance Program

Developing and implementing our reinsurance strategy to adequately protect us in the event of one or more catastrophes while maintaining efficient reinsurance costs has been a key focus for our leadership team. We believe that our reinsurance program is structured such that if we were to experience an active hurricane season like the hurricane seasons in 2017, 2016, 2005 and 2004 and 2005, we would beare able to pay policyholder claims, maintain sufficient surplus to grow profitably and take advantage of the resulting market dislocation that would likelycould potentially follow. Effective June 1, 2015,2017, we entered into multiple reinsurance agreements comprising our 2015-20162017-2018 reinsurance program. See “Item 8—Note 4 (Reinsurance).”

Reinsurance Generally

We use reinsurance to reduce our exposure to catastrophic losses primarily through excess of loss reinsurance. We believe that the overall terms of the 2015-20162017-2018 reinsurance program are more favorable than the 2014-20152016-2017 and 2015-2016 reinsurance program. We eliminated our quota share reinsurance arrangements effective June 1, 2015; purchased additional excess of loss catastrophe cover; converted the exposure of all UPCIC states from a two-tower reinsurance program to a single tower reinsurance program; purchased a stand-alone non-Florida supplemental catastrophe reinsurance program; realized cost reductions in part due to market conditions and our preparation and efforts to manage risk exposure; and further enhanced our reinsurance coverage terms and conditions.

By eliminating our quota share arrangements, we now retain a greater percentage of gross written premiums than we did under our 2014-2015 reinsurance program. Our termination of the quota share arrangements was on a cut-off basis, taking back previously ceded premium that was unearned at the date of the termination. We expect to increase our overall profitability by retaining more premium; however, the elimination of the quota share cession in its entirety affects several line items in our Consolidated Statements of Income. In eliminating the quota share, we increase the amount of premium we retain as well as the related risk. This results in an increase in both earned premiums and losses and LAE. The elimination of the quota share also ends any ceding commissions we would otherwise receive, which would offset costs associated with writing premium. This elimination of ceding commissions increases general and administrative expenses.

We believe that restructuring our reinsurance program and re-evaluating that structure on an ongoing basis has allowed us to take advantage of attractive reinsurance pricing, while still maintaining reinsurance coverage that we believe is sufficient to protect our policyholders and shareholders. While we believe the changes to the current reinsurance program are beneficial, there can be no assurance that our actual results of operations or financial condition will be positively affected. The Insurance Entities remain responsible for insured losses notwithstanding the failure of any reinsurer to make payments otherwise due to the Insurance Entities. Below is a description of our 2015-20162017-2018 reinsurance program for each of the Insurance Entities.

UPCIC Reinsurance Program

UPCIC’s reinsurance program, which generally runs from June 1 through May 31 of the following year, consists of various forms of catastrophe coverage. Under the 2015-20162017-2018 reinsurance program, UPCIC has a net retention of $35 million per catastrophe event for all losses incurred up to a first event loss of $2.24$2.778 billion. UPCIC also purchases a separate supplemental underlying cover to further reduce its retention for all losses occurring in Hawaii.states outside of Florida. With this cover, UPCIC retains only $10$5 million under its program in Hawaii.its non-Florida states. In certain circumstances involving a catastrophic event affecting both Florida and other states, UPCIC’s retention could result in pre-tax net liability as low as $5 million – the $35 million net retention under the all states reinsurance program could be offset by as much as $30 million in coverage under the Other States (non-Florida) Reinsurance Program. These retention

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Table of Contents

amounts are gross of any potential tax benefit we would receive in paying such losses. UPCIC has mandatory catastrophe coverage through the FHCF plus voluntary catastrophe coverage with private reinsurers.

UPCIC structures its reinsurance coverage into layers and utilizes a cascading feature such that the second, third, fourth, fifth and fourthsixth reinsurance layers all attach at $90 million. Any layers above the $90 million attachment point are excess of loss over the immediately preceding layer. If the aggregate limit of the preceding layer is exhausted, the next layer cascades down in its place for future events. Further, UPCIC buys four dedicated limits of $55 million in excess of $35 million for the first four catastrophe events. This means

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Table of Contents

that, unless losses exhaust the top layer of our coverage, we are exposed to only $35 million in losses, pre-tax, per catastrophe for each of the first four events.

UPCIC reduced its quota share percentage to 0% under its 2015-2016 program compared to 30% under its 2014-2015 program, thus retaining more risk and premium per policy. The estimated total net cost of UPCIC’s FHCF and catastrophe related coverage, including reinstatement premium protection coverage, is $271.1$315.9 million. The largest private participants in UPCIC’s program include Allianz Risk Transfer, AG, Bermuda Branch (Nephila Capital),Axis Specialty Limited, Everest Re,Reinsurance, Renaissance Re,Reinsurance, Chubb Tempest Re (formerly known as Ace Tempest Re) andReinsurance various Lloyd’s of London syndicates.syndicates, and FHCF. The table below provides the A.M. Best and Standard and Poor’s (“S&P”)&P financial strength ratings for each of the largest third partythird-party reinsurers in UPCIC’s 2015-20162017-2018 reinsurance program.

 

Reinsurer

 

A.M. Best

 

S&P

Allianz Risk Transfer AG, Bermuda Branch (Nephila Capital)

 

A+

 

AA-

Axis Specialty Limited

A+

A+

Everest ReReinsurance Company

 

A+

 

A+

Renaissance Re

 

A+

 

AA-

Chubb Tempest Re (formerly known as Ace Tempest Re)

 

A++

 

AA

Various Lloyd’s of London Syndicates

 

A

 

A+

Florida Hurricane Catastrophe Fund

-

AA

 

APPCIC Reinsurance Program

 

APPCIC’s reinsurance program, which generally runs from June 1 through May 31 of the following year, consists of various forms of catastrophe and multiple line excess of loss coverage. Under the 2015-20162017-2018 reinsurance program, APPCIC has a net retention on its catastrophe program of $2 million for all losses per catastrophe event for losses incurred up to a first event loss of $41.2$28.1 million. The retention amount is gross of any potential tax benefit we would receive in paying such losses. APPCIC has mandatory catastrophe coverage through the FHCF plus voluntary catastrophe coverage with private reinsurers.

 

APPCIC structures its catastrophe reinsurance coverage into layers and utilizes a cascading feature such that the second and third reinsurance layers all attach at $2 million. Any layers above the $2 million attachment point are excess of loss over the immediately preceding layer. If the aggregate limit of the preceding layer is exhausted, the next layer cascades down in its place for future events. This means that, unless losses exhaust the top layer of our coverage, we are only exposed to $2 million in losses, pre-tax, per catastrophe for each of the first two events.

 

APPCIC’s multiple line excess of loss reinsurance program has a property retention of $0.5 million with coverage up to $9.0$8.5 million per individual property loss and a casualty retention of $0.3 million with coverage up to $1.3$1.0 million per individual casualty loss.

 

The estimated total net cost of APPCIC’s FHCF, per risk and catastrophe related coverage, including reinstatement premium protection coverage is $4.1$2.8 million. The largest private participants in APPCIC’s program include Everest Re,Reinsurance Company, Chubb Tempest Re,Reinsurance Ltd., Hiscox Insurance Co (Bermuda) Ltd, Hannover Ruck SE and various Lloyd’s of London syndicates. The table below provides the A.M. Best and Standard and Poor’s (“S&P”)&P financial strength ratings for each of the largest third partythird-party reinsurers in APPCIC’s 2015-20162017-2018 reinsurance program.

 

Reinsurer

 

A.M. Best

 

S&P

Everest ReReinsurance Company

 

A+

 

A+

Chubb Tempest Re (formerly known as Ace Tempest Re)Reinsurance Ltd.

 

A++

 

AA

Hiscox Insurance Co (Bermuda) Ltd.

 

A

 

AA-A

Hannover ReRuck SE

 

A+

 

AA-

Various Lloyd’s of London Syndicates

 

A

 

A+

 

UVE Insurance Risk-Linked Contract

Separate from the Insurance Entities’ reinsurance programs, which provide protection for the Insurance Entities in the event we experience catastrophic losses, UVE also protects itself against diminution in value due to catastrophe events by purchasing a loss

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warranty contract that would provide a payment to UVE of $80 million plus an amount equal to the forgiveness of related debt through a catastrophe risk-linked transaction contract, effective June 1, 2013 through May 31, 2016. This contract provides for recovery by UVE in the event of exhaustion of UPCIC’s catastrophe coverage. The total cost to UVE of this risk-linked transaction contract is $9.0 million per year for each of the three years.

critical accounting policies AND ESTIMATES

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Our primary areasuse of estimates include, use

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of estimate in the recognition of liabilities for unpaid losses, loss adjustment expenses, subrogation recoveries and reinsurance recoveries which are described below.

Recognition of Premium Revenues

PropertyDirect and liabilityceded premiums are recognized as revenue on a pro rata basis over the policy term.term or over the term of the reinsurance agreement. The portion of direct premiums that will be earned in the future are deferred and reported as unearned premiums. The portion of ceded premiums that will be earned in the future is deferred and reported as prepaid reinsurance premiums.

Liability for Unpaid Losses and LAE

A liability, net of estimated subrogation, is established to provide for the estimated costs of paying losses and LAE under insurance policies the Insurance Entities have issued. Underwriting results are significantly influenced by an estimate of a liability for unpaid losses and LAE. The liability is an estimate of amounts necessary to settle all outstanding claims, including claims that have been incurred, but not yet reported as of the financial statement date. The Company estimates and accrues its right to subrogate reported or estimated claims against other parties. Subrogated claims are recorded at amounts estimated to be received from the subrogated parties, net of expenses and netted against unpaid losses and LAE.

Characteristics of Reserves

Reserves are established based on estimatesSee “Item 8 — Note 17 (Liability for Unpaid Losses and Loss Adjustment Expenses)” for a discussion of the ultimate future amounts neededCompany’s basis and methodologies used to settleestablish its liability for unpaid losses and loss adjustment expenses along with the following quantitative disclosures:

Five-year accident year table on incurred claim and allocated claim adjustment expenses, net of reinsurance including columns of:

o

IBNR-Total of Incurred-but-not-reported liabilities plus expected development on reported claims by accident year and

o

Claim counts-cumulative number of reported claims by accident year

Five-year accident year table on cumulative paid claims either known or unknown, less losses that have beenand allocated claim adjustment expenses, net of reinsurance

Reconciliation of tables to the consolidated financial statements- Reconciliation of net incurred and paid claims development table to date. Claims are typically reported promptly with relatively little reporting lag between the dateliability for claims and claim adjustment expenses in the Consolidated Balance Sheet.

Duration- a table of occurrence and the dateaverage historical claims duration for the loss is reported. UPCIC’s claim settlement data suggests that homeowners’ property losses have an average settlement time of less than one year, while homeowners’past five years

In establishing the liability losses generally take longer.

Reserves are the difference between the estimated ultimate future cost offor unpaid losses and LAE, incurred and the amount of paid losses as of the reporting date. Reserves are estimated for both reported and unreported claims, and include estimates of all expenses associated with processing and settling all incurred claims. We update reserve estimates periodically as new information becomes available or as events emerge that may affect the resolution of unsettled claims. Changes in prior year reserve estimates (reserve re-estimates), which may be material, are determined by comparing updated estimates of ultimate losses to prior estimates, and the differences are recorded as losses and LAE in the Consolidated Statements of Income in the period such changes are determined. Estimating the ultimate cost of losses and LAE is an inherently uncertain and complex process involving a high degree of subjective judgment and is subject to the interpretation and usage of numerous uncertain variables.

The Actuarial Methods used to Develop Reserve Estimates

Reserves for losses and LAE are determined in four primary sectors. These sectors are (1) the estimation of reserves for Florida non-catastrophe losses, (2) hurricane losses, (3) sinkhole losses, and (4) non-Florida non-catastrophe losses and any other losses. Evaluations are performed for loss and LAE separately, and on a net and direct basis for each sector. The analyses for non-catastrophe losses are further separated into data groupings of like exposure. These groups are property damage on homeowner policy forms HO-3 and HO-8 combined, property damage on homeowner policy forms HO-4 and HO-6 combined, property damage on dwelling fire policies, and all liability exposures combined.

Reserve estimates for both losses and LAE are derived using several different actuarial estimation methods in order to provide the actuary with multiple predictive viewpoints to consider for each of the sectors.  Each of the methods has merit, because they each provide insight into emerging patterns.  These methods are each variations on two primary actuarial techniques: “chain ladder development” techniques and “counts and average” techniques. The “chain ladder development” actuarial technique is an estimation process in which historical payment and reserving patterns are applied to actual paid and/or reported amounts (paid losses or LAE plus individual case reserves established by claim adjusters) for an accident period to create an estimate of how losses are likely to develop over time.  The “counts and average” technique includes an evaluation of historical and projected costs per claim, and late-reported claim counts, for open claims by accident period.  An accident period refers to classification of claims based on the date in which the

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claims occurred, regardless of the date they were reported to the Insurance Entities. These analyses are used to prepare estimates of required reserves for payments to be made in the future. Transactions are organized into half-year accident periods for purposes of the reserve estimates. Key data elements used to determine our reserve estimates include historical claim counts, loss and LAE payments, subrogation received, case reserves, earned policy exposures, and the related development factors applicable to this data.

The first method for estimating unpaid amounts for each sector is a chain ladder method called the paid development method. This method is based upon the assumption that the relative change in a given accident period’s paid losses from one evaluation point to the next is similar to the relative change in prior periods’ paid losses at similar evaluation points. In utilizing this method, actual 6-month historical loss activity is evaluated. Successive periods can be arranged to form a triangle of data. Paid-to-Paid (“PTP”) development factors are calculated to measure the change in cumulative paid losses from one evaluation point to the next. These historical PTP factors form the basis for selecting the PTP factors used in projecting the current valuation of losses to an ultimate basis. In addition, a tail factor is selected to account for loss development beyond the observed experience. The tail factor is based on trends shown in the data and consideration of industry loss development benchmarks. Utilization of a paid development method has the advantage of avoiding potential distortions in the data due to changes in case reserving methodology. This method’s implicit assumption is that the rate of payment of claims has been relatively consistent over time, and that there have been no material changes in the rate at which claims have been reported or settled.  In instances where changes in settlement rates are detected, the PTP factors are adjusted accordingly, utilizing appropriate actuarial techniques.  These adjusted techniques each produce additional development method estimates for consideration.

The second method is the reported development method.  This method is similar to the paid development method; however, case reserves are considered in the analysis.  Successive periods of reported loss estimates (including paid loss, paid LAE and held case reserves) are organized similar to the paid development method in order to evaluate and select Report-to-Report (“RTR”) development factors.  This method has the advantage of recognizing the information provided by current case reserves.  Its implicit assumption is that the relative adequacy of case reserves is consistent over time, and that there have been no material changes in the rate at which claims have been reported or settled.  In cases where significant reserve strengthening or other changes have occurred, RTR factors are adjusted accordingly, utilizing appropriate actuarial techniques.

The third method is the Bornhuetter-Ferguson (“B-F”) method, which is also utilized for estimating unpaid loss and LAE amounts.  Each B-F technique is a blend of chain ladder development methods and an expected loss method, whereby the total reserve estimate equals the unpaid portion of a predetermined expected unpaid ultimate loss projection.  The unpaid portion is determined based on assumptions underlying the development methods.  As an experience year matures and expected unreported (or unpaid) losses become smaller, the initial expected loss assumption becomes gradually less important. This has the advantage of stability, but it is less responsive to actual results that have emerged.

Two parameters are needed in each application of the B-F method: an initial assumption of expected losses and the expected reporting or payment pattern.  Initial expected losses for each accident period other than the current year is determined using the estimated ultimate loss ratio from the prior analysis. Initial expected losses for the current year’s accident periods are determined based on trends in historical loss ratios, rate changes, and underlying loss trends. The expected reporting pattern is based on the reported or paid loss development method described above. This method is often used for long-tail lines and in situations where the reported loss experience is relatively immature or lacks sufficient credibility for the application of other methods.

An additional method, called the counts and averages method, is utilized for estimates of both loss and LAE for each Florida sector. In this method, an estimate of unpaid losses or expenses is determined by separately projecting ultimate reported claim counts and ultimate claim severities (cost per claim) on open and unreported claims for each accident period. Typically, chain ladder development methods are used to project ultimate claim counts and claim severities based on historical data using the same methodology described in the paid and reported development methods above. Estimated ultimate losses are then calculated as the product of the two items. This method is intended to avoid data distortions that may exist with the other methods for the most recent years as a result of changes in case reserve levels, settlement rates and claims handling fees. In addition, it may provide insight into the drivers of loss experience. For example, this method is utilized for sinkhole losses due to unique settlement patterns that have emerged since the passage of legislation that codified claim settlement practices with respect to sinkhole related claims and subsequent policy form changes we implemented. The method is also important as we implement our Fast Track Initiative, which is discussed elsewhere in this report.  These claims are expected to be reported and settled at different rates and ultimate values than historically observed, requiring a departure from traditional development methodologies.

The implicit assumption of these techniques is that the selected factors and averages combine to form development patterns or severity trends that are predictive of future loss development of incurred claims. In selecting relevant parameters utilized in each estimation method, due consideration is given to how the patterns of development change from one year to the next over the course of several consecutive years of recent history. Furthermore, the effects of inflation and other anticipated trends are considered in the reserving process in order to generate selections that include adequate provisions to estimate the cost of claims that settle in the future.  Finally, in addition to paid loss, reported loss, and LAE development triangles, various diagnostic triangles, such as triangles showing

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historical patterns in the ratio of paid-to-reported losses and closed-to-reported claim counts are prepared.  These diagnostic triangles are utilized in order to monitor the stability of various determinants of loss development, such as consistency in claims settlement and case reserving.

Actuarial judgment is relied upon in order to make appropriate assumptions to estimate a best estimate of ultimate losses. There are inherent uncertainties associated with this estimation process, especially when a company is undergoing changes in its claims settlement practices, when a company has limited experience in a certain area, or when behaviors of policyholders are influenced by external factors and/or market dynamics. Claims reported in 2013 and 2014, for example, benefited from several initiatives designed to expedite claim closure rates and reduce settlement costs on claims introduced in our claims department during those 24 months. A more dramatic change occurred during calendar year 2015 when we realigned our adjusting teams as well as launched our Fast Track Initiative,initiative, reducing settlement costs and strengthening case reserve adequacy for claims reported during the year. These changes influencedhave had a meaningful influence on development pattern selections applied to 20122013 through 20152017 accident year claims in the reserving estimates for each of the methods described above.  

Estimatesin “Item 8 — Note 17 (Liability for Unpaid Losses and Loss Adjustment Expenses)”. More recently, since 2016 there has been a significant increase in efforts to pursue subrogation against third parties responsible for property damage losses to our insureds. As a result, anticipated subrogation recoveries are reviewed and estimated on a stand-alone basis in the Company’s reserve analysis. Market dynamics in Florida include the continuing expansion of unpaid losses for hurricane experience, when required, are not developed using our specific development patterns, due to the relatively infrequent natureassignment of stormsbenefits (“AOB”) and the high severity typically associated with them. Development patterns are based on industry data obtained byresulting increase in litigation against the Company. As a result of the continuing and growing use of AOB’s in this manner, we have increased our consulting actuary are utilized, until enough time has passed that our historical patterns are relied upon. There is an inherent assumption that relying on industry development patterns, as opposed to company-specific patterns, produces more credible results for projecting hurricane losses during the first 36 months following an event.

Estimation methods described above each produce estimates of ultimate losses and LAE. Based on the results of these methods, a single estimate (commonly referred to as an actuarial point/central estimate) of the ultimate loss and LAE is selected accordingly for each accident-year claim grouping. Estimated IBNR reserves are determined by subtracting reported losses from the selected ultimate loss, and the paid LAE from the ultimate LAE. The estimated loss IBNR reserves are added to case reserves to determine total estimated unpaid losses. No case reserves are carried for LAE, therefore the estimated LAE IBNR reserves equal the total estimated unpaid LAE. For each sector, the reserving methods are carried out on both a net and direct basis in order to estimate liabilities accordingly. When selecting a single actuarial point/central estimate on a net basis, careful consideration is given for the reinsurance arrangements that were in place during each accident year, exposure periodmost recent and segment being reviewed.

How Reserve Estimates are Established and Updated

Reserve estimates are developed for both open claims and unreported claims. The actuarial methods described above are used to derive claim settlement patterns by determining development factors to be applied to specific data elements. Development factors are calculated for data elements such as claim counts reported and settled, paid losses and paid losses combined with case reserves. Historical development patterns for these data elements are used as the assumptions to calculate reserve estimates.

Often, different estimates are prepared for each detailed component, incorporating alternative analyses of changing claim settlement patterns and other influences on losses, from which a best estimate is selected for each component, occasionally incorporating additional analyses and actuarial judgment as described above. These estimates are not based on a single set of assumptions. Based on a review of these estimates, the best estimate of required reserves is recorded for each accident year and the required reserves are summed to create the reserve balance carried on the Consolidated Balance Sheets.

Reserves are re-estimated periodically by combining historical payment and reserving patterns with current actual results. When actual development of claims reported, paid losses or case reserve changes are different than the historical development pattern used in a prior period reserve estimate, and as actuarial studies validate new trends based on indications of updated development factor calculations, new ultimate loss and LAE predictions are determined. This process incorporates the historic and latest trends, and other underlying changes in the data elements used to calculate reserve estimates. The difference between indicated reserves based on new reserve estimates and the previously recorded estimate of reserves is the amount of reserve re-estimates. The resulting increase or decrease in the reserve re-estimates is recorded and included in “Losses and loss adjustment expenses” in the Consolidated Statements of Income. Total reserve re-estimates in 2015, 2014 and 2013, expressed as a percent of the net losses and LAE liability balance as of the beginning of each year, were (0.3%), (0.8%), and (2.7%), respectively. There are inherent uncertainties associated with this estimation process, especially when a company is undergoing changes in its claims settlement practices, or when a company has limited experience in a certain area. However, with the passing of each year, our own trends become more reliable for use in predicting future results, and the confidence in prior accident year estimates grows.years.

Factors Affecting Reserve Estimates

Reserve estimates are developed based on the processes and historical development trends as previously described.discussed in “Item 8 — Note 17 (Liability for Unpaid Losses and Loss Adjustment Expenses)” to the consolidated financial statements. These estimates are considered in conjunction with known facts and interpretations of circumstances and factors including our experience with similar cases, actual claims paid, differing payment patterns and pending levels of unpaid claims, loss management programs, product mix and contractual terms, changes in law and regulation, judicial decisions, and economic conditions. When these types of changes are experienced, actuarial judgment is applied in the determination and selection of development factors in order to better reflect new

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trends or expectations. For example, if a change in law is expected to have a significant impact on the development of claim severity, actuarial judgment is applied to determine appropriate development factors that will most accurately reflect the expected impact on that specific estimate. This example appropriately describes the reserving methodology selection for use in estimating sinkhole liabilities after the passing of legislation, as noted above.in “Item 8 —Note 17 (Liability for Unpaid Losses and Loss Adjustment Expenses)” to the

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consolidated financial statements. Another example would be when a change in economic conditions is expected to affect the cost of repairs to property; actuarial judgment is applied to determine appropriate development factors to use in the reserve estimate that will most accurately reflect the expected impacts on severity development.

As claims are reported, for certain liability claims of sufficient size and complexity, the field adjusting staff establishes case reserve estimates of ultimate cost, based on their assessment of facts and circumstances related to each individual claim. For other claims which occur in large volumes and settle in a relatively short time frame, it is not practical or efficient to set case reserves for each claim, and an initial case reserve of $2,500 is set for these claims. In the normal course of business, we may also supplement our claims processes by utilizing third party adjusters, appraisers, engineers, inspectors, other professionals and information sources to assess and settle catastrophe and non-catastrophe related claims.

Changes in homeowners current year claim severity are generally influenced by inflation in the cost of building materials, the cost of construction and property repair services, the cost of replacing home furnishings and other contents, the types of claims that qualify for coverage, deductibles and other economic and environmental factors. We employ various loss management programs to mitigate the effect of these factors.

Key assumptions that may materially affect the estimate of the reserve for loss and LAE relate to the effects of emerging claim and coverage issues. As industry practices and legal, judicial, social and other environmental conditions change, unexpected and unintended issues related to claim and coverage may emerge. These issues may adversely affect our business by either extending coverage beyond our underwriting intent or by increasing the number or size of claims. Key assumptions that are premised on future emergence that are inconsistent with historical loss reserve development patterns include but are not limited to:

·

adverse changes in loss cost trends, including inflationary pressures in home repair costs;

Adverse changes in loss cost trends, including inflationary pressures in home repair costs;

·

judicial expansion of policy coverage and the impact of new theories of liability; and

Judicial expansion of policy coverage and the impact of new theories of liability; and

·

plaintiffs targeting property and casualty insurers, in purported class action litigation related to claims-handling and other practices.

Plaintiffs targeting property and casualty insurers, in purported class action litigation related to claims-handling and other practices.

As loss experience for the current year develops for each type of loss, it isthe reserves for loss and LAE are monitored relative to initial assumptions until it isthey are judged to have sufficient statistical credibility. From that point in time and forward, reserves are re-estimated using statistical actuarial processes to reflect the impact loss trends have on development factors incorporated into the actuarial estimation processes.

Causes of Reserve Estimate Uncertainty

Since reserves are estimates of the unpaid portions of claims and claims expenses that have occurred, the establishment of appropriate reserves, including reserves for catastrophes, requires regular reevaluation and refinement of estimates to determine ultimate loss and LAE estimates.

At each reporting date, the highest degree of uncertainty in reserve estimates arises from claims remaining to be settled for the current accident year and the most recent preceding accident year, and claims that have occurred but have not been reported. The estimate for the current accident year contains the greatest degree of uncertainty because it contains the greatest proportion of losses that have not been reported or settled but must be estimated as of the current reporting date. During the first year after the end of an accident year, a large portion of the total losses for that accident year are settled. When accident year losses paid through the end of the first year following the initial accident year are incorporated into updated actuarial estimates, the trends inherent in the settlement of claims emerge more clearly. Consequently, this is the point in time at which the largest re-estimates of losses for an accident year can occur. After the second year, the losses paid for the accident year typically relate to claims that are more difficult to settle, such as those involving litigation.

Reserves for Catastrophe Losses

Loss and LAE reserves also include reserves for catastrophe losses. Catastrophe losses are an inherent risk of the property-casualty insurance industry that have contributed, and will continue to contribute, to potentially material year-to-year fluctuations in results of operations and financial position. A catastrophe is an event that produces significant pre-taxinsured losses before reinsurance and involves multiple first party policyholders, or an event that produces a number of claims in excess of a preset, per-event threshold of average claims in a specific area, occurring within a certain amount of time following the event. Catastrophes are commonly caused by various natural events including high winds, tornadoes, wildfires, winter storms, tropical storms and hurricanes.

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events including high winds, tornadoes, wildfires, tropical storms and hurricanes. The nature and level of catastrophes in any period cannot be predicted.

The estimation of claims and claims expense reserves for catastrophes also comprises estimates of losses from reported and unreported claims, primarily for damage to property. In general, estimates for catastrophe reserves are based on claim adjuster inspections and the application of historical loss development factors as described previously.previously and in “Item 8 —Note 17 (Liability for Unpaid Losses and Loss Adjustment Expenses)” to the consolidated financial statements. However, depending on the nature of the catastrophe, as noted above, the estimation process can be further complicated. For example, for hurricanes, complications could include the inability of insureds to be able to promptly report losses, limitations placed on claims adjusting staff affecting their ability to inspect losses, determining whether losses are covered by our homeowners policy (generally for damage caused by wind or wind driven rain), or specifically excluded coverage caused by flood, estimating additional living expenses, andor assessing the impact of demand surge and exposure to mold damage. The effects of numerous other considerations, include the timing of a catastrophe in relation to other events, such as at or near the end of a financial reporting period, which can affect the availability of information needed to estimate reserves for that reporting period. In these situations, practices are adapted to accommodate these circumstances in order to determine a best estimate of losses from a catastrophe.

Key Actuarial Assumptions That Affect the Loss and LAE Estimate

The aggregation of estimates for reported losses and IBNR forms the reserve liability recorded in the Consolidated Balance Sheets.

At any given point in time, the recorded loss reserve represents our best estimate of the ultimate settlement and administration cost of insured claims incurred and unpaid. Since the process of estimating loss reserves requires significant judgment due to a number of variables, such as fluctuations in inflation, judicial decisions, legislative changes and changes in claims handling procedures, ultimate liability may exceed or be less than these estimates. Reserves for losses and LAE are revised as additional information becomes available, and adjustments, if any, are reflected in earnings in the periods in which they are determined.

In selecting development factors and averages described above in The Actuarial Methods Used“Item 8 —Note 17 (Liability for Unpaid Losses and Loss Adjustment Expenses)” to Develop Reserve Estimates”,the consolidated financial statements, due consideration is given to how the historical experience patterns change from one year to the next over the course of several consecutive years of recent history. Predictions surrounding these patterns drive the estimates that are produced by each method, and are based on statistical techniques that follow standard actuarial practices.

In compliance with annual statutory reporting requirements, our appointed independent actuary provides a Statement of Actuarial Opinion (“SAO”) indicating that carried loss and LAE reserves recorded at each annual balance sheet date make a reasonable provision for all of the Insurance Entities’ unpaid loss and LAE obligations under the terms of contracts and agreements with our policyholders. Recorded reserves are compared to the indicated range provided in the actuary’s report accompanying the SAO. At December 31, 2015,2017, the recorded amount for net loss and LAE falls within the range determined by the appointed independent actuaries and approximates their best estimate.

Potential Reserve Estimate Variability

The methods employed by actuaries include a range of estimated unpaid losses, each reflecting a level of uncertainty. Projections of loss and LAE liabilities are subject to potentially large variability in the estimation process since the ultimate disposition of claims incurred prior to the financial statement date, whether reported or not, is subject to the outcome of events that have not yet occurred. Examples of these events include jury decisions, court interpretations, legislative changes, public attitudes, and social/economic conditions such as inflation. Any estimate of future costs is subject to the inherent limitation on one’s ability to predict the aggregate course of future events. It should therefore be expected that the actual emergence of losses and LAE will vary, perhaps materially, from any estimate.

In selecting the range of reasonable estimates, the range of indications produced by the various methods is inspected, the relative strengths and weaknesses of each method are considered, and from those inputs a range of estimates can be selected. For reasons cited above, this range of estimated ultimate losses is typically smaller for older, more mature accident periods and greater for more recent, less mature accident periods. The greatest level of uncertainty is associated with the most recent accident years, and particularly years during which catastrophe events occurred.

The inherent uncertainty associated with our loss and LAE liability is magnified due to our concentration of property business in catastrophe-exposed coastal states, primarily Florida. TheAs an example, the 2004 and 2005 hurricanes created great uncertainty in determining ultimate losses for these natural catastrophes due to issues related to applicability of deductibles, availability and cost of repair services and materials, and other factors. UPCIC experienced unanticipated unfavorable loss development on catastrophe losses from claims related to 2004 and 2005 being reopened and new claims being opened due to public adjusters encouraging policyholders to file new

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claims, and from homeowners’ association assessments related to condominium policies. Due to the inherent uncertainty, the parameters of the loss estimation methodologies are updated on an annual basis as new information emerges.

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Adequacy of Reserve Estimates

We believe our net loss and LAE reserves are appropriately established based on available methodology, facts, technology, laws and regulations. We calculate and record a single best reserve estimate, in conformance with generally accepted actuarial standards, for reported losses and IBNR losses and as a result we believe no other estimate is better than our recorded amount.

We have created a proprietary claims analysis tool Peer-2-Peer (“P2P”) to analyze and calculate reserves to supplement analysis performed by our independent actuaries. P2P is a custom built application that aggregates, analyzes and forecasts reserves based on historical data that spans more than a decade. It identifies historical claims data using same like kind and quality variables that exist in present claims and sets forth appropriate, more accurate reserves on current claims. P2P is utilized by management in reviewing the topography of existing and incoming claims. P2P is analyzed at each quarters’ end and adjustments to reserves are made at an aggregate level when appropriate.

Due to the uncertainties involved, the ultimate cost of losses may vary materially from recorded amounts, which are based on our best estimates. The liability for unpaid losses and LAE at December 31, 20152017 is $98.8$248.4 million.

Deferred Policy Acquisition Costs/Deferred Ceding Commissions

We incur acquisition costs in connection with the production of new and renewal insurance policies thatwhich are referred todeferred and recognized over the life of the underlying insurance policy. Acquisition costs not yet recognized are deferred and reported as policy acquisition costs. Commissions“Deferred Policy Acquisition Costs”. Acquisition costs are commissions and state premium taxes are costs ofincurred in acquiring insurance policies that vary with, and are directly related to the successful production of new and renewal business. These costs are deferred and amortized over the period during which the premiums are earned on the underlying policies. We have collected ceding commissions from certain reinsurers in connection with our use of quota share reinsurance contracts in the past. As discussed above, we eliminated the use of quota share reinsurance effective June 1, 2015.contracts. We estimatedrecord the amount of ceding commissions to be deferred on a basis consistent with the deferral of acquisition costs incurred with the production of the original policies issued andor defer such amounts over the terms of the applicable reinsurance contracts. The deferred ceding commissions were offset against the deferred policy acquisition costs with the net result presented as “deferred policy acquisition costs, net” on our Consolidated Balance Sheets. As of December 31, 2015,2017, deferred policy acquisition costs, net, were $60.0$73.1 million compared to deferred policy acquisition costs net of $25.7$64.9 million as of December 31, 2014.2016.

Provision for Premium Deficiency

We evaluate and recognize losses on insurance contracts when estimated future claims, deferred policy acquisition costs, and maintenance costs under a group of existing policy contracts will exceed anticipated future premiums and investment income. The determination of the provision for premium deficiency requires estimation of the costs of losses, catastrophic reinsurance and policy maintenance to be incurred and investment income to be earned over the remaining policy period. Management has determined that a provision for premium deficiency was not warranted as of December 31, 2015.2017.

Reinsurance

In the normal course of business, we seek to reduce the risk of loss that may arise from catastrophes or other events that cause unfavorable underwriting results by reinsuring certain levels of risk in various areas of exposure with other insurance enterprises or reinsurers. While ceding premiums to reinsurers reduces our risk of exposure in the event of catastrophic losses, it also reduces our potential for greater profits in the event that such catastrophic events do not occur. We believe that the extent of our reinsurance level of protection is typical of, a companyor exceeds, that of our sizeother insurers actively writing in the Florida homeowners’personal residential insurance market. Amounts recoverable from reinsurers are estimated in a manner consistent with the provisions of the reinsurance agreement and consistent with the establishment of our gross liability. The Insurance Entities’ reinsurance policies do not relieve them from their obligations to policyholders. Failure of reinsurers to honor their obligations could result in losses; consequently, allowances are established for amounts deemed uncollectible.uncollectible from reinsurers. No such allowance was deemed necessary as of December 31, 2015.2017.

 



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Results of Operations

year ended December 31, 20152017 COMPARED TO YEAR ENDED DECEMBERDecember 31, 20142016

Net income increased by $33.5$7.5 million, or 45.9%7.6%, to $106.5$106.9 million for the year ended December 31, 20152017 compared to $99.4 million for the year ended December 31, 2014.2016. Net income for the year ended December 31, 2017 included growth within each revenue category, continued underwriting profitability despite the impact from Hurricane Irma during the year, and a reduction in our effective tax rate. Diluted earnings per common share increased by $0.89, or 42.8%,$0.20 to $2.97$2.99 for the year ended December 31, 20152017 compared to $2.79 per share for the year ended December 31, 2014,2016, primarily as a result of an increase in net income.

Theincome and offset by modest increase in net incomeweighted average diluted shares outstanding. A more detailed discussion of $33.5this and other factors follows the table below.

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

Change

 

 

 

2017

 

 

2016

 

 

$

 

 

%

 

PREMIUMS EARNED AND OTHER REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct premiums written

 

$

1,055,886

 

 

$

954,617

 

 

$

101,269

 

 

 

10.6

%

Change in unearned premium

 

 

(56,688

)

 

 

(33,390

)

 

 

(23,298

)

 

 

69.8

%

Direct premium earned

 

$

999,198

 

 

$

921,227

 

 

$

77,971

 

 

 

8.5

%

Ceded premium earned

 

 

(310,405

)

 

 

(288,811

)

 

 

(21,594

)

 

 

7.5

%

Premiums earned, net

 

 

688,793

 

 

 

632,416

 

 

 

56,377

 

 

 

8.9

%

Net investment income (expense)

 

 

13,460

 

 

 

9,540

 

 

 

3,920

 

 

 

41.1

%

Net realized gains (losses) on investments

 

 

2,570

 

 

 

2,294

 

 

 

276

 

 

 

12.0

%

Commission revenue

 

 

21,253

 

 

 

17,733

 

 

 

3,520

 

 

 

19.8

%

Policy fees

 

 

18,838

 

 

 

16,880

 

 

 

1,958

 

 

 

11.6

%

Other revenue

 

 

7,002

 

 

 

6,426

 

 

 

576

 

 

 

9.0

%

Total premiums earned and other revenues

 

 

751,916

 

 

 

685,289

 

 

 

66,627

 

 

 

9.7

%

OPERATING COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

 

350,428

 

 

 

301,229

 

 

 

49,199

 

 

 

16.3

%

General and administrative expenses

 

 

231,004

 

 

 

221,177

 

 

 

9,827

 

 

 

4.4

%

Total operating costs and expenses

 

 

581,432

 

 

 

522,406

 

 

 

59,026

 

 

 

11.3

%

INCOME BEFORE INCOME TAXES

 

 

170,484

 

 

 

162,883

 

 

 

7,601

 

 

 

4.7

%

Income tax expense

 

 

63,549

 

 

 

63,473

 

 

 

76

 

 

 

0.1

%

NET INCOME

 

$

106,935

 

 

$

99,410

 

 

$

7,525

 

 

 

7.6

%

Other comprehensive income (loss), net of taxes

 

 

127

 

 

 

(2,402

)

 

 

2,529

 

 

NM

 

COMPREHENSIVE INCOME

 

$

107,062

 

 

$

97,008

 

 

$

10,054

 

 

 

10.4

%

For the year ended December 31, 2017, our growth in direct premiums written increased by 10.6% overall to $1,055.9 million, or 45.9%including an increase of 7.4% to $924.0 million within Florida and an increase of 40.4% to $131.9 million in our Other States book. Growth within Florida includes both continued organic growth and the positive effect of increased policyholder retention and the associated premium volume surrounding Hurricane Irma (as discussed above in the Recent Developments - Hurricane Irma Overview), while growth in our Other States book includes continued expansion within states where we already had a presence prior to 2017, as well as the addition of two new states during the year (New Jersey and New York).

Direct premiums earned increased by 8.5% to $999.2 million for the year ended December 31, 2017, from $921.2 million in the prior year. The increase in direct earned premium reflects the growth within both our Florida and Other States books, as discussed above, which has occurred over the past 12 months.

Ceded premium earned was $310.4 million for the year ended December 31, 2017, compared to $288.8 million for the year ended December 31, 2016. The increase in ceded earned premiums of $21.6 million is attributable to increased costs associated with our 2017/2018 reinsurance program (which runs from June 1 to May 31 of the following year), reflecting increased ceded exposure from policy growth as well as coverage and limit improvements as compared to the 2016/2017 reinsurance program. Our overall reinsurance spend as a percentage of direct premiums earned held steady at 31% for the year ended December 31, 2017 as compared to the prior year.

Net premiums earned increased by 8.9% to $688.8 million for the year ended December 31, 2017, compared to $632.4 million for the year ended December 31, 2016. The growth was the result of the increase in direct premiums earned and was partially offset by the increase in ceded premium earned, both of which are discussed above.

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Table of Contents

Net investment income was $13.5 million for the year ended December 31, 2017, compared to $9.5 million for the year ended December 31, 2016, representing an increase of 41.1%. The $4.0 million increase in net investment income is principally the result of the increasing size of our investment portfolio, coupled with favorable market trends and actions taken to increase portfolio yield while maintaining high credit quality. Total average investments were $666.3 million with an average credit rating of AA- during the year ended December 31, 2017 compared to $592.6 million with an average credit rating of AA- for the same period in 2016.

We periodically sell investment securities from our portfolio of securities available for sale when opportunities arise or when circumstances could result in greater losses if such securities continue to be held. We sold investment securities available for sale during the year ended December 31, 2017 resulting in a net realized gain of $2.6 million compared to a net realized gain of $2.3 million during the year ended December 31, 2016.

Commission revenue is comprised principally of brokerage commissions we earn from reinsurers on reinsurance placed for the Insurance Entities. For the year ended December 31, 2017, commission revenue grew by $3.6 million, or 19.8%, to $21.3 million, compared to $17.7 million for the year ended December 31, 2016. The increase was the result of overall changes in the structure of the reinsurance programs in effect, the amount of premiums paid for reinsurance on our growing exposures and the types of reinsurance contracts used in each program, as well as a benefit of approximately $2.0 million related to reinstatement premium commissions received by BARC following Hurricane Irma, discussed above in the Recent Developments - Hurricane Irma Overview.

Policy fees are fees collected from policyholders by our wholly-owned managing general agent for business that is written through that subsidiary. Policy fees for the year ended December 31, 2017 grew by $1.9 million, or 11.6% to $18.8 million compared to $16.9 million for the year ended December 31, 2016. The increase was the result of growth in the number of policies written during the year ended December 31, 2017 compared to the same period in 2016.

Other revenue represents revenue from policy installment fees, premium financing and other miscellaneous income. Other revenue for the year ended December 31, 2017 grew by $576,000, or 9.0%, to $7.0 million compared to $6.4 million for the year ended December 31, 2016. The increase reflects growth in the number of policies written during the year ended December 31, 2017 compared to the same period in 2016, as well as consumer behavior underlying the composition of our insurance portfolio.

Losses and LAE, net of reinsurance were $350.4 million for the year ended December 31, 2017 compared to $301.2 million for the same period in 2016 as follows:

 

 

For the Year Ended December 31, 2017

 

 

 

Direct

 

 

Loss Ratio

 

 

Ceded

 

 

Loss Ratio

 

 

Net

 

 

Loss Ratio

 

Premiums earned

 

$

999,198

 

 

 

 

 

 

$

310,405

 

 

 

 

 

 

$

688,793

 

 

 

 

 

Losses and loss adjustment expenses (LAE):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hurricane Irma losses and loss adjustment

   expenses

 

$

446,700

 

 

 

44.7

%

 

$

417,543

 

 

 

134.5

%

 

$

29,157

 

 

 

4.2

%

All other losses and loss adjustment expenses

 

 

332,422

 

 

 

33.3

%

 

 

11,151

 

 

 

3.6

%

 

 

321,271

 

 

 

46.7

%

Total losses and loss adjustment expenses

 

$

779,122

 

 

 

78.0

%

 

$

428,694

 

 

 

138.1

%

 

$

350,428

 

 

 

50.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 2016

 

 

 

Direct

 

 

Loss Ratio

 

 

Ceded

 

 

Loss Ratio

 

 

Net

 

 

Loss Ratio

 

Premiums earned

 

$

921,227

 

 

 

 

 

 

$

288,811

 

 

 

 

 

 

$

632,416

 

 

 

 

 

Losses and loss adjustment expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weather events*

 

$

51,400

 

 

 

5.6

%

 

$

5,300

 

 

 

1.8

%

 

$

46,100

 

 

 

7.3

%

All other losses and loss adjustment

    expenses

 

 

251,636

 

 

 

27.3

%

 

 

(3,493

)

 

 

-1.2

%

 

 

255,129

 

 

 

40.3

%

Total losses and loss adjustment expenses

 

$

303,036

 

 

 

32.9

%

 

$

1,807

 

 

 

0.6

%

 

$

301,229

 

 

 

47.6

%

       *Includes only weather events beyond expected

See “Item 8— Note 17 (Liability for Unpaid Losses and Loss Adjustment Expenses)” for change in liability for unpaid losses and LAE.

During the year ended December 31, 2017, the Company recorded gross losses and LAE of $446.7 million resulting from Hurricane Irma. The Company’s reinsurance program limited losses from Hurricane Irma to $29.2 million, which added 4.2 percentage points to the net losses and LAE ratio for the year ended December 31, 2017. For additional details surrounding Hurricane Irma losses, see

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Table of Contents

Recent Developments - Hurricane Irma Overview discussed above. In addition, the Company experienced approximately $2.4 million of gross losses and loss adjustment expenses related to hailstorms in Minnesota that occurred in June/July of 2017, for which the Company ultimately recorded only $1.0 million of net losses and LAE. This recovery was a result of aggregate loss clauses within our reinsurance program triggered by Hurricane Irma. Weather events in 2016 were comprised of a series of severe storms in the first quarter, as well as the impact of Hurricane Hermine in the third quarter and Hurricane Matthew in the fourth quarter.

In the fourth quarter of 2017, the Company recorded reserve of $44.7 million for the reserve strengthening comprised of 1) $26.4 million for unfavorable prior year reserve development related to accident years 2013, 2015 and 2016 and 2) $18.3 million for unfavorable development for the 2017 accident year. Each year reserve re-estimates, as described in “Item 8-Note 17 (Liability for Unpaid Losses and Loss Adjustment Expenses)”, are conducted and the difference between indicated reserves based on new reserve estimates and the previously recorded estimate is recorded and included in “Losses and loss adjustment expenses” in the Consolidated Statements of Income. An AOB is a document signed by a policyholder that allows a third party to be paid for services performed for an insured homeowner who would normally be reimbursed by the insurance company directly after making a claim. The Company has generally seen an increase in the use of AOB’s by Florida policyholders. Claims paid under an AOB often involve unnecessary litigation and as a result cost the Company significantly more than claims settled when an AOB is not involved. Reserve re-estimates in 2017 resulted in unfavorable prior year reserve development of $27.7 million, compared to favorable prior year reserve development of $4.7 million in 2016. Unfavorable prior year loss reserve development in 2017 related to accident years 2013, 2015, and 2016, primarily as a result of increased litigation frequency surrounding the AOB issue within our Florida policies.

All other losses and loss adjustment expenses on a net basis were $321.3 million for the year ended December 31, 2017, compared to $255.1 million during the same period in 2016. The increase reflects increased losses due to growth in exposures and an increase in the losses and LAE ratio excluding Hurricane Irma of 6.4 percentage points when compared to calendar year 2016 as presented in the table above. The 6.4 percentage point increase reflects prior accident year reserve development accounting 4.0 percentage points, continued geographic expansion into states outside of Florida where non-catastrophe loss ratios are generally higher than in Florida, and the marketplace dynamics inside of Florida including increased challenges faced by insurers when policyholders assign benefits underlying their policies to third parties and the growth in litigation arising from these assignments.

For the year ended December 31, 2017, general and administrative expenses were $231.0 million, compared to $221.2 million for the same period in 2016 as detailed below (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

Change

 

 

2017

 

 

2016

 

 

$

 

 

%

 

 

$

 

 

Ratio

 

 

$

 

 

Ratio

 

 

 

 

 

 

 

 

 

Premiums earned, net

$

688,793

 

 

 

 

 

 

$

632,416

 

 

 

 

 

 

$

56,377

 

 

 

8.9

%

General and administrative expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Policy acquisition costs

 

138,846

 

 

 

20.2

%

 

 

125,979

 

 

 

19.9

%

 

 

12,867

 

 

 

10.2

%

Other operating costs

 

92,158

 

 

 

13.3

%

 

 

95,198

 

 

 

15.1

%

 

 

(3,040

)

 

 

(3.2

%)

Total general and administrative expenses

$

231,004

 

 

 

33.5

%

 

$

221,177

 

 

 

35.0

%

 

$

9,827

 

 

 

4.4

%

For the year ended December 31, 2017, general and administrative expenses increased by $9.8 million, or 4.4% to $231.0 million, driven by an increase in policy acquisition costs of $12.9 million, or 10.2%, and which was partially offset by a decrease in other operating costs of $3.0 million, or 3.2%. The increase in policy acquisition costs primarily reflects the growth in premium volume described above but also includes an increase in the amount of bonus commissions paid to independent agents for achieving certain levels of premium production and retention. Other operating costs decreased $3.0 million primarily driven by decrease in insurance cost, legal and consulting. The operating expense ratio improved as result of economies of scale.

Income tax expense for the year ended December 31, 2017 increased by $0.1 million, or 0.1%, to $63.5 million as compared to $63.5 million for the year ended December 31, 2016. See “Item 8—Note 12 (Income Taxes)” for a reconciliation from the statutory income tax rates to our effective tax rates for these periods.

Comprehensive income includes net income and other comprehensive income or loss. Other comprehensive income, net of taxes for the year ended December 31, 2017 was $0.1 million compared to a loss of $2.4 million for the same period in 2016. Other comprehensive income (loss) represents after tax changes to equity which are not recognized in net income, including changes in the fair value of securities available for sale held in our investment portfolio and any reclassifications out of cumulative other comprehensive income for securities sold.See “Item 8—Note 14 (Other Comprehensive Income (Loss)).”


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Table of Contents

YEAR ended December 31, 2016 COMPARED TO YEAR ENDED DECEMBER 31, 2015

Net income decreased by $7.1 million, or 6.6%, to $99.4 million for the year ended December 31, 2016 compared to the year ended December 31, 2014 reflects an increase2015. Net income was impacted by $51.4 million in net earned premiums, net investment income, commissionsgross losses and policy fees. TheseLAE associated with weather events occurring in 2016. Weather events in 2016 were partially offset bycomprised of a decreaseseries of severe storms in realized gains from investments sold from our portfoliothe first quarter of investments available-for-sale2016 and an increasethen the impact of two hurricanes in operating expenses. The2016, Hermine in the third quarter and Matthew in the fourth quarter. Premium growth and the elimination of our quota share reinsurance contracts iseffective June 1, 2015, and a lower expense ratio are significant factorfactors behind our results. A more detailed discussion of these factors follows the table below.

The following table summarizes changes in each component of our Consolidated Statements of Income2016 results and Comprehensive Incomecomparison to prior years periods. Diluted earnings per common share decreased by $0.18, or 6.0%, to $2.79 for the year ended December 31, 20152016 compared to $2.97 per share the year ended December 31, 2014 (in thousands):

 

 

Year Ended December 31,

 

 

Change

 

 

 

2015

 

 

2014

 

 

$

 

 

%

 

PREMIUMS EARNED AND OTHER REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct premiums written

 

$

883,409

 

 

$

789,577

 

 

$

93,832

 

 

 

11.9

%

Ceded premiums written

 

 

(256,961

)

 

 

(399,730

)

 

 

142,769

 

 

 

-35.7

%

Net premiums written

 

 

626,448

 

 

 

389,847

 

 

 

236,601

 

 

 

60.7

%

Change in net unearned premium

 

 

(122,449

)

 

 

(62,970

)

 

 

(59,479

)

 

 

94.5

%

Premiums earned, net

 

 

503,999

 

 

 

326,877

 

 

 

177,122

 

 

 

54.2

%

Net investment income (expense)

 

 

5,155

 

 

 

2,375

 

 

 

2,780

 

 

 

117.1

%

Net realized gains (losses) on investments

 

 

1,060

 

 

 

5,627

 

 

 

(4,567

)

 

 

-81.2

%

Commission revenue

 

 

14,870

 

 

 

14,205

 

 

 

665

 

 

 

4.7

%

Policy fees

 

 

15,440

 

 

 

13,982

 

 

 

1,458

 

 

 

10.4

%

Other revenue

 

 

6,020

 

 

 

6,210

 

 

 

(190

)

 

 

-3.1

%

Total premiums earned and other revenues

 

 

546,544

 

 

 

369,276

 

 

 

177,268

 

 

 

48.0

%

OPERATING COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

 

187,739

 

 

 

123,275

 

 

 

64,464

 

 

 

52.3

%

General and administrative expenses

 

 

183,782

 

 

 

118,397

 

 

 

65,385

 

 

 

55.2

%

Total operating costs and expenses

 

 

371,521

 

 

 

241,672

 

 

 

129,849

 

 

 

53.7

%

INCOME BEFORE INCOME TAXES

 

 

175,023

 

 

 

127,604

 

 

 

47,419

 

 

 

37.2

%

Income tax expense

 

 

68,539

 

 

 

54,616

 

 

 

13,923

 

 

 

25.5

%

NET INCOME

 

$

106,484

 

 

$

72,988

 

 

$

33,496

 

 

 

45.9

%

Other comprehensive income (loss), net of taxes

 

 

(2,171

)

 

 

(1,459

)

 

 

(712

)

 

 

48.8

%

COMPREHENSIVE INCOME

 

$

104,313

 

 

$

71,529

 

 

$

32,784

 

 

 

45.8

%

The following discussion provides comparative information for significant changes to the components2015, as a result of a decrease in net income and comprehensive income for 2015 compared to 2014.a slight decrease in weighted average shares outstanding (diluted). A more detailed discussion of this and other factors follows the table below.

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

Change

 

 

 

2016

 

 

2015

 

 

$

 

 

%

 

PREMIUMS EARNED AND OTHER REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct premiums written

 

$

954,617

 

 

$

883,409

 

 

$

71,208

 

 

 

8.1

%

Change in unearned premium

 

 

(33,390

)

 

 

(46,617

)

 

 

13,227

 

 

 

-28.4

%

Direct premiums earned

 

 

921,227

 

 

 

836,792

 

 

 

84,435

 

 

 

10.1

%

Ceded premiums earned

 

 

(288,811

)

 

 

(332,793

)

 

 

43,982

 

 

 

-13.2

%

Premiums earned, net

 

 

632,416

 

 

 

503,999

 

 

 

128,417

 

 

 

25.5

%

Net investment income (expense)

 

 

9,540

 

 

 

5,155

 

 

 

4,385

 

 

 

85.1

%

Net realized gains (losses) on investments

 

 

2,294

 

 

 

1,060

 

 

 

1,234

 

 

 

116.4

%

Commission revenue

 

 

17,733

 

 

 

14,870

 

 

 

2,863

 

 

 

19.3

%

Policy fees

 

 

16,880

 

 

 

15,440

 

 

 

1,440

 

 

 

9.3

%

Other revenue

 

 

6,426

 

 

 

6,020

 

 

 

406

 

 

 

6.7

%

Total premiums earned and other revenues

 

 

685,289

 

 

 

546,544

 

 

 

138,745

 

 

 

25.4

%

OPERATING COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

 

301,229

 

 

 

187,739

 

 

 

113,490

 

 

 

60.5

%

General and administrative expenses

 

 

221,177

 

 

 

183,782

 

 

 

37,395

 

 

 

20.3

%

Total operating costs and expenses

 

 

522,406

 

 

 

371,521

 

 

 

150,885

 

 

 

40.6

%

INCOME BEFORE INCOME TAXES

 

 

162,883

 

 

 

175,023

 

 

 

(12,140

)

 

 

-6.9

%

Income tax expense

 

 

63,473

 

 

 

68,539

 

 

 

(5,066

)

 

 

-7.4

%

NET INCOME

 

$

99,410

 

 

$

106,484

 

 

$

(7,074

)

 

 

-6.6

%

Other comprehensive income (loss), net of taxes

 

 

(2,402

)

 

 

(2,171

)

 

 

(231

)

 

 

10.6

%

COMPREHENSIVE INCOME

 

$

97,008

 

 

$

104,313

 

 

$

(7,305

)

 

 

-7.0

%

Premium earned, net in the current period reflectsincludes premium written over the past 12 months and any changes in rates or policy count during that time. NetPremiums earned, premiumsnet were $632.4 million for the year ended December 31, 2016, compared to $504.0 million for the year ended December 31, 2015, compared to $326.9 million for the year ended December 31, 2014.2015. The increase in net earned premiums of $177.1$128.4 million, or 54.2%25.5%, reflectsincludes an increase in direct earned premiums of $59.5$84.4 million and a decrease in ceded earned premiums of $117.6$44.0 million. The increase in direct earned premium reflectsincludes organic growth in all states during 20152016 as well as rate changes in Florida that took effect over the past twelve months. Direct written premiums increased $71.2 million or 8.1% which was made up of an increase in 2015. Specifically, UPCIC received approval fromFlorida business of $42.9 million or 5.3% over the FLOIR for rate changes for its homeownersprior year and dwelling fire programs within Florida. The rate changes are expected to resultdirect written premiums in an average increase of approximately 2.2% statewide for UPCIC’s homeowners program, effective April 15, 2015 for new business and May 25, 2015 for renewal business, and 4.9% for UPCIC’s dwelling fire program, effective April 20, 2015 for new business and June 5, 2015 for renewal business.other states increased $28.3 million or 43.0% over the prior year.

The decrease in ceded earned premiums is attributable to the reduction and ultimate elimination of quota share reinsurance.  Our reinsurance programs run from June 1 to May 31 of the following year. In June 2014, we reduced our quota share cession rate from

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Table of Contents

45% in our 2013-2014 reinsurance program to 30% in our 2014-2015 reinsurance program. In June 2015, we eliminated the quota share in our 2015-2016 reinsurance program.  The termination of our quota share reinsurance agreementon a cut off basis. Ceded earned quota share premiums in 2015 was done onwere $97.5 million and none in 2016 as a cut-off basis resultingresult of the termination of the quota share. Ceded earned premiums relating to our catastrophe reinsurance program were $235.3 million in 2015 compared to $288.8 million in 2016. The increase in the return of $128.3 million of unearned ceded premium at June 1, 2015 and $36.7 million of ceded unearned commissions at June 1, 2015.  As discussed above in “—Overview,” we have taken what we believe to be prudent measures leadingearned premiums relating to our decisioncatastrophe reinsurance program relate to eliminate quota share reinsurance.  coverage and limit improvements over 2015.

Net investment income was $9.5 million for the year ended December 31, 2016, an increase of 85.1%, compared to $5.2 million for the year ended December 31, 2015, compared to $2.4 million for the year ended December 31, 2014. Net investment income is generated primarily from our investment portfolio of securities available for sale, short-term investments, cash and cash equivalents, and investment real estate.2015. The increase in net investment income of $4.4 million is principally the result of increases in our investments fundedfixed income investment portfolio fueled by cash flows generated from operations and actions taken to rebalance our portfolio. Invested assets increased 27.2% to $689.1increase yield by investing these new funds along with maturities in higher yield securities while maintaining high credit quality. Total average investments were $592.6 million atduring the year ended December 31, 20152016 compared to $541.6$470.4 million at December 31, 2014.  Also, management rebalancedin the fixed maturities (bonds) portfolio by selling lower yielding investments and reinvesting cash and maturities into fixed income investments with longer maturities resultingsame period in an increase in yield.2015.

Management sells investment securities from its portfolio

56


Table of securities available for sale from time to time when opportunities arise. Contents

We sold investment securities available for sale during the year ended December 31, 2015,2016 resulting in a net realized gain of $1.1$2.3 million compared to a net realized gain of $5.6$1.1 million during the year ended December 31, 2014.2015.

Commission revenue is comprised principally of brokerage commissions we earn from reinsurers on reinsurance placed for the Insurance Entities. For the year ended December 31, 2016 commission revenue was $17.7 million, compared to $14.9 million for the year ended December 31, 2015. The increase in commission revenue of $2.9 million, or 19.3%, was the result of overall changes in the structure of the reinsurance programs in effect during the year ended December 31, 2016, compared to the year ended December 31, 2015, including an increase in our exposures covered by reinsurance.

Policy fees for the year ended December 31, 2015,2016, were $15.4$16.9 million compared to $14.0$15.4 million for the same period in 2014.2015. The increase of $1.4 million, or 10.4%9.3%, was the result of an increase in policies written during the year ended December 31, 2016 compared to the same period in 2015.

Other revenue for the year ended December 31, 2016 was $6.4 million compared to $6.0 million for the same period in 2015. Other revenue represents revenue from policy countinstallment fees, premium financing and other miscellaneous income. The increase of $406 thousand, or 6.7% reflects an increase in the number of policies written during 2015.the year ended December 31, 2016 compared to the same period in 2015 and consumer behavior underlying the composition of our insurance portfolio.

Losses and LAE, net of reinsurance were $187.7$301.2 million for the year ended December 31, 20152016 compared to $123.3$187.7 million for the same period in 2014. The increase2015 as follows:

 

 

For the Year Ended December 31, 2016

 

 

 

Direct

 

 

Loss Ratio

 

 

Ceded

 

 

Loss Ratio

 

 

Net

 

 

Loss Ratio

 

Premiums earned

 

$

921,227

 

 

 

 

 

 

$

288,811

 

 

 

 

 

 

$

632,416

 

 

 

 

 

Losses and loss adjustment expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

$

251,636

 

 

 

27.3

%

 

$

(3,493

)

 

 

-1.2

%

 

$

255,129

 

 

 

40.3

%

Weather events*

 

 

51,400

 

 

 

5.6

%

 

 

5,300

 

 

 

1.8

%

 

 

46,100

 

 

 

7.3

%

Total losses and loss adjustment expenses

 

$

303,036

 

 

 

32.9

%

 

$

1,807

 

 

 

0.6

%

 

$

301,229

 

 

 

47.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 2015

 

 

 

Direct

 

 

Loss Ratio

 

 

Ceded

 

 

Loss Ratio

 

 

Net

 

 

Loss Ratio

 

Premiums earned

 

$

836,792

 

 

 

 

 

 

$

332,793

 

 

 

 

 

 

$

503,999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total losses and loss adjustment expenses

 

$

214,491

 

 

 

25.6

%

 

$

26,752

 

 

 

8.0

%

 

$

187,739

 

 

 

37.2

%

* Includes only weather events beyond expected.

See “Item 8— Note 17 (Liability for Unpaid Losses and Loss Adjustment Expenses)” for change in netliability for unpaid losses and LAE.

On a direct basis, loss and LAE increased $88.5 million year over year principally as a result of weather events occurring in 2016 ($51.4 million), coupled with increased losses and LAE as a result of $64.4increases in premiums earned ($23.0 million) and increased losses and LAE related to the current year. Weather events in 2016 were comprised of a series of severe storms in the first quarter of 2016 and then the impact of two hurricanes in 2016, Hermine in the third quarter and Matthew in the fourth quarter. Ceded losses in 2016 were down $24.9 million primarily resulted from the eliminationprincipally as a result of the 30%termination of the quota share reinsurance agreement effective June 1, 2015 as discussedin 2015. As a result of the above, and to a lesser extent to the growth in exposure. The net loss and LAE ratios, or net losses and LAE as a percentage of net earned premiums, were 37.2%47.6% and 37.7%37.2% during the years ended December 31, 2016 and 2015, respectively.

Each year reserve re-estimates, as described in “Item 8-Note 17 (Liability for Unpaid Losses and 2014, respectively.  The improvementLoss Adjustment Expenses)”, are conducted and the difference between indicated reserves based on new reserve estimates and the previously recorded estimate is recorded and included in “Losses and loss adjustment expenses” in the net lossConsolidated Statements of Income. Reserve re-estimates in 2016 and LAE ratio from 2014 to 2015 was the resultresulted in favorable development of lower reinsurance costs in 2015 relative to earned premiums.  Losses$4.7 million and LAE were comprised of the following components (in thousands):$0.3 million, respectively.

 

 

 

For the year ended December 31, 2015

 

 

 

Direct

 

 

Ceded

 

 

Net

 

Loss and loss adjustment expenses

 

$

214,491

 

 

$

26,752

 

 

$

187,739

 

Premiums earned

 

$

836,792

 

 

$

332,793

 

 

$

503,999

 

Loss & LAE ratios

 

 

25.6

%

 

 

8.0

%

 

 

37.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2014

 

 

 

Direct

 

 

Ceded

 

 

Net

 

Loss and loss adjustment expenses

 

$

199,181

 

 

$

75,906

 

 

$

123,275

 

Premiums earned

 

$

777,317

 

 

$

450,440

 

 

$

326,877

 

Loss & LAE ratios

 

 

25.6

%

 

 

16.9

%

 

 

37.7

%

See “Item 8—Note 5 (Insurance Operations)” for change in liability for unpaid losses and LAE.

For the year ended December 31, 2015,2016, general and administrative expenses were $183.8$221.2 million, compared to $118.4$183.8 million for the same period in 2014.2015 as follows (dollars in thousands):

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Table of Contents

 

For the Years Ended December 31,

 

 

Change

 

 

2016

 

 

2015

 

 

$

 

 

%

 

 

$

 

 

Ratio

 

 

$

 

 

Ratio

 

 

 

 

 

 

 

 

 

Premiums earned, net

$

632,416

 

 

 

 

 

 

$

503,999

 

 

 

 

 

 

$

128,417

 

 

 

25.5

%

General and administrative expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Policy acquisition costs

 

125,979

 

 

 

19.9

%

 

 

88,218

 

 

 

17.5

%

 

 

37,761

 

 

 

42.8

%

Other operating costs

 

95,198

 

 

 

15.1

%

 

 

95,564

 

 

 

19.0

%

 

 

(366

)

 

 

(0.4

%)

Total general and administrative expenses

$

221,177

 

 

 

35.0

%

 

$

183,782

 

 

 

36.5

%

 

$

37,395

 

 

 

20.3

%

For the year ended December 31, 2016, general and administrative expenses were $221.2 million, compared to $183.8 million for the same period in 2015. The overall net increase in general and administrative expenses of $65.4$37.4 million, or 55.2%20.3%, includes ana $37.5 million increase in acquisitions costs, a $7.0 million increase in other operating costs and a $7.1 million decrease in stock-based compensation. The increase in acquisition and operating costs were incurred to support the increase of $54.4 millionpolicies in the amortization of deferred policyforce. The increase in acquisition costs net, resulting mostly fromalso reflects the absence, during 2016, of ceding commission subsequent to the elimination of quota share reinsurance effectivein June 1, 2014. We also had an increase2015. The expense ratio-net or general and administrative expenses as a percentage of $5.0 millionnet earned premiums, was 35.0% for the year ended December 31, 2016 compared to 36.5% for the same period in 2015. The decrease in the amountexpense ratio resulted from the economies of scale caused by our higher premium volume as compared to the prior period and a reduction in stock-based compensation, partially offset by an increase in bonusesnet acquisition costs resulting from the absence of $3.6 million, and an increase of $2.4 millionceding commission in other remaining expenses combined.2016.

Income taxes increaseddecreased by $13.9$5.1 million, or 25.5%7.4% primarily as a result of an increasea decrease in income before income taxes. The effective tax rate decreased to 39.2%39.0% from 42.8%39.2% for the years ended December 31, 20152016 and 2014,2015, respectively. See “Item 8—Note 12 (Income Taxes)” for a reconciliation from the statutory income tax rates to our effective tax rates for these periods.

Comprehensive income includes net income and other comprehensive income or loss. The other comprehensive loss for the years ended December 31, 20152016 and 2014,2015, reflect after tax changes in fair value of securities held in our portfolio of securities available for sale and reclassification out of cumulative other comprehensive income for securities sold. See “Item 8—Note 14 (Other Comprehensive Income (Loss)).”

 


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Table of Contents

YEAR ended December 31, 2014 COMPARED TO YEAR ENDED DECEMBER 31, 2013

Net income increased by $14.0 million, or 23.8%, to $73.0 million for the year ended December 31, 2014 compared to the year ended December 31, 2013. Diluted earnings per common share increased by $0.52, or 33.3%, to $2.08 for the year ended December 31, 2014 compared to the year ended December 31, 2013, as a result of an increase in net income and cumulative share repurchases since December 31, 2013.

The increase in net income of $14.0 million, or 23.8%, for the year ended December 31, 2014 compared to the year ended December 31, 2013 reflects an increase in net earned premiums, the absence of trading losses generated in the first quarter of 2013, and an increase in realized gains from investments sold from our portfolio of investments available-for-sale. These were partially offset by a decrease in commissions and an increase in operating expenses. The reduction in the cession rate of our quota share reinsurance contracts is a significant factor behind our results. A more detailed discussion of these factors follows the table below.

The following table summarizes changes in each component of our Consolidated Statements of Income and Comprehensive Income for the year ended December 31, 2014 compared to the year ended December 31, 2013 (in thousands):  

 

 

Year Ended December 31,

 

 

Change

 

 

 

2014

 

 

2013

 

 

$

 

 

%

 

PREMIUMS EARNED AND OTHER REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct premiums written

 

$

789,577

 

 

$

783,894

 

 

$

5,683

 

 

 

0.7

%

Ceded premiums written

 

 

(399,730

)

 

 

(522,116

)

 

 

122,386

 

 

 

-23.4

%

Net premiums written

 

 

389,847

 

 

 

261,778

 

 

 

128,069

 

 

 

48.9

%

Change in net unearned premium

 

 

(62,970

)

 

 

5,877

 

 

 

(68,847

)

 

NM

 

Premiums earned, net

 

 

326,877

 

 

 

267,655

 

 

 

59,222

 

 

 

22.1

%

Net investment income (expense)

 

 

2,375

 

 

 

1,928

 

 

 

447

 

 

 

23.2

%

Net realized gains (losses) on investments

 

 

5,627

 

 

 

(14,740

)

 

 

20,367

 

 

NM

 

Net change in unrealized gains (losses) on investments

 

 

 

 

 

7,850

 

 

 

(7,850

)

 

 

-100.0

%

Commission revenue

 

 

14,205

 

 

 

18,615

 

 

 

(4,410

)

 

 

-23.7

%

Policy fees

 

 

13,982

 

 

 

13,661

 

 

 

321

 

 

 

2.3

%

Other revenue

 

 

6,210

 

 

 

6,190

 

 

 

20

 

 

 

0.3

%

Total premiums earned and other revenues

 

 

369,276

 

 

 

301,159

 

 

 

68,117

 

 

 

22.6

%

OPERATING COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

 

123,275

 

 

 

108,615

 

 

 

14,660

 

 

 

13.5

%

General and administrative expenses

 

 

118,397

 

 

 

91,988

 

 

 

26,409

 

 

 

28.7

%

Total operating costs and expenses

 

 

241,672

 

 

 

200,603

 

 

 

41,069

 

 

 

20.5

%

INCOME BEFORE INCOME TAXES

 

 

127,604

 

 

 

100,556

 

 

 

27,048

 

 

 

26.9

%

Income tax expense

 

 

54,616

 

 

 

41,579

 

 

 

13,037

 

 

 

31.4

%

NET INCOME

 

$

72,988

 

 

$

58,977

 

 

$

14,011

 

 

 

23.8

%

Other comprehensive income (loss), net of taxes

 

 

(1,459

)

 

 

(376

)

 

 

(1,083

)

 

 

288.0

%

COMPREHENSIVE INCOME

 

$

71,529

 

 

$

58,601

 

 

$

12,928

 

 

 

22.1

%

NM – Not meaningful.


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Table of Contents

The following discussion provides comparative information for significant changes to the components of net income and comprehensive income for 2014 compared to 2013.

Net earned premiums were $326.9 million for the year ended December 31, 2014, compared to $267.7 million for the year ended December 31, 2013. The increase in net earned premiums of $59.2 million, or 22.1%, reflects a decrease in ceded earned premiums of $70.4 million, partially offset by a decrease in direct earned premiums of $11.2 million. Premium earned in the current period reflects premium written over the past 12 months and any changes in rates or policy count during that time. The decrease in ceded earned premiums is attributable to lower reinsurance costs with the 2013-2014 and 2014-2015 reinsurance programs reflected in the results for 2014 compared to the costs of the 2012-2013 and 2013-2014 reinsurance programs reflected in the results for 2013. In our 2014-2015 reinsurance program, we reduced the rate of quota share ceded premium from 45% in our 2012-2013 and 2013-2014 reinsurance programs to 30%. This reduction is reflected in the results beginning in the month of June 2014. The decrease in direct earned premiums is due primarily to a reduction in the number of policies in force in Florida through May 2014, and rate decreases for new business and renewals in Florida which went into effect in January and March 2014, respectively.

In the first quarter of 2013, we liquidated 100% of the equity securities that were held in our trading portfolio resulting in net losses of $8.2 million. Since April of 2014, we hold certain investments in a portfolio available for sale with changes in fair value reflected in stockholders’ equity with the exception of any other than temporary impairments which would be reflected in earnings. See “Item 8—Note 3 (Investments)” for the composition of our portfolio as of December 31, 2014.

We sold investment securities available for sale during the year ended December 31, 2014, resulting in a net realized gain of $5.6 million. We took the opportunity throughout 2014 to realize gains ahead of potential volatility in the equity markets. These realized gains will be applied to capital loss carryforwards for state income taxes. For the year ended December 31, 2013, we realized net losses on investments of $14.7 million, reflecting the underlying market conditions as we liquidated one hundred percent of the equity securities held in our trading portfolio during March 2013.

The decrease of $7.9 million in the net change in unrealized gains for the year ended December 31, 2014 compared to the same period in 2013 reflects the absence of investment securities held in a trading portfolio during the year ended December 31, 2014. The investment securities held during the year ended December 31, 2014 were available for sale with changes in fair value recorded in equity. The majority of the net change in unrealized gains on investments for the year ended December 31, 2013 reflects the reversal of unrealized losses on investments held at December 31, 2012 and sold during the three months ended March 31, 2013 as we liquidated one hundred percent of the equity securities held in the trading portfolio through March 31, 2013.

Commission revenue is comprised principally of brokerage commissions we earn from reinsurers. For the year ended December 31, 2014, commission revenue was $14.2 million, compared to $18.6 million for the year ended December 31, 2013. The decrease in commission revenue of $4.4 million, or 23.7%, was the result of a decrease in the cost of certain reinsurance contracts upon which brokerage commissions are earned as well as overall changes in the structure of the reinsurance programs in effect during the year ended December 31, 2014 compared to the year ended December 31, 2013, including the reduction in the rate of quota share ceded premium from 45% to 30% as described above.

Losses and LAE were $123.3 million for the year ended December 31, 2014 compared to $108.6 million for the same period in 2013. The increase in net losses and LAE of $14.7 million is driven by the decrease in the amount of loss and LAE ceded to reinsurers under our quota share reinsurance contracts effective with the 2014-2015 reinsurance program discussed above. The net loss and LAE ratios, or net losses and LAE as a percentage of net earned premiums, were 37.7% and 40.6% during the years ended December 31, 2014 and 2013, respectively, and were comprised of the following components (in thousands):

 

 

For the year ended December 31, 2014

 

 

 

Direct

 

 

Ceded

 

 

Net

 

Loss and loss adjustment expenses

 

$

199,181

 

 

$

75,906

 

 

$

123,275

 

Premiums earned

 

$

777,317

 

 

$

450,440

 

 

$

326,877

 

Loss & LAE ratios

 

 

25.6

%

 

 

16.9

%

 

 

37.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2013

 

 

 

Direct

 

 

Ceded

 

 

Net

 

Loss and loss adjustment expenses

 

$

216,852

 

 

$

108,237

 

 

$

108,615

 

Premiums earned

 

$

788,477

 

 

$

520,822

 

 

$

267,655

 

Loss & LAE ratios

 

 

27.5

%

 

 

20.8

%

 

 

40.6

%

See “Item 8—Note 5 (Insurance Operations)” for change in liability for unpaid losses and LAE.

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Table of Contents

For the year ended December 31, 2014, general and administrative expenses were $118.4 million, compared to $92.0 million for the same period in 2013. The overall increase in general and administrative expenses of $26.4 million, or 28.7%, includes an increase of $11.8 million in the amortization of net deferred policy acquisition costs resulting mostly from changes with the 2014-2015 reinsurance program including a reduction in the rate of ceded premium from 45% to 30% in our quota share contracts. We also had an increase of $5.9 million in the amount of stock-based compensation, an increase in bonuses of $2.6 million, an increase of $2.0 million in advertising and promotional expenses and an increase of $2.8 million in other remaining expenses combined. Also, our recovery of FIGA assessments declined by $4.8 million as compared to prior year. FIGA assessments are initially charged to insurance companies, which then are allowed to recover the assessed amounts from their policyholders. UPCIC recovered the vast majority of its most recent FIGA assessment over a 12-month period ending in early February 2014. We therefore recovered more of the assessment in 2013 than in 2014 due to the timing of the initial assessment and the associated recovery period. These increases were partially offset by a reduction of $2.4 million related to insurance premiums paid for UVE-level coverage, most of which is related to catastrophe-linked insurance and a reduction of $1.1 million in regulatory fees.

Income taxes increased by $13.0 million, or 31.3% primarily as a result of an increase in income before income taxes. The effective tax rate increased to 42.8% for the year ended December 31, 2014 from 41.3% for the same period in 2013 primarily from an increase in the amount of non-deductible expenses including certain compensation.

Comprehensive income includes net income and other comprehensive income or loss. The other comprehensive loss for the years ended December 31, 2014 and 2013, reflect after tax changes in fair value of securities held in our portfolio of securities available for sale and reclassification out of cumulative other comprehensive income for securities sold. See “Item 8—Note 14 (Other Comprehensive Income (Loss)).”

ANALYSIS OF FINANCIAL CONDITION CHANGESAS OF DECEMBER 31, 2017 COMPARED TO DECEMBER 31, 2016

We believe that cash flows generated from operations will be sufficient to meet our working capital requirements for at least the next twelve months. Our policy is to invest amounts considered to be in excess of those retained for claims-paying obligations andcurrent working capital requirements.

The following table summarizes, by type, the carrying values of investments as of the dates presented (in thousands):

 

 

As of December 31,

 

 

As of December 31,

 

Type of Investment

 

2015

 

 

2014

 

 

2017

 

 

2016

 

Fixed maturities

 

$

416,083

 

 

$

353,949

 

 

$

639,334

 

 

$

584,361

 

Equity securities

 

 

42,214

 

 

 

19,642

 

 

 

62,215

 

 

 

50,803

 

Short-term investments

 

 

25,021

 

 

 

49,990

 

 

 

10,000

 

 

 

5,002

 

Investment real estate, net

 

 

6,117

 

 

 

 

 

 

18,474

 

 

 

11,435

 

Total

 

$

489,435

 

 

$

423,581

 

 

$

730,023

 

 

$

651,601

 

 

See “Item 8—Consolidated Statements of Cash Flows” for explanations of changes in investments.

Prepaid reinsurance premiums represent the portion of unearned ceded written premium that will be earned pro rata in the future. The decreaseincrease of $75.8$8.4 million to $114.7$132.8 million as of December 31, 20152017 was due primarily to the elimination of quota shareceded written premium for increased reinsurance costs relating to our 2017-2018 catastrophe reinsurance program beginning June 1, 2015.2017.

Reinsurance recoverable represents cededthe estimated amount of losses and LAE.LAE that are recoverable from reinsurers. The decreaseincrease of $32.3$182.3 million to $22.9$182.4 million as of December 31, 20152017 was primarily due to the reduction in the losses and LAE we ceded to quota share reinsurers and also due to the timing of settlements and amounts available for right of offset with our reinsurers.Hurricane Irma.

ReinsurancePremiums receivable, net represents inuringamounts receivable from policyholders. The increase in premiums receivable, net of ceded premiums payable with our quota share reinsurer. The decrease of $7.1$2.7 million to $0.4$56.5 million as of December 31, 2015 was primarily due2017 relates to both the eliminationgrowth in and seasonality of quota share reinsurance beginning June 1, 2015.the Company’s business.

Deferred policy acquisition costs increased $8.1 million to $73.1 million as of December 31, 2017, which is in line with the underlying premium growth. See “Item 8—8 — Note 5 (Insurance Operations)” for a roll-forward in the balance of our deferred policy acquisition costs and our unpaid losses and LAE.costs.

Property and equipment increased by $9.8 million to $27.1 million as of December 31, 2015 primarily from the purchases of real estate, automobiles and building improvements.  

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Table of Contents

 

Income taxes recoverable representincreased $6.2 million to $9.5 million as of December 31, 2017, from $3.3 million as of December 31, 2016. The increase represents amounts due from taxing jurisdictions within one year and arise when taxincome taxes payments exceed taxable income.income tax liabilities. Income taxes recoverable of $5.4 million and $5.7 million as of December 31, 2015 and 2014, respectively, represent2017 were $9.5 million, which represents amounts recoverable primarilyor to be applied to future periods for federal and state income taxes.

Deferred income tax assets and liabilities represent temporary differences between U.S. GAAP and tax basis of a company's assets and liabilities. During the year ended December 31, 2017, net deferred tax assets decreased by $1.4 million to $9.3 million, primarily due to the re-measurement of deferred tax assets and liabilities as a result of the enactment of the Tax Cuts and Jobs Act of 2017 on December 22, 2017. The legislation made broad and complex changes to the Internal Revenue Code including a reduction in the federal corporate tax rate from 35% to 21% effective January 1, 2018. Affecting the Company in 2017 was a $4.7 million non-cash charge to earnings for the re-measurement of net deferred tax assets as a result of the new lower rates.

See “Item 8 — Note 17 (Liability for Unpaid Losses and Loss Adjustment Expenses)” for a roll-forward in the balance of our unpaid losses and LAE. Unpaid losses and LAE increased $189.9 million to $248.4 million during the year ended December 31, 2017. The increase in 2017 was a result of losses recorded in the third and fourth quarters of 2017 for Hurricane Irma. Unpaid losses and LAE are net of estimated subrogation recoveries. The Company recorded $446.7 million in losses for Hurricane Irma and paid $263.9 million by December 31, 2017, offset by $270.1 million in reinsurance payments.

Unearned premium represents the portion of direct written premium that will be earned pro rata in the future. The increase of $46.6$56.7 million to $442.4$532.4 million as of December 31, 2015 is due primarily to the2017 reflects both organic growth inand seasonality of our business during 2015.as described under “– Overview”.

Advance premium represents premium payments made by policyholders ahead of the effective date of the policies. The increase of $6.9$8.4 million to $24.8$26.2 million as of December 31, 2015 is due to the2017 reflects both organic growth and seasonality of our business.business as described under “– Overview”.

Reinsurance payable, net increase of $29.5 million to $110.4 million as of December 31, 2017, which represents the unpaid ceded written premiums owed to reinsurers in connection with the renewal of the Company’s 2017/2018 catastrophe reinsurance program, (which began June 1, 2017), includes $26.8 million in cash advances received from reinsurers in connection with Hurricane Irma’s anticipated recoveries.

Book overdrafts represent outstanding checks or drafts in excess of cash on deposit and are examined monthly to determine if legal right of offset exists for accounts with the same banking institution.

Reinsurance payable, net, represents our liability In 2017, the Company implemented a new short-term investment cash sweep to reinsurers for ceded written premiums, net of ceding commissions receivable. The increase of $7.5 millionmaximize investment returns on cash balances. Due to $73.6the sweep activities, certain outstanding items were recorded as book overdrafts totaling $36.7 million as of December 31, 2015 was primarily due2017.

Other liabilities and accrued expenses increased by $7.4 million to the increase in excess of loss catastrophe reinsurance coverage offset by the reduction in the premium we ceded to quota share reinsurers net of ceding commission.

Income taxes payable represent amounts due to taxing jurisdictions within one year and arise when taxable income exceeds tax payments. Income taxes payable of $1.8$45.1 million as of December 31, 2014, represents amounts payable for state2017 as a result of increased expenses that relate to Hurricane Irma and costs, such as commissions and taxes, related to increases in our business.

Capital resources increased net by $66.6 million and includes increases in stockholders’ equity of $68.8 million offset by a reduction in long-term debt of $2.2 million. The increases in stockholders’ equity was principally the result of 2017 net income taxes.

offset by treasury stock purchases, dividends to shareholders and stock based compensation. The reduction in long-term debt was the result of principal payments on debt during 2017. See “– Liquidity and Capital Resources” and “Item 8—8 – Note 12 (Income Taxes)8 (Stockholders’ Equity)” for explanation of changes in treasury stock.

Additional paid-in-capital increased $3.9 million resulting from share-based compensation expense of $10.5 million, stock option exercises of $5.6 million and common stock issued of $0.6 million for the year ended December 31, 2017. This was offset by the common stock value acquired through cashless stock option exercise and tax withholdings on the intrinsic value of stock option exercise and performance units vested for share-based payment transactions of $12.8 million for the year ended December 31, 2017.

Accumulated other comprehensive income (loss), net of taxes decreased to a schedule of deferred income taxes$6.3 million loss as of December 31, 2015 and 2014 which shows the components of deferred tax assets and liabilities2017, compared to a $6.4 million loss as of both balance sheet dates.December 31, 2016. This decrease reflects the after-tax changes in fair value of our investment portfolio’s unrealized losses during 2017.

See “—Liquidity and Capital Resources” for explanations of changes in contingently redeemable common stock, long-term debt and treasury shares.

Liquidity and Capital Resources

Liquidity

Liquidity is a measure of a company’s ability to generate sufficient cash flows to meet its short and long-term obligations. Funds generated from operations have been sufficient to meet our liquidity requirements and we expect that, in the future, funds from operations will continue to meet such requirements.

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The balance of cash and cash equivalents as of December 31, 20152017 was $197.0$213.5 million, compared to $115.4$105.7 million at December 31, 2014.2016. See “Item 8—Consolidated Statements of Cash Flows” for a reconciliation of the balance of cash and cash equivalents between December 31, 20152017 and 2014.2016. The increase in cash and cash equivalents was driven by significant cash flows generated from operationsoperating activities in excess of those used for investing and financing activities. Most ofIn 2017, the balance ofCompany implemented a new short-term investment cash sweep to maximize investment returns on cash balances. Due to the sweep activities, certain outstanding items were recorded as “Book Overdraft” in the Consolidated Financial Statements. Cash and cash equivalents maintained isbalances are available to settle book overdrafts, pay claimsexpenses and to pay claims.

During the third and fourth quarters of 2017, Hurricane Irma was a significant liquidity event to the Company. The Company’s reinsurance program performed as expected providing sufficient liquidity in the eventform of cash advances for paid losses ceded to the reinsurers. During 2017, the Company collected a catastrophic event intotal of $270.1 million from reinsurers and paid $263.9 million of losses that were covered under the reinsurance program. In addition, certain costs were recovered from the reinsurers. All ceded losses during 2017 were out of amounts prefunded to any amounts recoveredthe Company under ourthe cash advance provision of the reinsurance agreements.agreements, and did not affect the Company’s investment portfolio.

The balance of restricted cash and cash equivalents as of December 31, 20152017 and 2014 was $2.6 million. Restricted cash as of December 31, 2015 and 2014, represents2016 includes cash equivalents on deposit with regulatory agencies in the various states in which our Insurance Entities do business.

As discussed in “Item 8—Note 7 (Long-Term Debt),” UVE entered into the DB Loan with Deutsche Bank in March 2013, which was most recently amended in July 2015. The DB Loan makes available to UVE an unsecured line of credit in an aggregate amount not to exceed $15 million. Draws under the DB Loan have a maturity date of July 31, 2017 and carry an interest rate of LIBOR plus a margin of 5.50% or Deutsche Bank’s prime rate plus a margin of 3.50%, at the election of UVE. The DB Loan contains certain covenants and restrictions applicable while amounts are outstanding thereunder, including limitations with respect to our indebtedness, liens, distributions, mergers or dispositions of assets, organizational structure, transactions with affiliates and business activities. No amounts have been drawn under this unsecured line of credit.

In May 2013, UVE also entered into the Term Loan with RenRe Ventures, which is also discussed in “Item 8—Note 7 (Long-Term Debt).” The Term Loan bears interest at the rate of 50 basis points per annum and matures on the earlier of May 23, 2016, or the date that all principal under the Term Loan is prepaid or deemed paid in full. The Term Loan is amortized over the three-year term and UVE may prepay the loan without penalty. The Term Loan contains certain covenants and restrictions applicable while amounts are outstanding thereunder, including limitations with respect to our indebtedness, liens, distributions, mergers or dispositions of assets, organizational structure, transactions with affiliates and business activities.  UVE was in compliance with the covenants of the Term

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Loan as of December 31, 2015.  We made principal payments of $6.0 and $7.0 million on the Term Loan in May 2014 and May 2015, respectively. The Term Loan had a carrying amount of $6.9 million as of December 31, 2015.

Liquidity for UVE and its non-insurance subsidiaries is required to cover the payment of general operating expenses, dividends to shareholders (if and when authorized and declared by our Board of Directors), payment for the possible repurchase of our common stock (if and when authorized by our Board of Directors), payment of income taxes, and interest and principal payments on outstanding debt obligations.obligations, if any. The declaration and payment of future dividends by UVE to its shareholders, and any future repurchases of UVE common stock, will be at the discretion of our Board of Directors and will depend upon many factors, including our operating results, financial condition, debt covenants and any regulatory constraints. Principal sources of liquidity for UVE and its non-insurance subsidiaries include revenues generated from fees paid by the Insurance Entities to affiliated companies for policy administration, inspections and claims adjusting services. Additional sources of liquidity include brokerage commissions earned on reinsurance contracts, and any unused credit lines.policy fees. UVE also maintains investments, in equity securities which are a source of ongoing interest and dividend income and would generate funds upon sale. As discussed in “Item 8Note 5 (Insurance Operations),” there are limitations on the dividends the Insurance Entities may pay to their immediate parent company, UVECF..

The maximum amount of dividends that can be paid by Florida insurance companies without prior approval of the Commissioner of the FLOIR is subject to restrictions relating to statutory surplus. The maximum dividend that may be paid by the Insurance Entities to Universal Insurance Holding Company of Florida (“UVECF”)UVECF without prior approval is limited to the lesser of statutory net income from operations of the preceding calendar year or statutory unassigned surplus as of the preceding year end. During the yearsyear ended December 31, 2015 and 2014, the2017, UPCIC paid $30.0 million to UVECF. The Insurance Entities did not pay dividends to UVECF.UVECF during the year December 31, 2016.

Liquidity for the Insurance Entities is primarily required to cover payments for reinsurance premiums, claims payments including potential payments of catastrophe losses offset by recovery of any reimbursement amounts under our reinsurance agreements, fees paid to affiliates for managing general agency services, inspections and claims adjusting services, agent commissions, premiums and income taxes, regulatory assessments, general operating expenses, and interest and principal payments on debt obligations. The principal source of liquidity for the Insurance Entities consists of the revenue generated from the collection of net premiums, interest and dividend income from the investment portfolio and the collection of reinsurance recoverable.

Our insurance operations provide liquidity in that premiums are generally received months or even years before losses are paid under the policies written. TheIn the event of catastrophic events, many of the Company’s reinsurance agreements provide for “cash advance” whereby reinsurers advance or prepay amounts to the Company, providing liquidity, which the Company utilizes in the claim settlement process. In addition, the Insurance Entities maintain substantial investments in highly liquid, marketable securities, which would generate funds upon sale.

The Insurance Entities are responsible for losses related to catastrophic events in excess of coverage provided by the Insurance Entities’ reinsurance programs andor deductibles before the Company’s reinsurance protection commences. Also, the Company is responsible for all other losses that otherwise aremay not be covered by the reinsurance programs which couldand any amounts arising in the event of a reinsurer default. Losses or a reinsurer default may have a material adverse effect on either of the Insurance Entities’Entities or our business, financial condition, results of operations and liquidity.

As noted above, the Tax Act has decreased the statutory corporate tax rate from 35.0% to 21.0% for tax years beginning after December 31, 2017. The Act’s impact on the Company in 2017 was a non-cash charge to earnings for the re-measurement of net deferred taxes. Going forward the Company expects to see an overall benefit from the Act, primarily from lower statutory tax rates offset by certain other provisions, principally the provision limiting the deductibility of certain executive compensation.

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Capital Resources

Capital resources provide protection for policyholders, furnish the financial strength to support the business of underwriting insurance risks, and facilitate continued business growth. At December 31, 2015, we hadThe following table provides our stockholder equity, total long-term debt, total capital, of $317.2 million, comprised of stockholders’debt to equity of $293.1 million and total long term debt of $24.1 million. Our debt-to-total-capitalcapital ratio and debt-to-equity ratio were 7.6% and 8.2%, respectively, at December 31, 2015.  At December 31, 2014, we had total capital of $249.5 million, comprised of stockholders’ equity of $199.9 million (12/31/14 Pro-Forma Balance of $218.9 million), mezzanine equity of $19.0 million (12/31/14 Pro-Forma Balance of $0) and total long term debt of $30.6 million. Our debt-to-total-capital ratio and debt-to-equity ratio were 12.3% and 15.3%, respectively, at December 31, 2014. The debt-to-equity ratio was 14.0% at December 31, 2014 after taking into consideration pro-forma adjustments to equity as describedfor the periods presented (dollars in “Item 8—Note 8 (Stockholders’ Equity).”thousands):

 

 

As of December 31,

 

 

 

2017

 

 

2016

 

Stockholders' equity

 

$

439,988

 

 

$

371,190

 

Total long-term debt

 

 

12,868

 

 

 

15,028

 

Total capital

 

$

452,856

 

 

$

386,218

 

 

 

 

 

 

 

 

 

 

Debt-to-total capital ratio

 

 

2.8

%

 

 

3.9

%

Debt-to-equity ratio

 

 

2.9

%

 

 

4.0

%

The Insurance Entities are required annually to comply with the NAIC RBC requirements. RBC requirements prescribe a method of measuring the amount of capital appropriate for an insurance company to support its overall business operations in light of its size and risk profile. NAIC’s RBC requirements are used by regulators to determine appropriate regulatory actions relating to insurers who show signs of weak or deteriorating condition. As of December 31, 2015,2017, based on calculations using the appropriate NAIC RBC formula, the Insurance Entities’ reported and respective total adjusted capital was in excess of the requirements. Failure by the Insurance Entities to maintain the required level of statutory capital and surplus could result in the suspension of their authority to write new or renewal business, other regulatory actions, or ultimately, in the revocation of their certificate of authority by the FLOIR.

In 2006, UPCIC entered into a $25.0 million surplus note with the State Board of Administration of Florida (the “SBA”) under Florida’s Insurance Capital Build-Up Incentive Program (the “ICBUI”). The surplus note has a twenty-year term and accrues interest, adjusted quarterly based on the 10-year Constant Maturity Treasury Index. UPCIC is in compliance with each of the loan’s covenants as implemented by rules promulgated by the SBA. An event of default will occur under the surplus note, as amended, if UPCIC: (i) defaults in the payment of the surplus note; (ii) fails to submit quarterly filings to the FLOIR; (iii) fails to maintain at least $50 million of surplus during the term of the surplus note, except for certain situations; (iv) misuses proceeds of the surplus note; (v) makes any misrepresentations in the application for the program; (vi) pays any dividend when principal or interest payments are past due under the surplus note; or (vii) fails to maintain a level of surplus and reinsurance sufficient to cover in excess of UPCIC’s 1-in-100 year probable maximum loss as determined by a hurricane loss model accepted by the Florida Commission on Hurricane Loss Projection Methodology as certified by the FLOIR annually. To avoid a penalty rate, UPCIC must maintain either a ratio of net written premium to surplus of 2:1 or a ratio of gross written premium of 6:1 according to a calculation method set forth in the surplus

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note. As of December 31, 2015,2017, UPCIC’s net written premium to surplus ratio and gross written premium to surplus ratio were in excess of the required minimums and, therefore, UPCIC is not subject to increases in interest rates. At December 31, 2017, UPCIC was in compliance with the terms of the surplus note. Total adjusted capital surplus, which includes the surplus note, was in excess of regulatory requirements for both UPCIC and APPCIC.

The Company may repurchase shares from time to time at its discretion, based on ongoing assessments of the capital needs of the Company, the market price of its common stock and general market conditions. The Company will fund the share repurchase program with cash from operations. During the year ended December 31, 2017, there were two authorized repurchase plans in effect:

On June 13, 2016, the Company announced that its Board of Directors authorized the repurchase of up to $20 million of the Company’s outstanding common stock through December 31, 2017 pursuant to which the Company repurchased 861,296 shares of our common stock at an average price of $23.18 per share on the open market. The Company completed the 2017 Share Repurchase Program in December 2017.

On September 5, 2017, our Board of Directors authorized the repurchase of up to $20 million of the Company’s outstanding common stock through December 31, 2018. The Company repurchased 8,192 shares of common stock under the 2018 Share Repurchase Program during the year ended December 31, 2017 at an aggregate cost of approximately $0.2 million.

During the year ended December 31, 2015,2017, we purchased 200,000 shares of UVE’s common stock from Ananke Catastrophe Investments Ltd., an affiliate of Nephila Capital, Ltd., at a cost of $5.1 million or $25.38 per share using cash on hand. Ananke Catastrophe Investments Ltd. originally purchased one million shares of UVE’s common stock from us at a price of $19.00 per share on December 2, 2014.

During the year ended December 31, 2015, we also repurchased an aggregate of 548,100770,559 shares of UVE’s common stock in the open market, in compliance with Rule 10b-18 undermarket. Also see “Part II, Item 5 — Unregistered Sales of Equity Securities and Use of Proceeds” for share repurchase activity during the Securities Exchange Actthree months ended December 31, 2017.

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Table of 1934, as amended, as discussed in “Item 8—Note 8 (Stockholders’ Equity).” Contents

Cash Dividends

The repurchase cost was an aggregate of $13.6 million or an average cost of $24.76 per sharefollowing table summarizes the dividends declared and was funded using cash on hand.paid by the Company during the year ended December 31, 2017:

 

 

Dividend

 

Shareholders

 

Dividend

 

Cash Dividend

 

2017

 

Declared Date

 

Record Date

 

Payable Date

 

Per Share Amount

 

First Quarter

 

January 23, 2017

 

February 17, 2017

 

March 2, 2017

 

$

0.14

 

Second Quarter

 

April 12, 2017

 

June 14, 2017

 

July 3, 2017

 

$

0.14

 

Third Quarter

 

August 31, 2017

 

September 12, 2017

 

October 24, 2017

 

$

0.14

 

Fourth Quarter

 

November 16, 2017

 

November 27, 2017

 

December 4, 2017

 

$

0.27

 

Liability for Unpaid Losses and LAE

We are required to periodically estimate and reflect on our balance sheet the amount needed to pay losses and related loss adjustment expensesLAE on reported and unreported claims.claims, net of estimated subrogation. See “Item 1—Business—Liability for Unpaid Losses and LAE,” for a description of this process. The following table sets forth a reconciliation of beginning and ending liability for unpaid losses and LAE, net of subrogation as shown in our consolidated financial statements for the periods presented (in thousands):

 

 

Year Ended December 31,

 

 

Year Ended December 31,

 

 

2015

 

 

2014

 

 

2013

 

 

2017

 

 

2016

 

 

2015

 

Balance at beginning of year

 

$

134,353

 

 

$

159,222

 

 

$

193,241

 

 

$

58,494

 

 

$

98,840

 

 

$

134,353

 

Less: Reinsurance recoverable

 

 

(47,350

)

 

 

(68,584

)

 

 

(81,415

)

 

 

(106

)

 

 

(13,540

)

 

 

(47,350

)

Net balance at beginning of year

 

 

87,003

 

 

 

90,638

 

 

 

111,826

 

 

 

58,388

 

 

 

85,300

 

 

 

87,003

 

Incurred (recovered) related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year

 

 

188,040

 

 

 

124,011

 

 

 

111,560

 

 

 

322,929

 

 

 

305,919

 

 

 

188,040

 

Prior years

 

 

(301

)

 

 

(736

)

 

 

(2,945

)

 

 

27,499

 

 

 

(4,690

)

 

 

(301

)

Total incurred

 

 

187,739

 

 

 

123,275

 

 

 

108,615

 

 

 

350,428

 

 

 

301,229

 

 

 

187,739

 

Paid related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year

 

 

123,952

 

 

 

73,981

 

 

 

62,529

 

 

 

215,274

 

 

 

229,761

 

 

 

123,952

 

Prior years

 

 

65,490

 

 

 

52,929

 

 

 

67,274

 

 

 

127,522

 

 

 

98,380

 

 

 

65,490

 

Total paid

 

 

189,442

 

 

 

126,910

 

 

 

129,803

 

 

 

342,796

 

 

 

328,141

 

 

 

189,442

 

 

 

 

 

 

 

 

 

 

 

 

 

Net balance at end of year

 

 

85,300

 

 

 

87,003

 

 

 

90,638

 

 

 

66,020

 

 

 

58,388

 

 

 

85,300

 

Plus: Reinsurance recoverable

 

 

13,540

 

 

 

47,350

 

 

 

68,584

 

 

 

182,405

 

 

 

106

 

 

 

13,540

 

Balance at end of year

 

$

98,840

 

 

$

134,353

 

 

$

159,222

 

 

$

248,425

 

 

$

58,494

 

 

$

98,840

 

 

During 2015 reserves2017 the liability for unpaid losses and loss adjustment expenses were reducedincreased by 26.4%$189.9 million from $134.4$58.5 million as of December 31, 20142016 to $98.8$248.4 million as of December 31, 2015.2017. This reductionincrease was theprimarily a result of continuing initiativesHurricane Irma, for which the Company has reinsurance recoverable of $182.4 million. Other factors leading to expeditethe increase include the increase in our underlying exposure due to increased writings in Florida and other states, as well as prior year adverse development reserve of $27.5 million, primarily driven by AOB related claims paymentswithin our Florida book, including the ability of our mobile claims teams to rapidly settle certain claims, referred to as “Fast Track.”  increased litigation frequency experienced during 2017 surrounding the AOB issue.

Based upon consultations with our independent actuarial consultants and their statement of opinion on losses and LAE, we believe that the liability for unpaid losses and LAE is currently adequate to cover all claims and related expenses that may arise from incidents reported and IBNR.IBNR, net of estimated subrogation. Our carried reserves as of December 31, 2015 was2017 were confirmed by our year end independent actuarial analysis and represent theare in excess of their point or central estimate of their findings. Our annual actuarial process includes two reviews during the year by our independent actuarial firm, one at midyear and one at year end.firm. We use these external reviews to confirm data and emerging trends to observed changes. The actuarial process, including the external independent reviews, results in re-estimates of carried reserves for both current and prior accident years. See Item“Item 7- Liability(Liability for Unpaid Losses and LAELAE)” and “Item 8 - Note 17 (Liability for Unpaid Losses and Loss Adjustment Expenses)” for a further discussion of the actuarial estimation process used for loss and LAE reserving. As a result of the ongoing actuarial process, reserves for the current accident year were strengthened in the fourth quarter to align with 20152016 full year actuarial loss estimates.estimates and the impact of weather events that occurred in 2016. Re-estimates of each prior accident yearsyear’s ultimate losses and LAE were performed during the year and changes resulting in both favorable and unfavorable development were recorded. We believe the changes we have made in adjudicating and settling claims are conservatively reflected in the actuarial process. We will continue to validate our actuarial process as the benefits of our accelerated claims settlement

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process become more apparent.apparent and will continue to monitor policyholder AOB and the resulting increase in litigation. The cumulative redundancy or deficiency in prior year reserve changes is reflected in the chart that follows.

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above.

The following table provides total unpaid loss and LAE, net of related reinsurance recoverable for the dates presented (in thousands):

 

 

Years Ended December 31,

 

 

Years Ended December 31,

 

 

2015

 

 

2014

 

 

2017

 

 

2016

 

Unpaid Loss and LAE, net

 

$

42,112

 

 

$

29,126

 

 

$

58,669

 

 

$

63,699

 

IBNR loss and LAE, net

 

 

43,188

 

 

 

57,877

 

 

 

7,351

 

 

 

(5,311

)

Total unpaid loss and LAE, net

 

$

85,300

 

 

$

87,003

 

 

$

66,020

 

 

$

58,388

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reinsurance recoverable on unpaid loss and LAE

 

$

8,455

 

 

$

16,716

 

 

$

57,261

 

 

$

856

 

Reinsurance recoverable on IBNR loss and LAE

 

 

5,085

 

 

 

30,634

 

 

 

125,144

 

 

 

(750

)

Total reinsurance recoverable on unpaid loss and LAE

 

$

13,540

 

 

$

47,350

 

 

$

182,405

 

 

$

106

 

The table below illustrates the change over time of the direct reserves established for unpaid losses and LAE for the Insurance Entities (Liability for Unpaid Losses and LAE “re-estimates”) at the end of the last ten calendar years through December 31, 2015 (in thousands):

·

The first section shows the liability for unpaid losses and LAE as originally reported at the end of the stated year.

·

The second section, reading down, shows the cumulative amounts paid as of the end of successive years with respect to that reserve liability.

·

The third section, reading down, shows retroactive re-estimates of the original recorded reserve as of the end of each successive year which is the result of our expanded awareness of additional facts and circumstances that pertain to the unsettled claims.

·

The last section compares the latest re-estimated reserve to the reserve originally established, and indicates whether the original reserve was adequate to cover the estimated costs of unsettled claims.

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The Liability for Unpaid Losses and LAE re-estimates tables are cumulative and, therefore, ending balances should not be added since the amount at the end of each calendar year includes activity for both the current and prior years. Unfavorable reserve re-estimates are shown in parentheses.

 

 

Years Ended December 31,

 

 

 

 

2015

 

 

 

2014

 

 

 

2013

 

 

 

2012

 

 

 

2011

 

 

 

2010

 

 

 

2009

 

 

 

2008

 

 

 

2007

 

 

 

2006

 

 

 

2005

 

Balance Sheet Liability

 

 

98,840

 

 

 

134,353

 

 

 

159,222

 

 

 

193,241

 

 

 

187,215

 

 

 

158,929

 

 

 

127,195

 

 

 

87,933

 

 

 

68,766

 

 

 

49,454

 

 

 

66,855

 

Cumulative paid as of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One year later

 

 

 

 

 

 

103,396

 

 

 

97,587

 

 

 

127,664

 

 

 

125,735

 

 

 

107,091

 

 

 

88,363

 

 

 

70,058

 

 

 

52,638

 

 

 

42,533

 

 

 

79,226

 

Two years later

 

 

 

 

 

 

 

 

 

 

126,702

 

 

 

165,148

 

 

 

175,256

 

 

 

149,494

 

 

 

122,459

 

 

 

91,255

 

 

 

71,171

 

 

 

54,774

 

 

 

103,201

 

Three years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

183,593

 

 

 

199,857

 

 

 

176,730

 

 

 

142,049

 

 

 

106,011

 

 

 

78,284

 

 

 

64,732

 

 

 

111,610

 

Four years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

212,458

 

 

 

189,823

 

 

 

154,448

 

 

 

114,609

 

 

 

86,197

 

 

 

69,212

 

 

 

118,312

 

Five years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

196,818

 

 

 

161,286

 

 

 

120,312

 

 

 

89,460

 

 

 

73,878

 

 

 

122,377

 

Six years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

164,735

 

 

 

123,541

 

 

 

91,879

 

 

 

76,172

 

 

 

126,831

 

Seven years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

125,454

 

 

 

93,216

 

 

 

77,303

 

 

 

128,809

 

Eight years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

93,885

 

 

 

76,847

 

 

 

129,299

 

Nine years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

77,445

 

 

 

128,481

 

Ten years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

128,920

 

Balance Sheet Liability

 

 

98,840

 

 

 

134,353

 

 

 

159,222

 

 

 

193,241

 

 

 

187,215

 

 

 

158,929

 

 

 

127,195

 

 

 

87,933

 

 

 

68,766

 

 

 

49,454

 

 

 

66,855

 

One year later

 

 

 

 

 

 

132,458

 

 

 

157,479

 

 

 

198,771

 

 

 

206,655

 

 

 

181,207

 

 

 

143,037

 

 

 

107,670

 

 

 

80,081

 

 

 

68,107

 

 

 

118,686

 

Two years later

 

 

 

 

 

 

 

 

 

 

143,036

 

 

 

205,807

 

 

 

221,097

 

 

 

194,786

 

 

 

157,604

 

 

 

115,541

 

 

 

87,261

 

 

 

69,647

 

 

 

125,067

 

Three years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

193,630

 

 

 

226,868

 

 

 

204,998

 

 

 

166,189

 

 

 

122,050

 

 

 

90,881

 

 

 

73,650

 

 

 

124,039

 

Four years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

219,420

 

 

 

204,353

 

 

 

170,224

 

 

 

126,905

 

 

 

94,275

 

 

 

77,846

 

 

 

125,210

 

Five years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

200,464

 

 

 

168,331

 

 

 

127,690

 

 

 

95,545

 

 

 

78,891

 

 

 

129,916

 

Six years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

166,949

 

 

 

126,330

 

 

 

94,732

 

 

 

79,214

 

 

 

130,865

 

Seven years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

126,794

 

 

 

94,010

 

 

 

78,378

 

 

 

130,894

 

Eight years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

94,259

 

 

 

77,620

 

 

 

129,891

 

Nine years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

78,009

 

 

 

129,083

 

Ten years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

129,406

 

Gross cumulative

    redundancy (deficiency)

 

 

 

 

 

 

1,895

 

 

 

16,186

 

 

 

(389

)

 

 

(32,205

)

 

 

(41,535

)

 

 

(39,754

)

 

 

(38,861

)

 

 

(25,493

)

 

 

(28,555

)

 

 

(62,551

)

57


Table of Contents

The following Liability for Unpaid Losses and LAE re-estimates table illustrates the change over time of the reserves, net of reinsurance with separate disclosure of the related re-estimated reinsurance recoverable, established for unpaid losses and LAE for the Insurance Entities at the end of the last eleven calendar years through December 31, 2015 (in thousands):

 

 

Years Ended December 31,

 

 

 

 

2015

 

 

 

2014

 

 

 

2013

 

 

 

2012

 

 

 

2011

 

 

 

2010

 

 

 

2009

 

 

 

2008

 

 

 

2007

 

 

 

2006

 

 

 

2005

 

Gross Reserves for Unpaid

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and LAE

 

 

98,840

 

 

 

134,353

 

 

 

159,222

 

 

 

193,241

 

 

 

187,215

 

 

 

158,929

 

 

 

127,195

 

 

 

87,933

 

 

 

68,766

 

 

 

49,454

 

 

 

66,855

 

Reinsurance Recoverable

 

 

13,540

 

 

 

47,350

 

 

 

68,584

 

 

 

81,415

 

 

 

88,002

 

 

 

79,115

 

 

 

62,899

 

 

 

43,375

 

 

 

37,557

 

 

 

32,314

 

 

 

60,785

 

Net Reserves for Unpaid

    Losses and LAE

 

 

85,300

 

 

 

87,003

 

 

 

90,638

 

 

 

111,826

 

 

 

99,213

 

 

 

79,814

 

 

 

64,296

 

 

 

44,558

 

 

 

31,209

 

 

 

17,140

 

 

 

6,070

 

Cumulative paid as of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One year later

 

 

 

 

 

 

67,923

 

 

 

52,875

 

 

 

67,222

 

 

 

59,228

 

 

 

54,056

 

 

 

43,859

 

 

 

34,168

 

 

 

23,698

 

 

 

20,026

 

 

 

12,813

 

Two years later

 

 

 

 

 

 

 

 

 

 

70,397

 

 

 

86,458

 

 

 

83,538

 

 

 

71,079

 

 

 

60,917

 

 

 

44,011

 

 

 

31,737

 

 

 

23,354

 

 

 

23,725

 

Three years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

98,120

 

 

 

95,938

 

 

 

84,237

 

 

 

66,619

 

 

 

51,090

 

 

 

34,457

 

 

 

26,945

 

 

 

25,388

 

Four years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

103,668

 

 

 

90,846

 

 

 

72,404

 

 

 

51,690

 

 

 

38,160

 

 

 

28,573

 

 

 

27,909

 

Five years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

94,308

 

 

 

75,925

 

 

 

54,104

 

 

 

36,837

 

 

 

30,659

 

 

 

29,365

 

Six years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

77,691

 

 

 

55,884

 

 

 

37,694

 

 

 

28,866

 

 

 

31,356

 

Seven years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

56,885

 

 

 

38,678

 

 

 

29,126

 

 

 

29,445

 

Eight years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

39,024

 

 

 

29,506

 

 

 

29,421

 

Nine years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29,835

 

 

 

29,749

 

Ten years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29,999

 

Net Reserves for Unpaid

    Losses and LAE

 

 

85,300

 

 

 

87,003

 

 

 

90,638

 

 

 

111,826

 

 

 

99,213

 

 

 

79,814

 

 

 

64,296

 

 

 

44,558

 

 

 

31,209

 

 

 

17,140

 

 

 

6,070

 

One year later

 

 

 

 

 

 

86,702

 

 

 

89,883

 

 

 

108,826

 

 

 

105,942

 

 

 

91,280

 

 

 

70,482

 

 

 

53,233

 

 

 

37,576

 

 

 

29,196

 

 

 

25,261

 

Two years later

 

 

 

 

 

 

 

 

 

 

80,773

 

 

 

113,001

 

 

 

109,514

 

 

 

95,265

 

 

 

78,102

 

 

 

55,027

 

 

 

39,958

 

 

 

30,528

 

 

 

30,932

 

Three years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

105,046

 

 

 

113,038

 

 

 

98,765

 

 

 

79,641

 

 

 

58,488

 

 

 

39,468

 

 

 

31,319

 

 

 

31,165

 

Four years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

108,508

 

 

 

98,338

 

 

 

80,519

 

 

 

58,548

 

 

 

41,376

 

 

 

31,355

 

 

 

31,476

 

Five years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

96,405

 

 

 

79,544

 

 

 

58,025

 

 

 

40,414

 

 

 

32,232

 

 

 

31,657

 

Six years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

78,760

 

 

 

57,363

 

 

 

39,250

 

 

 

30,891

 

 

 

32,473

 

Seven years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

57,529

 

 

 

39,088

 

 

 

29,775

 

 

 

31,082

 

Eight years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

39,177

 

 

 

29,821

 

 

 

29,842

 

Nine years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,001

 

 

 

29,977

 

Ten years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,120

 

Net cumulative

    redundancy (deficiency)

 

 

 

 

 

 

301

 

 

 

9,865

 

 

 

6,780

 

 

 

(9,295

)

 

 

(16,591

)

 

 

(14,464

)

 

 

(12,971

)

 

 

(7,968

)

 

 

(12,861

)

 

 

(24,050

)

Percent

 

 

 

 

 

 

0.3

%

 

 

10.9

%

 

 

6.1

%

 

 

-9.4

%

 

 

-20.8

%

 

 

-22.5

%

 

 

-29.1

%

 

 

-25.5

%

 

 

-75.0

%

 

 

-396.2

%

Gross Re-estimated

    Liability-Latest

 

 

 

 

 

 

132,458

 

 

 

143,036

 

 

 

193,630

 

 

 

219,420

 

 

 

200,464

 

 

 

166,949

 

 

 

126,794

 

 

 

94,259

 

 

 

78,009

 

 

 

129,406

 

Re-estimated Recovery-

    Latest

 

 

 

 

 

 

45,756

 

 

 

62,263

 

 

 

88,584

 

 

 

110,912

 

 

 

104,059

 

 

 

88,189

 

 

 

69,265

 

 

 

55,082

 

 

 

48,008

 

 

 

99,286

 

Net Re-estimated

    Liability-Latest

 

 

 

 

 

 

86,702

 

 

 

80,773

 

 

 

105,046

 

 

 

108,508

 

 

 

96,405

 

 

 

78,760

 

 

 

57,529

 

 

 

39,177

 

 

 

30,001

 

 

 

30,120

 

Gross cumulative

    redundancy (deficiency)

 

 

 

 

 

 

1,895

 

 

 

16,186

 

 

 

(389

)

 

 

(32,205

)

 

 

(41,535

)

 

 

(39,754

)

 

 

(38,861

)

 

 

(25,493

)

 

 

(28,555

)

 

 

(62,551

)

The cumulative redundancy or deficiency represents the aggregate change in the estimates over all prior years. A deficiency indicates that the latest estimate of the liability for losses and LAE is higher than the liability that was originally estimated and a redundancy indicates that such estimate is lower. It should be emphasized that the table presents a run-off of balance sheet liability for the periods indicated rather than accident or policy loss development for those periods. Therefore, each amount in the table includes the cumulative effects of changes in liability for all prior periods. Conditions and trends that have affected liabilities in the past may not necessarily occur in the future.

 

Underwriting results of insurance companies are frequently measured by their combined ratios, which is the sum of the loss and expense ratios described in the following paragraph. However, investment income, federal income taxes and other non-underwriting income or expense are not reflected in the combined ratio. The profitability of property and casualty insurance companies depends on income from underwriting, investment and service operations. Underwriting results are considered profitable when the combined ratio is under 100% and unprofitable when the combined ratio is over 100%.

 

58


Table of Contents

The following table provides the statutory loss ratios, expense ratios and combined ratios for the periods indicated for the Insurance Entities:

 

 

Years Ended December 31,

 

 

Years Ended December 31,

 

 

2015

 

 

2014

 

 

2017

 

 

2016

 

Loss Ratio (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UPCIC

 

 

41

%

 

 

42

%

 

 

56

%

 

 

50

%

APPCIC

 

 

19

%

 

 

30

%

 

 

82

%

 

 

30

%

Expense Ratio (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UPCIC

 

 

34

%

 

 

33

%

 

 

35

%

 

 

36

%

APPCIC

 

 

55

%

 

 

58

%

 

 

47

%

 

 

55

%

Combined Ratio (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UPCIC

 

 

75

%

 

 

75

%

 

 

91

%

 

 

86

%

APPCIC

 

 

74

%

 

 

88

%

 

 

129

%

 

 

85

%

 

(1)

The ratios are net of reinsurance,ceded premiums and losses, including premiums ceded to the Company’s catastrophe reinsurance premiumsreinsurers which comprise a significant cost, and inclusive of LAE.losses and LAE ceded to reinsurers. The expense ratios includeratio includes management fees and commissioncommissions, which are based on market rates, paid to an affiliate of the Insurance Entities in the amount of $70.7$84.7 million and $65.5$78.0 million for UPCIC for the years ended December 31, 20152017 and 2014,2016, respectively, and $0.8$0.6 million and $1.0$0.7 million for the years ended December 31, 20152017 and 2014,2016, respectively, for APPCIC. The management fees and commissioncommissions paid to the affiliate are eliminated in consolidation.

In order to reduce losses and thereby reduce the loss ratio and the combined ratio, we have taken several steps. These steps include closely monitoring rate levels for new and renewal business, restructuring the homeowners’ insurance coverage offered and reducing the cost of catastrophic reinsurance coverage.

Ratings

The Insurance Entities’ financial strength is rated by a rating agency to measure the Insurance Entities’ ability to meet their financial obligations to its policyholders. The agency maintains a letter scale Financial Stability Rating® system ranging from A” (A double prime) to L (licensed by state regulatory authorities).

In November 2015,2017, Demotech, Inc. affirmed the Financial Stability Rating® of “A” for the Insurance Entities. According to Demotech, Inc., the assigned rating represents a company’s continued positive surplus related to policyholders, liquidity of invested assets, an acceptable level of financial leverage, reasonable loss and loss adjustment expense reserves, and realistic pricing. The ratings of the Insurance Entities are subject to at least annual review by Demotech, Inc., and may be revised upward or downward or revoked at the sole discretion of Demotech, Inc. Financial Stability Ratings® are primarily directed towards policyholders, and are not evaluations directed toward the protection of investors in thea company, including holders of thea company’s common stock, and are not recommendations to buy, sell or hold securities. See “Item 1A—Risk Factors—A downgrade in our Financial Stability Rating® may

63


Table of Contents

have an adverse effect on our competitive position, the marketability of our product offerings, and our liquidity, operating results and financial condition.”

Contractual Obligations

The following table represents our contractual obligations for which cash flows are fixed or determinable as of December 31, 20152017 (in thousands):

 

 

 

 

 

 

Less than

 

 

 

 

 

 

 

 

 

 

Over 5

 

 

 

 

 

 

Less than

 

 

 

 

 

 

 

 

 

 

Over 5

 

 

Total

 

 

1 year

 

 

1-3 years

 

 

3-5 years

 

 

years

 

 

Total

 

 

1 year

 

 

1-3 years

 

 

3-5 years

 

 

years

 

Unpaid losses and LAE, direct (1)

 

$

98,840

 

 

$

57,130

 

 

$

27,873

 

 

$

10,477

 

 

$

3,360

 

 

$

248,425

 

 

$

126,697

 

 

$

71,795

 

 

$

39,003

 

 

$

10,930

 

Long-term debt

 

 

25,712

 

 

 

8,863

 

 

 

3,550

 

 

 

3,412

 

 

 

9,887

 

 

 

14,205

 

 

 

1,755

 

 

 

5,061

 

 

 

3,205

 

 

 

4,184

 

Operating leases

 

 

519

 

 

 

195

 

 

 

324

 

 

 

 

 

 

 

Total contractual obligations

 

$

125,071

 

 

$

66,188

 

 

$

31,747

 

 

$

13,889

 

 

$

13,247

 

 

$

262,630

 

 

$

128,452

 

 

$

76,856

 

 

$

42,208

 

 

$

15,114

 

59


Table of Contents

 

(1)

There are generally no notional or stated amounts related to unpaid losses and LAE. Both the amounts and timing of future loss and LAE payments are estimates and subject to the inherent variability of legal and market conditions affecting the obligations and make the timing of cash outflows uncertain. The ultimate amount and timing of unpaid losses and LAE could differ materially from the amounts in the table above. Further, the unpaid losses and LAE do not represent all of the obligations that will arise under the contracts, but rather only the estimated liability incurred through December 31, 2015.2017.

Impact of Inflation and Changing Prices

The financial statements and related data presented herein have been prepared in accordance with U.S. generally accepted accounting principles which require 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 are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of the general levels of inflation. Interest rates do not necessarily move in the same direction or with the same magnitude as the cost of paying losses 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 rates, we may be limited in raising premium levels for competitive and regulatory reasons. Inflation also affects the market value of our investment portfolio and the investment rate of return. Any future economic changes which 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.

Recent Accounting Pronouncements Not Yet Adopted

In May 2015,February 2018, the Financial Accounting Standard Board (the “FASB”) issued guidance addressing enhanced disclosure requirementsFASB revised U.S. GAAP with the issuance of ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220)- Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income in response to the enactment on December 22, 2017 of the Tax Act. Topic 220 allows for insurers relatinga reclassification from accumulated OCI to short-duration insurance contract claims andretained earnings for the unpaid claims liability rollforward for long and short-duration contracts. The disclosures are intendedstranded tax effects resulting from the remeasurement of deferred tax balances. Prior to the issuance of Topic 220, OCI was not impacted by the remeasurement of deferred taxes. Without this reclassification the tax effects of items in OCI would not reflect the appropriate tax rate. When Topic 220 is adopted, the Company will be required to provide userscertain disclosures regarding its accounting policy and effect of financial statements with more transparent information about an insurance entity’s initial claim estimates and subsequent adjustments to those estimates, the methodologies and judgments used to estimate claims, andimplementation of the timing, frequency, and severityreclassification of claims.the stranded tax effects in OCI. The guidanceASU is effective for annual periodsall entities for fiscal years beginning after December 15, 20152018, and interim periods within annual periodsthose fiscal years. Early adoption is permitted. When adopted by the Company this ASU will result in a reclassification of approximately $1.4 million from OCI to retained earnings.

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In March 2017, the Financial Accounting Standards Board (“FASB”) revised U.S. GAAP with the issuance of Accounting Standards Update (“ASU”) 2017-08, Receivables – Nonrefundable Fees and Other Costs to amend the amortization period for certain purchased callable debt securities held at a premium. Current U.S. GAAP excludes certain callable debt securities from consideration of early repayment of principal even if the holder is certain that the call will be exercised. The new ASU shortens the amortization period of certain purchased callable debt securities to the earliest call date. The ASU is effective for fiscal years beginning after December 15, 2016.2018, including interim periods within those fiscal years. Early applicationadoption is permitted. The adoptionUnder the current U.S. GAAP, you could consider the call dates and estimate if you had a large number of this guidancesimilar securities and you were basing your judgment on actual experience. Our service provider (who processes the accounting for our investment transactions) has many similar securities on their system and can make that type of determination. As a result, we currently account for the amortization under the proposed ASU and there will result in additional disclosure but is not expectedbe no impact to impact our results of operations, financial position or liquidity.

In April 2015,November 2016, the FASB issued guidance on a customer’s accounting for fees paid in a cloud computing arrangement. Underrevised U.S. GAAP with the new standard, customers will apply the same criteria as vendors to determine whether a cloud computing arrangement contains a software license or is solely a service contract. If a cloud computing arrangement includes a software license, then the software license elementissuance of the arrangement shouldASU 2016-18, Statement of Cash Flows (Topic 230: Restricted Cash to reduce diversity in the classification and presentation of changes in restricted cash in the statement of cash flows. The new ASU requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be accounted for consistent withrequired to reconcile such total to amounts on the acquisitionbalance sheet and disclose the nature of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract.restrictions. The guidanceASU is effective for reporting periodsfiscal years beginning after December 15, 2015, and may be applied either prospectively or retrospectively.2017, including interim periods within those fiscal years. Early adoption is permitted.permitted, including adoption in an interim period. The balance of restricted cash is currently not material and is not expected to be material and we will comply with the new ASU requirements at the time of adoption. The adoption of this guidanceASU will result in a change in the presentation only in the statement of cash flows which is not expected to have a material effect on our results of operations, financial position or liquidity.be material.

In June 2014,August 2016, the FASB issued guidance which clarifies that a performance target that affects vestingrevised U.S. GAAP with the issuance of ASU 2016-15, Classification of Certain Cash Receipts and could be achievedCash Payments intended to reduce diversity in practice in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new ASU will apply to: 1) debt prepayment or debt extinguishment costs, 2) settlement of zero-coupon debt instruments, 3) contingent consideration payments made after business combination, 4) proceeds from the requisite service period should be treated as a performance conditionsettlement of insurance claims, 5) proceeds from the settlement of corporate-owned life insurance policies, 6) distributions received from equity method investments, 7) beneficial interests in securitization transactions, and should not be reflected in estimating the grant-date fair value8) separately identifiable cash flows and application of the award. Compensation costs should reflect the amount attributable to the periods for which the requisite service has been rendered. Total compensation expense recognized during and after the requisite service period, which may differ from the vesting period, should reflect the number of awards that are expected to vest and should be adjusted to reflect the number of awards that ultimately vest.predominance principle. The guidanceASU is effective for reporting periodsfiscal years beginning after December 15, 20152017, including interim periods within those fiscal years. Historically, the items outlined above have not been applicable to the Company. Should they occur in the future, we will address them in accordance with the new ASU upon and maysubsequent to adoption.

In June 2016, the FASB revised U.S. GAAP with the issuance of ASU 2016-13, Financial Instruments -Credit Losses (Topic 326) that introduces a new process for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new ASU will apply to: 1) loans, accounts receivable, trade receivables, and other financial assets measured at amortized cost, 2) loan commitments and certain other off-balance sheet credit exposures, 3) debt securities and other financial assets measured at fair value through other comprehensive income, and 4) beneficial interests in securitized financial assets. The ASU changes the current practice of recording a permanent write down, (other than temporary impairment), for probable credit losses, which is more restrictive than the new ASU requirement that would estimate credit losses, then recorded through a temporary allowance account that can be applied either prospectively or retrospectively. Early adoptionre-measured as estimated credit losses change. The ASU further limited estimated credit losses relating to available for sale securities to the amount which fair value is permitted.below amortized cost. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently evaluating the impact that this standard will have on our consolidated financial statements.

In January 2016, the FASB revised U.S. GAAP with the issuance of ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities to improve the recognition and measurement of financial instruments. The new ASU requires certain equity investments to be measured at fair value with changes in fair value reported in earnings and requires changes in instrument-specific credit risk for financial liabilities recorded at fair value under the fair value option to be reported in other comprehensive income (“OCI”). The new ASU is effective for fiscal years beginning after December 15, 2017. The adoption of this guidance is not expectedASU will impact how we account for unrealized gains and losses for equity investments which will be through the income statement and may result in a change of presentation in the statement of cash flows. Upon adoption on January 1st 2018, a cumulative effect adjustment of $4.4 million to have a material effectthe balance sheet will be made to reclassify unrealized losses on our results of operations, financial position or liquidity.equity securities to retained earnings from other comprehensive income.

In May 2014, the FASB issued updated guidance to clarify the principles for revenue recognition. The guidance in this update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g. insurance contracts). Although insurance contracts are not within the scope of this updated guidance, the company’s commission revenue, policy fees, and payment plan fees may be subject to this updated guidance. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and earlier adoption is not permitted. The adoption of this guidance is not expected to have a material effect on our results of operations, financial position or liquidity.

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ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the potential for economic losses due to adverse changes in fair value of financial instruments.fixed maturities, equity securities and short-term investments (“Financial Instruments”) and investment real estate. We carry all of our investmentsFinancial Instruments at market value and investment real estate at net book value in our statement of financial condition. Our investment portfolio as of December 31, 2015,2017, is comprised of fixed maturities and equity securities exposing us to changes in interest rates and equity prices.

OurThe primary objectives of the portfolio are the preservation of capital and providing adequate liquidity for claims payments and other cash needs. The portfolio’s secondary investment objectives with respectobjective is to fixed maturities are to maximize after-tax investment income without exposing the surplus of our Insurance Entities to excessive volatility. Our investment objectives with respect to equity securities are to enhance our long-term surplus levels through capital appreciation and earnprovide a competitivetotal rate of total return versus appropriate benchmarks. We cannot provide any assurance that we will be able to achieve ourwith an emphasis on investment objectives.income. None of our investments in risk sensitive instrumentsrisk-sensitive Financial Instruments were entered into for trading purposes.

See “Item 8—Note 3 (Investments)” and “Item 1—Business—Investments” for more information about our investments.Financial Instruments.

 

Interest Rate Risk

 

Interest rate risk is the sensitivity of a fixed-rate instrumentFinancial Instrument to changes in interest rates. WhenGenerally, when interest rates rise, the fair value of our fixed-rate investment securitiesFinancial Instruments declines.

 

The following table provides information about our fixed income investments,Financial Instruments, which are sensitive to changes in interest rates. The table presents cash flows of principal amounts and related weighted average interest rates by expected maturity dates for investmentsFinancial Instruments available for sale as of the dates presented (in thousands):

 

 

December 31, 2015

 

 

December 31, 2017

 

 

Amortized Cost

 

 

Fair Value

 

 

Amortized Cost

 

 

Fair Value

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

Thereafter

 

 

Other (1)

 

 

Total

 

 

Total

 

 

2018

 

 

2019

 

 

2020

 

 

2021

 

 

2022

 

 

Thereafter

 

 

Other (1)

 

 

Total

 

 

Total

 

Fixed income investments

 

$

57,229

 

 

$

53,023

 

 

$

78,272

 

 

$

61,659

 

 

$

30,634

 

 

$

86,605

 

 

$

76,212

 

 

$

443,634

 

 

$

441,104

 

Fixed income Financial Instruments

 

$

51,846

 

 

$

85,309

 

 

$

61,215

 

 

$

60,968

 

 

$

27,832

 

 

$

132,530

 

 

$

234,015

 

 

$

653,715

 

 

$

649,334

 

Weighted average interest rate

 

 

1.12

%

 

 

2.09

%

 

 

1.65

%

 

 

1.70

%

 

 

1.93

%

 

 

3.23

%

 

 

1.65

%

 

 

1.96

%

 

 

1.95

%

 

 

1.87

%

 

 

1.82

%

 

 

2.18

%

 

 

2.16

%

 

 

2.76

%

 

 

4.02

%

 

 

3.08

%

 

 

2.83

%

 

 

2.83

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014

 

 

December 31, 2016

 

 

Amortized Cost

 

 

Fair Value

 

 

Amortized Cost

 

 

Fair Value

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

Thereafter

 

 

Other (1)

 

 

Total

 

 

Total

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

2021

 

 

Thereafter

 

 

Other (1)

 

 

Total

 

 

Total

 

Fixed income investments

 

$

101,406

 

 

$

58,521

 

 

$

37,184

 

 

$

55,985

 

 

$

33,494

 

 

$

6,660

 

 

$

111,691

 

 

$

404,941

 

 

$

403,939

 

Fixed income Financial Instruments

 

$

48,919

 

 

$

46,183

 

 

$

84,855

 

 

$

41,500

 

 

$

57,071

 

 

$

88,861

 

 

$

229,072

 

 

$

596,461

 

 

$

589,363

 

Weighted average interest rate

 

 

0.77

%

 

 

1.07

%

 

 

3.00

%

 

 

1.69

%

 

 

1.95

%

 

 

4.92

%

 

 

2.39

%

 

 

1.76

%

 

 

1.76

%

 

 

2.03

%

 

 

2.41

%

 

 

1.87

%

 

 

2.15

%

 

 

2.26

%

 

 

4.53

%

 

 

2.96

%

 

 

2.79

%

 

 

2.78

%

 

(1)

Comprised of mortgage-backed and asset-backed securities which have multiple maturity dates, and perpetual maturity securities, and are presented separately for the purposes of this table.

 

 

The tables above represent average contract rates that differ from the book yield of the fixed maturities. The fixed income investmentsFinancial Instruments in our available for sale portfolio are comprised of United States government and agency securities, corporate bonds, municipal bonds, redeemable preferred stock, mortgage-backed and asset-backed securities and certificates of deposit. Duration is a measure of interest rate sensitivity expressed as a number of years. The weighted average duration of the fixed maturity investmentsFinancial Instruments in our available for sale portfolio at December 31, 20152017 was 2.462.6 years.

 

To a lesser extent, we also have exposure to interest on our debt obligations which are in the form of a surplus note, and on any amounts we draw under the DB Loan.note. The surplus note accrues interest at an adjustable rate based on the 10-year Constant Maturity Treasury rate. Draws under the DB Loan accrue interest at a rate based on LIBOR or Deutsche Bank’s prime rate plus an applicable margin.

Equity Price Risk

Equity price risk is the potential for loss in fair value of investmentsFinancial Instruments in common stock and mutual funds from adverse changes in the prices of those instruments.Financial Instruments.

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The following table provides information about the investmentsFinancial Instruments in our available for sale portfolio subject to price risk as of the dates presented (in thousands):

 

 

December 31, 2015

 

 

December 31, 2014

 

 

December 31, 2017

 

 

December 31, 2016

 

 

Fair Value

 

 

Percent

 

 

Fair Value

 

 

Percent

 

 

Fair Value

 

 

Percent

 

 

Fair Value

 

 

Percent

 

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

$

10,762

 

 

 

25.5

%

 

$

270

 

 

 

1.4

%

 

$

18,811

 

 

 

30.2

%

 

$

93

 

 

 

0.2

%

Mutual funds

 

 

31,452

 

 

 

74.5

%

 

 

19,372

 

 

 

98.6

%

 

 

43,404

 

 

 

69.8

%

 

 

50,710

 

 

 

99.8

%

Total equity securities

 

$

42,214

 

 

 

100.0

%

 

$

19,642

 

 

 

100.0

%

 

$

62,215

 

 

 

100.0

%

 

$

50,803

 

 

 

100.0

%

 

A hypothetical decrease of 20% in the market prices of each of the equity securities held at December 31, 20152017 and 20142016 would have resulted in a decrease of $8.4$12.4 million and $3.9$10.2 million, respectively, in the fair value of those securities.

 

 

 

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Item 8.

Financial Statements and supplementary data

 

 

PAGE

Report of Independent Registered Public Accounting Firm

6469

Consolidated Balance Sheets as of December 31, 20152017 and 20142016

6570

Consolidated Statements of Income for the Years Ended December 31, 2015, 20142017, 2016 and 20132015

6671

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2015, 20142017, 2016 and 20132015

6671

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2015, 20142017, 2016 and 20132015

6772

Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 20142017, 2016 and 20132015

6873

Notes to Consolidated Financial Statements

6974

 

 

 

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ReportReport of Independent RegisteredRegistered Public Accounting Firm

To Thethe Stockholders and Board of Directors and Stockholders of


Universal Insurance Holdings, Inc. and Subsidiaries

Fort Lauderdale, Florida

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Universal Insurance Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 20152017 and 2014, and2016, the related consolidated statements of income, comprehensive income, stockholders’stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2015.2017, and the related notes and schedules (collectively referred to as the “financial statements”). We also have audited the Company’sCompany's internal control over financial reporting as of December 31, 2015,2017, based on criteria established in the 2013 Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)(the “COSO framework”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016 and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in the COSO framework.

Basis for Opinion

The Company’sCompany's management is responsible for these consolidated financial statements, 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 these consolidatedthe Company’s financial statements and an opinion on the Company’sCompany's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“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 Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our auditaudits of the financial statements 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 supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the financial statement presentation.statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’scompany'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’scompany'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 accounting principles generally accepted in the United States of America,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’scompany's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be preventedprevent or detected on a timely basis.detect misstatements. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Universal Insurance Holdings, Inc. and Subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

/s/ Plante & Moran, PLLC

Certified Public Accountants

We have served as the Company’s auditor since 2002.

Chicago, Illinois

February 24, 201623, 2018

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UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

 

 

December 31,

 

December 31,

 

 

2015

 

 

2014

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

197,014

 

 

$

115,397

 

Restricted cash and cash equivalents

 

 

2,635

 

 

 

2,635

 

Fixed maturities, at fair value

 

 

416,083

 

 

 

353,949

 

$

639,334

 

 

$

584,361

 

Equity securities, at fair value

 

 

42,214

 

 

 

19,642

 

 

62,215

 

 

 

50,803

 

Short-term investments, at fair value

 

 

25,021

 

 

 

49,990

 

 

10,000

 

 

 

5,002

 

Investment real estate, net

 

 

6,117

 

 

 

 

 

18,474

 

 

 

11,435

 

Total invested assets

 

730,023

 

 

 

651,601

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

213,486

 

 

 

105,730

 

Restricted cash and cash equivalents

 

2,635

 

 

 

2,635

 

Prepaid reinsurance premiums

 

 

114,673

 

 

 

190,505

 

 

132,806

 

 

 

124,385

 

Reinsurance recoverable

 

 

22,853

 

 

 

55,187

 

 

182,405

 

 

 

106

 

Reinsurance receivable, net

 

 

353

 

 

 

7,468

 

Premiums receivable, net

 

 

50,980

 

 

 

50,987

 

 

56,500

 

 

 

53,833

 

Other receivables

 

 

4,626

 

 

 

2,763

 

Property and equipment, net

 

 

27,065

 

 

 

17,254

 

 

32,866

 

 

 

32,162

 

Deferred policy acquisition costs, net

 

 

60,019

 

 

 

25,660

 

 

73,059

 

 

 

64,912

 

Income taxes recoverable

 

 

5,420

 

 

 

5,675

 

 

9,472

 

 

 

3,262

 

Deferred income tax asset, net

 

 

13,912

 

 

 

11,850

 

 

9,286

 

 

 

10,674

 

Other assets

 

 

4,563

 

 

 

2,812

 

 

12,461

 

 

 

10,707

 

Total assets

 

$

993,548

 

 

$

911,774

 

$

1,454,999

 

 

$

1,060,007

 

LIABILITIES, CONTINGENTLY REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unpaid losses and loss adjustment expenses

 

$

98,840

 

 

$

134,353

 

$

248,425

 

 

$

58,494

 

Unearned premiums

 

 

442,366

 

 

 

395,748

 

 

532,444

 

 

 

475,756

 

Advance premium

 

 

24,813

 

 

 

17,919

 

 

26,216

 

 

 

17,796

 

Accounts payable

 

 

378

 

 

 

4,121

 

 

2,866

 

 

 

3,187

 

Book overdraft

 

 

 

 

 

5,924

 

 

36,715

 

 

 

 

Reinsurance payable, net

 

 

73,585

 

 

 

66,066

 

 

110,381

 

 

 

80,891

 

Income taxes payable

 

 

 

 

 

1,799

 

 

 

 

 

 

Other liabilities and accrued expenses

 

 

36,424

 

 

 

36,318

 

 

45,096

 

 

 

37,665

 

Long-term debt

 

 

24,050

 

 

 

30,610

 

 

12,868

 

 

 

15,028

 

Total liabilities

 

 

700,456

 

 

 

692,858

 

 

1,015,011

 

 

 

688,817

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 15)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingently redeemable common stock

 

 

 

 

 

19,000

 

Issued shares - 0 and 1,000

 

 

 

 

 

 

 

 

Outstanding shares - 0 and 1,000

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative convertible preferred stock, $.01 par value

 

 

 

 

 

 

 

 

 

 

 

Authorized shares - 1,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued shares - 10 and 12

 

 

 

 

 

 

 

 

Outstanding shares - 10 and 12

 

 

 

 

 

 

 

 

Minimum liquidation preference - $9.99 and $8.49 per share

 

 

 

 

 

 

 

 

Issued shares - 10 and 10

 

 

 

 

 

 

 

Outstanding shares - 10 and 10

 

 

 

 

 

 

 

Minimum liquidation preference - $9.99 and $9.99 per share

 

 

 

 

 

 

 

Common stock, $.01 par value

 

 

455

 

 

 

448

 

 

458

 

 

 

453

 

Authorized shares - 55,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued shares - 45,525 and 43,769

 

 

 

 

 

 

 

 

Outstanding shares - 35,110 and 34,102

 

 

 

 

 

 

 

 

Treasury shares, at cost - 10,415 and 9,667

 

 

(80,802

)

 

 

(62,153

)

Issued shares - 45,778 and 45,324

 

 

 

 

 

 

 

Outstanding shares - 34,735 and 35,052

 

 

 

 

 

 

 

Treasury shares, at cost - 11,043 and 10,272

 

(105,123

)

 

 

(86,982

)

Additional paid-in capital

 

 

70,789

 

 

 

40,987

 

 

86,186

 

 

 

82,263

 

Accumulated other comprehensive income (loss), net of taxes

 

 

(4,006

)

 

 

(1,835

)

 

(6,281

)

 

 

(6,408

)

Retained earnings

 

 

306,656

 

 

 

222,469

 

 

464,748

 

 

 

381,864

 

Total stockholders' equity

 

 

293,092

 

 

 

199,916

 

 

439,988

 

 

 

371,190

 

Total liabilities, contingently redeemable common stock and stockholders' equity

 

$

993,548

 

 

$

911,774

 

Total liabilities and stockholders' equity

$

1,454,999

 

 

$

1,060,007

 

 

The accompanying notes to consolidated financial statements are an integral part of these statements.

 

 

 

6570


Table of Contents

 

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

 

 

For the Years Ended December 31,

 

 

For the Years Ended December 31,

 

 

2015

 

 

2014

 

 

2013

 

 

2017

 

 

2016

 

 

2015

 

PREMIUMS EARNED AND OTHER REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct premiums written

 

$

883,409

 

 

$

789,577

 

 

$

783,894

 

 

$

1,055,886

 

 

$

954,617

 

 

$

883,409

 

Ceded premiums written

 

 

(256,961

)

 

 

(399,730

)

 

 

(522,116

)

Net premiums written

 

 

626,448

 

 

 

389,847

 

 

 

261,778

 

Change in net unearned premium

 

 

(122,449

)

 

 

(62,970

)

 

 

5,877

 

Change in unearned premium

 

 

(56,688

)

 

 

(33,390

)

 

 

(46,617

)

Direct premium earned

 

 

999,198

 

 

 

921,227

 

 

 

836,792

 

Ceded premium earned

 

 

(310,405

)

 

 

(288,811

)

 

 

(332,793

)

Premiums earned, net

 

 

503,999

 

 

 

326,877

 

 

 

267,655

 

 

 

688,793

 

 

 

632,416

 

 

 

503,999

 

Net investment income (expense)

 

 

5,155

 

 

 

2,375

 

 

 

1,928

 

 

 

13,460

 

 

 

9,540

 

 

 

5,155

 

Net realized gains (losses) on investments

 

 

1,060

 

 

 

5,627

 

 

 

(14,740

)

 

 

2,570

 

 

 

2,294

 

 

 

1,060

 

Net change in unrealized gains (losses) on investments

 

 

 

 

 

 

 

 

7,850

 

Commission revenue

 

 

14,870

 

 

 

14,205

 

 

 

18,615

 

 

 

21,253

 

 

 

17,733

 

 

 

14,870

 

Policy fees

 

 

15,440

 

 

 

13,982

 

 

 

13,661

 

 

 

18,838

 

 

 

16,880

 

 

 

15,440

 

Other revenue

 

 

6,020

 

 

 

6,210

 

 

 

6,190

 

 

 

7,002

 

 

 

6,426

 

 

 

6,020

 

Total premiums earned and other revenues

 

 

546,544

 

 

 

369,276

 

 

 

301,159

 

 

 

751,916

 

 

 

685,289

 

 

 

546,544

 

OPERATING COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

 

187,739

 

 

 

123,275

 

 

 

108,615

 

 

 

350,428

 

 

 

301,229

 

 

 

187,739

 

General and administrative expenses

 

 

183,782

 

 

 

118,397

 

 

 

91,988

 

 

 

231,004

 

 

 

221,177

 

 

 

183,782

 

Total operating costs and expenses

 

 

371,521

 

 

 

241,672

 

 

 

200,603

 

 

 

581,432

 

 

 

522,406

 

 

 

371,521

 

INCOME BEFORE INCOME TAXES

 

 

175,023

 

 

 

127,604

 

 

 

100,556

 

 

 

170,484

 

 

 

162,883

 

 

 

175,023

 

Income tax expense

 

 

68,539

 

 

 

54,616

 

 

 

41,579

 

 

 

63,549

 

 

 

63,473

 

 

 

68,539

 

NET INCOME

 

$

106,484

 

 

$

72,988

 

 

$

58,977

 

 

$

106,935

 

 

$

99,410

 

 

$

106,484

 

Basic earnings per common share

 

$

3.06

 

 

$

2.17

 

 

$

1.64

 

 

$

3.07

 

 

$

2.85

 

 

$

3.06

 

Weighted average common shares outstanding - Basic

 

 

34,799

 

 

 

33,569

 

 

 

35,866

 

 

 

34,841

 

 

 

34,919

 

 

 

34,799

 

Fully diluted earnings per common share

 

$

2.97

 

 

$

2.08

 

 

$

1.56

 

Diluted earnings per common share

 

$

2.99

 

 

$

2.79

 

 

$

2.97

 

Weighted average common shares outstanding - Diluted

 

 

35,884

 

 

 

35,150

 

 

 

37,776

 

 

 

35,809

 

 

 

35,650

 

 

 

35,884

 

Cash dividend declared per common share

 

$

0.63

 

 

$

0.55

 

 

$

0.49

 

 

$

0.69

 

 

$

0.69

 

 

$

0.63

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

For the Years Ended December 31,

 

 

For the Years Ended December 31,

 

 

2015

 

 

2014

 

 

2013

 

 

2017

 

 

2016

 

 

2015

 

Net income

 

$

106,484

 

 

$

72,988

 

 

$

58,977

 

 

$

106,935

 

 

$

99,410

 

 

$

106,484

 

Other comprehensive income (loss)

 

 

(2,171

)

 

 

(1,459

)

 

 

(376

)

 

 

127

 

 

 

(2,402

)

 

 

(2,171

)

Comprehensive income (loss)

 

$

104,313

 

 

$

71,529

 

 

$

58,601

 

 

$

107,062

 

 

$

97,008

 

 

$

104,313

 

 

The accompanying notes to consolidated financial statements are an integral part of these statements.

 

 

 

 

 

 

6671


Table of Contents

 

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2015, 20142017, 2016 and 20132015

(in thousands)  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Common

 

 

Preferred

 

 

Common

 

 

Preferred

 

 

Additional

 

 

 

 

 

 

Other

 

 

 

 

 

 

Total

 

 

Common

 

 

Preferred

 

 

Common

 

 

Preferred

 

 

Additional

 

 

 

 

 

 

Other

 

 

 

 

 

 

Total

 

 

Shares

 

 

Shares

 

 

Stock

 

 

Stock

 

 

Paid-In

 

 

Retained

 

 

Comprehensive

 

 

Treasury

 

 

Stockholders'

 

 

Shares

 

 

Shares

 

 

Stock

 

 

Stock

 

 

Paid-In

 

 

Retained

 

 

Comprehensive

 

 

Treasury

 

 

Stockholders'

 

 

Issued

 

 

Issued

 

 

Amount

 

 

Amount

 

 

Capital (3)

 

 

Earnings

 

 

Income

 

 

Stock

 

 

Equity (3)

 

 

Issued

 

 

Issued

 

 

Amount

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Stock

 

 

Equity

 

Balance, December 31, 2012

 

 

41,889

 

 

 

108

 

 

$

419

 

 

$

1

 

 

$

38,684

 

 

$

127,511

 

 

$

 

 

$

(3,101

)

 

$

163,514

 

Stock option exercises

 

 

2,330

 

 

 

 

 

 

23

 

 

 

 

 

 

9,446

 

 

 

 

 

 

 

 

 

(11,609

)

 

 

(2,140

)

Grants and vesting of restricted stock

 

 

1,000

 

 

 

 

 

 

10

 

 

 

 

 

 

(10

)

 

 

 

 

 

 

 

 

(1,021

)

 

 

(1,021

)

Conversion of preferred stock

 

 

389

 

 

 

(78

)

 

 

4

 

 

 

(1

)

 

 

(3

)

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(32,366

)

 

 

(32,366

)

Retirement of treasury shares

 

 

(1,967

)

 

 

 

 

 

(20

)

 

 

 

 

 

(12,610

)

 

 

 

 

 

 

 

 

12,630

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,416

 

 

 

 

 

 

 

 

 

 

 

 

6,416

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

58,977

 

 

 

 

 

 

 

 

 

58,977

 

Change in net unrealized gains (losses) (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(376

)

 

 

 

 

 

(376

)

Excess tax benefit (shortfall), net (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

359

 

 

 

 

 

 

 

 

 

 

 

 

359

 

Declaration of dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,754

)

 

 

 

 

 

 

 

 

(17,754

)

Balance, December 31, 2013

 

 

43,641

 

 

 

30

 

 

 

436

 

 

 

 

 

 

42,282

 

 

 

168,734

 

 

 

(376

)

 

 

(35,467

)

 

 

175,609

 

Stock option exercises

 

 

1,900

 

 

 

 

 

 

19

 

 

 

 

 

 

9,347

 

 

 

 

 

 

 

 

 

(15,402

)

 

 

(6,036

)

Grants and vesting of restricted stock

 

 

950

 

 

 

 

 

 

10

 

 

 

 

 

 

(10

)

 

 

 

 

 

 

 

 

(11,545

)

 

 

(11,545

)

Conversion of preferred stock

 

 

65

 

 

 

(18

)

 

 

1

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(29,736

)

 

 

(29,736

)

Treasury shares reissued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,050

)

 

 

 

 

 

 

 

 

3,050

 

 

 

 

Retirement of treasury shares

 

 

(1,787

)

 

 

 

 

 

(18

)

 

 

 

 

 

(26,929

)

 

 

 

 

 

 

 

 

26,947

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,342

 

 

 

 

 

 

 

 

 

 

 

 

12,342

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

72,988

 

 

 

 

 

 

 

 

 

72,988

 

Change in net unrealized gains (losses) (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,459

)

 

 

 

 

 

(1,459

)

Excess tax benefit (shortfall), net (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,006

 

 

 

 

 

 

 

 

 

 

 

 

7,006

 

Declaration of dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(19,253

)

 

 

 

 

 

 

 

 

(19,253

)

Balance, December 31, 2014 (3)

 

 

44,769

 

 

 

12

 

 

 

448

 

 

 

 

 

 

40,987

 

 

 

222,469

 

 

 

(1,835

)

 

 

(62,153

)

 

 

199,916

 

Balance, December 31, 2014

 

 

44,769

 

 

 

12

 

 

$

448

 

 

$

 

 

$

40,987

 

 

$

222,469

 

 

$

(1,835

)

 

$

(62,153

)

 

$

199,916

 

Stock option exercises

 

 

751

 

 

 

 

 

 

7

 

 

 

 

 

 

3,807

 

 

 

 

 

 

 

 

 

(8,101

)

 

 

(4,287

)

 

 

751

 

 

 

 

 

 

7

 

 

 

��

 

 

3,807

 

 

 

 

 

 

 

 

 

(8,101

)

 

 

(4,287

)

Grants and vesting of restricted stock

 

 

615

 

 

 

 

 

 

6

 

 

 

 

 

 

(6

)

 

 

 

 

 

 

 

 

(7,344

)

 

 

(7,344

)

 

 

615

 

 

 

 

 

 

6

 

 

 

 

 

 

(6

)

 

 

 

 

 

 

 

 

(7,344

)

 

 

(7,344

)

Purchase of preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(256

)

 

 

 

 

 

 

 

 

 

 

 

(256

)

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

(256

)

 

 

 

 

 

 

 

 

 

 

 

(256

)

Purchases of treasury stock

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18,649

)

 

 

(18,649

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18,649

)

 

 

(18,649

)

Reclassification of contingently redeemable common stock to common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19,000

 

 

 

 

 

 

 

 

 

 

 

 

19,000

 

Retirement of treasury shares

 

 

(610

)

 

 

 

 

 

(6

)

 

 

 

 

 

(15,439

)

 

 

 

 

 

 

 

 

15,445

 

 

 

 

 

 

(610

)

 

 

 

 

 

(6

)

 

 

 

 

 

(15,439

)

 

 

 

 

 

 

 

 

15,445

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,386

 

 

 

 

 

 

 

 

 

 

 

 

17,386

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,386

 

 

 

 

 

 

 

 

 

 

 

 

17,386

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

106,484

 

 

 

 

 

 

 

 

 

106,484

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

106,484

 

 

 

 

 

 

 

 

 

106,484

 

Change in net unrealized gains (losses) (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,171

)

 

 

 

 

 

(2,171

)

Excess tax benefit (shortfall), net (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,310

 

 

 

 

 

 

 

 

 

 

 

 

5,310

 

Change in net unrealized gains (losses) (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,171

)

 

 

 

 

 

(2,171

)

Excess tax benefit (shortfall), net (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,310

 

 

 

 

 

 

 

 

 

 

 

 

5,310

 

Declaration of dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(22,297

)

 

 

 

 

 

 

 

 

(22,297

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(22,297

)

 

 

 

 

 

 

 

 

(22,297

)

Balance, December 31, 2015

 

 

45,525

 

 

 

10

 

 

$

455

 

 

$

 

 

$

70,789

 

 

$

306,656

 

 

$

(4,006

)

 

$

(80,802

)

 

$

293,092

 

 

 

45,525

 

 

 

10

 

 

 

455

 

 

 

 

 

 

70,789

 

 

 

306,656

 

 

 

(4,006

)

 

 

(80,802

)

 

 

293,092

 

Stock option exercises

 

 

124

 

 

 

 

 

 

1

 

 

 

 

 

 

905

 

 

 

 

 

 

 

 

 

(6,238

)

 

 

(5,332

)

Purchases of treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8,510

)

 

 

(8,510

)

Treasury shares reissued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,670

 

 

 

 

 

 

 

 

 

2,330

 

 

 

10,000

 

Retirement of treasury shares

 

 

(325

)

 

 

 

 

 

(3

)

 

 

 

 

 

(6,235

)

 

 

 

 

 

 

 

 

6,238

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,288

 

 

 

 

 

 

 

 

 

 

 

 

10,288

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

99,410

 

 

 

 

 

 

 

 

 

99,410

 

Change in net unrealized gains (losses) (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,402

)

 

 

 

 

 

(2,402

)

Excess tax benefit (shortfall), net (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,154

)

 

 

 

 

 

 

 

 

 

 

 

(1,154

)

Declaration of dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(24,202

)

 

 

 

 

 

 

 

 

(24,202

)

Balance, December 31, 2016

 

 

45,324

 

 

 

10

 

 

 

453

 

 

 

 

 

 

82,263

 

 

 

381,864

 

 

 

(6,408

)

 

 

(86,982

)

 

 

371,190

 

Vesting of performance share units

 

 

115

 

 

 

 

 

 

1

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

(1,183

)

 

 

(1,183

)

Stock option exercises

 

 

804

 

 

 

 

 

 

8

 

 

 

 

 

 

5,578

 

 

 

 

 

 

 

 

 

(11,625

)

 

 

(6,039

)

Common stock issued

 

 

26

 

 

 

 

 

 

1

 

 

 

 

 

 

634

 

 

 

 

 

 

 

 

 

 

 

 

635

 

Purchases of treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18,141

)

 

 

(18,141

)

Retirement of treasury shares

 

 

(491

)

 

 

 

 

 

(5

)

 

 

 

 

 

(12,803

)

 

 

 

 

 

 

 

 

12,808

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,515

 

 

 

 

 

 

 

 

 

 

 

 

10,515

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

106,935

 

 

 

 

 

 

 

 

 

106,935

 

Change in net unrealized gains (losses) (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

127

 

 

 

 

 

 

127

 

Declaration of dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(24,051

)

 

 

 

 

 

 

 

 

(24,051

)

Balance, December 31, 2017

 

 

45,778

 

 

 

10

 

 

$

458

 

 

$

 

 

$

86,186

 

 

$

464,748

 

 

$

(6,281

)

 

$

(105,123

)

 

$

439,988

 

 

(1)

Excess tax benefits are related to share-based compensation.

(2)

Represents change in fair value of available for sale investments, net of income tax provision of $76 thousand for the year ended December 31, 2017 and a change in fair value of available for sale investments, net of income tax benefit of $1,486 thousand and $1,369 thousand $916 thousand and $236 thousand infor the years ended December 31, 2015, 20142016 and 2013,2015, respectively.

(3)(2)

Excess tax benefits (shortfall), net for the years ended December 31, 2016 and 2015 were recognized in additional paid-in capital. For the year ended December 31, 2017 excess tax benefits (shortfall) were recognized in income tax expense in the consolidated statements of income when the share-based awards vest or are settled. See “—Note 8 (Stockholders’ Equity)” for an explanation2 (Summary of events subsequent to December 31, 2014 giving rise to pro-forma stockholders’ equity of $218.9 million as of December 31, 2014.Significant Accounting Policies – Recently Adopted Accounting Pronouncements).”

The accompanying notes to consolidated financial statements are an integral part of these statements.

 

 

 

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Table of Contents

 

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

For the Years Ended December 31,

 

 

For the Years Ended December 31,

 

 

2015

 

 

2014

 

 

2013

 

 

2017

 

 

2016

 

 

2015

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

106,484

 

 

$

72,988

 

 

$

58,977

 

 

$

106,935

 

 

$

99,410

 

 

$

106,484

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bad debt expense

 

 

611

 

 

 

431

 

 

 

428

 

 

 

501

 

 

 

406

 

 

 

611

 

Depreciation and amortization

 

 

2,033

 

 

 

1,194

 

 

 

1,012

 

 

 

4,058

 

 

 

3,242

 

 

 

2,033

 

Amortization of share-based compensation

 

 

17,386

 

 

 

12,342

 

 

 

6,417

 

 

 

10,515

 

 

 

10,288

 

 

 

17,386

 

Amortization of original issue discount on debt

 

 

521

 

 

 

840

 

 

 

601

 

 

 

10

 

 

 

149

 

 

 

521

 

Accretion of deferred credit

 

 

(521

)

 

 

(840

)

 

 

(601

)

 

 

 

 

 

(149

)

 

 

(521

)

Book overdraft increase (decrease)

 

 

(5,924

)

 

 

(9,023

)

 

 

(11,047

)

 

 

36,715

 

 

 

 

 

 

(5,924

)

Net realized (gains) losses on investments

 

 

(1,060

)

 

 

(5,627

)

 

 

14,740

 

 

 

(2,570

)

 

 

(2,294

)

 

 

(1,060

)

Net change in unrealized (gains) losses on investments

 

 

 

 

 

 

 

 

(7,850

)

Amortization of premium/accretion of discount, net

 

 

1,831

 

 

 

2,116

 

 

 

1,582

 

 

 

3,994

 

 

 

3,481

 

 

 

1,831

 

Deferred income taxes

 

 

(693

)

 

 

1,118

 

 

 

7,363

 

 

 

1,309

 

 

 

4,724

 

 

 

(693

)

Excess tax (benefits) shortfall from share-based compensation

 

 

(5,310

)

 

 

(7,006

)

 

 

(359

)

 

 

(5,793

)

 

 

1,154

 

 

 

(5,310

)

Other

 

 

42

 

 

 

19

 

 

 

10

 

 

 

35

 

 

 

31

 

 

 

42

 

Issuance of common stock

 

 

634

 

 

 

 

 

 

 

Net change in assets and liabilities relating to operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted cash and cash equivalents

 

 

 

 

 

(35

)

 

 

30,409

 

Purchase of trading securities

 

 

 

 

 

 

 

 

(26,009

)

Proceeds from sales of trading securities

 

 

 

 

 

 

 

 

102,661

 

Prepaid reinsurance premiums

 

 

75,832

 

 

 

50,709

 

 

 

(1,293

)

 

 

(8,421

)

 

 

(9,712

)

 

 

75,832

 

Reinsurance recoverable

 

 

32,334

 

 

 

52,660

 

 

 

(18,656

)

 

 

(182,299

)

 

 

22,747

 

 

 

32,334

 

Reinsurance receivable, net

 

 

7,115

 

 

 

(7,265

)

 

 

24,131

 

 

 

186

 

 

 

167

 

 

 

7,115

 

Premiums receivable, net

 

 

(385

)

 

 

(4,911

)

 

 

3,256

 

 

 

(3,162

)

 

 

(3,249

)

 

 

(385

)

Accrued investment income

 

 

(298

)

 

 

(230

)

 

 

(720

)

 

 

(708

)

 

 

(1,514

)

 

 

(298

)

Other receivables

 

 

(1,783

)

 

 

12

 

 

 

131

 

Income taxes recoverable

 

 

255

 

 

 

2,477

 

 

 

(5,558

)

 

 

(417

)

 

 

1,004

 

 

 

255

 

Deferred policy acquisition costs, net

 

 

(34,359

)

 

 

(9,761

)

 

 

1,383

 

 

 

(8,147

)

 

 

(4,893

)

 

 

(34,359

)

Other assets

 

 

(750

)

 

 

(740

)

 

 

(459

)

 

 

(1,860

)

 

 

767

 

 

 

(2,533

)

Unpaid losses and loss adjustment expenses

 

 

(35,513

)

 

 

(24,869

)

 

 

(34,019

)

 

 

189,931

 

 

 

(40,346

)

 

 

(35,513

)

Unearned premiums

 

 

46,618

 

 

 

12,260

 

 

 

(4,583

)

 

 

56,688

 

 

 

33,390

 

 

 

46,618

 

Accounts payable

 

 

(3,743

)

 

 

680

 

 

 

(927

)

 

 

(321

)

 

 

2,809

 

 

 

(3,743

)

Reinsurance payable, net

 

 

7,519

 

 

 

(20,166

)

 

 

973

 

 

 

29,490

 

 

 

7,306

 

 

 

7,519

 

Income taxes payable

 

 

3,510

 

 

 

6,239

 

 

 

2,226

 

 

 

 

 

 

 

 

 

3,510

 

Other liabilities and accrued expenses

 

 

625

 

 

 

2,774

 

 

 

4,803

 

 

 

9,287

 

 

 

(505

)

 

 

625

 

Advance premium

 

 

6,894

 

 

 

(5,040

)

 

 

7,937

 

 

 

8,420

 

 

 

(7,017

)

 

 

6,894

 

Net cash provided by (used in) operating activities

 

 

219,271

 

 

 

123,346

 

 

 

156,959

 

 

 

245,010

 

 

 

121,396

 

 

 

219,271

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sale of property and equipment

 

 

86

 

 

 

84

 

 

 

8

 

 

 

23

 

 

 

36

 

 

 

86

 

Purchases of property and equipment

 

 

(11,869

)

 

 

(9,267

)

 

 

(1,350

)

 

 

(4,618

)

 

 

(8,223

)

 

 

(11,869

)

Payments to acquire a business

 

 

(1,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,000

)

Purchases of equity securities, available for sale

 

 

(65,038

)

 

 

(116,541

)

 

 

(77,859

)

Purchases of fixed maturities, available for sale

 

 

(178,198

)

 

 

(106,885

)

 

 

(305,330

)

Purchases of short-term investments, available for sale

 

 

(87,538

)

 

 

(50,000

)

 

 

 

Purchases of equity securities

 

 

(89,302

)

 

 

(66,688

)

 

 

(65,038

)

Purchases of fixed maturities

 

 

(180,604

)

 

 

(320,131

)

 

 

(178,198

)

Purchases of short-term investments

 

 

(10,000

)

 

 

 

 

 

(87,538

)

Purchases of investment real estate, net

 

 

(6,220

)

 

 

 

 

 

 

 

 

(7,218

)

 

 

(5,496

)

 

 

(6,220

)

Proceeds from sales of equity securities, available for sale

 

 

41,456

 

 

 

163,981

 

 

 

15,542

 

Proceeds from sales of fixed maturities, available for sale

 

 

38,379

 

 

 

17,153

 

 

 

 

Proceeds from sales of short-term investments, available for sale

 

 

12,500

 

 

 

 

 

 

 

Maturities of fixed maturities, available for sale

 

 

74,390

 

 

 

24,287

 

 

 

16,306

 

Maturities of short-term investments, available for sale

 

 

100,000

 

 

 

 

 

 

 

Proceeds from sales of equity securities

 

 

77,640

 

 

 

60,558

 

 

 

41,456

 

Proceeds from sales of fixed maturities

 

 

26,179

 

 

 

86,018

 

 

 

38,379

 

Proceeds from sales of short-term investments

 

 

 

 

 

 

 

 

12,500

 

Maturities of fixed maturities

 

 

97,191

 

 

 

54,615

 

 

 

74,390

 

Maturities of short-term investments

 

 

5,000

 

 

 

25,000

 

 

 

100,000

 

Net cash provided by (used in) investing activities

 

 

(83,052

)

 

 

(77,188

)

 

 

(352,683

)

 

 

(85,709

)

 

 

(174,311

)

 

 

(83,052

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock dividend

 

 

(10

)

 

 

(13

)

 

 

(29

)

 

 

(10

)

 

 

(10

)

 

 

(10

)

Common stock dividend

 

 

(22,287

)

 

 

(19,240

)

 

 

(17,725

)

 

 

(24,001

)

 

 

(24,192

)

 

 

(22,287

)

Issuance of common stock

 

 

511

 

 

 

73

 

 

 

 

Issuance of common stock for stock option exercises

 

 

 

 

 

119

 

 

 

511

 

Purchase of treasury stock

 

 

(18,649

)

 

 

(29,736

)

 

 

(32,366

)

 

 

(18,141

)

 

 

(8,510

)

 

 

(18,649

)

Sale of treasury stock

 

 

 

 

 

2,965

 

 

 

 

Purchase of preferred stock

 

 

(256

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(256

)

Proceeds received from issuance of contingently redeemable common stock

 

 

 

 

 

19,000

 

 

 

 

Payments related to tax withholding for share-based compensation

 

 

(12,141

)

 

 

(17,655

)

 

 

(3,161

)

 

 

(7,223

)

 

 

(5,451

)

 

 

(12,141

)

Excess tax benefits (shortfall) from share-based compensation

 

 

5,310

 

 

 

7,006

 

 

 

359

 

 

 

 

 

 

(1,154

)

 

 

5,310

 

Repayment of debt

 

 

(8,470

)

 

 

(7,471

)

 

 

(1,471

)

 

 

(2,170

)

 

 

(2,136

)

 

 

(8,470

)

Proceeds from borrowings

 

 

1,390

 

 

 

 

 

 

20,000

 

Borrowings under promissory note

 

 

 

 

 

 

 

 

1,390

 

Net cash provided by (used in) financing activities

 

 

(54,602

)

 

 

(48,036

)

 

 

(34,393

)

 

 

(51,545

)

 

 

(38,369

)

 

 

(54,602

)

Net increase (decrease) in cash and cash equivalents

 

 

81,617

 

 

 

(1,878

)

 

 

(230,117

)

 

 

107,756

 

 

 

(91,284

)

 

 

81,617

 

Cash and cash equivalents at beginning of period

 

 

115,397

 

 

 

117,275

 

 

 

347,392

 

 

 

105,730

 

 

 

197,014

 

 

 

115,397

 

Cash and cash equivalents at end of period

 

$

197,014

 

 

$

115,397

 

 

$

117,275

 

 

$

213,486

 

 

$

105,730

 

 

$

197,014

 

Supplemental cash and non-cash flow disclosures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid

 

$

963

 

 

$

1,486

 

 

$

1,166

 

 

$

348

 

 

$

421

 

 

$

963

 

Income taxes paid

 

$

65,383

 

 

$

44,769

 

 

$

36,634

 

 

$

68,883

 

 

$

63,378

 

 

$

65,383

 

Non-cash transfer of investments from trading to available for sale portfolio

 

$

 

 

$

 

 

$

4,004

 

Income tax refund

 

$

434

 

 

$

5,633

 

 

$

 

 

The accompanying notes to consolidated financial statements are an integral part of these statements.

 

 

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Table of Contents

 

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Nature of Operations, Basis of Presentation and Consolidation

Universal Insurance Holdings, Inc. (“UVE”) is a Delaware corporation incorporated in 1990. UVE with its wholly-owned subsidiaries (the “Company”), is a vertically integrated insurance holding company performing all aspects of insurance underwriting, distribution and claims. Through its wholly-owned insurance company subsidiaries, Universal Property & Casualty Insurance Company (“UPCIC”) and American Platinum Property and Casualty Insurance Company (“APPCIC”), together referred to as the “Insurance Entities,” the Company is principally engaged in the property and casualty insurance business offered primarily through aits network of independent agents. Risk from catastrophic losses is managed through the use of reinsurance agreements. The Company’s primary product is residential homeowners’ insurance currently offered in elevensixteen states as of December 31, 2015,2017, including Florida, which comprises the vast majority of the Company’s in-force policies. See “Note“— Note 5 (Insurance Operations0,Operations),” for more information regarding the Company’s insurance operations.

 

The Company generates revenues primarily from the collection of premiums and invests funds in excess of those retained for claims-paying obligations and insurance operations. Other significant sources of revenue include brokerage commissions collected from reinsurers on certain reinsurance programs placed by the Insurance Entities, policy fees collected from policyholders by our wholly-owned managing general agency subsidiary and payment plan fees charged to policyholders who choose to pay their premiums in installments.

The consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of UVE and its wholly ownedwholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

To conform to current period presentation, certain amounts in the prior periods’ consolidated financial statements and notes have been reclassified. Such reclassifications were of an immaterial amount and had no effect on net income or stockholders’ equity.

Consolidated Statement of Cash Flows – Additional Disclosure

As discussed in “—Note 8 (Stockholders’ Equity)”, in April 2016 the Company entered into a Purchase and Exchange Agreement with RenaissanceRe Ventures Ltd. pursuant to which the Company sold an aggregate of 583,771 shares of UVE common stock at a price of $17.13 per share for a total consideration of $10 million of which $7.035 million represents cancellation of outstanding indebtedness, non-cash portion, and the balance of $2.965 million was received in cash. The non-cash portion of the transaction has been excluded from the consolidated statement of cash flows.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company’s primary areasuse of estimateestimates are in the recognition of premium revenues, liabilities for unpaid losses, and loss adjustment expenses, provision for premium deficiency and reinsurance.subrogation recoveries, and reinsurance recoveries. Actual results could differ from those estimates.

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies followed by the Company are summarized as follows:

Cash and Cash Equivalents. The Company includes in cash equivalents all short-term, highly liquid investments that are readily convertible to known amounts of cash and have an original maturity of three months or less. These amounts are carried at cost, which approximates fair value. The Company excludes any net negative cash balances from cash and cash equivalents that the Company has with any single financial institution. These amounts represent outstanding checks or drafts not yet presented to the financial institution and are reclassified to liabilities and presented as book overdraft in the Company’s Consolidated Balance Sheets.

Restricted Cash and Cash Equivalents. The Company classifies amounts of cash and cash equivalents that are restricted in terms of their use and withdrawal separately on the face the Consolidated Balance Sheets. See “—Note 5 (Insurance Operations),” for a discussion of the nature of the restrictions.

 

74


Table of Contents

Investment Securities, Available for Sale. InvestmentAll investment securities are classified as available for sale and consist of fixed maturities, equity securities and short-term investments with maturities of greater than three months. Investment securities available for sale are recorded at fair value on the consolidated balance sheet. Unrealized gains and losses on securities available for sale are excluded from earnings and reported as a component of other comprehensive income, net of related deferred taxes until reclassified to earnings upon the consummation of sales transaction with an unrelated third party or when the decline in fair value is deemed other than temporary.

Gains and losses realized on the disposition of investment securities available for sale are determined on the FIFO basis and credited or charged to income. Premium and discount on investment securities are amortized and accreted using the interest method and charged or credited to investment income.

Other Than Temporary Impairment. The assessment of whether the impairment of a security’s fair value is other than temporary is performed using a portfolio review as well as a case-by-case review considering a wide range of factors. There are a number of assumptions and estimates inherent in evaluating impairments and determining if they are other than temporary, including: 1) the Company’s ability and intent to hold the

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investment for a period of time sufficient to allow for an anticipated recovery in value; 2) the expected recoverability of principal and interest; 3) the extent and length of time to which the fair value has been less than amortized cost for fixed maturity securities or cost for equity securities and short-term investments referred to as severity and duration; 4) the financial condition, near-term and long-term prospects of the issue or issuer, including relevant industry conditions and trends, and implications of rating agency actions and offering prices referred to as credit quality; and 5) the specific reasons that a security is in a significant unrealized loss position, including market conditions which could affect liquidity. Additionally, once assumptions and estimates are made, any number of changes in facts and circumstances could cause the Company to subsequently determine that an impairment is other than temporary, including: 1) general economic conditions that are worse than previously forecasted or that have a greater adverse effect on a particular issuer or industry sector than originally estimated; 2) changes in the facts and circumstances related to a particular issue or issuer’s ability to meet all of its contractual obligations; and 3) changes in facts and circumstances obtained that causes a change in our ability or intent to hold a security to maturity or until it recovers in value. Management’s intent and ability to hold securities is a determination that is made at each respective balance sheet date giving consideration to factors known to management for each individual issuer of securities such as credit quality and other publicly available information.

Gains and losses realized on the disposition of investment securities available for sale are determined on the FIFO basis and credited or charged to income. Premium and discount on investment securities are amortized and accreted using the interest method and charged or credited to investment income.

 

Investment Real Estate. Investment real estate is recorded at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. Real estate taxes, interest and other costs incurred during development and construction of properties are capitalized. Income and expenses from income producing real estate are reported under net investment income. Investment real estate is evaluated for impairment when events or circumstances indicate the carrying value may not be recoverable

Derivatives. Derivatives were held in the Company’s trading portfolio and were reported at fair value with changes in their value reported as unrealized gains or losses until exercised, sold or upon expiration at which time the gain or loss was recognized as a realized gain or loss. The premium received for a written call option was recorded as a liability until the option was either exercised or expired. If the option was exercised by the holder, the Company recognizes the premium received by adjusting the amount of the realized gain or loss on the underlying security by the amount of the option premium received. If the option expired or otherwise terminated, the premium received was recognized as a component of realized gains or losses. All derivatives held in the Company’s trading portfolio were liquidated during the first quarter of 2013.recoverable.

Premiums Receivable. Generally, premiums are collected prior to providingor during the policy period as permitted under the Insurance Entities payment plans. Credit risk coverage, minimizingis minimized through the Company’seffective administration of policy payment plans whereby rules governing policy cancellation minimize exposure to credit risk. The Company performs a policy level evaluation to determine the extent the premiums receivable balance exceeds the unearned premiums balance. The Company then ages this exposure to establish an allowance for doubtful accounts based on prior credit experience. As of December 31, 20152017 and 2014,2016, the Company had recorded allowances for doubtful accounts in the amounts of $344$680 thousand and $357$527 thousand, respectively.

Property and Equipment. Property and equipment is recorded at cost less accumulated depreciation. Depreciation is provideddepreciation and are depreciated on the straight-line basis over the estimated useful life of the assets. Estimated useful life of all property and equipment ranges from three for equipment to twenty-seven-and-one-half years.years for buildings and improvements. Expenditures for improvements are capitalized and depreciated over the remaining useful life of the asset. Routine repairs and maintenance are expensed as incurred. Website development costs are capitalized and amortized over their estimated useful life.three years. Software is capitalized and amortized over three years. The Company reviews its property and equipment for impairment annually andand/or whenever changes in circumstances indicate that the carrying amount may not be recoverable.

Leases. The Company has operating leases that are subject to annual increases and amortizes the scheduled annual rental increases over the term of the leases.

Recognition of Premium Revenues. The Company recognizes revenue when realized or realizableDirect and earned. Property and liabilityceded premiums are recognized as revenue on a pro rata basis over the policy term.term or over the term of the reinsurance agreement. The portion of direct premiums that will be earned in the future is deferred and reported as unearned premiums. The Company believesportion of ceded premiums that its revenue recognition policies conform to U.S. GAAP. Inwill be earned in the event policyholders cancel their policies,future is deferred and reported as prepaid reinsurance premiums (ceded unearned premiums represent amounts that the Insurance Entities would refund policyholders. Accordingly, the Company determines unearned premiums by calculating the pro rata amount that would be due to the policyholders at a given point in time based upon the premiums owed over the life of each policy.premiums).

Recognition of Commission Revenue and Policy Fees. Commission revenue generated from agency operations andreinsurance brokerage commission earned on ceded premium by the Insurance Entities is recognized over the term of the reinsurance agreements.

Policy Fees. Policy fees, which represents fees paid by policyholders to the Managing General Agent (MGA)’s policy fee on all new and renewal insurance policies, are recognized as income upon policy inception. Brokerage commission revenue earned on ceded reinsurance is recognized over the term of the reinsurance agreements.

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Recognition of Policyholder Payment Plan FeeOther Revenue. The Company offers its policyholders the option of paying their policy premiums in full at inception or in two or four installment payments.installments. The Company charges fees to its policyholders that elect to pay their premium in installments and records such fees as revenue when the policyholder makes the installment payment election andas the Company bills the fees to the policyholder. These fees are included in Other Revenue in the Company’s Consolidated Statements

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Deferred Policy Acquisition Costs. Certain costs incurred in connection withThe Company defers direct commissions and premium taxes relating to the successful acquisition andor renewal of insurance business are deferredpolicies and amortizeddefers the costs until recognized as expense over the terms of the policies to which they are related. A portion of reinsurance ceding commissions receivedCommissions on ceded premiums are deferred and amortized over the effective period of the related insurancereinsurance policies. Deferred policy acquisition costs and deferred ceding commissions are netted for balance sheet presentation purposes.            purposes and are recorded at their estimated realizable value.

 

Goodwill.Intangible Assets. Goodwill and indefinite-lived intangible assets arising from the acquisition of a business is initially measured at cost and not subject to amortization. We assess goodwill and indefinite-lived intangible assets for potential impairments at the end of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the asset. Goodwill is included under Other Assets in the Consolidated Balance Sheets.

Insurance Liabilities. Unpaid losses and loss adjustment expenses (“LAE”) are provided for as claims are incurred. The provision for unpaid losses and loss adjustment expenses includes: (1) the accumulation of individual case estimates for claims and claim adjustment expenses reported prior to the close of the accounting period; (2) estimates for unreported claims based on industry data; and (3) estimates of expenses for investigating and adjusting claims based on the experience of the Company and the industry. The Company estimates and accrues its right to subrogate reported or estimated claims against other parties. Subrogated claims are recorded at amounts estimated to be received from the subrogated parties, net of related costs and netted against unpaid losses and LAE.

Inherent in the estimates of ultimate claims and subrogation are expected trends in claim severity, frequency and other factors that may vary as claims are settled. The amount of uncertainty in the estimates for casualty coverage is significantly affected by such factors as the amount of claims experience relative to the development period, knowledge of the actual facts and circumstances and the amount of insurance risk retained. In addition, the Company’s policyholders are currently concentrated in South Florida, which is periodically subject to adverse weather conditions, such as hurricanes, tornados, ice storms and tropical storms. The actuarial methods for making such estimates for unpaid losses, LAE and subrogation recoveries and for establishing the resulting net liability are periodically reviewed, and any adjustments are reflected in current earnings.

Provision for Premium Deficiency. It is the Company’s policy to evaluate and recognize losses on insurance contracts when estimated future claims, deferred policy acquisition costs and maintenance costs under a group of existing contracts will exceed anticipated future premiums. No accruals for premium deficiency were considered necessary as of December 31, 20152017 and 2014.2016.

Reinsurance. InCeded written premium is recorded upon the normal course of business, the Company seeks to reduce the risk of loss that may arise from catastrophes or other events that cause unfavorable underwriting results by reinsuring (ceding) certain levels of risk in various areas of exposure with other insurance enterprises or reinsurers. The Company remains responsible for insured losses in the eventeffective date of the failure of any reinsurer to make payments otherwise due toreinsurance contracts and earned over the Company.contract period. Amounts recoverable from reinsurers are estimated in a manner consistent with the provisions of the reinsurance agreementagreements and consistent with the establishment of the gross liability ofto the Company. Allowances are established for amounts deemed uncollectible if any.

Income Taxes. Income tax provisions are based onThe Company accounts for income taxes under the asset and liability method.method, that recognizes the amount of income taxes payable or refundable for the current year and recognizes deferred tax assets and liabilities based on the tax rates expected to be in effect during the periods in which the temporary differences reverse. Temporary differences arise when income or expenses are recognized in different periods on the consolidated financial statements than on the tax returns. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that all, or some portion, of the benefits related to deferred tax assets will not be realized. Income taxes includes both, estimated federal and state income taxes have been provided for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, net of valuation allowance if any. The Company reviews its deferred tax assets for recoverability.taxes.

Income (Loss) Per Share of Common Stock. Basic earnings per share excludes dilution and is computed by dividing the Company’s net income (loss) available to common stockholders, by the weighted-average number of shares of Common Stock outstanding during the period. Diluted earnings per share is computed by dividing the Company’s net income (loss) by the weighted average number of shares of Common Stock outstanding during the period andplus the impact of all potentially dilutive potential common shares, primarily preferred stock, unvested shares and options. The dilutive impact of stock options and unvested shares is determined by applying the treasury stock method and the dilutive impact of the preferred stock is determined by applying the “if converted” method.

Fair Value Measurements. The Company’s policy is to record transfers of assets and liabilities, if any, between Level 1 and Level 2 at their fair values as of the end of each reporting period, consistent with the date of the determination of fair value. There were no transfers during the years ended December 31, 2017 or 2016.

Share-based Compensation. The Company accounts for share-based compensation based on the estimated grant-date fair value. The Company recognizes these compensation costs in general and administrative expenses and generally amortizes them on a straight-line basis over the requisite service period of the award, which is the vesting term. Individual tranches of performance-based awards are amortized separately since the vesting of each tranche is subject to independent annual measures. The fair value of stock option

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awards are estimated using the Black-Scholes option pricing model with the grant-date assumptions discussed in “—Note 9 (Share-Based Compensation).” The fair value of the restricted share grants are determined based on the market price on the date of grant.

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Statutory Accounting. UPCIC and APPCIC are highly regulated and prepare statutoryand file financial statements in conformity with the statutory accounting practices prescribed or permitted by the Florida Office of Insurance Regulation (the “FLOIR”). and the National Association of Insurance Commissioners (“NAIC”) which differ from U.S. GAAP. The FLOIR requires that insurance companies domiciled in Florida prepare their statutory financial statements in accordance with the Manual (the “Manual”), as modified by the FLOIR. Accordingly, the admitted assets, liabilities and capital and surplus of UPCIC and APPCIC as of December 31, 20152017 and 20142016 and the results of operations and cash flows, for the years ended December 31, 2017, 2016 and 2015, 2014 and 2013,for their regulatory filings have been determinedprepared in accordance with statutory accounting principles but adjusted to U.S. GAAP for purposes of these financial statements.as promulgated by the FLOIR and the NAIC. The statutory accounting principles are more restrictive than U.S. GAAP and are designed primarily to demonstrate the ability to meet obligations to policyholders and claimants and, consequently, differ in some respects from U.S. GAAP.claimants.

NewRecently Adopted Accounting Pronouncements

In June 2011,March 2016, the FASB updated its guidanceFinancial Accounting Standards Board (“FASB”) revised U.S. GAAP with the issuance of Accounting Standard Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to the Comprehensive Income Topic 220Employee Share-Based Payment Accounting, which simplifies several aspects of the FASB Accounting Standards Codificationaccounting for share-based payment transactions. The new ASU requires excess income tax benefits (windfalls) and deficiencies (shortfalls) to be recognized in February 2013, the FASB further amended such topic. This February 2013income statement when the awards vest or are settled. The former guidance requires disclosure about amounts reclassified outrequired the recognition of accumulated other comprehensive income by component.excess tax benefits or deficiencies in stockholders’ equity. In addition, an entity is required to present, either on the face ofall income tax-related cash flows resulting from share-based payments will be reported as operating activities in the statement of operationscash flows under the new ASU. The ASU also, allows the Company to repurchase more of an employee's shares for tax withholding purposes without triggering liability accounting; clarifies that all cash payments for tax withholdings made on an employee’s behalf should be presented as a financing activity on the Company’s statement of cash flows; provides an accounting policy election to account for forfeitures as they occur; and modifies the calculation of dilutive earnings per share to no longer use proceeds from tax benefits or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. This guidance is to be applied prospectively to interim and annual reporting periods beginning after December 15, 2012.deficiencies. The Company adopted this guidanceASU effective January 1, 2013. The adoption2017, which resulted in the recognition of this guidance results in additional disclosures but did not impactan excess tax benefit of $5.8 million for the Company’s results of operations, cash flows or financial position.twelve months ended December 31, 2017.

 

 

NOTE 3 – INVESTMENTS

 

Securities Available for Sale

The following table provides the cost or amortized cost and fair value of securities available for sale as of the dates presented (in thousands):

 

 

December 31, 2015

 

 

December 31, 2017

 

 

Cost or

 

 

Gross

 

 

Gross

 

 

 

 

 

 

Cost or

 

 

Gross

 

 

Gross

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

 

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

Fixed Maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government obligations and agencies

 

$

126,209

 

 

$

 

 

$

(867

)

 

$

125,342

 

 

$

60,481

 

 

$

 

 

$

(877

)

 

$

59,604

 

Corporate bonds

 

 

126,421

 

 

 

137

 

 

 

(1,041

)

 

 

125,517

 

 

 

228,336

 

 

 

476

 

 

 

(1,308

)

 

 

227,504

 

Mortgage-backed and asset-backed securities

 

 

151,328

 

 

 

97

 

 

 

(1,265

)

 

 

150,160

 

 

 

221,956

 

 

 

19

 

 

 

(2,523

)

 

 

219,452

 

Municipal bonds

 

 

120,883

 

 

 

599

 

 

 

(1,187

)

 

 

120,295

 

Redeemable preferred stock

 

 

9,665

 

 

 

429

 

 

 

(29

)

 

 

10,065

 

 

 

12,059

 

 

 

485

 

 

 

(65

)

 

 

12,479

 

Other

 

 

5,000

 

 

 

 

 

 

(1

)

 

 

4,999

 

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

10,991

 

 

 

15

 

 

 

(244

)

 

 

10,762

 

 

 

22,584

 

 

 

47

 

 

 

(3,820

)

 

 

18,811

 

Mutual funds

 

 

35,221

 

 

 

5

 

 

 

(3,774

)

 

 

31,452

 

 

 

45,456

 

 

 

179

 

 

 

(2,231

)

 

 

43,404

 

Short-term investments

 

 

25,011

 

 

 

10

 

 

 

 

 

 

25,021

 

 

 

10,000

 

 

 

 

 

 

 

 

 

10,000

 

Total

 

$

489,846

 

 

$

693

 

 

$

(7,221

)

 

$

483,318

 

 

$

721,755

 

 

$

1,805

 

 

$

(12,011

)

 

$

711,549

 

 

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Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014

 

 

December 31, 2016

 

 

Cost or

 

 

Gross

 

 

Gross

 

 

 

 

 

 

Cost or

 

 

Gross

 

 

Gross

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

 

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

Fixed Maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government obligations and agencies

 

$

120,627

 

 

$

38

 

 

$

(627

)

 

$

120,038

 

 

$

74,937

 

 

$

 

 

$

(670

)

 

$

74,267

 

Corporate bonds

 

 

120,025

 

 

 

171

 

 

 

(364

)

 

 

119,832

 

 

 

192,328

 

 

 

402

 

 

 

(1,300

)

 

 

191,430

 

Mortgage-backed and asset-backed securities

 

 

107,589

 

 

 

136

 

 

 

(502

)

 

 

107,223

 

 

 

216,679

 

 

 

135

 

 

 

(2,038

)

 

 

214,776

 

Municipal bonds

 

 

94,794

 

 

 

130

 

 

 

(3,727

)

 

 

91,197

 

Redeemable preferred stock

 

 

6,700

 

 

 

165

 

 

 

(9

)

 

 

6,856

 

 

 

12,723

 

 

 

125

 

 

 

(157

)

 

 

12,691

 

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

331

 

 

 

4

 

 

 

(65

)

 

 

270

 

 

 

214

 

 

 

 

 

 

(121

)

 

 

93

 

Mutual funds

 

 

21,296

 

 

 

 

 

 

(1,924

)

 

 

19,372

 

 

 

53,900

 

 

 

407

 

 

 

(3,597

)

 

 

50,710

 

Short-term investments

 

 

50,000

 

 

 

 

 

 

(10

)

 

 

49,990

 

 

 

5,000

 

 

 

2

 

 

 

 

 

 

5,002

 

Total

 

$

426,568

 

 

$

514

 

 

$

(3,501

)

 

$

423,581

 

 

$

650,575

 

 

$

1,201

 

 

$

(11,610

)

 

$

640,166

 

 

The following table provides the credit quality of investment securities with contractual maturities or the issuer of such securities as of the dates presented (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

December 31, 2014 (1)

 

 

 

 

 

 

 

% of Total

 

 

 

 

 

 

% of Total

 

Comparable Ratings

 

Fair Value

 

 

Fair Value

 

 

Fair Value

 

 

Fair Value

 

AAA

 

$

103,097

 

 

 

23.4

%

 

$

39,657

 

 

 

9.8

%

AA

 

 

189,600

 

 

 

43.0

%

 

 

220,693

 

 

 

54.8

%

A

 

 

83,850

 

 

 

19.0

%

 

 

83,734

 

 

 

20.7

%

BBB

 

 

41,408

 

 

 

9.4

%

 

 

47,003

 

 

 

11.6

%

BB and Below

 

 

4,261

 

 

 

1.0

%

 

 

3,401

 

 

 

0.8

%

No Rating Available

 

 

18,888

 

 

 

4.2

%

 

 

9,451

 

 

 

2.3

%

Total

 

$

441,104

 

 

 

100.0

%

 

$

403,939

 

 

 

100.0

%

(1)

The credit ratings in the table above have been reclassified from the prior periods’ consolidated financial statements to conform to the current periods’ presentation.  For investment securities where no credit rating was previously available, the credit rating of the issuer of such security is disclosed in the table above, where applicable.

 

 

December 31, 2017

 

 

December 31, 2016

 

 

 

 

 

 

 

% of Total

 

 

 

 

 

 

% of Total

 

Comparable Ratings

 

Fair Value

 

 

Fair Value

 

 

Fair Value

 

 

Fair Value

 

AAA

 

$

135,237

 

 

 

20.8

%

 

$

131,260

 

 

 

22.3

%

AA

 

 

292,496

 

 

 

45.1

%

 

 

275,480

 

 

 

46.7

%

A

 

 

134,505

 

 

 

20.7

%

 

 

107,418

 

 

 

18.2

%

BBB

 

 

80,566

 

 

 

12.4

%

 

 

67,263

 

 

 

11.4

%

BB and Below

 

 

2,919

 

 

 

0.4

%

 

 

3,444

 

 

 

0.6

%

No Rating Available

 

 

3,611

 

 

 

0.6

%

 

 

4,498

 

 

 

0.8

%

Total

 

$

649,334

 

 

 

100.0

%

 

$

589,363

 

 

 

100.0

%

 

The tables above include comparable credit quality ratings by Standard and Poor’s Rating Services, Inc., Moody’s Investors Service, Inc. and Fitch Ratings, Inc.

The following table summarizes the cost or amortized cost and fair value of mortgage-backed and asset-backed securities as of the dates presented (in thousands):

 

 

December 31, 2015

 

 

December 31, 2014

 

 

December 31, 2017

 

 

December 31, 2016

 

 

Cost or

 

 

 

 

 

 

Cost or

 

 

 

 

 

 

Cost or

 

 

 

 

 

 

Cost or

 

 

 

 

 

 

Amortized

 

 

 

 

 

 

Amortized

 

 

 

 

 

 

Amortized

 

 

 

 

 

 

Amortized

 

 

 

 

 

 

Cost

 

 

Fair Value

 

 

Cost

 

 

Fair Value

 

 

Cost

 

 

Fair Value

 

 

Cost

 

 

Fair Value

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

$

74,353

 

 

$

73,854

 

 

$

64,905

 

 

$

64,619

 

 

$

118,014

 

 

$

116,014

 

 

$

110,724

 

 

$

109,022

 

Non-agency

 

 

10,430

 

 

 

10,183

 

 

 

8,053

 

 

 

7,987

 

 

 

17,676

 

 

 

17,488

 

 

 

19,408

 

 

 

19,265

 

Asset-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Auto loan receivables

 

 

29,883

 

 

 

29,712

 

 

 

16,551

 

 

 

16,556

 

 

 

35,105

 

 

 

34,962

 

 

 

37,390

 

 

 

37,429

 

Credit card receivables

 

 

32,225

 

 

 

31,985

 

 

 

13,481

 

 

 

13,457

 

 

 

38,844

 

 

 

38,719

 

 

 

38,640

 

 

 

38,568

 

Other receivables

 

 

4,437

 

 

 

4,426

 

 

 

4,599

 

 

 

4,604

 

 

 

12,317

 

 

 

12,269

 

 

 

10,517

 

 

 

10,492

 

Total

 

$

151,328

 

 

$

150,160

 

 

$

107,589

 

 

$

107,223

 

 

$

221,956

 

 

$

219,452

 

 

$

216,679

 

 

$

214,776

 

 

7378


Table of Contents

 

The following table summarizes the fair value and gross unrealized losses on securities available for sale, aggregated by major investment category and length of time that individual securities have been in a continuous unrealized loss position as of the dates presented (in thousands):

 

 

December 31, 2015

 

 

December 31, 2017

 

 

Less Than 12 Months

 

 

12 Months or Longer

 

 

Less Than 12 Months

 

 

12 Months or Longer

 

 

Number of

 

 

 

 

 

 

Unrealized

 

 

Number of

 

 

 

 

 

 

Unrealized

 

 

Number of

 

 

 

 

 

 

Unrealized

 

 

Number of

 

 

 

 

 

 

Unrealized

 

 

Issues

 

 

Fair Value

 

 

Losses

 

 

Issues

 

 

Fair Value

 

 

Losses

 

 

Issues

 

 

Fair Value

 

 

Losses

 

 

Issues

 

 

Fair Value

 

 

Losses

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government obligations and agencies

 

 

10

 

 

$

121,912

 

 

$

(690

)

 

 

2

 

 

$

3,429

 

 

$

(177

)

 

 

7

 

 

$

35,464

 

 

$

(301

)

 

 

9

 

 

$

24,140

 

 

$

(576

)

Corporate bonds

 

 

101

 

 

 

90,717

 

 

 

(927

)

 

 

6

 

 

 

4,789

 

 

 

(114

)

 

 

159

 

 

 

142,208

 

 

 

(792

)

 

 

39

 

 

 

29,796

 

 

 

(516

)

Mortgage-backed and asset-backed securities

 

 

51

 

 

 

118,743

 

 

 

(974

)

 

 

6

 

 

 

13,902

 

 

 

(291

)

 

 

83

 

 

 

137,481

 

 

 

(955

)

 

 

37

 

 

 

70,218

 

 

 

(1,568

)

Municipal bonds

 

 

36

 

 

 

28,265

 

 

 

(246

)

 

 

30

 

 

 

48,370

 

 

 

(941

)

Redeemable preferred stock

 

 

5

 

 

 

764

 

 

 

(29

)

 

 

 

 

 

 

 

 

 

 

 

21

 

 

 

2,464

 

 

 

(65

)

 

 

 

 

 

 

 

 

 

Other

 

 

1

 

 

 

4,999

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

3

 

 

 

8,690

 

 

 

(148

)

 

 

2

 

 

 

93

 

 

 

(96

)

 

 

2

 

 

 

17,846

 

 

 

(3,820

)

 

 

 

 

 

 

 

 

 

Mutual funds

 

 

3

 

 

 

13,192

 

 

 

(374

)

 

 

1

 

 

 

7,867

 

 

 

(3,400

)

 

 

3

 

 

 

25,338

 

 

 

(135

)

 

 

1

 

 

 

9,171

 

 

 

(2,096

)

Total

 

 

174

 

 

$

359,017

 

 

$

(3,143

)

 

 

17

 

 

$

30,080

 

 

$

(4,078

)

 

 

311

 

 

$

389,066

 

 

$

(6,314

)

 

 

116

 

 

$

181,695

 

 

$

(5,697

)

 

 

December 31, 2014

 

 

December 31, 2016

 

 

Less Than 12 Months

 

 

12 Months or Longer

 

 

Less Than 12 Months

 

 

12 Months or Longer

 

 

Number of

 

 

 

 

 

 

Unrealized

 

 

Number of

 

 

 

 

 

 

Unrealized

 

 

Number of

 

 

 

 

 

 

Unrealized

 

 

Number of

 

 

 

 

 

 

Unrealized

 

 

Issues

 

 

Fair Value

 

 

Losses

 

 

Issues

 

 

Fair Value

 

 

Losses

 

 

Issues

 

 

Fair Value

 

 

Losses

 

 

Issues

 

 

Fair Value

 

 

Losses

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government obligations and agencies

 

 

3

 

 

$

27,341

 

 

$

(55

)

 

 

4

 

 

$

34,050

 

 

$

(572

)

 

 

11

 

 

$

70,453

 

 

$

(608

)

 

 

2

 

 

$

3,504

 

 

$

(62

)

Corporate bonds

 

 

67

 

 

 

58,271

 

 

 

(238

)

 

 

12

 

 

 

15,105

 

 

 

(126

)

 

 

116

 

 

 

96,379

 

 

 

(1,219

)

 

 

4

 

 

 

3,250

 

 

 

(80

)

Mortgage-backed and asset-backed securities

 

 

20

 

 

 

48,335

 

 

 

(273

)

 

 

5

 

 

 

16,842

 

 

 

(229

)

 

 

73

 

 

 

149,928

 

 

 

(1,923

)

 

 

5

 

 

 

9,660

 

 

 

(115

)

Municipal bonds

 

 

69

 

 

 

79,402

 

 

 

(3,726

)

 

 

 

 

 

 

 

 

 

Redeemable preferred stock

 

 

12

 

 

 

1,153

 

 

 

(9

)

 

 

 

 

 

 

 

 

 

 

 

50

 

 

 

6,340

 

 

 

(158

)

 

 

 

 

 

 

 

 

 

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

2

 

 

 

87

 

 

 

(20

)

 

 

2

 

 

 

117

 

 

 

(45

)

 

 

1

 

 

 

18

 

 

 

(7

)

 

 

2

 

 

 

75

 

 

 

(115

)

Mutual funds

 

 

2

 

 

 

10,514

 

 

 

(97

)

 

 

1

 

 

 

8,859

 

 

 

(1,827

)

 

 

3

 

 

 

28,020

 

 

 

(774

)

 

 

2

 

 

 

11,529

 

 

 

(2,823

)

Short-term investments

 

 

2

 

 

 

37,490

 

 

 

(10

)

 

 

 

 

 

 

 

 

 

Total

 

 

108

 

 

 

183,191

 

 

 

(702

)

 

 

24

 

 

 

74,973

 

 

 

(2,799

)

 

 

323

 

 

$

430,540

 

 

$

(8,415

)

 

 

15

 

 

$

28,018

 

 

$

(3,195

)

 

AtEvaluating Investments in Other Than Temporary Impairment (“OTTI”)

As of December 31, 2015, we2017, the Company held fixed maturity and equity securities and short-term investments that were in an unrealized loss position as presented in the table above. For fixed maturity securities with significant declines in value, we performthe Company performs quarterly fundamental credit analysis on a security-by-security basis, which includes consideration of credit quality and credit ratings, review of relevant industry analyst reports and other available market data. For fixed maturity, equity securities and short-term investments, the Company considers whether it has the intent and ability to hold the securities for a period of time sufficient to recover its cost basis. Where the

Company lacks the intent and ability to hold to recovery, or believes the recovery period is extended, the security’s decline in fair value is considered other than temporary and is recorded in earnings. Based uponon our analysis, our fixed income portfolio is of high quality and we believe we will recover the amortized cost basis of our fixed income securities. We continually monitor the credit quality of our fixed income investments to assess if it is probable that we will receive our contractual or estimated cash flows in the form of principal and interest. Additionally, the Company considers management’s intent and ability to hold the securities until recovery and its credit analysis of the individual issuers of the securities,securities. Based on this process and analysis, management has no reason to believe the unrealized losses for securities available for sale atas of December 31, 20152017 are other than temporary.

As of December 31, 2017, the Company held approximately $9.2 million equity securities that were in an unrealized loss position twelve months or longer. The unrealized loss on these securities was $2.1 million. Based on our analysis, the company believes each security will recover in a reasonable period of time and the Company has the intent and ability to hold them until recovery. There were no OTTI losses recognized in the periods on the equity portfolio.

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Table of Contents

The following table presents the amortized cost and fair value of investments with contractual maturities as of the date presented (in thousands): 

 

 

December 31, 2015

 

 

December 31, 2017

 

 

Cost or

 

 

 

 

 

 

Cost or

 

 

 

 

 

 

Amortized Cost

 

 

Fair Value

 

 

Amortized Cost

 

 

Fair Value

 

Due in one year or less

 

$

57,230

 

 

$

57,214

 

 

$

51,846

 

 

$

51,804

 

Due after one year through five years

 

 

222,963

 

 

 

221,403

 

 

 

235,323

 

 

 

233,849

 

Due after five years through ten years

 

 

1,460

 

 

 

1,349

 

 

 

56,806

 

 

 

56,677

 

Due after ten years

 

 

4,119

 

 

 

4,229

 

 

 

75,725

 

 

 

75,073

 

Mortgage-backed and asset-backed securities

 

 

151,328

 

 

 

150,160

 

 

 

221,956

 

 

 

219,452

 

Perpetual maturity securities

 

 

6,534

 

 

 

6,749

 

 

 

12,059

 

 

 

12,479

 

Total

 

$

443,634

 

 

$

441,104

 

 

$

653,715

 

 

$

649,334

 

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Table of Contents

 

Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay with or without penalty.

The following table provides certain information related to securities available for sale during the periods presented (in thousands):

 

 

Year Ended

 

 

Years Ended

 

 

December 31,

 

 

December 31,

 

 

2015

 

 

2014

 

 

2017

 

 

2016

 

Sales proceeds (fair value)

 

$

92,335

 

 

$

181,134

 

Proceeds from sales and maturities (fair value)

 

$

206,010

 

 

$

226,191

 

Gross realized gains

 

$

1,553

 

 

$

6,205

 

 

$

2,873

 

 

$

2,329

 

Gross realized losses

 

$

(493

)

 

$

(578

)

 

$

(303

)

 

$

(35

)

The following table presents the components of net investment income, comprised primarily of interest and dividends, for the periods presented (in thousands):

 

 

Year Ended December 31,

 

 

Years Ended December 31,

 

 

2015

 

 

2014

 

 

2013

 

 

2017

 

 

2016

 

 

2015

 

Fixed maturities

 

$

5,642

 

 

$

3,329

 

 

$

1,420

 

 

$

12,375

 

 

$

9,523

 

 

$

5,642

 

Equity securities

 

 

1,143

 

 

 

988

 

 

 

1,982

 

 

 

1,799

 

 

 

1,414

 

 

 

1,143

 

Short-term investments

 

 

246

 

 

 

46

 

 

 

 

 

 

22

 

 

 

75

 

 

 

246

 

Other (1)

 

 

409

 

 

 

83

 

 

 

148

 

 

 

1,459

 

 

 

734

 

 

 

409

 

Total investment income

 

 

7,440

 

 

 

4,446

 

 

 

3,550

 

 

 

15,655

 

 

 

11,746

 

 

 

7,440

 

Less: Investment expenses (2)

 

 

(2,285

)

 

 

(2,071

)

 

 

(1,622

)

 

 

(2,195

)

 

 

(2,206

)

 

 

(2,285

)

Net investment (expense) income

 

$

5,155

 

 

$

2,375

 

 

$

1,928

 

 

$

13,460

 

 

$

9,540

 

 

$

5,155

 

 

(1)

Includes interest earned on cash and cash equivalents and restricted cash and cash equivalents. Also includes investment income earned on real estate investments.

(2)

Includes bank fees, investment accounting and advisory fees, and expenses associated with real estate investments.

 

Investment Real Estate

Investment real estate consisted of the following as of the dates presented (in thousands):

 

December 31, 2015

 

 

December 31, 2014

 

December 31, 2017

 

 

December 31, 2016

 

Income Producing:

 

 

 

 

 

 

 

Investment real estate

$

6,220

 

 

$

 

$

6,918

 

 

$

6,918

 

Less: Accumulated depreciation

 

(103

)

 

 

 

 

(460

)

 

 

(281

)

 

6,458

 

 

 

6,637

 

Non-Income Producing:

 

 

 

 

 

 

 

Properties under development

 

12,016

 

 

 

4,798

 

Investment real estate, net

$

6,117

 

 

$

 

$

18,474

 

 

$

11,435

 

 

Trading Portfolio

The Company liquidated its trading portfolio of equity securities and transferred the fixed maturities that were outstanding at December 31, 2012 into its portfolio of securities available for sale effective March 1, 2013.  The unrealized gain (loss) associated with the fixed maturities trading portfolio was recognized in earnings up to the date of transfer.  

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Table of Contents

The following table provides the effect of trading activities on the Company’s results of operations for the periods presented by type of instrument and by line item in the Consolidated Statements of Income (in thousands):

 

 

Year Ended

December 31, 2013

 

Realized gains (losses) on investments:

 

 

 

 

Equity securities

 

$

(15,969

)

Derivatives (non-hedging instruments) (1)

 

 

(68

)

Total realized gains (losses) on trading portfolio

 

 

(16,037

)

Change in unrealized gains (losses) on investments:

 

 

 

 

Fixed maturities

 

 

13

 

Equity securities

 

 

7,758

 

Derivatives (non-hedging instruments) (1)

 

 

89

 

Other

 

 

14

 

Total change in unrealized gains (losses) on trading portfolio

 

 

7,874

 

Net gains (losses) recognized on trading portfolio

 

$

(8,163

)

(1)

This table provides the alternative quantitative disclosures permitted for derivatives that are not used as hedging instruments and are included in the trading portfolio.

The Company liquidated its trading portfolio in March 2013; therefore, for periods subsequent to March 31, 2013 there was no effect of trading activities on the Company’s results of operations.

 

 

NOTE 4 – REINSURANCE

The Company seeks to reduce its risk of loss by reinsuring certain levels of risk in various areas of exposure with other insurance enterprises or reinsurers, generally as of the beginning of the hurricane season on June 1st of each year. The Company’s current reinsurance program consists of catastrophe excess of loss reinsurance, subject to the terms and conditions of the applicable agreements. The Company is responsible for deductible amounts before reinsurance attaches and insured losses related to catastrophes and other events in excess of coverage provided by its reinsurance program. The Company remains responsible for the settlement of insured losses irrespective of the failure ofwhether any of its reinsurers fail to make payments otherwise due to the Company.

The Company eliminated the quota share ceded by UPCIC to its reinsurers beginning with the reinsurance program effective June 1,

2015. Under the quota share contracts that were effective June 1, 2014 through May 31, 2015, the quota share ceded by UPCIC to its reinsurers was 30%. By eliminating the quota share, the Company expects to increase its profitability by retaining all premiums. The elimination of the quota share also decreases the amount of losses and LAE that may be ceded by UPCIC and effectively increases the amount of risk retained by UPCIC and the Company. The elimination of the quota share also eliminates ceding commissions earned from the Company’s quota share reinsurer during the contract term and eliminates deferred ceding commissions, netted against deferred policy acquisition costs.

The following table presents quota-share cession rates by reinsurance program and the years they were in effect:

 

Reinsurance Program

 

Cession Rate

 

June 2011 - May 2012

50%

June 2012 - May 2013

45%

June 2013 - May 2014

45%

June 2014 - May 2015

 

30%

 

June 2015 - May 2016

 

0%

June 2016 - May 2017

0%

June 2017 - May 2018

 

0%

 

 

Amounts recoverable from reinsurers are estimated in a manner consistent with the terms of the reinsurance contracts. Reinsurance premiums, losses and LAE are accounted for on a basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Ceding commissions received in connection with quota share reinsurance are deferred and netted against deferred policy acquisition costs and amortized over the effective period of the related insurance policies.

In order toTo reduce credit risk for amounts due from reinsurers, the Insurance Entities seek to do business with financially sound reinsurance companies and regularly evaluate the financial strength of all reinsurers used.

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Table of Contents

The following table presents ratings from rating agencies and the unsecured amounts due from the Company’s reinsurers whose aggregate balance exceeded 3% of the Company’s stockholders’ equity as of the dates presented (in thousands):

 

 

Ratings as of December 31, 2015

 

 

 

 

Ratings as of December 31, 2017

 

 

 

 

 

 

Standard

 

 

 

 

 

 

 

 

 

 

 

 

 

Standard

 

 

 

 

 

 

 

 

 

 

 

 

 

and Poor's

 

Moody's

 

Due from as of

 

 

 

 

and Poor's

 

Moody's

 

Due from as of

 

 

AM Best

 

Rating

 

Investors

 

December 31,

 

 

AM Best

 

Rating

 

Investors

 

December 31,

 

Reinsurer

 

Company

 

Services

 

Service, Inc.

 

2015

 

 

2014

 

 

Company

 

Services

 

Service, Inc.

 

2017

 

 

2016

 

Everest Reinsurance Company

 

A+

 

A+

 

A1

 

$

 

 

$

16,780

 

Allianz Risk Transfer

 

A+

 

AA-

 

n/a

 

$

105,573

 

 

$

 

Florida Hurricane Catastrophe Fund(1)

 

n/a

 

n/a

 

n/a

 

 

42,086

 

 

 

31,870

 

 

n/a

 

n/a

 

n/a

 

 

52,054

 

 

 

46,364

 

Odyssey Reinsurance Company

 

A

 

A-

 

A3

 

 

18,742

 

 

 

136,339

 

Renaissance Reinsurance Ltd

 

A+

 

AA-

 

A1

 

 

22,545

 

 

 

 

Total (1)(2)

 

 

 

 

 

 

 

$

60,828

 

 

$

184,989

 

 

 

 

 

 

 

 

$

180,172

 

 

$

46,364

 

 

(1)

No rating is available, because the fund is not rated.

(2)

Amounts represent prepaid reinsurance premiums reinsurance receivables, and net recoverables for paid and unpaid losses, including incurred but not reported reserves, loss adjustment expenses, and offsetting reinsurance payables.

n/a

No rating available, because entity is not rated.

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Table of Contents

The Company’s reinsurance arrangements had the following effect on certain items in the Consolidated Statements of Income for the periods presented (in thousands):

 

 

For the year ended December 31, 2015

 

 

For the Year Ended December 31, 2017

 

 

 

 

 

 

 

 

 

 

Losses and Loss

 

 

 

 

 

 

 

 

 

 

Losses and Loss

 

 

Premiums

 

 

Premiums

 

 

Adjustment

 

 

Premiums

 

 

Premiums

 

 

Adjustment

 

 

Written

 

 

Earned

 

 

Expenses

 

 

Written

 

 

Earned

 

 

Expenses

 

Direct

 

$

883,409

 

 

$

836,792

 

 

$

214,491

 

 

$

1,055,886

 

 

$

999,198

 

 

$

779,122

 

Ceded

 

 

(256,961

)

 

 

(332,793

)

 

 

(26,752

)

 

 

(318,826

)

 

 

(310,405

)

 

 

(428,694

)

Net

 

$

626,448

 

 

$

503,999

 

 

$

187,739

 

 

$

737,060

 

 

$

688,793

 

 

$

350,428

 

 

 

For the year ended December 31, 2014

 

 

For the Year Ended December 31, 2016

 

 

 

 

 

 

 

 

 

 

Losses and Loss

 

 

 

 

 

 

 

 

 

 

Losses and Loss

 

 

Premiums

 

 

Premiums

 

 

Adjustment

 

 

Premiums

 

 

Premiums

 

 

Adjustment

 

 

Written

 

 

Earned

 

 

Expenses

 

 

Written

 

 

Earned

 

 

Expenses

 

Direct

 

$

789,577

 

 

$

777,317

 

 

$

199,181

 

 

$

954,617

 

 

$

921,227

 

 

$

303,036

 

Ceded

 

 

(399,730

)

 

 

(450,440

)

 

 

(75,906

)

 

 

(298,523

)

 

 

(288,811

)

 

 

(1,807

)

Net

 

$

389,847

 

 

$

326,877

 

 

$

123,275

 

 

$

656,094

 

 

$

632,416

 

 

$

301,229

 

 

 

For the year ended December 31, 2013

 

 

For the Year Ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

Losses and Loss

 

 

 

 

 

 

 

 

 

 

Losses and Loss

 

 

Premiums

 

 

Premiums

 

 

Adjustment

 

 

Premiums

 

 

Premiums

 

 

Adjustment

 

 

Written

 

 

Earned

 

 

Expenses

 

 

Written

 

 

Earned

 

 

Expenses

 

Direct

 

$

783,894

 

 

$

788,477

 

 

$

216,852

 

 

$

883,409

 

 

$

836,792

 

 

$

214,491

 

Ceded

 

 

(522,116

)

 

 

(520,822

)

 

 

(108,237

)

 

 

(256,961

)

 

 

(332,793

)

 

 

(26,752

)

Net

 

$

261,778

 

 

$

267,655

 

 

$

108,615

 

 

$

626,448

 

 

$

503,999

 

 

$

187,739

 

 

The following prepaid reinsurance premiums (payable) and reinsurance recoverable and receivable are reflected in the Consolidated Balance Sheets as of the dates presented (in thousands):

 

 

As of December 31,

 

 

As of December 31,

 

 

2015

 

 

2014

 

 

2017

 

 

2016

 

Prepaid reinsurance premiums

 

$

114,673

 

 

$

190,505

 

 

$

132,806

 

 

$

124,385

 

 

 

 

 

 

 

 

 

Reinsurance recoverable on unpaid losses and LAE

 

$

13,540

 

 

$

47,350

 

 

$

182,405

 

 

$

106

 

Reinsurance recoverable on paid losses

 

 

9,313

 

 

 

7,837

 

Reinsurance recoverable (payable) on paid losses

 

 

 

 

 

(1,532

)

Reinsurance receivable, net

 

 

353

 

 

 

7,468

 

 

 

 

 

 

186

 

Reinsurance recoverable and receivable

 

$

23,206

 

 

$

62,655

 

Reinsurance recoverable (payable) and receivable

 

$

182,405

 

 

$

(1,240

)

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NOTE 5 – INSURANCE OPERATIONS

Deferred Policy Acquisition Costs, net

The Company defers certain costs in connection with written policies, called Deferred Policy Acquisition Costs (“DPAC”), net of corresponding amounts of ceded reinsurance commissions, called Deferred Reinsurance Ceding Commissions (“DRCC”). Net DPAC is amortized over the effective period of the related insurance and reinsurance policies.

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The following table presents the beginning and ending balances and the changes in DPAC, net of DRCC, for the periods presented (in thousands):

 

 

For the years ended December 31,

 

 

Years Ended December 31,

 

 

2015

 

 

2014

 

 

2013

 

 

2017

 

 

2016

 

 

2015

 

DPAC, beginning of year

 

$

54,603

 

 

$

54,099

 

 

$

54,431

 

 

$

64,912

 

 

$

60,019

 

 

$

54,603

 

Capitalized Costs

 

 

116,954

 

 

 

108,072

 

 

 

109,981

 

 

 

144,849

 

 

 

130,243

 

 

 

116,954

 

Amortization of DPAC

 

 

(111,538

)

 

 

(107,568

)

 

 

(110,313

)

 

 

(136,702

)

 

 

(125,350

)

 

 

(111,538

)

DPAC, end of year

 

$

60,019

 

 

$

54,603

 

 

$

54,099

 

 

$

73,059

 

 

$

64,912

 

 

$

60,019

 

 

 

 

 

 

 

 

 

 

 

 

 

DRCC, beginning of year

 

$

28,943

 

 

$

38,200

 

 

$

37,149

 

 

$

 

 

$

 

 

$

28,943

 

Ceding Commissions Written

 

 

(5,276

)

 

 

64,810

 

 

 

89,679

 

 

 

 

 

 

 

 

 

(5,276

)

Earned Ceding Commissions

 

 

(23,667

)

 

 

(74,067

)

 

 

(88,628

)

 

 

 

 

 

 

 

 

(23,667

)

DRCC, end of year

 

$

 

 

$

28,943

 

 

$

38,200

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

DPAC (DRCC), net, beginning of year

 

$

25,660

 

 

$

15,899

 

 

$

17,282

 

 

$

64,912

 

 

$

60,019

 

 

$

25,660

 

Capitalized Costs, net

 

 

122,230

 

 

 

43,262

 

 

 

20,302

 

 

 

144,849

 

 

 

130,243

 

 

 

122,230

 

Amortization of DPAC (DRCC), net

 

 

(87,871

)

 

 

(33,501

)

 

 

(21,685

)

 

 

(136,702

)

 

 

(125,350

)

 

 

(87,871

)

DPAC (DRCC), net, end of year

 

$

60,019

 

 

$

25,660

 

 

$

15,899

 

 

$

73,059

 

 

$

64,912

 

 

$

60,019

 

Liability for Unpaid Losses and Loss Adjustment Expenses

The Insurance Entities establish liabilities for unpaid losses and loss adjustment expenses on reported and unreported claims of insured losses. These liability estimates are based on known facts and interpretation of factors such as claim payment patterns, loss payments, pending levels of unpaid claims, product mix and industry experience. The establishment of appropriate liabilities, including liabilities for catastrophes, is an inherently uncertain process. Management regularly updates its estimates as new facts become known and further events occur which may impact the resolution of unsettled claims.

The level of catastrophe loss experienced in any year cannot be predicted and could be material to results of operations and financial position. The Company’s policyholders are concentrated in South Florida, which is periodically subject to adverse weather conditions, such as hurricanes and tropical storms. During the twelve-month periods ended December 31, 2015, 2014 and 2013, the Company did not experience any significant effects from catastrophic events. Management continuously evaluates alternative business strategies to effectively manage the Company’s exposure to catastrophe losses, including the maintenance of catastrophic reinsurance coverage as discussed in “—Note 4 (Reinsurance).”

Management believes that the liabilities for claims and claims expense as of December 31, 2015 are appropriately established in the aggregate and adequate to cover the ultimate cost of reported and unreported claims arising from losses which had occurred by that date. However, if losses exceeded direct loss reserve estimates there could be a material adverse effect on the Company’s financial statements. Also, if there are regulatory initiatives, legislative enactments or case law precedents which change the basis for policy coverage, in any of these events, there could be an effect on direct loss reserve estimates having a material adverse effect on the Company’s financial statements.

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Set forth in the following table is the change in liability for unpaid losses and LAE for the periods presented (in thousands):

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Balance at beginning of year

 

$

134,353

 

 

$

159,222

 

 

$

193,241

 

Less: Reinsurance recoverable

 

 

(47,350

)

 

 

(68,584

)

 

 

(81,415

)

Net balance at beginning of period

 

 

87,003

 

 

 

90,638

 

 

 

111,826

 

Incurred (recovered) related to:

 

 

 

 

 

 

 

 

 

 

 

 

Current year

 

 

188,040

 

 

 

124,011

 

 

 

111,560

 

Prior years

 

 

(301

)

 

 

(736

)

 

 

(2,945

)

Total incurred

 

 

187,739

 

 

 

123,275

 

 

 

108,615

 

Paid related to:

 

 

 

 

 

 

 

 

 

 

 

 

Current year

 

 

123,952

 

 

 

73,981

 

 

 

62,529

 

Prior years

 

 

65,490

 

 

 

52,929

 

 

 

67,274

 

Total paid

 

 

189,442

 

 

 

126,910

 

 

 

129,803

 

Net balance at end of period

 

 

85,300

 

 

 

87,003

 

 

 

90,638

 

Plus: Reinsurance recoverable

 

 

13,540

 

 

 

47,350

 

 

 

68,584

 

Balance at end of year

 

$

98,840

 

 

$

134,353

 

 

$

159,222

 

The Company has adjusted prior year reserves to reflect both positive and negative development trends.  The Company continues to see an improvement in claim settlement rates as a result of ongoing claims department initiatives which were originally introduced in 2013.  This has resulted in an accelerated claims settlement process for the majority of claim segments, particularly for the 2015 accident year.  

Regulatory Requirements and Restrictions

The Insurance Entities are subject to regulations and standards of the FLOIR. UPCIC also is subject to regulations and standards of regulatory authorities in other states where it is licensed, although as a Florida-domiciled insurer its principal regulatory authority is the FLOIR. These standards require the Insurance Entities to maintain specified levels of statutory capital and restrict the timing and amount of dividends and other distributions that may be paid by the Insurance Entities to the parent company. Except in the case of extraordinary dividends, these standards generally permit dividends to be paid from statutory unassigned surplus of the regulated subsidiary and are limited based on the regulated subsidiary’s level of statutory net income and statutory capital and surplus. The maximum dividend that may be paid by UPCIC and APPCIC to their immediate parent company, Universal Insurance Holding Company of the Florida (“UVECF”), without prior regulatory approval is limited by the provisions of Florida Statutes.Insurance Code. These dividends are referred to as “ordinary dividends.” However, if the dividend, together with other dividends paid within the preceding twelve 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.

In accordance with Florida Statutes,Insurance Code, and based on the calculations performed by the Company as of December 31, 2014,2017, UPCIC hadhas the capacity to pay ordinary dividends of $27.7$36.2 million during 2015.2018. APPCIC diddoes not havemeet the capacityearning’s or surplus regulatory requirements to pay ordinary dividends during 2015.2018. For the year ended December 31, 2015, no2017, UPCIC paid dividends of $30.0 million to UVECF. No dividends were paid from UPCIC or APPCIC to UVECF.  Dividends paid toUVECF for the shareholders of UVE were paid from the earnings of UVE and its non-insurance subsidiaries.year ended December 31, 2017.  

The Florida Insurance Code requires insurance companies to maintain capitalization equivalent to the greater of ten percent of the insurer’s total liabilities or $5.0but not less than $10.0 million. The following table presents the amount of capital and surplus calculated in accordance with statutory accounting principles, which differ from U.S. GAAP, and an amount representing ten percent of total liabilities for both UPCIC and APPCIC as of the dates presented (in thousands):

 

 

As of December 31,

 

 

As of December 31,

 

 

2015

 

 

2014

 

 

2017

 

 

2016

 

Ten percent of total liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UPCIC

 

$

55,928

 

 

$

42,659

 

 

$

72,633

 

 

$

57,560

 

APPCIC

 

$

463

 

 

$

514

 

 

$

572

 

 

$

464

 

Statutory capital and surplus

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UPCIC

 

$

256,987

 

 

$

200,173

 

 

$

307,686

 

 

$

313,753

 

APPCIC

 

$

14,777

 

 

$

14,036

 

 

$

16,633

 

 

$

17,280

 

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As of the dates in the table above, both UPCIC and APPCIC metexceeded the minimum statutory capitalization requirement. UPCIC also met the capitalization requirements of the other states in which it is licensed as of December 31, 2015.2017. UPCIC and APPCIC are also required to adhere to prescribed premium-to-capital surplus ratios and have met those requirements at such dates. Combined net income for UPCIC and APPCIC, as determined in accordance with statutory accounting practices is $35.6 million, $58.2 million and $53.6 million for the years ended December 31, 2017, 2016 and 2015, respectively.

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Through UVECF, the Insurance Entities’ parent company, UVE recordedmade capital contributions for the periods presented (in thousands):

 

 

 

For the Years Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Capital Contributions

 

$

 

 

$

 

 

$

 

 

 

Years Ended December 31,

 

 

 

2017

 

 

2016*

 

 

2015

 

Capital Contributions

 

$

 

 

$

2,000

 

 

$

 

*UVECF made this contribution to APPCIC’s capital in conjunction with APPCIC’s request for FLOIR approval to transact commercial residential insurance products in Florida. The FLOIR granted APPCIC’s request.

 

UPCIC and APPCIC are required annually to comply with the NAIC risk-based capital (“RBC”) requirements. RBC requirements prescribe a method of measuring the amount of capital appropriate for an insurance company to support its overall business operations in light of its size and risk profile. NAIC RBC requirements are used by regulators to determine appropriate regulatory actions relating to insurers who show signs of a weak or deteriorating condition. As of December 31, 2015,2017, based on calculations using the appropriate NAIC RBC formula, UPCIC’s and APPCIC’s reported total adjusted capital was in excess of the requirements.

The Insurance Entities are required by various state laws and regulations to maintain certain assets in depository accounts. The following table represents assets held by insurance regulators as of the dates presented (in thousands):

 

 

As of December 31,

 

 

As of December 31,

 

 

2015

 

 

2014

 

 

2017

 

 

2016

 

Restricted cash and cash equivalents

 

$

2,635

 

 

$

2,635

 

 

$

2,635

 

 

$

2,635

 

Investments

 

$

3,876

 

 

$

3,609

 

 

$

3,910

 

 

$

3,952

 

 

 

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of the dates presented (in thousands):

 

 

As of December 31,

 

 

As of December 31,

 

 

2015

 

 

2014

 

 

2017

 

 

2016

 

Land

 

$

3,987

 

 

$

3,987

 

 

$

4,489

 

 

$

4,489

 

Building

 

 

17,806

 

 

 

9,848

 

 

 

17,644

 

 

 

17,633

 

Construction in progress

 

 

241

 

 

 

1,427

 

Computers

 

 

5,118

 

 

 

2,303

 

 

 

5,589

 

 

 

5,577

 

Furniture

 

 

1,284

 

 

 

1,286

 

 

 

1,637

 

 

 

1,381

 

Automobiles and other vehicles

 

 

5,096

 

 

 

3,454

 

 

 

6,857

 

 

 

5,523

 

Software

 

 

706

 

 

 

653

 

 

 

2,646

 

 

 

2,035

 

Total cost

 

 

34,238

 

 

 

22,958

 

Total

 

 

38,862

 

 

 

36,638

 

Less: Accumulated depreciation

 

 

(7,173

)

 

 

(5,704

)

 

 

(10,829

)

 

 

(8,527

)

Net of accumulated deprecation

 

 

28,033

 

 

 

28,111

 

Construction in progress

 

 

4,833

 

 

 

4,051

 

Property and equipment, net

 

$

27,065

 

 

$

17,254

 

 

$

32,866

 

 

$

32,162

 

 

Depreciation and amortization was $1.9$3.9 million, $1.2$3.1 million and $1.0$1.9 million for the years ended December 31, 2015, 20142017, 2016 and 2013,2015, respectively.

The following table provides realized gains (losses) on the disposal of property and equipment during the periods presented (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Realized gain (loss) on disposal

 

$

(26

)

 

$

(19

)

 

$

(10

)

 

 

For the Years Ended December 31,

 

 

 

2017

 

 

2016

 

 

2015

 

Realized gain (loss) on disposal

 

$

(35

)

 

$

(31

)

 

$

(26

)

 

 

 

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NOTE 7 – LONG-TERM DEBT

Long-term debt consists of the following as of the dates presented (in thousands):

 

December 31,

 

 

December 31,

 

As of December 31,

 

2015

 

 

2014

 

2017

 

 

2016

 

Surplus note

$

15,809

 

 

$

17,280

 

$

12,868

 

 

$

14,338

 

Term loan

 

6,851

 

 

 

13,330

 

Promissory note

 

1,390

 

 

 

 

 

 

 

 

690

 

Total

$

24,050

 

 

$

30,610

 

$

12,868

 

 

$

15,028

 

 

Surplus Note

On November 9, 2006, UPCIC entered into a $25.0 million surplus note with the State Board of Administration of Florida (the “SBA”) under Florida’s Insurance Capital Build-Up Incentive Program (the “ICBUI”). The surplus note has a twenty-year term and accrues interest, adjusted quarterly based on the 10-year Constant Maturity Treasury Index. The carrying amount of the surplus note is included in the statutory capital and surplus of UPCIC of approximately $15.8$12.9 million as of December 31, 2015.2017.

The effective interest rate paid on the surplus note was 2.21%2.31%, 2.73%1.88% and 2.21% for years ended December 31, 2015, 20142017, 2016 and 2013,2015, respectively. Any payment of principal or interest by UPCIC on the surplus note must be approved by the Commissioner of the OIR. Quarterly principal payments of $368 thousand are due through 2026. Aggregate principal payments of $1.5 million were made during each of the years ended December 31, 2015, 20142017, 2016 and 2013.2015.

UPCIC is in compliance with each of the loan’s covenants as implemented by rules promulgated by the SBA. An event of default will occur under the surplus note, as amended, if UPCIC: (i) defaults in the payment of the surplus note; (ii) fails to submit quarterly filings to the FLOIR; (iii) fails to maintain at least $50 million of surplus during the term of the surplus note, except for certain situations; (iv) misuses proceeds of the surplus note; (v) makes any misrepresentations in the application for the program; (vi) pays any dividend when principal or interest payments are past due under the surplus note; or (vii) fails to maintain a level of surplus and reinsurance sufficient to cover in excess of UPCIC’s 1-in-100 year probable maximum loss as determined by a hurricane loss model accepted by the Florida Commission on Hurricane Loss Projection Methodology as certified by the FLOIR annually. To avoid a penalty rate, UPCIC must maintain either a ratio of net written premium to surplus of 2:1 or a ratio of gross written premiums to surplus of 6:1 according to a calculation method set forth in the surplus note. As of December 31, 2015,2017, UPCIC’s net written premium to surplus ratio and gross written premium to surplus ratio were in excess of the required minimums and, therefore, UPCIC is not subject to increases in interest rates.

Term Loan

On May 23, 2013, UVE entered into a $20 million unsecured term loan agreement and related term note (the “Term Loan”) with RenaissanceRe Ventures Ltd. (“RenRe Ventures”).  See “—Note 11 (Related Party Transactions),” for a discussion of a series of agreements entered into with RenRe Ventures and its affiliate Renaissance Reinsurance Ltd. (“RenRe”).

The Term Loan bears interest at the rate of 0.50% per annum and matures on the earlier of May 23, 2016 or the date that all principal under the Term Loan is pre-paid or deemed paid in full. The Term Loan is amortized over the three-year term and UVE may prepay the loan without penalty. Principal is payable annually on the anniversary of the closing date in three annual installments and interest is payable in arrears on the same dates as the principal payments. The Term Loan contains financial covenants and as of December 31, 2015, UVE was in compliance with such covenants.

The stated interest rate of the Term Loan of 0.50% is below the Company’s borrowing rate resulting in imputed interest and an original issue discount computed by calculating the present value of the future principal and interest payments utilizing the Company’s borrowing rate. Concurrent with the establishment of the original issue discount, the Company recorded a deferred credit, a component of other liabilities and accrued expenses, for an equal amount against premium payments the Company will make in connection with a catastrophe risk-linked transaction contract entered into with RenRe on the same date and with the same maturity date as the Term Loan. The original issue discount will be amortized to interest expense over the life of the Term Loan and the deferred credit will be amortized as a reduction in insurance expense, a component of general and administrative expenses, over the life of a covered loss index swap with RenRe.

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The following table provides the principal amount and unamortized original issue discount of the Term Loan as of the dates presented (in thousands):

 

 

As of December 31,

 

 

 

2015

 

 

2014

 

Principal amount

 

$

7,000

 

 

$

14,000

 

Less: Unamortized discount

 

 

(149

)

 

 

(670

)

Term Loan, net of unamortized discount

 

$

6,851

 

 

$

13,330

 

Through the interest rate payment of 0.50% per annum and the amortization of the discount, the effective interest rate on the Term Loan is 5.99%.

Amortization of the original issue discount is included in interest expense, a component of general and administrative expenses, in the Consolidated Statements of Income and was $521 thousand and $840 thousand for the years ended December 31, 2015 and 2014, respectively.

Should UVE default on either the DB Loan (defined below) or the Term Loan, it will be prohibited from paying dividends to its shareholders.

Unsecured Line of Credit

On March 29, 2013, UVE entered into a revolving loan agreement and related revolving note (the “DB Loan”) with Deutsche Bank Trust Company Americas (“Deutsche Bank”), which was most recently amended in July 2015. The DB Loan makes available to UVE an unsecured line of credit in an aggregate amount not to exceed $15.0 million. Draws under the DB Loan have a maturity date of July 31, 2017 and carry an interest rate of LIBOR plus a margin of 5.50% or Deutsche Bank’s prime rate plus a margin of 3.50%, at the election of UVE. The interest rate is at the election of UVE. The DB Loan contains certain covenants and restrictions applicable while amounts are outstanding thereunder, including limitations with respect to our indebtedness, liens, distributions, mergers or dispositions of assets, organizational structure, transactions with affiliates and business activities.  As of December 31, 2015, UVE was in compliance with all such covenants. UVE had not drawn any amounts under the unsecured line of credit as of December 31, 2015.

Maturities

The following table provides an estimate of principal payments to be made for the amounts due on the surplus note and the Term Loan as of December 31, 20152017 (in thousands):

 

2016

 

$

9,860

 

2017

 

 

1,471

 

2018

 

 

1,471

 

 

$

1,471

 

2019

 

 

1,471

 

 

 

1,471

 

2020

 

 

1,471

 

 

 

1,471

 

2021

 

 

1,471

 

2022

 

 

1,471

 

Thereafter

 

 

8,455

 

 

 

5,513

 

Total (1)

 

$

24,199

 

 

$

12,868

 

 

(1)

Differs from amount presented in the Balance Sheet as of December 31, 2015 due to unamortized discount as presented in the table above.

Interest Expense

Interest expense was $1$0.3 million, $1.5$0.4 million, and $1.2$1.0 million for the years ended December 31, 2017, 2016 and 2015, 2014 and 2013, respectively.

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NOTE 8 – STOCKHOLDERS’ EQUITY

Cumulative Convertible Preferred Stock

As of December 31, 20152017 and 2014,2016, the Company had shares outstanding of Series A Preferred Stock. As of December 31, 2014, the Company had shares outstanding of Series M Preferred Stock and the remaining outstanding shares were retired and cancelled during

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2015.  Each share of Series A Preferred Stock and Series M Preferred Stock is convertible by the Company into shares of Common Stock.

The following table provides certain information for each series ofthe convertible Series A preferred stock as of the dates presented (in thousands, except conversion factor):

 

 

As of December 31, 2015

 

 

As of December 31, 2014

 

 

As of December 31,

 

 

Series A

 

 

Series M

 

 

Total

 

 

Series A

 

 

Series M

 

 

Total

 

 

2017

 

 

2016

 

Shares issued and outstanding

 

 

10

 

 

 

 

 

 

10

 

 

 

10

 

 

 

2

 

 

 

12

 

 

 

10

 

 

 

10

 

Conversion factor

 

 

2.50

 

 

 

 

 

NM

 

 

 

2.50

 

 

 

5.00

 

 

NM

 

 

 

2.50

 

 

 

2.50

 

Common shares resulting if converted

 

 

25

 

 

 

 

 

 

25

 

 

 

25

 

 

 

10

 

 

 

35

 

 

 

25

 

 

 

25

 

 

NM – Not meaningful.

The Series A Preferred Stock pays a cumulative dividend of $0.25 per share per quarter. The Company declared and paid aggregate dividends to holdersthe holder of record of the Company’s Series A Preferred Stock of $10 thousand and $13 thousand for each of the years ended December 31, 20152017 and 2014, respectively.2016.

The Series M Preferred Stock pays a cumulative dividend of $0.20 per share per year. The Company declared and paid aggregate dividends to holders of record of the Company’s Series M Preferred Stock of $0 and $400 for the years ended December 31, 2015 and 2014, respectively.

In June 2015, UVE repurchased 2,000 outstanding shares of Series M Preferred Stock at a total cost of $256 thousand.  The repurchase constituted all of the outstanding shares of Series M Preferred Stock and such shares were retired and cancelled.

Common Stock and Contingently Redeemable Common Stock

The following table summarizes the activity relating to shares of the Company’s Common Stock and Contingently Redeemable Common Stock during the periods presented (in thousands):

 

 

Issued

 

 

Treasury

 

 

Outstanding

 

 

Issued

 

 

Treasury

 

 

Outstanding

 

 

Shares

 

 

Shares

 

 

Shares

 

 

Shares

 

 

Shares

 

 

Shares

 

Balance, as of December 31, 2012

 

 

41,889

 

 

 

(1,018

)

 

 

40,871

 

Conversion of preferred stock

 

 

389

 

 

 

 

 

 

389

 

Shares repurchased

 

 

 

 

 

(7,257

)

 

 

(7,257

)

Options exercised

 

 

2,330

 

 

 

 

 

 

2,330

 

Restricted stock grant

 

 

1,000

 

 

 

 

 

 

1,000

 

Shares acquired through cashless exercise (1)

 

 

 

 

 

(1,967

)

 

 

(1,967

)

Shares cancelled

 

 

(1,967

)

 

 

1,967

 

 

 

 

Balance, as of December 31, 2013

 

 

43,641

 

 

 

(8,275

)

 

 

35,366

 

Conversion of preferred stock

 

 

65

 

 

 

 

 

 

65

 

Shares repurchased

 

 

 

 

 

(2,392

)

 

 

(2,392

)

Treasury shares reissued and classified as contingently redeemable common stock (2)

 

 

 

 

 

 

1,000

 

 

 

1,000

 

Options exercised

 

 

1,900

 

 

 

 

 

 

1,900

 

Restricted stock grant

 

 

950

 

 

 

 

 

 

950

 

Shares acquired through cashless exercise (1)

 

 

 

 

 

(1,787

)

 

 

(1,787

)

Shares cancelled

 

 

(1,787

)

 

 

1,787

 

 

 

 

Balance, as of December 31, 2014

 

 

44,769

 

 

 

(9,667

)

 

 

35,102

 

 

 

44,769

 

 

 

(9,667

)

 

 

35,102

 

Conversion of preferred stock

 

 

 

 

 

 

 

 

 

Shares repurchased

 

 

 

 

 

(748

)

 

 

(748

)

 

 

 

 

 

(748

)

 

 

(748

)

Options exercised

 

 

751

 

 

 

 

 

 

751

 

 

 

751

 

 

 

 

 

 

751

 

Restricted stock grant

 

 

615

 

 

 

 

 

 

615

 

 

 

615

 

 

 

 

 

 

615

 

Shares acquired through cashless exercise (1)

 

 

 

 

 

(610

)

 

 

(610

)

 

 

 

 

 

(610

)

 

 

(610

)

Shares cancelled

 

 

(610

)

 

 

610

 

 

 

 

 

 

(610

)

 

 

610

 

 

 

 

Balance, as of December 31, 2015

 

 

45,525

 

 

 

(10,415

)

 

 

35,110

 

 

 

45,525

 

 

 

(10,415

)

 

 

35,110

 

Shares repurchased

 

 

 

 

 

(441

)

 

 

(441

)

Shares reissued

 

 

 

 

 

584

 

 

 

584

 

Options exercised

 

 

124

 

 

 

 

 

 

124

 

Shares acquired through cashless exercise (1)

 

 

 

 

 

(325

)

 

 

(325

)

Shares cancelled

 

 

(325

)

 

 

325

 

 

 

 

Balance, as of December 31, 2016

 

 

45,324

 

 

 

(10,272

)

 

 

35,052

 

Shares repurchased

 

 

 

 

 

(771

)

 

 

(771

)

Vesting of performance share units

 

 

115

 

 

 

 

 

 

115

 

Shares reissued

 

 

 

 

 

 

 

 

 

Options exercised

 

 

804

 

 

 

 

 

 

804

 

Common stock issued

 

 

26

 

 

 

 

 

 

26

 

Shares acquired through cashless exercise (1)

 

 

 

 

 

(491

)

 

 

(491

)

Shares cancelled

 

 

(491

)

 

 

491

 

 

 

 

Balance, as of December 31, 2017

 

 

45,778

 

 

 

(11,043

)

 

 

34,735

 

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(1)

All shares acquired represent shares tendered to cover the strike price for options and tax withholdings on the intrinsic value of options exercised or performance share units or restricted stock (as defined in “—Note 9(Share-Based (Share-Based Compensation)”) vested. These shares have been cancelled by the Company.

(2)

Subsequent to December 31, 2014, contingently redeemable common stock was reclassified to common stock.

 

In April 2016, the Company sold 583,771 shares of UVE common stock in a private placement to RenRe Ventures at a price of $17.13 per share for total consideration of $10 million, which was comprised of $2.965 million in cash and $7.035 million in cancellation of outstanding indebtedness, including accrued interest.

 

In June 2015,2016, UVE announced that its Board of Directors authorized a share repurchase program under which UVE may repurchase in the open market in compliance with Exchange Act Rule 10b-18 up to $20 million of its outstanding shares of common stock through December 31, 2017. UVE repurchased 200,000861,296 shares, at an aggregate price of approximately $20.0 million, pursuant to such repurchase program through December 31, 2017.

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In September 2017, the Board of Directors authorized a share repurchase program under which UVE may repurchase in the open market in compliance with Exchange Act Rule 10b-18, up to $20 million of its outstanding shares of its common stock through December 31, 2018. UVE repurchased 8,192 shares, at marketan aggregate price from Ananke Catastrophe Investments Limited, an affiliate of Nephila Capital Ltd., in a privately negotiated transaction for a total cost of $5.1 million.approximately $0.2 million, pursuant to such repurchase program through December 31, 2017.

During the year ended December 31, 2015,2017, UVE repurchased an aggregate of 548,100770,559 shares of its common stock in the open market in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended,Rule 10b-18 at a total cost of $13.6$18.1 million.

Dividends Declared

The Company declared dividends on its outstanding shares of common stock to its shareholders of record as follows for the periods presented (in thousands, except per share amounts):

 

 

For the year ended December 31,

 

 

For the Years Ended December 31,

 

 

2015

 

 

2014

 

 

2013

 

 

2017

 

 

2016

 

 

2015

 

 

Per Share

 

 

Aggregate

 

 

Per Share

 

 

Aggregate

 

 

Per Share

 

 

Aggregate

 

 

Per Share

 

 

Aggregate

 

 

Per Share

 

 

Aggregate

 

 

Per Share

 

 

Aggregate

 

 

Amount

 

 

Amount

 

 

Amount

 

 

Amount

 

 

Amount

 

 

Amount

 

 

Amount

 

 

Amount

 

 

Amount

 

 

Amount

 

 

Amount

 

 

Amount

 

First Quarter

 

$

0.12

 

 

$

4,237

 

 

$

0.10

 

 

$

3,464

 

 

$

0.08

 

 

$

3,259

 

 

$

0.14

 

 

$

4,932

 

 

$

0.14

 

 

$

4,915

 

 

$

0.12

 

 

$

4,237

 

Second Quarter

 

$

0.12

 

 

$

4,283

 

 

$

0.10

 

 

$

3,502

 

 

$

0.08

 

 

$

2,821

 

 

$

0.14

 

 

$

4,887

 

 

$

0.14

 

 

$

4,913

 

 

$

0.12

 

 

$

4,283

 

Third Quarter

 

$

0.12

 

 

$

4,275

 

 

$

0.10

 

 

$

3,429

 

 

$

0.10

 

 

$

3,511

 

 

$

0.14

 

 

$

4,830

 

 

$

0.14

 

 

 

4,903

 

 

$

0.12

 

 

$

4,275

 

Fourth Quarter

 

$

0.27

 

 

$

9,492

 

 

$

0.25

 

 

$

8,845

 

 

$

0.23

 

 

$

8,134

 

 

$

0.27

 

 

 

9,392

 

 

$

0.27

 

 

 

9,461

 

 

$

0.27

 

 

$

9,492

 

 

Applicable provisions of the Delaware General Corporation Law may affect the ability of the Company to declare and pay dividends on its Common Stock. In particular, pursuant to the Delaware General Corporation Law, a company may pay dividends out of its surplus, as defined, or out of its net profits, for the fiscal year in which the dividend is declared and/or the preceding year. Surplus is defined in the Delaware General Corporation Law to be the excess of net assets of the company over capital. Capital is defined to be the aggregate par value of shares issued. Moreover, the ability of the Company to pay dividends, if and when declared by its Board of Directors, may be restricted by regulatory limits on the amount of dividends, which the Insurance Entities are permitted to pay the Company.

Restrictions limiting the payment of dividends by UVE

UVE pays dividends to shareholders, which are funded by earnings on investments and distributions from the earnings of its consolidated subsidiaries. Generally, other than as disclosed above and in “—Note 7 (Long-Term Debt),” there are no restrictions for UVE limiting the payment of dividends. However, UVE’s ability to pay dividends to shareholders may be affected by restrictions on the ability of the Insurance Entities to pay dividends to UVE through UVECF. See “—Note 5 (Insurance Operations),” for a discussion of these restrictions. There are no such restrictions for UVE’s non-insurance consolidated subsidiaries. Notwithstanding the restriction on the net assets of the Insurance Entities, UVE received distributions from the earnings of its non-insurance consolidated subsidiaries of $58.2$122.2 million, $55.8$46.9 million and $26.9$58.2 million during the years ended December 31, 2017, 2016 and 2015, 2014 and 2013, respectively. During the year ended December 31, 2016, UVE did not make anymade a capital contribution of $2.0 million to APPCIC, in conjunction with APPCIC’s plan to begin writing commercial residential products in Florida. There were no capital contributions by UVE to the Insurance Entities during the years ended December 31, 2015, 20142017 and 2013.2015. The Company prepares and files a consolidated federal tax return for UVE and its consolidated subsidiaries with all U.S. GAAP tax related entries recorded on the books of UVE. Since the U.S. GAAP tax related entries are not recorded at the subsidiary level, the Company does not have the ability to produce the amount of net assets for each of its subsidiaries in accordance with U.S. GAAP.

Contingently Redeemable Common Stock

On December 2, 2014, UVE sold 1,000,000 registered shares of its common stock at a price of $19.00 per share, in a privately negotiated transaction, to Ananke Catastrophe Investments Ltd. (“Ananke”), an affiliate of Nephila Capital Ltd., which is subject to certain holding period restrictions.  Ananke is required to hold the shares of common stock for a minimum of six months and then may: 1) sell up to one-third during the next three-month period, 2) sell another one-third during the next three-month period and 3) sell the remaining purchased thereafter.  These shares were initially subject to a repurchase obligation by UVE in the event of a payout from its loss warranty contract. See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—UVE Insurance Risk-Linked Contract.”   

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PRO-FORMA INFORMATION CONCERNING STOCKHOLDERS’ EQUITY

On February 19, 2015, the company entered into an amended agreement with Ananke to delete, in its entirety effective December 2, 2014, the provision giving rise to the redemption feature described above.  This modification results in classification of the common shares in permanent equity on the date of the amendment.  No consideration was exchanged with the amendment since both parties agreed that, given the remote possibility of the redemption to occur, the value of the redemption feature was de-minimis.  The following table has been provided to show the pro-forma effects to equity on the consolidated balance sheet as of December 31, 2014.

The following table shows the effect of unaudited pro-forma adjustments to the consolidated balance sheet as of December 31, 2014 (in thousands, except per share amounts):

 

 

December 31, 2014

 

 

 

As Reported

 

 

PRO-FORMA Adjustment Unaudited

 

 

PRO-FORMA Unaudited

 

Total assets

 

$

911,774

 

 

 

 

 

$

911,774

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

692,858

 

 

 

 

 

 

692,858

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingently redeemable common stock

 

 

19,000

 

 

 

(19,000

)

 

 

 

STOCKHOLDERS' EQUITY:

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative convertible preferred stock, $.01 par value

 

 

 

 

 

 

 

 

 

Common stock, $.01 par value

 

 

448

 

 

 

 

 

 

448

 

Treasury shares, at cost

 

 

(62,153

)

 

 

 

 

 

(62,153

)

Additional paid-in capital

 

 

40,987

 

 

 

19,000

 

 

 

59,987

 

Accumulated other comprehensive income (loss), net of taxes

 

 

(1,835

)

 

 

 

 

 

(1,835

)

Retained earnings

 

 

222,469

 

 

 

 

 

 

222,469

 

Total stockholders' equity

 

 

199,916

 

 

 

19,000

 

 

 

218,916

 

Total liabilities, contingently redeemable common stock

    and stockholders' equity

 

$

911,774

 

 

 

 

 

$

911,774

 

 

              

NOTE 9 – SHARE-BASED COMPENSATION

Equity Compensation Plan

Under the Company’s 2009 Omnibus Incentive Plan, as amended (the “Incentive Plan”), 3,434,7752,064,493 shares remained reserved for issuance and were available for new awards under the Incentive Plan as of December 31, 2015.2017.

Awards under the Incentive Plan may include incentive stock options, non-qualified stock option awards (“Stock Option”), stock appreciation rights, non-vested shares of Common Stock (“Restricted Stock”), restricted stock units, performance share or unit awards,units (“PSUs”), other share-based awards and cash-based incentive awards. Awards under the Incentive Plan may be granted to employees, directors, consultants or other persons providing services to the Company or its affiliates. The Incentive Plan also provides for awards that are intended to qualify as “performance-based compensation” in order to preserve the deductibility of such compensation by the Company under Section 162(m) of the Internal Revenue Code.

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The following table provides certain information related to Stock Options and Restricted StockPSUs during the year ended December 31, 20152017 (in thousands, except per share data):

 

 

For the year ended December 31, 2015

 

 

For the Year Ended December 31, 2017

 

 

Stock Options

 

 

Restricted Stock

 

 

Stock Options

 

 

Performance

Share Units

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Average

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Average

 

 

 

 

 

 

Exercise

 

 

Aggregate

 

 

Average

 

 

 

 

 

 

Grant Date

 

 

 

 

 

 

Exercise

 

 

Aggregate

 

 

Average

 

 

Number

 

 

Grant Date

 

 

Number of

 

 

Price per

 

 

Intrinsic

 

 

Remaining

 

 

Number of

 

 

Fair Value

 

 

Number of

 

 

Price per

 

 

Intrinsic

 

 

Remaining

 

 

of Share

 

 

Fair Value

 

 

Options

 

 

Share (1)

 

 

Value

 

 

Term

 

 

Shares (2)

 

 

per Share (1)

 

 

Options (2)

 

 

Share (1)

 

 

Value

 

 

Term

 

 

Units (2)

 

 

per Share (1)

 

Outstanding as of December 31, 2014

 

 

2,405

 

 

$

6.99

 

 

 

 

 

 

 

 

 

 

 

675

 

 

$

12.40

 

Outstanding as of December 31, 2016

 

 

3,214

 

 

$

15.77

 

 

 

 

 

 

 

 

 

 

 

173

 

 

$

23.18

 

Granted

 

 

750

 

 

 

23.72

 

 

 

 

 

 

 

 

 

 

 

615

 

 

 

26.04

 

 

 

797

 

 

 

27.20

 

 

 

 

 

 

 

 

 

 

 

147

 

 

 

27.20

 

Forfeited

 

 

(60

)

 

 

7.33

 

 

 

 

 

 

 

 

 

 

n/a

 

 

n/a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

n/a

 

 

n/a

 

Exercised

 

 

(751

)

 

 

5.08

 

 

 

 

 

 

 

 

 

 

n/a

 

 

n/a

 

 

 

(804

)

 

 

6.95

 

 

 

 

 

 

 

 

 

 

n/a

 

 

n/a

 

Vested

 

n/a

 

 

n/a

 

 

 

 

 

 

 

 

 

 

 

(675

)

 

 

12.40

 

 

n/a

 

 

n/a

 

 

 

 

 

 

 

 

 

 

 

(115

)

 

 

23.18

 

Expired

 

 

(75

)

 

 

4.87

 

 

 

 

 

 

 

 

 

 

n/a

 

 

n/a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

n/a

 

 

n/a

 

Outstanding as of December 31, 2015

 

 

2,269

 

 

$

13.22

 

 

$

23,351

 

 

 

4.01

 

 

 

615

 

 

$

26.04

 

Exercisable as of December 31, 2015

 

 

645

 

 

$

8.37

 

 

$

9,554

 

 

 

2.58

 

 

 

 

 

 

 

 

 

Outstanding as of December 31, 2017

 

 

3,207

 

 

$

20.82

 

 

$

20,935

 

 

 

6.18

 

 

 

205

 

 

$

26.07

 

Exercisable as of December 31, 2017

 

 

1,325

 

 

$

18.62

 

 

$

11,570

 

 

 

4.47

 

 

 

 

 

 

 

 

 

 

(1)

Unless otherwise specified, such as in the case of the exercise of Stock Options, the per share prices were determined using the closing price of the Company’s Common Stock as quoted on the exchanges on which the Company was listed. Shares issued upon exercise of options represent original issuances in private transactions pursuant to Section 4(2) of the Securities Act of 1933, as amended or issuances under the Company's Incentive Plan.

(2)

All shares outstanding as of December 31, 20152017 are expected to vest.

n/a

Not applicable

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Table of Contents

The following table provides certain information in connection with the Company’s share-based compensation arrangements for the periods presented (in thousands):

 

 

Year Ended December 31,

 

 

Years Ended December 31,

 

 

2015

 

 

2014

 

 

2013

 

 

2017

 

 

2016

 

 

2015

 

Compensation expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

$

1,389

 

 

$

675

 

 

$

930

 

 

$

6,907

 

 

$

3,641

 

 

$

1,389

 

Restricted stock

 

 

15,997

 

 

 

11,667

 

 

 

5,487

 

 

 

 

 

 

3,433

 

 

 

15,997

 

Performance share units

 

 

3,608

 

 

 

3,214

 

 

 

 

Total

 

$

17,386

 

 

$

12,342

 

 

$

6,417

 

 

$

10,515

 

 

$

10,288

 

 

$

17,386

 

Deferred tax benefits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

$

532

 

 

$

260

 

 

$

359

 

 

$

2,640

 

 

$

1,392

 

 

$

532

 

Restricted stock

 

 

4,816

 

 

 

83

 

 

 

433

 

 

 

 

 

 

1,312

 

 

 

4,816

 

Performance share units

 

 

1,379

 

 

 

1,229

 

 

 

 

Total

 

$

5,348

 

 

$

343

 

 

$

792

 

 

$

4,019

 

 

$

3,933

 

 

$

5,348

 

Realized tax benefits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

$

5,369

 

 

$

7,321

 

 

$

2,365

 

 

$

5,831

 

 

$

724

 

 

$

5,369

 

Restricted stock

 

 

 

 

 

967

 

 

 

374

 

 

 

 

 

 

4,326

 

 

 

 

Performance share units

 

 

1,264

 

 

 

 

 

 

 

Total

 

$

5,369

 

 

$

8,288

 

 

$

2,739

 

 

$

7,095

 

 

$

5,050

 

 

$

5,369

 

Excess tax benefits (shortfall):

 

 

 

 

 

 

 

 

 

 

 

 

Excess tax benefits (shortfall) (1):

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

$

5,310

 

 

$

6,472

 

 

$

418

 

 

$

5,548

 

 

$

642

 

 

$

5,310

 

Restricted stock

 

 

 

 

 

534

 

 

 

(59

)

 

 

 

 

 

(1,796

)

 

 

 

Performance share units

 

 

245

 

 

 

 

 

 

 

Total

 

$

5,310

 

 

$

7,006

 

 

$

359

 

 

$

5,793

 

 

$

(1,154

)

 

$

5,310

 

Weighted average fair value per option or share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock option grants

 

$

6.34

 

 

$

3.39

 

 

$

0.79

 

 

$

10.18

 

 

$

6.01

 

 

$

6.34

 

Restricted stock grants

 

$

26.04

 

 

$

12.88

 

 

$

5.43

 

 

$

 

 

$

 

 

$

26.04

 

Performance share unit grants

 

$

27.20

 

 

$

23.18

 

 

$

 

Intrinsic value of options exercised

 

$

14,734

 

 

$

18,979

 

 

$

6,131

 

 

$

15,256

 

 

$

1,894

 

 

$

14,734

 

Fair value of restricted stock vested

 

$

17,505

 

 

$

28,350

 

 

$

2,548

 

 

$

 

 

$

11,319

 

 

$

17,505

 

Fair value of performance share units vested

 

$

3,307

 

 

$

 

 

$

 

Cash received for strike price and tax withholdings

 

$

519

 

 

$

73

 

 

$

 

 

$

 

 

$

119

 

 

$

519

 

Shares acquired through cashless exercise (1)

 

 

611

 

 

 

1,787

 

 

 

1,966

 

Value of shares acquired through cashless exercise (1)

 

$

15,445

 

 

$

26,947

 

 

$

12,630

 

Shares acquired through cashless exercise (2)

 

 

491

 

 

 

325

 

 

 

611

 

Value of shares acquired through cashless exercise (2)

 

$

12,808

 

 

$

6,238

 

 

$

15,445

 

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(1)

Excess tax benefits (shortfalls) for the years ended December 31, 2016 and 2015 were recognized in additional paid in capital and within income through December 31, 2017.

(2)

All shares acquired represent shares tendered to cover the strike price for options and tax withholdings on the intrinsic value of options exercised, or Restricted Stock vested or PSUs vested. These shares have been cancelledcanceled by the Company.

The following table provides the amount of unrecognized compensation expense as of the most recent balance sheet date and the weighted average period over which those expenses will be recorded for both Stock Options and Restricted StockPSUs (dollars in thousands):

 

 

As of December 31, 2015

 

 

As of December 31, 2017

 

 

Stock

 

 

Restricted

 

 

Stock

 

 

Performance

 

 

Options

 

 

Stock

 

 

Options

 

 

Share Units

 

Unrecognized expense

 

$

4,795

 

 

$

3,433

 

 

$

9,064

 

 

$

1,176

 

Weighted average remaining years

 

 

2.63

 

 

 

0.20

 

 

 

1.69

 

 

 

1.31

 

 

Stock Options

Stock Options granted by the Company generally expire between 5 to 710 years from the grant date and generally vest over a 1 to 3 year service period commencing on the grant date.

The Company used the modified Black-Scholes model to estimate the fair value of employee Stock Options on the date of grant utilizing the assumptions noted below. The risk-free rate is based on the U.S. Treasury bill yield curve in effect at the time of grant for the expected term of the option. The expected term of options granted represents the period of time that the options are expected to be

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outstanding. Expected volatilities are based on historical volatilities of our Common Stock. The dividend yield was based on expected dividends at the time of grant.

The following table provides the assumptions utilized in the Black-Scholes model for Stock Options granted during the periods presented:

 

 

Year Ended December 31,

 

 

Years Ended December 31,

 

 

2015

 

 

2014

 

 

2013

 

 

2017

 

 

2016

 

 

2015

 

Weighted-average risk-free interest rate

 

 

0.54

%

 

 

0.48

%

 

 

0.27

%

 

 

1.94

%

 

 

1.40

%

 

 

0.54

%

Expected term of option in years

 

 

3.38

 

 

 

2.98

 

 

 

3.21

 

 

 

5.84

 

 

 

5.44

 

 

 

3.38

 

Weighted-average volatility

 

 

44.3

%

 

 

40.3

%

 

 

34.1

%

 

 

45.1

%

 

 

45.2

%

 

 

44.3

%

Dividend yield

 

 

3.4

%

 

 

3.9

%

 

 

9.1

%

 

 

2.0

%

 

 

3.4

%

 

 

3.4

%

Weighted average grant date fair value per share

 

$

6.34

 

 

$

3.39

 

 

$

0.79

 

 

$

10.18

 

 

$

6.01

 

 

$

6.34

 

 

Restricted Stock Grants

Restricted Stock grants are awarded to certain employees in consideration for services rendered pursuant to terms of employment agreements and or to provide to those employees with a continued incentive to share in the success of the Company. Restricted Stock generally vests over a three year service period commencing on the grant date.

Performance Share Units

PSUs are awarded to certain employees in consideration for services rendered pursuant to terms of employment agreements and provide those employees with a continued incentive to share in the success of the Company. Each performance share unit has a value equal to one share of common stock and generally vests over a three year service period commencing on the grant date.

 

NOTE 10 – EMPLOYEE BENEFIT PLAN

Effective January 1, 2009, the Company adopted a qualified retirement plan covering substantially all employees. It is designed to help the employees meet their financial needs during their retirement years. Eligibility for participation in the plan is generally based on employee’s date of hire or on completion of a specified period of service. Employer contributions to this plan are made in cash.

The plan titled the “Universal Property & Casualty 401(K) Profit Sharing Plan and Trust” (the “401(k) Plan”) is a defined contribution plan that allows employees to defer compensation through contributions to the 401(k) Plan. The contributions are invested on the employees’ behalf, and the benefits paid to employees are based on contributions and any earnings or loss. The 401(k) Plan includes a Company contribution of 100 percent of each eligible participant’s contribution that does not exceed five percent of their compensation during the 401(k) Plan year. The Company may make additional profit-sharing contributions. However, no additional profit-sharing contribution was made during the years ended December 31, 2015, 20142017, 2016 and 2013.2015.

The Company accrued for aggregate contributions of approximately $682 thousand, $599 thousand$1.6 million, $1.2 million and $709 thousand$1.0 million to the 401(k) Plan during the years ended December 31, 2017, 2016 and 2015, 2014 and 2013, respectively.

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NOTE 11 – RELATED PARTY TRANSACTIONS

Downes and Associates, a multi-line insurance adjustment corporation based in Deerfield Beach, Florida performed certain claims adjusting work for UPCIC. Downes and Associates is owned by Dennis Downes, who is the father of Sean P. Downes, Chairman, President and Chief Executive Officer of the Company. All amounts paid to Downes and Associates were no greater than amounts that would need to be paid to third parties on an arm’s-length basis for similar services. The Company’s agreement with Downes and Associates was terminated effective November 30, 2013 and on December 1, 2013 Dennis Downes became an employee of the Company.

Scott P. Callahan, a director of the Company, provided the Company with consulting services and advice with respect to the Company’s reinsurance and related matters through SPC Global RE Advisors LLC, an entity affiliated with Mr. Callahan. The Company entered into the consulting agreement with SPC Global RE Advisors LLC effective June 6, 2013. The Company and SPC Global RE Advisors LLC terminated the consulting agreement on September 18, 2015 by mutual consent.

The following table provides payments made by the Company to related parties for the periods presented (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Downes and Associates

 

$

 

 

$

 

 

$

477

 

SPC Global RE Advisors LLC

 

$

90

 

 

$

120

 

 

$

68

 

 

 

Years Ended December 31,

 

 

 

2017

 

 

2016

 

 

2015

 

SPC Global RE Advisors LLC

 

$

 

 

$

 

 

$

90

 

 

There were no amounts due to SPC Global RE Advisors LLC as of December 31, 2015 and 2014, respectively.2015. Payments due to Downes and Associates and SPC Global RE Advisors LLC were generally made in the month the services were provided.

RenRe currently is, and has been, a participant in the Company’s reinsurance programs.  On May 23, 2013, the Company entered into a series of contracts with RenRe and its affiliate, RenRe Ventures. As discussed in “—Note 7 (Long-Term Debt),” UVE entered into an unsecured Term Loan with RenRe Ventures. The Term Loan is part of a series of agreements entered into by the Company, RenRe and RenRe Ventures pursuant to which, among other things, the Company has purchased a catastrophe risk-linked transaction contract from RenRe and entered into an agreement whereby RenRe will reserve reinsurance capacity for the Company’s reinsurance programs and receive a right of first refusal in respect of a portion thereof. As part of the series of agreements with RenRe and RenRe Ventures, on May 23, 2013, UVE, RenRe Ventures and Mr. Bradley Meier, the Company’s former Chairman, President and Chief Executive Officer, agreed to assign to RenRe Ventures a portion of UVE’s right of first refusal to repurchase shares of its common stock owned by Mr. Meier under the first repurchase agreement entered into on April 1, 2013. RenRe Ventures had a right of first refusal to repurchase one-third of the shares offered by Mr. Meier to any third party, up to the lesser of 2 million shares or 4.99% of UVE’s outstanding common stock, through December 31, 2014 which has expired.

 

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NOTE 12 – INCOME TAXES

 

Significant components of the income tax provision are as follows for the periods presented (in thousands):

 

 

For the years ended December 31,

 

 

For the Years Ended December 31,

 

 

2015

 

 

2014

 

 

2013

 

 

2017

 

 

2016

 

 

2015

 

Current:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

61,830

 

 

$

47,245

 

 

$

28,508

 

 

$

53,962

 

 

$

50,645

 

 

$

61,830

 

State and local

 

 

7,402

 

 

 

7,877

 

 

 

5,708

 

 

 

8,278

 

 

 

8,105

 

 

 

7,402

 

Total current expense (benefit)

 

 

69,232

 

 

 

55,122

 

 

 

34,216

 

 

 

62,240

 

 

 

58,750

 

 

 

69,232

 

Deferred:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

 

(775

)

 

 

(152

)

 

 

7,917

 

 

 

851

 

 

 

4,106

 

 

 

(775

)

State and local

 

 

82

 

 

 

(354

)

 

 

(554

)

 

 

458

 

 

 

617

 

 

 

82

 

Total deferred expense (benefit)

 

 

(693

)

 

 

(506

)

 

 

7,363

 

 

 

1,309

 

 

 

4,723

 

 

 

(693

)

Income tax expense

 

$

68,539

 

 

$

54,616

 

 

$

41,579

 

 

$

63,549

 

 

$

63,473

 

 

$

68,539

 

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The following table reconciles the statutory federal income tax rate to the Company’s effective income tax rate for the periods presented (in thousands):presented:

 

For the years ended December 31,

 

 

For the Years Ended December 31,

 

 

2015

 

 

2014

 

 

2013

 

 

2017

 

 

2016

 

 

2015

 

Expected provision at federal statutory tax rate

 

 

35.0

%

 

 

35.0

%

 

 

35.0

%

 

 

35.0

%

 

 

35.0

%

 

 

35.0

%

Increases (decreases) resulting from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State income tax, net of federal tax benefit

 

 

3.2

%

 

 

3.2

%

 

 

3.4

%

Effect of change in tax rate

 

 

2.8

%

 

 

 

 

 

0.1

%

Disallowed meals & entertainment

 

 

0.2

%

 

 

0.4

%

 

 

0.4

%

 

 

0.4

%

 

 

0.3

%

 

 

0.2

%

Disallowed compensation

 

 

1.1

%

 

 

4.2

%

 

 

2.3

%

 

 

0.4

%

 

 

0.4

%

 

 

1.1

%

State income tax, net of federal tax benefit

 

 

3.4

%

 

 

3.6

%

 

 

3.6

%

Effect of change in rate

 

 

0.1

%

 

 

 

 

 

 

Excess tax benefit

 

 

(3.4

%)

 

 

 

 

 

 

Other, net

 

 

(0.6

%)

 

 

(0.4

%)

 

 

 

 

 

(1.1

%)

 

 

0.1

%

 

 

(0.6

%)

Total income tax expense (benefit)

 

 

39.2

%

 

 

42.8

%

 

 

41.3

%

 

 

37.3

%

 

 

39.0

%

 

 

39.2

%

 

DeferredDuring the year ended December 31, 2017, the Company’s excess income tax benefit of $5.8 million was reflected as an income tax benefit in the consolidated statements of income as a component of the provision for income taxes representas a result of the temporaryadoption of the accounting guidance for share-based payment transactions. See “–Note 2 (Significant Accounting Policies – Recently Adopted Accounting Pronouncements)” for more information.

Recent changes in federal tax law and applicable statutory rates have affected the Company’s balances of deferred income tax assets and liabilities. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 was signed into law. Under US GAAP, the effect of a change in tax law is recorded discretely as a component of the income tax provision related to continuing operations in the period of enactment. The effect of the change in tax law resulted in a reduction to the Company’s net deferred income tax assets of $4.7 million and a corresponding offset to income tax expense in the consolidated statement of income for the year ended December 31, 2017.

In addition, during the year ended December 31, 2017, the Company recorded another discrete item as a credit to income tax expense of $1.2 million resulting from anticipated recoveries of income taxes paid for the 2014-2015 tax years.

Additional factors giving rise to the differences betweenin the U.S. GAAPCompany’s effective tax rate, when compared to statutory rates in the current and tax basisprior years, include non-deductible executive compensation, tax-exempt interest income, and the current expansion outside of Florida into non-income taxing state jurisdictions.

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The Company accounts for income taxes using a balance sheet approach. As of December 31, 2017 and 2016, the significant components of the Company’s assets and liabilities.  The tax effects of temporary differences are as follows asdeferred income taxes consisted of the dates presentedfollowing (in thousands):

 

 

As of December 31,

 

 

As of December 31,

 

 

2015

 

 

2014

 

 

2017

 

 

2016

 

Deferred income tax assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unearned premiums

 

$

25,082

 

 

$

15,835

 

 

$

19,916

 

 

$

26,861

 

Advanced premiums

 

 

1,859

 

 

 

1,332

 

 

 

1,275

 

 

 

1,314

 

Unpaid losses and LAE

 

 

1,105

 

 

 

1,654

 

 

 

385

 

 

 

374

 

Regulatory assessments

 

 

31

 

 

 

111

 

Share-based compensation

 

 

5,535

 

 

 

520

 

 

 

3,894

 

 

 

3,256

 

Accrued wages

 

 

164

 

 

 

539

 

 

 

288

 

 

 

297

 

Allowance for uncollectible receivables

 

 

214

 

 

 

138

 

 

 

224

 

 

 

284

 

Additional tax basis of securities

 

 

51

 

 

 

53

 

 

 

33

 

 

 

51

 

Capital loss carryforwards

 

 

850

 

 

 

918

 

 

 

822

 

 

 

759

 

Other comprehensive income

 

 

2,521

 

 

 

1,152

 

 

 

2,544

 

 

 

3,982

 

Other

 

 

84

 

 

 

131

 

Total deferred income tax assets

 

 

37,412

 

 

 

22,252

 

 

 

29,465

 

 

 

37,309

 

Valuation allowance

 

 

(523

)

 

 

(133

)

Deferred income tax assets, net of valuation allowance

 

 

28,942

 

 

 

37,176

 

Deferred income tax liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred policy acquisition costs, net

 

 

(22,969

)

 

 

(9,898

)

 

 

(18,205

)

 

 

(24,812

)

Prepaid expenses

 

 

(456

)

 

 

(504

)

 

 

(435

)

 

 

(504

)

Fixed assets

 

 

(881

)

 

 

(880

)

Other

 

 

(75

)

 

 

 

 

 

(135

)

 

 

(306

)

Total deferred income tax liabilities

 

 

(23,500

)

 

 

(10,402

)

 

 

(19,656

)

 

 

(26,502

)

Net deferred income tax asset

 

$

13,912

 

 

$

11,850

 

 

$

9,286

 

 

$

10,674

 

 

At each balance sheet date, management assesses the need to establish a valuation allowance that reduces deferred income tax assets when it is more likely than not that all, or some portion, of the deferred income tax assets will not be realized. A valuation allowance would be based on all available information including the Company’s assessment of uncertain tax positions and projections of future taxable income and capital gain from each tax-paying component in each jurisdiction, principally derived from business plans and available tax planning strategies. There are no

Management believes that it is more likely than not that a portion of the benefit relating to the state capital loss carryforward will not be realized. In recognition of this risk, the Company has provided an additional valuation allowancesallowance during 2017 of $297 thousand on the balance of the deferred income tax asset as of December 31, 2015.

The deferred tax asset balance is analyzed regularly by management.  Based on these analyses,2017. If management’s assumptions change and determine the Company has determined that its deferredwill be able to realize these capital loss carryforwards, the income tax asset is recoverable.  Projectionsbenefits related to any reversal of future taxable income or gains incorporate several assumptions of future business and operations that are apt to differ from actual experience.  If, in the future, the Company’s assumptions and estimates that resulted in the forecast of future taxable income or gains for each tax-paying component prove to be incorrect, a valuation allowance mayon deferred income tax assets as of December 31, 2017, will be required.accounted for as a future reduction in income tax expense.

The Company has adopted ASC 740-10-05, Accounting for Uncertainty in Income Taxes (“ASC 740”) which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 provides a threshold for the financial statement recognition and measurement of aan income tax position taken or expected to be taken in aan income tax return. The Company’s policy is to classify interest and penalties related to unrecognized tax positions, if any, in its provision for income taxes. As of December 31, 2015, 20142017 and 2013, we have2016, the Company determined that no uncertain tax liabilities are required.

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The Company filed a consolidated federal income tax return for the fiscaltax years ended December 31, 2014, 20132016, 2015 and 20122014 and intends to file the same for the tax year ended December 31, 2015.2017. The tax allocation agreement between the Company and the Insurance Entities provide that they will incur income taxes based on a computation of taxes as if they were stand-alone taxpayers. The computations are made utilizing the financial statements of the Insurance Entities prepared on a statutory basis of accounting and prior to consolidating entries which include the conversion of certain balances and transactions of the statutory financial statements to a U.S. GAAP basis.

During 2015, the Company amended its 2010 federal tax return which resulted in a decrease to the 2013 Capital Loss carryforward of approximately $5.6 million.  The Company had subsequently amended its 2009 federal tax return to carryback its 2012 Capital Loss carryforward resulting in a refund of approximately $5.7 million.

The Company files its income tax returns as prescribed by the tax laws of the jurisdictions in which it operates. The Company’s 20122014 through 20142016 tax years are still subject to examination inby the U.S.  Various state jurisdictionInternal Revenue Service and various tax years remain open to examination.  Theexamination in certain state jurisdiction. In February 2018, the Company received noticenotification from the IRS Joint Committee on Taxation that it has completed its consideration of the audit relating to the loss carryback of realized losses from securities sold during 2012 and applied to 2009.  The IRS Joint Committee on Taxation has taken no exception to the conclusion reached by the Internal Revenue Service for an examination of the result2015 tax return.

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Table of which yielded no material change.Contents

 

 

NOTE 13 – EARNINGS PER SHARE

Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding for the period, excluding any dilutive common share equivalents. Diluted EPS reflects the potential dilution resulting from exercises of stock options, vesting of performance share units, vesting of restricted stock, and conversion of preferred stock.

The following table reconciles the numerator (i.e., income) and denominator (i.e., shares) of the basic and diluted earnings per share computations for the periods presented (in thousands, except per share data):

 

 

Year Ended December 31,

 

 

Years Ended December 31,

 

 

2015

 

 

2014

 

 

2013

 

 

2017

 

 

2016

 

 

2015

 

Numerator for EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

106,484

 

 

$

72,988

 

 

$

58,977

 

 

$

106,935

 

 

$

99,410

 

 

$

106,484

 

Less: Preferred stock dividends

 

 

(10

)

 

 

(13

)

 

 

(29

)

 

 

(10

)

 

 

(10

)

 

 

(10

)

Income available to common stockholders

 

$

106,474

 

 

$

72,975

 

 

$

58,948

 

 

$

106,925

 

 

$

99,400

 

 

$

106,474

 

Denominator for EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

34,799

 

 

 

33,569

 

 

 

35,866

 

 

 

34,841

 

 

 

34,919

 

 

 

34,799

 

Plus: Assumed conversion of share-based compensation (1)

 

 

1,056

 

 

 

1,535

 

 

 

1,531

 

 

 

943

 

 

 

706

 

 

 

1,056

 

Assumed conversion of preferred stock

 

 

29

 

 

 

46

 

 

 

379

 

 

 

25

 

 

 

25

 

 

 

29

 

Weighted average diluted common shares outstanding

 

 

35,884

 

 

 

35,150

 

 

 

37,776

 

 

 

35,809

 

 

 

35,650

 

 

 

35,884

 

Basic earnings per common share

 

$

3.06

 

 

$

2.17

 

 

$

1.64

 

 

$

3.07

 

 

$

2.85

 

 

$

3.06

 

Diluted earnings per common share

 

$

2.97

 

 

$

2.08

 

 

$

1.56

 

 

$

2.99

 

 

$

2.79

 

 

$

2.97

 

Weighted average number of antidilutive shares

 

 

311

 

 

 

64

 

 

 

518

 

 

 

1,504

 

 

 

1,583

 

 

 

311

 

 

(1)

Represents the dilutive effect of unexercised Stock Options, unvested Performance Share Units, and unvested Restricted Stock and unexercised Stock Options.Stock.


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NOTE 14 – OTHER COMPREHENSIVE INCOME (LOSS)

The following table provides the components of other comprehensive income (loss) on a pretax and after-tax basis for the periods presented (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

Net unrealized gains (losses) on investments available for sale arising during the period

 

$

(2,480

)

 

$

(963

)

 

$

(1,517

)

 

$

3,252

 

 

$

1,255

 

 

$

1,997

 

 

$

685

 

 

$

264

 

 

$

421

 

Less: Amounts reclassified from accumulated other comprehensive income (loss)

 

 

(1,060

)

 

 

(406

)

 

 

(654

)

 

 

(5,627

)

 

 

(2,171

)

 

 

(3,456

)

 

 

(1,297

)

 

 

(500

)

 

 

(797

)

Net current period other comprehensive income (loss)

 

$

(3,540

)

 

$

(1,369

)

 

$

(2,171

)

 

$

(2,375

)

 

$

(916

)

 

$

(1,459

)

 

$

(612

)

 

$

(236

)

 

$

(376

)

 

 

Years Ended December 31,

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

Net unrealized gains (losses) on

   investments available for

   sale arising during the period

 

$

2,773

 

 

 

1,058

 

 

$

1,715

 

 

$

(1,594

)

 

 

(609

)

 

$

(985

)

 

$

(2,480

)

 

$

(963

)

 

$

(1,517

)

Less: Amounts reclassified

   from accumulated other

   comprehensive income (loss)

 

 

(2,570

)

 

 

(982

)

 

 

(1,588

)

 

 

(2,294

)

 

 

(877

)

 

 

(1,417

)

 

 

(1,060

)

 

 

(406

)

 

 

(654

)

Net current period other

   comprehensive income (loss)

 

$

203

 

 

$

76

 

 

$

127

 

 

$

(3,888

)

 

$

(1,486

)

 

$

(2,402

)

 

$

(3,540

)

 

$

(1,369

)

 

$

(2,171

)

 

The following table provides the reclassifications out of accumulated other comprehensive income for the periods presented (in thousands):

 

 

Amounts Reclassified from

 

 

 

Amounts Reclassified from

 

 

 

Accumulated

 

 

 

Accumulated Other

 

 

 

Other Comprehensive Income

 

 

 

Comprehensive Income

 

 

Details about Accumulated Other

 

Year Ended December 31,

 

Affected Line Item in the Statement

 

Years Ended December 31,

 

Affected Line Item in the Statement

Comprehensive Income Components

 

2015

 

 

2014

 

 

2013

 

Where Net Income is Presented

 

2017

 

 

2016

 

 

2015

 

Where Net Income is Presented

Unrealized gains (losses) on investments

available for sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,060

 

 

$

5,627

 

 

$

1,297

 

Net realized gains (losses) on investments

 

$

2,570

 

 

$

2,294

 

 

$

1,060

 

Net realized gains (losses) on investments

 

 

(406

)

 

 

(2,171

)

 

 

(500

)

Income taxes, current

 

 

(982

)

 

 

(877

)

 

 

(406

)

Income taxes, current

 

$

654

 

 

$

3,456

 

 

$

797

 

Net of tax

 

$

1,588

 

 

$

1,417

 

 

$

654

 

Net of tax

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NOTE 15 – COMMITMENTS AND CONTINGENCIES

Operating Leases and OtherLitigation

 

The Company and its subsidiariesLawsuits are lessees under various operating leases for real estate and equipment. The following table provides future minimum rental payments required under the non-cancelable operating leases as of the date presented (in thousands):

As of December 31, 2015

 

2016

 

$

195

 

2017

 

 

133

 

2018

 

 

127

 

2019

 

 

64

 

Total

 

$

519

 

Total rental expense was $121 thousand, $753 thousand and $423 thousand in 2015, 2014 and 2013, respectively.

On December 2, 2014, UVE entered into a letter agreement with Ananke that calls for a minimum annual spend of $5 million towards covered loss index swaps during the period from June 1, 2016 through May 31, 2025.  

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Litigation

Certain lawsuits have been filed against the Company. TheseCompany from time to time. Many of these lawsuits generally involve claims under policies that we underwrite and reserve for as an insurer. We are also involved in various legal proceedings and litigation unrelated to claims under our policies that arise in the ordinary course of business operations. Management believes that any liabilities that may arise as a result of these legal matters related to the claims aspectwill not have a material adverse effect on our financial condition or results of the Company’s business. We contestoperations. The Company contests liability and/or the amount of damages as appropriate in each pending matter.

In accordance with applicable accounting guidance, we establishthe Company establishes an accrued liability for legal matters when those matters present loss contingencies whichthat are both probable and estimable.

Legal proceedings are subject to many uncertain factors that generally cannot be predicted with assurance, and wethe Company may be exposed to losses in excess of any amounts accrued. WeThe Company currently estimateestimates that the reasonably possible losses for legal proceedings, whether in excess of a related accrued liability or where there is no accrued liability, and for which we arethe Company is able to estimate a possible loss, are immaterial. This represents management’s estimate of possible loss with respect to these matters and is based on currently available information. This estimateThese estimates of possible loss doesdo not represent our maximum loss exposure. The legal proceedings underlying the estimate will change from time to timeexposure, and actual results may vary significantly from current estimates.

 

 

NOTE 16 – FAIR VALUE MEASUREMENTS

U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. U.S. GAAP describes three approaches to measuring the fair value of assets and liabilities: the market approach, the income approach and the cost approach. Each approach includes multiple valuation techniques. U.S. GAAP does not prescribe which valuation technique should be used when measuring fair value, but does establish a fair value hierarchy that prioritizes the inputs used in applying the various techniques. Inputs broadly refer to the assumptions that market participants use to make pricing decisions, including assumptions about risk. Level 1 inputs are given the highest priority in the hierarchy while Level 3 inputs are given the lowest priority. Assets and liabilities carried at fair value are classified in one of the following three categories based on the nature of the inputs to the valuation technique used:

·

Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

·

Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data.

·

Level 3 – Unobservable inputs that are not corroborated by market data. These inputs reflect management’s best estimate of fair value using its own assumptions about the assumptions a market participant would use in pricing the asset or liability.

Level 3 – Unobservable inputs that are not corroborated by market data. These inputs reflect management’s best estimate of fair value using its own assumptions about the assumptions a market participant would use in pricing the asset or liability.

Summary of significant valuation techniques for assets measured at fair value on a recurring basis

Level 1

Common stock: Comprise actively traded, exchange-listed U.S. and international equity securities. Valuation is based on unadjusted quoted prices for identical assets in active markets that the Company can access.

Mutual funds: Comprise actively traded funds. Valuation is based on daily quoted net asset values for identical assets in active markets that the Company can access.

Level 2

U.S. government obligations and agencies: Comprise U.S. Treasury Bills or Notes or U.S. Treasury Inflation Protected Securities. The primary inputs to the valuation include quoted prices for identical assets in inactive markets or similar assets in active or inactive markets, contractual cash flows, benchmark yields and credit spreads.

Corporate Bonds:bonds: Comprise investment-grade fixed income securities. The primary inputs to the valuation include quoted prices for identical assets in inactive markets or similar assets in active or inactive markets, contractual cash flows, benchmark yields and credit spreads.

Mortgage-backed and asset-backed securities: Comprise securities that are collateralized by mortgage obligations and other assets. The primary inputs to the valuation include quoted prices for identical assets in inactive markets or similar assets in active or inactive markets, contractual cash flows, benchmark yields, collateral performance and credit spreads.

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Table of Contents

Municipal bonds: Comprise fixed income securities issued by a state, municipality or county. The primary inputs to the valuation include quoted prices for identical assets in inactive markets or similar assets in active or inactive markets, contractual cash flows, benchmark yields and credit spreads.

Redeemable Preferred Stock:preferred stock: Comprise preferred stock securities that are redeemable. The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active.

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Other:Short-term investments: Comprise investment securities subject to remeasurementre-measurement with original maturities withinbeyond one year but more than three months.year. The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active.

Other:Short-term investments: Comprise investment securities subject to remeasurementre-measurement with original maturities beyondwithin one year.year but more than three months. The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active.

As required by U.S. GAAP, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the placement of the asset or liability within the fair value hierarchy levels.

The following tables set forth by level within the fair value hierarchy the Company’s assets that were measured at fair value on a recurring basis as of the dates presented (in thousands):

 

 

Fair Value Measurements

 

 

Fair Value Measurements

 

 

As of December 31, 2015

 

 

As of December 31, 2017

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government obligations and agencies

 

$

 

 

$

125,342

 

 

$

 

 

$

125,342

 

 

$

 

 

$

59,604

 

 

$

 

 

$

59,604

 

Corporate bonds

 

 

 

 

 

125,517

 

 

 

 

 

 

125,517

 

 

 

 

 

 

227,504

 

 

 

 

 

 

227,504

 

Mortgage-backed and asset-backed securities

 

 

 

 

 

150,160

 

 

 

 

 

 

150,160

 

 

 

 

 

 

219,452

 

 

 

 

 

 

219,452

 

Municipal bonds

 

 

 

 

 

120,295

 

 

 

 

 

 

120,295

 

Redeemable preferred stock

 

 

 

 

 

10,065

 

 

 

 

 

 

10,065

 

 

 

 

 

 

12,479

 

 

 

 

 

 

12,479

 

Other

 

 

 

 

 

4,999

 

 

 

 

 

 

4,999

 

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

10,762

 

 

 

 

 

 

 

 

 

10,762

 

 

 

18,811

 

 

 

 

 

 

 

 

 

18,811

 

Mutual funds

 

 

31,452

 

 

 

 

 

 

 

 

 

31,452

 

 

 

43,404

 

 

 

 

 

 

 

 

 

43,404

 

Short-term investments

 

 

 

 

 

25,021

 

 

 

 

 

 

25,021

 

 

 

 

 

 

10,000

 

 

 

 

 

 

10,000

 

Total assets accounted for at fair value

 

$

42,214

 

 

$

441,104

 

 

$

 

 

$

483,318

 

 

$

62,215

 

 

$

649,334

 

 

$

 

 

$

711,549

 

 

 

 

Fair Value Measurements

 

 

Fair Value Measurements

 

 

As of December 31, 2014

 

 

As of December 31, 2016

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government obligations and agencies

 

$

 

 

$

120,038

 

 

$

 

 

$

120,038

 

 

$

 

 

$

74,267

 

 

$

 

 

$

74,267

 

Corporate bonds

 

 

 

 

 

119,832

 

 

 

 

 

 

119,832

 

 

 

 

 

 

191,430

 

 

 

 

 

 

191,430

 

Mortgage-backed and asset-backed securities

 

 

 

 

 

107,223

 

 

 

 

 

 

107,223

 

 

 

 

 

 

214,776

 

 

 

 

 

 

214,776

 

Municipal bonds

 

 

 

 

 

91,197

 

 

 

 

 

 

91,197

 

Redeemable preferred stock

 

 

 

 

 

6,856

 

 

 

 

 

 

6,856

 

 

 

 

 

 

12,691

 

 

 

 

 

 

12,691

 

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

270

 

 

 

 

 

 

 

 

 

270

 

 

 

93

 

 

 

 

 

 

 

 

 

93

 

Mutual funds

 

 

19,372

 

 

 

 

 

 

 

 

 

19,372

 

 

 

50,710

 

 

 

 

 

 

 

 

 

50,710

 

Short-term investments (1)

 

 

 

 

 

37,490

 

 

 

 

 

 

37,490

 

Short-term investments

 

 

 

 

 

5,002

 

 

 

 

 

 

5,002

 

Total assets accounted for at fair value

 

$

19,642

 

 

$

391,439

 

 

$

 

 

$

411,081

 

 

$

50,803

 

 

$

589,363

 

 

$

 

 

$

640,166

 

 

(1)

Excludes $12.5 million of certificates of deposit not subject to remeasurement.

 

The Company utilizes third-party independent pricing services that provide a price quote for each fixed maturity, equity security and short-term investment. Management reviews the methodology used by the pricing services. If management believes that the price used by the pricing service does not reflect an orderly transaction between participants, management will use an alternative valuation methodology. There were no adjustments made by the Company to the prices obtained from the independent pricing source for any fixed maturities or equity securities included in the tables above.

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Table of Contents

 

The following table summarizes the carrying value and estimated fair values of the Company’s financial instruments that are not carried at fair value as of the dates presented (in thousands):

 

 

As of December 31,

 

 

As of December 31,

 

 

2015

 

 

2014

 

 

2017

 

 

2016

 

 

 

 

 

 

(Level 3)

 

 

 

 

 

 

(Level 3)

 

 

 

 

 

 

(Level 3)

 

 

 

 

 

 

(Level 3)

 

 

Carrying

 

 

Estimated

 

 

Carrying

 

 

Estimated

 

 

Carrying

 

 

Estimated

 

 

Carrying

 

 

Estimated

 

 

value

 

 

fair value

 

 

value

 

 

fair value

 

 

Value

 

 

Fair Value

 

 

Value

 

 

Fair Value

 

Liabilities (debt):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Surplus note

 

$

15,809

 

 

$

14,166

 

 

$

17,280

 

 

$

14,951

 

 

$

12,868

 

 

$

11,630

 

 

$

14,338

 

 

$

13,282

 

Term loan

 

$

6,851

 

 

$

6,851

 

 

$

13,330

 

 

$

13,330

 

Promissory note

 

$

1,390

 

 

$

1,390

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

690

 

 

$

690

 

 

Level 3

Long-term debt: The fair value of the surplus note was determined by management from the expected cash flows discounted using the interest rate quoted by the holder. The SBA is the holder of the surplus note and the quoted interest rate is below prevailing rates quoted by private lending institutions. However, as the Company’s use of funds from the surplus note is limited by the terms of the agreement, the Company has determined the interest rate quoted by the SBA to be appropriate for purposes of establishing the fair value of the note.

The fair value of the term loan approximates the carrying value given the original issue discount which was calculated based on the present value of future cash flows using the Company’s effective borrowing rate. The fair value of the promissory note iswas not materially different than its carrying value.

 

NOTE 17 – LIABILITY FOR UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES

Set forth in the following tables is information about unpaid losses and loss adjustment expenses as of December 31, 2017, net of reinsurance and estimated subrogation, as well as cumulative claim counts and the total of incurred-but-not-reported liabilities plus expected development on reported claims included within the liability for unpaid losses and LAE (in thousands).

The liability for losses and loss adjustment expenses includes an amount determined from loss reports and individual cases and an amount, based on past experience, for losses incurred but not reported. Such liabilities are necessarily based on estimates and, although management believes that the amount is adequate, the ultimate liability may be in excess of or less than the amounts provided. The methods for making such estimates and for establishing the resulting liability are continually reviewed, and any adjustments are reflected in earnings currently. The reserve for losses and loss adjustment expenses is reported net of receivables for salvage and subrogation of approximately $85 million and $76 million at December 31, 2017 and 2016, respectively.

The information about unpaid losses and loss adjustment expenses for the years ended December 31, 2013 to 2015, is presented as supplementary information and is unaudited.

Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

 

 

 

 

 

 

As of

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total of Incurred-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

but-Not-Reported

 

 

 

 

 

For the Years Ended December 31,

 

 

Liabilities Plus

 

 

 

 

 

Accident Year

 

 

2013*

 

 

2014*

 

 

2015*

 

 

2016

 

 

2017

 

 

Expected Development (Redundancy) on Reported Claims

 

 

Cumulative Number of Reported Claims

 

2013

*

 

$

100,111

 

 

$

96,993

 

 

$

96,012

 

 

$

88,493

 

 

$

91,065

 

 

$

(4,704

)

 

 

20,440

 

2014

*

 

 

 

 

 

 

111,739

 

 

 

118,289

 

 

 

112,251

 

 

 

112,278

 

 

 

(10,886

)

 

 

22,420

 

2015

*

 

 

 

 

 

 

 

 

 

 

170,381

 

 

 

187,431

 

 

 

194,600

 

 

 

(15,635

)

 

 

26,703

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

269,814

 

 

 

286,252

 

 

 

(17,785

)

 

 

39,885

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

303,944

 

 

 

49,600

 

 

 

93,080

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

$

988,139

 

 

 

 

 

 

 

 

 

*UNAUDITED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Table of Contents

 

 

Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

 

For the Years Ended December 31,

 

Accident Year

 

2013*

 

 

2014*

 

 

2015*

 

 

2016

 

 

2017

 

2013

*

$

61,117

 

 

$

88,843

 

 

$

93,489

 

 

$

95,059

 

 

$

95,383

 

2014

*

 

 

 

 

 

69,703

 

 

 

112,059

 

 

 

119,798

 

 

 

122,579

 

2015

*

 

 

 

 

 

 

 

 

 

115,328

 

 

 

191,481

 

 

 

208,592

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

204,122

 

 

 

297,374

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

205,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

$

929,128

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All outstanding liabilities before 2013, net of reinsurance*

 

 

 

(3,469

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities for claims and claim adjustment expenses, net of reinsurance

 

 

$

55,542

 

*UNAUDITED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Set forth is the following reconciliation of the net incurred and paid claims development tables to the liability for unpaid losses and LAE in the consolidated Balance Sheet as of December 31, 2017 (in thousands):

 

 

 

 

 

 

 

December 31, 2017

 

Liabilities for unpaid claims and claim

  adjustment expenses, net of reinsurance

 

$

55,542

 

Reinsurance recoverable on unpaid claims

 

 

182,405

 

Unallocated claims adjustment expenses and other

 

 

10,478

 

Total gross liability for unpaid claims and claim

  adjustment expense

 

$

248,425

 

Set forth is the supplementary information about average historical claims duration as of December 31, 2017:

Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance

 

Years

 

1

 

 

2

 

 

3

 

 

4

 

 

5

 

 

 

 

51.0

%

 

 

17.7

%

 

 

11.2

%

 

 

9.1

%

 

 

6.6

%

Set forth in the following table is the change in liability for unpaid losses and LAE for the periods presented (in thousands):

 

 

Years Ended December 31,

 

 

 

2017

 

 

2016

 

 

2015

 

Balance at beginning of year

 

$

58,494

 

 

$

98,840

 

 

$

134,353

 

Less: Reinsurance recoverable

 

 

(106

)

 

 

(13,540

)

 

 

(47,350

)

Net balance at beginning of period

 

 

58,388

 

 

 

85,300

 

 

 

87,003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incurred (recovered) related to:

 

 

 

 

 

 

 

 

 

 

 

 

Current year

 

 

322,929

 

 

 

305,919

 

 

 

188,040

 

Prior years

 

 

27,499

 

 

 

(4,690

)

 

 

(301

)

Total incurred

 

 

350,428

 

 

 

301,229

 

 

 

187,739

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Paid related to:

 

 

 

 

 

 

 

 

 

 

 

 

Current year

 

 

215,274

 

 

 

229,761

 

 

 

123,952

 

Prior years

 

 

127,522

 

 

 

98,380

 

 

 

65,490

 

Total paid

 

 

342,796

 

 

 

328,141

 

 

 

189,442

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net balance at end of period

 

 

66,020

 

 

 

58,388

 

 

 

85,300

 

Plus: Reinsurance recoverable

 

 

182,405

 

 

 

106

 

 

 

13,540

 

Balance at end of year

 

$

248,425

 

 

$

58,494

 

 

$

98,840

 

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As a result of changes in estimates of insured events in prior years, the loss and loss adjustment expense increased by $27.5 million in 2017. During 2017 the liability for unpaid losses and loss adjustment expenses increased by $189.9 million from $58.5 million as of December 31, 2016 to $248.4 million as of December 31, 2017. This increase was primarily a result of Hurricane Irma, for which the Company has reinsurance recoverable of $182.4 million. Other factors leading to the increase include the increase in our underlying exposure due to increased writings in Florida and other states, as well as prior year adverse development reserve of $27.5 million, primarily driven by assignment of benefits (“AOB”) related claims within our Florida book, including the increased litigation frequency experienced during 2017 surrounding the AOB issue. Total reserve re-estimates conducted in 2016 and 2015, resulted in favorable development of $4.7 million in 2016, and $0.3 million in 2015. The favorable development in 2016 was principally the result of increases in estimated subrogation recoveries.

Basis for estimating liabilities for unpaid claims and claim adjustment expenses

The Company establishes a liability to provide for the estimated unpaid portion of the costs of paying losses LAE under insurance policies the Insurance Entities have issued. Predominately all of the Company’s claims relate to the Company’s core product, homeowners insurance and the various policy forms in which it is available. The liability for unpaid losses and LAE consists of the following:

Case reserves, which are the reserves established by the claims examiner on reported claims.

Incurred but not reported (“IBNR”), which are anticipated losses expected to be reported to the company and development of reported claims, including anticipated recoveries from either subrogation or ceded reinsurance.

LAE, which are the estimated expenses associated with the settlement of case reserves and IBNR.

Underwriting results are significantly influenced by the Company’s practices in establishing its estimated liability for unpaid losses and LAE. The liability is an estimate of amounts necessary to ultimately settle all current and future claims and LAE on claims occurring during the policy coverage period each year as of the financial statement date.

Characteristics of Reserves

The liability for unpaid losses and LAE, also known as reserves, are established based on estimates of the ultimate future amounts needed to settle claims, either known or unknown, less losses that have been paid to date. Claims are typically reported promptly with relatively little reporting lag between the date of occurrence and the date the loss is reported. The Company’s claim settlement data suggests that insurance claims have an average settlement time of less than one year.

Reserves are estimated for both reported and unreported claims, and include estimates of all expenses associated with processing and settling all incurred claims, including consideration for anticipated subrogation recoveries that will offset future loss payments. The company updates reserve estimates periodically as new information becomes available or as events emerge that may affect the resolution of unsettled claims. Changes in prior year reserve estimates (reserve re-estimates), which may be material, are determined by comparing updated estimates of ultimate losses to prior estimates, and the differences are recorded as losses and LAE in the Consolidated Statements of Income in the period such changes are determined. Estimating the ultimate cost of losses and LAE is an inherently uncertain and complex process involving a high degree of subjective judgment and is subject to the interpretation and usage of numerous uncertain variables as discussed further below.

Reserves for losses and LAE are determined in three primary sectors. These sectors are (1) the estimation of reserves for Florida non-catastrophe losses, (2) hurricane losses, and (3) non-Florida non-catastrophe losses and any other losses. Evaluations are performed for gross loss, LAE and subrogation separately, and on a net and direct basis for each sector. The analyses for non-catastrophe losses are further separated into data groupings of like exposure or type of loss. These groups are property damage on homeowner policy forms HO-3 and HO-8 combined, property damage on homeowner policy forms HO-4 and HO-6 combined, property damage on dwelling fire policies, sinkhole claims, and water damage claims. Although these sectors are aggregated into the single tables noted above, analyses are performed in these three sectors, due to the analogous nature of the product and similar claim settlement traits.

As claims are reported, the claims department establishes an estimate of the liability for each individual claim called case reserves. For certain liability claims of sufficient size and complexity, the field adjusting staff establishes case reserve estimates of ultimate cost, based on their assessment of facts and circumstances related to each individual claim. Opportunities for subrogation are also identified for further analysis and collection. For other claims which occur in large volumes and settle in a relatively short time frame, it is not practical or efficient to set case reserves for each claim, and an initial case reserve of $2,500 is set for these claims. In the normal course of business, we may also supplement our claims processes by utilizing third party adjusters, appraisers, engineers, inspectors, other professionals and information sources to assess and settle catastrophe and non-catastrophe related claims.

The Actuarial Methods used to Develop Reserve Estimates

Reserve estimates for both unpaid losses and LAE are derived using several different actuarial estimation methods in order to provide the actuary with multiple predictive viewpoints to consider for each of the sectors discussed above. Each of the methods has merit,

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because they each provide insight into emerging patterns. These methods are each variations on two primary actuarial techniques: “chain ladder development” techniques and “counts and average” techniques. The “chain ladder development” actuarial technique is an estimation process in which historical payment and reserving patterns are applied to actual paid and/or reported amounts (paid losses, recovered subrogation or LAE plus individual case reserves established by claim adjusters) for an accident period to create an estimate of how losses or recoveries are likely to develop over time. The “counts and average” technique includes an evaluation of historical and projected costs per claim, and late-reported claim counts, for open claims by accident period. An accident period refers to classification of claims based on the date in which the claims occurred, regardless of the date they were reported to the company. These analyses are used to prepare estimates of required reserves for payments or recoveries to be made in the future. Transactions are organized into half-year accident periods for purposes of the reserve estimates. Key data elements used to determine our reserve estimates include historical claim counts, loss and LAE payments, subrogation received, case reserves, earned policy exposures, and the related development factors applicable to this data.

The first method for estimating unpaid amounts for each sector is a chain ladder method called the paid development method. This method is based upon the assumption that the relative change in a given accident period’s paid losses from one evaluation point to the next is similar to the relative change in prior periods’ paid losses at similar evaluation points. In utilizing this method, actual 6-month historical loss activity is evaluated. Successive periods can be arranged to form a triangle of data. Paid-to-Paid (“PTP”) development factors are calculated to measure the change in cumulative paid losses, LAE, and subrogation recoveries, from one evaluation point to the next. These historical PTP factors form the basis for selecting the PTP factors used in projecting the current valuation of losses to an ultimate basis. In addition, a tail factor is selected to account for loss development beyond the observed experience. The tail factor is based on trends shown in the data and consideration of industry loss development benchmarks. Utilization of a paid development method has the advantage of avoiding potential distortions in the data due to changes in case reserving methodology. This method’s implicit assumption is that the rate of payment of claims has been relatively consistent over time, and that there have been no material changes in the rate at which claims have been reported or settled. In instances where changes in settlement rates are detected, the PTP factors are adjusted accordingly, utilizing appropriate actuarial techniques. These adjusted techniques each produce additional development method estimates for consideration.

A second method is the reported development method. This method is similar to the paid development method; however, case reserves are considered in the analysis. Successive periods of reported loss estimates (including paid loss, subrogation recoveries, paid LAE and held case reserves) are organized similar to the paid development method in order to evaluate and select Report-to-Report (“RTR”) development factors. This method has the advantage of recognizing the information provided by current case reserves. Its implicit assumption is that the relative adequacy of case reserves is consistent over time, and that there have been no material changes in the rate at which claims have been reported or settled. In cases where significant reserve strengthening or other changes have occurred, RTR factors are adjusted accordingly, utilizing appropriate actuarial techniques.

A third method is the Bornhuetter-Ferguson (“B-F”) method, which is also utilized for estimating unpaid loss and LAE amounts. Each B-F technique is a blend of chain ladder development methods and an expected loss method, whereby the total reserve estimate equals the unpaid portion of a predetermined expected unpaid ultimate loss projection. The unpaid portion is determined based on assumptions underlying the development methods. As an experience year matures and expected unreported (or unpaid) losses become smaller, the initial expected loss assumption becomes gradually less important. This has the advantage of stability, but it is less responsive to actual results that have emerged. Two parameters are needed in each application of the B-F method: an initial assumption of expected losses and the expected reporting or payment pattern. Initial expected losses for each accident period other than the current year is determined using the estimated ultimate loss ratio from the prior analysis. Initial expected losses for the current year’s accident periods are determined based on trends in historical loss ratios, rate changes, and underlying loss trends. The expected reporting pattern is based on the reported or paid loss development method described above. This method is often used in situations where the reported loss experience is relatively immature or lacks sufficient credibility for the application of other methods.

A fourth method, called the counts and averages method, is utilized for estimates of loss, subrogation and LAE for each Florida sector. In this method, an estimate of unpaid losses or expenses is determined by separately projecting ultimate reported claim counts and ultimate claim severities (cost or recoveries per claim) on open and unreported claims for each accident period. Typically, chain ladder development methods are used to project ultimate claim counts and claim severities based on historical data using the same methodology described in the paid and reported development methods above. Estimated ultimate losses are then calculated as the product of the two items. This method is intended to avoid data distortions that may exist with the other methods for the most recent years as a result of changes in case reserve levels, settlement rates and claims handling fees. In addition, it may provide insight into the drivers of loss experience. For example, this method is utilized for sinkhole losses due to unique settlement patterns that have emerged since the passage of legislation that codified claim settlement practices with respect to sinkhole related claims and subsequent policy form changes we implemented. The method is also utilized to evaluate segments impacted by the implementation of our Fast Track Initiative, which is an initiative to settle claims on an accelerated basis. These claims are expected to be reported and settled at different rates and ultimate values than historically observed, requiring a departure from traditional development methodologies.

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The implicit assumption of these techniques is that the selected factors and averages combine to form development patterns or severity trends that are predictive of future loss development of incurred claims. In selecting relevant parameters utilized in each estimation method, due consideration is given to how the patterns of development change from one year to the next over the course of several consecutive years of recent history. Furthermore, the effects of inflation and other anticipated trends are considered in the reserving process in order to generate selections that include adequate provisions to estimate the cost of claims that settle in the future. Finally, in addition to paid loss, reported loss, subrogation recoveries, and LAE development triangles, various diagnostic triangles, such as triangles showing historical patterns in the ratio of paid-to-reported losses and closed-to-reported claim counts are prepared. These diagnostic triangles are utilized in order to monitor the stability of various determinants of loss development, such as consistency in claims settlement and case reserving.

Estimates of unpaid losses for hurricane experience are developed using a combination of company-specific and industry patterns, due to the relatively infrequent nature of storms and the high severity typically associated with them. Development patterns and other benchmarks are based on consideration of all reliable information, such as historical events with similar landfall statistics, the range of estimates developed from industry catastrophe models, and claim reporting and handling statistics from our field units. It is common for the company to update its projection of unpaid losses and LAE for a significant hurricane event on a monthly, or even weekly basis, for the first 6-months following an event.

Estimation methods described above each produce estimates of ultimate losses and LAE. Based on the results of these methods, a single estimate (commonly referred to as an actuarial point/central estimate) of the ultimate loss and LAE is selected accordingly for each accident-year claim grouping. Estimated IBNR reserves are determined by subtracting reported losses from the selected ultimate loss, and the paid LAE from the ultimate LAE. The estimated loss IBNR reserves are added to case reserves to determine total estimated unpaid losses. Note that estimated IBNR reserves can be negative for an individual accident-year claim grouping if the selected ultimate loss includes a provision for anticipated subrogation, or if there is a possibility that case reserves are overstated. No case reserves are carried for LAE, therefore the estimated LAE IBNR reserves equal the total estimated unpaid LAE. For each sector, the reserving methods are carried out on both a net and direct basis in order to estimate liabilities accordingly. When selecting a single actuarial point/central estimate on a net basis, careful consideration is given for the reinsurance arrangements that were in place during each accident year, exposure period and segment being reviewed.

How Reserve Estimates are Established and Updated

Reserve estimates are developed for both open claims and unreported claims. The actuarial methods described above are used to derive claim settlement patterns by determining development factors to be applied to specific data elements. Development factors are calculated for data elements such as claim counts reported and settled, paid losses and paid losses combined with case reserves, loss expense payments, and subrogation recoveries. Historical development patterns for these data elements are used as the assumptions to calculate reserve estimates.

Often, different estimates are prepared for each detailed component, incorporating alternative analyses of changing claim settlement patterns and other influences on losses, from which a best estimate is selected for each component, occasionally incorporating additional analyses and actuarial judgment as described above. These estimates are not based on a single set of assumptions. Based on a review of these estimates, the best estimate of required reserves is recorded for each accident year and the required reserves are summed to create the reserve balance carried on the Consolidated Balance Sheets.

Reserves are re-estimated periodically by combining historical payment and reserving patterns with current actual results. When actual development of claims reported, paid losses or case reserve changes are different than the historical development pattern used in a prior period reserve estimate, and as actuarial studies validate new trends based on indications of updated development factor calculations, new ultimate loss and LAE predictions are determined. This process incorporates the historic and latest trends, and other underlying changes in the data elements used to calculate reserve estimates. The difference between indicated reserves based on new reserve estimates and the previously recorded estimate of reserves is the amount of reserve re-estimates. The resulting increase or decrease in the reserve re-estimates is recorded and included in “Losses and loss adjustment expenses” in the Consolidated Statements of Income.

Claim frequency

The methodology used to determine claim counts is based first around the event and then based on coverage. One event could have one or more claims based on the policy coverage, for example an event could have a claim for the first party coverage and a claim for third party liability regardless of the number of third party claimants. If multiple third-party liability claims are reported together they would be counted as one claim.

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NOTE 18 – QUARTERLY RESULTS FOR 20152017 AND 20142016 (UNAUDITED)

The following table provides a summary of quarterly results for the periods presented (in thousands except per share data):

 

 

First

 

 

Second

 

 

Third

 

 

Fourth

 

 

First

 

 

Second

 

 

Third

 

 

Fourth

 

 

Quarter

 

 

Quarter

 

 

Quarter

 

 

Quarter

 

 

Quarter

 

 

Quarter

 

 

Quarter

 

 

Quarter

 

For the year ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$

94,360

 

 

$

112,888

 

 

$

146,153

 

 

$

150,598

 

For the Year Ended December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums earned, net

 

$

161,559

 

 

$

169,009

 

 

$

174,517

 

 

$

183,708

 

Investment income

 

 

862

 

 

 

1,207

 

 

 

1,307

 

 

 

1,779

 

 

 

2,704

 

 

 

3,223

 

 

 

3,085

 

 

 

4,448

 

Total revenues

 

 

103,810

 

 

 

123,591

 

 

 

157,043

 

 

 

162,100

 

 

 

174,874

 

 

 

185,487

 

 

 

190,243

 

 

 

201,312

 

Total expenses

 

 

65,787

 

 

 

82,371

 

 

 

109,143

 

 

 

114,220

 

 

 

127,503

 

 

 

137,564

 

 

 

173,644

 

 

 

142,721

 

Net income

 

 

22,330

 

 

 

24,704

 

 

 

30,298

 

 

 

29,152

 

 

 

31,199

 

 

 

29,376

 

 

 

9,964

 

 

 

36,396

 

Basic earnings per share

 

$

0.65

 

 

$

0.71

 

 

$

0.87

 

 

$

0.84

 

 

$

0.89

 

 

$

0.84

 

 

$

0.29

 

 

$

1.05

 

Diluted earnings per share

 

$

0.62

 

 

$

0.69

 

 

$

0.84

 

 

$

0.82

 

 

$

0.86

 

 

$

0.82

 

 

$

0.28

 

 

$

1.03

 

For the year ended December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$

63,807

 

 

$

73,362

 

 

$

94,288

 

 

$

95,420

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums earned, net

 

$

152,448

 

 

$

156,461

 

 

$

159,534

 

 

$

163,973

 

Investment income

 

 

518

 

 

 

412

 

 

 

644

 

 

 

801

 

 

 

1,605

 

 

 

2,142

 

 

 

2,304

 

 

 

3,489

 

Total revenues

 

 

74,305

 

 

 

86,989

 

 

 

103,500

 

 

 

104,482

 

 

 

164,446

 

 

 

169,802

 

 

 

172,436

 

 

 

178,605

 

Total expenses

 

 

51,188

 

 

 

56,580

 

 

 

66,348

 

 

 

67,556

 

 

 

123,347

 

 

 

114,908

 

 

 

128,273

 

 

 

155,878

 

Net income

 

 

13,549

 

 

 

17,126

 

 

 

21,341

 

 

 

20,972

 

 

 

25,226

 

 

 

33,647

 

 

 

26,882

 

 

 

13,655

 

Basic earnings per share

 

$

0.41

 

 

$

0.50

 

 

$

0.64

 

 

$

0.63

 

 

$

0.73

 

 

$

0.96

 

 

$

0.77

 

 

$

0.39

 

Diluted earnings per share

 

$

0.38

 

 

$

0.49

 

 

$

0.61

 

 

$

0.59

 

 

$

0.71

 

 

$

0.94

 

 

$

0.75

 

 

$

0.38

 

 

The improvementTotal revenues in the fourth quarter results for 2015 compared to 2014 includes an increase in revenues of $57.6 million offset2017 exceeded 2016 principally driven by an increase in operating expenses of $46.7 million. The primary driver behind these increases wasincreased policy and premium counts year over year driven by organic growth in, and outside of FloridaFlorida. The fourth quarter included a benefit within loss and LAE from Hurricane Irma due to reinsurance recoveries recognized during the eliminationquarter from our Other States Reinsurance Program, as well as additional income generated by our service company subsidiaries following Hurricane Irma. These benefits were largely offset by unfavorable reserve development for both current and prior accident years. The fourth quarter of quota-share reinsurance in June 2015. The Company also benefited from an overall decrease in the cost2016 was impacted by severe weather event losses of certain reinsurance. The effective tax rate$26.6 million as a result of Hurricane Matthew. Net income for the fourth quarter of 2015 decreased2017 increased 166.5%, or $22.7 million, to $36.4 million, compared to net income of $13.7 million in the same period in 2014 primarily as a resultfourth quarter of a reduction in non-deductible compensation.2016.

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NOTE 1819 – SUBSEQUENT EVENTS

The Company performed an evaluation of subsequent events through the date the financial statements were issued and determined there were no recognized or unrecognized subsequent events that would require an adjustment or additional disclosure in the consolidated financial statements as of December 31, 2015.2017.

On January 14, 2016,22, 2018, the Company declared a dividend of $0.14 per share on its outstanding common stock payable on March 2, 2016,12, 2018, to shareholders of record on February 18, 2016.28, 2018.

 

 

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ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

NONE

 

 

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of its principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of December 31, 2015.2017.

Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015.2017. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control – Integrated Framework. Based on this assessment under the framework in 2013 Internal Control – Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2015.2017.

Management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2015 has been audited by Plante & Moran, PLLC, the independent registered public accounting firm who also audited the Company’s consolidated financial statements. The auditor’sstatements included in this Form 10-K has issued their attestation report on management’s assessment of the Company’s internal control over financial reporting is presented above at “Report of Independent Registered Public Accounting Firm.”

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the fourth quarter of 20152017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

ITEM 9B.

OTHER INFORMATION

NONE

 

 

 

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part iii

 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics that is applicable to all directors, officers and employees of the Company. The code is available on the Company’s website at www.universalinsuranceholdings.com. A copy of the Company’s Code of Business Conduct and Ethics may be obtained free of charge by written request to Frank C. Wilcox, CFO, Universal Insurance Holdings, Inc., 1110 West Commercial Boulevard, Suite 100, Fort Lauderdale, FL 33309.

For information regarding our Directors, Executive Officers and Corporate Governance, reference is made to our definitive proxy statement for our Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 20152017 and which is incorporated herein by reference (the “2016“2018 Proxy Statement”).

 

 

ITEM 11.

EXECUTIVE COMPENSATION

For information regarding Executive Compensation, reference is made to such disclosure in the 20162018 Proxy Statement, and which is incorporated herein by reference.

 

 

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

For information regarding Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, reference is made to such disclosure in the 20162018 Proxy Statement, and which is incorporated herein by reference.

 

 

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

For information regarding Certain Relationships and Related Transactions, and Director Independence, reference is made to such disclosure in the 20162018 Proxy Statement, and which is incorporated herein by reference.

 

 

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

For information regarding Principal Accountant Fees and Services, reference is made to such disclosure in the 20162018 Proxy Statement, and which is incorporated herein by reference.

 

 

 

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PART IV

 

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1)

Financial Statements

The following consolidated financial statements of the Company and the report of the Independent Registered Public Accounting Firm thereon are filed with this report:report at Item 8:

Report of Independent Registered Public Accounting Firm.

Consolidated Balance Sheets as of December 31, 20152017 and 2014.2016.

Consolidated Statements of Income for the Years Ended December 31, 2015, 20142017, 2016 and 2013.2015.

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2015, 20142017, 2016 and 2013.2015.

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2015, 20142017, 2016 and 2013.2015.

Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 20142017, 2016 and 2013.2015.

Notes to Consolidated Financial Statements.

(2)

Financial Statement Schedules

The following additional financial statement schedules are furnished herewith pursuant to the requirements of Form 10-K.

 

 

Page

Schedules required to be filed under the provisions of Regulation S-X Article 7:

 

Schedule II Condensed Financial Information of Registrant

104108

Schedule V Valuation Allowances and Qualifying Accounts

108112

Schedule VI Supplementary Information Concerning Consolidated Property-Casualty Insurance Operations

109113

Report of Independent Registered Public Accounting Firms

110114

All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the Consolidated Financial Statements or in notes thereto.

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ITEM 16.

FORM 10-K SUMMARY

Table of Contents

None.

(3)

Exhibits

 

3.1

 

Registrant’s Amended and Restated Certificate of Incorporation, as amended (9)(14)

 

 

 

3.2

 

Registrant’s Amended and Restated Bylaws (3)

3.3

Certificate of Designation for Series A Convertible Preferred Stock dated October 11, 1994 (2)

3.4

Certificate of Designations, Preferences, and Rights of Series M Convertible Preferred Stock dated August 13, 1997 (1)

3.5

Certificate of Amendment of Amended and Restated Certificate of Incorporation dated September 30, 1998 (2)

3.6

Certificate of Amendment of Amended and Restated Certificate of Incorporation dated December 18, 2000 (2)

3.7

Certificate of Amendment of Certificate of Designations of the Series A Convertible Preferred Stock dated October 25, 2001 (2)

3.8

Certificate of Amendment of Amended and Restated Certificate of Incorporation dated December 7, 2005 (6)

3.9

Certificate of Amendment of Amended and Restated Certificate of Incorporation dated May 18, 2007 (6)(9)

 

 

 

4.1

 

Form of Common Stock Certificate (9)(3)

 

 

 

10.1

 

The Universal Insurance Holdings, Inc. Second Amended and Restated 2009 Omnibus Incentive Plan (10)*(4)

 

 

 

10.2

 

Non-QualifiedNon-qualified Stock Option Agreement dated February 4, 2010,November 12, 2013, by and between the Company and Sean P. Downes (7)*(11)

 

 

 

10.3

 

Director Services Agreement, dated July 12, 2007, by and between the Company and Ozzie A. Schindler (4)*(1)

 

 

 

10.4

 

Director Services Agreement, dated July 12, 2007, by and between the Company and Joel M. Wilentz (4)*(1)

 

 

 

10.5

 

Director ServicesNon-qualified Stock Option Agreement dated July 12, 2007,June 15, 2015, by and between the Company and Reed J. Slogoff (4)*Sean P. Downes (11)

 

 

 

10.6

 

Performance-Based RestrictedNon-qualified Stock Award,Option Agreements dated April 18, 2011,February 29, 2016, by and between the Company and Sean P. Downes (8)*(12)

 

 

 

10.7

 

Restricted Stock AwardForm of Indemnification Agreement dated August 27, 2012, by and between the Company and Sean P. Downes (11)*(5)

 

 

 

10.8

 

Non-qualified Stock OptionEmployment Agreement, dated January 12, 2016, by and between the Company and Sean P. Downes (11)*(10)

 

 

 

10.9

 

Form of IndemnificationDirector Services Agreement, (12)*dated June 6, 2013, by and between the Company and Scott P. Callahan (6)

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10.10

 

Founder and AdviserDirector Services Agreement, dated FebruaryJune 6, 2013, by and between the Company and Bradley I. Meier (13)*Darryl L. Lewis (6)

 

 

 

10.11

 

Amendment to Second Amended and Restated Employment Agreement, dated February 22, 2013, by and between the Company and Sean P. Downes (14)*2009 Omnibus Incentive Plan (7)

 

 

 

10.12

 

Employment Agreement, dated February 22, 2013, by and between the Company and Jon W. Springer (14)*

10.13

Employment Agreement, dated February 22, 2013, by and between the Company and Norman M. Meier (14)*

10.14

Employment Agreement, dated March 21, 2013, by and between the Company and Stephen J. Donaghy (15)*

10.15

Employment Agreement, dated as of August 5, 2013, by and between Frank Wilcox and the Company (22)*

10.16

Director Services Agreement, dated June 6, 2013, by and between the Company and Scott P. Callahan (19)*

10.17

Director Services Agreement, dated June 6, 2013, by and between the Company and Darryl L. Lewis (19)*

10.18

Amendment to Second Amended and Restated 2009 Omnibus Incentive Plan (20)*

10.19

Management Agreements by and between Universal Property & Casualty Insurance Company and Universal P&C Management, Inc. dated as of June 2, 1997 (1)

10.20

Florida Insurance Capital Build-Up Incentive Program Surplus Note (“Surplus Note”) between the Company and the State Board of Administration of Florida (5)(2)

 

 

 

10.2110.13

 

Addendum No. 1 to the Surplus Note between the Company and the State Board of Administration (5)(2)

 

 

 

10.2210.14

 

Multiple Line Quota Share Reinsurance Contract between the Company and Everest Reinsurance Company (5)(2)

 

 

 

10.2310.15

 

Independent Adjusting Firm Agreement between the Company and Downes and Associates (5)

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10.24

Revolving Loan Agreement, dated March 29, 2013, by and between the Company and Deutsche Bank Trust Company Americas (16)

10.25

Revolving Note, dated March 29, 2013, by the Company in favor of Deutsche Bank Trust Company Americas, in the original principal amount of $10,000,000 (16)

10.27

Term Loan Agreement, dated May 23, 2013, by and between the Company and RenaissanceRe Ventures Ltd. (18)

10.28

Term Note, dated May 23, 2013, by the Company in favor of RenaissanceRe Ventures Ltd., in the original principal amount of $20,000,000 (18)

10.29

Sharing Agreement, dated May 23, 2013, by and between RenaissanceRe Ventures Ltd. and Deutsche Bank Trust Company Americas and acknowledged by the Company and the guarantors party thereto (18)

10.30

First Amendment and Consent to Revolving Loan Agreement, dated May 23, 2013, by and between Deutsche Bank Trust Company Americas and the Company (18)

10.31

Agreement of Purchase and Sale, dated July 12, 2013, by and between Commercial Station LLC and Universal Property & Casualty Insurance Company (21)

10.32

Director Services Agreement, dated June 5, 2014, by and between the Company and Ralph J. Palmieri (25)*(8)

 

 

 

10.3310.16

 

Director Services Agreement, dated June 5, 2014, by and between the Company and Richard D. Peterson (25)*(8)

 

 

 

10.3410.17

 

Amendment No. 1 to EmploymentPerformance Share Unit Agreement dated December 15, 2014,January 1, 2016, by and between Jon W. Springer and the Company (26)*and Sean P. Downes (12)

 

 

 

10.3510.18

 

Amendment No. 1 to EmploymentPerformance Share Unit Agreement dated December 15, 2014,January 1, 2016, by and between Stephen J. Donaghy and the Company (26)*and Jon W. Springer (12)

 

 

 

14

 

Code of Business Conduct and Ethics (13)

 

 

 

21

 

List of Subsidiaries

 

 

 

23.1

 

Consent of Independent Registered Public Accounting Firm (Plante & Moran, PLLC)

 

 

 

31.1

 

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2

 

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32

 

Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Title 18, United States Code, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101. INS

 

XBRL Instance Document

 

 

 

101. SCH

 

XBRL Taxonomy Extension Schema Document

 

 

 

101. CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101. DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101. LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101. PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

100


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*

These Exhibit Numbers are management contracts or compensatory plans required to be filed as Exhibits to this Form 10-K.

-----------

 

 

(1)

Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB for the year ended April 30, 1997 filed with the Securities and Exchange Commission on August 13, 1997, as amended.

(2)

Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB for the year ended December 31, 2002 filed with the Securities and Exchange Commission on April 9, 2003.

(3)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 11,August 10, 2007.

 

 

(4)(2)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 10, 2007.

(5)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 10, 2009.

 

 

(6)

Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-163564) filed with the Securities and Exchange Commission on December 8, 2009.

 

(7)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2010.

(3)

 

(8)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, file with the Securities and Exchange Commission on May 12, 2011.

(9)

Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on March 26, 2012.

 

 

(10)(4)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, file with the Securities and Exchange Commission on June 14, 2012.

 

 

(11)(5)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, file with the Securities and Exchange Commission on August 29, 2012.

(12)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, file with the Securities and Exchange Commission on November 15, 2012.

 

 

(13)(6)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 7, 2013.

(14)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 22, 2013.

(15)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 21, 2013.

(16)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 4, 2013.

(17)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, 2013.

(18)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, 2013.

(19)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 6, 2013.

 

 

(20)(7)

Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-189122) deemed effective on June 6, 2013.

 

 

(21)(8)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 18, 2013.June 6, 2014.

 

 

(22)(9)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 5, 2013.June 19, 2017.

 

 

(23)(10)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 6, 2014.19, 2016.

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Table of Contents

 

 

(24)(11)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 25, 2014.February 22, 2013.

 

 

(25)(12)

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 6, 2014.January 19, 2016.

 

 

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Table of Contents

(26)(13)

Incorporated by reference to the Registrant’s CurrentAnnual Report on Form 8-K,10-K for the year ended December 31, 2015, filed withFebruary 24, 2016.

(14)

Incorporated by reference to the Securities and Exchange CommissionRegistrant’s Annual Report on Form 10-K for the year ended December 17, 2014.31, 2016, filed February 24, 2017.

 

 

 

102106


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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, hereunto duly authorized.

UNIVERSAL INSURANCE HOLDINGS, INC.

 

Dated: February 24, 201623, 2018

 

By:

/s/ Sean P. Downes 

 

 

 

Sean P. Downes, President, Chief Executive Officer and Principal Executive Officer

 

 

 

 

 

 

By:

/s/ Frank C. Wilcox 

 

 

 

Frank C. Wilcox, Chief Financial Officer and Principal Accounting Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/ Sean P. Downes 

 

President, Chief Executive Officer and Director (Principal

 

February 24, 201623, 2018

Sean P. Downes

 

Executive Officer)

 

 

 

 

 

 

 

/s/ Jon W. Springer 

 

Executive Vice President, Chief OperatingRisk Officer and Director

 

February 24, 201623, 2018

Jon W. Springer

 

 

 

 

 

 

 

 

 

/s/ Frank C. Wilcox

 

Chief Financial Officer (Principal Accounting Officer)

 

February 24, 201623, 2018

Frank C. Wilcox 

 

 

/s/ Kimberly D. Cooper

Chief Information Officer, Chief Administrative Officer and

February 23, 2018

Kimberly D. Cooper

Director

 

 

 

 

 

 

 

/s/ Scott P. Callahan 

 

Director

 

February 24, 201623, 2018

Scott P. Callahan

 

 

 

 

 

 

 

 

 

/s/ Darryl L. Lewis 

 

Director

 

February 24, 201623, 2018

Darryl L. Lewis

 

 

 

 

 

 

 

 

 

/s/ Ralph J. Palmieri

 

Director

 

February 24, 201623, 2018

Ralph J. Palmieri

 

 

 

 

 

 

 

 

 

/s/ Richard D. Peterson 

 

Director

 

February 24, 201623, 2018

Richard D. Peterson

 

 

 

 

 

 

 

 

 

/s/ Michael A. Pietrangelo 

 

Director

 

February 24, 201623, 2018

Michael A. Pietrangelo

 

 

 

 

 

 

 

 

 

/s/ Ozzie A. Schindler 

 

Director

 

February 24, 201623, 2018

Ozzie A. Schindler

 

 

 

 

 

 

 

 

 

/s/ Joel M. Wilentz 

 

Director

 

February 24, 201623, 2018

Joel M. Wilentz

 

 

 

 

 

 

 

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SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Universal Insurance Holdings, Inc. had no long termlong-term obligations, guarantees or material contingencies as of December 31, 20152017 and 2014.2016. The following summarizes the major categories of the parent company’s financial statements (in thousands, except per share data):

CONDENSED BALANCE SHEETS

 

 

As of December 31,

 

 

As of December 31,

 

 

2015

 

 

2014

 

 

2017

 

 

2016

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,046

 

 

$

14,890

 

 

$

67,509

 

 

$

3,951

 

Investments in subsidiaries and undistributed earnings

 

 

291,793

 

 

 

216,656

 

 

 

359,847

 

 

 

362,759

 

Fixed maturities, at fair value

 

 

2,980

 

 

 

2,967

 

 

 

3,111

 

 

 

3,003

 

Equity maturities, at fair value

 

 

551

 

 

 

627

 

 

 

5,238

 

 

 

625

 

Income taxes recoverable

 

 

5,420

 

 

 

5,675

 

 

 

9,472

 

 

 

3,262

 

Deferred income taxes

 

 

13,912

 

 

 

11,850

 

 

 

9,286

 

 

 

10,674

 

Other assets

 

 

358

 

 

 

1,040

 

 

 

431

 

 

 

1,003

 

Total assets

 

$

317,060

 

 

$

253,705

 

 

$

454,894

 

 

$

385,277

 

LIABILITIES, CONTINGENTLY REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

 

 

$

169

 

 

$

4

 

 

$

50

 

Income taxes payable

 

 

 

 

 

1,799

 

Long-term debt

 

 

6,851

 

 

 

13,330

 

Dividends payable

 

 

40

 

 

 

 

Other accrued expenses

 

 

17,117

 

 

 

19,491

 

 

 

14,862

 

 

 

14,037

 

Total liabilities

 

 

23,968

 

 

 

34,789

 

 

 

14,906

 

 

 

14,087

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingently redeemable common stock

 

 

 

 

 

19,000

 

Issued shares - 0 and 1,000

 

 

 

 

 

 

 

 

Outstanding shares - 0 and 1,000

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative convertible preferred stock, $.01 par value

 

 

 

 

 

 

 

 

 

 

 

 

Authorized shares - 1,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued shares - 10 and 12

 

 

 

 

 

 

 

 

Outstanding shares - 10 and 12

 

 

 

 

 

 

 

 

Minimum liquidation preference - $9.99 and $8.49 per share

 

 

 

 

 

 

 

 

Issued shares - 10 and 10

 

 

 

 

 

 

 

 

Outstanding shares - 10 and 10

 

 

 

 

 

 

 

 

Minimum liquidation preference - $9.99 and $9.99 per share

 

 

 

 

 

 

 

 

Common stock, $.01 par value

 

 

455

 

 

 

448

 

 

 

458

 

 

 

453

 

Authorized shares - 55,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued shares - 45,525 and 43,769

 

 

 

 

 

 

 

 

Outstanding shares - 35,110 and 34,102

 

 

 

 

 

 

 

 

Treasury shares, at cost - 10,415 and 9,667

 

 

(80,802

)

 

 

(62,153

)

Issued shares - 45,778 and 45,324

 

 

 

 

 

 

 

 

Outstanding shares - 34,735 and 35,052

 

 

 

 

 

 

 

 

Treasury shares, at cost - 11,043 and 10,272

 

 

(105,123

)

 

 

(86,982

)

Additional paid-in capital

 

 

70,789

 

 

 

40,987

 

 

 

86,186

 

 

 

82,263

 

Accumulated other comprehensive income (loss), net of taxes

 

 

(4,006

)

 

 

(1,835

)

 

 

(6,281

)

 

 

(6,408

)

Retained earnings

 

 

306,656

 

 

 

222,469

 

 

 

464,748

 

 

 

381,864

 

Total stockholders' equity

 

 

293,092

 

 

 

199,916

 

 

 

439,988

 

 

 

371,190

 

Total liabilities, contingently redeemable common stock

and stockholders' equity

 

$

317,060

 

 

$

253,705

 

Total liabilities and stockholders' equity

 

$

454,894

 

 

$

385,277

 

 

 

See accompanying notes to condensed financial statements

 

 

 

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Table of Contents

 

CONDENSED STATEMENTS OF INCOME

 

 

For the Years Ended December 31,

 

 

For the Years Ended December 31,

 

 

2015

 

 

2014

 

 

2013

 

 

2017

 

 

2016

 

 

2015

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income (expense)

 

$

22

 

 

$

(23

)

 

$

207

 

 

$

259

 

 

$

(35

)

 

$

22

 

Net realized gains (losses) on investments

 

 

66

 

 

 

625

 

 

 

(2,947

)

 

 

255

 

 

 

667

 

 

 

66

 

Net change in unrealized gains (losses) on investments

 

 

 

 

 

 

 

 

1,625

 

Management fee

 

 

140

 

 

 

121

 

 

 

134

 

 

 

151

 

 

 

138

 

 

 

140

 

Total premiums earned and other revenues

 

 

228

 

 

 

723

 

 

 

(981

)

Other revenue

 

 

12

 

 

 

80

 

 

 

 

Total revenues

 

 

677

 

 

 

850

 

 

 

228

 

OPERATING COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

48,056

 

 

 

39,062

 

 

 

32,476

 

 

 

30,819

 

 

 

35,342

 

 

 

48,056

 

Total operating cost and expenses

 

 

48,056

 

 

 

39,062

 

 

 

32,476

 

 

 

30,819

 

 

 

35,342

 

 

 

48,056

 

LOSS BEFORE INCOME TAXES AND EQUITY IN NET

EARNINGS OF SUBSIDIARIES

 

 

(47,828

)

 

 

(38,339

)

 

 

(33,457

)

 

 

(30,142

)

 

 

(34,492

)

 

 

(47,828

)

Benefit from income taxes

 

 

(17,495

)

 

 

(16,403

)

 

 

(13,834

)

 

 

(18,296

)

 

 

(12,055

)

 

 

(17,495

)

LOSS BEFORE EQUITY IN NET EARNINGS OF

SUBSIDIARIES

 

 

(30,333

)

 

 

(21,936

)

 

 

(19,623

)

 

 

(11,846

)

 

 

(22,437

)

 

 

(30,333

)

Equity in net income of subsidiaries

 

 

136,817

 

 

 

94,924

 

 

 

78,600

 

 

 

118,781

 

 

 

121,847

 

 

 

136,817

 

CONSOLIDATED NET INCOME

 

$

106,484

 

 

$

72,988

 

 

$

58,977

 

 

$

106,935

 

 

$

99,410

 

 

$

106,484

 

 

 

See accompanying notes to condensed financial statements

 

 

 

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Table of Contents

 

CONDENSED STATEMENTS OF CASH FLOWS

 

 

For the Years Ended December 31,

 

 

For the Years Ended December 31,

 

 

2015

 

 

2014

 

 

2013

 

 

2017

 

 

2016

 

 

2015

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

106,484

 

 

$

72,988

 

 

$

58,977

 

 

$

106,935

 

 

$

99,410

 

 

$

106,484

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in net income of subsidiaries

 

 

(136,817

)

 

 

(94,924

)

 

 

(78,600

)

 

 

(118,781

)

 

 

(121,847

)

 

 

(136,817

)

Distribution of income from subsidiaries

 

 

58,224

 

 

 

55,805

 

 

 

26,898

 

 

 

122,156

 

 

 

46,914

 

 

 

58,224

 

Depreciation

 

 

4

 

 

 

2

 

 

 

 

 

 

3

 

 

 

2

 

 

 

4

 

Amortization of share-based compensation

 

 

17,386

 

 

 

12,342

 

 

 

6,417

 

 

 

10,515

 

 

 

10,288

 

 

 

17,386

 

Amortization of original issue discount on debt

 

 

521

 

 

 

840

 

 

 

601

 

 

 

10

 

 

 

149

 

 

 

521

 

Accretion of deferred credit

 

 

(521

)

 

 

(840

)

 

 

(601

)

 

 

 

 

 

(149

)

 

 

(521

)

Net realized (gains) losses on investments

 

 

(66

)

 

 

(625

)

 

 

2,947

 

 

 

(255

)

 

 

(667

)

 

 

(66

)

Net change in unrealized (gains) losses on investments

 

 

 

 

 

 

 

 

(1,625

)

Deferred income taxes

 

 

(693

)

 

 

1,118

 

 

 

7,363

 

 

 

1,309

 

 

 

4,724

 

 

 

(693

)

Excess tax benefits from share-based compensation

 

 

(5,310

)

 

 

(7,006

)

 

 

(359

)

 

 

(5,793

)

 

 

1,154

 

 

 

(5,310

)

Other

 

 

 

 

 

 

 

 

 

Issuance of common stock

 

 

634

 

 

 

 

 

 

 

Net changes in assets and liabilities relating to operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of equity securities, trading

 

 

 

 

 

 

 

 

(3,972

)

Proceeds from sale of equity securities, trading

 

 

 

 

 

 

 

 

16,712

 

Income taxes recoverable

 

 

255

 

 

 

2,477

 

 

 

(5,558

)

 

 

(417

)

 

 

1,004

 

 

 

255

 

Income taxes payable

 

 

3,510

 

 

 

6,239

 

 

 

2,226

 

 

 

 

 

 

 

 

 

3,510

 

Other operating assets and liabilities

 

 

(1,338

)

 

 

5,752

 

 

 

1,347

 

 

 

574

 

 

 

(596

)

 

 

(1,338

)

Other liabilities and accrued expenses

 

 

778

 

 

 

(2,896

)

 

 

 

Net cash provided by (used in) operating activities

 

 

41,639

 

 

 

54,168

 

 

 

32,773

 

 

 

117,668

 

 

 

37,490

 

 

 

41,639

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital contributions to subsidiaries

 

 

 

 

 

(5,585

)

 

 

(1,600

)

Purchases of equity securities, available for sale

 

 

(1,442

)

 

 

(15,836

)

 

 

(10,357

)

 

 

(4,990

)

 

 

(2,037

)

 

 

(1,442

)

Purchase of fixed maturities, available for sale

 

 

 

 

 

(3,000

)

 

 

(750

)

 

 

(3,000

)

 

 

(3,000

)

 

 

 

Proceeds from sales of equity securities, available for sale

 

 

1,481

 

 

 

26,060

 

 

 

 

 

 

3,255

 

 

 

2,456

 

 

 

1,481

 

Proceeds from sales of fixed maturities, available for sale

 

 

 

 

 

770

 

 

 

 

 

 

 

 

 

3,229

 

 

 

 

Net cash provided by (used in) investing activities

 

 

39

 

 

 

2,409

 

 

 

(12,707

)

 

 

(4,735

)

 

 

648

 

 

 

39

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from borrowings

 

 

 

 

 

 

 

 

20,000

 

Repayment of debt

 

 

(7,000

)

 

 

(6,000

)

 

 

 

 

 

 

 

 

 

 

 

(7,000

)

Preferred stock dividend

 

 

(10

)

 

 

(13

)

 

 

(29

)

 

 

(10

)

 

 

(10

)

 

 

(10

)

Common stock dividend

 

 

(22,287

)

 

 

(19,240

)

 

 

(17,725

)

 

 

(24,001

)

 

 

(24,192

)

 

 

(22,287

)

Issuance of common stock

 

 

511

 

 

 

73

 

 

 

 

Issuance of common stock for stock option exercises

 

 

 

 

 

119

 

 

 

511

 

Purchase of treasury stock

 

 

(18,649

)

 

 

(29,736

)

 

 

(32,365

)

 

 

(18,141

)

 

 

(8,510

)

 

 

(18,649

)

Sale of treasury stock

 

 

 

 

 

2,965

 

 

 

 

Purchase of preferred stock

 

 

(256

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(256

)

Proceeds received from issuance of contingently redeemable common stock

 

 

 

 

 

19,000

 

 

 

 

Payments related to tax withholding for share-based compensation

 

 

(12,141

)

 

 

(17,655

)

 

 

(3,161

)

 

 

(7,223

)

 

 

(5,451

)

 

 

(12,141

)

Excess tax benefits (shortfall) from share-based compensation

 

 

5,310

 

 

 

7,006

 

 

 

359

 

 

 

 

 

 

(1,154

)

 

 

5,310

 

Net cash provided by (used in) financing activities

 

 

(54,522

)

 

 

(46,565

)

 

 

(32,921

)

 

 

(49,375

)

 

 

(36,233

)

 

 

(54,522

)

Net increase (decrease) in cash and cash equivalents

 

 

(12,844

)

 

 

10,012

 

 

 

(12,855

)

 

 

63,558

 

 

 

1,905

 

 

 

(12,844

)

Cash and cash equivalents at beginning of period

 

 

14,890

 

 

 

4,878

 

 

 

17,733

 

 

 

3,951

 

 

 

2,046

 

 

 

14,890

 

Cash and cash equivalents at end of period

 

$

2,046

 

 

$

14,890

 

 

$

4,878

 

 

$

67,509

 

 

$

3,951

 

 

$

2,046

 

 

 

See accompanying notes to condensed financial statements

 

 

 

106110


Table of Contents

 

NOTE 1 – GENERAL

The financial statements of the Registrant should be read in conjunction with the consolidated financial statements in “Item 8.”

Nature of Operations and Basis of Presentation

Universal Insurance Holdings, Inc. (the “Company”) is a Delaware corporation incorporated in 1990. The Company is an insurance holding company whose wholly-owned subsidiaries perform all aspects of insurance underwriting, distribution and claims. Through its wholly-owned subsidiaries, including Universal Property & Casualty Insurance Company (“UPCIC”) and American Platinum Property and Casualty Insurance Company (“APPCIC”), the Company is principally engaged in the property and casualty insurance business offered primarily through a network of independent agents. Risk from catastrophic losses is managed through the use of reinsurance agreements.

The Company generates revenues from earnings on investments and management fees. The Company also receives distributions of earnings from its insurance and non-insurance subsidiaries.

Certain amounts in the prior periods’ condensed financial statements have been reclassified in order to conform to current period presentation. Such reclassifications had no effect on net income or stockholders’ equity.

Dividends received from Subsidiaries

During the year ended December 31, 2017, UPCIC paid dividends of $30.0 million to Universal Insurance Holdings, Inc. No dividends were paid from APPCIC to Universal Insurance Holdings, Inc. for the year ended December 31, 2017. There were no dividends paid by UPCIC and APPCIC to Universal Insurance Holdings, Inc. during the years ended December 31, 2016 and 2015.

Capitalization of Subsidiaries

During the year ended December 31, 2016, Universal Insurance Holdings, Inc. made a capital contribution of $2.0 million to APPCIC, in conjunction with APPCIC’s plan to begin writing commercial residential products in Florida. There were no capital contributions by Universal Insurance Holdings, Inc. to APPCIC during the years ended December 31, 2017 and 2015.

 

NOTE 2 – SUBSEQUENT EVENTS

 

The Company performed an evaluation of subsequent events through the date the financial statements were issued and determined there were no recognized or unrecognized subsequent events that would require an adjustment or additional disclosure in the consolidated financial statements as of December 31, 2015.2017.

 

On January 14, 2016,22, 2018, the Company declared a dividend of $0.14 per share on its outstanding common stock payable on March 2, 2016,12, 2018, to shareholders of record on February 18, 2016.28, 2018.

 

 

 

107

111


Table of Contents

 

SCHEDULE V – VALUATION ALLOWANCES AND QUALIFYING ACCOUNTS

The following table summarizes activity in the Company’s allowance for doubtful accounts for the periods presented (in thousands):

 

 

 

 

 

 

Additions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charges to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charges to

 

 

 

 

 

 

 

 

 

 

Beginning

 

 

Charges to

 

 

Other

 

 

 

 

 

 

Ending

 

 

Beginning

 

 

Charges to

 

 

Other

 

 

 

 

 

 

Ending

 

 

Balance

 

 

Earnings

 

 

Accounts

 

 

Deductions

 

 

Balance

 

 

Balance

 

 

Earnings

 

 

Accounts

 

 

Deductions

 

 

Balance

 

Description

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

527

 

 

 

505

 

 

 

 

 

 

352

 

 

$

680

 

Year Ended December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

344

 

 

 

397

 

 

 

 

 

 

214

 

 

$

527

 

Year Ended December 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

357

 

 

 

395

 

 

 

 

 

 

408

 

 

$

344

 

 

$

357

 

 

 

395

 

 

 

 

 

 

408

 

 

$

344

 

Year Ended December 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

446

 

 

 

431

 

 

 

 

 

 

520

 

 

$

357

 

Year Ended December 31, 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

530

 

 

 

428

 

 

 

 

 

 

512

 

 

$

446

 

 

 

 

 

108112


Table of Contents

 

SCHEDULE VI – SUPPLEMENTAL INFORMATION CONCERNING CONSOLIDATED PROPERTY

AND CASUALTY INSURANCE OPERATIONS

The following table provides certain information related to the Company’s property and casualty operations as of, and for the periods presented (in thousands):

 

 

 

As of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

For the Year Ended December 31,

 

 

 

Reserves

 

 

Incurred

 

 

Incurred

 

 

 

 

 

 

 

 

 

 

 

for Unpaid

 

 

Loss and

 

 

Loss and

 

 

 

 

 

 

Net

 

 

 

Losses and

 

 

LAE Current

 

 

LAE Prior

 

 

Paid Losses

 

 

Investment

 

 

 

LAE

 

 

Year

 

 

Years

 

 

and LAE

 

 

Income

 

2015

 

$

98,840

 

 

$

188,040

 

 

$

(301

)

 

$

189,442

 

 

$

5,155

 

2014

 

$

134,353

 

 

$

124,011

 

 

$

(736

)

 

$

126,910

 

 

$

2,375

 

2013

 

$

159,222

 

 

$

111,560

 

 

$

(2,945

)

 

$

129,803

 

 

$

1,928

 

 

 

As of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

For the Year Ended December 31,

 

 

 

Reserves

 

 

Incurred

 

 

Incurred

 

 

 

 

 

 

 

 

 

 

 

for Unpaid

 

 

Loss and

 

 

Loss and

 

 

 

 

 

 

Net

 

 

 

Losses and

 

 

LAE Current

 

 

LAE Prior

 

 

Paid Losses

 

 

Investment

 

 

 

LAE

 

 

Year

 

 

Years

 

 

and LAE

 

 

Income

 

2017

 

$

248,425

 

 

$

322,929

 

 

$

27,499

 

 

$

342,796

 

 

$

13,460

 

2016

 

$

58,494

 

 

$

305,919

 

 

$

(4,690

)

 

$

328,141

 

 

$

9,540

 

2015

 

$

98,840

 

 

$

188,040

 

 

$

(301

)

 

$

189,442

 

 

$

5,155

 

 

 

 

As of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

For the Year Ended December 31,

 

 

 

Deferred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Policy

 

 

 

 

 

 

Net

 

 

Net

 

 

 

 

 

 

 

Acquisition

 

 

Amortization

 

 

Premiums

 

 

Premiums

 

 

Unearned

 

 

 

Cost ("DPAC"), Net

 

 

of DPAC, Net

 

 

Written

 

 

Earned

 

 

Premiums

 

2015

 

$

60,019

 

 

$

(87,871

)

 

$

626,448

 

 

$

503,999

 

 

$

442,366

 

2014

 

$

25,660

 

 

$

(33,501

)

 

$

389,847

 

 

$

326,877

 

 

$

395,748

 

2013

 

$

15,899

 

 

$

(21,685

)

 

$

261,778

 

 

$

267,655

 

 

$

383,488

 

 

 

As of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

For the Year Ended December 31,

 

 

 

Deferred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Policy

 

 

 

 

 

 

Net

 

 

Net

 

 

 

 

 

 

 

Acquisition

 

 

Amortization

 

 

Premiums

 

 

Premiums

 

 

Unearned

 

 

 

Cost ("DPAC"), Net

 

 

of DPAC, Net

 

 

Written

 

 

Earned

 

 

Premiums

 

2017

 

$

73,059

 

 

$

(136,702

)

 

$

737,060

 

 

$

688,793

 

 

$

532,444

 

2016

 

$

64,912

 

 

$

(125,350

)

 

$

656,094

 

 

$

632,416

 

 

$

475,756

 

2015

 

$

60,019

 

 

$

(87,871

)

 

$

626,448

 

 

$

503,999

 

 

$

442,366

 

 

 

 

109113


Table of Contents

 

RReport of Indepeport of Independentendent Registered Public Accounting Firm

To The Board of Directors and Stockholders of

Universal Insurance Holdings, Inc. and Subsidiaries

Fort Lauderdale, Florida

 

We have audited the accompanying consolidated balance sheetsheets of Universal Insurance Holdings, Inc. and Subsidiaries (the "Company") as of December 31, 20152017 and 2014,2016, and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2015,2017, and the Company's internal control over financial reporting as of December 31, 2015,2017, based on criteria established in the 2013Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO); such consolidated financial statements and report are included elsewhere in this Form 10-K and are incorporated herein by reference.  Our audits also included the consolidated financial statement schedules of the Company listed in the accompanying index at Item 15.  These consolidated financial statement schedules are the responsibility of the Company’s management.  Our responsibility is to express an opinion based on our audits.  In our opinion, such consolidated financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.therein.

 

/s/ Plante & Moran, PLLC

Certified Public Accountants

Chicago, Illinois

February 24, 201623, 2018

 

110114