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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023March 31, 2024

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


Image2.jpg
UNIVERSAL INSURANCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________
Delaware65-0231984
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
1110 W. Commercial Blvd., Fort Lauderdale, Florida 33309
(Address of principal executive offices) (Zip Code)
(954) 958-1200
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par ValueUVENew York Stock Exchange
    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No   

    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes     No   

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”



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“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filer  Smaller reporting company
Emerging growth company
                
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)      Yes      No  

    Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 30,079,69428,759,091 shares of common stock, par value $0.01 per share, outstanding on JulyApril 25, 2023.2024.




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UNIVERSAL INSURANCE HOLDINGS, INC.
TABLE OF CONTENTS
Page No.
Condensed Consolidated Balance Sheets as of June 30, 2023March 31, 2024 and December 31, 20222023 (unaudited)
Item 5.Other Information

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of
Universal Insurance Holdings, Inc.
Fort Lauderdale, Florida

RESULTS OF REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

We have reviewed the accompanying condensed consolidated balance sheet of Universal Insurance Holdings, Inc. and its wholly-owned subsidiaries (the “Company”) as of June 30, 2023March 31, 2024 and the related condensed consolidated statements of income, comprehensive income, and stockholders’ equity, for the three-month and six-month periods ended June 30, 2023 and 2022 and the related condensed consolidated statement of cash flows for the six-monththree-month periods ended June 30, 2023March 31, 2024 and 2022.2023. Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of Universal Insurance Holdings, Inc. as of December 31, 20222023 and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for the year then ended (not presented herein) and we expressed an unqualified audit opinion on those consolidated financial statements in our report dated February 28, 2023.2024. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2022,2023, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

BASIS FOR REVIEW RESULTS

These interim financial statements are the responsibility of the Company’s management. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statementsinformation consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

/s/ Plante & Moran, PLLC
East Lansing, Michigan
July 31, 2023April 30, 2024

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PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(in thousands, except per share data)

 As of
June 30,December 31,
20232022
ASSETS
Available-for-sale debt securities, at fair value, net of allowance for credit loss of $758 and $920 (amortized cost: $1,179,059 and $1,152,852)$1,051,508 $1,014,626 
Equity securities, at fair value (cost: $89,846 and $102,431)75,571 85,469 
Investment real estate, net5,618 5,711 
Total invested assets1,132,697 1,105,806 
Cash and cash equivalents291,681 388,706 
Restricted cash and cash equivalents68,636 2,635 
Prepaid reinsurance premiums525,489 282,427 
Reinsurance recoverable590,409 808,850 
Premiums receivable, net79,503 69,574 
Property and equipment, net49,538 51,404 
Deferred policy acquisition costs107,047 103,654 
Income taxes recoverable5,572 1,528 
Deferred income tax asset, net37,543 57,258 
Other assets29,895 18,312 
Total assets$2,918,010 $2,890,154 
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Unpaid losses and loss adjustment expenses$663,019 $1,038,790 
Unearned premiums982,390 943,854 
Advance premium91,011 54,964 
Book overdraft53,839 — 
Reinsurance payable, net607,552 384,504 
Commission payable24,415 18,541 
Other liabilities and accrued expenses58,725 58,836 
Long-term debt, net102,387 102,769 
Total liabilities2,583,338 2,602,258 
Commitments and Contingencies (Note 12)
STOCKHOLDERS’ EQUITY:
Cumulative convertible preferred stock, $0.01 par value— — 
Authorized shares - 1,000
Issued shares - 10 and 10
Outstanding shares - 10 and 10
Minimum liquidation preference, $9.99 and $9.99 per share
Common stock, $0.01 par value473 472 
Authorized shares - 55,000
Issued shares - 47,266 and 47,179
Outstanding shares - 30,080 and 30,389
Treasury shares, at cost - 17,186 and 16,790(244,846)(238,758)
Additional paid-in capital114,685 112,509 
Accumulated other comprehensive income (loss), net of taxes(95,857)(103,782)
Retained earnings560,217 517,455 
Total stockholders’ equity334,672 287,896 
Total liabilities and stockholders’ equity$2,918,010 $2,890,154 

 As of
March 31,December 31,
20242023
ASSETS
Available-for-sale debt securities, at fair value, net of allowance for credit loss of $600 and $566 (amortized cost: $1,209,054 and $1,162,919)$1,107,058 $1,064,330 
Equity securities, at fair value (cost: $89,110 and $91,052)81,659 80,495 
Other investments, at fair value (cost: $4,794 and $4,794)10,434 10,434 
Investment real estate, net5,479 5,525 
Total invested assets1,204,630 1,160,784 
Cash and cash equivalents396,323 397,306 
Restricted cash and cash equivalents2,635 2,635 
Prepaid reinsurance premiums88,499 236,254 
Reinsurance recoverable124,646 219,102 
Premiums receivable, net73,974 77,064 
Property and equipment, net49,416 47,628 
Deferred policy acquisition costs106,632 109,985 
Deferred income tax asset, net49,277 43,175 
Other assets24,112 22,628 
Total assets$2,120,144 $2,316,561 
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Unpaid losses and loss adjustment expenses$429,629 $510,117 
Unearned premiums954,666 990,559 
Advance premium74,370 48,660 
Book overdraft— 14,597 
Reinsurance payable, net97,871 191,850 
Commission payable22,661 20,989 
Income taxes payable24,984 5,886 
Other liabilities and accrued expenses49,484 90,600 
Long-term debt, net101,815 102,006 
Total liabilities1,755,480 1,975,264 
Commitments and Contingencies (Note 12)
STOCKHOLDERS’ EQUITY:
Cumulative convertible preferred stock, $0.01 par value— — 
Authorized shares - 1,000
Issued shares - 10 and 10
Outstanding shares - 10 and 10
Minimum liquidation preference, $9.99 and $9.99 per share
Common stock, $0.01 par value472 472 
Authorized shares - 55,000
Issued shares - 47,269 and 47,269
Outstanding shares - 28,758 and 28,966
Treasury shares, at cost - 18,511 and 18,303(264,918)(260,779)
Additional paid-in capital116,239 115,086 
Accumulated other comprehensive income (loss), net of taxes(76,714)(74,172)
Retained earnings589,585 560,690 
Total stockholders’ equity364,664 341,297 
Total liabilities and stockholders’ equity$2,120,144 $2,316,561 
The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
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UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(in thousands, except per share data)

Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
2024
2024
2024
REVENUES
REVENUES
REVENUESREVENUES
Direct premiums writtenDirect premiums written$547,126��$532,527 $957,228 $929,008 
Direct premiums written
Direct premiums written
Change in unearned premium
Change in unearned premium
Change in unearned premiumChange in unearned premium(83,802)(103,722)(38,536)(85,600)
Direct premium earnedDirect premium earned463,324 428,805 918,692 843,408 
Direct premium earned
Direct premium earned
Ceded premium earned
Ceded premium earned
Ceded premium earnedCeded premium earned(160,050)(151,744)(333,194)(297,283)
Premiums earned, netPremiums earned, net303,274 277,061 585,498 546,125 
Premiums earned, net
Premiums earned, net
Net investment income
Net investment income
Net investment incomeNet investment income11,282 5,221 21,980 9,263 
Net realized gains (losses) on investmentsNet realized gains (losses) on investments882 (725)94 (667)
Net change in unrealized gains (losses) of equity securities1,731 (8,884)2,688 (12,280)
Net realized gains (losses) on investments
Net realized gains (losses) on investments
Net change in unrealized gains (losses) on investments
Net change in unrealized gains (losses) on investments
Net change in unrealized gains (losses) on investments
Commission revenue
Commission revenue
Commission revenueCommission revenue14,986 11,404 32,268 22,565 
Policy feesPolicy fees5,384 5,940 9,551 10,719 
Policy fees
Policy fees
Other revenue
Other revenue
Other revenueOther revenue2,031 1,989 3,999 3,763 
Total revenuesTotal revenues339,570 292,006 656,078 579,488 
Total revenues
Total revenues
OPERATING COSTS AND EXPENSES
OPERATING COSTS AND EXPENSES
OPERATING COSTS AND EXPENSESOPERATING COSTS AND EXPENSES
Losses and loss adjustment expensesLosses and loss adjustment expenses223,727 200,304 429,881 385,410 
Losses and loss adjustment expenses
Losses and loss adjustment expenses
General and administrative expensesGeneral and administrative expenses76,675 79,291 152,602 157,588 
General and administrative expenses
General and administrative expenses
Total operating costs and expenses
Total operating costs and expenses
Total operating costs and expensesTotal operating costs and expenses300,402 279,595 582,483 542,998 
Interest and amortization of debt issuance costsInterest and amortization of debt issuance costs1,629 1,731 3,265 3,339 
Interest and amortization of debt issuance costs
Interest and amortization of debt issuance costs
INCOME (LOSS) BEFORE INCOME TAXES
INCOME (LOSS) BEFORE INCOME TAXES
INCOME (LOSS) BEFORE INCOME TAXESINCOME (LOSS) BEFORE INCOME TAXES37,539 10,680 70,330 33,151 
Income tax expense (benefit)Income tax expense (benefit)8,973 3,310 17,591 8,244 
Income tax expense (benefit)
Income tax expense (benefit)
NET INCOME (LOSS)
NET INCOME (LOSS)
NET INCOME (LOSS)NET INCOME (LOSS)$28,566 $7,370 $52,739 $24,907 
Basic earnings (loss) per common shareBasic earnings (loss) per common share$0.94 $0.24 $1.74 $0.80 
Basic earnings (loss) per common share
Basic earnings (loss) per common share
Weighted average common shares outstanding - Basic
Weighted average common shares outstanding - Basic
Weighted average common shares outstanding - BasicWeighted average common shares outstanding - Basic30,265 30,829 30,323 30,987 
Diluted earnings (loss) per common shareDiluted earnings (loss) per common share$0.93 $0.24 $1.72 $0.80 
Diluted earnings (loss) per common share
Diluted earnings (loss) per common share
Weighted average common shares outstanding - Diluted
Weighted average common shares outstanding - Diluted
Weighted average common shares outstanding - DilutedWeighted average common shares outstanding - Diluted30,659 30,883 30,633 31,060 
Cash dividend declared per common shareCash dividend declared per common share$0.16 $0.16 $0.32 $0.32 
Cash dividend declared per common share
Cash dividend declared per common share


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
2024
2024
2024
Net income (loss)
Net income (loss)
Net income (loss)Net income (loss)$28,566 $7,370 $52,739 $24,907 
Other comprehensive income (loss), net of taxesOther comprehensive income (loss), net of taxes(5,866)(29,656)7,925 (72,566)
Other comprehensive income (loss), net of taxes
Other comprehensive income (loss), net of taxes
Comprehensive income (loss)Comprehensive income (loss)$22,700 $(22,286)$60,664 $(47,659)
Comprehensive income (loss)
Comprehensive income (loss)
The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
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UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,MARCH 31, 2024 AND 2023 AND 2022 (unaudited)
(in thousands, except per share data)

Treasury SharesCommon
Shares
Issued
Preferred
Shares
Issued
Common
Stock
Amount
Preferred
Stock
Amount
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Shares,
at Cost
Total
Stockholders’
Equity
Balance, December 31, 2022(16,790)47,179 10 $472 $— $112,509 $517,455 $(103,782)$(238,758)$287,896 
Vesting of performance share units(6)(1)16 — — — — — — (64)(64)
Vesting of restricted stock units(16)(1)48 — — — — — — (160)(160)
Stock option exercises(54)(1)63 — — — 928 — — (90)838 
Retirement of treasury shares76 (1)(76)— — — (1,242)— — 314 (928)
Share-based compensation— — — — — 1,230 — — — 1,230 
Net income (loss)— — — — — — 24,173 — — 24,173 
Other comprehensive income (loss), net of taxes— — — — — — — 13,791 — 13,791 
Declaration of dividends
($0.16 per common share and
$0.25 per preferred share)
— — — — — — (4,970)— — (4,970)
Balance, March 31, 2023(16,790)47,230 10 472 — 113,425 536,658 (89,991)(238,758)321,806 
Grants of restricted stock awards— 36 — — (1)— — — — 
Purchases of treasury stock(396)— — — — — — — (6,088)(6,088)
Share-based compensation— — — — — 1,261 — — — 1,261 
Net income (loss)— — — — — — 28,566 — — 28,566 
Other comprehensive income (loss), net of taxes— — — — — — — (5,866)— (5,866)
Declaration of dividends
($0.16 per common share and
$0.25 per preferred share)
— — — — — — (5,007)— — (5,007)
Balance, June 30, 2023(17,186)47,266 10 $473 $— $114,685 $560,217 $(95,857)$(244,846)$334,672 
Treasury SharesCommon
Shares
Issued
Preferred
Shares
Issued
Common
Stock
Amount
Preferred
Stock
Amount
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Shares,
at Cost
Total
Stockholders’
Equity
Balance, December 31, 2023(18,303)47,269 10 $472 $— $115,086 $560,690 $(74,172)$(260,779)$341,297 
Purchases of treasury stock(208)— — — — — — (4,139)(4,139)
Share-based compensation— — — — — 2,033 — — — 2,033 
Other (1)— — — — — (880)— — — (880)
Net income (loss)— — — — — — 33,657 — — 33,657 
Other comprehensive gain (loss), net of taxes— — — — — — — (2,542)— (2,542)
Declaration of dividends
($0.16 per common share and
$0.25 per preferred share)
— — — — — — (4,762)— — (4,762)
Balance, March 31, 2024(18,511)47,269 10 $472 $— $116,239 $589,585 $(76,714)$(264,918)$364,664 
(1) All shares acquired represent shares tenderedThe Other line within Paid-in Capital includes $511 thousand related to cover the strike price for options and tax withholdings on the intrinsic valuecash settlement of options exercised,certain restricted stock vested, performance share units vested, or restricted stock units vested. These shares have been cancelled by the Company.units.

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
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UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)
(in thousands, except per share data)

Treasury SharesCommon
Shares
Issued
Preferred
Shares
Issued
Common
Stock
Amount
Preferred
Stock
Amount
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Shares,
 at Cost
Total
Stockholders’
Equity
Balance, December 31, 2021(15,797)47,018 10 $470 $— $108,202 $563,713 $(15,568)$(227,115)$429,702 
Treasury SharesTreasury SharesCommon
Shares
Issued
Preferred
Shares
Issued
Common
Stock
Amount
Preferred
Stock
Amount
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Shares,
 at Cost
Total
Stockholders’
Equity
Balance, December 31, 2022
Vesting of performance share unitsVesting of performance share units(9)(1)33 — — (1)— — (104)(104)
Vesting of performance share units
Vesting of performance share units
Vesting of restricted stock unitsVesting of restricted stock units(6)(1)27 — — — — — — (105)(105)
Stock option exercises
Retirement of treasury sharesRetirement of treasury shares15 (1)(15)— — — (209)— — 209 — 
Purchases of treasury stockPurchases of treasury stock(320)— — — — — — — (3,879)(3,879)
Share-based compensationShare-based compensation— — — — — 1,107 — — — 1,107 
Net income (loss)Net income (loss)— — — — — — 17,537 — — 17,537 
Other comprehensive income (loss), net of taxes— — — — — — — (42,910)— (42,910)
Other comprehensive gain (loss), net of taxes
Declaration of dividends
($0.16 per common share and
$0.25 per preferred share)
Declaration of dividends
($0.16 per common share and
$0.25 per preferred share)
— — — — — — (5,007)— — (5,007)
Balance, March 31, 2022(16,117)47,063 10 471 — 109,099 576,243 (58,478)(230,994)396,341 
Grants of restricted stock awards53 — — — — — — — — 
Purchases of treasury stock(283)— — — — — — — (3,502)(3,502)
Share-based compensation— — — — — 990 — — — 990 
Net income (loss)— — — — — — 7,370 — — 7,370 
Other comprehensive income (loss), net of taxes— — — — — — — (29,656)— (29,656)
Declaration of dividends
($0.16 per common share and
$0.25 per preferred share)
Declaration of dividends
($0.16 per common share and
$0.25 per preferred share)
Declaration of dividends
($0.16 per common share and
$0.25 per preferred share)
— — — — — — (4,992)— — (4,992)
Balance, June 30, 2022(16,400)47,116 10 $471 $— $110,089 $578,621 $(88,134)$(234,496)$366,551 
Balance, March 31, 2023
Balance, March 31, 2023
Balance, March 31, 2023
(1)All shares acquired represent shares tendered to cover the strike price for options and tax withholdings on the intrinsic value of options exercised, restricted stock vested, performance share units vested, or restricted stock units vested. These shares have been cancelled by the Company.

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
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UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(in thousands)
Six Months Ended
June 30,
20232022
Cash flows from operating activities:
Net cash provided by (used in) operating activities$1,400 $225,424 
Cash flows from investing activities:
Proceeds from sale of property and equipment24 
Purchases of property and equipment(1,862)(3,793)
Purchases of equity securities(24,820)(55,273)
Purchases of available-for-sale debt securities(72,698)(134,899)
Proceeds from sales of equity securities37,233 17,692 
Proceeds from sales of available-for-sale debt securities3,695 19,534 
Maturities of available-for-sale debt securities43,032 33,683 
Net cash provided by (used in) investing activities(15,396)(123,055)
Cash flows from financing activities:
Debt issuance costs paid— (131)
Preferred stock dividend(5)(5)
Common stock dividend(9,885)(9,974)
Purchase of treasury stock(6,088)(7,381)
Payments related to tax withholding for share-based compensation(314)(209)
Repayment of debt(736)(735)
Net cash provided by (used in) financing activities(17,028)(18,435)
Cash and cash equivalents and restricted cash and cash equivalents:
Net increase (decrease) during the period(31,024)83,934 
Balance, beginning of period391,341 253,143 
Balance, end of period$360,317 $337,077 

Three Months Ended
March 31,
20242023
Cash flows from operating activities:
Net cash provided by (used in) operating activities$82,916 $(50,257)
Cash flows from investing activities:
Proceeds from sale of property and equipment50 
Purchases of property and equipment(3,298)(690)
Purchases of equity securities(977)(9,356)
Purchases of available-for-sale debt securities(109,615)(26,236)
Proceeds from sales of equity securities2,910 2,789 
Proceeds from sales of available-for-sale debt securities3,700 3,301 
Maturities of available-for-sale debt securities32,849 27,554 
Net cash provided by (used in) investing activities(74,381)(2,629)
Cash flows from financing activities:
Preferred stock dividend(3)(3)
Common stock dividend(4,639)(4,980)
Purchase of treasury stock inclusive of excise taxes paid(4,508)— 
Payments related to tax withholding for share-based compensation— (314)
Repayment of debt(368)(368)
Net cash provided by (used in) financing activities(9,518)(5,665)
Cash and cash equivalents and restricted cash and cash equivalents:
Net increase (decrease) during the period(983)(58,551)
Balance, beginning of period399,941 391,341 
Balance, end of period$398,958 $332,790 
The following table summarizes our cash and cash equivalents and restricted cash and cash equivalents within the Condensed Consolidated Balance Sheets (in thousands):
As of March 31,December 31,
June 30,December 31,
20232022
202420242023
Cash and cash equivalentsCash and cash equivalents$291,681 $388,706 
Restricted cash and cash equivalents (1)Restricted cash and cash equivalents (1)68,636 2,635 
Total cash and cash equivalents and restricted cash and cash equivalentsTotal cash and cash equivalents and restricted cash and cash equivalents$360,317 $391,341 
(1)See “—Note 5 (Insurance Operations)” for a discussion of the nature of the restrictions for restricted cash and cash equivalents and "—Note 14
(Variable Interest Entities)” for a discussion of restricted cash held in a trust account.

equivalents.

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
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UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1. Nature of Operations and Basis of Presentation
Nature of Operations
Universal Insurance Holdings, Inc. (“UVE”,UVE,” and together with its wholly-owned subsidiaries, “the Company”) is a Delaware corporation incorporated in 1990. 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”,APPCIC,” and together with UPCIC, the “Insurance Entities”), the Company is principally engaged in the property and casualty insurance business offered primarily through its 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 offered in 1918 states as of June 30, 2023,March 31, 2024, including Florida, which comprises the majority of the Company’s policies in force. See “—Note 5 (Insurance Operations)” for more information regarding the Company’s insurance operations.
The Company generates revenues primarily from the collection of premiums and investment returns on funds invested on cash flows in excess of those retained and used for claims-paying obligations and insurance operations. Other significant sources of revenue include brokerage commissions collected from reinsurers on certain reinsurance programs placed on behalf of the Insurance Entities, policy fees collected from policyholders by the Company’s wholly-owned managing general agent (“MGA”) subsidiary and payment plan fees charged to policyholders who choose to pay their premiums in installments. The Company’s wholly-owned adjusting company receives claims-handling fees from the Insurance Entities. The Insurance Entities are reimbursed for thesereceive reimbursement whenever claims-handling fees on claims that are subject to recovery under the Insurance Entities’ respective reinsurance programs. These fees, after expenses, are recorded in the Condensed Consolidated Financial Statements as an adjustment to losses and loss adjustment expense (“LAE”).
The consolidated financial statements have been prepared in conformity with: (i) United States (“U.S.”) generally accepted accounting principles (“GAAP”); and (ii) the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of UVE and its wholly-owned subsidiaries, as well as variable interest entities (“VIE”) in which the Company is determined to be the primary beneficiary as applicable. All material intercompany balances and transactions have been eliminated in consolidation.
To conform to the 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.
Basis of Presentation and Consolidation
The Company has prepared the accompanying unaudited Condensed Consolidated Financial Statements (“Financial Statements”) in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, the Financial Statements do not include all of the information and footnotes required by United States Generally Accepted Accounting Principles (“GAAP”) for annual financial statements. Therefore, the Financial Statements should be read in conjunction with the audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022,2023, filed with the SEC on February 28, 2023.2024. The Condensed Consolidated Balance Sheet at December 31, 20222023 was derived from audited financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included in the Financial Statements. The results for interim periods do not necessarily indicate the results that may be expected for any interim period or for the full year.
To conform to the current period presentation, certain amounts in the prior periods’ condensed 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.
The Financial Statements include the accounts of UVE and its wholly-owned subsidiaries, as well as variable interest entities (“VIE”) in which the Company is determined to be the primary beneficiary. All material intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company’s primary use of estimates is in the recognition of liabilities for unpaid losses, loss adjustment expenses, subrogation recoveries, and reinsurance recoveries. Actual results could differ from those estimates.

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Note 2. Significant Accounting Policies
The Company reported Significant Accounting Policies in its Annual Report on Form 10-K for the year ended December 31, 2022. There2023. In June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-03, Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are no new or revisedmeasured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company has adopted all required disclosures. Refer to “Item 1—Note 3 (Investments)” for updated disclosures required on a quarterly basis.

associated with the adoption of the ASU.
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Note 3. Investments
Available-for-Sale Securities
The following table provides the amortized cost and fair value of available-for-sale debt securities as of the dates presented (in thousands):
June 30, 2023
Amortized
Cost
Allowance for Expected Credit LossesGross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
March 31, 2024March 31, 2024
Amortized
Cost
Amortized
Cost
Allowance for Expected Credit LossesGross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
Debt Securities:Debt Securities:
U.S. government obligations and agencies
U.S. government obligations and agencies
U.S. government obligations and agencies U.S. government obligations and agencies$26,815 $— $$(1,000)$25,817 
Corporate bonds Corporate bonds791,001 (609)121 (84,529)705,984 
Mortgage-backed and asset-backed securities Mortgage-backed and asset-backed securities333,246 — 258 (37,642)295,862 
Municipal bonds Municipal bonds17,137 (5)(2,246)14,887 
Redeemable preferred stock Redeemable preferred stock10,860 (144)— (1,758)8,958 
TotalTotal$1,179,059 $(758)$382 $(127,175)$1,051,508 

December 31, 2022
Amortized
Cost
Allowance for Expected Credit LossesGross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
Debt Securities:
  U.S. government obligations and agencies$12,602 $— $— $(938)$11,664 
  Corporate bonds788,737 (729)130 (93,077)695,061 
  Mortgage-backed and asset-backed securities327,166 — 148 (39,707)287,607 
  Municipal bonds14,924 (2)— (2,551)12,371 
  Redeemable preferred stock9,423 (189)— (1,311)7,923 
Total$1,152,852 $(920)$278 $(137,584)$1,014,626 

December 31, 2023
Amortized
Cost
Allowance for Expected Credit LossesGross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
Debt Securities:
  U.S. government obligations and agencies$23,886 $— $49 $(677)$23,258 
  Corporate bonds779,177 (469)1,097 (64,091)715,714 
  Mortgage-backed and asset-backed securities334,460 — 969 (32,283)303,146 
  Municipal bonds15,916 (4)— (1,873)14,039 
  Redeemable preferred stock9,480 (93)— (1,214)8,173 
Total$1,162,919 $(566)$2,115 $(100,138)$1,064,330 
The following table provides the credit quality of available-for-sale debt securities with contractual maturities as of the dates presented (dollars in thousands):
June 30, 2023December 31, 2022
Average Credit RatingsFair Value% of Total
 Fair Value
Fair Value% of Total
 Fair Value
AAA$327,640 31.2 %$297,475 29.3 %
AA159,546 15.2 %154,975 15.3 %
A337,819 32.1 %327,427 32.3 %
BBB225,573 21.4 %232,316 22.9 %
No Rating Available930 0.1 %2,433 0.2 %
   Total$1,051,508 100.0 %$1,014,626 100.0 %

March 31, 2024December 31, 2023
Average Credit RatingsFair Value% of Total
 Fair Value
Fair Value% of Total
 Fair Value
AAA$349,025 31.5 %$333,516 31.3 %
AA130,036 11.7 %128,249 12.0 %
A373,361 33.8 %356,090 33.5 %
BBB253,416 22.9 %245,823 23.1 %
No Rating Available1,220 0.1 %652 0.1 %
   Total$1,107,058 100.0 %$1,064,330 100.0 %
The table above includes credit quality ratings by Standard and Poor’s Rating Services, Inc. (“S&P”), Moody’s Investors Service, Inc. and Fitch Ratings, Inc. The Company has presented the highest rating of the three rating agencies for each investment position.
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The following table summarizes the amortized cost and fair value of mortgage-backed and asset-backed securities as of the dates presented (in thousands):
June 30, 2023December 31, 2022
Amortized
Cost
Fair ValueAmortized
Cost
Fair Value
March 31, 2024March 31, 2024December 31, 2023
Amortized
Cost
Amortized
Cost
Fair ValueAmortized
Cost
Fair Value
Mortgage-backed securities:Mortgage-backed securities:
Agency
Agency
AgencyAgency$159,686 $137,590 $157,672 $133,928 
Non-agencyNon-agency63,535 53,284 60,328 50,478 
Asset-backed securities:Asset-backed securities:
Auto loan receivablesAuto loan receivables55,212 53,166 62,128 59,370 
Auto loan receivables
Auto loan receivables
Credit card receivablesCredit card receivables1,657 1,607 657 612 
Other receivablesOther receivables53,156 50,215 46,381 43,219 
TotalTotal$333,246 $295,862 $327,166 $287,607 
The following tables summarize available-for-sale debt securities, aggregated by major security type and length of time that individual securities have been in a continuous unrealized loss position, for which no allowance for expected credit losses has been recorded as of the dates presented (in thousands):
June 30, 2023
Less Than 12 Months12 Months or Longer
Number of
Issues
Fair ValueUnrealized
Losses
Number of
Issues
Fair ValueUnrealized
Losses
March 31, 2024
March 31, 2024
March 31, 2024
Less Than 12 MonthsLess Than 12 Months12 Months or Longer
Fair ValueFair ValueUnrealized
Losses
Fair ValueUnrealized
Losses
Debt Securities:Debt Securities:
U.S. government obligations and agencies
U.S. government obligations and agencies
U.S. government obligations and agenciesU.S. government obligations and agencies$9,744 $(231)$11,831 $(769)
Corporate bondsCorporate bonds35 20,399 (457)256 317,257 (41,497)
Mortgage-backed and asset-backed securitiesMortgage-backed and asset-backed securities38 47,334 (1,211)177 222,783 (36,431)
Municipal bondsMunicipal bonds1,113 (10)6,832 (1,247)
Redeemable preferred stockRedeemable preferred stock765 (93)212 (62)
TotalTotal81 $79,355 $(2,002)444 $558,915 $(80,006)

December 31, 2022
Less Than 12 Months12 Months or Longer
Number of
Issues
Fair ValueUnrealized
Losses
Number of
Issues
Fair ValueUnrealized
Losses
Debt Securities:
U.S. government obligations and agencies$2,721 $(110)$8,943 $(828)
Corporate bonds40 26,563 (2,910)247 325,992 (46,451)
Mortgage-backed and asset-backed securities64 52,751 (2,974)146 219,189 (36,733)
Municipal bonds— — — 6,621 (1,458)
Redeemable preferred stock95 (51)— — — 
Total107 $82,130 $(6,045)401 $560,745 $(85,470)

December 31, 2023
Less Than 12 Months12 Months or Longer
Fair ValueUnrealized
Losses
Fair ValueUnrealized
Losses
Debt Securities:
U.S. government obligations and agencies$9,045 $(108)$6,811 $(569)
Corporate bonds1,387 (9)365,893 (37,088)
Mortgage-backed and asset-backed securities18,150 (316)216,220 (31,967)
Municipal bonds293 (1)7,010 (1,069)
Redeemable preferred stock529 (30)1,052 (158)
Total$29,404 $(464)$596,986 $(70,851)
Unrealized losses on available-for-sale debt securities in the above table as of June 30, 2023March 31, 2024 have not been recognized into income as credit losses because the issuers are of high credit quality (investment grade securities), management does not intend to sell nor does it believe it is more likely than not it will be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions. There were no material factors impacting any one category or specific security requiring an accrual for credit loss. The issuers continue to make principal and interest payments on the bonds. The fair value is expected to recover as the bonds approach maturity.

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The following table presents a reconciliation of the beginning and ending balances for expected credit losses on available-for-sale debt securities (in thousands):
Corporate BondsMunicipal BondsRedeemable
 Preferred Stock
Total
Balance, December 31, 2021$371 $$117 $489 
Corporate Bonds
Corporate Bonds
Corporate BondsMunicipal BondsRedeemable
 Preferred Stock
Total
Balance, December 31, 2022
Provision for (or reversal of) credit loss expenseProvision for (or reversal of) credit loss expense358 72 431 
Balance, December 31, 2022729 189 920 
Provision for (or reversal of) credit loss expenseProvision for (or reversal of) credit loss expense(120)(45)(162)
Balance, June 30, 2023$609 $$144 $758 
Provision for (or reversal of) credit loss expense
Balance, December 31, 2023
Provision for (or reversal of) credit loss expense
Balance, March 31, 2024

ForRefer to “Part II—Item 8—Note 2 (Summary of Significant Accounting Policies)” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for details of accounting policies and reporting in the consolidated financial statements associated with available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or is more likely than not, that it will be required to sell the security before recovery of its amortized cost basis.If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income.For available-for-sale debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors.In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by rating agencies, market sentiment and trends and adverse conditions specifically related to the security, among other quantitative and qualitative factors utilized for establishing an estimateallowance for credit losses.If the assessment indicates that a credit loss exists, the present values of cash flows expected to be collected from the security are compared to the amortized cost basis of the security.If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that fair value is less than the amortized cost basis.Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

Changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense and are reported in general and administrative expenses in the Condensed Consolidated Statements of Income. Losses are charged against the allowance when management believes an available-for-sale debt security is confirmed as uncollected or when either of the criteria regarding intent or requirement to sell is met.
The following table presents the amortized cost and fair value of investments with maturities as of the date presented (in thousands):
June 30, 2023
Amortized CostFair Value
Due in one year or less$101,298 $99,287 
Due after one year through five years599,340 547,492 
Due after five years through ten years296,330 249,578 
Due after ten years178,289 152,021 
Perpetual maturity securities3,802 3,130 
Total$1,179,059 $1,051,508 

March 31, 2024
Amortized CostFair Value
Due in one year or less$88,396 $87,092 
Due after one year through five years654,617 616,104 
Due after five years through ten years431,416 373,897 
Due after ten years31,123 26,718 
Perpetual maturity securities3,502 3,247 
Total$1,209,054 $1,107,058 
All securities, except those with perpetual maturities, were categorized in the table above utilizing years to effective maturity. Effective maturity takes into consideration all forms of potential prepayment, such as call features or prepayment schedules, whichthat shorten the lifespan of contractual maturity dates.
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The following table provides certain information related to available-for-sale debt securities, equity securities and investment in real estate during the periods presented (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
2024
2024
2024
Proceeds from sales and maturities (fair value):
Proceeds from sales and maturities (fair value):
Proceeds from sales and maturities (fair value):Proceeds from sales and maturities (fair value):
Available-for-sale debt securities Available-for-sale debt securities$15,872 $27,911 $46,727 $53,217 
Available-for-sale debt securities
Available-for-sale debt securities
Equity securities
Equity securities
Equity securities Equity securities$34,444 $2,760 $37,233 $17,692 
Gross realized gains on sale of securities:Gross realized gains on sale of securities:
Gross realized gains on sale of securities:
Gross realized gains on sale of securities:
Available-for-sale debt securities
Available-for-sale debt securities
Available-for-sale debt securities Available-for-sale debt securities$— $236 $$242 
Equity securities Equity securities$1,498 $224 $1,552 $548 
Equity securities
Equity securities
Gross realized losses on sale of securities:
Gross realized losses on sale of securities:
Gross realized losses on sale of securities:Gross realized losses on sale of securities:
Available-for-sale debt securities Available-for-sale debt securities$(21)$(1,185)$(727)$(1,455)
Available-for-sale debt securities
Available-for-sale debt securities
Equity securities
Equity securities
Equity securities Equity securities$(595)$— $(736)$(2)
The following table presents the components of net investment income, comprised primarily of interest and dividends, for the periods presented (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
2024
2024
2024
Available-for-sale debt securitiesAvailable-for-sale debt securities$5,927 $4,877 $11,797 $8,944 
Available-for-sale debt securities
Available-for-sale debt securities
Equity securities
Equity securities
Equity securitiesEquity securities868 690 1,921 1,225 
Cash and cash equivalents (1)Cash and cash equivalents (1)4,949 233 9,152 255 
Cash and cash equivalents (1)
Cash and cash equivalents (1)
Other (2)
Other (2)
Other (2)Other (2)127 121 268 249 
Total investment income Total investment income11,871 5,921 23,138 10,673 
Total investment income
Total investment income
Less: Investment expenses (3)
Less: Investment expenses (3)
Less: Investment expenses (3)Less: Investment expenses (3)(589)(700)(1,158)(1,410)
Net investment income Net investment income$11,282 $5,221 $21,980 $9,263 
Net investment income
Net investment income
(1)Includes interest earned on restricted cash and cash equivalents.
(2)Includes investment income earned on real estate investments.
(3)Includes custodial fees, investment accounting and advisory fees, and expenses associated with real estate investments.

Equity Securities
The following table provides the unrealized gains and losses recognized for the periods presented on equity securities still held at the end of the reported period (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
Unrealized gains (losses) recognized during the reported period on equity securities still held at the end of the reported period$(205)$(8,884)$298 $(12,237)
Three Months Ended
March 31,
20242023
Unrealized gains (losses) recognized during the reported period on equity securities still held at the end of the reported period$2,905 $503 
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Investment Real Estate
Investment real estate consisted of the following as of the dates presented (in thousands):
June 30,December 31,
20232022
March 31,March 31,December 31,
202420242023
Income Producing:Income Producing:
Investment real estate
Investment real estate
Investment real estateInvestment real estate$7,097 $7,097 
Less: Accumulated depreciationLess: Accumulated depreciation(1,479)(1,386)
Investment real estate, netInvestment real estate, net$5,618 $5,711 
The following table provides the depreciation expense related to investment real estate for the periods presented (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
 2023202220232022
Depreciation expense on investment real estate$47 $47 $93 $93 
Three Months Ended
March 31,
 20242023
Depreciation expense on investment real estate$46 $46 

Other Investments

The Company has an ownership interest in a limited partnership that is not registered or readily tradable on a securities exchange. This partnership is private equity fund managed by general partners who make decisions with regard to financial policies and operations. As such, the Company is not the primary beneficiary and does not consolidate these partnerships.

Other investments consisted of the following as of the dates presented (in thousands):
March 31,December 31,
20242023
Investment in private equity limited partnership$10,434 $10,434 
The limited partnership investment is subject to a contractual restriction on the transfer or sale by the Company prior to liquidation or dissolution of the partnership agreement by the general partner. This restriction lapses upon the dissolution of the partnership or upon the written consent of the general partner and its Board of Directors. The fair value of this investment was $10.4 million as of March 31, 2024 and December 31, 2023.
The following table provides the unrealized gains (losses) recognized for the periods presented on investment in private equity limited partnership still held at the end of the reported period (in thousands):
March 31,December 31,
20242023
Unrealized gains (losses) recognized during the reported period on investment in private equity limited partnership still held at the end of the reported period$— $5,640 
For the quarter ended March 31, 2024, the Company recognized no net change in unrealized gain or loss on this investment which is recognized in net change in unrealized gains (losses) on investments in the Consolidated Statement of Income. At March 31, 2024 and December 31, 2023 the Company’s net cumulative contributed capital to the partnership was $4.8 million.
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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 programs consist principally of catastrophe excess of loss reinsurance, subject to the terms and conditions of the applicable agreements. Notwithstanding the purchase of such reinsurance, the Company is responsible for certain retained loss amounts before reinsurance attaches and for insured losses related to catastrophes and other events that exceed coverage provided by or otherwise are not within the scope of the reinsurance programs. The Company remains responsible for the settlement of insured losses irrespective of whether any of the reinsurers fail to make payments otherwise due.
To 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.
The following table presents ratings from rating agencies and the unsecured amounts due from the reinsurers whose aggregate balance exceeded 3% of the Company’s stockholders’ equity as of the dates presented (in thousands):
 Ratings as of June 30, 2023Due from as of
ReinsurerAM Best
Company
Standard
and Poor’s
Rating
Services, Inc.
Moody’s
Investors Service, Inc.
June 30, 2023December 31, 2022
Allianz Risk TransferA+AAAa3$188,570 $285,323 
Florida Hurricane Catastrophe Fund “FHCF” (1)n/an/an/a73,116 134,411 
Various Lloyd’s of London Syndicates (2)AA+n/a39,545 101,482 
Chubb Tempest Reinsurance, Ltd.A++AAAa333,785 51,319 
Markel Bermuda Ltd.AAA226,806 50,981 
DaVinci Reinsurance Ltd.AA+A320,372 48,115 
Cosaint Re Pte. Ltd. (3)n/an/an/a17,452 — 
Renaissance Reinsurance Ltd.A+A+A114,463 38,768 
Lumen Re Ltd.n/an/an/a— 8,913 
Munich Reinsurance America Inc.n/an/an/a— 14,616 
Everest Reinsurance Con/an/an/a— 11,536 
Upsilon RFO RE Ltd.n/an/an/a— 11,201 
D E Shaw Re (Bermuda) Ltd.n/an/an/a— 16,680 
Total (4)$414,109 $773,345 
 Ratings as of March 31, 2024Due from as of
ReinsurerAM Best
Company
Standard
and Poor’s
Rating
Services, Inc.
Moody’s
Investors Service, Inc.
March 31, 2024December 31, 2023
Florida Hurricane Catastrophe Fund “FHCF” (1)n/an/an/a$61,517 91,275 
Various Lloyd’s of London Syndicates (2)AAA-n/a— 22,832 
Total (3)$61,517 $114,107 
(1)No rating is available, because the fund is not rated.
(2)No rating available for Moody’s Investors Service, Inc.
(3)No rating is available, because the non-catastrophe bond is not rated.
(4)Amounts represent prepaid reinsurance premiums and net recoverables for paid and unpaid losses, including incurred but not reported reserves, and loss adjustment expenses.

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The Company’s reinsurance arrangements had the following effect on certain items in the Condensed Consolidated Statements of Income for the periods presented (in thousands):
Three Months Ended June 30,
20232022
Premiums
Written
Premiums
Earned
Losses and Loss
Adjustment
Expenses
Premiums
Written
Premiums
Earned
Losses and Loss
Adjustment
Expenses
Direct$547,126 $463,324 $253,079 $532,527 $428,805 $260,230 
Ceded(561,480)(160,050)(29,352)(632,437)(151,744)(59,926)
Net$(14,354)$303,274 $223,727 $(99,910)$277,061 $200,304 
Six Months Ended June 30,
20232022
Premiums
Written
Premiums
Earned
Losses and Loss
Adjustment
Expenses
Premiums
Written
Premiums
Earned
Losses and Loss
Adjustment
Expenses
Three Months Ended March 31,Three Months Ended March 31,
202420242023
Premiums
Written
Premiums
Written
Premiums
Earned
Losses and Loss
Adjustment
Expenses
Premiums
Written
Premiums
Earned
Losses and Loss
Adjustment
Expenses
DirectDirect$957,228 $918,692 $461,301 $929,008 $843,408 $455,385 
CededCeded(576,256)(333,194)(31,420)(646,383)(297,283)(69,975)
NetNet$380,972 $585,498 $429,881 $282,625 $546,125 $385,410 
The following prepaid reinsurance premiums and reinsurance recoverable are reflected in the Condensed Consolidated Balance Sheets as of the dates presented (in thousands):
June 30,December 31,
20232022
March 31,March 31,December 31,
202420242023
Prepaid reinsurance premiumsPrepaid reinsurance premiums$525,489 $282,427 
Reinsurance recoverable on paid losses and LAEReinsurance recoverable on paid losses and LAE$95,159 $10,170 
Reinsurance recoverable on unpaid losses and LAEReinsurance recoverable on unpaid losses and LAE495,250 798,680 
Reinsurance recoverableReinsurance recoverable$590,409 $808,850 
Reinsurance recoverable
Reinsurance recoverable

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Note 5. Insurance Operations
Deferred Policy Acquisition Costs
The Company defers certain costs in connection with written premium, called Deferred Policy Acquisition Costs (“DPAC”). DPAC is amortized over the effective period of the related insurance policies.
The following table presents the beginning and ending balances and the changes in DPAC for the periods presented (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
2024
2024
2024
DPAC, beginning of period
DPAC, beginning of period
DPAC, beginning of periodDPAC, beginning of period$97,893 $103,622 $103,654 $108,822 
Capitalized CostsCapitalized Costs60,893 61,232 106,887 110,431 
Capitalized Costs
Capitalized Costs
Amortization of DPAC
Amortization of DPAC
Amortization of DPACAmortization of DPAC(51,739)(53,871)(103,494)(108,270)
DPAC, end of periodDPAC, end of period$107,047 $110,983 $107,047 $110,983 
DPAC, end of period
DPAC, end of period
Regulatory Requirements and Restrictions
The Insurance Entities are subject to regulations and standards of the Florida Office of Insurance Regulation (“FLOIR”). The Insurance Entities are also subject to regulations and standards of regulatory authorities in other states where they are licensed, although as Florida-domiciled insurers, their principal regulatory authority is the FLOIR. These standards and regulations include a requirement that the Insurance Entities 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 funds of the regulated insurance company subsidiary and are limited based on the regulated subsidiary’ssubsidiary insurer’s level of statutory net income and statutory capital and surplus. The maximum dividend that may be paid by the Insurance Entities to their immediate parent company, Protection Solutions, Inc. (“PSI”, formerly known as Universal Insurance Holding Company of Florida)), without prior regulatory approval is limited by the provisions of the Florida Insurance Code. These dividends are referred to as “ordinary dividends.” However, if the dividend, together with other dividends paid within the preceding twelve12 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 Insurance Code, and based on the calculations performed by the Company as of DecemberMarch 31, 2022,2024, UPCIC and APPCIC currently are not able to pay any ordinary dividends during 2023. for the three months ended March 31, 2024. For the sixthree months ended June 30,March 31, 2024 and 2023, and 2022, no dividends were paid from the Insurance Entities to PSI.
The Florida Insurance Code requires a residential property insurance company to maintain a statutory surplus as to policyholders of at least $15.0 million or ten percent of the insurer’s total liabilities, whichever is greater. The following table presents the amount of capital and surplus calculated in accordance with statutory accounting principles, which differs from GAAP, and an amount representing ten percent of total liabilities for each of the Insurance Entities as of the dates presented (in thousands):
June 30, 2023December 31, 2022
Statutory capital and surplus
  UPCIC$362,828 $400,866 
  APPCIC$24,531 $22,786 
Ten percent of total liabilities
  UPCIC$152,552 $151,190 
  APPCIC$2,463 $2,023 


March 31, 2024December 31, 2023
Statutory capital and surplus
  UPCIC$355,633 $350,933 
  APPCIC$26,731 $25,526 
Ten percent of total liabilities
  UPCIC$157,377 $151,367 
  APPCIC$2,543 $2,398 
As of the dates in the table above, the Insurance Entities each exceeded the minimum statutory capitalization requirement. The Insurance Entities also met the capitalization requirements of the other states in which they are licensed as of June 30, 2023. Annually, the Insurance Entities each are also required to adhere to prescribed premium-to-capital surplus ratios and each have met those requirements.

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March 31, 2024.
The following table summarizes combined net income (loss) for the Insurance Entities determined in accordance with statutory accounting practices for the periods presented (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
 2023202220232022
Combined net income (loss)$(24,024)$(142)$(28,405)$(12,075)
Three Months Ended
March 31,
 20242023
Combined net income (loss)$(2,654)$(4,381)
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The Insurance Entities each 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 March 31, 2024 and December 31, 2023, based on calculations using the appropriate NAIC RBC formula, the Insurance Entities each reported total adjusted capital 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):
June 30, 2023December 31, 2022
Restricted cash and cash equivalents$2,635 $2,635 
Investments$3,267 $3,246 

March 31, 2024December 31, 2023
Restricted cash and cash equivalents
      Florida$1,800 $1,800 
     Georgia35 35 
     North Carolina800 800 
Total$2,635 $2,635 
Investments
      Hawaii$2,783 $2,762 
     Massachusetts122 121 
     South Carolina132 131 
     Virginia316 315 
Total$3,353 $3,329 
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Note 6. Liability for Unpaid Losses and Loss Adjustment Expenses
Set forth in the following table is the change in liability for unpaid losses and LAE for the periods presented (in thousands):
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
Balance at beginning of periodBalance at beginning of period$870,407 $244,482 $1,038,790 $346,216 
Balance at beginning of period
Balance at beginning of period
Less: Reinsurance recoverable
Less: Reinsurance recoverable
Less: Reinsurance recoverableLess: Reinsurance recoverable(669,946)(65,403)(798,680)(115,860)
Net balance at beginning of periodNet balance at beginning of period200,461 179,079 240,110 230,356 
Net balance at beginning of period
Net balance at beginning of period
Incurred related to:
Incurred related to:
Incurred related to:Incurred related to:  
Current yearCurrent year209,902 196,594 412,738 381,045 
Current year
Current year
Prior years
Prior years
Prior yearsPrior years13,825 3,710 17,143 4,365 
Total incurredTotal incurred223,727 200,304 429,881 385,410 
Total incurred
Total incurred
Paid related to:
Paid related to:
Paid related to:Paid related to:  
Current yearCurrent year123,258 164,888 191,041 236,615 
Current year
Current year
Prior years
Prior years
Prior yearsPrior years133,161 47,118 311,181 211,774 
Total paidTotal paid256,419 212,006 502,222 448,389 
Total paid
Total paid
Net balance at end of period
Net balance at end of period
Net balance at end of periodNet balance at end of period167,769 167,377 167,769 167,377 
Plus: Reinsurance recoverablePlus: Reinsurance recoverable495,250 18,972 495,250 18,972 
Plus: Reinsurance recoverable
Plus: Reinsurance recoverable
Balance at end of periodBalance at end of period$663,019 $186,349 $663,019 $186,349 
Balance at end of period
Balance at end of period
During the three months ended March 31, 2024, the liability for unpaid losses and loss adjustment expenses, prior to reinsurance, decreased by $80.5 million from $510.1 million as of December 31, 2023 to $429.6 million as of March 31, 2024. The decrease was principally the result of the settlement of Hurricane Ian claims, other prior hurricanes and claims arising in the current and prior accident years.
Prior year development was $13.8 millionincludes changes in previous estimates for unpaid Losses and LAE for all events occurring in prior years including hurricanes, other weather, and non-weather claims affected by pre-reform market conditions in Florida, and in 2023 also included changes in prior estimates resulting from the evaluation of claims in anticipation of the commutation of Hurricane Irma losses with the FHCF. In recent years, the Company has strengthened reserves as a result of adverse development due to Florida homeowners, tenants and condo owners coverages arising from non-weather and weather events. Similar to other carriers operating in the second quarter ended June 30,Florida homeowners marketplace, the Company has experienced deterioration in non-weather claims, such as roof claims and other water damage claims, and hurricane claims due to an unfavorable claims environment characterized by increases in policyholder demands and significant attorney representation. In 2023, comparedadverse development was due to $3.7 millionrepresented and litigated claims, and Florida weather claims for accident years 2017 and later. One of management’s objectives in 2023 and continuing into 2024 is to strengthen reserves on those prior period claims, which do not benefit from the second quarternew legislation signed in late 2022 that eliminated the one-way attorneys’ fee statute and assignments of 2022. The prior year increase in lossbenefits, established a one-year post-loss reporting period and made other reforms intended to improve the Florida market.
Losses and LAE estimates reflects differences inexperience over the settlement of prior gross and ceded claims compared to previous estimates particularly related to non-CAT weather events and Hurricanes Irma and Sally, which predate the most significant reform legislation and have not benefited significantly from the statutory changes.

Prior year development was $17.1 million in the six months ended June 30, 2023 compared to $4.4 million in the six months ended June 30, 2022. The prior year increase in loss and LAE estimates reflects differences in the settlement of prior gross and ceded claims compared to previous estimates particularly related to non-CAT weather events and Hurricanes Irma and Sally, which predate the most significant reform legislation and have not benefited significantly from the statutory changes.
Priorpast several years development was $3.7 million duringincluding both the three months ended June 30,March 31, 2024 and twelve months ended December 31, 2023, reflects an adverse litigation environment and other market conditions in Florida that the Florida Legislature has been attempting to address with the passage of legislation spanning several years. The most significant changes were made during a special session held in December 2022. The net prior yearsAlthough the market remains early in the implementation phase of the new laws and their ultimate effects will not be known for some time, the Company considered and included the anticipated effects of the enacted legislation on post-reform claims in developing its ultimate loss projections and reserve development for the quarter ended June 30, 2022 was principally due to Hurricane Irma. estimates as of March 31, 2024.
In addition to Hurricane Irmathe actions taken by the Florida legislature, management has been taking actions to improve losses and LAE experience through several means including operational initiatives designed to improve the efficiency and effectiveness of the claims cycle and reduce the impact of litigation; implementing pricing adjustments to reflect the loss experience as well as inflation and the increasing cost of reinsurance; reducing exposures that disproportionately contribute to elevated claims costs and expenses; and securing efficient reinsurance programs to protect against catastrophes.
During the three months ended March 31, 2024, there was adverse prior years’ gross reserve development of $93.0 thousand, and no unfavorable development net of that ceded. During the Company concluded a favorable commutation during the quarter, favorably increasing cededthree months ended March 31, 2023, there was adverse prior year loss payments which was offset by a provisory increase in direct prior incurred but not reported (“IBNR”) amount, resulting in no net effect.
Prior years’ reserve development was $4.4of $5.4 million during the six months ended June 30, 2022.gross less $2.1 million ceded resulting in $3.3 million net unfavorable development. The direct and net prior years’ reserve development for the six monthsquarter ended June 30, 2022March 31, 2023 was principally due to gross reserve development for Hurricane Irma of $4.2 million in the period. Additionally, the Company concluded a favorable commutation during the six months ended June 30, 2022, favorably increasing ceded prior year loss payments which was offset by a provisory direct prior year IBNR amount, resulting in no net effect. Hurricane Matthew direct and net losses increased $0.1 million.Sally.
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Note 7. Long-term Debt
Long-term debt consists of the following as of the dates presented (in thousands):
June 30,December 31,
20232022
March 31,March 31,December 31,
202420242023
Surplus noteSurplus note$4,779 $5,515 
5.625% Senior unsecured notes
5.625% Senior unsecured notes
100,000 100,000 
Total principal amountTotal principal amount104,779 105,515 
Less: unamortized debt issuance costsLess: unamortized debt issuance costs(2,392)(2,746)
Total long-term debt, netTotal long-term debt, net$102,387 $102,769 
Surplus Note
InOn 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.Program (the “ICBUI”). The surplus note has a twenty-year20-year term and accrues interest, adjusted quarterly based on the 10-year Constant Maturity Treasury Index. Principal and interest are paid periodically pursuant to the termsThe carrying amount of the surplus note.note is included in the statutory capital and surplus of UPCIC. UPCIC was in compliance with the terms of the surplus note as of June 30, 2023.March 31, 2024.
Senior Unsecured Notes
On November 23, 2021, the Company entered into Note Purchase Agreements with certain institutional accredited investors and qualified institutional buyers pursuant to which the Company issued and sold $100$100.0 million of 5.625% Senior Unsecured Notes due 2026 (the “Notes”). The Note Purchase Agreements contain certain customary representations, warranties and covenants made by the Company.
The Notes were offered and sold by the Company in a private placement transaction in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. On March 24, 2022, the Registration Statement registering the exchange of Notes for registered Notes was declared effective by the Securities and Exchange Commission, and all of the Notes have since been exchanged for registered Notes with identical financial terms.
The Notes are senior unsecured debt obligations that bear interest at the rate of 5.625% per annum, payable semi-annually in arrears on May 30th and November 30th of each year, beginning on May 30, 2022. The Notes are subject to adjustment from time to time in the event of a downgrade or subsequent upgrade of the rating assigned to the Notes. The Notes mature on November 30, 2026 at which time the entire $100.0 million of principal is due and payable. At any time on or after November 30, 2023, the Company may redeem all or part of the Notes at redemption prices (expressed as percentages of the principal amount) equal to (i) 102.81250% for the twelve-month period beginning on November 30, 2023; (ii) 101.40625% for the twelve-month period beginning on November 30, 2024 and (iii) 100.0% at any time thereafter, plus accrued and unpaid interest up to, but not including the redemption date.
The indenture governing the Notes contains financial covenants, terms, events of default and related cure provisions that are customary in agreements used in connection with similar transactions. As of June 30, 2023,March 31, 2024, the Company was in compliance with all applicable covenants, including financial covenants.
The Notes are unsecured senior obligations of the Company, are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Notes rank equally in right of payment to the Unsecured Revolving Loan described below.
Unsecured Revolving Loan
On June 30, 2023, the Company entered into a committed and unsecured $40.0$40.0 million revolving credit line with JP Morgan Chase Bank, N.A. This agreement succeedssucceeded the previous $37.5$37.5 million revolving credit line with J.P. Morgan Chase, N.A., entered into on October 31, 2022. As of June 30, 2023,March 31, 2024, the Company has not borrowed any amount under this revolving loan. The Company must pay an annual commitment of 0.50% of the unused portion of the commitment. Borrowings mature on June 29, 2024, 364 days after the inception date and carry an interest rate of prime rate plus a margin of 2%. The credit line is subject to annual renewals. The credit line contains customary financial and other covenants, with which the Company is in compliance.
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Interest Expense
The following table provides interest expense related to long-term debt during the periods presented (in thousands):

Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
2024
2024
2024
Interest Expense:
Interest Expense:
Interest Expense:Interest Expense:
Surplus noteSurplus note$46 $39 $99 $66 
Surplus note
Surplus note
5.625% Senior unsecured notes
5.625% Senior unsecured notes
5.625% Senior unsecured notes5.625% Senior unsecured notes1,406 1,516 2,812 2,922 
Non-cash expense (1)Non-cash expense (1)177 176 354 351 
Non-cash expense (1)
Non-cash expense (1)
TotalTotal$1,629 $1,731 $3,265 $3,339 
Total
Total
(1) Represents amortization of debt issuance costs.
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Note 8. Stockholders’ Equity

From time to time, the Company’s Board of Directors may authorize share repurchase programs under which the Company may repurchase shares of the Company’s common stock in the open market. The following table presents repurchases of the Company’s common stock for the periods presented (in thousands, except total number of shares repurchased and per share data):

Total Number of SharesAverage
Repurchased During theAggregatePrice PerPlan
Dollar AmountSix Months Ended June 30,PurchaseShareCompleted or
Date AuthorizedExpiration DateAuthorized20232022Price RepurchasedExpired
June 12, 2023June 10, 2025$20,000 — — $— $— 
December 15, 2022(1)December 15, 2024$7,997 396,371 — $6,088 $15.36 
November 3, 2020(1)November 3, 2022$20,000 — 603,080 $7,381 $12.24 November 2022

(1)In November 2020, our Board of Directors authorized a share repurchase of up to $20 million of shares of common stock, which expired in November 2022. At the end of this prior authorization, the Company had repurchased slightly more than $12 million of shares of common stock. On December 15, 2022, our Board of Directors authorized a successor share repurchase program under which the Company is authorized to repurchase up to $7,997,057 of shares of common stock through December 15, 2024, which represents the unused portion of the predecessor authorization.

Total Number of SharesAverage
Repurchased During theAggregatePrice PerPlan
Dollar AmountThree Months Ended March 31,PurchaseShareCompleted or
Date AuthorizedExpiration DateAuthorized20242023Price RepurchasedExpired
March 11, 2024March 11, 2026$20,000 288 — $$20.42 
June 12, 2023June 10, 2025$20,000 207,722 — $4,133 $19.90 March 2024

See the “Condensed Consolidated Statements of Stockholders’ Equity” for a roll-forward of treasury shares.


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Note 9. Income Taxes

Deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of assets and liabilities at the enacted tax rates. The Company reviews itsWe review our deferred tax assets regularly for recoverability. As of June 30, 2023,March 31, 2024, we determined that we did not need a valuation allowance on our gross deferred tax asset.assets. Although realization of the deferred tax assets is not assured, management believes that it is more likely than not the deferred tax assets will be realized based on our expectation that we will be able to fully utilize the deductions that are ultimately recognized for tax purposes.

For the three and six months ended June 30, 2023, March 31, 2024,there was no current reporting period activity recorded in the operating statement or the balance sheet related to uncertain tax positions.

The effective tax rate for the three months ended June 30, 2023March 31, 2024 was 23.9%29.1% compared to 31.0%26.3% for the same period last year. The effective tax rate for the six months ended June 30, 2023 was 25.0% compared to 24.9% for the same period last year.ending March 31, 2023. The provision for income taxes differed from the statutory rate as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
Three Months Ended
March 31,
Three Months Ended
March 31,
202420242023
Expected provision at federal statutory tax rateExpected provision at federal statutory tax rate21.0 %21.0 %21.0 %21.0 %Expected provision at federal statutory tax rate21.0 %21.0 %
Increases (decrease) resulting from:Increases (decrease) resulting from:
State income tax, net of federal tax benefitState income tax, net of federal tax benefit2.4 %2.4 %2.4 %3.2 %
State income tax, net of federal tax benefit
State income tax, net of federal tax benefit3.6 %2.3 %
Disallowed compensationDisallowed compensation0.6 %6.7 %1.7 %3.1 %Disallowed compensation1.3 %3.1 %
Effect of rate change— %— %— %(2.6)%
Equity compensation shortfallEquity compensation shortfall3.3 %— %
Nondeductible expensesNondeductible expenses0.3 %0.7 %0.3 %0.3 %Nondeductible expenses0.1 %0.2 %
Dividend received deductionDividend received deduction(0.2)%(0.7)%(0.3)%(0.4)%Dividend received deduction(0.2)%(0.3)%
Other, net(0.2)%0.9 %(0.1)%0.3 %
Total income tax expense (benefit)Total income tax expense (benefit)23.9 %31.0 %25.0 %24.9 %
Total income tax expense (benefit)
Total income tax expense (benefit)29.1 %26.3 %

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Note 10. Earnings (Loss) Per Share
Basic earnings (loss) per share (“EPS”) is computed 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 the impact of common shares issuable upon the exercise of stock options, non-vested performance share units, non-vested restricted stock units, non-vested restricted stock, and conversion of preferred stock. In loss periods, the impact of common shares issuable upon the exercises of stock options, non-vested performance share units, non-vested restricted stock units, non-vested restricted stock, and conversion of preferred stock are excluded from the calculation of diluted loss per share, as the inclusion of common shares issuable upon the exercise of stock options, non-vested performance share units, non-vested restricted stock units, non-vested restricted stocks, and conversion of preferred stock would have an anti-dilutive effect. There is no difference between basic and diluted loss per share.
The following table reconciles the numerator (i.e., income) and denominator (i.e., shares) of the basic and diluted earnings (loss) per share computations for the periods presented (in thousands, except per share data):
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
Numerator for EPS:Numerator for EPS:
Numerator for EPS:
Numerator for EPS:
Net income (loss)
Net income (loss)
Net income (loss)Net income (loss)$28,566 $7,370 $52,739 $24,907 
Less: Preferred stock dividendsLess: Preferred stock dividends(2)(2)(5)(5)
Less: Preferred stock dividends
Less: Preferred stock dividends
Income (loss) available to common stockholders
Income (loss) available to common stockholders
Income (loss) available to common stockholdersIncome (loss) available to common stockholders$28,564 $7,368 $52,734 $24,902 
Denominator for EPS:Denominator for EPS:  
Denominator for EPS:
Denominator for EPS:
Weighted average common shares outstanding
Weighted average common shares outstanding
Weighted average common shares outstandingWeighted average common shares outstanding30,265 30,829 30,323 30,987 
Plus: Assumed conversion of share-based compensation (1)Plus: Assumed conversion of share-based compensation (1)369 29 285 48 
Plus: Assumed conversion of share-based compensation (1)
Plus: Assumed conversion of share-based compensation (1)
Assumed conversion of preferred stock
Assumed conversion of preferred stock
Assumed conversion of preferred stock Assumed conversion of preferred stock25 25 25 25 
Weighted average diluted common shares outstandingWeighted average diluted common shares outstanding30,659 30,883 30,633 31,060 
Weighted average diluted common shares outstanding
Weighted average diluted common shares outstanding
Basic earnings (loss) per common share
Basic earnings (loss) per common share
Basic earnings (loss) per common shareBasic earnings (loss) per common share$0.94 $0.24 $1.74 $0.80 
Diluted earnings (loss) per common shareDiluted earnings (loss) per common share$0.93 $0.24 $1.72 $0.80 
Diluted earnings (loss) per common share
Diluted earnings (loss) per common share
(1)Represents the dilutive effect of common shares issuable upon the exercise of stock options, non-vested performance share units, non-vested restricted stock units and non-vested restricted stock.


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Note 11. Other Comprehensive Income (Loss)
The following table provides the components of other comprehensive income (loss) on a pre-tax and after-tax basis for the periods presented (in thousands):

 Three Months Ended June 30,
 20232022
 Pre-taxTaxAfter-taxPre-taxTaxAfter-tax
Net changes related to available-for-sale securities:
Unrealized holding gains (losses) arising during the period$(7,803)$(1,920)$(5,883)$(40,272)$(9,900)$(30,372)
Less: Reclassification adjustments for (gains) losses
 realized in net income (loss)
21 17 949 233 716 
Other comprehensive income (loss)$(7,782)$(1,916)$(5,866)$(39,323)$(9,667)$(29,656)


 Six Months Ended June 30,
 20232022
 Pre-taxTaxAfter-taxPre-taxTaxAfter-tax
Net changes related to available-for-sale securities:
Unrealized holding gains (losses) arising during the period$9,790 $2,410 $7,380 $(97,433)$(23,952)$(73,481)
Less: Reclassification adjustments for (gains) losses
 realized in net income (loss)
722 177 545 1,213 298 915 
Other comprehensive income (loss)$10,512 $2,587 $7,925 $(96,220)$(23,654)$(72,566)

 Three Months Ended March 31,
 20242023
 Pre-taxTaxAfter-taxPre-taxTaxAfter-tax
Net changes related to available-for-sale securities:
Unrealized holding gains (losses) arising during the period$(3,442)$(848)$(2,594)$17,593 $4,330 $13,263 
Less: Reclassification adjustments for (gains) losses
 realized in net income (loss)
69 17 52 701 173 528 
Other comprehensive income (loss)$(3,373)$(831)$(2,542)$18,294 $4,503 $13,791 
The following table provides the reclassification adjustments for gains (losses) out of accumulated other comprehensive income for the periods presented (in thousands):

Details about Accumulated
Other Comprehensive
Income (Loss) Components
Details about Accumulated
Other Comprehensive
Income (Loss) Components
Amount Reclassified from Accumulated
Other Comprehensive Income (Loss)
Affected Line Item in the Statement Where Net
Income is Presented
Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022Details about Accumulated
Other Comprehensive
Income (Loss) Components
Amount Reclassified from Accumulated
Other Comprehensive Income (Loss)
Affected Line Item in the Statement Where Net
Income is Presented
Three Months Ended
March 31,
2024
2024
2024
Unrealized gains (losses) on available-for-sale debt securities
Unrealized gains (losses) on available-for-sale debt securities
Unrealized gains (losses) on
available-for-sale debt securities
Unrealized gains (losses) on
available-for-sale debt securities
$(21)$(949)$(722)$(1,213)Net realized gains (losses) on
   sale on investments
$(69)$$(701)Net realized gains (losses) on sale on investmentsNet realized gains (losses) on sale on investments
Related tax (expense) benefitRelated tax (expense) benefit233 177 298 Income tax expense (benefit)Related tax (expense) benefit17 173 173 Income tax expense (benefit)Income tax expense (benefit)
Total reclassification for the periodTotal reclassification for the period$(17)$(716)$(545)$(915)Net of taxTotal reclassification for the period$(52)$$(528)Net of taxNet of tax

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Note 12. Commitments and Contingencies
Obligations under Multi-Year Reinsurance Contracts
The Company purchases reinsurance coverage to protect its capital and to limit its losses when certain major events occur. The Company’s reinsurance commitments generally run from June 1st of the current year to May 31st of the following year. Certain of the Company’s reinsurance agreements are for periods longer than one year. Amounts payable for coverage during the current June 1st to May 31st contract period are recorded as “Reinsurance Payable, net” in the Condensed Consolidated Balance Sheet. Multi-year contract commitments for future years will be recorded at the commencement of the coverage period. Amounts payable for future reinsurance contract years that the Company is obligated to pay are: (1) $72.7 million in 20242024; and (2) $52.6 million in 2025.
Litigation
Lawsuits and Legal Proceedings

From time to time, lawsuitsother legal proceedings are filed against the Company orfrom time to time. These legal matters include regulatory and contract considerations for which the Company may become involved inobtains internal or third-party legal or other legal proceedings. assistance, such as actuarial services, to provide guidance, and when applicable, to represent and protect the Company’s interest.
Many of these lawsuits or legal proceedings involve claims under policies that the Company underwrites and reserves for which it reserves.as an insurer. The Company is also involved in various other legal proceedings and litigation unrelated to claims under the Company’s 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 will not have a material adverse effect on the Company’s financial condition or results of operations. The Company contests liability and/or the amount of damages as it considers appropriate according to the facts and circumstances of each matter.

The Insurance Entities are obligated by regulation and by contract to commute their losses under reimbursement agreements with the FHCF. On June 1, 2023, the Insurance Entities began their respective commutation processes for the 2017-18 FHCF reimbursement contract year. As required in the commutation process, each Insurance Entity submitted a final proof of loss by June 1, 2023, verifying the amount of its paid losses previously reimbursed or to be reimbursed by the FHCF. Each insurer also submitted an estimate of its covered losses on then-outstanding claims and an estimate of its covered IBNR losses. The FHCF’s procedure provides for the insurer and the FHCF to then discuss the estimates and seek to agree on the present value of the expected outstanding losses and IBNR. If these discussions do not result in an agreement, the determination will be made by a three-member panel of actuaries in accordance with a procedure set forth in the FHCF contract. It is premature to know whether the Insurance Entities and the FHCF will agree on final amounts during commutation, the amounts by which the parties’ estimates might differ, or whether the process will entail a final determination through the dispute resolution process.

In accordance with applicable accounting guidance, the Company establishes reserves intended to encompass claims-related lawsuits or legal proceedings and establishes an accrued liability for other legal matters when those matters present loss contingencies that are both probable and estimable. Lawsuits and legal
Legal proceedings are subject to many uncertain factors that generally cannot be predicted with certainty, 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 mattersproceedings, whether in excess of a related accrued liability, including reserves, 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.



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Note 13. Fair Value Measurements
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. 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. 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 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.
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: Comprise investment-grade debt 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.
Municipal bonds: Comprise debt 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: 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.
As required by 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.
Level 3
Other investments in private equity funds: Comprise of passive interest in non-marketable private equity fund securities. The primary inputs to the valuation include the cost basis of consideration tendered for the investments, the Trailing-Twelve Month (TTM) EBITDA, and TTM EBITDA Multiple.
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The following tables set forth by level within the fair value hierarchy the Company’s assets measured at fair value on a recurring basis as of the dates presented (in thousands):
Fair Value Measurements
As of June 30, 2023
Fair Value MeasurementsFair Value Measurements
As of March 31, 2024As of March 31, 2024
Level 1Level 2Level 3Total Level 1Level 2Level 3Total
Available-For-Sale Debt Securities:Available-For-Sale Debt Securities:    Available-For-Sale Debt Securities:  
U.S. government obligations and agencies U.S. government obligations and agencies$— $25,817 $— $25,817 
Corporate bonds Corporate bonds— 705,984 — 705,984 
Mortgage-backed and asset-backed securities Mortgage-backed and asset-backed securities— 295,862 — 295,862 
Municipal bonds Municipal bonds— 14,887 — 14,887 
Redeemable preferred stock Redeemable preferred stock— 8,958 — 8,958 
Equity Securities:Equity Securities:
Common stock Common stock12,273 — — 12,273 
Common stock
Common stock
Mutual funds Mutual funds63,298 — — 63,298 
Investment in Private Equity Limited Partnership
Total assets accounted for at fair valueTotal assets accounted for at fair value$75,571 $1,051,508 $— $1,127,079 
Fair Value Measurements
As of December 31, 2022
Level 1Level 2Level 3Total
Fair Value MeasurementsFair Value Measurements
As of December 31, 2023As of December 31, 2023
Level 1Level 1Level 2Level 3Total
Available-For-Sale Debt Securities:Available-For-Sale Debt Securities:
U.S. government obligations and agencies
U.S. government obligations and agencies
U.S. government obligations and agencies U.S. government obligations and agencies$— $11,664 $— $11,664 
Corporate bonds Corporate bonds— 695,061 — 695,061 
Mortgage-backed and asset-backed securities Mortgage-backed and asset-backed securities— 287,607 — 287,607 
Municipal bonds Municipal bonds— 12,371 — 12,371 
Redeemable preferred stock Redeemable preferred stock— 7,923 — 7,923 
Equity Securities:Equity Securities:
Common stock Common stock15,313 — — 15,313 
Common stock
Common stock
Mutual funds Mutual funds70,156 — — 70,156 
Investment in Private Equity Limited Partnership
Total assets accounted for at fair valueTotal assets accounted for at fair value$85,469 $1,014,626 $— $1,100,095 
Total assets accounted for at fair value
Total assets accounted for at fair value
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The following table summarizes quantitative information related to the significant unobservable inputs for Level 3 investments, which were carried at fair value as of the dates presented (in thousands):
As of March 31, 2024
Range
Fair ValueValuation MethodologyUnobservable InputWeighted Average MeanMinimumMaximum
Assets:
Investment in Private Equity Limited Partnership10,434 Market ApproachTrailing Twelve Month EBITDA Multiple5.3x5.3x5.3x
As of December 31, 2023
Range
Fair ValueValuation MethodologyUnobservable InputWeighted Average MeanMinimumMaximum
Assets:
Investment in Private Equity Limited Partnership10,434 Market ApproachTrailing Twelve Month EBITDA Multiple5.3x5.3x5.3x
These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.
The Company utilizes third-party independent pricing services that provide a price quote for each available-for-sale debt security and equity security. 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 available-for-sale debt security or equity security included in the tables above. The Company elected the fair value option because it allowed the investment to be valued based on current market conditions.
Additionally, the timing of the delivery of the fund’s financial statements and financial information is on a three-month lag which results in a three-month delay in the recognition of our share of the limited partnership’s earnings or losses. But because this is the best information available, effective in 2024, it will be used as an estimate for the fair value at our reporting dates, unless conditions have changed significantly in the economy or securities markets. In such a case, we will adjust our estimate with the assistance from the general partner.
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The following table summarizes the carrying value and estimated fair values of the Company’s financial instruments not carried at fair value as of the dates presented (in thousands):
As of June 30, 2023As of December 31, 2022
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Liabilities (debt):
Surplus note (1)$4,779 $4,497 $5,515 $5,126 
5.625% Senior unsecured notes (2)
100,000 97,365 100,000 100,350 
Total debt$104,779 $101,862 $105,515 $105,476 

As of March 31, 2024As of December 31, 2023
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Liabilities (debt):
Surplus note (1)$3,676 $3,492 $4,044 $3,783 
5.625% Senior unsecured notes (2)
100,000 96,867 100,000 98,953 
Total debt$103,676 $100,359 $104,044 $102,736 
(1) 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 the purpose of establishing the fair value of the note (Level 3)2).
(2) The fair value of the senior unsecured notes was determined based on pricing from quoted prices for similar assets in active markets and was included as Level 2.
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Note 14. Variable Interest Entities

The Company utilizesentered into a reinsurance captive reinsurance arrangement which useswith Isosceles Insurance Ltd. a Bermuda licensed insurance company, whereby they established a Bermuda separate account namedacting in respect of “Separate Account UVE-01” as UVE’s captive. This captive isUVE-01,” a VIE in the normal course of business and is consolidated the VIE since the Company is the primary beneficiary. Please see to “Part II, Item 8—Note 2 (Summary of Significant Accounting Policies)” of our Annual Report on Form 10-K for the year ended December 31, 2023 for more information about the methodology and significant inputs used to consider to consolidate a VIE.
The VIE files a federal tax return, howeverCompany has used the VIE is domiciled in Bermudato provide certain reinsurance coverage to the Insurance Entities (UPCIC and therefore is not subject to state income taxes.
Effective June 1,APPCIC). In 2023, the VIE entered into a new reinsurance arrangement with UPCIC and APPCIC for the 2023-2024 All States Reinsurance Program.
On June 1, 2022, the VIEInsurance Entities entered into a reinsurance arrangement with UPCIC, which was effectivetransaction whereby the VIE provided catastrophe reinsurance protection to the Insurance Entities for the period of June 1, 20222023 through May 31, 2024.
Effective December 6, 2023, this captive reinsurance policy was commuted whereby the Insurance Entities and on September 28, 2022 Hurricane Ian made landfall on the Gulf Coast of Florida which triggered a full policy limit loss, totaling $66 million, Amounts due under this policy were fully paidUIH received funds previously held in September 2022trust by the VIE as agreed to UPCIC, pursuant tounder the terms of the agreement.
The following table presents, on a consolidated basis, the balance sheet classification and exposure of restricted cash heldcommutation. There were no agreements in a reinsurance trust account, which can be used only to settle specific reinsurance obligations ofplace with the VIE as of March 31, 2024 as a result of the dates presented (in thousands):
As of
June 30, 2023December 31, 2022
Restricted cash and cash equivalents$66,000 $— 

commutation.
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Note 15. 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 condensed consolidated financial statements as of June 30, 2023March 31, 2024 except as disclosed below.

On July 20, 2023,April 3, 2024, the Insurance Entities’ three year Catastrophe Bond with Cosaint Re Pte. Ltd. concluded, with no losses ceded during the term of this agreement.

Additionally, on April 10, 2024, the Company declared a quarterly cash dividend of $0.16 per share of common stock payable August 11, 2023,May 17, 2024, to shareholders of record on August 4, 2023.



May 10, 2024.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless the context otherwise requires, all references to “we,” “us,” “our,” and “Company” refer to Universal Insurance Holdings, Inc. (“UVE”) and its wholly-owned subsidiaries. You should read the following discussion together with our unaudited condensed consolidated financial statements (“Financial Statements”) and the related notes thereto included in “Part I, Item 1—Financial Statements,” and our audited condensed consolidated financial statements and the related notes thereto included in “Part II, Item 8—Financial Statements and Supplementary Data” in our Annual Report on Form 10-K for the year ended December 31, 2022.2023. Operating results for any one quarter are not necessarily indicative of results to be expected for any quarter or for the year.

Cautionary Note Regarding Forward-Looking Statements
In addition to historical information, this report 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 (the “Exchange Act”). The forward-looking statements anticipate results based on our estimates, assumptions and plans that are subject to uncertainty. 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 and other risk 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 the risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is set forth below, which are a summary of those in the section titled “Risk Factors” (Part I, Item 1A) of our Annual Report on Form 10-K for the year ended December 31, 2022.2023. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
Risks and uncertainties that may affect, or have affected, our financial condition and operating results include, but are not limited to, the following:
As a property and casualty insurer, we may face significant losses, and our financial results may vary from period to period, due to exposure to catastrophic events and severe weather conditions, the frequency and severity of which could be affected by climate change.
Changing climate conditions may adversely affect our financial condition, profitability, or cash flows.
Because we conduct the majority of our business in Florida, our financial results depend onare affected by the regulatory, economic, and weather conditions in Florida.
Actual claims incurred have exceeded, and in the future may exceed, reserves established for claims, adversely affecting our operating results and financial condition.
If we fail to adequately price the risks we underwrite, or if emerging trends outpace our ability to adjust prices timely, or if we lose desirable exposures to competitors by overpricing our risks, we may experience underwriting losses depleting surplus at the Insurance Entities and capital at the holding company.
Unanticipated increases in the severity or frequency of claims adversely affect our profitability and financial condition.
The failure of the risk mitigation strategies we utilize could have a material adverse effect on our financial condition or results of operations.
Pandemics, including COVID-19 and other outbreaks of disease, could impact our business, financial results, and growth.
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 rely on models as a tool to evaluate risk, and those models are inherently uncertain and may not accurately predict existing or future losses.
Reinsurance may be unavailable in the future at reasonable levels and prices or on reasonable terms, which may limit our ability to write new business or to adequately mitigate our exposure to loss.
Reinsurance subjects us to the credit risk of our reinsurers, which could have a material adverse effect on our operating results and financial condition.
Our financial condition and operating results are subject to the cyclical nature of the property and casualty insurance business.
We have entered new markets and expect that we will continue to do so, but there can be no assurance that our diversification and growth strategy will be effective.
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Our success depends, in part, on our ability to attract and retain talented employees, and the loss of any one of our key personnel could adversely impact our operations.
We could be adversely affected if our controls designed to ensure compliance with guidelines, policies and legal and regulatory standards are not effective.
The failure of our claims professionals to effectively manage claims could adversely affect our insurance business and financial results.
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Litigation or regulatory actions could result in material settlements, judgments, fines, or penalties and consequently have a material adverse impact on our financial condition and reputation.
Our future results are dependent in part on our ability to successfully operate in a highly competitive insurance industry.
A downgrade in our financial strength or stability ratings may have an adverse effect on our competitive position, the marketability of our product offerings, and our liquidity, operating results and financial condition.
Breaches of our information systems or denial of service on our website could have an adverse impact on our business and reputation.
We may not be able to effectively implement or adapt to changes in technology, particularly with respect to artificial intelligence, which may result in interruptions to our business or even in a competitive disadvantage.
Lack of effectiveness of exclusions and other loss limitation methods in the insurance policies we write or changes in laws and/or potential regulatory approaches relating to them could have a material adverse effect on our financial condition or our results of operations.
We are subject to market risk, which may adversely affect investment income.
Our overall financial performance depends in part on the returns on our investment portfolio.
We are subject to extensive regulation and potential further restrictive regulation may increase our operating costs and limit our growth and profitability.
UVE is a holding company and, consequently, its cash flow is dependent on dividends and other permissible payments from its subsidiaries.
Regulations limiting rate changes and requiring us to participate in loss sharing or assessments may decrease our profitability.
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 vary and are sensitive to a number of factors outside of our control, including market conditions and the regulatory environment and rules.
To service our debt, we will require a significant amount of cash. Our ability to generate cash depends on many factors.
Our indebtedness could adversely affect our financial results and prevent us from fulfilling our obligations under the Notes.

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OVERVIEW
We are a vertically integrated holding company offering property and casualty insurance and value-added insurance services. In addition, we generate revenue from our investment portfolio, reinsurance brokerage services, the receipt of managing general agency fees from policy holders and from other sources of revenue (collectively “Other Revenue Sources”). We develop, market and underwrite insurance products for consumers predominantly in the personal residential homeowners’ line of business and perform substantially all insurance-related services for our primary insurance entities, including risk management, claims management, and distribution. Our primary insurance entities, Universal Property & Casualty Insurance Company (“UPCIC”) and American Platinum Property and Casualty Insurance Company (“APPCIC” and together with UPCIC, the “Insurance Entities”), offer insurance products through both appointed independent agent network and our online distribution channels across 1918 states with Florida representing 83.0%79.5% of our direct premiums written year-to-date as of June 30, 2023,for the three months ended March 31, 2024, and with licenses to write insurance in two additional states. We seek to produce an underwriting profit (defined as earned premium-net minus losses, loss adjustment expense (“LAE”), policy acquisition costs and other operating costs) over the long term, along with growing our Other Revenue Sources.
The following Management’s Discussion and Analysis (“MD&A”) is intended to assist in an understanding of our financial condition and results of operations. This MD&A should be read in conjunction with our Financial Statements and accompanying Notes appearing elsewhere in this Report (the “Notes”). In addition, reference should be made to our audited Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements and “Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2022.2023. Except for the historical information contained herein, the discussions in this MD&A contain forward-looking statements that involve risks and uncertainties. Our future results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed above under Cautionary Note Regarding Forward-Looking Statements.”
Trends and Geographical Distribution
Florida Trends
We are currently working through a cycleseek to improveachieve long-term rate adequacy and earnings for the Insurance Entities by increasing rates and managing exposures, while takinglooking to take advantage of what we believe to be opportunities in a dislocated market.market opportunities. We have been adjusting rates, managing exposures, and implementing recently-enacted Florida legislation, which is intended to curtail claims-related abuses, address adverse Florida claim trends, and improve underwriting results. The Florida personal lines homeowners’ market (“in recent years has been operating under distressed conditions wherein insurance companies’ major costs items, such as losses, LAE and reinsurance, have been significantly increasing and have led to insurance companies’ striving to recover these costs through rate and underwriting action. The Florida market”) currentlymarket can be characterized as a “hard market”,market,” where insurance premium rates arehave been escalating, insurers arehave been reducing coverages, and underwriting standards are tighteninghave tightened as insurers closely monitor insurance rates and manage coverage capacity. Due to conditions in the Florida market and factors more generally affecting the U.S. and global reinsurance markets, reinsurance capacity in recent years has also been subject to increases in pricing and less favorable pricing and terms. These market forces decreasehave decreased competition among admitted insurers, and ultimately resultresulted in the increased use of Citizens, Property Insurance Corporation (“Citizens”), which was created to be Florida’sthe “market of last resort” or residual property insurance market.market in Florida. In recent years, in response to rising claims costs and increased reinsurance costs and deteriorating conditions in the Florida residential market,costs. most admitted market competitors have implemented significant rate increases.increases to address these trends. Meanwhile, Citizens’ rate increases are limited by law, resulting in its policies in a hard market, becomingtypically being priced lower than admitted market policies. This causes Citizens, for many policy types and areas of Florida, to become viewed as a desirable alternative to the admitted market. Our Insurance Entities likewise have taken and continue to take action to manage through this hard market by increasingadjusting rates, and prudently managing exposures, and implementing Florida’s statutory reforms intended to curtail claims-related abuses, while also seeking to maintain their competitive position in the Florida market, supporting our current policyholders and agents.
While addressing
In December 2022, the Florida legislature enacted substantial reforms intended to mitigate rising claims costs and further premium increases while also enhancing service and service standards to policyholders. These laws have required insurers, including the Insurance Entities, to implement faster claims-response standards and to comply with additional regulatory oversight requirements intended to increase consumer protections. The reforms also seek to curtail certain claimants’ abusive claims practices against insurance carriers, which have contributed substantially to the Florida market’s recent problems of escalating claim costs. Among the reforms, the Florida legislature eliminated policyholders’ former one-way statutory right to attorneys’ fees reimbursement and eliminated the ability of policyholders to assign their insurance benefits to third parties. The Florida legislature also reduced the post-loss time period for submitting claims to one year as contrasted with prior laws permitting claims to be reported two years or even three years after loss events, which led to extended solicitations of claims by contractors, public adjusters, and attorneys and created challenges for insurers in evaluating the cause and amount of the late-reported claims.

The most significant statutory reforms took effect for policies issued after December 16, 2022. Policies written before this date might benefit from procedural changes made by the legislature but remain subject to substantive laws previously in effect. Claims associated with policies issued prior to the reforms typically continue to be adversely impacted by the concerns that have plagued the market in recent years, including disproportionately high incidences of represented and litigated claims. As a result, losses and LAE associated with these claims remain high, exceeding historical patterns in Florida and in other states. Although the Insurance Entities’ number of remaining claims subject to pre-reform laws continues to decline, it will be several years before all of these claims are settled or brought to an adjudicated conclusion. We are optimistic that the legislative reforms will gradually improve the Florida claims environment as the number of claims associated with the pre-reform era continues to decline and more of the Insurance Entities’ claims benefit from the reforms.
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We seek to achieve rate adequacy for the Insurance Entities, we continuerecognizing the effects of the recent Florida claims environment on losses, LAE and expenses, while also taking into account potential benefits associated with the reforms. We have continued to experience increased costs for losses and LAE in the Florida market, where an industry has developed around the solicitation, filing, and litigation of personal residential claims. These dynamics have been made worse byworsened due to the litigation financing industry, which in some cases funds these actions. In addition, rising inflation, as seen in the cost of labor and material supplies, has further escalated costs associated with the settlement of claims. These conditions and the resulting increases in losses and LAE are chief contributing factors for the rate increases in this market. Adverse actions by public adjusters and attorneyslawyers in recent years have resulted in a pattern of continued increases in year-over-yearelevated levels of represented claims, increases in purported claim amounts, and increased demands for attorneys’ fees. Active solicitation of personal residential claims in Florida by policyholder representatives, remediation companies, and repair companies has led to an increase in the frequency and severity of personal residential claims in Florida, exceeding historical levels and levels seen in other jurisdictions. Information prepared by the Florida Office of Insurance Regulation (“FLOIR”)FLOIR shows that claims in Florida are litigated at a substantially disproportionate rate when compared to other states. This is largely due to a Florida statute in effect prior to December 16, 2022, providing a one-way right of attorneys’ fees against insurers which has, when coupled with certain other statutes and judicial rulings, produced a legal environment in Florida that encourages litigation, in many cases without regard to the underlying merits of the claims. The one-way right to attorneys’ fees essentially means that unless an insurer’s position is substantially upheld in litigation, the insurer must pay the plaintiff’s attorneys’ fees in addition to its own defense costs. This affects not only pre-reform claims that are litigated to resolution, but also the settlement discussions that take place with nearly all litigated pre-reform claims. This also affects a large number of claims from inception or during the adjusting process as a substantial and growing percentage of policyholders obtain representation early in the process, sometimes even before notifying insurers of their claims. These market conditions also add, and will continue to add,have added complexity to efforts to efficiently and expeditiously adjust claims. This is due to an increasing number of policyholders who have one or more recent prior losses with the Insurance Entities or with other insurers, which then require evaluation during subsequent claims and determinations regarding whether property has been repaired consistently with the scope and amount of damage previously asserted.
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The one-way right to attorney fees creates a nearly risk-free environment, and incentive, for attorneys to pursue litigation against insurers. The Florida legislature attemptedlaw changes referenced above are intended to curtail thesethe abuses through a seriesand mitigate the costs associated with represented and litigated claims, assignments of law changes beginning in 2019. However,benefits, and late-reported claims. Because many of the reforms passed in 2019 and thereafter have not provenapply only to benew or renewal policies issued after the effective in reversing or even significantly moderating the trend of increased losses and loss adjustments expenses and the resulting impact on premiums for consumers. More recently, in December 2022, the Florida legislature took more definitive steps to address the primary underlying causes of abuses in the Florida market. The legislature eliminated the statutory one-way right to attorneys’ fees; prohibited assignments of post-loss benefits under insurance policies; improved the usefulness of offers of judgment as a means of fostering resolutions of disputed claims; made incremental adjustments to reduce Citizens’ competitiveness with the private market; and adopted several other related measures. Governor Ron DeSantis signed the bill into law on December 16, 2022. Because somedate of the changes will affect only future policies,law change, the impact of the new laws on claims and claims-related costs including litigation, will not be fully known for some time.several years. This is especially the case as many of the Insurance Entities’ pre-reform claims that remain open have not been conducive to resolution through the claims adjusting process or efficient alternative dispute resolution methods but rather continue in litigation, driving up the eventual settlement cost.

Despite our initiatives in implementing prior law changes and responding to adverse claims behaviors and trends, our costs to settle claims in Florida have increased for the reasons noted herein. For example, the Company continues to adjust its estimate of expected losses and increases estimates associated with prior years’ claims when indicated. Over the past threefive years, even as we have increased our estimates of prospectiveexpected losses each year, we have recorded adverse claim development on prior years’ loss reserves and further strengthened current year losses during the year to address the increasing impact that Florida’s market disruptions had on claim cost trends, especially rising costs from one-way attorneys’ fees as well as the impact of rising costs of building materials and labor, have had on the claims process and the establishment of reserves for losses and LAE.labor. The full extent and duration of these market disruptions on the claim settlement process and inflationary pressures are unknown and still unfolding, and we will monitor the impact of such disruptions on the recording and reporting of claim costs.

The Company has taken a series of steps over time to mitigate the financial impact of these negative trends in the Florida market. We also have closely monitored rate levels, especially in the Florida market, and have submitted rate filings based upon evolving data. However, because rate filings rely upon past loss and expense data and take time to develop, file and implement, we can experience significant delays between identifying needed rate adjustments, filing the associated rate changes, and ultimately collecting and earning the resulting increased premiums.This is particularly the case in an era of rising costs such as the currentrecent Florida market, in which the costs of losses and loss adjustment expenses have increased in recent years due to Florida’s outsized claims litigation environment and inflationary pressure. Similarly, the Company evaluates and periodically adjusts its policy forms in response to market factors and competitive considerations. While policy form changes can be beneficial in the Company’s risk management initiatives, like with rate adjustments, we can experience delays between identifying desired changes, filing and gaining regulatory approval of the changes, and implementing the new forms.

The Company also updates itits claims-handling procedures over time in response to market trends. The Company has adopted initiatives to adjust and pay straightforward, meritorious claims as promptly as possible to mitigate the adverse impacts often associatedthat can be seen with claims that remain open for longer periods. The Company also has increasingly used video and other technology to facilitate reviews of damaged property and improve efficiency in the claims process. In addition, we develop in-house expertise, often in the form of dedicated internal units, to respond to uniquecertain types of claims such as water damage claims, represented claims, and large-loss claims. The Company additionally has established significant in-house legal services in an effort to address the increase inhigh volume of litigated or represented claims as cost-effectively as possible, as well as a subrogation unit that seeks to mitigate losses for the benefit of policyholders and the Company when damages are caused by third parties.
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Additionally, we have taken steps to implement law changes in Florida related to claims-handling procedures and timelines. The Florida legislature passed significant property insurance reform bills in a December 2022 special session and subsequently in its 2023 regulation session. Among other things, these law changes are intended to curtail abuses and rising costs resulting from the proliferation of claims-related litigation and assignments of benefits. The Company has analyzed the law changes and has taken steps to implement the reforms. Although the 2022 and 2023 law changes mark the legislature’s most definitive efforts to find effective solutions to Florida’s market problems, it is too early to evaluate the extent to which the changes will be successful or the time period over which any benefits will materialize.
Summary of Recent Rate Changes and Cost of Living Adjustments
In May 2022, the Company filed and received approval for a rate increase with the FLOIR for an overall 14.9% rate increase for UPCIC on Florida personal residential homeowners’ line of business which became effective June 1, 2022, for new business and November 4, 2022, for renewals.
In addition, in November 2022, UPCIC filed and received approval for a 3.7% rate increase on Florida personal residential homeowners’ line of business, effective February 15, 2023, for new business and April 1, 2023, for renewals.

In April 2023, UPCIC submitted and received approval for a rate decrease of 1.4% for Homeowners’, and a rate decrease of 1.6% for Dwelling Fire in the State of Florida, effective July 15, 2023, for new and renewal business. This filing resulted from UPCIC’s statutorily required participation in Florida’s Reinsurance to Assist Policyholders Program (“RAP”). This program is unrelated to the FHCF and allows insurers to access a layer of reinsurance coverage that is below the FHCF industry retention at no cost to the insurer. In exchange the Insurance Entities adopted a corresponding one-year rate reduction. Under current law, the RAP program expires with the reinsurance contract year ending May 31, 2024. Accordingly, the rate decrease that was temporarily implemented in response to the RAP coverage will expire one year from its effective date, on July 15, 2024.
In July 2023, UPCIC filed a 7.5% rate increase on Florida personal residential homeowners’ line of business, effective July 17, 2023, for new business and November 4, 2023, for renewal business. In the second quarter ofAdditionally, in October 2023, UPCIC filed a 7.8%4.1% rate increase on South CarolinaFlorida personal residential homeowner’s linedwelling-fire lines of business, effective January 15, 2024, for both new and renewal business. Both of these rate increases were implemented under use and file rating laws and are pending approval, and will becomereview with regulators.
For 2024, the following rate changes for UPCIC have been approved by regulators in states other than Florida:
Georgia: +14.8% effective September 5,November 21, 2023, for new business, and October 25, 2023January 10, 2024, for renewal business. During the second quarter of 2023, rate increases went into effectbusiness
South Carolina: +7.8% effective January 16, 2024, for new business, and March 6, 2024 for renewal business in Virginia (+7.3%), Minnesota (+8.0%), Alabama (+9.5%),
Alabama: +14.3% effective March 13, 2024, for new business, and Indiana (+6.0%). AMay 2, 2024, for renewal business
Indiana: +8.0% effective March 22, 2024 for new business, and May 11, 2024, for renewal business
Minnesota: +14.9% effective April 19, 2024, for new business, and May 20, 2024, for renewal business
Massachusetts: +11.9% effective April 8, 2024, for new business, and May 28, 2024, for renewal business
The following rate increase of 5.0% filed in the first quarter of 2023 in Pennsylvania was approved in the second quarter,filings are pending approval by state regulators:
Maryland: +13.3% effective January 22, 2024 for new business, and isMarch 12, 2024, for renewal business
New York: +14.7% effective March 11, 2024, for new business, and April 30, 2024, for renewal business
Pennsylvania: +3.0% effective June 1, 2023,2024, for new business, and July 21, 2023,2024, for renewal business. On July 3, 2023, abusiness
The pending New York and Maryland rate increase of 6.7%filings are use and file rates, but prior approval for forms, so the effect in New Jersey was approved, and will be effective August 21,2023 for new business, and October 10, 2023, for renewal business.
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In the second quarter of 2023, the Insurance Entities continued to implement inflation increases to policy insured values across the majority of states in which we conduct business. These are adjustments to policy coverage amounts designed to facilitate the policies’ adherence to insurance-to-value requirements. The coverage adjustments provide a degree of protection insureds have against inflationary pressures while also resulting in additional premium to the Company to cover the increased claim costs driven by inflation factors.
Changing Climate Conditions
Severe weather events over the last two decades underscore the unpredictability of climate trends and changing climate conditions have added to the frequency and severity of natural disasters and created additional uncertainty as to future trends and exposures. The insurance industry has experienced increased catastrophe losses due to a number of potential causal factors, including, in addition to weather/climate variability, aging infrastructure; more people living in high-risk areas; population growth in areas with weaker enforcement of building codes; urban expansion; an increase in the number of amenities included in, and average size of, a home; and increased inflation, including as a result of post-pandemic demand surge. Climate studies by government agencies, academic institutions, catastrophe modeling organizations and other groups indicate that we are experiencing, and are expected to continue to experience over time, an increase in frequency and/or intensity of hurricanes, heavy precipitation events, flash flooding, sea level rise, droughts, heat waves and wildfires. Developing an awareness of the potential impacts of changing climate conditionstheir cases is important to the Company’s business.
Impact of COVID-19
We have not seen a direct material impact from COVID-19 on our business, our financial position, our liquidity, or our ability to service our policyholders and maintain critical operations. Indirectly, inflationary pressures, in part due to supply chain and labor constraints during the pandemic, have affected and continue to affect claims costs and, to a lesser degree, other expenses. The ultimate impact of the COVID-19 pandemic, or future pandemics, on our business and on the economy in general cannot be predicted.prior approval.
KEY PERFORMANCE INDICATORS
The Company considers the measures and ratios in the following discussion to be key performance indicators for its businesses. Management believes that these indicators are helpful in understanding the underlying trends in the Company’s businesses. Some of these indicators are reported on a quarterly basis and others on an annual basis. Please also refer to “Part II, Item 8—Note 2 (Summary of Significant Accounting Policies)” of our Annual Report on Form 10-K for the year ended December 31, 20222023 for definitions of certain other terms we use when describing our financial results.
These indicators may not be comparable to other performance measures used by the Company’s competitors and should only be evaluated together with our condensed consolidated financial statements and accompanying notes.
In addition to our key performance indicators and other financial measures presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), management also uses certain non-GAAP financial measures to evaluate the Company's financial performance and the overall growth in value generated for the Company’s common shareholders. Management believes that non-GAAP financial measures, which may be defined differently by other companies, help to explain the Company’s results to investors in a manner that allows for a more complete understanding of the underlying trends in the Company’s business. The non-GAAP measures should not be viewed as a substitute for those determined in accordance with GAAP. The calculation of these key financial measures including the reconciliation of non-GAAP measures to the nearest GAAP measure are found below under Non-GAAP Financial Measures.”
Definitions of Key Performance Indicators and GAAP and Non-GAAP Measures
Adjusted book value per common share is a non-GAAP measure that is calculated as adjusted common stockholders’ equity divided by common shares outstanding at the end of the period. Management believes this metric is meaningful, as it allows investors to evaluate underlying book value growth by excluding the impact of unrealized gains and losses due to interest rate volatility.
Adjusted common stockholders' equity is a non-GAAP measure that is calculated as GAAP common stockholders' equity less accumulated other comprehensive income (loss). Management believes this metric is meaningful, as it allows investors to
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evaluate underlying growth in stockholders’ equity by excluding the impact of unrealized gains and losses due to interest rate volatility.
Adjusted net income (loss) attributable to common stockholders is a non-GAAP measure that is calculated as GAAP net income (loss) attributable to common stockholders, less net realized gains (losses) on investments and net changechanges in unrealized gains (losses) of equity securities,on investments, net of tax. Management believes this metric is meaningful, as it allows investors to evaluate underlying profitability and enhances comparability across periods by excluding items that are heavily impacted by investment market fluctuations and other economic factors and are not indicative of operating trends.
Adjusted operating income (loss) is a non-GAAP measure that is calculated as GAAP operating income (loss), less net realized gains (losses) on investments and net changechanges in unrealized gains (losses) of equity securities.on investments. Management believes this metric is meaningful, as it allows investors to evaluate underlying profitability and enhances comparability across periods by excluding items that are heavily impacted by investment market fluctuations and other economic factors and are not indicative of operating trends.
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Adjusted operating income (loss) margin is a non-GAAP measure that is computed as adjusted operating income (loss) divided by core revenue. Management believes this metric is meaningful, as it allows investors to evaluate underlying profitability and enhances comparability across periods by excluding items that are heavily impacted by investment market fluctuations and other economic factors and are not indicative of operating trends.
Adjusted return on common equity (Adjusted “ROCE”) ― is a non-GAAP measure that is calculated as actual or annualized adjusted net income attributable to common stockholders divided by average adjusted common stockholders' equity, with the denominator excluding current period income statement net realized gains (losses) on investments and net changechanges in unrealized gains (losses) of equity securities,on investments, net of tax. Management believes this metric is meaningful, as it allows investors to evaluate underlying profitability and enhances comparability across periods by excluding items that are heavily impacted by investment market fluctuations and other economic factors and are not indicative of operating trends.
Book Value Per Common Share ― total stockholders’ equity, adjusted for preferred stock liquidation, divided by the number of common shares outstanding as of a reporting period. Book value per common share is the excess of assets over liabilities at a reporting period attributed to each share of common stock. Changes in book value per common share informinforms shareholders of retained equity in the Company on a per share basis, which may assist in understanding market value trends for the Company’s stock.
Combined Ratio ― the combined ratio is a measure of underwriting profitability for a reporting period and is calculated by dividing total operating costs and expenses (which is made up of losses and LAE and general and administrative expenses) by premiums earned, net, which is net of ceded premium earned. Changes to the combined ratio over time provide management with an understanding of costs to operate its business in relation to net premiums it is earning and the impact of rate, underwriting and other business management actions on underwriting profitability. A combined ratio below 100% indicates an underwriting profit; a combined ratio above 100% indicates an underwriting loss.
Core Loss Ratio a common operational metric used in the insurance industry to describe the ratio of current accident year expected losses and LAE, excluding current accident year weather events beyond those expected, to premiums earned. Core loss ratio is an important measure identifying profitability trends of premiums in force. Core losses consists of losses and LAE excluding current accident year weather events beyond those expected and prior years’ reserve development. The financial benefit from the management of claims, including claim fees ceded to reinsurers, is recorded in the condensed consolidated financial statements as a reduction to core losses. The core loss ratio can be measured on a direct basis, using direct earned premiums, or on a net basis, using premiums earned, net (i.e., direct premiums earned less ceded premiums earned).
Core revenue is a non-GAAP measure that is calculated as total GAAP revenue, less net realized gains (losses) on investments and net changechanges in unrealized gains (losses) of equity securities.on investments. Management believes this metric is meaningful, as it allows investors to evaluate underlying revenue trends and enhances comparability across periods by excluding items that are heavily impacted by investment market fluctuations and other economic factors and are not indicative of operating trends.
Debt-to-Equity Ratio ― long-term debt divided by stockholders’ equity. This ratio helps management measure the amount of financing leverage in place in relation to equity and allows investors to evaluate future leverage capacity.
Debt-to-Total Capital Ratio long-term debt divided by the sum of total stockholders’ equity and long-term debt (often referred to as total capital resources). This ratio helps management measure the amount of financing leverage in place (long-term debt) in relation to total capital resources and allows investors to evaluate future leverage capacity.
Diluted adjusted earnings per common share is a non-GAAP measure, which is calculated as adjusted net income available to common stockholders divided by weighted average diluted common shares outstanding. Management believes this metric is meaningful, as it allows investors to evaluate underlying profitability and enhances comparability across periods by excluding items that are heavily impacted by investment market fluctuations and other economic factors and are not indicative of operating trends.
Direct Premiums Written (“DPW”) ― reflects the total value of policies issued during a period before considering premiums ceded to reinsurers. Direct premiums written, comprised of renewal premiums, endorsements, and new business, is initially recorded as unearned premium in the balance sheet, which is then earned pro-rata over the next year or remaining policy term. Direct premiums written reflect current trends in the Company’s sale of property and casualty insurance products and amounts that will be recognized as earned premiums in the future.
DPW (Florida) ― includes only DPW in the state of Florida. This measure allows management to analyze growth in our primary market and is also a measure of business concentration risk.
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Expense Ratio (Including Policy Acquisition Cost Ratio and Other Operating Cost Ratio) ― calculated as general and administrative expenses as a percentage of premiums earned, net. General and administrative expenses are comprised of policy acquisition costs and other operating costs, which includes such items as underwriting costs, facilities, and corporate overhead. The expense ratio, including the sub-expense ratios of policy acquisition cost ratio and other operating cost ratio, are indicators to management of the Company’s cost efficiency in acquiring and servicing its business and the impact of expense items to overall profitability.
Losses and Loss Adjustment Expense Ratio or Loss and LAE Ratio ― a measure of the cost of claims and claim settlement expenses incurred in a reporting period as a percentage of premiums earned in that same reporting period. Losses and LAE incurred in a reporting period includes both amounts related to the current accident year and prior accident years, if any, referred to as development. Ultimate losses and LAE are based on actuarial estimates with changes in those estimates recognized in the period the estimates are revised. Losses and LAE consist of claim costs arising from claims occurring and settling in the current period, an estimate of claim costs for reported but unpaid claims, an estimate of unpaid claim costs for incurred-but-not-reported claims and an estimate of claim settlement expenses associated with reported and unreported claims which occurred during the reporting period. The loss and LAE ratio can be measured on a direct basis, which includes losses and LAE divided by direct
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earned premiums, or on a net basis, which includes losses and LAE divided by premiums earned, net (i.e., direct premium earned less ceded premium earned). The net loss and LAE ratio is a measure of underwriting profitability after giving consideration to the effect of reinsurance. Trends in the net loss and LAE ratio are an indication to management of current and future profitability.
Monthly Weighted Average Renewal Retention Rate ― measures the monthly average of policyholders that renew their policies over the period of a calendar year. This measure allows management to assess customer retention.
Premiums Earned, Net ― the pro-rata portion of current and previously written premiums that the Company recognizes as earned premium during the reporting period, net of ceded premium earned. Ceded premiums are premiums paid or payable by the Company for reinsurance protection. Written premiums are considered earned and are recognized pro-rata over the policy coverage period. Premiums earned, net is a measure that allows management to identify revenue trends.
Policies in Force ― represents the number of active policies with coverage in effect as of the end of the reporting period. The change in the number of policies in force is a growth measure and provides management with an indication of progress toward achieving strategic objectives. Inherent seasonality in our business makes this measure more useful when comparing each quarter’s balance to the same quarter in prior years.
Premium in Force ― is the amount of the annual direct written premiums previously recorded by the Company for policies which are still active as of the reporting date. This measure assists management in measuring the level of insured exposure and progress toward meeting revenue goals for the current year, and provides an indication of business available for renewal in the next twelve months. Inherent seasonality in our business makes this measure more useful when comparing each quarter’s balance to the same quarter in prior years.
Return on Average Common Equity (“ROCE”) ― calculated as actual net income (loss) attributable to common stockholders divided by average common stockholders' equity. ROCE is a capital profitability measure of how efficiently management creates profits.
Total Insured Value ― represents the amount of insurance limits available on a policy for a single loss based on all policies active as of the reporting date. This measure assists management in measuring the level of insured exposure.
Unearned Premiums represents the portion of direct premiums corresponding to the time period remaining on an insurance policy and available for future earning by the Company. Trends in unearned premiums generally indicate expansion, if growing, or contraction, if declining, which are important indicators to management. Inherent seasonality in our business makes this measure more useful when comparing each quarter’s balance to the same quarter in prior years.
Weather events an estimate of losses and LAE from weather events occurring during the current accident year that exceed initial estimates of expected weather events when establishing the core loss ratio for each accident year. This metric informs management of factors impacting overall current year profitability.

REINSURANCE

Reinsurance enables our Insurance Entities to limit potential exposures to catastrophic events. Reinsurance contracts are typically classified as treaty or facultative contracts. Treaty reinsurance provides coverage for all or a portion of a specified group or class of risks ceded by the primary insurer, while facultative reinsurance provides coverage for specific individual risks. Within each classification, reinsurance can be further classified as quota share or excess of loss. Quota-share reinsurance is where the primary insurer and the reinsurer share proportionally or pro-rata in the direct premiums and losses of the insurer. Excess-of-loss reinsurance indemnifies the direct insurer or reinsurer for all or a portion of the loss in excess of an agreed upon amount or retention.

Developing and implementing our reinsurance strategy to adequately protect our balance sheet and Insurance Entities in the event of one or more catastrophes while maintaining efficient reinsurance costs has been a key strategic priority for us. In order to limit the Insurance Entities’ potential exposure to catastrophic events, we purchase significant reinsurance from third-party reinsurers and the Florida Hurricane Catastrophe Fund (“FHCF”) and receive the RAP coverage provided by the State of Florida.FHCF. The FLOIR requires the Insurance Entities, like all residential property 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. The Insurance Entities’ respective 2023-2024 reinsurance programs meet the FLOIR’s requirements, which are based on, among other things, successfully demonstrating cohesive and comprehensive reinsurance programs that protect the policyholders of our Insurance Entities as well
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as satisfying a series of stress test catastrophe loss scenarios based on past historical events. Similarly, the Insurance Entities’ respective 2023-2024 reinsurance programs meet the stress test and review requirements of Demotech, Inc., for maintaining Financial Stability Ratings® of “A”A (Exceptional) and of Kroll for maintaining insurer financial strength ratings of “A-”.

We believe the Insurance Entities’ retentions under their respective reinsurance programs are appropriate and structured to protect policyholders. We test the sufficiency of the reinsurance programs by subjecting the Insurance Entities’ personal residential exposures to statistical testing using a third-partythird-party hurricane model, RMS RiskLink v18.1 (Build 1945). 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. TheThe model outputs provide information concerning the potential for large losses before they occur, so companies can prepare for their financial impact. Furthermore, as part of our operational excellence initiatives,initiatives, we continually look to enable new technology to refine our data intelligence on catastrophe risk modeling.
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Effective June 1, 2023, the Insurance Entities entered into multiple reinsurance agreements comprising our 2023-2024 reinsurance program. See “Item 1—Note 4 (Reinsurance).”
UPCIC/APPCIC 2023-2024 All States Reinsurance Program
First event All States retention of $45 million.
All States first event tower extends to $2.831$2.61 billion with no co-participation in any of the layers, no limitation on loss adjustment expenses for the non-catastrophe bond Cosaint Re Pte. Ltd. traditional reinsurance and no accelerated deposit premiums.
Assuming a first event completely exhausts the $2.831$2.61 billion tower, the second event exhaustion point would be $912 million.
Full reinstatement available on $867 million of non-FHCF and non-RAP first event catastrophe coverage for guaranteed second event coverage. For all layers purchased between $45 million and the RAP layer, to the extent that all of our coverage or a portion thereof is exhausted in a catastrophic event and reinstatement premium is due, we have purchased enough reinstatement premium protection ("RPP") limit to pay the premium necessary for the reinstatement of these coverages or have secured a specific second event contract.
First event layer of 100% of $66 million in excess of $45 million established by Universal in captive insurance arrangement. While the Company retains the risk that otherwise would be transferred to third-party reinsurers for this layer, the additional risk is substantially offset by the savings in premiums that would otherwise have been paid to third-party reinsurers.
Specific 2nd event private market excess of loss coverage of $66 million in excess of $45 million sitting behind captive arrangement.
Specific 3rd and 4th event private market catastrophe excess of loss coverage of $86 million in excess of $25 million provides frequency protection for multiple events during the treaty period including a $20 million reduction in retention for a 3rd and 4th event.
For the FHCF Reimbursement Contracts effective June 1, 2023, both UPCIC and APPCIC have continued the election of the 90% coverage level. We estimate theThe total mandatory FHCF layer will provideprovides approximately $1.521$1.316 billion of coverage for UPCIC, which insuresinures to the benefit of the open market coverage secured from private reinsurers and Cosaint Re Pte. Ltd (covers UPCIC only) and we estimate the total mandatory FHCF layer will provideprovides approximately $25.2$22.5 million of coverage for APPCIC, which insuresinures to the benefit of the open market coverage secured from private reinsurers.
For the participation in the RAP program for the 2023-2024 period, we estimate the total RAP layer will provideprovides approximately $219.2$202.8 million of coverage for UPCIC and $3.6$3.5 million of coverage for APPCIC, both of which inure to the benefit of the open market coverage secured from private reinsurers.
To further insulate future years, UPCIC has secured $277 million of catastrophe capacity below the FHCF, with contractually agreed limits that extend coverage to include the 20242023 wind season. UPCIC’s catastrophe bond, secured leading up to the 2021-2022 renewal, Cosaint Re Pte. Ltd, continuescontinued to provide one limit of $150 million in this year’s program and is in its third and final year.during the 2023-2024 program. Refer to Note 15 (“Subsequent Events”) for details of the commutation.
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Reinsurers

The table below provides the A.M. Best and S&P financial strength ratings for each of the largest rated third-party reinsurers in UPCIC’s/APPCIC’s 2023-2024 all states reinsurance program:

ReinsurerA.M. BestS&P
Allianz Risk TransferFlorida Hurricane Catastrophe Fund (1)A+AA
Chubb Tempest Reinsurance Ltd.A++AA
Markel Bermuda Ltd.N/AN/A
Renaissance Reinsurance Ltd.A+A+
Various Lloyd’s of London SyndicatesAA+
Florida Hurricane Catastrophe Fund (1)Munich Reinsurance America Inc.A+AA-
N/ADaVinci Reinsurance Ltd.AA+
N/Renaissance Reinsurance Ltd.A+A+
Chubb Tempest Reinsurance Ltd.A++AA
Allianz Risk Transfer AG. Bermuda BranchA+AA
Markel Bermuda Ltd.AA
(1)No rating is available, because the fund is not rated.

The cost of the 2023-2024 all states reinsurance programs for UPCIC and APPCIC is projected to be $624$620.6 million, prior to any potential reinstatement premiums due, and represents approximately 31.8%31.97% of projected direct premium earned for the 12-month treaty period.
Commutations

Each insurance company participating inDuring the FHCF is required by Florida regulations and its contract with the FHCF to begin the processthird quarter of commuting the parties’ respective contractual obligations no later than sixty (60) months after the end of a contract year. The commutation process for the FHCF’s 2017-18 contract year began June 1, 2023. On that date,2023, the Insurance Entities submitted their respective final reportsentered into commutation agreements with certain of paid losses subject to reimbursement by the FHCF due to Hurricane Irma’s occurrenceits reinsurers, which resulted in the 2017-18 FHCF contract year.receipt of cash to settle estimated obligations otherwise recoverable under the reinsurance agreements resulting in no gain or loss. The Insurance Entities also reportedcommuted their respective estimates of outstanding covered losses and covered losses that were incurred but not yet reported (“IBNR,” and together2017/18 reimbursement contracts with paid and outstanding losses the “Ultimate Incurred Loss”) as of June 1, 2023. The commutation process will result in a final evaluation and estimate of the Ultimate
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Incurred Loss, leading to the Insurance Entities’ and the FHCF’s settlement and release of obligations arising from the 2017-18 FHCF contract. The FHCF’s procedure provides for the insurer and the FHCF to first discuss the estimates and seek to agree on the present value of the expected outstanding losses and IBNR. If these discussions do not result in an agreement, the determination will be made by a three-member panel of actuaries in accordance with a procedure set forth incontractual requirement for commutation to commence no later than five years following the FHCF contract.

The amountend of the Insurance Entities’ Ultimate Incurred Loss attributable to 2017-18 FHCFrelevant reimbursement contract year is not fully knownyear. The other commutations were mutually agreed upon and is subject to uncertainties. The Insurance Entities have long maintained and periodically update claims and data procedures for reporting covered losses to the FHCF. In anticipation of submitting their final proofs of loss as of June 1, 2023, the Insurance Entities reviewed and refined these procedures and the resulting data in accordanceentered into with FHCF requirements, including areas identified by the FHCF to participating insurers as common reporting errors observed in its examinations (which, according to FHCF reports, includes more than 80 examinations of participating insurers’ Hurricane Irma loss reports). This review resulted in adjustments to the Insurance Entities’ procedures and data. Additionally, the Insurance Entities’ estimates of Ultimate Incurred Loss depend on factors that are inherently difficult to quantify, including considerations unique to Hurricane Irma and the Florida property insurance market that have caused and might continue to cause losses attributable to the 2017-18 contract year to differ from historical patterns, experience in other states, and experience in prior private market or FHCF commutations. There is no assurance that the Insurance Entities have been or will be able to accurately estimate the Ultimate Incurred Loss, thatthird-party reinsurers when the Insurance Entities and reinsurers deemed the FHCF will agreecommutations to be in their respective best interests, with the most recent commutation becoming effective on January 1, 2024. Whether as a contractual obligation (in the present valuecase of the Ultimate Incurred Loss,FHCF) or thatthrough mutual agreement (in the Ultimate Incurred Loss will develop in ancase of third-party reinsurers), commutation is a process by which a ceding insurer and assuming reinsurer evaluate and agree upon, or otherwise determine, a final payment amount equal to or less than the amount for which the Insurance Entities are reimbursed.

The Insurance Entities commute reinsurance contracts from time to time, including FHCF contracts as and when required by the contracts and related regulations. The Insurance Entities currently do not anticipate having covered losses from Hurricane Michael exceeding their applicable FHCF attachment points and therefore do not currently expect that commutation of their respective 2018-19 FHCF contracts will involve the commutation processes described abovedue to the same extent. Although the Insurance Entities also do not currently have paid losses from Hurricane Ian exceeding their respective FHCF attachment points in their 2022-23 FHCF contracts, UPCIC has projected that its Ultimate Incurred Loss will exceed its FHCF attachment point. Accordingly, assuming its paid losses ultimately exceed its FHCF attachment point, and subject to any intervening changes in FHCF regulations or procedures, UPCIC will commute its 2022-23 FHCFceding insurer under a reinsurance/reimbursement contract in exchange for a process similarrelease of the assuming reinsurer from all future obligations to that described above beginning not later than June 1, 2028.pay ceded losses under the commuted contract.
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RESULTS OF OPERATIONS AND ANALYSIS OF FINANCIAL CONDITION
Highlights for the quarter ended June 30, 2023
The Insurance Entities successfully secured a combined 2023-2024 all states reinsurance program providing a total limit protection of $2.8 billion to the Insurance Entities. The limits include use of the internal captive insurance entity. The estimated cost to the Insurance Entities, as a percentage of estimated direct premium earned for the 12-month treaty period decreased from 37.6% of estimated premiums to 31.8% for the 2023-2024 program, with no accelerated deposit premiums.March 31, 2024
Rate filings and automatic policy inflation adjustments to policy insured values are increasing written and earned premium as the new rates and property insured values take effect on policy renewals and new business, and earn prospectively over the policy period.
Management has beenis continuing its efforts to prudently managingmanage new and renewal business risk selection improvingand improve risk exposure diversification, and moderating new business growth rates, compared to prior years, while rate increases are taking effect to improve profitability. As a result of management’s efforts to manage exposures and in conjunction with competition from Citizens, the number of total policies in force has been decreasing, partially offsetting increases in written and earned premium driven by rate increases and inflation increases to insured values. Management has recently workedrevised new business binding guidelines to open up additionalfacilitate increased new business in most Florida territories in Florida as rate increases earn in and the benefits of recent favorable Florida legislation takes affect.take effect, resulting in an increase in policies in-force in the quarter.
Net investment income increased as cash and maturing interest earning investments are redeployed into higher interest rates.
The losses and LAE, net ratio was 73.8% this quarter compared to 72.3% in the same period last year. The increaseDeclared dividends per common share of 1.5 loss ratio points was primarily due to an increase in net prior year development.
Other operating expenses and acquisition cost management efforts along with higher premiums from rate increase actions have lowered the expense ratio. Over the past two years, commissions$0.16 on February 8, 2024, paid on renewal policies in Florida have been reducedMarch 15, 2024, to 8% from 12% two years ago. The rollout to this new lower commission rate was concluded in May 2023. The benefitshareholders of lower commission rates is realized over twelve monthsrecord as policies are renewed underof the lower commission rate structure.close of business on March 8, 2024.
The Company continued to return shareholder value with quarterly dividends andrepurchased 208,010 shares for a total of $4.1 million, or $19.90 per share repurchases. Also, duringin the first quarter of 2024, completing the Company approved2025 repurchase program totaling $20.0 million. On March 12, 2024, the Board of Directors authorized a new share repurchase plan permitting share repurchases notprogram under which the Company may repurchase up to exceed $20$20.0 million during the period June 12, 2023 until June 10, 2025.of its outstanding shares of common stock through March 11, 2026.
The Company entered into a June 30, 2023 committed, unsecured $40.0 million (previously$37.5 million) revolving credit line with JP Morgan Chase Bank N.A. As of June 30, 2023,Costs for reinsurance in Q1 2024 benefited from the Company has not borrowed any amount under this revolving loan.no cost reinsurance protection provided by Florida’s RAP program.
Demotech reaffirmed its A rating for UPCIC filed its initial rate filing in Wisconsin (a new expansion state in 2023), which was subsequently approved.
UPCIC filed with its regulators in Hawaii to withdraw from the state. There are approximately 1,459 policies in Hawaii as of June 30, 2023. The withdrawal and nonrenewal of policies in Hawaii are expected to be completed within a year.
In December 2022, the Florida legislature enacted new legislation intended to improve the Florida insurance market by making changes to the property insurance claims process, including the repeal of policyholders’ statutory one-way right to attorneys’ fees in property insurance claims and the elimination of the assignment of benefits, which have been driving up claims costs and loss adjustment expenses over the past several years. In the 2023 regular legislative session, the Florida legislature supplemented these reforms with additional statutory changes that became effective in May 2023. We are optimistic these changes will improve the claims environment in Florida as the changes become effective.

APPCIC on January 22, 2024.

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SecondFirst quarter of fiscal 20232024 results of operations comparisons are to secondfirst quarter of fiscal 20222023 (unless otherwise specified).
Results of Operations Three Months Ended June 30, 2023March 31, 2024 Compared to Three Months Ended June 30, 2022March 31, 2023
Net income was $33.7 million for the three months ended June 30, 2023 was $28.6 millionMarch 31, 2024, compared to $7.4net income of $24.2 million for the same period in 2022.2023. Benefiting the quarter were increases in premiums earned, net, an increase in net investment income, an increase in commission revenue, realized and unrealized gains during the second quarter of 2023 compared to realized and unrealized losses in the same period of the prior year, an increase in other revenue and a reduction in general and administrative expenses offset by a decrease in policy fees,on investments, and an increase in lossespolicy fees, partially offset by an increase in operating costs and LAE.expenses, and a decrease in commission revenue. Direct premium earned and premiums earned, net were up 8.1%5.9% and 9.5%18.4%, respectively compared to direct premium earned and premiums earned in the first quarter of 2023, due to premium in force growth in the majority of16 states in which we are licensed and writing during the past 12 months mostly as a result of rate increases implemented during 2022 and 2023. Thepast years, in addition to an increase in policies in force in 12 states. Premiums earned, net, loss and LAE ratio was 73.8%were also favorably impacted by a decrease in reinsurance expenses for the three months2023-2024 contract year primarily due to the Insurance Entities’ mandatory participation in Florida’s RAP program, which allowed insurers to access a layer of reinsurance coverage below the FHCF industry retention at no cost to the insurers. The lower reinsurance costs, effective June 1 2023, have a favorable effect on financial ratios which are based on net earned premium. For the quarter ended June 30, 2023, comparedMarch 31, 2024, the loss ratio declined to 72.3%71.9% from 73.1% for the same period in 2022 reflecting2023 primarily due to an increase in premiums earned, net, a decrease in adverse prior year reserve development, partially offset by a higher net prior years’ reserve development.direct loss ratio for the current accident year. See 2024 Reinsurance Ratio Benefit noted below. As a result of the above and as further explained below, the combined ratio for the three months ended June 30, 2023March 31, 2024 was 99.1%95.5% compared to 100.9%100.0% for the three months ended June 30, 2022. Also see the discussion above under “Overview—March 31, 2023. See “Overview—Trends and Geographical Distribution—Florida Trends” regarding our response to the Florida market.
A detailed discussion of our results of operations follows the table below (in thousands, except per share data).
 Three Months Ended
June 30,
Change
 20232022$%
REVENUES
Direct premiums written$547,126 $532,527 $14,599 2.7 %
Change in unearned premium(83,802)(103,722)19,920 (19.2)%
Direct premium earned463,324 428,805 34,519 8.1 %
Ceded premium earned(160,050)(151,744)(8,306)5.5 %
Premiums earned, net303,274 277,061 26,213 9.5 %
Net investment income11,282 5,221 6,061 116.1 %
Net realized gains (losses) on investments882 (725)1,607 NM
Net change in unrealized gains (losses) of equity securities1,731 (8,884)10,615 NM
Commission revenue14,986 11,404 3,582 31.4 %
Policy fees5,384 5,940 (556)(9.4)%
Other revenue2,031 1,989 42 2.1 %
Total revenues339,570 292,006 47,564 16.3 %
OPERATING COSTS AND EXPENSES  
Losses and loss adjustment expenses223,727 200,304 23,423 11.7 %
General and administrative expenses76,675 79,291 (2,616)(3.3)%
Total operating costs and expenses300,402 279,595 20,807 7.4 %
Interest and amortization of debt issuance costs1,629 1,731 (102)(5.9)%
INCOME (LOSS) BEFORE INCOME TAXES37,539 10,680 26,859 251.5 %
Income tax expense (benefit)8,973 3,310 5,663 171.1 %
NET INCOME (LOSS)$28,566 $7,370 $21,196 287.6 %
Other comprehensive income (loss), net of taxes(5,866)(29,656)23,790 (80.2)%
COMPREHENSIVE INCOME (LOSS)$22,700 $(22,286)$44,986 NM
DILUTED EARNINGS (LOSS) PER SHARE DATA:  
Diluted earnings (loss) per common share$0.93 $0.24 $0.69 287.5 %
Weighted average diluted common shares outstanding30,659 30,883 (224)(0.7)%
NM – Not Meaningful

 Three Months Ended
March 31,
Change
 20242023$%
REVENUES
Direct premiums written$446,179 $410,102 $36,077 8.8 %
Change in unearned premium35,893 45,266 (9,373)(20.7)%
Direct premium earned482,072 455,368 26,704 5.9 %
Ceded premium earned(148,047)(173,144)25,097 (14.5)%
Premiums earned, net334,025 282,224 51,801 18.4 %
Net investment income13,523 10,698 2,825 26.4 %
Net realized gains (losses) on investments(77)(788)711 (90.2)%
Net change in unrealized gains (losses) on investments3,106 957 2,149 224.6 %
Commission revenue11,033 17,282 (6,249)(36.2)%
Policy fees4,405 4,167 238 5.7 %
Other revenue1,944 1,968 (24)(1.2)%
Total revenues367,959 316,508 51,451 16.3 %
OPERATING COSTS AND EXPENSES  
Losses and loss adjustment expenses240,187 206,154 34,033 16.5 %
General and administrative expenses78,666 75,927 2,739 3.6 %
Total operating costs and expenses318,853 282,081 36,772 13.0 %
Interest and amortization of debt issuance costs1,622 1,636 (14)(0.9)%
INCOME (LOSS) BEFORE INCOME TAXES47,484 32,791 14,693 44.8 %
Income tax expense (benefit)13,827 8,618 5,209 60.4 %
NET INCOME (LOSS)$33,657 $24,173 $9,484 39.2 %
Other comprehensive income (loss), net of taxes(2,542)13,791 (16,333)NM
COMPREHENSIVE INCOME (LOSS)$31,115 $37,964 $(6,849)(18.0)%
DILUTED EARNINGS (LOSS) PER SHARE DATA:  
Diluted earnings (loss) per common share$1.14 $0.79 $0.35 44.3 %
Weighted average diluted common shares outstanding29,404 30,626 (1,222)(4.0)%
NM – Not Meaningful
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Revenues
Direct premiums written increased by $14.6$36.1 million, or 2.7%8.8%, for the quarter ended June 30, 2023,March 31, 2024, driven by premium growth within our Florida business of $3.8$17.5 million, or 0.8%5.2%, and premium growth in our other states business of $10.8$18.6 million, or 13.6%25.6%, as compared to the same period during the prior year. Rate increases approved in 20222023 and 20232024 for Florida and for certain other states and policy inflation adjustments were the principal driver of higher written premiums. The slower rate of growthpremiums in the second quarter of 2023 comparedaddition to prior quarters reflects management’s intent to effectively manage new and renewal business as well as the competitive advantage of Citizens, where rates are frequently lower than those availablean increase in the admitted market.policies in force in 12 other states. In total, policies in force declined 39,171,increased 10,146, or 4.6%1.3%, from 848,856809,932 at December 31, 20222023 to 809,685820,078 at June 30, 2023.March 31, 2024. A summary of the recent rate increases which are driving increases in written premium the Florida marketplace and competition from lower cost policies offered by Citizens is discussed above under “—Overview—“Overview—Trends and Geographical Distribution—Florida Trends.”
Rate changes are applied on new business submissions and renewals from the effective date of their renewal, and then are earned subsequently over the policy period. The recent rate and inflation increases in Florida are in response to rising claim costs in recent years driven by higher costs of material and labor associated with claims, the cost of weather events, the rising cost of catastrophe and other reinsurance protecting policyholders and, more importantly, the prevalence of represented and litigated claims in Florida. Due to the time associated with analyzing data, preparing, and submitting rate filings, implementing new rate levels and earning the corresponding premiums, the Insurance Entities’ rate adjustments typically lag behind their experience by months or even years. In addition, the Insurance Entities’ policies provide for coverage limits to be adjusted at renewal which adjust insured value coverage limits for the impact of changes in inflation occurring since the prior renewal. This is based on third-party industry data sources that monitor inflation factors such as changes in costs for residential building materials and labor.
During 2023, management continued effortsManagement continues to prudently manage policy counts and exposures intended to slowcontrol the growth of certain exposures relating to new business comparedbusiness. Rate increases continue to prior years while filed rate increases are taking effect. Reducedtake effect, and new business writingsunderwriting rules are reviewed and updated as needed in the impact of selected policy non-renewals, as well as the effect of Citizens’ statutory rate caps in suppressing its rates below those of the admitted market, have resulted in a declinestates we underwrite in. This quarter we saw an increase in policies in force of 10,146, or 1.3% during the quarter of 18,296, or 2.2%,2024 from 827,981809,932 at December 31, 2023 to 820,078 at March 31, 2023 to 809,685 at June 30, 2023.2024. Direct premiums written continue to increase across the majority of states in which we conduct business due to rate increases.business. As a result of our business strategy, rate changes and disciplined underwriting initiatives, year over year we have seen aan overall decrease in policies in force a decrease in total insured value andthe aggregate, but an increase in premium in force.force, and an increase in total insured value in a majority of states for the past two years. We were authorized to writeactively wrote policies in 1918 states during boththe first quarter of the second quarters of 2023 and 2022.2024. In addition, we are authorized to do business in Tennessee and Wisconsin. In 2023, UPCIC filed with plans to submit product filingsits regulators in that state, and have submitted an initial rate filing in Wisconsin which was subsequently approved. UPCIC has filedHawaii to withdraw its authorityfrom the state, with the withdrawal and nonrenewal of policies expected to write policies in Hawaii, and has commenced a planbe completed by the end of 2024. Compared to non-renew all of its policies in Hawaii (1,459 policies as of June 30, 2023). At June 30,March 31, 2023, at March 31, 2024, policies in force decreased 84,933by 7,903 policies, or 9.5%1.0%; premium in force increased $112.5$101.1 million, or 6.4%5.4%; and total insured value decreased $2.6increased $8.5 billion, or 0.8%2.6%, compared to June 30, 2022.
The following table provides direct premiums written for Florida and Other States for the three months ended June 30, 2023 and 2022 (dollars in thousands):
For the Three Months Ended
June 30, 2023June 30, 2022Growth
year over year
StateDirect
 Premiums Written
%Direct
 Premiums
Written
%$%
Florida$456,984 83.5 %$453,168 85.1 %$3,816 0.8 %
Other states90,142 16.5 %79,359 14.9 %10,783 13.6 %
Total$547,126 100.0 %$532,527 100.0 %$14,599 2.7 %

We seek to prudently grow and generate long-term rate adequate premium in each state where we offer policies. Our diversification strategy seeks to increase business outside of Florida and to improve geographical distribution within Florida.
Direct premium earned increased by $34.5$26.7 million, or 8.1%5.9%, for the quarter ended June 30, 2023,March 31, 2024, reflecting the earning of premiums written over the past 12 months, including the benefit of rate changes due to primary rate filings, filings to cover increased reinsurance costs as well as policy premium adjustments due to increases in insured values caused by inflation.
Reinsurance
Reinsurance enables our Insurance Entities to limit potential exposures to catastrophic events and other covered events. The Ceded premium represents premiums paid to reinsurers for this protection and is a cost which reduces net written and net earned premiums. Hurricane Ian triggered reinstatement premiums, increasing ceded premium written by $24.6 million which was earned from September 28, 2022 through May 31, 2023, increasing ceded premium earned for the second quarter of 2023 by $6.0 million. In total, ceded premium earned increased $8.3decreased $25.1 million, or 5.5%14.5%, for the quarter ended June 30, 2023,March 31, 2024 as compared to the same period of the prior year. The increasedecrease in reinsurance costs reflects several factors, including the reinstatement premium for Hurricane Ian and an increaseInsurance Entities’ mandatory participation in the value of exposures we insure; increased pricingRAP program for the 2022-20232023/2024 reinsurance program, which expired onallowed insurers to access a layer of reinsurance coverage that is below the FHCF industry retention at no cost to the insurer. In exchange, the Insurance Entities adopted a 1.4% one-year rate reduction. Also benefiting reinsurance costs in Q1 2024 was the absence of reinstatement premiums, In September 2022, reinstatement premiums totaling $24.6 million were written, and were earned prospectively through May 31, 2023, when compared 2021-2022 reinsurance program which expired on May 31, 2022, and differences in the structure and design of the respective programs partially offset by lowerincreasing reinsurance costs in June 2023 with the commencementsame quarter of the 2023-2024 contract period.prior year. Reinsurance costs, as a percentage of direct premium earned, decreased from 35.4% for38.0% in the three
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months ended June 30, 20222023 to 34.5% for30.7% during the three months ended June 30, 2023.current quarter. Reinsurance costs associated with each year’s reinsurance program are earned over the annual policy period which typically runs from June 1st to May 31st. See the discussion above for the Insurance Entities’ 2023-2024 reinsurance programs and “Item 1—Note 4 (Reinsurance).”
Premiums2023 Reinsurance Ratio Benefit
Costs for reinsurance in the first quarter of 2024 were lower than those in the same period in 2023 because of Florida’s RAP program in the 2023-2024 reinsurance program. This is a one time, no cost reinsurance benefit to the Insurance Entities which in exchange provided a rate decrease to policyholders of approximately 1.4%. The lower reinsurance costs, effective June 1 2023, have a favorable effect on financial ratios which are based on net earned net of ceded premium earned, grew by 9.5%, or $26.2 million, to $303.3premium.
Investment Results
Net investment income was $13.5 million for the three months ended June 30, 2023, reflecting an increase in direct premium earned partially offset by increased costs for reinsurance.
Net investment income was $11.3 million for the three months ended June 30, 2023,March 31, 2024, compared to $5.2$10.7 million for the same period in 2022,2023, an increase of $6.1$2.8 million, or 116.1%26.4%. Invested cash balances, along with liquidity generated by our investment portfolio from new deposits and maturities, principal repayments, and interest payments received, throughout 2022 and into 2023 waswere invested atin higher rates, resulting in an increase in investment returns on our portfolio and cash balances.
We look to optimize our investment portfolio on a rolling basis, which, from time-to-time, results in portfolio restructuringshaping opportunities. During the three months ended June 30, 2023,March 31, 2024, sales of available-for-sale debt securities resulted in net realized losses of $21 thousand and sales of equity securities resulted in net realized gains of $0.9 million, in total generating net realized gains of $0.9 million during the second quarter of 2023. During the three months ended June 30, 2022, sales of available-for-sale debt securities resulted in net realized losses of $0.9 million and sales$77.0 thousand.
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Table of equity securities resulted in net realized gains of $0.2 million, in total generating net realized losses of $0.7 million during the second quarter of 2022. See “Item 1—Note 3 (Investments).”Contents

There was a $1.7$3.1 million net unrealized gain in equity securitieson investments during the three months ended June 30, 2023,March 31, 2024, largely driven by our portfolio optimization efforts in the public equity markets, coupled with the overall domestic equity market appreciation tailwind during 2024, compared to a $8.9$1.0 million net unrealized loss in equity securitiesgain on investments during the three months ended June 30, 2022.March 31, 2023.
Total invested assets were $1.20 billion as of March 31, 2024 compared to $1.16 billion as of December 31, 2023. The increase is primarily attributable to unrealized gains on our equity portfolio, and increases in net investment income, partially offset by pricing weakness in our Fixed Income portfolio as inflation uncertainty continues. Cash and cash equivalents were $396.3 million at March 31, 2024 compared to $397.3 million at December 31, 2023, a decrease of 0.2%. See belowAnalysis of Financial Condition” for more information. Cash and cash equivalents are invested short-term until needed to settle loss and LAE payments, reinsurance premium payments, and operating cash needs, or until they are deployed by our investment advisors.
Commissions, Policy Fees and Other Revenue
Commission revenue is comprised principally of brokerage commissions we earn from traditional open market third-party reinsurers, which excludes reinsurance provided by the State of Florida and reinsurance provided by Cosaint Re (catastrophe bond).as well as catastrophe bond participants. Commission revenue is earned pro-rata over the reinsurance policy period which runs from June 1st to May 31st of the following year. Reinstatement premiums for Hurricane Ian resulted in $13.1 million of additional brokerage commissions which was earned from September 28, 2022 through May 31, 2023, increasing brokerage commission revenue earned by $3.2 million for the second quarter of 2023. For the three months ended June 30, 2023,March 31, 2024, commission revenue was $15.0$11.0 million, compared to $11.4$17.3 million for the three months ended June 30, 2022.March 31, 2023. The increasedecrease in commission revenue of $3.6$6.2 million, or 31.4%36.2%, for the three months ended June 30, 2023March 31, 2024 was primarily due to additional commissions fromon reinstatement premiums attributable to Hurricane Ian reinstatement premiums and towhich were earned through May 31, 2023, which increased commissions from third-party reinsurers earned on increased reinsurance premiums which is attributable to growthcommission revenue in our insured values, as well as the difference in pricing and structure associated with our reinsurance program whenQ1 2023 compared to the prior year.Q1 2024 where there were no reinstatement premiums.
Policy fees for the three months ended June 30, 2023March 31, 2024 were $5.4$4.4 million compared to $5.9$4.2 million for the same period in 2022.2023. The decrease of $0.5$0.2 million, or 9.4%5.7%, was the result of a decreasean increase in the combined total number of new and renewal policies written during the three months ended June 30, 2023March 31, 2024 compared to the same period in 20222023 in states wherein which we are permitted to charge this fee.
Other revenue, representing revenue from policy installment fees, premium financing, and other miscellaneous income, was relatively flat$1.9 million for the three months ended June 30, 2023March 31, 2024 compared to $2.0 million for the same period in 2022.2023.
Non-GAAP
Core revenue, representing total GAAP revenue, excluding net realized gains (losses) on investments and net changes in unrealized gains (losses) of equity securities,on investments, was $337.0$364.9 million for the three months ended June 30, 2023March 31, 2024 compared to $301.6$316.3 million for the same period in 2022. The increase in core revenue primarily stems from higher net premiums earned, net investment income and commission revenue.2023.
Operating Costs and Expenses
Losses and Loss Adjustment Expenses

Losses and LAE experience over the past several years including both 2024 and 2023, reflects an adverse litigation environment as well as other market conditions in Florida that the Florida Legislature has attempted to address through the passage of legislation spanning several years, with the most significant changes made during a special session held in December 2022. See “Overview—Trends and Geographical Distribution—Florida Trends.”
Losses and LAE, net of reinsurance recoveries was $223.7$240.2 million for the three months ended June 30, 2023,March 31, 2024, resulting in a net loss ratio of 71.9%, compared to $200.3$206.2 million, and 73.1%, respectively, for the three months ended June 30, 2022. TheMarch 31, 2023. For the three months ended March 31, 2024, the decline in net losses and LAE ratio was 73.8% this quarter compared to 72.3% in the same period last year. The increase of 1.5 loss ratio points was primarily due to an increase is direct earned premium driven by rate increases and reduced reinsurance costs which has resulted in net prior year development as net claim development exceeded amounts previously estimated particularly for Hurricanes Irma and Sally, partly offset by a lower current accident yearimprovements to the net loss ratio. See “— Item 1—NoteReinsurance Ratio Benefit noted above.
When compared to the prior year quarter, in Q1 2024 management increased the gross loss pick by 4 (Reinsurance)”loss ratio points at UPCIC to align with full year loss trends for additional details.2023. The quarter ended March 31, 2024, also benefited from the absence of prior year development during Q1 2024 compared to the prior year quarter.

Losses and LAE experience inIn recent years, includingwe have strengthened reserves and increased our ratio for estimated losses as a result of adverse development due to Florida homeowners’, tenants’, and condominium owners’ coverages arising from non-weather and weather events. Similar to other carriers operating in the second quarterFlorida homeowner’s marketplace, we have experienced deterioration in water and hurricane claims due to an unfavorable claims environment characterized by increases in policyholder demands related to roof repairs and significant attorney representation. In 2023, adverse development was due to represented and litigated claims, and Florida weather claims for accident years 2017 and later. One of management’s objectives is to strengthen reserves on those prior period claims, when needed, which do not benefit from the new legislation signed in late 2022 that eliminated the one-way attorneys’ fee statute and assignments of benefits, established a one-year reporting period for claims, and made other reforms intended to improve the Florida market. During the three months ended March 31, 2024, management did not find the need to strengthen prior year net reserves resulting in zero prior year net development, compared to $3.3 million for the same period in 2023, reflectsor 1.2 net loss ratio points. We continue to see favorable claim trends on Florida losses that occurred subsequent to the financial impactseffective date of rising claim costs under prior Florida law and other market conditionsrecent legislation (December 16, 2022) enacted in Florida, which was intended to curtail the impact of certain abusive claims practices. However, prior years' claims not covered by the new legislation have greater uncertainty, and as such those claims in the aggregate have the potential to experience adverse development, as claims have settled above previously estimated amounts.
We believe the legislation passed in late 2022 represents a positive step towards reducing claim costs in Florida Legislature has been attemptingand management is optimistic about its eventual benefits. However, the full transition to address withthese new laws will take many years. Many of the passage of legislation spanning several years. The most recent and significant statutory changes were made during a special legislative session held in December 2022. Also see the discussion above under “Overview—Trends” regarding our response to the Florida market.

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Priorapply only prospectively and provide only marginal benefit for claims filed prior to the new laws’ effective date. The transition to the new laws therefore involves first renewing policies during the year development was $13.8 million infollowing the second quarter ended June 30, 2023 comparedeffective date, such that the policies, and subsequent claims under those policies, are governed by the new requirements. As for prior policy periods, insurers must continue to $3.7 million inadjust claims under the second quarterprior laws that were subject to abuse while awaiting the expiration of 2022. Theclaim reporting periods and statute of limitations periods applicable to those policies. Therefore, it will be several years until the abusive claim practices permitted under the prior laws, including those resulting from requiring insurance companies to pay claimants’ litigation costs, are fully extinguished and the full benefit of the new legislation can be realized.
All other losses and LAE-net, excluding prior year increase in loss and LAE estimates reflects differences in the settlement of prior gross and ceded claims compared to previous estimates particularly related to non-CAT weather events and Hurricanes Irma and Sally, which predate the most significant reform legislation and have not benefited significantly from the statutory changes.

Losses and LAE, netdevelopment, for the current accident yearwas $209.9 are estimated to be $240.2 million or 69.271.9% net loss ratio points for the three months ended June 30, 2023,March 31, 2024, compared to $196.6$202.8 million, or 71.071.9 net loss ratio points for the three months ended June 30, 2022. Management increased its estimate of expected losses forsame period in 2023. See the 2023 accident year in the second quarter by 2.5 loss2024 ratio points relating to business written by UPCIC.benefit noted above. This increase is before the financial benefit generated from claims service operations as discussed below. This increase took into consideration several factors including historical and recent losses and LAE experience, including claims payment patterns, trends in LAE and weather trends in the current accident year. Also see the discussion above under “Overview—Trends” regarding our response to the Florida market.

Current accident year losses and LAEcategory also reflect a financial benefitreflects savings from activities performed by the claims affiliateaffiliates within our holding company system on behalf of our Insurance Entities and our reinsurers when losses and LAE are ceded under our reinsurance contracts. TheWhen claims are adjusted by our claims team and files handled by our legal group in this litigious environment in Florida, there are synergies achieved by having these two functions within the same consolidated group that could not be achieved through third parties. This synergistic relationship results in more efficient handling and coordination of claims including represented claims handled by our legal group of close to 500 employees. By choosing not to outsource these activities, we also save money for the consolidated group by generating a potential financial benefit is reflected as a reductionoutside of the Insurance Entities that serves to the current accident yearreduce LAE at the consolidated level.level (contra LAE), particularly following catastrophes. During the three months ended June 30, 2023,2024 these claims relatedclaims-related activities generated a financial benefitcharge of $25.0$0.3 million compared to a financial lossbenefit of $0.2$5.8 million during the three months ended June 30, 2022.

Historically, our net losses and LAE experience, including from Hurricane Irma, has been largely mitigated by ceding losses from hurricanes to reinsurers including the FHCF. See discussion in “—REINSURANCE” section above for a discussion about the pending commutation with the FHCF for the 2017-2018 treaty period. As of June 1, 2023, we began the FHCF commutation process which ultimately will result in a final determination of and payment for known and unknown or unreported claims from Hurricane Irma, effective as of the commutation date, with a potential in the future for gain or loss as final claim settlements vary from amounts used in the determination of the commutation amount. The Florida litigation environment under prior laws has made it difficult to determine an estimate for the value of the ultimate liability on Irma claims. As a result, the amount agreed upon or determined in commutation may not be sufficient to absorb the financial impact of final claim settlements on all Hurricane Irma claims, as those claims settle in the future.March 31, 2023.
General and Administrative Expenses
For the three months ended June 30, 2023,March 31, 2024, general and administrative expenses were $76.7$78.7 million compared to $79.3$75.9 million during the same period in 2022,2023, as follows (dollars in thousands):
Three Months Ended   Three Months Ended 
June 30,Change March 31,Change
20232022$% 20242023$%
$Ratio$Ratio   $Ratio$Ratio 
Premiums earned, netPremiums earned, net$303,274  $277,061  $26,213 9.5 %Premiums earned, net$334,025   $282,224   $51,801 18.4 18.4 %
General and administrative expenses:General and administrative expenses:      General and administrative expenses:      
Policy acquisition costsPolicy acquisition costs52,006 17.2 %54,100 19.5 %(2,094)(3.9)%Policy acquisition costs54,821 16.4 16.4 %51,691 18.3 18.3 %3,130 6.1 6.1 %
Other operating costsOther operating costs24,669 8.1 %25,191 9.1 %(522)(2.1)%Other operating costs23,845 7.2 7.2 %24,236 8.6 8.6 %(391)(1.6)(1.6)%
Total general and administrative expensesTotal general and administrative expenses$76,675 25.3 %$79,291 28.6 %$(2,616)(3.3)%Total general and administrative expenses$78,666 23.6 23.6 %$75,927 26.9 26.9 %$2,739 3.6 3.6 %
General and administrative expenses decreasedincreased by $2.6$2.7 million, which was the result of a decreasean increase in policy acquisition costs of $2.1$3.1 million andoffset by a decrease in other operating costs of $0.5$0.4 million. The total general and administrative expense ratio was 25.3%23.6% for the three months ended June 30, 2023March 31, 2024 compared to 28.6%26.9% for the same period in 2022.

2023. See Reinsurance Ratio Benefit note above.
The decreaseincrease in policy acquisition costs of $2.1$3.1 million reflectswas primarily driven by commissions as a reductionresult of increases in premium volume in Florida and other states. New and renewal policies written in the commission rate paid to agents on the renewalfirst quarter of Florida policies, which was reduced2024 increased by two percentage points from 10% to 8% effective May 1, 2022, which benefited future periods as the new rate structure applied prospectively. Additionally, benefiting the reduction, there was a lower level of new business policies written, which pays a higher commission rate. The decrease in the Florida renewal commission rate paid to agents and lower level of new business also reduced the ratio of policy acquisition costs to net premiums earned.6.4% year over year.
The decrease in other operating costs of $0.5 million was largely driven by lower performance bonuses partiallyfavorable experience in our self-insured employee medical plan. This decrease was offset by an increaseincreases in stock based compensation, policy issuance costs stock-based compensation, legal and consulting fees. The other operating cost ratio was 8.1%7.2% for the three months ended June 30, 2023,March 31, 2024, compared to 9.1%8.6% for the same period in 2022 decrease2023 due to economies of scale as a resultthe premium base increases from rate increases as well as the lower cost of premium growth.reinsurance.
As a result of the trends discussed above for losses and LAE and general and administrative expenses, the combined ratio for the secondfirst quarter ended June 30, 2023March 31, 2024 was 99.1%95.5% compared to 100.9%100.0% for the same period in 2022.
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2023.
Interest and Amortization of Debt Issuance Costs
Interest and amortization of debt issuance costs was $1.6 million for the three months ended June 30, 2023 compared to $1.7March 31, 2024 was $1.6 million for the same period in 2022. Interestboth quarters ended March 31, 2024 and amortization of debt issuance costs represents amounts we incur on our outstanding long-term debt at the applicable interest rates and amortization of debt issuance costs on our 5.625% Senior Unsecured Notes. See “Item 1—Note 7 (Long-term debt)” for additional details.2023.
Income Tax Expense/Expense (Benefit)
Income tax expense was $9.0$13.8 million for the quarter ended June 30, 2023March 31, 2024, compared to an income tax expense of $3.3$8.6 million for the quarter ended June 30, 2022.March 31, 2023. Our effective tax rate (“ETR”) decreasedincreased to 23.9%29.1% for the three monthsquarter ended June 30, 2023,March 31, 2024, as
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compared to 31.0%26.3% for the three monthsquarter ended June 30, 2022. The ETR for the period ending June 30, 2023 decreased as a result of a lower ratio of permanent items relative to pre-tax book income, principally non-deductible compensation.March 31, 2023. See “Item 1—Note 9 (Income Taxes)” for additional details.a table of items reconciling statutory rates to the effective rate for three months ended 2024 and 2023.
Other Comprehensive Income (Loss)
Other comprehensive loss, net of taxes for the three monthsquarter ended June 30, 2023,March 31, 2024 was $5.9$2.5 million compared to other comprehensive lossincome of $29.7$13.8 million for the same period in 2022,2023, reflecting after-tax changes in fair value of available-for-sale debt securities held in our investment portfolio and reclassifications out of accumulated other comprehensive income (loss) for available-for-sale debt securities sold. We saw increasedThe deterioration in 2024 reflects relative shifts in market yields onprices during 2024 compared to 2023. During the first quarter of 2024, maturing securities purchased in late 2021 and 2022 and increasedinvestment returns were reinvested at market rates, reducing unrealized losses on our portfolio during those periods, reflected after-taxmaturing securities. The maturity of the remaining securities in the equity section of our balance sheet as increased interest rates negatively impacted the fair value on much of our available-for-sale debt securities. Unrealized losses increasedan unrealized loss position has also reduced during the second quarter of 2023year. Over time, unrealized losses on securities in response to interest fluctuationsan unrealized loss position lessens as the remaining maturity shortens and credit spreads decreasing valuations. securities approach their maturity or par value. See the discussion above under “—Revenues” and “Item 1—Note 11 (Other Comprehensive Income (Loss))” for additional information about the amounts comprising other comprehensive income (loss), net of taxes for these periods.
Non-GAAP
Adjusted operating income (loss) represents GAAP operating income (loss), excluding net realized gains (losses) on investments and net changechanges in unrealized gains (losses) of equity securities.on investments. Adjusted operating income was $36.6$46.1 million for the three months ended June 30, 2023March 31, 2024 compared to adjusted operating income of $22.0$34.3 million for the same period in 2022.2023.
Adjusted operating income (loss) margin represents adjusted operating income (loss) divided by core revenue. Adjusted operating income margin was 10.8%12.6% for the three months ended June 30, 2023March 31, 2024 compared to adjusted operating loss margin of 10.8% for the same period in for the three months ended March 31, 2024 compared to adjusted operating income margin of 7.3%$34.3 million for the same period in 2022.2023.
Adjusted net income (loss) attributable to common stockholders represents GAAP net income (loss) attributable to common stockholders, less after-taxexcluding net realized gains (losses) on investments and net changechanges in unrealized gains (losses) on investments, net of equity securities.tax. Adjusted net income attributable to common stockholders was $26.6$31.4 million for the three months ended June 30, 2023March 31, 2024 compared to adjusted net income attributable to common stockholders of $14.6$24.0 million for the same period in 2022.2023.
Diluted adjusted earnings (loss) per common share represents adjusted net income (loss) available to common stockholders divided by weighted average diluted common shares outstanding. Diluted adjusted earningsincome per common share was $0.87$1.07 for the three months ended June 30, 2023March 31, 2024 compared to diluted adjusted earnings per common share of $0.47$0.79 for the same period in 2022.

2023.
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The six months ended June 30, 2023 results of operations comparisons are to the corresponding prior year period (unless otherwise specified).
Results of Operations Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022
Net income was $52.7 million for the six months ended June 30, 2023 compared to $24.9 million for the six months ended June 30, 2022. Benefiting the six months ended June 30, 2023 were increases in premiums earned, net, an increase in net investment income, an increase in commission revenue, and realized and unrealized gains during the first half of 2023 compared to realized and unrealized losses in the same period of the prior year. These were partially offset by a decrease in revenue from policy fees, and an increase in operating costs and expenses. Direct premium earned and premiums earned, net were up 8.9% and 7.2%, respectively, due to premium growth in the majority of states in which we are licensed and writing during the past 12 months, mostly as a result of rate increases implemented during 2022 and 2023. The net loss and LAE ratio was 73.4% for the six months ended June 30, 2023, compared to 70.6% for the same period in 2022 reflecting higher core losses and prior years’ reserve development, offset by the absence of separately reported weather events in the first half of 2023. As a result of the above and as further explained below, the combined ratio for the six months ended June 30, 2023 was 99.5% compared to 99.4% for the six months ended June 30, 2022. Also see the discussion above under “Overview - Trends” regarding our response to the Florida market.
A detailed discussion of our results of operations follows the table below (in thousands, except per share data).
Six Months Ended
June 30,
Change
20232022$%
REVENUES
Direct premiums written$957,228 $929,008 $28,220 3.0 %
Change in unearned premium(38,536)(85,600)47,064 (55.0)%
Direct premium earned918,692 843,408 75,284 8.9 %
Ceded premium earned(333,194)(297,283)(35,911)12.1 %
Premiums earned, net585,498 546,125 39,373 7.2 %
Net investment income21,980 9,263 12,717 137.3 %
Net realized gains (losses) on investments94 (667)761 NM
Net change in unrealized gains (losses) of equity securities2,688 (12,280)14,968 NM
Commission revenue32,268 22,565 9,703 43.0 %
Policy fees9,551 10,719 (1,168)(10.9)%
Other revenue3,999 3,763 236 6.3 %
Total revenues656,078 579,488 76,590 13.2 %
OPERATING COSTS AND EXPENSES
Losses and loss adjustment expenses429,881 385,410 44,471 11.5 %
General and administrative expenses152,602 157,588 (4,986)(3.2)%
Total operating costs and expenses582,483 542,998 39,485 7.3 %
Interest and amortization of debt issuance costs3,265 3,339 (74)(2.2)%
INCOME (LOSS) BEFORE INCOME TAXES70,330 33,151 37,179 112.2 %
Income tax expense (benefit)17,591 8,244 9,347 113.4 %
NET INCOME (LOSS)$52,739 $24,907 $27,832 111.7 %
Other comprehensive income (loss), net of taxes7,925 (72,566)80,491 NM
COMPREHENSIVE INCOME (LOSS)$60,664 $(47,659)$108,323 NM
DILUTED EARNINGS (LOSS) PER SHARE DATA:
Diluted earnings (loss) per common share$1.72 $0.80 $0.92 115.0 %
Weighted average diluted common shares outstanding30,633 31,060 (427)(1.4)%
NM – Not Meaningful
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Revenues
Direct premiums written increased by $28.2 million, or 3.0%, for the six months ended June 30, 2023, driven by premium growth within our Florida business of $6.7 million, or 0.9%, and premium growth in our other states business of $21.5 million, or 15.2%, as compared to the same period of the prior year. Rate increases approved in 2022 and 2023 for Florida and for certain other states and policy inflation adjustments were the principal driver of higher written premiums. The slower rate of growth in Florida in the first half of 2023 compared to the same period of the prior year reflects management’s intent to effectively manage new and renewal business as well as the competitive effects of Citizens, where rates are frequently lower than those available in the admitted market. In total, policies in force declined 39,171, or 4.6%, from 848,856 at December 31, 2022 to 809,685 at June 30, 2023. A summary of the recent rate increases which are driving increases in written premium, the Florida marketplace and competition from lower cost policies offered by Citizens is discussed above under “—Overview—Trends.”
Rate changes are applied on new business submissions and renewals from the effective date of their renewal, and then are earned subsequently over the policy period. The recent rate and inflation increases in Florida are in response to rising claim costs in recent years driven by higher costs of material and labor associated with claims, the cost of weather events, the rising cost of catastrophe and other reinsurance protecting policyholders and, more importantly, the prevalence of represented and litigated claims in Florida. Due to the time associated with analyzing data, preparing, and submitting rate filings, implementing new rate levels and earning the corresponding premiums, the Insurance Entities’ rate adjustments typically lag behind their experience by months or even years. In addition, the Insurance Entities’ policies provide for coverage limits to be adjusted at renewal which adjust insured value coverage limits for the impact of changes in inflation occurring since the prior renewal. This is based on third-party industry data sources that monitor inflation factors such as changes in costs for residential building materials and labor.
During 2023, management continued efforts to prudently manage policy counts and exposures intended to slow the growth of certain exposures relating to new business compared to prior years while filed rate increases are taking effect. Reduced new business writings and the impact of selected policy non-renewals, as well as the effect of Citizens’ statutory rate caps in suppressing its rates below those of the admitted market, have resulted in a decline in policies in force of 39,171, or 4.6%, during 2023 from 848,856 at December 31, 2022 to 809,685 at June 30, 2023. Direct premiums written continue to increase across the majority of states in which we conduct business due to rate increases. As a result of our business strategy, rate changes and disciplined underwriting initiatives, we have seen a decrease in policies in force, a decrease in total insured value and an increase in premium in force. We were authorized to write policies in 19 states during 2022 and 2023. In addition, we are authorized to do business in Tennessee with plans to submit product filings in that state, and have submitted an initial rate filing in Wisconsin which was subsequently approved. UPCIC has filed to withdraw its authority to write policies in Hawaii, and has commenced a plan to non-renew all of its policies in Hawaii (1,459 policies as of June 30, 2023). At June 30, 2023, policies in force decreased 84,933 policies, or 9.5%, premium in force increased $112.5 million, or 6.4%, and total insured value decreased $2.6 billion, or 0.8%, compared to June 30, 2022.
The following table provides direct premiums written for Florida and Other States for the six months ended June 30, 2023 and 2022 (dollars in thousands):
For the Six Months Ended
June 30, 2023June 30, 2022Growth
 year over year
StateDirect Premiums Written%Direct Premiums Written%$%
Florida$794,349 83.0 %$787,605 84.8 %$6,744 0.9 %
Other states162,879 17.0 %141,403 15.2 %21,476 15.2 %
Total$957,228 100.0 %$929,008 100.0 %$28,220 3.0 %
We seek to prudently grow and generate long-term rate adequate premium in each state where we offer policies. Our diversification strategy seeks to increase business outside of Florida and to improve geographical distribution within Florida.
Direct premium earned increased by $75.3 million, or 8.9%, for the six months ended June 30, 2023, reflecting the earning of premiums written over the past 12 months, including the benefit of rate changes due to primary rate filings.
Reinsurance enables our Insurance Entities to limit potential exposures to catastrophic events and other covered events. The Ceded premium represents premiums paid to reinsurers for this protection and is a cost which reduces net written and net earned premiums. Hurricane Ian triggered reinstatement premiums, increasing ceded premium written by $24.6 million which was earned from September 28, 2022 through May 31, 2023, increasing ceded premium earned during 2023 by $15.1 million. In total, ceded premium earned increased $35.9 million, or 12.1%, for the six months ended June 30, 2023 as compared to the same period of the prior year. The increase in reinsurance costs reflects the reinstatement premium for Hurricane Ian and an increase in the value of exposures we insure; increased pricing when compared to the expired reinsurance program and differences in the structure and design of the respective programs on the expiring reinsurance programs. Reinsurance costs, as a percentage of direct premium earned, increased from 35.2% in 2022 to 36.3% in 2023. Reinsurance costs associated with each year’s reinsurance program are earned over the annual policy period which typically runs fromJune 1st to May 31st. See the discussion above for the Insurance Entities’ 2023-2024 reinsurance programs and “Item 1—Note 4 (Reinsurance).”
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Premiums earned, net of ceded premium earned, grew by 7.2%, or $39.4 million, to $585.5 million for the six months ended June 30, 2023, reflecting an increase in direct premium earned partially offset by increased costs for reinsurance.
Net investment income was $22.0 million for the six months ended June 30, 2023, compared to $9.3 million for the same period in 2022, an increase of $12.7 million, or 137.3%. Invested cash balances along with liquidity generated by our investment portfolio from new deposits and maturities, principal repayments and interest received throughout 2022 and into 2023 was invested at higher rates, resulting in an increase in investment returns on our portfolio and cash balances.
We look to optimize our investment portfolio on a rolling basis, which from time-to-time results in portfolio restructuring opportunities. During the six months ended June 30, 2023, sales of available-for-sale debt securities resulted in net realized losses of $0.7 million and sales of equity securities resulted in net realized gains of $0.8 million, in total generating net realized gains of $0.1 million. During the six months ended June 30, 2022, sales of available-for-sale debt securities resulted in net realized losses of $1.2 million and sales of equity securities resulted in net realized gains of $0.5 million, in total generating net realized losses of $0.7 million. See “Item 1—Note 3 (Investments).”
There were $2.7 million net unrealized gains in equity securities during the six months ended June 30, 2023 compared to $12.3 million net unrealized losses in equity securities during the six months ended June 30, 2022. Net change in unrealized gains or losses for equity securities still held at the end of the reported period are recorded at fair value in the Condensed Consolidated Balance Sheet with changes in the fair market value of equity securities reported in current period earnings in the Condensed Consolidated Statements of Income within net change in unrealized gains (losses) of equity securities as they occur. See “Item 1—Note 3 (Investments).”
Commission revenue is comprised principally of brokerage commissions we earn from traditional open market third-party reinsurers, which excludes reinsurance provided by the State of Florida and reinsurance provided by Cosaint Re (catastrophe bond). Commission revenue is earned pro-rata over the reinsurance policy period which runs from June 1st to May 31st of the following year. Reinstatement premiums for Hurricane Ian resulted in $13.1 million of additional brokerage commissions which were earned prospectively from September 28, 2022 to May 31, 2023, increasing brokerage commission revenue earned by $8.1 million for the first half of 2023. For the six months ended June 30, 2023, commission revenue was $32.3 million, compared to $22.6 million for the six months ended June 30, 2022. The increase in commission revenue of $9.7 million, or 43.0%, for the six months ended June 30, 2023 was primarily due to additional commissions from Hurricane Ian reinstatement premiums and to increased commissions from third-party reinsurers earned on increased reinsurance premiums which is attributable to growth in our insured values, as well as the difference in pricing and structure associated with our reinsurance program when compared to the prior year.
Policy fees for the six months ended June 30, 2023 were $9.6 million compared to $10.7 million for the same period in 2022. The decrease of $1.1 million, or 10.9%, was the result of a decrease in the combined total number of new and renewal policies written during the six months ended June 30, 2023 compared to the same period in 2022 in states where we are permitted to charge this fee.
Other revenue, representing revenue from policy installment fees, premium financing and other miscellaneous income for the six months ended June 30, 2023 was relatively flat when compared to the same period in 2022.
Non-GAAP
Core revenue, representing total GAAP revenue, excluding net realized gains (losses) on investments and net change in unrealized gains (losses) of equity securities, was $653.3 million for the six months ended June 30, 2023 compared to $592.4 million for the same period in 2022.
Operating Costs and Expenses
Losses and Loss Adjustment Expenses

Losses and LAE, net of reinsurance recoveries was $429.9 million for six months ended June 30, 2023, compared to $385.4 million, for six months ended June 30, 2022. The net losses and LAE ratio was 73.4% for the current year period compared to 70.6% in the same period last year. The increase of 2.9 loss ratio points was due to an increase in net prior year development as net claim development exceeded amounts previously estimated and an increase current accident year losses and LAE, net, partially offset by a decrease in excess weather compared to the prior year period. See “Item 1—Note 4(Reinsurance)” for additional details.

Losses and LAE experience in recent years including the first six months of 2023, reflects the financial impacts of rising claim costs under the prior Florida law and other market conditions in Florida that the Florida Legislature has been attempting to address with the passage of legislation spanning several years. The most recent and significant statutory changes were made during a special legislative session held in December 2022 and then again in a regular legislative session ending in May 2023. Also see the discussion above under “Overview—Trends” regarding our response to the Florida market.

Prior year development was $17.1 million in the six months ended June 30, 2023 compared to $4.4 million in the six months ended June 30, 2022. The prior year increase in loss and LAE estimates reflects differences in the settlement of prior gross and
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ceded claims compared to previous estimates particularly related to non-CAT weather events and Hurricanes Irma and Sally, which predate the most significant reform legislation and have not benefited significantly from the statutory changes.

Losses and LAE, net for the current accident year was $412.7 million or 70.5 net loss ratio points for the six months ended June 30, 2023, compared to $376.5 million, or 69.0 net loss ratio points for the six months ended June 30, 2022. Management increased its estimate of expected losses relating to business written by UPCIC for the current accident year by 2.5 loss ratio points during the first six months of 2023.This increase in the loss ratio is before the financial benefit generated from claims service operations as discussed below. This increase took into consideration several factorsincluding historical and recent losses and LAE, including claims payment patterns, trends in LAE and weather trends in the current accident year. Also see the discussion above under “Overview—Trends” regarding our response to the Florida market.

Current accident year losses and LAE also reflect a financial benefit from activities performed by the claims affiliate within our holding company system on behalf of our Insurance Entities when losses and LAE are ceded under our reinsurance contracts. The financial benefit is reflected as a reduction to the current accident year LAE at the consolidated level. During the six months ended June 30, 2023, these claims related activities generated a financial benefit of $30.8 million compared to a financial benefit of $1.9 million during the six months ended June 30, 2022.

There was no excess weather recorded during the six months ended June 30, 2023 compared to $4.5 million of excess weather recorded during the six months ended June 30, 2022.

Historically, our net losses and LAE experience, including from Hurricane Irma, has been largely mitigated by ceding losses from hurricanes to reinsurers including the FHCF. See discussion in “—REINSURANCE” section above for a discussion about the pending commutation with the FHCF for the 2017-2018 treaty period. As of June 1, 2023, we began the FHCF commutation process which ultimately will result in a final determination of and payment for known and unknown or unreported claims from Hurricane Irma, effective as of the commutation date, with a potential in the future for gain or loss as final claim settlements vary from amounts used in the determination of the commutation amount. The Florida litigation environment under prior law has made it difficult to determine an estimate for the value of the ultimate liability on Irma claims. As a result, the amount agreed upon or determined in commutation may not be sufficient to absorb the financial impact of final claim settlements on all Hurricane Irma claims, as those claims settle in the future.

General and Administrative Expenses
General and administrative expenses were $152.6 million for the six months ended June 30, 2023, compared to $157.6 million during the same period in 2022, as follows (dollars in thousands):

Six Months Ended
June 30,Change
20232022$%
$Ratio$Ratio  
Premiums earned, net$585,498  $546,125  $39,373 7.2 %
General and administrative expenses:    
Policy acquisition costs103,697 17.7 %108,823 19.9 %(5,126)(4.7)%
Other operating costs48,905 8.4 %48,765 8.9 %140 0.3 %
Total general and administrative expenses$152,602 26.1 %$157,588 28.8 %$(4,986)(3.2)%
General and administrative expenses decreased by $5.0 million, which was the result of a decrease in policy acquisition costs of $5.1 million offset by an increase in other operating costs of $0.1 million. The total general and administrative expense ratio was 26.1% for the six months ended June 30, 2023 compared to 28.8% for the six months ended June 30, 2022.
The decrease in policy acquisition costs of $5.1 million reflects a reduction in the commission rate paid to agents on the renewal of Florida policies, which was reduced by two percentage points from 10% to 8% effective May 1, 2022, which benefits future periods as the new rate structure applies prospectively and a lower level of new business that pays a higher commission rate. The decrease in the Florida renewal commission rate paid to agents and lower level of new business also reduced the ratio of policy acquisition costs to net premiums earned.
The increase in other operating costs of $0.1 million was primarily driven by increases in salaries and employee benefits, stock-based compensation, legal and consulting fees, mostly offset by a decrease in performance bonuses and policy costs. The other operating cost ratio was 8.4% for the six months ended June 30, 2023 compared to 8.9% for the same period in 2022 decrease due to economies of scale as premium base increases from rate changes.
As a result of the trends discussed above for losses and LAE and general and administrative expense, the combined ratio for the six months ended June 30, 2023was 99.5%compared to 99.4% for the same period in 2022.
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Interest and Amortization of Debt Issuance Costs
Interest and amortization of debt issuance costs was $3.3 million for each of the six months ended June 30, 2023 and 2022. Interest and amortization of debt issuance costs represents amounts we incur on our outstanding long-term debt at the applicable interest rates and amortization of debt issuance costs on our 5.625% Senior Unsecured Notes. See “Item 1—Note 7 (Long-term debt)” for additional details.
Income Tax Expense/(Benefit)

Income tax expense was $17.6 million for the six months ended June 30, 2023, compared to income tax expense of $8.2 million for the six months ended June 30, 2022. Our ETR increased to 25.0% for the six months ended June 30, 2023, as compared to 24.9% for the six months ended June 30, 2022. The ETR increased primarily as a result of an increase in state tax rates offset by a decrease in nondeductible compensation. See “Item 1—Note 9 (Income Tax)” for further details.
Other Comprehensive Income (Loss)
Other comprehensive income, net of taxes for the six months ended June 30, 2023, was $7.9 million compared to other comprehensive loss of $72.6 million for the same period in 2022, reflecting after-tax changes in fair value of available-for-sale debt securities held in our investment portfolio and reclassifications out of accumulated other comprehensive income (loss) for available-for-sale debt securities sold. We saw increased market yields on securities purchased in late 2021 and 2022 and increased unrealized losses on our portfolio during those periods, reflected after-tax in the equity section of our balance sheet as interest rates negatively impacted the fair value on much of our available-for-sale debt securities. Unrealized losses declined during the first six months of 2023 in response to: i) interest fluctuations and credit spreads favorably increasing valuations; ii) maturities and principal pay downs on below market securities during the period; and iii) generally a shorter period-to-maturity for the below market securities as the maturity horizon shortens over time on these older securities. See the discussion above and “Item 1—Note 11 (Other Comprehensive Income (Loss))” for additional information about the amounts comprising other comprehensive income (loss), net of taxes for these periods.
Non-GAAP
Adjusted operating income (loss) represents GAAP operating income (loss), excluding net realized gains (losses) on investments and net change in unrealized gains (losses) of equity securities. Adjusted operating income was $70.8 million for the six months ended June 30, 2023 compared to adjusted operating income of $49.4 million for the same period in 2022.
Adjusted operating income (loss) margin, represents adjusted operating income (loss) divided by core revenue. Adjusted operating income margin was 10.8% for the six months ended June 30, 2023 compared to adjusted operating income margin of 8.3% for the same period in 2022.
Adjusted net income (loss) attributable to common stockholders represents GAAP net income (loss) attributable to common stockholders, less after-tax net realized gains (losses) on investment and net change in unrealized gains (losses) of equity securities, net of tax. Adjusted net income attributable to common stockholders was $50.6 million for the six months ended June 30, 2023 compared to adjusted net income attributable to common stockholders of $34.7 million for the same period in 2022.
Diluted adjusted earnings (loss) per common share represents adjusted net income (loss) available to common stockholders divided by weighted average diluted common shares outstanding. Diluted adjusted earnings per common share was $1.65 for the six months ended June 30, 2023 compared to diluted adjusted earnings per common share of $1.12 for the same period in 2022.
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Analysis of Financial Condition—As of June 30, 2023March 31, 2024 Compared to December 31, 20222023
We believe that the cash flows generated from operations will be sufficient to meet our working capital requirements for at least the next twelve months. We invest amounts considered to be in excess of current working capital requirements.
The following table summarizes, by type, the carrying values of investments as of the dates presented (in thousands):
As of As of
June 30,December 31,
March 31,March 31,December 31,
Type of InvestmentType of Investment20232022Type of Investment20242023
Available-for-sale debt securitiesAvailable-for-sale debt securities$1,051,508 $1,014,626 
Equity securitiesEquity securities75,571 85,469 
Equity securities
Equity securities
Other investments, at fair value
Investment real estate, netInvestment real estate, net5,618 5,711 
TotalTotal$1,132,697 $1,105,806 
See “Item 1—Condensed Consolidated Statements of Cash Flows” and “Item 1—Note 3 (Investments)” for explanations on changes in investments.
Cash and cash equivalents were $291.7 million at June 30, 2023 compared to $388.7 million at December 31, 2022, a decrease of $97.0 million, or 25.0%. This decrease is largely attributable to Hurricane Ian claim settlements from previous cash calls from reinsurers. Cash and cash equivalents are invested short-term until needed to settle loss and LAE payments, reinsurance premium payments, and operating cash needs, or until they are deployed by our investment advisors.
Restricted cash and cash equivalents increased by $66.0 million to $68.6 million as of June 30, 2023 as a result of collateral held by a reinsurance captive arrangement with one of the Insurance Entities reported as a Variable Interest Entities (“VIE”) in the condensed consolidated financial statements. See “Item 1—Note 14 (Variable Interest Entities)” for more information.
Prepaid reinsurance premiums represent the portion of unearned ceded written premium that will be earned pro-rata over the coverage period of our reinsurance program, which runs from June 1st to May 31stof the following year. The increasedecrease of $243.1$147.8 million to $525.5$88.5 million as of June 30,December 31, 2023 was primarily due to net additional ceded written premium of $561.5 million recorded this quarter for the estimateddecreased reinsurance costs relating to our new 2023-2024 catastrophe reinsurance program beginning June 1, 2023, less amortization of ceded written premium for the reinsurance costs earned duringsince the period.beginning of the new program. See “Part I— Item 2— “Reinsurance Program” regarding the Company’s reinsurance placement and participation in the Florida RAP program.
Reinsurance recoverable represents the estimated amount of paid and unpaid losses, LAE, and other expenses that are expected to be recovered from reinsurers. The decrease of $218.4$94.5 million to $590.4$124.6 million as of June 30, 2023March 31, 2024 was primarily due to the settlement and collection of Hurricane Ian claims and amounts recoverable from reinsurers relating to othervarious ceded events.
Premiums receivable, net represents amounts receivable from policyholders. The increasedecrease in premiums receivable, net of $9.9$3.1 million to $79.5$74.0 million as of June 30, 2023March 31, 2024 is consistent with premium trends including seasonality and consumer payment behaviors.
Deferred policy acquisition costs (“DPAC”) increaseddecreased by $3.4 million to $107.0$106.6 million as of June 30, 2023,March 31, 2024, and is consistent with written premium trends and changes in commissions paid to agents. In addition,2024, DPAC was affectedcontinued to be impacted by the reductions to Florida renewal commissions implemented during 2022 and other changes to the Company’s commission structure. See “Item 1—Note 5 (Insurance Operations)” for a roll-forward in the balance of our DPAC.
Deferred income taxes represent the estimated tax assetsasset or tax liabilitiesliability caused by temporary differences between the tax return basis of certain assets and liabilities and amounts recorded in the financial statements. During the sixthree months ended June 30, 2023, netMarch 31, 2024, deferred income tax assets decreasedincreased by $19.7$6.1 million to $37.5$49.3 million, primarily due to an increasea decrease in unearned premiums and advanced premiums. Deferred income taxes reverse in future years as the temporary differences between book and tax reverse.
Other assets increased by $11.6 million to $29.9 million as of June 30, 2023, which was primarily due to accrued commissions from reinsurers.
See “Item 1—Note 6 (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 decreased by $375.8$80.5 million to $663.0$429.6 million as of June 30, 2023. The majority of the decrease is the settlement of losses from Hurricane Ian and prior hurricanes.March 31, 2024. Overall, unpaid losses and LAE decreased, as claims settlements exceeded new emerginga result of payment of current and prior year claims. Unpaid losses and LAE are net of estimated subrogation recoveries.
Unearned premiums represent the portion of direct premiums written that will be earned pro-rata in the future. The increasedecrease of $38.5$35.9 million from December 31, 20222023 to $982.4$954.7 million as of June 30, 2023March 31, 2024 reflects premium trends and the seasonality of our business which varies from month to month.during the year.
Advance premium represents premium payments made by policyholders ahead of the effective date of the policies. The increase of $36.0$25.7 million from December 31, 20222023 to $91.0$74.4 million as of June 30, 2023March 31, 2024 reflects customer payment behavior and the payment behavior of mortgage escrow service providers as well as premium trends.
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We exclude net negative cash balances, if any, from cash and cash equivalents that we have with any single financial institution based on aggregating the book balance of all accounts at the institution which have the right of offset. If the aggregation results in a net negative book balance, that balance is reclassified from cash and cash equivalents in our Consolidated Balance Sheet to book overdraft. These amounts represent outstanding checks or drafts not yet presented to the financial institution in excess of amounts on deposit at the financial institutions. We maintain a short-term cash investment strategy sweep to maximize investment returns on cash balances. Book overdraft totaled $53.8 millionThere were none as of June 30, 2023March 31, 2024 compared to no book overdraft$14.6 million as of December 31, 2022.2023. The increasedecrease of $53.8$14.6 million is the result of lowerincreased cash balances available for offset as of June 30, 2023March 31, 2024 compared to December 31, 2022.2023. See “—“—Liquidity and Capital Resources”Resources for more information.
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Reinsurance payable, net, represents the unpaid reinsurance premium installments owed to reinsurers, unpaid reinstatement premiums due to reinsurers, and cash advances received from reinsurers, if any. On June 1st of each year, we renew our core catastrophe reinsurance program and record the estimated annual cost of our reinsurance program. These estimated annual costs are increased or decreased during the year based on premium adjustments or as a result of new placements during the year. The annual cost initially increases reinsurance payable, which is then reduced as installment payments are made over the policy period of the reinsurance, which typically runs from June 1st to May 31st. The balance increaseddecreased by $223.0$94.0 million to $607.6$97.9 million as of June 30, 2023March 31, 2024 as a result of timing of the above items and decline in costs of reinsurance expense for the timingcurrent treaty period in 2023 and 2024, as well as the reduction in cash advances received in 2022 after Hurricane Ian which have been utilized during the claim settlement process in 2023 and 2024 of the final reinsurance installment typically settled in the second quarter.Ian claims and those associated with other weather events. See “—“—Liquidity and Capital Resources”Resources for more information about timing of reinsurance premium installment payments.
CommissionIncome taxes payable increased byrepresents the amounts due to taxing jurisdictions within one year and arise when income tax liabilities exceed tax payments. As of March 31, 2024, the income tax payable was $25.0 million, compared to a balance payable of $5.9 million to $24.4 million as of June 30, 2023,December 31, 2023.
Other liabilities and accrued expenses decreased by $41.1 million to $49.5 million as of March 31, 2024, primarily driven by a decrease in amounts payable for securities resulting from antrades executed that had settled after year end.
Capital resources, net increased by $23.2 million for the three months ended March 31, 2024, reflecting a net increase in commission payabletotal stockholders’ equity, partially offset by a decline in long-term debt. The change in stockholders’ equity was the result of our net income in the first quarter of 2024 offset by treasury share purchases and dividends to shareholders. See the consolidated statement of stockholders’ equity and “Item 1—Note 8 (Stockholders’ Equity)” for an explanation of changes in treasury stock. The reduction in long-term debt was primarily the result of principal payments on long-term debt of $0.4 million offset by amortization of debt issuance costs of $0.2 million on our 5.625% Senior Unsecured Notes due to2026 during the growth in written premiumfirst quarter of 2024 . See “—Liquidity and Capital Resources” for more information.
Additional paid-in-capital increased by $1.2 million primarily from share-based compensation expense of $2.0 million for the timing of payments to agents.

quarter ended March 31, 2024.
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 and we expect them to be sufficient to meet our current and long-termlong term liquidity requirements.
The balance of cash and cash equivalents, excluding restricted cash, as of June 30, 2023March 31, 2024 was $291.7$396.3 million, compared to $388.7$397.3 million at December 31, 2022.2023. See “Item 1—Condensed Consolidated Statements of Cash Flows” for a reconciliation of the balance of cash and cash equivalents between June 30, 2023March 31, 2024 and December 31, 2022.2023. This decrease is largely attributable to the settlement of Hurricane Ian claims and changes in operational cash flows since year end and was driven by cash flows used in investing and financing activities in excess of cash flows provided by operating activities.flows. Our cash investment strategy at times includes cash investments where the right of offset against other bank accounts does not exist. A book overdraft occurs when aggregating the book balance of all accounts at a financial institution for accounts which have the right of offset, and if the aggregation results in a net negative book balance, that balance is reclassified from cash and cash equivalents in our Condensed Consolidated Balance Sheet to book overdraft. Cash and cash equivalents balances are available to settle book overdrafts, and to pay reinsurance premiums, expenses and claims. Reinsurance premiums are paid in installments during the reinsurance policy period, which runs from June 1st to May 31st of the following year. The FHCF reimbursement premiums are paid in three installments on August 1st, October 1st and December 1st, and third-party reinsurance premiums are generally paid in four installments typically on July 1st, October 1st, January 1st, and April 1st, resulting in significant payments at those times. This year the April 1st installments were paid during the first quarter. See “Item 1—Note 12 (Commitments and Contingencies)” and additional discussion below under the caption “—“—Material Cash Requirements”Requirements for more information.
The balance of restricted cash and cash equivalents as of June 30, 2023March 31, 2024 and December 31, 20222023 represents cash on deposits collateralizing the policy limits of the VIE and cash equivalents on deposit with certain regulatory agencies in the various states in which our Insurance Entities do business.
Liquidity is required at the holding company for us to cover the payment of holding company general operating expenses, provide for contingencies if needed, 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 our tax obligations to taxing authorities, settlement of taxes between subsidiaries in accordance with our tax sharing agreement, capital contributions to subsidiaries or surplus note contributions to the Insurance Entities, if needed, and interest and principal payments on outstanding debt obligations of the holding company. Effective in 2021 for UPCIC and 2022 for APPCIC, the holding company has put in place an ongoing surplus note arrangement with the Insurance Entities, which has been approved by FLOIR as the Insurance Entities’ domestic regulator. Surplus notes are unsecured debt issued by the Insurance Entities that are subordinated to all claims by policyholders and creditors, with interest and principal payments on the surplus notes to the holding company being made only upon the FLOIR’s express approval. Surplus notes are considered bonds in function and payout structure, but are accounted for as equity in the statutory reporting of the Insurance Entities. The holding company has outstanding with the Insurance Entities $150.6$147.3 million in surplus notes and accrued interest as of June 30, 2023.March 31, 2024. Under the terms of the surplus notes, interest accrues at a variable rate which resets annually (currently 10.54%10.70% for 2023)2024). The declaration and payment of future dividends to our shareholders, and any future repurchases of our common stock, will be at the discretion of our Board of
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Directors and will depend upon many factors, including our operating results, financial condition, debt covenants and any regulatory constraints. New regulations or changes to existing regulations imposed on the Company and its affiliates may also impact the amount and timing of future dividend payments to the parent. Principal sources of liquidity for the holding company include dividends paid by our service entities generated from income earned on fees paid by the Insurance Entities to affiliated companies for general agency, inspections and claims adjusting services. Dividends are also paid from income earned from
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brokerage commissions paid by third party reinsurers earned on reinsurance contracts placed by our wholly-owned subsidiary, Blue Atlantic Reinsurance Corporation, and policy fees charged to policyholders. An additional source of liquidity is interest income on the intercompany surplus notes are paid by the Insurance Entities to the holding company. We also maintain high quality investments in our portfolio as a source of liquidity along with ongoing interest and dividend income from those investments.
The maximum amount of dividends that can be paid by Florida insurance companies without prior approval of the FLOIR is subject to restrictions as referenced below and in “Item 1—Note 5 (Insurance Operations).” Dividends from the Insurance Entities can only be paid from accumulated unassigned funds derived from net operating profits and net realized capital gains. Subject to such accumulated unassigned funds, the maximum dividend that may be paid by the Insurance Entities to Protection Solutions, Inc. (“PSI”, formerly known as Universal Insurance Holding Company of Florida), without prior approval (an “ordinary dividend”) is further 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 sixthree months ended June 30, 2023March 31, 2024 and the year ended December 31, 2022,2023, the Insurance Entities did not pay dividends to PSI. As of June 30,March 31, 2024 and December 31, 2023, the Insurance Entities did not have the capacity to pay ordinary dividends.
On November 23, 2021, we issued $100 million of 5.625% Senior Unsecured Notes due 2026. We used the net proceeds to support the Insurance Entities’ statutory capital requirements and for general corporate purposes. If necessary, the Company also has amounts available under our unsecured revolving loan as discussed in “Item 1—Note 7 (Long-term debt).”
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, premium 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 premiums earned, net, interest and dividend income from the investment portfolio, the collection of reinsurance recoverable and financing fees.
Our insurance operations provide liquidity as premiums are generally received months or even years before potential losses are paid under the policies written. In the event of catastrophic events, many of our reinsurance agreements provide for “cash advance” whereby reinsurers advance or prepay amounts to us, thereby providing liquidity, which we utilize 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 average credit rating on our available-for-sale securities was A+ as of June 30, 2023March 31, 2024 and December 31, 2022.2023. Credit ratings are a measure of collection risk on invested assets. Credit ratings are provided by third party nationally recognized rating agencies and are periodically updated. Management establishes guidelines for minimum credit rating and overall credit rating for all investments. The duration of our available-for-sale securities was 3.83.6 years at June 30, 2023March 31, 2024 compared to 4.03.7 years at December 31, 2022.2023. Duration is a measure of a bond’s sensitivity to interest rate changes and is used by management to limit the potential impact of longer-term investments.
The Insurance Entities are responsible for losses related to catastrophic events in excess of coverage provided by the Insurance Entities’ reinsurance programs and retentions before our reinsurance protection commences. Also, the Insurance Entities are responsible for all other losses that otherwise may not be covered by the reinsurance programs and any amounts arising in the event of a reinsurer default. Losses or a default by reinsurers may have a material adverse effect on either of the Insurance Entities or on our business, financial condition, results of operations and liquidity. See “Item 1—Note 4 (Reinsurance)” for more information.
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. The following table provides our stockholders’ equity, total long-term debt, total capital resources, debt-to-total capital ratio and debt-to-equity ratio book value and ROCEfor the periods presented (dollars in thousands):
As of As of
June 30,December 31,
20232022
March 31,March 31,December 31,
202420242023
Stockholders’ equityStockholders’ equity$334,672 $287,896 
Total long-term debtTotal long-term debt102,387 102,769 
Total capital resourcesTotal capital resources$437,059 $390,665 
Debt-to-total capital ratioDebt-to-total capital ratio23.4 %26.3 %
Debt-to-total capital ratio
Debt-to-total capital ratio21.8 %23.0 %
Debt-to-equity ratioDebt-to-equity ratio30.6 %35.7 %Debt-to-equity ratio27.9 %29.9 %
Book Value$11.12 $9.47 
ROCE *33.9 %(6.2)%
*Annualized
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Capital resources, net increased by $46.4$23.2 million for the sixthree months ended June 30, 2023,March 31, 2024, reflecting a net increase in total stockholders’ equity and long-term debt.equity. The change in stockholders’ equity was principally the result of our 2023 net income increases in the after-tax changes in the fair value of our available-for-sale debt securities, and increases from share-based compensation offset by treasury share purchases and dividends to shareholders. Available-for-sale debt securities increased in fair value by $10.5 million (before tax) in the first six months of 2023, resulting in the pre-tax net unrealized loss position of $137.3 million at December 31, 2022 to decrease to $126.8 million at June 30, 2023. Current market outlooks are signaling further Federal Reserve tightening which could continue to have a negative impact on the valuation of available-for-sale debt securities.
The reduction in long-term debt was primarily the result of principal payments on long-term debt of $0.7 million offset by amortization of debt issuance costs of $0.4 million on our 5.625% Senior Unsecured Notes due 2026 during 2023. See “Item 1—Note 7 (Long-term debt)” for additional details.
The debt-to-total capital ratio is total long-term debt divided by total capital resources, whereas the debt-to-equity ratio is total long-term debt divided by stockholders’ equity. These ratios help management measure the amount of financing leverage in place in relation to equity and allow investors to evaluate future leverage capacity.
Book value is the total stockholders’ equity, adjusted for preferred stock liquidation, divided by the number of common shares outstanding as of a reporting period. Book value per common share is the excess of assets over liabilities at a reporting period attributed to each share of common stock.
ROCE is calculated by actual or annualized net income (loss) attributable to common stockholders divided by average common stockholders' equity. ROCE is a capital profitability measure of how efficiently management creates profits.
Non-GAAP
Adjusted common stockholders’ equity, representing GAAP common stockholders' equity, lessexcluding accumulated other comprehensive income (loss), was $430.4$441.3 million as of June 30, 2023, $454.6March 31, 2024, $411.7 million as of June 30, 2022March 31, 2023 and $391.6$415.4 million as of December 31, 2022.2023.
Adjusted book value per common share, representing adjusted common stockholders’ equity divided by outstanding common shares at the end of the reporting period, was $14.31$15.34 as of June 30, 2023, $14.80 as of June 30, 2022March 31, 2024 and $12.89$14.34 as of December 31, 2022.2023.
Adjusted return on common equity representing actual or annualized adjusted net income (loss) attributable to common stockholders divided by average adjusted common stockholders' equity, with the denominator excluding current period income statement after-tax net realized gains (losses) on investments and net changechanges in unrealized gains (losses) of equity securities,on investments, was 24.7%29.4% as of June 30, 2023, 15.3% as of June 30, 2022March 31, 2024 and (3.0)%14.7% as of December 31, 2022.2023.
Surplus Note
As described in our Annual Report on Form 10-K for the year ended December 31, 2022,In 2006, UPCIC entered into a $25.0 million surplus note with the State Board of Administration of Florida (“SBA”(the “SBA”) under Florida’s Insurance Capital Build-Up Incentive Program on November 9, 2006.(the “ICBUI”). The surplus note has a twenty-year term, with quarterly payments of principal and interest based on the 10-year Constant Maturity Treasury Index. As of DecemberMarch 31, 2022,2024, 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. See “Item 1—Note 7 (Long-term debt)” for additional details. As of June 30, 2023,At March 31, 2024, UPCIC was in compliance with the terms of the surplus note and with each of the loan’s covenants as implemented by rules promulgated by the SBA. Total adjusted capital and surplus, which includes the surplus note, was in excess of regulatory requirements for both UPCIC and APPCIC.
Revolving Loan
As discussed in “Item 1—Note 7 (Long-term Debt),” the Company entered into a committed and unsecured $40.0 million revolving credit line with JP Morgan Chase Bank N.A. This agreement succeeded the previous $37.5 million revolving credit line with J.P. Morgan Chase, N.A. As of March 31, 2024, the Company has not borrowed any amount under this revolving loan. The Company must pay an annual commitment of 0.50% of the unused portion of the commitment. Borrowings mature on June 29, 2024, 364 days after the inception date and carries an interest rate of prime rate plus a margin of 2%. The credit line is subject to annual renewals. The credit line contains customary financial and other covenants, with which the Company is in compliance.
Long-term Debt
In November 2021, we issued and sold $100 million of 5.625% Senior Unsecured Notes due 2026 (the “Notes”) to certain institutional accredited investors and qualified institutional buyers. The Notes mature on November 26,30, 2026, at which time the entire $100$100.0 million of principal is due and payable. At any time on or after November 23,30, 2023, the Company may redeem all or part of the Notes. See “Item 1—Note 7 (Long-term debt)” for additional details. As of June 30, 2023,March 31, 2024, we were in compliance with all applicable covenants.
Revolving Loan

As discussed in “Item 1—Note 7 (Long-term Debt),” on June 30, 2023 the Company entered into a committed and unsecured $40.0 million revolving credit line with JP Morgan Chase Bank N.A. This agreement succeeds the previously $37.5 million revolving credit line with J.P. Morgan Chase, N.A. As of June 30, 2023, the Company has not borrowed any amount under this revolving loan. The Company must pay an annual commitment of 0.50% of the unused portion of the commitment. Borrowings mature on June 29, 2024, 364 days after the inception date and carries an interest rate of prime rate plus a margin of 2%. The credit line is subject to annual renewals. The credit line contains customary financial and other covenants, with which the Company is in compliance.
We will also continue to evaluate opportunities to access the debt capital markets to raise additional capital. We anticipate any proceeds willwould be used for general corporate purposes, including investing in the capital and surplus of the Insurance Entities.

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In addition to the liquidity generally provided from operations, we maintain a conservative, well-diversified investment portfolio, predominantly comprised of fixed income securities with an average credit rating of A+, that focuses on capital preservation and providing an adequate source of liquidity for potential claim payments and other cash needs. The portfolio’s secondary investment objective is to provide a total rate of return with emphasis on investment income. Historically, we have consistently generated funds from operations, allowing our cash and invested assets to grow. We have not had to liquidate investment holdings to fund either operations or financing activities.
Looking Forward
We continue to monitor a range of financial metrics related to our business. Although we have not experienced material adverse impacts on our business or liquidity, conditions are subject to change depending on the extent of the economic outcomes, and the pace and extent of an economic recovery. Uncertainties regarding the impact of the COVID-19 pandemic tapered in 2023 and into the first quarter of 2024, including mitigated assessed risk by the Federal Reserve regarding the economic concerns of inflation, employment, and recession. We will continue to monitor the broader lasting economic impacts of the COVID-19 pandemic.
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Common Stock Repurchases
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 the first half of 2023, there were two authorized repurchase plans in effect:
On December 15, 2022, our Board of Directors authorized a successor share repurchase program under which we may repurchase up to $8.0 million of shares of our common stock through December 15, 2024 (the “December 2024 Share Repurchase Program”), which represents the unused portion of the November 2022 Share Repurchase Program authorization that was announced on November 3, 2020. Under the December 2024 Share Repurchase Program, we repurchased 396,371 shares of our common stock during the six months ended June 30, 2023 at an aggregate cost of approximately $6.1 million.
On June 12, 2023, our Board of Directors authorized the repurchase of up to $20.0 million of our common stock through June 10, 2025. During2025 (“The June 12, 20232025 Share Repurchase Program”) pursuant to June 30, 2023, nowhich we repurchased 1,320,675 shares of our common stock wereat an aggregate cost of approximately $20.0 million. As of March 31, 2024, we have repurchased all authorized common stock under the June 2025 Share Repurchase Program.
On March 11, 2024, our Board of Directors authorized the repurchase of up to $20.0 million of our common stock through March 11, 2026 (“The March 2026 Share Repurchase Program”) pursuant to this authorization.which we repurchased 288 shares of our common stock at an aggregate cost of approximately $6.0 thousand. As of March 31, 2024, we have the ability to purchase up to approximately $20.0 million of our common stock under the March 2026 Share Repurchase Program.
The Company currently has $20.1 millionIn total, during the quarter ended March 31, 2024, we repurchased an aggregate of share repurchase authorization remaining. 208,010 shares of our common stock in the open market at an aggregate purchase price of $4.1 million. See “Part II, II—Item 2—Unregistered Sales of Equity Securities and Use of Proceeds”Proceeds for more information.share repurchase activity during the three months ended March 31, 2024.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that are reasonably likely to have a material effect on the financial condition, results of operations, liquidity, or capital resources of the Company, except for multi-year reinsurance contract commitments for future years that will be recorded at the commencement of the coverage period. See “Item 1—Note 12 (Commitments and Contingencies)” for more information.
Cash Dividends
The following table summarizes the dividends declared and paid by the Company during the sixthree months ended June 30,March 31, 2023:
20232024Dividend
Declared Date
Shareholders
Record Date
Dividend
Payable Date
Cash Dividend
Per Common Share Amount
First QuarterFebruary 9, 20238, 2024March 9, 20238, 2024March 16, 202315, 2024$0.16 
Second QuarterApril 12, 2023May 12, 2023May 19, 2023$0.16 

MATERIAL CASH REQUIREMENTS
The following table represents our material cash requirements for which cash flows are fixed or determinable as of June 30, 2023March 31, 2024 (in thousands):
TotalNext 12 MonthsBeyond 12 Months
Total
Total
Total
Reinsurance payable and multi-year commitments (1)
Reinsurance payable and multi-year commitments (1)
Reinsurance payable and multi-year commitments (1)Reinsurance payable and multi-year commitments (1)$732,899 $607,552 $125,347 
Unpaid losses and LAE, direct (2)Unpaid losses and LAE, direct (2)663,019 380,573 282,446 
Unpaid losses and LAE, direct (2)
Unpaid losses and LAE, direct (2)
Long-term debt (3)
Long-term debt (3)
Long-term debt (3)Long-term debt (3)124,764 7,246 117,518 
Total material cash requirementsTotal material cash requirements$1,520,682 $995,371 $525,311 
Total material cash requirements
Total material cash requirements
(1)The amount represents the payment of reinsurance premiums payable under multi-year commitments. See “Item 1—Note 12 (Commitments and Contingencies).”
(2)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 the obligations that will arise under the contracts, but rather only the estimated liability incurred through June 30, 2023.March 31, 2024. Unpaid losses and LAE are net of estimated subrogation recoveries. In addition, these balances exclude amounts recoverable from our reinsurance program. See “Item 1—Note 4 (Reinsurance)” and “—Note 6 (Liability for Unpaid Losses and Loss Adjustment Expenses).”
(3)Long-term debt consists of a Surplus note and 5.625% Senior unsecured notes. See “Item 1—Note 7 (Long-term debt).”
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IMPACT OF INFLATION AND CHANGING PRICES
The financial statements and related data presented herein have been prepared in accordance with GAAP, 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
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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 of 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.

ARRANGEMENTS WITH VARIABLE INTEREST ENTITIES
We entered into a reinsurance captive arrangement with a VIE in the normal course of business, and consolidated the VIE since we are the primary beneficiary. The arrangement was commuted in 2023.
For a further discussion of our involvement with the VIE, see “Item 1—Note 14 (Variable Interest Entities).”
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no material changes during the period covered by this Quarterly Report on Form 10-Q to Critical Accounting Policies and Estimates previously disclosed in “Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2022.2023.
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NON-GAAP FINANCIAL MEASURES

Non-GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, financial measures presented in accordance with GAAP. For more information regarding our key performance indicators, please refer to the section titled “Management’s Discussion and Analysis of Financial Condition and Results of OperationsKey Performance Indicators.”
The following table presents the reconciliation of GAAP revenue to core revenue, which is a non-GAAP measure (in thousands):
Three Months Ended
March 31,
20242023
GAAP revenue$367,959 $316,508 
less: Net realized gains (losses) on investments(77)(788)
less: Net change in unrealized gains (losses) on investments3,106 957 
Core Revenue$364,930 $316,339 

Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
GAAP revenue$339,570 $292,006 $656,078 579,488 
less: Net realized gains (losses) on investments882 (725)94 (667)
less: Net change in unrealized gains (losses) of equity securities1,731 (8,884)2,688 (12,280)
Core revenue$336,957 $301,615 $653,296 $592,435 

The following table presents the reconciliation of GAAP operating income (loss) to adjusted operating income (loss), which is a non-GAAP measure (in thousands):

Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
2024
2024
2024
GAAP income (loss) before income tax expense (benefit)
GAAP income (loss) before income tax expense (benefit)
GAAP income (loss) before income tax expense (benefit)GAAP income (loss) before income tax expense (benefit)$37,539 $10,680 $70,330 $33,151 
add: Interest and amortization of debt issuance costsadd: Interest and amortization of debt issuance costs1,629 1,731 3,265 3,339 
add: Interest and amortization of debt issuance costs
add: Interest and amortization of debt issuance costs
GAAP operating income (loss)
GAAP operating income (loss)
GAAP operating income (loss)GAAP operating income (loss)39,168 12,411 73,595 36,490 
less: Net realized gains (losses) on investmentsless: Net realized gains (losses) on investments882 (725)94 (667)
less: Net change in unrealized gains (losses) of equity securities1,731 (8,884)2,688 (12,280)
less: Net realized gains (losses) on investments
less: Net realized gains (losses) on investments
less: Net changes in unrealized gains (losses) on investments
less: Net changes in unrealized gains (losses) on investments
less: Net changes in unrealized gains (losses) on investments
Adjusted operating income (loss)
Adjusted operating income (loss)
Adjusted operating income (loss)Adjusted operating income (loss)$36,555 $22,020 $70,813 $49,437 

The following table presents the reconciliation of GAAP operating income (loss) margin to adjusted operating income (loss) margin, which is a non-GAAP measure (in thousands):

Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
GAAP operating income (loss)$39,168 $12,411 $73,595 $36,490 
GAAP revenue339,570 292,006 656,078 579,488 
GAAP operating income (loss) margin11.5 %4.3 %11.2 %6.3 %
Adjusted operating income (loss)36,555 22,020 70,813 49,437 
Core revenue336,957 301,615 653,296 592,435 
Adjusted operating income (loss) margin10.8 %7.3 %10.8 %8.3 %

Three Months Ended
March 31,
20242023
GAAP operating income (loss)$49,106 $34,427 
GAAP revenue367,959 316,508 
GAAP operating income (loss) margin13.3 %10.9 %
Adjusted operating income (loss)46,077 34,258 
Core revenue364,930 316,339 
Adjusted operating income (loss) margin12.6 %10.8 %
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The following table presents the reconciliation of GAAP net income (loss) available to common stockholders to adjusted net income (loss) available to common stockholders, which is a non-GAAP measure (in thousands):
Three Months Ended
March 31,
20242023
GAAP net income (loss)$33,657 $24,173 
less: Preferred dividends
GAAP net income (loss) available to common stockholders33,654 24,170 
less: Net realized gains (losses) on investments(77)(788)
less: Net changes in unrealized gains (losses) on investments3,106 957 
add: Income tax effect on above adjustments745 42 
Adjusted net income (loss) available to common stockholders$31,370 $24,043 
Weighted average common shares outstanding - Diluted29,404 30,626 
Diluted earnings (loss) per common share$1.14 $0.79 
Diluted adjusted earnings (loss) per common share$1.07 $0.79 

Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
GAAP net income (loss)$28,566 $7,370 $52,739 $24,907 
less: Preferred dividends
GAAP net income (loss) available to common stockholders28,564 7,368 52,734 24,902 
less: Net realized gains (losses) on investments882 (725)94 (667)
less: Net change in unrealized gains (losses) of equity securities1,731 (8,884)2,688 (12,280)
add: Income tax effect on above adjustments643 (2,329)684 (3,138)
Adjusted net income (loss) available to common stockholders$26,594 $14,648 $50,636 $34,711 
Weighted average common shares outstanding - Diluted30,659 30,883 30,633 31,060 
Diluted earnings (loss) per common share$0.93 $0.24 $1.72 $0.80 
Diluted adjusted earnings (loss) per common share$0.87 $0.47 $1.65 $1.12 

The following table presents the reconciliation of GAAP stockholders’ equity to adjusted stockholders’ equity and book value per common share to adjusted book value per common share, which is a non-GAAP measure (in thousands):
As of
June 30,June 30,December 31,
202320222022
Stockholders' equity$334,672 $366,551 $287,896 
less: Preferred equity100 100 100 
Common stockholders' equity334,572 366,451 287,796 
less: Accumulated other comprehensive income (loss)(95,857)(88,134)(103,782)
Adjusted common stockholders' equity$430,429 $454,585 $391,578 
Common shares outstanding30,080 30,716 30,389 
Book value per common share$11.12 $11.93 $9.47 
Adjusted book value per common share$14.31 $14.80 $12.89 

As of
March 31,March 31,December 31,
202420232023
Stockholders' equity$364,664 $321,806 $341,297 
less: Preferred equity100 100 100 
Common stockholders' equity364,564 321,706 341,197 
less: Accumulated other comprehensive income (loss)(76,714)(89,991)(74,172)
Adjusted common stockholders' equity$441,278 $411,697 $415,369 
Common shares outstanding28,758 30,440 28,966 
Book value per common share$12.68 $10.57 $11.78 
Adjusted book value per common share$15.34 $13.52 $14.34 
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The following table presents the reconciliation of GAAP ROCE to adjusted ROCE, which is a non-GAAP measure (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
Year Ended December 31,
20232022202320222022
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
Year Ended December 31,
2024202420232023
Actual or annualized net income (loss) available to common stockholdersActual or annualized net income (loss) available to common stockholders$114,256 $29,472 $105,468 $49,804 $(22,267)
Average common stockholders' equityAverage common stockholders' equity328,139 381,346 311,184 398,027 358,699 
ROCE *34.8 %7.7 %33.9 %12.5 %(6.2)%
ROCEROCE38.1 %31.7 %21.2 %
Actual or annualized adjusted net income (loss) available to common stockholdersActual or annualized adjusted net income (loss) available to common stockholders$106,376 $58,592 $101,272 $69,422 $(12,618)
Actual or adjusted average common
stockholders' equity**
420,078 458,292 409,955 454,782 423,199 
Adjusted ROCE *25.3 %12.8 %24.7 %15.3 %(3.0)%
Actual or adjusted average common stockholders' equity (1)
Adjusted ROCEAdjusted ROCE29.4 %23.9 %14.7 %
*Annualized.
(1)
**Adjusted average common stockholders’ equity excludes current period after-tax net realized gains (losses) on investmentinvestments and net
change changes in unrealized gains (losses) of equity securities.on investments.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk is the potential for economic losses due to adverse changes in fair market value of available-for-sale debt securities, equity securities (“Financial Instruments”) and investment real estate. We carry all of our Financial Instruments at fair market value and investment real estate at net book value in our statement of financial condition. Our investment portfolio as of June 30, 2023March 31, 2024 is comprised of available-for-sale debt securities and equity securities, carried at fair market value, which expose us to changing market conditions, specifically interest rates and equity price changes.
The primary objectives of the investment portfolio are the preservation of capital and providing adequate liquidity for potential claim payments and other cash needs. The portfolio’s secondary investment objective is to provide a total rate of return with an emphasis on investment income. None of our investments in risk-sensitive Financial Instruments were entered into for trading purposes.
See “Item 1—Note 3 (Investments)” for more information about our Financial Instruments.
Interest Rate Risk
Interest rate risk is the sensitivity of the fair market value of a fixed rate Financial Instrument to changes in interest rates. Generally, when interest rates rise, the fair value of our fixed rate Financial Instruments declines.
The following tables provide information about our fixed income Financial Instruments as of June 30, 2023March 31, 2024 compared to December 31, 2022,2023, which are sensitive to changes in interest rates. The tables present the expected cash flows of Financial Instruments based on years to effective maturity using amortized cost compared to fair market value and the related book yield compared to coupon yield (dollars in thousands):
June 30, 2023
20232024202520262027ThereafterOtherTotal
March 31, 2024March 31, 2024
202420242025202620272028ThereafterOtherTotal
Amortized costAmortized cost$101,298 $102,729 $193,618 $181,048 $121,945 $474,619 $3,802 $1,179,059 
Fair market valueFair market value$99,287 $97,624 $177,143 $162,540 $110,185 $401,599 $3,130 $1,051,508 
Coupon rateCoupon rate2.60 %2.92 %2.54 %2.61 %2.96 %3.01 %4.43 %2.82 %Coupon rate3.21 %2.96 %2.84 %2.74 %3.63 %3.14 %4.43 %3.05 %
Book yieldBook yield1.71 %1.88 %1.78 %1.87 %2.53 %2.36 %4.38 %2.12 %Book yield2.41 %2.35 %2.12 %2.66 %2.97 %2.65 %1.22 %2.51 %
* Years to effective maturity - 4.7 years
* Years to effective maturity - 4.5 years
December 31, 2022
20232024202520262027ThereafterOtherTotal
December 31, 2023December 31, 2023
202420242025202620272028ThereafterOtherTotal
Amortized costAmortized cost$76,691 $108,112 $141,162 $157,809 $162,156 $504,378 $2,544 $1,152,852 
Fair market valueFair market value$75,226 $103,211 $129,284 $140,825 $143,000 $420,963 $2,117 $1,014,626 
Coupon rateCoupon rate1.80 %2.51 %2.69 %2.44 %2.65 %2.88 %4.35 %2.65 %Coupon rate2.77 %2.96 %2.73 %2.71 %3.41 %3.02 %4.22 %2.94 %
Book yieldBook yield1.56 %1.31 %1.58 %1.54 %1.88 %2.23 %4.24 %1.88 %Book yield2.34 %2.16 %2.01 %2.11 %2.94 %2.49 %1.38 %2.34 %
* Years to effective maturity - 5.0 years
* Years to effective maturity - 4.6 years

All securities, except those with perpetual maturities, were categorized in the tables above utilizing years to effective maturity. Effective maturity takes into consideration all forms of potential prepayment, such as call features or prepayment schedules, which shorten the lifespan of contractual maturity dates.
Equity Price Risk
Equity price risk is the potential for loss in fair value of Financial Instruments in common stock and mutual funds and other from adverse changes in the prices of those Financial Instruments.
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The following table provides information about the Financial Instruments in our investment portfolio subject to price risk as of the dates presented (in thousands):
June 30, 2023December 31, 2022 March 31, 2024December 31, 2023
Fair ValuePercentFair ValuePercent Fair ValuePercentFair ValuePercent
Equity Securities:Equity Securities:    Equity Securities:  
Common stockCommon stock$12,273 16.2 %$15,313 17.9 %Common stock$14,027 17.2 17.2 %$15,438 19.2 19.2 %
Mutual funds and otherMutual funds and other63,298 83.8 %70,156 82.1 %Mutual funds and other67,632 82.8 82.8 %65,057 80.8 80.8 %
Total equity securitiesTotal equity securities$75,571 100.0 %$85,469 100.0 %Total equity securities$81,659 100.0 100.0 %$80,495 100.0 100.0 %
A hypothetical decrease of 20% in the market prices of each of the equity securities held at June 30, 2023March 31, 2024 and December 31, 20222023 would have resulted in a decrease of $15.1$16.3 million and $17.1$16.1 million, respectively, in the fair value of those securities.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief 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 as of the end of the period covered by this report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that disclosure controls and procedures were effective as of June 30, 2023,March 31, 2024, to ensure that information required to be disclosed by the Company in its reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission’s (“SEC”) rules and forms and that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There was no change in the Company’s internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION
Item 1. Legal Proceedings

The Company is subject to pending or threatened lawsuitsLawsuits and emerging or other legal mattersproceedings are filed against the Company from time to time. These legal matters include regulatory and contract considerations infor which the Company obtains internal or third-party legal or other assistance, such as actuarial services, to provide guidance, and when applicable, to represent and protect the Company’s business interests. One such matter, as further discussed in “Part I, Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—REINSURANCE,” is the Insurance Entities’ contractual and regulatory obligation to commute their 2017-18 reimbursement contracts with the FHCF. The Insurance Entities’ respective commutation processes began June 1, 2023. The FHCF contract and the mandatory commutation process include requirements for validating paid losses reported to the FHCF, estimating outstanding losses, and estimating losses that have been incurred but not reported (“IBNR”). Resolving obligations under the FHCF contract is complex due to several factors including the scale and nature of losses arising from Hurricane Irma, which was reinsured under the 2017-18 contract, and challenges experienced in the Florida insurance market in recent years such as the former three-year period in which hurricane claims could be reported and the prevalence of represented and litigated claims in Florida. Accordingly, termination of the obligations under the Insurance Entities’ respective 2017-18 reimbursement contracts is subject to uncertainties and risks, the outcomes of which could be material to the Company and its Insurance Entities.

interest.
Many of the Company’sthese legal proceedings involve claims under policies that we underwrite and reserve for as an insurer. We are also involved in various other 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 will not have a material adverse effect on our financial condition or results of operations. The Company contests liability and/or the amount of damages as it considers appropriate according to the facts and circumstances of each matter.

In accordance with applicable accounting guidance, the Company establishes reserves intended to encompass claims-related legal proceedings and establishes an accrued liability for other legal matters when those matters present loss contingencies that are both probable and estimable.

Legal proceedings are subject to many uncertain factors that generally cannot be predicted with certainty, 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, including reserves, or where there is no accrued liability, and for which
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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 1A. Risk Factors
Please refer to the risk factors previously disclosed in “Part I, Item 1A—Risk Factors,” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.2023.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table below presents purchases of our common stock during the three months ended June 30, 2023:March 31, 2024:


Total Number ofMaximum Number
Shares Purchasedof Shares That
As Part ofMay Yet be
PubliclyPurchased Under
Total Number ofAverage PriceAnnouncedthe Plans or
Shares PurchasedPaid per Share (1)Plans or ProgramsPrograms (2)
4/1/2023 - 4/30/2023— $— — — 
5/1/2023 - 5/31/2023199,343 $14.99 199,343 — 
6/1/2023 - 6/30/2023197,028 $15.63 197,028 1,302,127 
Total396,371 $15.31 396,371 1,302,127 
Total Number ofMaximum Number
Shares Purchasedof Shares That
As Part ofMay Yet be
PubliclyPurchased Under
Total Number ofAverage PriceAnnouncedthe Plans or
Shares PurchasedPaid per Share (1)Plans or ProgramsPrograms (2)
1/1/2024 - 1/31/2024— $— — — 
2/1/2024 - 2/29/2024— $— — — 
3/1/2024 - 3/31/2024208,010 $19.88 208,010 983,962 
Total208,010 $19.88 208,010 983,962 
(1)The average price paid per share does not reflect brokerage commissions paid to acquire shares in open market transactions.
(2)Number of shares was calculated based on a closing price at June 30, 2023March 28, 2024 of $15.43 $20.32per 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 the first half of 2023, there were two authorized repurchase plans in effect:
On December 15, 2022, our Board of Directors authorized a successor share repurchase program under which the Company is authorized to repurchase up to $8.0 million of shares of our common stock through December 15, 2024 (the “December 2024 Share Repurchase Program”), which represents the unused portion of the predecessor repurchase program authorization. Under the December 2024 Share Repurchase Program, we repurchased 582,806 shares of our common stock from December 2022 through June 30, 2023 at an aggregate cost of approximately $7.9 million. As of June 30, 2023, we have the ability to purchase up to approximately $0.1 million of our common stock under the December 2024 Share Repurchase Program.
On June 12, 2023, our Board of Directors authorized the repurchase of up to $20.0 million of outstanding shares of our common stock through June 10, 2025 (the “June(“The June 2025 Share Repurchase Program”). pursuant to which we repurchased 1,320,675 shares of our common stock at an aggregate cost of approximately $20.0 million. As of March 31, 2024, we have repurchased all authorized common stock under the June 30, 2023,2025 Share Repurchase Program.
On March 11, 2024, our Board of Directors authorized the repurchase of up to $20.0 million of our common stock through March 11, 2026 (“The March 2026 Share Repurchase Program”) pursuant to which we repurchased 288 shares of our common stock at an aggregate cost of approximately $6.0 thousand. As of March 31, 2024, we have the ability to purchase up to approximately $20.0 million of our common stock under the June 2025March 2026 Share Repurchase Program. During June 12, 2023 to June 30, 2023, no shares of our common stock were repurchased pursuant to this authorization.


Item 5. Other Information
During the quarter ended June 30, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements.
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Item 6. Exhibits
Exhibit No.Exhibit
  
Amended and Restated Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10‑K filed on February 24, 2017 and incorporated herein by reference)
Amended and Restated Bylaws of Universal Insurance Holdings, Inc. (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 19, 2017 and incorporated herein by reference)
101.1The following materials from Universal Insurance Holdings, Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023,March 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Statement of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements and (vii) Part II, Item 5. Other Information.Statements.
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023,March 31, 2024, formatted in Inline XBRL (included in Exhibit 101).

Filed herewith.Indicates management contract or compensatory plan or arrangement.







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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
  UNIVERSAL INSURANCE HOLDINGS, INC.
   
Date: July 31, 2023April 30, 2024 /s/ Stephen J. Donaghy
  Stephen J. Donaghy, Chief Executive Officer
   
Date: July 31, 2023April 30, 2024 /s/ Gary Lloyd Ropiecki
  Gary Lloyd Ropiecki, Principal Accounting Officer

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