UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, ~~2019~~2020

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

FOR THE TRANSITION PERIOD FROM ___________________TO _______________________

Commission File number 000-25001

FedNat Holding Company

(Exact name of registrant as specified in its charter)


Florida						65-0248866
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification Number)

14050 N.W. 14th Street, Suite 180, Sunrise, FL						33323
(Address of principal executive offices)						(Zip Code)

800-293-2532

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	FNHC	Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has 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 þ 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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ¨

Accelerated 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 þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of November ~~1, 2019,~~2, 2020, the registrant had ~~12,869,366~~13,717,525 shares of common stock outstanding.

FEDNAT HOLDING COMPANY

TABLE OF CONTENTS



PART I: FINANCIAL INFORMATION			PAGE

ITEM 1	Financial Statements	31

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3231

ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	5149

ITEM 4	Controls and Procedures	5149

PART II: OTHER INFORMATION

ITEM 1	Legal Proceedings	5350

ITEM 1A	Risk Factors	5350

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	5350

ITEM 3	Defaults upon Senior Securities	5351

ITEM 4	Mine Safety Disclosures	5351

ITEM 5	Other Information	5351

ITEM 6	Exhibits	5452

SIGNATURES			5554

~~-2-~~

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

FEDNAT HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

໿


		September 30,		December 31,			September 30,		December 31,
		2019		2018			2020		2019
ASSETS	ASSETS					ASSETS
Investments:	Investments:					Investments:
Debt securities, available-for-sale, at fair value (amortized cost of $452,698 and $433,664, respectively)		$	468,130	$	428,641
Debt securities, available-for-sale, at fair value (amortized cost of $519,557 and $512,645, respectively)						Debt securities, available-for-sale, at fair value (amortized cost of $519,557 and $512,645, respectively)	$	540,443	$	526,265
Debt securities, held-to-maturity, at amortized cost	Debt securities, held-to-maturity, at amortized cost	4,369		5,126		Debt securities, held-to-maturity, at amortized cost	0		4,337
Equity securities, at fair value	Equity securities, at fair value	19,014		17,758		Equity securities, at fair value	13,108		20,039
Total investments	Total investments	491,513		451,525		Total investments	553,551		550,641
Cash and cash equivalents	Cash and cash equivalents	121,418		64,423		Cash and cash equivalents	49,286		133,361
Prepaid reinsurance premiums	Prepaid reinsurance premiums	170,294		108,577		Prepaid reinsurance premiums	286,128		145,659
Premiums receivable, net of allowance of $117 and $77, respectively		39,932		29,791
Reinsurance recoverable, net		202,875		211,424
Deferred acquisition costs, net		48,539		39,436
Income taxes, net		1,056		5,220

Premiums receivable, net of allowance of $118 and $159, respectively						Premiums receivable, net of allowance of $118 and $159, respectively	52,753		41,422
Reinsurance recoverable, net of allowance of $52 and $0, respectively						Reinsurance recoverable, net of allowance of $52 and $0, respectively	452,194		209,615
Deferred acquisition costs and value of business acquired, net						Deferred acquisition costs and value of business acquired, net	51,157		56,136
Current and deferred income taxes, net						Current and deferred income taxes, net	24,099		2,552
Goodwill						Goodwill	10,997		10,997
Other assets	Other assets	25,602		14,975		Other assets	34,643		28,633
Total assets	Total assets	$	1,101,229	$	925,371	Total assets	$	1,514,808	$	1,179,016

LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities	Liabilities					Liabilities
Loss and loss adjustment expense reserves	Loss and loss adjustment expense reserves	$	286,948	$	296,230	Loss and loss adjustment expense reserves	$	553,980	$	324,362
Unearned premiums	Unearned premiums	317,393		281,992		Unearned premiums	380,374		360,870
Reinsurance payable		122,802		63,599
Long-term debt, net of deferred financing costs of $1,518 and $596, respectively		98,482		44,404
Reinsurance payable and funds withheld liabilities						Reinsurance payable and funds withheld liabilities	230,987		102,467
Long-term debt, net of deferred financing costs of $1,357 and $1,478, respectively						Long-term debt, net of deferred financing costs of $1,357 and $1,478, respectively	98,643		98,522
Deferred revenue	Deferred revenue	6,239		4,585		Deferred revenue	6,795		6,856

Other liabilities	Other liabilities	31,976		19,302		Other liabilities	42,553		37,246
Total liabilities	Total liabilities	863,840		710,112		Total liabilities	1,313,332		930,323

Commitments and contingencies (see Note 10)
Commitments and contingencies (see Note 11)						Commitments and contingencies (see Note 11)

Shareholders' Equity	Shareholders' Equity					Shareholders' Equity
Preferred stock, $0.01 par value: 1,000,000 shares authorized	Preferred stock, $0.01 par value: 1,000,000 shares authorized	—		—		Preferred stock, $0.01 par value: 1,000,000 shares authorized	0		0
Common stock, $0.01 par value: 25,000,000 shares authorized; 12,869,366 and 12,784,444 issued and outstanding, respectively		129		128
Common stock, $0.01 par value: 25,000,000 shares authorized; 13,717,525 and 14,414,821 issued and outstanding, respectively						Common stock, $0.01 par value: 25,000,000 shares authorized; 13,717,525 and 14,414,821 issued and outstanding, respectively	137		144
Additional paid-in capital	Additional paid-in capital	143,088		141,128		Additional paid-in capital	168,912		167,677
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	11,648		(3,750)		Accumulated other comprehensive income (loss)	15,763		10,281
Retained earnings	Retained earnings	82,524		77,753		Retained earnings	16,664		70,591
Total shareholders’ equity	Total shareholders’ equity	237,389		215,259		Total shareholders’ equity	201,476		248,693
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	1,101,229	$	925,371	Total liabilities and shareholders' equity	$	1,514,808	$	1,179,016

The accompanying notes are an integral part of the unaudited consolidated financial statements.

-1-

~~-3-~~

FEDNAT HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)

໿


		Three Months Ended						Nine Months Ended							Three Months Ended				Nine Months Ended
		September 30,						September 30,							September 30,				September 30,
		2019		2018		2019		2018			2020		2019		2020		2019
Revenues:	Revenues:									Revenues:
Net premiums earned	Net premiums earned	$	87,374	$	98,493	$	268,464	$	264,159	Net premiums earned	$	83,546	$	87,374	$	300,934	$	268,464
Net investment income	Net investment income	4,068		3,137		12,037		9,058		Net investment income	2,404		4,068		9,637		12,037
Net realized and unrealized investment gains (losses)	Net realized and unrealized investment gains (losses)	794		1,760		5,050		916		Net realized and unrealized investment gains (losses)	1,324		794		8,882		5,050
Direct written policy fees	Direct written policy fees	2,514		3,796		7,308		10,685		Direct written policy fees	3,603		2,514		10,662		7,308
Other income	Other income	4,726		3,646		13,115		14,833		Other income	6,439		4,726		16,919		13,115
Total revenues	Total revenues	99,476		110,832		305,974		299,651		Total revenues	97,316		99,476		347,034		305,974

Costs and expenses:	Costs and expenses:									Costs and expenses:
Losses and loss adjustment expenses	Losses and loss adjustment expenses	62,105		62,457		194,284		156,098		Losses and loss adjustment expenses	99,016		62,105		297,862		194,284
Commissions and other underwriting expenses	Commissions and other underwriting expenses	24,854		31,373		75,650		91,467		Commissions and other underwriting expenses	24,580		24,854		90,205		75,650
General and administrative expenses	General and administrative expenses	5,246		5,000		17,336		16,345		General and administrative expenses	5,333		5,246		17,241		17,336
Interest expense	Interest expense	1,894		1,032		8,860		3,139		Interest expense	1,915		1,894		5,745		8,860
Total costs and expenses	Total costs and expenses	94,099		99,862		296,130		267,049		Total costs and expenses	130,844		94,099		411,053		296,130

Income (loss) before income taxes	Income (loss) before income taxes	5,377		10,970		9,844		32,602		Income (loss) before income taxes	(33,528)		5,377		(64,019)		9,844
Income tax expense (benefit)	Income tax expense (benefit)	718		3,020		1,940		8,587		Income tax expense (benefit)	(12,783)		718		(23,928)		1,940
Net income (loss)	Net income (loss)	4,659		7,950		7,904		24,015		Net income (loss)	$	(20,745)	$	4,659	$	(40,091)	$	7,904
Net income (loss) attributable to non-controlling interest		—		—		—		(218)
Net income (loss) attributable to FedNat Holding Company shareholders		$	4,659	$	7,950	$	7,904	$	24,233


Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share									Net Income (Loss) Per Common Share
Basic	Basic	$	0.36	$	0.62	$	0.62	$	1.90	Basic	$	(1.51)	$	0.36	$	(2.89)	$	0.62
Diluted	Diluted	$	0.36	$	0.62	$	0.61	$	1.88	Diluted	(1.51)		0.36		(2.89)		0.61

Weighted Average Number of Shares of Common Stock Outstanding	Weighted Average Number of Shares of Common Stock Outstanding									Weighted Average Number of Shares of Common Stock Outstanding
Basic	Basic	12,854		12,749		12,831		12,775		Basic	13,708		12,854		13,890		12,831
Diluted	Diluted	12,897		12,870		12,880		12,866		Diluted	13,708		12,897		13,890		12,880

Dividends Declared Per Common Share	Dividends Declared Per Common Share	$	0.08	$	—	$	0.24	$	0.16	Dividends Declared Per Common Share	$	0.09	$	0.08	$	0.27	$	0.24

The accompanying notes are an integral part of the unaudited consolidated financial statements.

-2-

~~-4-~~

FEDNAT HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

໿


		Three Months Ended						Nine Months Ended							Three Months Ended				Nine Months Ended
		September 30,						September 30,							September 30,				September 30,
		2019		2018		2019		2018			2020		2019		2020		2019

Net income (loss)	Net income (loss)	$	4,659	$	7,950	$	7,904	$	24,015	Net income (loss)	$	(20,745)	$	4,659	$	(40,091)	$	7,904

Change in net unrealized gains (losses) on investments, available-for-sale, net of tax	Change in net unrealized gains (losses) on investments, available-for-sale, net of tax	2,388		(551)		15,398		(6,601)		Change in net unrealized gains (losses) on investments, available-for-sale, net of tax	1,373		2,388		5,482		15,398
Comprehensive income (loss)	Comprehensive income (loss)	7,047		7,399		23,302		17,414		Comprehensive income (loss)	$	(19,372)	$	7,047	$	(34,609)	$	23,302

Less: comprehensive income (loss) attributable to non-controlling interest, net of tax		—		—		—		(447)
Comprehensive income (loss) attributable to FedNat Holding Company shareholders		$	7,047	$	7,399	$	23,302	$	17,861

The accompanying notes are an integral part of the unaudited consolidated financial statements.

-3-

~~-5-~~

FEDNAT HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)

໿


													Total
													Shareholders'
													Equity
									Accumulated				Attributable to															Accumulated
				Common Stock					Additional		Other				FedNat Holding		Non-			Total				Common Stock				Additional		Other				Total
		Preferred		Issued			Paid-in		Comprehensive		Retained		Company		Controlling		Shareholders'				Preferred		Issued			Paid-in		Comprehensive		Retained		Shareholders'
		Stock		Shares	Amount		Capital		Income (Loss)		Earnings		Shareholders		Interest		Equity				Stock		Shares	Amount		Capital		Income (Loss)		Earnings		Equity
Balance as of June 30, 2019		$	—	12,849,319	$	128	$	142,486	$	9,260	$	78,911	$	230,785	$	—	$	230,785
Balance as of July 1, 2020																			Balance as of July 1, 2020		$	0	13,703,175	$	137	$	168,485	$	14,390	$	38,668	$	221,680

Net income (loss)	Net income (loss)	—		—	—		—		—		4,659		4,659		—		4,659		Net income (loss)		—		—	—		—		—		(20,745)		(20,745)
Other comprehensive income (loss)	Other comprehensive income (loss)	—		—	—		—		2,388		—		2,388		—		2,388		Other comprehensive income (loss)		—		—	—		—		1,373		—		1,373
Dividends declared	Dividends declared	—		—	—		—		—		(1,046)		(1,046)		—		(1,046)		Dividends declared		—		—	—		—		—		(1,259)		(1,259)

Shares issued under share-based compensation plans	Shares issued under share-based compensation plans	—		20,047	1		—		—		—		1		—		1		Shares issued under share-based compensation plans		—		14,350	0		41		—		—		41

Share-based compensation	Share-based compensation	—		—	—		602		—		—		602		—		602		Share-based compensation		—		—	—		386		—		—		386
Balance as of September 30, 2019		$	—	12,869,366	$	129	$	143,088	$	11,648	$	82,524	$	237,389	$	—	$	237,389
Balance as of September 30, 2020																			Balance as of September 30, 2020		$	0	13,717,525	$	137	$	168,912	$	15,763	$	16,664	$	201,476


													Total
													Shareholders'
													Equity
									Accumulated				Attributable to															Accumulated
				Common Stock					Additional		Other				FedNat Holding		Non-			Total				Common Stock				Additional		Other				Total
		Preferred		Issued			Paid-in		Comprehensive		Retained		Company		Controlling		Shareholders'				Preferred		Issued			Paid-in		Comprehensive		Retained		Shareholders'
		Stock		Shares	Amount		Capital		Income (Loss)		Earnings		Shareholders		Interest		Equity				Stock		Shares	Amount		Capital		Income (Loss)		Earnings		Equity
Balance as of June 30, 2018		$	—	12,731,777	$	127	$	140,102	$	(5,350)	$	80,149	$	215,028	$	—	$	215,028
Balance as of July 1, 2019																			Balance as of July 1, 2019		$	0	12,849,319	$	128	$	142,486	$	9,260	$	78,911	$	230,785
Net income (loss)	Net income (loss)	—		—	—		—		—		7,950		7,950		—		7,950		Net income (loss)		—		—	—		—		—		4,659		4,659
Other comprehensive income (loss)	Other comprehensive income (loss)	—		—	—		—		(551)		—		(551)		—		(551)		Other comprehensive income (loss)		—		—	—		—		2,388		—		2,388
Dividends declared	Dividends declared	—		—	—		—		—		2		2		—		2		Dividends declared		—		—	—		—		—		(1,046)		(1,046)

Shares issued under share-based compensation plans	Shares issued under share-based compensation plans	—		42,667	1		22		—		—		23		—		23		Shares issued under share-based compensation plans		—		20,047	1		—		—		—		1

Share-based compensation	Share-based compensation	—		—	—		484		—		—		484		—		484		Share-based compensation		—		—	—		602		—		—		602
Balance as of September 30, 2018		$	—	12,774,444	$	128	$	140,608	$	(5,901)	$	88,101	$	222,936	$	—	$	222,936
Balance as of September 30, 2019																			Balance as of September 30, 2019		$	0	12,869,366	$	129	$	143,088	$	11,648	$	82,524	$	237,389

The accompanying notes are an integral part of the unaudited consolidated financial statements.

-4-

~~-6-~~

FEDNAT HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)

(In thousands, except share data)

(Unaudited)


													Total
													Shareholders'
													Equity
									Accumulated				Attributable to															Accumulated
				Common Stock					Additional		Other				FedNat Holding		Non-			Total				Common Stock				Additional		Other				Total
		Preferred		Issued			Paid-in		Comprehensive		Retained		Company		Controlling		Shareholders'				Preferred		Issued			Paid-in		Comprehensive		Retained		Shareholders'
		Stock		Shares	Amount		Capital		Income (Loss)		Earnings		Shareholders		Interest		Equity				Stock		Shares	Amount		Capital		Income (Loss)		Earnings		Equity
Balance as of January 1, 2019		$	—	12,784,444	$	128	$	141,128	$	(3,750)	$	77,753	$	215,259	$	—	$	215,259
Balance as of January 1, 2020																			Balance as of January 1, 2020		$	0	14,414,821	$	144	$	167,677	$	10,281	$	70,591	$	248,693
Cumulative effect of new accounting standards																			Cumulative effect of new accounting standards		—		—	—		—		—		(25)		(25)
Net income (loss)	Net income (loss)	—		—	—		—		—		7,904		7,904		—		7,904		Net income (loss)		—		—	—		—		—		(40,091)		(40,091)
Other comprehensive income (loss)	Other comprehensive income (loss)	—		—	—		—		15,398		—		15,398		—		15,398		Other comprehensive income (loss)		—		—	—		—		5,482		—		5,482
Dividends declared	Dividends declared	—		—	—		—		—		(3,133)		(3,133)		—		(3,133)		Dividends declared		—		—	—		—		—		(3,819)		(3,819)

Shares issued under share-based compensation plans	Shares issued under share-based compensation plans	—		84,922	1		—		—		—		1		—		1		Shares issued under share-based compensation plans		—		102,939	1		41		—		—		42

Repurchases of common stock																			Repurchases of common stock		—		(800,235)	(8)		—		—		(9,992)		(10,000)
Share-based compensation	Share-based compensation	—		—	—		1,960		—		—		1,960		—		1,960		Share-based compensation		—		—	—		1,194		—		—		1,194
Balance as of September 30, 2019		$	—	12,869,366	$	129	$	143,088	$	11,648	$	82,524	$	237,389	$	—	$	237,389
Balance as of September 30, 2020																			Balance as of September 30, 2020		$	0	13,717,525	$	137	$	168,912	$	15,763	$	16,664	$	201,476


													Total
													Shareholders'
													Equity
									Accumulated				Attributable to															Accumulated
				Common Stock					Additional		Other				FedNat Holding		Non-			Total				Common Stock				Additional		Other				Total
		Preferred		Issued			Paid-in		Comprehensive		Retained		Company		Controlling		Shareholders'				Preferred		Issued			Paid-in		Comprehensive		Retained		Shareholders'
		Stock		Shares	Amount		Capital		Income (Loss)		Earnings		Shareholders		Interest		Equity				Stock		Shares	Amount		Capital		Income (Loss)		Earnings		Equity
Balance as of January 1, 2018		$	—	12,988,247	$	130	$	139,728	$	1,770	$	70,009	$	211,637	$	15,822	$	227,459
Balance as of January 1, 2019																			Balance as of January 1, 2019		$	0	12,784,444	$	128	$	141,128	$	(3,750)	$	77,753	$	215,259
Net income (loss)	Net income (loss)	—		—	—		—		—		24,233		24,233		(218)		24,015		Net income (loss)		—		—	—		—		—		7,904		7,904
Other comprehensive income (loss)	Other comprehensive income (loss)	—		—	—		—		(6,372)		—		(6,372)		(229)		(6,601)		Other comprehensive income (loss)		—		—	—		—		15,398		—		15,398
Dividends declared	Dividends declared	—		—	—		—		—		(2,077)		(2,077)		—		(2,077)		Dividends declared		—		—	—		—		—		(3,133)		(3,133)
Cumulative effect of new accounting standards		—		—	—		—		(994)		994		—		—		—
Acquisition of non-controlling interest		—		—	—		(1,005)		(305)		—		(1,310)		(15,375)		(16,685)

Shares issued under share-based compensation plans	Shares issued under share-based compensation plans	—		112,905	1		38		—		—		39		—		39		Shares issued under share-based compensation plans		—		84,922	1		0		—		—		1
Repurchases of common stock		—		(326,708)	(3)		—		—		(5,058)		(5,061)		—		(5,061)

Share-based compensation	Share-based compensation	—		—	—		1,847		—		—		1,847		—		1,847		Share-based compensation		—		—	—		1,960		—		—		1,960
Balance as of September 30, 2018		$	—	12,774,444	$	128	$	140,608	$	(5,901)	$	88,101	$	222,936	$	—	$	222,936
Balance as of September 30, 2019																			Balance as of September 30, 2019		$	0	12,869,366	$	129	$	143,088	$	11,648	$	82,524	$	237,389

The accompanying notes are an integral part of the unaudited consolidated financial statements.

-5-

~~-7-~~

FEDNAT HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

໿


		Nine Months Ended							Nine Months Ended
		September 30,							September 30,
		2019		2018			2020		2019
Cash flow from operating activities:	Cash flow from operating activities:					Cash flow from operating activities:
Net income (loss)	Net income (loss)	$	7,904	$	24,015	Net income (loss)	$	(40,091)	$	7,904
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:						Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net realized and unrealized investment (gains) losses	Net realized and unrealized investment (gains) losses	(5,050)		(916)		Net realized and unrealized investment (gains) losses	(8,882)		(5,050)
Loss (gain) on early extinguishment of debt	Loss (gain) on early extinguishment of debt	3,575		—		Loss (gain) on early extinguishment of debt	0		3,575
Amortization of investment premium or discount, net	Amortization of investment premium or discount, net	606		1,333		Amortization of investment premium or discount, net	2,353		606
Depreciation and amortization	Depreciation and amortization	1,088		1,033		Depreciation and amortization	1,427		1,088
Share-based compensation	Share-based compensation	1,960		1,847		Share-based compensation	1,194		1,960
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Prepaid reinsurance premiums	Prepaid reinsurance premiums	(61,717)		1,207		Prepaid reinsurance premiums	(140,469)		(61,717)
Premiums receivable, net	Premiums receivable, net	(10,141)		12,107		Premiums receivable, net	(11,331)		(10,141)
Reinsurance recoverable, net	Reinsurance recoverable, net	8,549		(10,135)		Reinsurance recoverable, net	(242,611)		8,549
Deferred acquisition costs		(9,103)		(6,502)
Deferred acquisition costs and value of business acquired, net						Deferred acquisition costs and value of business acquired, net	4,979		(9,103)
Income taxes, net	Income taxes, net	(893)		9,051		Income taxes, net	(23,322)		(893)
Deferred revenue	Deferred revenue	1,654		(1,309)		Deferred revenue	(61)		1,654
Loss and loss adjustment expense reserves	Loss and loss adjustment expense reserves	(9,282)		(9,401)		Loss and loss adjustment expense reserves	229,618		(9,282)
Unearned premiums	Unearned premiums	35,401		1,906		Unearned premiums	19,504		35,401
Reinsurance payable		59,203		5,060
Reinsurance payable and funds withheld liabilities						Reinsurance payable and funds withheld liabilities	128,520		59,203
Other	Other	2,632		(1,038)		Other	401		2,632
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	26,386		28,258		Net cash provided by (used in) operating activities	(78,772)		26,386
Cash flow from investing activities:	Cash flow from investing activities:					Cash flow from investing activities:
Proceeds from sales of equity securities	Proceeds from sales of equity securities	7,461		7,407		Proceeds from sales of equity securities	11,441		7,461
Proceeds from sales of debt securities	Proceeds from sales of debt securities	123,415		153,970		Proceeds from sales of debt securities	346,890		123,415
Purchases of equity securities	Purchases of equity securities	(5,190)		(8,377)		Purchases of equity securities	(4,727)		(5,190)
Purchases of debt securities	Purchases of debt securities	(169,933)		(254,110)		Purchases of debt securities	(402,894)		(169,933)
Maturities and redemptions of debt securities	Maturities and redemptions of debt securities	29,158		86,935		Maturities and redemptions of debt securities	60,767		29,158

Purchases of property and equipment	Purchases of property and equipment	(1,562)		(1,002)		Purchases of property and equipment	(2,585)		(1,562)
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(16,651)		(15,177)		Net cash provided by (used in) investing activities	8,892		(16,651)
Cash flow from financing activities:	Cash flow from financing activities:					Cash flow from financing activities:
Issuance of long-term debt, net of issuance costs		98,390		—
Proceeds from issuance of long-term debt, net of issuance costs						Proceeds from issuance of long-term debt, net of issuance costs	0		98,390
Payment of long-term debt and prepayment penalties	Payment of long-term debt and prepayment penalties	(48,000)		(5,000)		Payment of long-term debt and prepayment penalties	0		(48,000)
Purchase of non-controlling interest		—		(16,685)

Purchases of FedNat Holding Company common stock	Purchases of FedNat Holding Company common stock	—		(5,061)		Purchases of FedNat Holding Company common stock	(10,418)		0
Issuance of common stock for share-based awards	Issuance of common stock for share-based awards	1		39		Issuance of common stock for share-based awards	42		1
Dividends paid	Dividends paid	(3,131)		(3,145)		Dividends paid	(3,819)		(3,131)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	47,260		(29,852)		Net cash provided by (used in) financing activities	(14,195)		47,260
Net increase (decrease) in cash and cash equivalents	Net increase (decrease) in cash and cash equivalents	56,995		(16,771)		Net increase (decrease) in cash and cash equivalents	(84,075)		56,995
Cash and cash equivalents at beginning-of-period	Cash and cash equivalents at beginning-of-period	64,423		86,228		Cash and cash equivalents at beginning-of-period	133,361		64,423
Cash and cash equivalents at end-of-period	Cash and cash equivalents at end-of-period	$	121,418	$	69,457	Cash and cash equivalents at end-of-period	$	49,286	$	121,418

The accompanying notes are an integral part of the unaudited consolidated financial statements.

~~-8-~~-6-

FEDNAT HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

(Continued)

໿


		Nine months ended							Nine Months Ended
		September 30,							September 30,
		2019		2018			2020		2019
Supplemental disclosure of cash flow information:	Supplemental disclosure of cash flow information:					Supplemental disclosure of cash flow information:
Cash paid (received) during the period for interest	Cash paid (received) during the period for interest	$	4,860	$	2,983	Cash paid (received) during the period for interest	$	7,500	$	4,860
Cash paid (received) during the period for income taxes	Cash paid (received) during the period for income taxes	$	2,729	$	(466)	Cash paid (received) during the period for income taxes	(598)		2,729

Significant non-cash investing and financing transactions:	Significant non-cash investing and financing transactions:					Significant non-cash investing and financing transactions:
Right-of-use asset	Right-of-use asset	$	(7,860)	$	—	Right-of-use asset	(7,605)		(7,860)
Lease liability	Lease liability	$	7,860	$	—	Lease liability	7,605		7,860

The accompanying notes are an integral part of the unaudited consolidated financial statements.

-7-

~~-9-~~

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements

September 30, ~~2019~~2020

1. ORGANIZATION, CONSOLIDATION AND BASIS OF PRESENTATION

Organization

FedNat Holding Company (“FNHC,” the “Company,” “we,” “us,” or ~~"our"~~“our”) is ana regional insurance holding company that controls substantially all aspects of the insurance underwriting, distribution and claims processes through our subsidiaries and contractual relationships with independent agents and general agents. ~~The Company,~~We, through ~~its~~our wholly owned subsidiaries, isare authorized to underwrite and/or place homeowners multi-peril ~~("homeowners"~~(“homeowners”), federal flood and other lines of insurance in Florida and other states. ~~The Company markets, distributes~~We market, distribute and ~~services its~~service our own and third-party insurers’ products and other services through a network of independent and general agents.

FedNat Insurance Company (“FNIC”), our largest wholly owned insurance subsidiary, is licensed as an admitted carrier to write ~~specific lines of~~homeowners property and casualty insurance by the state’s insurance departments, in Florida, Louisiana, Texas, Georgia, South Carolina, Alabama and Mississippi. ~~Monarch National~~

Maison Insurance Company ~~(“MNIC”~~("MIC"), ~~our other~~an insurance subsidiary, is licensed as an admitted carrier to write homeowners property and casualty insurance as well as wind/hail-only exposures by the state's insurance departments in ~~Florida. Admitted carriers are bound by rate~~Louisiana, Texas and form regulations, and are strictly regulated to protect policyholders from a variety of illegal and unethical practices. Admitted carriers are also required to financially contribute to the state guarantee fund used to pay for losses if an insurance carrier becomes insolvent or unable to pay loss amounts due to their policyholders.Florida.

~~Refer~~Monarch National Insurance Company (“MNIC”), an insurance subsidiary, is licensed as an admitted carrier to ~~Basis of Presentation~~write homeowners property and ~~Principles of Consolidation and below.~~casualty insurance in Florida.

Material Distribution Relationships

Ivantage Select Agency, Inc.

The Company is a party to an insurance agency master agreement with Ivantage Select Agency, Inc. (“ISA”), an affiliate of Allstate Insurance Company (“Allstate”), pursuant to which the Company has been authorized by ISA to appoint Allstate agents to offer ~~the Company’s~~our FNIC homeowners insurance products to consumers in Florida. As a percentage of the total homeowners premiums we underwrote, ~~23.6%~~20.9% and ~~24.5%~~23.6% were from Allstate’s network of Florida agents, for the three months ended September 30, 2020 and 2019, respectively. As a percentage of the total homeowners premiums we underwrote, 20.9% and ~~2018, respectively. For~~23.5% were from Allstate’s network of Florida agents, for the nine months ended September 30, 2020 and 2019, ~~and 2018, 23.5% and 23.9%, respectively, of the homeowners premiums we underwrote were from Allstate's network of Florida agents.~~respectively.

SageSure Insurance Managers, LLC

The Company is a party to a managing general underwriting agreement with SageSure Insurance Managers, LLC (“SageSure”) to facilitate growth in our FNIC homeowners business outside of Florida. As a percentage of the total homeowners premiums, ~~25.2%~~26.2% and ~~16.2%, respectively,~~25.2% of the Company’s premiums were underwritten by SageSure, for the three months ended September 30, 2020 and 2019, respectively. As a percentage of the total homeowners premiums, 26.0% and ~~2018, respectively. For~~22.4% of the Company’s premiums were underwritten by SageSure, for the nine months ended September 30, 2020 and 2019, ~~and 2018, 22.4% and 14.2%, respectively,~~respectively. As part of our partnership with SageSure, we entered into a profit share agreement, whereby we share 50% of net profits of this line of business, as calculated per the terms of the ~~Company's homeowners premiums were underwritten by Sagesure.~~agreement, subject to certain limitations, which include limits on the net losses that SageSure can realize. The limit is consistent with the amount of inception to date profits of the profit share agreement. In addition, refer to Note 6 for information regarding a fully collateralized quota-share treaty on this book of business.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of FNHC and its wholly-owned subsidiaries and all entities in which the Company has a controlling financial interest and any variable interest entity (“VIE”) of which the Company is the primary beneficiary. The Company’s management believes the consolidated financial statements reflect all material adjustments, including normal recurring adjustments, necessary to fairly state the financial position, results of operations and cash flows of the Company for the periods presented. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company identifies a VIE as an entity that does not have sufficient equity to finance its own activities without additional financial support or where the equity investors lack certain characteristics of a controlling financial interest. The Company assesses its contractual, ownership or other interests in a VIE to determine if the Company’s interest participates in the variability the VIE

-8-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, 2020

was designed to absorb and pass onto variable interest holders. The Company performs an ongoing qualitative assessment of its variable interests in a VIE to determine whether the Company has a controlling financial interest and would therefore be considered the primary beneficiary of the VIE. If the Company determines it is the primary beneficiary of a VIE, the Company consolidates the assets and liabilities of the VIE in its consolidated financial statements.

~~-10-~~

~~FedNat Holding Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~September 30, 2019~~

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

Our significant accounting policies were described in Note 2 of our ~~2018~~2019 Form 10-K. Other than the changes noted in "Recently Issued Accounting Pronouncements, Adopted" below, there have been no significant changes in our significant accounting policies for the nine months ended September 30, ~~2019.~~2020.

Accounting Estimates and Assumptions

The Company prepares the accompanying consolidated financial statements in accordance with GAAP, which requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results may materially differ from those estimates.

Similar to other property and casualty insurers, the Company’s liability for loss and loss adjustment expenses ("LAE") reserves, although supported by actuarial projections and other data, is ultimately based on management’s reasoned expectations of future events. Although considerable variability is inherent in these estimates, the Company believes that the liability and LAE reserve is adequate. The Company reviews and evaluates its estimates and assumptions regularly and makes adjustments, reflected in current operations, as necessary, on an ongoing basis.

Recently Issued Accounting Pronouncements, Adopted

In ~~February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2016-02,~~ ~~Leases (Topic 842). The update superseded the prior lease guidance in Topic 840,~~ ~~Leases~~ and lessees are required to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. Additionally, lessees are required to recognize a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The Company adopted the guidance effective January 1, 2019, by reflecting a $6.1 million right-of-use asset, after-tax, and $6.1 million lease liability, after-tax, on our consolidated balance sheets for our leases in existence as of that date. All of the Company's leases were classified as operating leases and we elected the practical expedient, therefore no adjustment to comparative prior periods presented have been made. The provisions of this ASU did not have an impact on our pattern of lease expense recognition on our consolidated statements of operations.

~~Refer to Note 10 below for additional information regarding leases.~~

~~Recently Issued Accounting Pronouncements, Not Yet Adopted~~

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which significantly changes the measurement of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The update requires entities to record allowances for available-for-sale debt securities rather than reduce the carrying amount, as currently performed under the other-than-temporary impairment ("OTTI") model. The update also requires enhanced disclosures for financial assets measured at amortized cost and available-for-sale debt securities to help the financial statement users better understand significant judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The ~~update is~~Company adopted the guidance effective January 1, 2020, by reflecting a cumulative effect adjustment of less than $0.1 million, after-tax, which decreased retained earnings, held-to-maturity debt securities and reinsurance recoverable.

Refer to Note 7 for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company is in the early stage of evaluating the impact that the update will have on the Company’s consolidated financial position or results of operations.additional information regarding allowances for credit loss.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to defer and recognize as an asset. The Company adopted the guidance effective January 1, 2020, which did not have any impact on the Company’s consolidated financial condition or results of operations.

Recently Issued Accounting Pronouncements, Not Yet Adopted

In January 2020, the FASB issued ASU 2020-1, Accounting for Equity Securities and Equity Investments, which clarifies the interaction between accounting standards related to equity securities (Topic 321), equity method investments (Topic 323), and certain derivatives (Topic 815). The update clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The update is effective for interim and annual reporting periods beginning after December 15, ~~2019,~~2021, with early adoption permitted. The Company is in the early stage of evaluating the impact that the update will have on the Company’s consolidated financial position or results of operations.

~~-11-~~-9-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, ~~2019~~2020

3. ACQUISITIONS

On ~~February 25,~~December 2, 2019, the Company ~~executed a definitive agreement for the~~completed its acquisition of the insurance operations of 1347 Property Insurance Holdings, Inc. ("PIH"). Specifically, the Company ~~will purchase Maison Insurance Company ("MIC"),~~purchased from PIH all of the outstanding equity of MIC, Maison Managers, Inc., and ClaimCor LLC (collectively, the "Maison Companies"). The purchase price is $51.0 million, which includes $25.5 million in cash and $25.5 million in shares of the Company’s common stock. The shares to be issued will be subsequently registered and will be subject to a five years standstill agreement. Additionally, in connection with the pending acquisition, on March 5, 2019, the Company closed on an offering of $100 million of Senior Unsecured Notes due 2029, which bear interest at the annual rate of 7.5%. A portion of the cash from the offering was used to retire the full $45.0 million of outstanding debt (thereby lowering our overall cost of borrowing) and the remainder will be used to purchase the Maison Companies provide multi-peril and ~~for other~~wind/hail only coverage to personal residential dwellings and manufactured/mobile homes in Louisiana, Texas and Florida. The acquisition enables us to increase geographic diversification of our book of business outside Florida and generate additional business with operating synergies and general ~~corporate purposes.~~and administrative expense savings.

~~In addition to~~Revenues and net loss of the ~~purchase price, PIH will receive five years rights~~business acquired were $14.4 million and $5.2 million, respectively, for the three months ended September 30, 2020. Revenues and net loss of ~~first refusal to provide reinsurance of up to 7.5% of any layer in FedNat’s catastrophe reinsurance program~~the business acquired were $46.7 million and ~~a five years agreement~~$10.2 million, respectively, for ~~PIH to provide investment advisory services to FedNat. PIH has also agreed to a non-compete for five years following~~ the ~~closing with respect to residential property insurance in Alabama, Florida, Georgia, Louisiana, South Carolina and Texas.~~nine months ended September 30, 2020.

The ~~transaction, which is subject to~~following unaudited pro forma condensed consolidated statements of operations of the Company assume that the acquisition of the Maison Companies having consolidated GAAP net book value of at least $42 million as of closing and satisfaction of other customary closing conditions, is expected to close as soon as practicable after November 30, 2019, after the conclusion of the hurricane season. was completed on January 1, 2019:

Three

Nine

Months

Ended

September 30, 2019

(In thousands)

Revenue

114,675

352,291

Net income (loss)

1,128

581

Pro forma adjustments include the revenue and net income (loss) of the Maison Companies for each period as well as estimates for amortization of identifiable intangible assets acquired and fair value adjustments associated with investments, VOBA (different than deferred acquisition costs) and reinsurance recoverable. Other pro forma adjustments include the incremental increase to interest expense attributable to financing the acquisition and the impact of reflecting acquisition and integration costs earlier in 2019.

For more information regarding our acquisition, refer to Note 3 of our 2019 Form 10-K.

4. FAIR VALUE

Fair Value Disclosures of Financial Instruments

The Company accounts for financial instruments at fair value or the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are generally based upon observable and unobservable inputs. Observable inputs are based on market data from independent sources, while unobservable inputs reflect the Company’s view of market assumptions in the absence of observable market information. All assets and liabilities that are recorded at fair value are classified and disclosed in one of the following three categories:

•Level 1 - Quoted market prices (unadjusted) for identical assets or liabilities in active markets is defined as a market where transactions for the financial statement occur with sufficient frequency and volume to provide pricing information on an ongoing basis, or observable inputs.

•Level 2 - Quoted market prices for similar assets or liabilities and valuations, using models or other valuation techniques using observable market data. Significant other observable that can be corroborated by observable market data; and

•Level 3 - Instruments that use non-binding broker quotes or model driven valuations that do not have observable market data or those that are estimated based on an ownership interest to which a proportionate share of net assets is attributed.

If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument.

~~-12-~~-10-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, ~~2019~~2020

The Company’s financial instruments measured at fair value on a recurring basis and the level of the fair value hierarchy of inputs used consisted of the following:


		September 30, 2019															September 30, 2020
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
		(In thousands)															(In thousands)
Debt securities - available-for-sale, at fair value:	Debt securities - available-for-sale, at fair value:									Debt securities - available-for-sale, at fair value:
United States government obligations and authorities	United States government obligations and authorities	$	73,590	$	100,650	$	—	$	174,240	United States government obligations and authorities	$	36,115	$	155,418	$	0	$	191,533
Obligations of states and political subdivisions	Obligations of states and political subdivisions	—		13,328		—		13,328		Obligations of states and political subdivisions	0		22,226		0		22,226
Corporate securities	Corporate securities	—		255,399		—		255,399		Corporate securities	0		295,745		0		295,745
International securities	International securities	—		25,163		—		25,163		International securities	0		30,939		0		30,939
Debt securities, at fair value	Debt securities, at fair value	73,590		394,540		—		468,130		Debt securities, at fair value	36,115		504,328		0		540,443

Equity securities, at fair value	Equity securities, at fair value	16,570		2,444		—		19,014		Equity securities, at fair value	10,724		2,384		0		13,108

Total investments, at fair value	Total investments, at fair value	$	90,160	$	396,984	$	—	$	487,144	Total investments, at fair value	$	46,839	$	506,712	$	0	$	553,551

໿


		December 31, 2018															December 31, 2019
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
		(In thousands)															(In thousands)
Debt securities - available-for-sale, at fair value:	Debt securities - available-for-sale, at fair value:									Debt securities - available-for-sale, at fair value:
United States government obligations and authorities	United States government obligations and authorities	$	43,918	$	83,950	$	—	$	127,868	United States government obligations and authorities	$	83,764	$	110,429	$	0	$	194,193
Obligations of states and political subdivisions	Obligations of states and political subdivisions	—		9,767		—		9,767		Obligations of states and political subdivisions	0		24,020		0		24,020
Corporate securities	Corporate securities	—		268,731		—		268,731		Corporate securities	0		278,302		0		278,302
International securities	International securities	—		22,275		—		22,275		International securities	0		29,750		0		29,750
Debt securities, at fair value	Debt securities, at fair value	43,918		384,723		—		428,641		Debt securities, at fair value	83,764		442,501		0		526,265

Equity securities, at fair value	Equity securities, at fair value	16,037		1,721		—		17,758		Equity securities, at fair value	17,361		2,678		0		20,039

Total investments, at fair value	Total investments, at fair value	$	59,955	$	386,444	$	—	$	446,399	Total investments, at fair value	$	101,125	$	445,179	$	0	$	546,304

Held-to-maturity debt securities reported on the consolidated balance sheets at amortized cost and disclosed at fair value below (and in Note 5) and the level of fair value hierarchy of inputs used consisted of the following:

Level 1 Level 2 Level 3 Total
(In thousands)
September 30, 2019 $ 3,435 $ 914 $ — $ 4,349
December 31, 2018 3,809 1,155 — 4,964


	Level 1		Level 2		Level 3		Total
	(In thousands)
September 30, 2020	$	0	$	0	$	0	$	0
December 31, 2019	3,453		878		0		4,331

We measure the fair value of our securities based on assumptions used by market participants in pricing the security. The most appropriate valuation methodology is selected based on the specific characteristics of the security, and we consistently apply the valuation methodology to measure the security’s fair value. Our fair value measurement is based on a market approach that utilizes prices and other relevant information generated by market transactions involving identical or comparable securities. We review the third-party pricing methodologies on a quarterly basis and validate the fair value prices to a separate independent data service and ensure there are no material differences. Additionally, market indicators, industry and economic events are monitored.

~~-13-~~-11-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, ~~2019~~2020

A summary of the significant valuation techniques and market inputs for each financial instrument carried at fair value includes the following:

•United States Government Obligations and Authorities - In determining the fair value for United States government securities in Level 1, the Company uses quoted prices (unadjusted) in active markets for identical or similar assets. In determining the fair value for United States government securities in Level 2, the Company uses the market approach utilizing primary valuation inputs including reported trades, dealer quotes for identical or similar assets in markets that are not active, benchmark yields, credit spreads, reference data and industry and economic events.

•Obligations of States and Political Subdivisions - In determining the fair value for state and municipal securities, the Company uses the market approach utilizing primary valuation inputs including reported trades, dealer quotes for identical or similar assets in markets that are not active, benchmark yields, credit spreads, reference data and industry and economic events.

•Corporate and International Securities - In determining the fair value for corporate securities the Company uses the market approach utilizing primary valuation inputs including reported trades, dealer quotes for identical or similar assets in markets that are not active, benchmark yields, credit spreads (for investment grade securities), observations of equity and credit default swap curves (for high-yield corporates), reference data and industry and economic events.

•Equity Securities - In determining the fair value for equity securities in Level 1, the Company uses quoted prices (unadjusted) in active markets for identical or similar assets. In determining the fair value for equity securities in Level 2, the Company uses the market approach utilizing primary valuation inputs including reported trades, dealer quotes for identical or similar assets in markets that are not active, benchmark yields, credit spreads, reference data and industry and economic events.

We did not have securities trading in less liquid or illiquid markets with limited or no pricing information, therefore we did not use unobservable inputs to measure fair value as of September 30, 2020 and December 31, 2019. Additionally, we did not have any assets or liabilities measured at fair value on a nonrecurring basis as of September 30, 2020 or December 31, 2019, and we noted no significant changes in our valuation methodologies between those periods.

There were 0 changes to the Company’s valuation methodology and the Company is not aware of any events or circumstances that would have a significant adverse effect on the carrying value of its assets and liabilities measured at fair value as of September 30, ~~2019~~2020 and December 31, ~~2018.~~2019. There were 0 transfers between the fair value hierarchy levels during the nine months ended September 30, ~~2019~~2020 and ~~2018.~~2019.

~~-14-~~

~~FedNat Holding Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~September 30, 2019~~

5. INVESTMENTS

Unrealized Gains and Losses

The difference between amortized cost or cost and estimated fair value and gross unrealized gains and losses, by major investment category, consisted of the following:

໿


		Amortized		Gross		Gross					Amortized		Gross		Gross
		Cost		Unrealized		Unrealized					Cost		Unrealized		Unrealized
		or Cost		Gains		Losses		Fair Value			or Cost		Gains		Losses		Fair Value
		(In thousands)															(In thousands)
September 30, 2019
September 30, 2020										September 30, 2020
Debt securities - available-for-sale:	Debt securities - available-for-sale:									Debt securities - available-for-sale:
United States government obligations and authorities	United States government obligations and authorities	$	170,400	$	3,986	$	146	$	174,240	United States government obligations and authorities	$	188,805	$	2,835	$	107	$	191,533
Obligations of states and political subdivisions	Obligations of states and political subdivisions	13,002		326		—		13,328		Obligations of states and political subdivisions	21,332		909		15		22,226
Corporate	Corporate	244,735		10,765		101		255,399		Corporate	279,670		16,394		319		295,745
International	International	24,561		623		21		25,163		International	29,750		1,204		15		30,939
		452,698		15,700		268		468,130			$	519,557	$	21,342	$	456	$	540,443

Debt securities - held-to-maturity:
United States government obligations and authorities		3,589		18		62		3,545
Corporate		725		23		—		748
International		55		1		—		56
		4,369		42		62		4,349
Total investments, excluding equity securities		$	457,067	$	15,742	$	330	$	472,479

໿

Amortized Gross Gross
Cost Unrealized Unrealized
or Cost Gains Losses Fair Value
(In thousands)
December 31, 2018
Debt securities - available-for-sale:
United States government obligations and authorities $ 127,928 $ 1,091 $ 1,151 $ 127,868
Obligations of states and political subdivisions 9,870 27 130 9,767
Corporate 273,192 510 4,971 268,731
International 22,674 12 411 22,275
433,664 1,640 6,663 428,641

Debt securities - held-to-maturity:
United States government obligations and authorities 4,085 1 158 3,928
Corporate 986 2 6 982
International 55 — 1 54
5,126 3 165 4,964
Total investments, excluding equity securities $ 438,790 $ 1,643 $ 6,828 $ 433,605

~~-15-~~12-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, ~~2019~~2020


	Amortized		Gross		Gross
	Cost		Unrealized		Unrealized
	or Cost		Gains		Losses		Fair Value
	(In thousands)
December 31, 2019
Debt securities - available-for-sale:
United States government obligations and authorities	$	191,546	$	3,073	$	426	$	194,193
Obligations of states and political subdivisions	23,748		294		22		24,020
Corporate	268,182		10,252		132		278,302
International	29,169		593		12		29,750
	512,645		14,212		592		526,265

Debt securities - held-to-maturity:
United States government obligations and authorities	3,585		12		39		3,558
Corporate	697		20		0		717
International	55		1		0		56
	4,337		33		39		4,331
Total investments, excluding equity securities	$	516,982	$	14,245	$	631	$	530,596

Net Realized and Unrealized Gains and Losses

The Company calculates the gain or loss realized on the sale of investments by comparing the sales price (fair value) to the cost or amortized cost of the security sold. Net realized gains and losses on investments are determined in accordance with the specific identification method.

Net realized and unrealized gains (losses) recognized in earnings, by major investment category, consisted of the following:

໿


		Three Months Ended						Nine Months Ended							Three Months Ended				Nine Months Ended
		September 30,						September 30,							September 30,				September 30,
		2019		2018		2019		2018			2020		2019		2020		2019
		(In thousands)															(In thousands)
Gross realized and unrealized gains:	Gross realized and unrealized gains:									Gross realized and unrealized gains:
Debt securities	Debt securities	$	897	$	91	$	2,048	$	355	Debt securities	$	919	$	897	$	11,708	$	2,048
Equity securities	Equity securities	326		1,922		4,633		4,163		Equity securities	1,361		326		3,566		4,633
Total gross realized and unrealized gains	Total gross realized and unrealized gains	1,223		2,013		6,681		4,518		Total gross realized and unrealized gains	2,280		1,223		15,274		6,681

Gross realized and unrealized losses:	Gross realized and unrealized losses:									Gross realized and unrealized losses:
Debt securities	Debt securities	(4)		(253)		(524)		(2,571)		Debt securities	(121)		(4)		(2,608)		(524)
Equity securities	Equity securities	(425)		—		(1,107)		(1,031)		Equity securities	(835)		(425)		(3,784)		(1,107)
Total gross realized and unrealized losses	Total gross realized and unrealized losses	(429)		(253)		(1,631)		(3,602)		Total gross realized and unrealized losses	(956)		(429)		(6,392)		(1,631)
Net realized and unrealized gains (losses) on investments	Net realized and unrealized gains (losses) on investments	$	794	$	1,760	$	5,050	$	916	Net realized and unrealized gains (losses) on investments	$	1,324	$	794	$	8,882	$	5,050

-13-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, 2020

The above line item, net realized and unrealized gains (losses) on investments, includes the following equity securities gains (losses) recognized in earnings:


		Three Months Ended						Nine Months Ended							Three Months Ended				Nine Months Ended
		September 30,						September 30,							September 30,				September 30,
		2019		2018		2019		2018			2020		2019		2020		2019
		(In thousands)															(In thousands)
Net realized and unrealized gains (losses)	Net realized and unrealized gains (losses)	$	(99)	$	1,922	$	3,526	$	3,132	Net realized and unrealized gains (losses)	$	526	$	(99)	$	(218)	$	3,526
Less:	Less:									Less:
Net realized and unrealized gains (losses) on securities sold	Net realized and unrealized gains (losses) on securities sold	1,012		409		394		674		Net realized and unrealized gains (losses) on securities sold	2,635		1,012		2,053		394
Net unrealized gains (losses) still held as of the end-of-period		$	(1,111)	$	1,513	$	3,132	$	2,458
Net realized and unrealized gains (losses) recognized during the period still held as of the end-of-period										Net realized and unrealized gains (losses) recognized during the period still held as of the end-of-period	$	(2,109)	$	(1,111)	$	(2,271)	$	3,132

~~-16-~~

~~FedNat Holding Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~September 30, 2019~~

Contractual Maturity

Actual maturities may differ from contractual maturities because issuers may have the right to call or pre-pay obligations.

Amortized cost and estimated fair value of debt securities, by contractual maturity, consisted of the following:

໿


		September 30, 2019							September 30, 2020
		Amortized					Amortized
		Cost		Fair Value			Cost		Fair Value
Securities with Maturity Dates	Securities with Maturity Dates	(In thousands)						Securities with Maturity Dates	(In thousands)
Debt securities, available-for-sale:	Debt securities, available-for-sale:					Debt securities, available-for-sale:
One year or less	One year or less	$	24,715	$	24,761	One year or less	$	18,875	$	19,022
Over one through five years	Over one through five years	152,917		157,160		Over one through five years	195,641		203,440
Over five through ten years	Over five through ten years	139,570		146,237		Over five through ten years	132,764		140,422
Over ten years	Over ten years	135,496		139,972		Over ten years	172,277		177,559
		452,698		468,130
Debt securities, held-to-maturity:
One year or less		206		207
Over one through five years		3,983		3,960
Over five through ten years		69		71
Over ten years		111		111

		4,369		4,349
Total	Total	$	457,067	$	472,479	Total	$	519,557	$	540,443

Net Investment Income

Net investment income consisted of the following:

໿


		Three Months Ended						Nine Months Ended							Three Months Ended				Nine Months Ended
		September 30,						September 30,							September 30,				September 30,
		2019		2018		2019		2018			2020		2019		2020		2019
		(In thousands)															(In thousands)
Interest income	Interest income	$	4,005	$	3,089	$	11,831	$	8,904	Interest income	$	2,374	$	4,005	$	9,445	$	11,831
Dividends income	Dividends income	63		48		206		154		Dividends income	30		63		192		206
Net investment income	Net investment income	$	4,068	$	3,137	$	12,037	$	9,058	Net investment income	$	2,404	$	4,068	$	9,637	$	12,037

~~-17-~~-14-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, ~~2019~~2020

Aging of Gross Unrealized Losses

Gross unrealized losses and related fair values for debt securities, grouped by duration of time in a continuous unrealized loss position, consisted of the following:

໿


		Less than 12 months						12 months or longer							Total							Less than 12 months				12 months or longer		Total
				Gross				Gross				Gross						Gross				Gross				Gross
		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized				Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
		Value		Losses		Value		Losses		Value		Losses				Value		Losses		Value		Losses		Value		Losses
						(In thousands)																(In thousands)
September 30, 2019
September 30, 2020														September 30, 2020
Debt securities - available-for-sale:	Debt securities - available-for-sale:													Debt securities - available-for-sale:
United States government obligations and authorities	United States government obligations and authorities	$	20,948	$	115	$	6,238	$	31	$	27,186	$	146	United States government obligations and authorities		$	30,860	$	105	$	82	$	2	$	30,942	$	107
Obligations of states and political subdivisions	Obligations of states and political subdivisions	—		—		—		—		—		—		Obligations of states and political subdivisions		1,679		15		0		0		1,679		15
Corporate	Corporate	10,502		36		5,277		65		15,779		101		Corporate		22,669		319		0		0		22,669		319
International	International	2,202		18		1,023		3		3,225		21		International		4,158		14		132		1		4,290		15
		33,652		169		12,538		99		46,190		268				$	59,366	$	453	$	214	$	3	$	59,580	$	456

Debt securities, held-to-maturity:
United States government obligations and authorities		100		—		2,306		62		2,406		62
Corporate		20		—		—		—		20		—
International		—		—		—		—		—		—
		120		—		2,306		62		2,426		62
Total investments, excluding equity securities		$	33,772	$	169	$	14,844	$	161	$	48,616	$	330


		Less than 12 months						12 months or longer							Total							Less than 12 months				12 months or longer		Total
				Gross				Gross				Gross						Gross				Gross				Gross
		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized				Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
		Value		Losses		Value		Losses		Value		Losses				Value		Losses		Value		Losses		Value		Losses
						(In thousands)																(In thousands)
December 31, 2018
December 31, 2019														December 31, 2019
Debt securities - available-for-sale:	Debt securities - available-for-sale:																Debt securities - available-for-sale:
United States government obligations and authorities	United States government obligations and authorities	$	22,673	$	246	$	29,727	$	905	$	52,400	$	1,151	United States government obligations and authorities		$	49,833	$	409	$	2,218	$	17	$	52,051	$	426
Obligations of states and political subdivisions	Obligations of states and political subdivisions	3,254		18		4,786		112		8,040		130		Obligations of states and political subdivisions		6,810		22		0		0		6,810		22
Corporate	Corporate	160,361		3,058		53,232		1,913		213,593		4,971		Corporate		15,872		94		7,694		38		23,566		132
International	International	15,608		217		4,678		194		20,286		411		International		3,856		10		179		2		4,035		12
		201,896		3,539		92,423		3,124		294,319		6,663				76,371		535		10,091		57		86,462		592

Debt securities, held-to-maturity:	Debt securities, held-to-maturity:													Debt securities, held-to-maturity:
United States government obligations and authorities	United States government obligations and authorities	229		1		3,113		157		3,342		158		United States government obligations and authorities		0		0		2,287		39		2,287		39
Corporate		591		6		90		—		681		6
International		54		1		—		—		54		1

		874		8		3,203		157		4,077		165
Total investments, excluding equity securities	Total investments, excluding equity securities	$	202,770	$	3,547	$	95,626	$	3,281	$	298,396	$	6,828	Total investments, excluding equity securities		$	76,371	$	535	$	12,378	$	96	$	88,749	$	631

~~-18-~~

~~FedNat Holding Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~September 30, 2019~~

As of September 30, ~~2019,~~2020, the Company held a total of ~~106~~103 debt securities that were in an unrealized loss position, of which 423 securities were in an unrealized loss position continuously for 12 months or more. As of December 31, ~~2018,~~2019, the Company held a total of ~~1,222~~203 debt securities that were in an unrealized loss position, of which ~~371~~24 securities were in an unrealized loss position continuously for 12 months or more. The unrealized losses associated with these securities consisted primarily of losses related to corporate securities.

~~The~~

-15-

FedNat Holding Company ~~holds some of its debt securities as available-for-sale~~ and ~~as such, these securities are recorded at fair value. The Company continually monitors the difference between cost and the estimated fair value of its investments, which involves uncertainty as~~Subsidiaries

Notes to whether declines in value are temporary in nature. If the decline of a particular investment is deemed temporary, the Company records the decline as an unrealized loss in shareholders’ equity. If the decline is deemed to be other than temporary, the Company will write the security’s cost-basis or amortized cost-basis down to the fair value of the investment and recognizes an OTTI loss in the Company’s consolidated statement of operations. Additionally, any portion of such decline related to debt securities that is believed to arise from factors other than credit will be recorded as a component of other comprehensive income rather than charged against income. The Company did 0t have any OTTI losses on its available-for-sale debt securities for the first nine months of 2019 and 2018.Consolidated Financial Statements (Continued)

September 30, 2020

~~The Company's equity investments are measured at fair value through net income (loss).~~

Collateral Deposits

Cash and cash equivalents and investments, the majority of which were debt securities, with fair values of ~~$10.8~~$9.5 million and ~~$10.3~~$11.2 million, were deposited with governmental authorities and into custodial bank accounts as required by law or contractual obligations as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

Reclassification of Held-to-Maturity Securities to Available-for-Sale

The Company sold held-to-maturity securities with a carrying value of $70 thousand and realized a loss of less than $1 thousand during the second quarter of 2020 due to credit concerns for certain securities. The Company, as of the date of the aforementioned sales, reclassified its remaining held-to-maturity securities to available-for-sale. The held-to-maturity securities transferred had an amortized cost of $4.2 million and fair value of $4.3 million and resulted in $0 and $58 thousand of unrealized gains, pre-tax, recognized in other comprehensive income, respectively in the three and nine months ended September 30, 2020.

6. REINSURANCE

Overview

Reinsurance is used to mitigate the exposure to losses, manage capacity and protect capital resources. The Company reinsures (cedes) a portion of written premiums on an excess of loss or a quota-share basis in order to limit the Company’s loss exposure. To the extent that reinsuring companies are unable to meet their obligations assumed under these reinsurance agreements, the Company remains primarily liable to its policyholders.

The Company is selective in choosing reinsurers and considers numerous factors, the most important of which is the financial stability of the reinsurer or capital specifically pledged to uphold the contract, its history of responding to claims and its overall reputation. In an effort to minimize the Company’s exposure to the insolvency of a reinsurer, the Company evaluates the acceptability and review the financial condition of the reinsurer at least annually with the assistance of the Company’s reinsurance broker.

Significant Reinsurance Contracts

~~2018-2019 Excess of Loss Reinsurance Programs~~

With the February 21, 2018 acquisition of the minority interests of MNIC, the Company has combined both FNIC and MNIC under a single program allowing the Company to capitalize on efficiencies and scale. FNIC and MNIC’s combined 2018-2019 reinsurance programs cost $148.8 million. This amount includes $102.7 million for the private reinsurance for the Company’s exposure, including prepaid automatic premium reinstatement protection, along with $46.1 million payable to the FHCF. The combination of private and FHCF reinsurance treaties affords FNIC and MNIC $1.8 billion of aggregate coverage with a maximum single event coverage totaling $1.3 billion, exclusive of retentions. Both FNIC and MNIC maintained their FHCF participation at 75% for the 2018 hurricane season. FNIC’s single event pre-tax retention for a catastrophic event in Florida is $20.0 million, up slightly from the 2017-2018 reinsurance program and MNIC’s single event pre-tax retention for a catastrophic event is $3.0 million, down slightly from the 2017-2018 reinsurance program.

The combined FNIC and MNIC private market excess of loss treaties, covering both Florida and non-Florida exposures, became effective July 1, 2018 and all private layers have prepaid automatic reinstatement protection, which affords the Company additional coverage for subsequent events. These private market excess of loss treaties structure coverage into layers, with a cascading feature such that substantially all layers attach after $20.0 million in losses for FNIC and after $3.0 million in losses for MNIC. If the

~~-19-~~

~~FedNat Holding Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~September 30, 2019~~

aggregate limit of the preceding layer is exhausted, the next layer drops down (cascades) in its place. Additionally, any unused layer protection drops down for subsequent events until exhausted. Given current market conditions, FNIC has elected not to purchase any multiple year protection and terminated the second year of the $89.0 million of multiple year protection that FNIC purchased last year on a two-year basis. FNIC also had $156.0 million of multiple year protection that expired on June 30, 2018. The overall reinsurance programs are with reinsurers that currently have an A.M. Best or Standard & Poor’s rating of “A-” or better, or have fully collateralized their maximum potential obligations in dedicated trusts.

FNIC’s non-Florida excess of loss reinsurance treaties afford us an additional $23.0 million of aggregate coverage with first event coverage totaling $5.0 million and second event coverage totaling $18.0 million, with the incremental $13.0 million of second event coverage applying to hurricane losses only. The end result is a non-Florida retention of $15.0 million for the first event and $2.0 million for the second event though these retentions are reduced to $7.5 million and $1.0 million after taking into account the profit sharing agreement that FNIC has with the nonaffiliated managing general underwriter that writes our non-Florida property business. FNIC’s non-Florida reinsurance program cost will $2.0 million for this private reinsurance, including prepaid automatic premium reinstatement protection.

The Company’s cost and amounts of reinsurance are based on management’s current analysis of exposure to catastrophic risk. The data will be subjected to exposure level analysis at various dates during the period ending December 31, 2018. This analysis of the Company’s exposure level in relation to the total exposures to the FHCF and excess of loss treaties may produce changes in retentions, limits and reinsurance premiums as a result of increases or decreases in the Company’s exposure level.

2019-2020 Catastrophe Excess of Loss Reinsurance Program

Given the ~~pending~~December 2, 2019 acquisition of the Maison Companies, the Company and PIH agreed to combine FNIC, MNIC, and MIC under a single reinsurance program allowing the carriers to capitalize on efficiencies, spread of risk and scale.

The combined reinsurance treaties ~~provides~~provide approximately $1.3 billion of single-event reinsurance coverage in excess of a $27 million retention for catastrophic losses on the first event (and $15 million on the second and third events), including hurricanes, and aggregate coverage of $1.9 billion, at an approximate total cost of ~~$224.4 million, of which FNIC's and MNIC's share of the cost is estimated to total $179.3~~$224.3 million.

The combined FNIC, ~~MNIC~~MIC and ~~MIC~~MNIC private market excess of loss treaties, covering both Florida and non-Florida exposures, ~~become~~became effective July 1, 2019 and all private layers have prepaid automatic reinstatement protection, which affords the carriers additional coverage for subsequent events. This private market excess of loss treaty structure breaks coverage into layers, with a cascading feature such that substantially all layers attach after $20 million in losses for FNIC, $2 million in losses for MNIC and $5 million in losses for MIC. For FNIC and MNIC, the second and third event attaches at $10 million per event, on a combined basis. If the aggregate limit of the preceding layer is exhausted, the next layer drops down (cascades) in its place. Additionally, any unused layer protection drops down for subsequent events until exhausted. The overall reinsurance program is with reinsurers that currently have an A.M. Best Company or Standard & Poor’s rating of “A-” or better or have fully collateralized their maximum potential obligations in dedicated trusts.

As indicated above, FNIC, ~~MNIC~~MIC and ~~MIC’s~~MNIC's combined 2019-2020 reinsurance program is estimated to cost ~~$224.4~~$224.3 million. This amount includes approximately ~~$178.8~~$178.5 million for private reinsurance for the carriers’ exposure described above, including prepaid automatic premium reinstatement protection, along with approximately ~~$45.6~~$45.8 million payable to the FHCF. The combination of private and FHCF reinsurance treaties ~~will afford~~affords FNIC, MNIC, and MIC approximately $1.9 billion of aggregate coverage with a maximum single event coverage totaling approximately $1.3 billion, exclusive of retentions. Each carrier will directly pay ~~directly~~ its allocated portion of the aggregate reinsurance ceded premium cost. The allocation methodology by which FNIC, MNIC, and MIC ~~will determine~~ determines

-16-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, 2020

their share of the premium and distribution of reinsurance recoveries under the combined reinsurance tower is based on catastrophe loss modeling of the separate books of business. Each carrier ~~will share~~shares the combined program cost in proportion to its contribution to the total expected loss in each reinsurance layer. Each carrier's reinsurance recoveries will be based on that carrier's contributing share of a given event's total loss. Both FNIC and MNIC maintained their FHCF participation at 75% for the 2019 hurricane season, and MIC increased its FHCF participation to 90%.

FNIC’s non-Florida excess of loss reinsurance ~~treaties afford~~treaty affords us an additional $18 million of coverage for a second event, which applies to hurricane losses only. The result is a non-Florida retention of $20 million for FNIC for the first event and $2 million for the second event, although these retentions are reduced to $10 million and $1 million after taking into account the profit-sharing agreement that FNIC has with the non-affiliated managing general underwriter that writes FNIC’s non-Florida property business.

~~-20-~~

~~FedNat Holding Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~September 30, 2019~~

FNIC’s non-Florida reinsurance program cost for the above specific coverage ~~will approximate~~approximates $1.8 million for this private reinsurance.

The insurance carriers’ cost and amounts of reinsurance are based on current analysis of exposure to catastrophic risk. The data is subjected to exposure level analysis at various dates through December 31, 2019. This analysis of the carriers’ exposure level in relation to the total exposures to the FHCF and excess of loss treaties may produce changes in retentions, limits and reinsurance premiums in total, and by carrier, as a result of increases or decreases in the carriers’ exposure levels.

2020-2021 Catastrophe Excess of Loss Reinsurance Program

The Company’s excess of loss catastrophe reinsurance program for 2020-2021 (the “Program”), which covers the Company and its wholly-owned insurance subsidiaries, FNIC, MIC and MNIC was renewed effective July 1, 2020. FNIC, MIC, and MNIC are collectively referred to herein as the “carriers”. The Program provides up to approximately $1.3 billion of single-event reinsurance coverage in excess of up to a $31 million retention for catastrophic losses, including hurricanes, and aggregate coverage up to $1.9 billion, at an approximate total cost of $283.3 million, subject to adjustments based on actual exposure or premium of policies at different points in time in the coming months. The Company will retain 100% of the first $25 million retention on each event plus up to an additional $6 million in retention on the first event by retaining an approximate 8.6% co-participation of the next $70 million of limit after the first $25 million. More specifically, the Program includes up to approximately $1.3 billion in aggregate private reinsurance for coverage in all states in which the Company operates, of which up to approximately $650 million is limited to any one event, plus an additional $650 million of reinsurance provided by the Florida Hurricane Catastrophe Fund (“FHCF”), that responds on both a per occurrence and in the aggregate basis, and which coverage is exclusive to the state of Florida.

The private layers of the Program, covering both Florida and non-Florida exposures have prepaid automatic reinstatement protection, which affords the carriers additional coverage for subsequent events. The private reinsurance market continued to harden this year due to a number of factors, including issues unique to the U.S. coastal catastrophe reinsurance marketplace generally and the Florida market specifically. These factors resulted in more restrictive terms by some of our individual reinsurers. The change in terms from the prior year’s program includes some portion of the program having a single aggregate retention for our carriers taken as a whole, versus each carrier’s own individual retention, plus some portions of the program not “cascading”, which could create less broad coverage on events, if any, beyond two large events and generate potential gaps in coverage that will need to be filled with additional post renewal reinsurance protection or be retained net by the Company. As of September 30, 2020, the overall reinsurance Program was placed with reinsurers with an A.M. Best Company or Standard & Poor’s rating of “A-” or better, or that have fully collateralized their maximum potential obligations in dedicated trusts. For the purpose of debt covenant compliance, if any reinsurer on the program is not collateralized or has a rating lower than “A-” by A.M. Best Company or Standard & Poor’s then the Company treats that reinsurer’s participation as if it was part of the Company’s net retention. Refer to "Part II, Item 1A., Risk Factors” for more information.

The total Program cost includes approximately $235.9 million for private reinsurance for the carriers’ exposure described above, including prepaid automatic reinstatement premium protection, along with approximately $47.4 million payable to the FHCF. The combination of private and FHCF reinsurance treaties will afford the carriers up to approximately $1.9 billion of aggregate coverage within Florida and $1.3 billion in states outside Florida with a maximum single event coverage totaling up to approximately $1.3 billion within Florida and approximately $650 million outside Florida, exclusive of retentions.

Each carrier will share the combined program cost in proportion to its contribution to the total expected loss in each reinsurance layer. Each carrier’s reinsurance recoveries will be based on that carrier’s contributing share of a given event’s total loss and each carrier will be responsible for its portion of the Program’s $25 million per event retention ($31 million for the first event only) based on a specific allocation formula. Both FNIC and MNIC increased their FHCF participation to 90% for the 2020 hurricane season, and MIC maintained its FHCF participation at 90%.

-17-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, 2020

In addition, the Company purchased subsequent event reinsurance coverage that has a lower retention than the first event. Under the Program, FNIC’s non-Florida book of business as written by SageSure has excess of loss reinsurance treaties which afford this specific book of business additional protection through an additional $16 million of coverage for a second event, which applies to hurricane losses only. This additional reinsurance coverage is specific to FNIC's non-Florida business and does not afford coverage to MIC's non-Florida business. The result is a retention of approximately $18 million for FNIC's book with SageSure for the first event and approximately $2 million for the second event, although these retentions are reduced to approximately $9 million and approximately $1 million after taking into account the profit-sharing agreement that FNIC has with SageSure. Furthermore, for Florida only losses, the carriers purchased second and third event coverage of 71.5% of $15 million excess of $10 million that reduces the second and third event retention for the carriers, from $25 million to $14.3 million per event, on a combined basis, which could be reduced further by an additional 28.5% placed on a parametric basis with an Excess and Surplus lines carrier that will provide coverage for the second and third Florida hurricane loss, if the first event loss criteria has been satisfied to the carriers after the inception of treaty. The amount of recovery with the parametric product is based on the magnitude of the hurricane and the proximity of the individual insured risk to the hurricane path. This coverage terminates on May 31, 2021.

Furthermore, on September 3, 2020, the Company secured $39.2 million of reinsurance limit at an approximate cost of $11.2 million. This limit is available for Hurricane Delta and any subsequent events that occur during the remainder of the current treaty year. In addition, on October 13, 2020, the Company secured 50% of $10 million excess of $8 million of reinsurance limit at an approximate cost of $875 thousand to lower its retention and further protect FNIC’s non-Florida book of business written by SageSure. This limit is available for any named storm event during the remainder of the calendar year. On November 5, 2020, the Company secured an additional $13.5 million of reinsurance limit at an approximate cost of $2.0 million. This limit will be available for any subsequent events that occur for the remainder of the calendar year, except for Tropical Depression Eta.

The carriers’ cost and amounts of reinsurance are based on current analysis of exposure to catastrophic risk. The data is subjected to exposure level analysis at various dates through December 31, 2020. This analysis of the carriers’ exposure levels in relation to the total exposures to the FHCF and excess of loss treaties may produce changes in retentions, limits and reinsurance premiums in total, and by carrier, as a result of increases or decreases in the carriers’ exposure levels.

Quota-Share Reinsurance Programs

FNIC's reinsurance programs also include quota-share treaties. One such treaty for 30% became effective July 1, 2014, and another for 10% became effective on July 1, 2015 with each running for two years. The combined treaties provided up to a 40% quota-share reinsurance on covered losses for the homeowners’ property and liability insurance program in Florida. The treaties are accounted for as retrospectively rated contracts whereby the estimated ultimate premium or commission is recognized over the period of the contracts.

On July 1, 2016, the 30% quota-share treaty expired on a cut-off basis, which means as of that date the Company retained an incremental 30% of its unearned premiums and losses. On July 1, 2017, the 10% quota-share treaty expired on a cut-off basis, which means as of that date we retained an incremental 10% of the underlying unearned premiums and losses. The reinsurers remain liable for the paid losses occurring during the terms of the treaties, until each treaty is commuted.

On July 1, 2017, FNIC bound a 10% quota-share on its Florida homeowners book of business, which excluded named storms, subject to certain ~~limitations including, but not limited to caps on losses associated with occurrences.~~limitations. This treaty is not subject to accounting as a retrospectively rated contract. This treaty expired on July 1, 2018 on a cut-off basis, meaning that the reinsurer will not be liable (under this agreement) for losses as a result of occurrences taking place after the date of termination, and the unearned premium previously ceded ~~will be~~was returned to FNIC.

On July 1, 2018, FNIC renewed the quota-share treaty on its Florida homeowners book of business, on an in-force, new and renewal basis, excluding named storms, which was initially set at a 2%, cession and is subject to certain ~~limitations including, but not limited to caps on losses associated with occurrences.~~limitations. In addition, this quota-share allowed FNIC to prospectively increase or decrease the cession percentage up to three times during the term of the agreement. Effective October 1, 2018, FNIC elected to increase the cession percentage from 2% to 10% on an in-force, new and renewal basis.

The treaty expired on July 1, 2019 on a cut-off basis, meaning that the reinsurer will not be liable (under this agreement) for losses as a result of occurrences taking place after the date of termination, and the unearned premium previously ceded ~~will be~~was returned to FNIC.

On July 1, 2019, FNIC renewed the quota-share treaty on its Florida homeowners book of business, on an in-force, new and renewal basis, excluding named storms, which was ~~initially~~ set at a 10%~~, which~~ cession and is subject to certain ~~limitations including, but not limited to, caps on losses associated with non-named storm catastrophe losses.~~limitations. In addition, this quota-share allows FNIC the flexibility to prospectively increase or decrease the cession percentage up to three times during the term of the agreement. The treaty expired on July 1, 2020 on a cut-off basis, meaning that the reinsurer will not be liable (under this

-18-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, 2020

agreement) for losses as a result of occurrences taking place after the date of termination, and the unearned premium previously ceded was returned to FNIC.

On July 1, 2020, FNIC renewed the quota-share treaty on its Florida homeowners book of business, on an in-force, new and renewal basis, excluding named storms, which was set at a 10% cession and is subject to certain limitations. In addition, this quota-share allows FNIC the flexibility to prospectively increase or decrease the cession percentage up to three times during the term of the agreement. Effective October 1, 2020, FNIC, with the agreement of Swiss Re, increased its cession percentage on this treaty from 10% to 20% on an in-force, new and renewal basis.

On July 1, 2020, FNIC entered into a new quota-share treaty with Anchor Re, Inc. ("Anchor Re"), which is an Arizona captive reinsurance entity that is under the same ownership umbrella as SageSure. The ~~Company’s private passenger automobile~~treaty provides 50% quota-share ~~treaties are programs~~reinsurance protection on in-force, new and renewal business through June 30, 2021, subject to certain limitations, which ~~became~~include limits on the net losses that Anchor Re can realize during the treaty year. The limit is consistent with the amount of inception to date profits of the profit share agreement, as discussed earlier, at the effective ~~at different points~~date of this treaty. The treaty arrangement is fully collateralized through Anchor Re, Inc. The financial economics of this treaty essentially supplement the 50% profit-sharing agreement that has been and will continue to be in place with SageSure. Thus, this treaty is not expected to have any impact on the ~~year~~pre-tax operating results of the Company, though the components of the combined ratio will be affected by the ceding of premiums, claims and ~~cover auto policies across several states.~~commissions. On November 3, 2020, FNIC, with the agreement of Anchor Re, increased its cession percentage from 50% to 80%, effective December 1, 2020, on its non-Florida homeowners book of business, on an in-force, new and renewal basis. The Company expects FNIC will receive statutory surplus relief from this new quota-share treaty and increase in cession, as described above.

Associated Trust Agreements

Certain reinsurance agreements require FNIC ~~and MNIC~~ to secure the credit, regulatory and business risk. Fully funded trust agreements securing these risks totaled less than $0.1 million as of September 30, ~~2019~~2020 and December 31, ~~2018.~~2019.

~~-21-~~

~~FedNat Holding Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~September 30, 2019~~

Reinsurance Recoverable, Net

Amounts recoverable from reinsurers are recognized in a manner consistent with the claims liabilities associated with the reinsurance placement and presented on the consolidated balance sheet as reinsurance recoverable. Reinsurance recoverable, net consisted of the following:

໿


		September 30,		December 31,			September 30,		December 31,
		2019		2018			2020		2019
		(In thousands)							(In thousands)
Reinsurance recoverable on paid losses	Reinsurance recoverable on paid losses	$	47,857	$	45,028	Reinsurance recoverable on paid losses	$	102,973	$	45,186
Reinsurance recoverable on unpaid losses	Reinsurance recoverable on unpaid losses	155,018		166,396		Reinsurance recoverable on unpaid losses	349,221		164,429
Reinsurance recoverable, net	Reinsurance recoverable, net	$	202,875	$	211,424	Reinsurance recoverable, net	$	452,194	$	209,615

As of September 30, ~~2019~~2020, and December 31, ~~2018,~~2019, the Company had reinsurance recoverable of ~~$164.0~~$304.7 million ~~and $183.5 million, respectively as~~(as a result of Hurricanes Irma, Laura and Sally) and $163.7 million (as a result of Hurricanes Irma and Michael). Hurricane ~~Michael~~Sally made landfall in Alabama on September 16, 2020 as a Category 2 hurricane impacting both Alabama and ~~Irma. All reinsurers~~the Florida panhandle. Hurricane Laura made landfall in ~~our excess-of-loss reinsurance programs have an A.M. Best or Standard & Poor’s rating of “A-“ or better, or have fully collateralized their maximum potential obligations in dedicated trusts.~~Louisiana on August 27, 2020 as a Category 4 hurricane impacting both Louisiana and eastern Texas.

-19-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, 2020

Net Premiums Written and Net Premiums Earned

Net premiums written and net premiums earned consisted of the following:

໿


		Three Months Ended						Nine Months Ended							Three Months Ended				Nine Months Ended
		September 30,						September 30,							September 30,				September 30,
		2019		2018		2019		2018			2020		2019		2020		2019
		(In thousands)															(In thousands)
Net Premiums Written	Net Premiums Written									Net Premiums Written
Direct	Direct	$	159,131	$	139,022	$	460,534	$	440,151	Direct	$	180,152	$	159,131	$	558,492	$	460,534
Ceded	Ceded	(146,231)		(81,023)		(220,363)		(177,604)		Ceded	(304,751)		(146,231)		(379,268)		(220,363)
		$	12,900	$	57,999	$	240,171	$	262,547		$	(124,599)	$	12,900	$	179,224	$	240,171
Net Premiums Earned	Net Premiums Earned									Net Premiums Earned
Direct	Direct	$	145,546	$	144,907	$	425,133	$	438,239	Direct	$	183,518	$	145,546	$	538,988	$	425,133
Ceded	Ceded	(58,172)		(46,414)		(156,669)		(174,080)		Ceded	(99,972)		(58,172)		(238,054)		(156,669)
		$	87,374	$	98,493	$	268,464	$	264,159		$	83,546	$	87,374	$	300,934	$	268,464

7. ALLOWANCES FOR CREDIT LOSS

Overview

There is significant risk and judgment involved in determining estimates of our allowances for credit loss, which reduce the amortized cost of an asset to produce an estimate of the net amount that will be collected over the asset's contractual life. Longer time horizons generally present more uncertainty in expected cash flow. We evaluate the expected credit loss of assets on an individual basis, except in cases where assets collectively share similar risk characteristics where we pool them together. We evaluate and estimate our allowances for credit loss by considering reasonable, relevant and supportable available information.

Activity in the allowances for credit loss, by asset line item on the consolidated balance sheet, is summarized as follows:


	Debt
	Securities,				Reinsurance
	Held-to-		Premiums		Recoverable,
	Maturity		Receivable		Net		Total
	(In thousands)
Balance as of December 31, 2019	$	0	$	159	$	0	$	159
Cumulative effect of new accounting standard (1)	1		0		32		33
Credit loss expense (recovery) (2)	(1)		(41)		20		(22)
Balance as of September 30, 2020	$	0	$	118	$	52	$	170

(1)Refer to Note 2 above for information about our adoption of ASU 2016-13 on January 1, 2020.

(2)Reflected in commissions and other underwriting expenses on the consolidated statements of comprehensive income (loss).

Accrued investment income is included in other assets on the consolidated balance sheet. We immediately write-off accrued investment income if it becomes uncollectible, therefore we do not measure or record an allowance for credit losses.

~~-22-~~-20-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, ~~2019~~2020

7.Investments

Our investment policy is established by the Board of Directors’ Investment Committee and is reviewed on a regular basis. This policy currently limits investment in non-investment-grade debt securities (including high-yield bonds), and limits total investments in preferred stock, common stock and mortgage notes receivable. We also comply with applicable laws and regulations that further restrict the type, quality and concentration of our investments. We do not use any swaps, options, futures or forward contracts to hedge or enhance our investment portfolio.

Our investment portfolio has inherent risks because it contains volatility associated with market pricing and interest rate sensitive instruments, such as bonds, which may be adversely affected by changes in interest rates or credit worthiness. The effects of market volatility, declining economic conditions, such as a U.S. or global economic slowdown, whether due to COVID-19, or other factors, could adversely impact the credit quality of securities in our portfolio and may have unforeseen consequences on the liquidity and financial stability of the issuers of securities we hold.

Our debt securities portfolio includes securities that:

•Are explicitly guaranteed by a sovereign entity that can print its own currency;

•The currency is routinely held by central banks, used in international commerce and commonly viewed as a reserve currency; and

•Have experienced a consistent high credit rating by rating agencies and a long history with no credit losses.

We believe if these governments were to technically default it is reasonable to assume an expectation of immaterial losses, even in the current strained market conditions. Refer to Note 5 above for the balances of these sovereign debt securities, which are reported in the following investment categories:

•United States government obligations and authorities;

•Obligations of states and political subdivisions; and

•International.

For our debt securities, available-for-sale, the fact that a security’s fair value is below its amortized cost is not a decisive indicator of credit loss. In many cases, a security’s fair value may decline due to factors that are unrelated to the issuer’s ability to pay. For this reason, we consider the extent to which fair value is below amortized cost in determining whether a credit-related loss exists. The Company also considers the credit quality rating of the security, with a special emphasis on securities downgraded below investment grade. A comparison is made between the present value of expected future cash flows for a security and its amortized cost. If the present value of future expected cash flows is less than amortized cost, a credit loss is presumed to exist and an allowance for credit loss is established. Management may conclude that a qualitative analysis is sufficient to support its conclusion that the present value of the expected cash flows equals or exceeds a security’s amortized cost. As a result of this review, management concluded that there were no credit-related impairments of our available-for-sale securities as of January 1, 2020, and September 30, 2020. Management does not intend to sell available-for-sale securities in an unrealized loss position, and it is not “more likely than not” that the Company will be required to sell these securities before a recovery in their value to their amortized cost basis occurs.

Our equity investments are measured at fair value through net income (loss), therefore they do not require an allowance for credit loss.

We measure and record our valuation allowances for credit losses on our held-to-maturity corporate securities assets by multiplying the probability the asset would default within a given timeframe (“PD”) by the percentage of the asset not expected to be collected upon default, or loss given default (“LGD”), and multiplying that percentage by the amortized cost of the asset. We use market observable data for our PD and LGD assumptions.

-21-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, 2020

Premiums Receivable

We do have collectability risk, but our homeowners policy terms are one year or less and our policyholders are dispersed throughout the southeast United States, although the majority of our policyholders are located in Florida.

We write-off premiums receivable if the individual policy becomes uncollectible. Because collectively our premiums receivable share similar risk characteristics, we pool them to measure our valuation allowance for credit losses using an aging method approach. This method applies historical loss rates to levels of delinquency for our policy terms that are one year or less. Based upon historical collectability, adjusted for current and future economic conditions, we have measured and recorded our valuation allowances for premiums receivable.

The aging of our premiums receivable and associated allowance for credit loss as of September 30, 2020 was as follows:


			Days Past Due
	Current		1-29		30-59		60-89		90 plus		0	Total
			(In thousands)
Amortized cost	$	52,177	$	527	$	51	$	11	$	105		$	52,871
Allowance for credit loss	0		(7)		(3)		(3)		(105)			(118)
Net	$	52,177	$	520	$	48	$	8	$	0		$	52,753

Reinsurance Recoverable

Refer to Note 6 above for details of our efforts to minimize our exposure to losses from a reinsurer’s inability to pay.

We measure and record our valuation allowances for credit losses on our reinsurance recoverables asset by multiplying the PD by the LGD and multiplying the result by the amortized cost of the asset. We use market observable data for our PD and LGD assumptions, and in cases where we are unable to observe LGD, we assume it is 100%.

-22-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, 2020

8. LOSS AND LOSS ADJUSTMENT RESERVES

The liability for loss and LAE reserves is determined on an individual-case basis for all claims reported. The liability also includes amounts for unallocated expenses, anticipated future claim development and incurred but not reported ("IBNR").

Activity in the liability for loss and LAE reserves is summarized as follows:


		Nine Months Ended							Nine Months Ended
		September 30,							September 30,
		2019		2018			2020		2019
		(In thousands)							(In thousands)
Gross reserves, beginning-of-period	Gross reserves, beginning-of-period	$	296,230	$	230,515	Gross reserves, beginning-of-period	$	324,362	$	296,230
Less: reinsurance recoverable (1)	Less: reinsurance recoverable (1)	(166,396)		(98,345)		Less: reinsurance recoverable (1)	(164,429)		(166,396)
Net reserves, beginning-of-period	Net reserves, beginning-of-period	129,834		132,170		Net reserves, beginning-of-period	159,933		129,834

Incurred loss, net of reinsurance, related to:	Incurred loss, net of reinsurance, related to:					Incurred loss, net of reinsurance, related to:
Current year	Current year	195,024		159,998		Current year	291,741		195,024
Prior year loss development (redundancy) (2)	Prior year loss development (redundancy) (2)	1,238		330		Prior year loss development (redundancy) (2)	6,912		1,238
Ceded losses subject to offsetting experience account adjustments (3)	Ceded losses subject to offsetting experience account adjustments (3)	(1,978)		(4,230)		Ceded losses subject to offsetting experience account adjustments (3)	(744)		(1,978)
Prior years	Prior years	(740)		(3,900)		Prior years	6,168		(740)
Amortization of acquisition fair value adjustment						Amortization of acquisition fair value adjustment	(47)		0
Total incurred loss and LAE, net of reinsurance	Total incurred loss and LAE, net of reinsurance	194,284		156,098		Total incurred loss and LAE, net of reinsurance	297,862		194,284

Paid loss, net of reinsurance, related to:	Paid loss, net of reinsurance, related to:					Paid loss, net of reinsurance, related to:
Current year	Current year	114,790		87,960		Current year	143,106		114,790
Prior years	Prior years	77,398		71,266		Prior years	109,930		77,398
Total paid loss and LAE, net of reinsurance	Total paid loss and LAE, net of reinsurance	192,188		159,226		Total paid loss and LAE, net of reinsurance	253,036		192,188

Net reserves, end-of-period	Net reserves, end-of-period	131,930		129,042		Net reserves, end-of-period	204,759		131,930
Plus: reinsurance recoverable (1)	Plus: reinsurance recoverable (1)	155,018		92,072		Plus: reinsurance recoverable (1)	349,221		155,018
Gross reserves, end-of-period	Gross reserves, end-of-period	$	286,948	$	221,114	Gross reserves, end-of-period	$	553,980	$	286,948

(1)Reinsurance recoverable in this table includes only ceded loss and LAE reserves.

(2)Reflects loss development from prior accident years impacting pre-tax net income. Excludes losses ceded under retrospective reinsurance treaties to the extent there is an offsetting experience account adjustment.

(3)Reflects losses ceded under retrospective reinsurance treaties to the extent there is an offsetting experience account adjustment, such that there is no impact on pre-tax net income (loss).

The establishment of loss reserves is an inherently uncertain process and changes in loss reserve estimates are expected as such estimates are subject to the outcome of future events. The factors influencing changes in claim costs are often difficult to isolate or quantify and developments in paid and incurred losses from historical trends are frequently subject to multiple interpretations. Changes in estimates, or differences between estimates and amounts ultimately paid, are reflected in the operating results of the period during which such adjustments are made.

During the nine months ended September 30, 2020, the Company experienced $6.9 million of unfavorable loss and LAE reserve development on prior accident years in its Florida homeowners and commercial general liability lines of business, offset by redundancy in the homeowners line of business as a result of lower LAE associated with several catastrophe events.

During the nine months ended September 30, 2019, the Company experienced $1.2 million of unfavorable loss and LAE reserve development on prior accident years ~~which consists of adverse development~~ in its commercial general liability and personal automobile lines of business, offset by redundancy in the homeowners line of business as a result of lower LAE ~~expenses~~ associated primarily with Hurricane Irma.

During the nine months ended September 30, 2018, the Company experienced $0.3 million of favorable loss and LAE reserve redundancy in accident year 2017. The redundancy was the result of lower LAE expenses associated primarily with Hurricane Irma.

~~-23-~~23-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, ~~2019~~2020

As previously disclosed, the Company entered into 30% and 10% retrospectively-rated Florida-only property quota-share treaties, which ended on July 1, 2016 and 2017, respectively. These agreements included a profit share (experience account) provision, under which the Company will receive ceded premium adjustments at the end of the treaty to the extent there is a positive balance in the experience account. This experience account is based on paid losses rather than incurred losses. Due to the retrospectively-rated nature of this treaty, when the experience account is positive we cede losses under these treaties as the claims are paid with an equal and offsetting adjustment to ceded premiums (in recognition of the related change to the experience account receivable), with no impact on net income. Conversely, when the experience account is negative, the Company cedes losses on an incurred basis with no offsetting adjustment to ceded premiums, which impacts net income. Loss development can be either favorable or unfavorable regardless of whether the experience account is in a positive or negative position.

8.9. LONG-TERM DEBT

~~As discussed in~~Refer to Note ~~3 above, the net proceeds~~8 of the offering discussed in Senior Unsecured Notes below, were in part used to redeem all $45 million of the Company's Senior Unsecured Fixed Rate Notes Due 2022 and the Company's Senior Notes Due 2027. We recognized $3.6 million as interest expense in our ~~consolidated statements of operations~~2019 Form 10-K for ~~the six months ended June 30, 2019, for prepayment fees, including the write-off unamortized debt issuance costs on the repayment.~~information regarding our long-term debt.

~~Senior Unsecured Notes~~10. INCOME TAXES

OnIn response to COVID-19, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law on March ~~5, 2019,~~27, 2020. The CARES Act contains several relief provisions for corporations and lifts certain deduction limitations originally imposed by the Tax Cut and Jobs Act. The CARES Act, among other things, includes temporary changes regarding the prior and future utilization of net operating losses (“NOL”), temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes and the creation of certain refundable employee retention credits. The Company has been evaluating the various provisions of the CARES Act. As described below, the Company completed a private placement offering and issued $100.0 million in principal amount of Senior Unsecured Fixed Rate Notes due 2029 (the "Notes”), pursuant to an indenture dated as of March 5, 2019 (the “Indenture”). The Notes mature on March 15, 2029 and bear interest at a fixed rate of 7.5% per year, payable semi-annually in arrears, subject to increasesdid utilize the NOL provision in the interest rate payable in the event of a downgrade in the credit rating assigned to the Notes. The Notes are not convertible or exchangeable for any equity securities, other securities or assets of the Company or any subsidiary.

The Company may redeem the Notes under certain circumstances as set forth in the Indenture. Prior to March 15, 2024, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100.00% of the principal amount of the Notes to be redeemed, plus the “Applicable Premium,” plus accrued and unpaid interest on such Notes, if any, on the Notes redeemed, to the applicable redemption date. The “Applicable Premium” is defined in the Indenture to mean, with respect to any Note on any applicable redemption date, the greater of (1) 1.0% of the then-outstanding principal amount of such Note and (2) the excess (if any) of: (A) the present value at such redemption date of (i) the applicable redemption price of such Note at March 15, 2024 (excluding any accrued but unpaid interest), plus (ii) all required interest payments due on such Note through March 15, 2024 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate (as defined in the Indenture) on such redemption date plus 50 basis points; over (B) the then-outstanding principal amount of such Note.

On and after March 15, 2024, the Company may redeem the Notes, in whole or in part, at 103.750% in 2024, 101.875% in 2025, and 100% in 2026 and thereafter, together with any accrued and unpaid interest on the Notes being redeemed to but excluding the date of redemption.

If a change in control of the Company, as defined in the Indenture, occurs, the holders of the Notes will have the right to require the Company to purchase all or a portion of their Notes at a price in cash equal to 101% of the principal amount thereof, plus any accrued but unpaid interest.

The Notes are senior unsecured obligations of the Company and will rank equally with all of the Company’s other future senior unsecured indebtedness. The Indenture includes customary covenants and events of default. Among other things, the covenants restrict the ability of the Company and its subsidiaries to incur additional indebtedness or make restricted payments, including dividends, and under certain circumstances, the Company is required to maintain certain levels of reinsurance coverage while the Notes remain outstanding, and maintain certain other financial covenants. These covenants are subject to important exceptions and qualifications set forth in the Indenture. Principal and interest on the Notes are subject to acceleration in the event of certain events of default, including automatic acceleration upon certain bankruptcy-related events.

~~-24-~~

~~FedNat Holding Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~September 30, 2019~~

~~Long-term debt consisted of the following:~~

September 30, December 31,
2019 2018
(In thousands)
Senior unsecured fixed rate notes, due March 15, 2029, net of deferred financing costs of $1,518 and $0, respectively $ 98,482 $ —
Senior unsecured floating rate notes, due December 31, 2027, net of deferred financing costs of $0 and $348, respectively — 24,652
Senior unsecured fixed rate notes, due December 31, 2022, net of deferred financing costs of $0 and $248, respectively — 19,752
Total long-term debt, net $ 98,482 $ 44,404

~~As of September 30, 2019, the Company's estimated annual aggregate amount of debt maturities includes the following:~~


	~~Aggregate~~
	~~Debt~~
~~For the Years Ending December 31,~~	~~Maturities~~
	~~(In thousands)~~
~~2019~~	$	—
~~2020~~	—
~~2021~~	—
~~2022~~	—
~~2023~~	—
~~Thereafter~~	~~100,000~~
~~Total debt maturities~~	~~100,000~~
~~Less: deferred financing costs~~	~~1,518~~
~~Total debt maturities, net~~	$	~~98,482~~

~~9. INCOME TAXES~~current year.

Our effective income tax rate is the ratio of income tax expense (benefit) over our income (loss) before income taxes. The effective income tax rate was ~~13.4%~~38.1% and ~~27.5%~~13.4% for the three months ended September 30, ~~2019~~2020 and ~~2018,~~2019, respectively. The effective income tax rate was ~~19.7%~~37.4% and ~~26.3%~~19.7% for the nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, respectively. Differences in the effective tax and the statutory Federal income tax rate of 21% are driven by state income taxes and anticipated annual permanent differences, including estimates for tax-exempt interest, dividends received deduction, and executive compensation ~~and other items.~~as well as NOL carrybacks from the impact of the CARES Act.

The Company had an uncertain tax position of ~~$0.4~~$0.6 million and ~~$0.6~~$0.4 million as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. The Company does not have a valuation allowance on its deferred income tax asset as of September 30, ~~2019~~2020 and December 31, ~~2018.~~2019.

We recognize accrued interest and penalties related to unrecognized tax benefits in ~~income tax expense (benefit) in~~ the consolidated statements of operations and statements of comprehensive income (loss). For the three and nine months ended September 30, 2020, the Company recognized $0.2 million of expense related to an uncertain tax position. For the three and nine months ended September 30, 2019, the Company recognized $0.2 million of benefit related to an uncertain tax position and our associated accrued interest and penalties was less than $0.1 million. ~~For the three and nine months ended September 30, 2018, the Company did 0t recognize any expenses related to an uncertain tax position.~~

~~-25-~~

~~FedNat Holding Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~September 30, 2019~~

~~10.~~11. COMMITMENTS AND CONTINGENCIES

Litigation and Legal Proceedings

In the ordinary course of business, the Company is involved in various legal proceedings, specifically claims litigation. The Company’s insurance subsidiaries participate in most of these proceedings by either defending third-party claims brought against insureds or litigating first-party coverage claims. The Company accounts for such activity through the establishment of loss and LAE reserves. The Company’s management believes that the ultimate liability, if any, with respect to such ordinary-course claims litigation, after consideration of provisions made for potential losses and costs of defense, is immaterial to the Company’s consolidated financial statements. The Company is also occasionally involved in other legal and regulatory proceedings, some of which may assert claims for substantial amounts, making the Company party to individual actions in which ~~extra contractual~~extra-contractual damages, punitive damages or penalties, such as claims alleging bad faith in the handling of insurance claims, are sought.

-24-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, 2020

The Company reviews the outstanding matters, if any, on a quarterly basis. The Company accrues for estimated losses and contingent obligations in the consolidated financial statements if and when the obligation or potential loss from any litigation, legal proceeding or claim is considered probable and the amount of the potential exposure is reasonably estimable. The Company records such probable and estimable losses through the establishment of legal expense reserves. As events evolve, facts concerning litigation and contingencies become known and as additional information becomes available, the Company’s management reassesses its potential liabilities related to pending claims and litigation and may revise its previous estimates and make appropriate adjustment to the financial statements. Estimates that require judgment are subject to change and are based on management’s assessment, including the advice of legal counsel, the expected outcome of litigation and legal proceedings or other dispute resolution proceedings or the expected resolution of contingencies. The Company’s management believes that the Company’s accruals for probable and estimable losses are reasonable and that the amounts accrued do not have a material effect on the Company’s consolidated financial statements.

Regarding the matter involving the Co-Existence Agreement effective as of April 30, 2013 with Federated Mutual Insurance Company and the related arbitration (please see Note 9 of our 2018 Form 10-K for more information), the U.S. Court of Appeals for the Eighth Circuit agreed with the Company’s position that the U.S. District Court in Minnesota did not have jurisdiction over the Company, vacated the judgment of the Minnesota court confirming the arbitration award, and ordered the Minnesota matter dismissed. The parties are in the process of completing mutual releases and the dismissal of all remaining pending proceedings.

Assessment Related Activity

The Company operates in a regulatory environment where certain entities and organizations have the authority to require us to participate in assessments. Currently these entities and organizations include: Florida Insurance Guaranty Association (“FIGA”), Citizens Property Insurance Corporation (“Citizens”), FHCF, ~~Florida Automobile Joint Underwriters Association (“JUA”),~~ Georgia Insurers Insolvency Pool (“GIIP”), Special Insurance Fraud Fund (“SIIF”), Fair Access to Insurance Requirements Plan (“FAIRP”), ~~Georgia Automobile Insurance Plan (“GAIP”),~~ Property Insurance Association of Louisiana (“PIAL”~~), Louisiana Automobile Insurance Plan (“LAIP”~~), South Carolina Property & Casualty Insurance Guaranty Association (“SCPCIGA”), Texas Property and Casualty Insurance Guaranty Association (“TPCIGA”), Texas Windstorm Insurance Association (“TWIA”), ~~Texas Automobile Insurance Plan Association (“TAIPA”),~~ Alabama Insurance Guaranty Association (“AIGA”), and Alabama Insurance Underwriters Association (“AIUA”). As a direct premium writer, ~~in Florida,~~ we are required to participate in certain insurer solvency associations under ~~Florida law, administered by FIGA.~~the applicable laws in the states in which we do business. One form of assessment requires us to collect the assessment from our policyholders and then remit the collected amounts to the assessing entity, which does not have any impact on our financial results. We are also subject to assessments that require us to pay the full amount of the assessment to the assessing entity and then we are permitted to make rate filings to allow us to recoup the amount of the assessment from our policyholders over time.

In connection with its automobile line of business, which is currently winding down, FNIC is also required to participate in an insurance apportionment plan under Florida law, which is referred to as a JUA Plan. The JUA Plan provides for the equitable apportionment of any profits realized, or losses and expenses incurred, among participating automobile insurers. In the event of an underwriting deficit incurred by the JUA Plan, which is not recovered through the policyholders in the JUA Plan, such deficit shall be recovered from the companies participating in the JUA Plan in the proportion that the net direct written premiums of each such member during the preceding calendar year bear to the aggregate net direct premiums written in this state by all members of the JUA Plan. There were no material assessments by the JUA Plan as of December 31, ~~2018.~~2019. Future assessments by the JUA and the JUA Plan are indeterminable at this time.

~~-26-~~-25-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, ~~2019~~2020

Leases

The Company is committed under anvarious operating lease ~~agreement~~agreements for office ~~space with a nine-and-a-half-year term remaining.~~space.

The right-of-use asset is reflected in other assets and the lease liability is reflected in other liabilities on our consolidated balance sheets. Lease expense, net of sublease income is reflected in general and administrative expenses on our consolidated statements of operations.

Additional information related to our operating lease agreement for office space consisted of the following:


	September 30,
	~~2019~~2020
	(In thousands)
Right-of-use asset	$	~~7,860~~7,605
Accrued rent	~~(279)~~(245)
Right-of-use asset, net	$	~~7,581~~7,360

Lease liability	$	~~7,860~~7,605

~~Weighted-average~~Weighted average discount rate	~~4.71~~4.70		%
Weighted average remaining years of lease term	7.9


	~~Nine~~
	~~Months~~
	~~Ended~~
	~~September 30,~~
	~~2019~~
	~~(In thousands)~~
~~Lease expense~~	$	~~779~~
~~Sublease income~~	~~(127)~~
~~Lease expense, net~~	$	~~652~~

~~Net cash provided by (used in) operating activities~~	$	~~(440)~~


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
	(In thousands)
Lease expense	$	280	$	260	$	839	$	779
Sublease income	(34)		(49)		(303)		(127)
Lease expense, net	$	246	$	211	$	536	$	652

Net cash provided by (used in) operating activities	$	(223)	$	(188)	$	(456)	$	(440)

The interest ~~rate~~rates implicit in our ~~lease was~~leases were not known, therefore the weighted-average discount rate above was determined by what FedNat would have had to pay to borrow the lease payments in a similar economic environment that existed at inception of our ~~lease~~leases while considering our general credit and the theoretical collateral of the office space. In the event of a change to lease term, the Company would re-evaluate all inputs and assumptions, including the discount rate.

~~Refer to Note 2 above for additional information regarding the implementation of new lease accounting rules on January 1, 2019.~~

~~-27-~~

~~FedNat Holding Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~September 30, 2019~~

~~11.~~12. SHAREHOLDERS' EQUITY

Common Stock Repurchases

The Company may repurchase shares in open market transactions in accordance with Rule 10b-18 or under Rule 10b5-1 of the Exchange Act from time to time in its discretion, based on ongoing assessments of the Company’s capital needs, the market price of its common stock and general market conditions. The amount and timing of all repurchase transactions are contingent upon market conditions, applicable legal requirements and other factors.

In December ~~2018,~~2019, the Company’s Board of Directors authorized ~~an additional~~a share repurchase program under which the Company may repurchase up to $10.0 million of its outstanding shares of common stock from January 1, 2020 through December 31, ~~2019.~~2020. In March 2020, the Company’s Board of Directors authorized an additional $10.0 million increase to the share repurchase program. This increased authorization will allow the Company to purchase up to $20 million of shares outstanding through December 31, 2020. During the nine months ended September 30, 2020, the Company repurchased 800,235 shares of its common stock at a total

-26-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, 2020

cost of $10.0 million, which is an average price per share of $12.50. As of September 30, ~~2019,~~2020, and as of the filing of this report, the remaining availability for future repurchases of our common stock under this program was $10.0 million.

Securities Offerings

In June 2018, the Company filed with the Securities and Exchange Commission (“SEC”) on Form S-3, a shelf registration statement enabling the Company to offer and sell, from time to time, up to an aggregate of $150.0 million of securities. No securities have been offered or sold under this registration statement.

~~Stock Compensation Plan~~

In June 2018, the Company filed with the SEC on Form S-8, a registration statement registering 800,000 shares of common stock reserved for issuance under the Company’s 2018 Omnibus Incentive Compensation Plan (the “2018 Plan”). The 2018 Plan, which was approved by the Company’s shareholders at the 2018 annual meeting, is an equity compensation plan that may be used for our employees, non-employee directors, consultants and advisors.

Share-Based Compensation Expense

Share-based compensation arrangements include the following:

໿


		Three Months Ended						Nine Months Ended							Three Months Ended				Nine Months Ended
		September 30,						September 30,							September 30,				September 30,
		2019		2018		2019		2018			2020		2019		2020		2019
		(In thousands)															(In thousands)
Restricted stock	Restricted stock	$	467	$	512	$	1,463	$	1,660	Restricted stock	$	344	$	467	$	1,066	$	1,463
Performance stock	Performance stock	135		(28)		497		187		Performance stock	42		135		128		497
Total share-based compensation expense	Total share-based compensation expense	$	602	$	484	$	1,960	$	1,847	Total share-based compensation expense	$	386	$	602	$	1,194	$	1,960

Recognized tax benefit	Recognized tax benefit	$	137	$	123	$	481	$	468	Recognized tax benefit	$	95	$	137	$	293	$	481
Intrinsic value of options exercised	Intrinsic value of options exercised	2		151		2		229		Intrinsic value of options exercised	106		2		110		2
Fair value of restricted stock vested	Fair value of restricted stock vested	$	482	$	622	$	1,715	$	2,098	Fair value of restricted stock vested	19		482		1,659		1,715

The intrinsic value of options exercised represents the difference between the stock option exercise price and the weighted average closing stock price of FNHC common stock on the exercise dates, as reported on the NASDAQ Global Market.

~~-28-~~

~~FedNat Holding Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~September 30, 2019~~

Stock Option Awards

A summary of the Company’s stock option activity includes the following:

໿


		Number of Shares	Weighted Average Option Exercise Price			Number of Shares	Weighted Average Option Exercise Price
Outstanding at January 1, 2019		39,017	$	3.80
Outstanding at January 1, 2020					Outstanding at January 1, 2020	38,850	$	3.80
Granted	Granted	—	—		Granted	0	0
Exercised	Exercised	(167)	2.45		Exercised	(13,100)	3.24
Cancelled	Cancelled	—	—		Cancelled	0	0
Outstanding at September 30, 2019		38,850	$	3.80
Outstanding at September 30, 2020					Outstanding at September 30, 2020	25,750	$	3.99

Restricted Stock Awards

The Company recognizes share-based compensation expense for all restricted stock awards (“RSAs”) held by the Company’s directors, executives and other key employees. For all RSA awards, excluding grants based on total relative ~~total~~ shareholder return ("TSR"), the accounting charge is measured at the grant date as the fair value of FNHC common stock and expensed as non-cash compensation over the vesting term using the straight-line basis for service awards and over successive one-year requisite service periods for performance-based awards. Our expense for our performance awards depends on achievement of specified results; therefore, the ultimate expense can range from 0% to 250% of target. Our ~~TSR~~TSR-based cliff vesting awards contain performance criteria which are tied to the achievement of certain market conditions. The TSR grant date fair value was determined using a Monte Carlo simulation and, unlike the performance condition awards, the expense is not reversed if the performance condition is not met. This value is recognized as expense over the requisite service period using the straight-line recognition method.

-27-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, 2020

During the nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, the Board of Directors granted ~~140,156~~210,272 and ~~133,060~~140,156 RSAs, respectively, vesting over three or five years, to the Company’s directors, executives and other key employees.

RSA activity includes the following:


		Number of Shares	Weighted Average Grant Date Fair Value			Number of Shares	Weighted Average Grant Date Fair Value
Outstanding at January 1, 2019		262,334	$	18.78
Outstanding at January 1, 2020					Outstanding at January 1, 2020	255,345	$	17.82
Granted	Granted	140,156	18.03		Granted	210,272	11.82
Vested	Vested	(84,755)	20.24		Vested	(89,839)	18.46
Cancelled	Cancelled	(12,960)	18.15		Cancelled	0	0
Outstanding at September 30, 2019		304,775	$	18.06
Outstanding at September 30, 2020					Outstanding at September 30, 2020	375,778	$	14.32

The weighted average grant date fair value is measured using the closing price of FNHC common stock on the grant date, as reported on the NASDAQ Global Market.

~~-29-~~

~~FedNat Holding Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~September 30, 2019~~

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) associated with debt securities - available-for-sale consisted of the following:

໿


		Three Months Ended September 30,																							Three Months Ended September 30,
		2019										2018											2020				2019
		Before Tax		Income Tax		Net		Before Tax		Income Tax		Net			Before Tax		Income Tax		Net		Before Tax		Income Tax		Net
		(In thousands)																							(In thousands)
Accumulated other comprehensive income (loss), beginning-of-period	Accumulated other comprehensive income (loss), beginning-of-period	$	12,404	$	(3,144)	$	9,260	$	(7,166)	$	1,816	$	(5,350)	Accumulated other comprehensive income (loss), beginning-of-period	$	19,065	$	(4,675)	$	14,390	$	12,404	$	(3,144)	$	9,260

Other comprehensive income (loss) before reclassification	Other comprehensive income (loss) before reclassification	3,921		(854)		3,067		(575)		145		(430)		Other comprehensive income (loss) before reclassification	2,618		(642)		1,976		3,921		(854)		3,067
Reclassification adjustment for realized losses (gains) included in net income	Reclassification adjustment for realized losses (gains) included in net income	(893)		214		(679)		(162)		41		(121)		Reclassification adjustment for realized losses (gains) included in net income	(798)		195		(603)		(893)		214		(679)
		3,028		(640)		2,388		(737)		186		(551)			1,820		(447)		1,373		3,028		(640)		2,388
Accumulated other comprehensive income (loss), end-of-period	Accumulated other comprehensive income (loss), end-of-period	$	15,432	$	(3,784)	$	11,648	$	(7,903)	$	2,002	$	(5,901)	Accumulated other comprehensive income (loss), end-of-period	$	20,885	$	(5,122)	$	15,763	$	15,432	$	(3,784)	$	11,648


		Nine Months Ended September 30,																							Nine Months Ended September 30,
		2019										2018											2020				2019
		Before Tax		Income Tax		Net		Before Tax		Income Tax		Net			Before Tax		Income Tax		Net		Before Tax		Income Tax		Net
		(In thousands)																							(In thousands)
Accumulated other comprehensive income (loss), beginning-of-period	Accumulated other comprehensive income (loss), beginning-of-period	$	(5,023)	$	1,273	$	(3,750)	$	2,287	$	(593)	$	1,694	Accumulated other comprehensive income (loss), beginning-of-period	$	13,621	$	(3,340)	$	10,281	$	(5,023)	$	1,273	$	(3,750)
Cumulative effect of new accounting standards		—		—		—		(1,349)		355		(994)

Other comprehensive income (loss) due to debt securities - held to maturity reclassified to available-for-sale														Other comprehensive income (loss) due to debt securities - held to maturity reclassified to available-for-sale	(58)		14		(44)		0		0		0
Other comprehensive income (loss) before reclassification	Other comprehensive income (loss) before reclassification	21,979		(5,431)		16,548		(10,573)		2,679		(7,894)		Other comprehensive income (loss) before reclassification	16,422		(4,027)		12,395		21,979		(5,431)		16,548
Reclassification adjustment for realized losses (gains) included in net income	Reclassification adjustment for realized losses (gains) included in net income	(1,524)		374		(1,150)		1,732		(439)		1,293		Reclassification adjustment for realized losses (gains) included in net income	(9,100)		2,231		(6,869)		(1,524)		374		(1,150)
		20,455		(5,057)		15,398		(8,841)		2,240		(6,601)			7,264		(1,782)		5,482		20,455		(5,057)		15,398
Accumulated other comprehensive income (loss), end-of-period	Accumulated other comprehensive income (loss), end-of-period	$	15,432	$	(3,784)	$	11,648	$	(7,903)	$	2,002	$	(5,901)	Accumulated other comprehensive income (loss), end-of-period	$	20,885	$	(5,122)	$	15,763	$	15,432	$	(3,784)	$	11,648

~~-30-~~-28-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, ~~2019~~2020

~~12.~~13. EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the period, including vested restricted stock awards during the period. Diluted EPS is computed by dividing net income by the weighted average number of shares outstanding, noted above, adjusted for the dilutive effect of stock options and unvested restricted stock awards. Dilutive securities are common stock equivalents that are freely exercisable into common stock at less than market prices or otherwise dilute earnings if converted. The net effect of common stock equivalents is based on the incremental common stock that would be issued upon the assumed exercise of common stock options and the vesting of RSAs using the treasury stock method. Common stock equivalents are not included in diluted earnings per share when their inclusion is antidilutive.

The following table presents the calculation of basic and diluted EPS:


		Three Months Ended						Nine Months Ended							Three Months Ended				Nine Months Ended
		September 30,						September 30,							September 30,				September 30,
		2019		2018		2019		2018			2020		2019		2020		2019
		(In thousands, except per share data)															(In thousands, except per share data)
Net income (loss) attributable to FedNat Holding Company shareholders	Net income (loss) attributable to FedNat Holding Company shareholders	$	4,659	$	7,950	$	7,904	$	24,233	Net income (loss) attributable to FedNat Holding Company shareholders	$	(20,745)	$	4,659	$	(40,091)	$	7,904

Weighted average number of common shares outstanding - basic	Weighted average number of common shares outstanding - basic	12,854		12,749		12,831		12,775		Weighted average number of common shares outstanding - basic	13,708		12,854		13,890		12,831

Net income (loss) per common share - basic	Net income (loss) per common share - basic	$	0.36	$	0.62	$	0.62	$	1.90	Net income (loss) per common share - basic	$	(1.51)	$	0.36	$	(2.89)	$	0.62


Weighted average number of common shares outstanding - basic	Weighted average number of common shares outstanding - basic	12,854		12,749		12,831		12,775		Weighted average number of common shares outstanding - basic	13,708		12,854		13,890		12,831
Dilutive effect of stock compensation plans	Dilutive effect of stock compensation plans	43		121		49		91		Dilutive effect of stock compensation plans	0		43		0		49
Weighted average number of common shares outstanding - diluted	Weighted average number of common shares outstanding - diluted	12,897		12,870		12,880		12,866		Weighted average number of common shares outstanding - diluted	13,708		12,897		13,890		12,880

Net income (loss) per common share - diluted	Net income (loss) per common share - diluted	$	0.36	$	0.62	$	0.61	$	1.88	Net income (loss) per common share - diluted	$	(1.51)	$	0.36	$	(2.89)	$	0.61

Dividends per share	Dividends per share	$	0.08	$	—	$	0.24	$	0.16	Dividends per share	$	0.09	$	0.08	$	0.27	$	0.24

Dividends Declared

In ~~January 2019,~~February 2020, our Board of Directors declared a ~~$0.08~~$0.09 per common share dividend, payable in March ~~2019,~~2020, to shareholders of record on February 14, ~~2019,~~2020, amounting to ~~$1.0~~$1.3 million.

In ~~May 2019,~~April 2020, our Board of Directors declared a ~~$0.08~~$0.09 per common share dividend, payable in June ~~2019,~~2020, to shareholders of record on May ~~14, 2019,~~15, 2020, amounting to ~~$1.1~~$1.3 million.

In July ~~2019,~~2020, our Board of Directors declared a ~~$0.08~~$0.09 per common share dividend, payable in September ~~2019,~~2020, to shareholders of record on August ~~16, 2019,~~14, 2020, amounting to ~~$1.0~~$1.2 million.

In November ~~2019,~~2020, our Board of Directors declared a $0.09 per common share dividend, payable in December ~~2019,~~2020, to shareholders of record on November ~~15, 2019,~~16, 2020, amounting to $1.2 million.

~~13.~~

-29-

FedNat Holding Company and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

September 30, 2020

14. SUBSEQUENT EVENTS

Dividends Declared

Refer to Note 1213 above for information related to our dividend declared in November ~~2019.~~2020.

Reinsurance

Refer to Note 6 above for information related to the following reinsurance treaties:

•Effective October 1, 2020, FNIC, with the agreement of Swiss Re, increased its cession percentage from 10% to 20% on its Florida homeowners book of business, on an in-force, new and renewal basis.

•On October 13, 2020, FNIC secured additional reinsurance limit for FNIC’s non-Florida book of business to lower its retention for any future named storm events during the remainder of the calendar year.

•On November 3, 2020, FNIC, with the agreement of Anchor Re, increased its cession percentage from 50% to 80%, effective December 1, 2020, on its non-Florida homeowners book of business, on an in-force, new and renewal basis.

•On November 5, 2020, FNIC secured additional reinsurance limit for all states for any future weather events, other than Tropical Depression Eta during the remainder of the calendar year.

Severe Weather Events

The Company experienced impacts from Hurricanes Delta and Zeta, both of which made landfall in the state of Louisiana during the month of October. We expect each storm to exceed our single-event aggregate reinsurance program retention. As of the date hereof, we have 5,042 reported claims and $41.4 million gross incurred losses across all of our states that we do business in and across all three insurance carriers for these two hurricanes. Our preliminary estimate is that we will incur approximately $27 million (pre-tax) of catastrophe losses, net of all recoveries, including reinsurance, on a combined basis for these storms.

Formation of Strategic Review Committee

The Company's Board of Directors has formed a Strategic Review Committee to oversee a review of strategic alternatives and the retention of a firm to serve as financial advisor.

~~-31-~~-30-

General information about FedNat Holding Company can be found at www.FedNat.com; however, the information that can be accessed through our website is not part of our report. We make our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to the Securities and Exchange Act of 1934 available free of charge on our website, as soon as reasonably practicable after they are electronically filed with the SEC.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and notes thereto included under Part I, Item 1 of this Quarterly Report on Form 10-Q (the “Form 10-Q”). In addition, please refer to our audited consolidated financial statements and notes thereto and related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our most recent Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 (the ~~“2018~~“2019 Form 10-K”).

Unless the context requires otherwise, as used in the remainder of this Form 10-Q, the terms “FNHC,” “Company,” “we,” “us” and “our” refer to FedNat Holding Company and its consolidated subsidiaries.

Below, in addition to providing consolidated revenues and net income (loss), we also provide adjusted operating revenues and adjusted operating income (loss) because we believe these performance measures that are not United States of America generally accepted accounting principles ("GAAP") measures allow for a better understanding of the underlying trend in our business, as the excluded items are not necessarily indicative of our operating fundamentals or performance.

Non-GAAP measures do not replace the most directly comparable GAAP measures and we have included a detailed reconciliation thereof in "Results of Operations" below.

We exclude the after-tax (using our prevailing income tax rate) effects of the following items from GAAP net income (loss) to arrive at adjusted operating income (loss):

•Net realized and unrealized gains (losses), including, but not limited to, gains (losses) associated with investments and early extinguishment of debt;

•Acquisition/integration and other costs and the amortization of specifically identifiable intangibles (other than value of business acquired);

•Impairment of intangibles;

•Income (loss) from initial adoption of new regulations and accounting guidance; and

•Income (loss) from discontinued operations.

We also exclude the pre-tax effect of the first bullet above from GAAP revenues to arrive at adjusted operating revenues.

Forward-Looking Statements

This Form 10-Q or the documents that are incorporated by reference into this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are therefore entitled to the protection of the safe harbor provisions of these laws. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “forecast,” “guidance,” “indicate,” “intend,” “may,” “might,” “outlook,” “plan,” “possibly,” “potential,” “predict,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” “will,” “would,” “will be,” “will continue” or the negative thereof or other variations thereon or comparable terminology. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve a number of risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Management cautions that the forward-looking statements contained in this Form 10-Q are not guarantees of future performance, and we cannot assume that such statements will be realized, or the forward-looking events and circumstances will occur. Factors that might cause such a difference include, without limitation, the risks and uncertainties discussed under “Risk Factors” in our ~~2018~~2019 Form 10-K, and discussed from time to time in our other reports filed with the Securities and Exchange Commission (“SEC”)., including this Form 10-Q.

~~-32-~~-31-

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included or incorporated by reference into this Form 10-Q are made only as of the date hereof. We do not undertake and specifically disclaim any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments.

GENERAL

~~The~~FedNat Holding Company (“FNHC,” the “Company,” “we,” “us,” or “our”) is ana regional insurance holding company that controls substantially all aspects of the insurance underwriting, distribution and claims processes through our subsidiaries and contractual relationships with independent agents and general agents. We, through our wholly owned subsidiaries, are authorized to underwrite, and/or place homeowners multi-peril (“homeowners”), federal flood and other lines of insurance in Florida and other states. We market, distribute and service our own and third-party insurers’ products and other services through a network of independent and general agents.

FedNat Insurance Company (“FNIC”), our largest wholly-owned insurance subsidiary, is licensed as an admitted carrier to write ~~specific lines of~~homeowners property and casualty insurance by the ~~state’s~~state insurance departments in Florida, Louisiana, Texas, ~~Georgia,~~ South Carolina, Alabama, Georgia and ~~Alabama.~~ Mississippi.

Maison Insurance Company ("MIC"), an insurance subsidiary that we acquired on December 2, 2019 (see "Maison Acquisition" below for more information), is licensed as an admitted carrier to write homeowners property and casualty insurance as well as wind/hail only exposures by the state insurance departments in Louisiana, Texas and Florida.

Monarch National Insurance Company (“MNIC”), ~~our other~~an insurance subsidiary, is licensed ~~as an admitted carrier~~to write homeowners property and casualty insurance in Florida. Admitted carriers are bound by rate and form regulations, and are strictly regulated to protect policyholders. Admitted carriers are also required to financially contribute to the state guarantee fund used to pay for losses if an insurance carrier becomes insolvent or unable to pay loss amounts due to their policyholders.

Through our wholly-owned subsidiary, FedNat Underwriters, Inc. (“FNU”), we serve as managing general agent for FNIC and MNIC.

~~Maison Companies Acquisition~~

On February 25, 2019, the Company executed a definitive agreement for the acquisition of the insurance operations of 1347 Property Insurance Holdings, Inc. ("PIH"). Specifically, the Company will purchase Maison Insurance Company ("MIC"), Maison Managers, Inc. ("MMI"), ~~and~~a wholly-owned subsidiary, serves as the managing general agent for MIC. ClaimCor, LLC ~~(collectively, the "Maison Companies"~~("ClaimCor")~~. The purchase price~~, a wholly-owned subsidiary, is ~~$51.0 million, which includes $25.5 million in cash~~a claims solutions company that processes claims for Maison and $25.5 million in shares of the Company’s common stock. Additionally, in connection with the pending acquisition, on March 5, 2019, the Company closed on an offering of $100 million of Senior Unsecured Notes due 2029, which bear interest at the annual rate of 7.5% (the "2029 Notes"). The cash from the offering was used in part to retire the full $45.0 million of outstanding debt (thereby lowering our overall cost of borrowing) and will be used to purchase the Maison Companies and for other general corporate purposes.

Refer to Note 3 of the notes to our Consolidated Financial Statements included herein, for additional information regarding the pending acquisition, including regulatory and other necessary approval and the potential timing thereof.FNIC.

Material Distribution Relationships

We are a party to an insurance agency master agreement with Ivantage Select Agency, Inc. (“ISA”), an affiliate of Allstate Insurance Company (“Allstate”), pursuant to which we have been authorized by ISA to appoint Allstate agents to offer our FNIC homeowners ~~and commercial general liability~~ insurance products to consumers in Florida.

We are a party to a managing general underwriting agreement with SageSure Insurance Managers, LLC (“SageSure”) in which they underwrite our FNIC homeowners business outside of Florida.

Overview of Insurance Lines of Business

~~Homeowners’~~Homeowners Property and Casualty Insurance

FNIC, MIC and MNIC underwrite homeowners insurance in Florida and FNIC also underwrites insurance in Alabama, Texas, Louisiana, South Carolina and ~~South Carolina.~~Mississippi and MIC in Louisiana and Texas. Homeowners insurance generally protects an owner of real and personal property against covered causes of loss to that property. As of September 30, ~~2019,~~2020, the total homeowners policies in-force was ~~315,000,~~369,000, of which ~~237,000~~217,000 were in Florida and ~~78,000~~152,000 were outside of Florida. As of December 31, ~~2018,~~2019, the total homeowners policies in-force was ~~291,000,~~374,000, of which ~~247,000~~241,000 were in Florida and ~~44,000~~133,000 were outside of Florida.

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Florida

Our homeowners insurance products provide maximum dwelling coverage of approximately $3.6 million, with the aggregate maximum policy limit being approximately $6.3 million. We currently offer dwelling coverage “A” up to $4.0 million with an aggregate total insured value of $6.5 million. We continually review and update these limits. The typical deductible is either $2,500 or $1,000 for non-hurricane-related claims and generally 2% of the coverage amount for the structure for hurricane-related claims.

Premium rates charged to our homeowners insurance policyholders are continually evaluated to assure that they meet the expectation that they are actuarially sound and produce a reasonable level of profit (neither excessive, inadequate or discriminatory). Premium rates in Florida and other states are regulated and approved by the respective states’ office of insurance regulation. We continuously monitor and seek appropriate adjustment to our rates in order to remain competitive and profitable.

Through MIC, we have assumed Florida policies through the state-run insurer Citizens Property Insurance Corporation ("Citizens").

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The following are our recent approved rate actions that we have taken across our three insurance subsidiaries:

•In ~~2018,~~2020, FNIC applied for a ~~statewide average~~statewide-average rate increase of ~~4.6%~~7.4% for Florida homeowners ~~multi-peril~~multiple-peril insurance policies, which was approved by the Florida Office of Insurance Regulations ("Florida OIR") and became effective for new and renewal policies on June 15, 2020.

•In 2020, FNIC applied for a statewide-average rate increase of 14.9% for Florida dwelling fire insurance policies, which was approved by the Florida OIR ~~which~~and became effective for new and renewal policies on ~~April 20, 2019.~~July 15, 2020.

•In 2020, FNIC applied for a statewide-average rate increase of 5.6% for Florida homeowners multiple-peril insurance policies, which was approved by the Florida OIR and became effective for new policies on October 12, 2020 and will become effective for renewal policies on November 12, 2020.

•In 2020, FNIC applied for a statewide-average rate increase of 5.6% for Florida dwelling fire insurance policies, which was approved by the Florida OIR and became effective for new policies on October 12, 2020 and will become effective for renewal policies on November 12, 2020.

•Other rate filings have been filed with the Florida OIR and are pending approval.

Non-Florida

Our non-Florida FNIC homeowners insurance products, produced through our partnership with SageSure, provide maximum dwelling coverage “A” up to $1.8 million, with the aggregate maximum policy limit being approximately $3.6 million. The typical deductible is either $2,500 or $1,000 for non-hurricane-related claims and generally 2% of the coverage amount for the structure for hurricane-related claims.

As part of our partnership with SageSure, we entered into a profit share agreement, whereby we share 50% of net profits of this line of business, as calculated per the terms of the agreement, subject to certain ~~limitations.~~limitations, which include limits on the net losses that SageSure can realize. The profit share cost is reflected in commissions and other underwriting expenses on our consolidated statements of operations. Effective July 1, 2020, FNIC entered into a new quota-share treaty with Anchor Re, a wholly-owned Arizona captive reinsurance subsidiary of SageSure, the non-affiliated managing general underwriter that writes FNIC’s non-Florida homeowners business. The treaty provides 50% quota-share reinsurance protection on in-force, new and renewal business through June 30, 2021, subject to certain limitations. The treaty arrangement is fully collateralized through Anchor Re. The financial economics of this treaty essentially supplement the 50% profit-sharing agreement that has been and will continue to be in place with SageSure. Thus, this treaty is not expected to have any impact on the pre-tax operating results of the Company, though the components of the combined ratio will be affected by the ceding of premiums, claims and commissions. The Company expects FNIC will receive statutory surplus relief from this new quota-share treaty. On November 3, 2020, FNIC increased its cession percentage from 50% to 80%, effective December 1, 2020, on its non-Florida homeowners book of business, on an in-force, new and renewal basis.

Our MIC non-Florida insurance products include homeowners insurance, manufactured home insurance and dwelling fire insurance. MIC writes both full peril property policies as well as wind/hail only exposures.

The following are our recent approved rate actions that we have taken across our insurance subsidiaries that do business outside of Florida:

•In 2020, MIC applied for a statewide-average rate increase of 14.5% for Texas manufactured home insurance policies, which was approved by the Texas Department of Insurance ("TDI") and became effective for new policies on May 15, 2020 and renewal policies on June 15, 2020.

•In 2020, MIC applied for a statewide-average rate increase of 15.5% for Texas homeowners voluntary wind-only insurance policies, which was approved by the TDI and became effective for new policies on April 15, 2020 and renewal policies on June 1, 2020.

•In 2020, MIC applied for a statewide-average rate increase of 9.8% for Texas homeowners takeout wind-only insurance policies, which was approved by the TDI and became effective for new and renewal policies on June 15, 2020.

•In 2020, FNIC applied for a statewide-average rate increase of 6.9% for South Carolina homeowners insurance policies, which was approved by the respective regulatory agency and became effective for new policies on July 16, 2020 and will become effective for renewal policies on September 1, 2020.

•In 2020, FNIC applied for a statewide-average rate increase of 9.5% for Texas homeowners insurance policies, which was approved by the respective regulatory agency and became effective for new policies on July 16, 2020 and will become effective for renewal policies on November 16, 2020.

•Additional rate filings have been applied for by FNIC and MIC and are pending to be approved by the respective regulatory agency.

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Other Insurance Lines of Business

FNIC writes flood insurance through the National Flood Insurance Program (“NFIP”). We write the policy for the NFIP, which assumes 100% of the flood risk while we retain a commission for our service. FNIC offers this line of business in Florida, Louisiana, Texas, Alabama, South Carolina and ~~Alabama.~~Mississippi. FNIC plans to file ~~for~~ an admitted flood endorsement as an alternative to the NFIP program. MIC writes flood insurance through a partnership with Bintech who assumes 100% of the risk, in Louisiana only.

See the discussion in Item 1: “Business” in our ~~2018~~2019 Form 10-K, for additional information with respect to our business.

Regulation

All insurance companies must file quarterly and annual statements with certain regulatory agencies and are subject to regular and special examinations by those agencies. We may be the subject of additional special examinations or analysis. These examinations or analysis may result in one or more corrective orders being issued by any regulatory agency, but primarily by the Florida OIR. The Florida OIR has completed its regularly scheduled statutory examination of FNIC for the five years ended December 31, 2015, of MNIC for the period of March 17, 2015 (inception) through December 31, 2015, and of MNIC for the years ended December 31, 2017 and 2016. There were no material findings by the Florida OIR ~~in connection with these examinations.~~or LDI.

COVID-19 Impact

To slow and limit the COVID-19 outbreak and protect individuals and the health care systems worldwide, local and Federal governments have taken containment actions, including travel restrictions, testing, contact tracing and lockdowns. Companies have required working from home and in many cases laid off employees. These factors among others have caused global financial markets to experience extreme volatility and disruptions to capital and credit markets. In advance of government mandates, we implemented procedures to help reduce the spread of the outbreak, including having most of our employees work remotely, that are intended to prioritize the safety and health of our employees. In addition, we remained focused on the needs of our insureds and independent agents and fulfilling regulatory requirements and guidelines. During the first nine months of 2020, we did not see a material impact of COVID-19 to our operations, financial condition and results. We cannot at this time determine the comprehensive effect of the outbreak for the remainder of 2020. We currently believe, however, that we have limited, if any, exposure to the pandemic based on our product offerings and contractual coverages, although possible actions that our regulators or other governmental or judicial entities may take may materially adversely impact our coverages in both a retrospective and go-forward manner. We continue our focus on maintaining the safety, security and health of all our stakeholders, including policyholders, employees, partner agents, vendors and shareholders, and monitoring the impacts of the pandemic on our operations, financial condition and results. Based on the Company's already existing business continuity plan, which we have implemented to address local catastrophes events, and based on our financial condition and anticipated operating cash flows, we currently expect to continue to meet our working capital and operating expenditure requirements, even if there is further economic downturn from the pandemic.

Please refer to “Part II, Item 1A., Risk Factors” for more information.

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RESULTS OF OPERATIONS

Operating Results Overview - Three Months Ended September 30, ~~2019~~2020 Compared with Three Months Ended September 30, ~~2018~~2019

The following overview does not address all of the matters covered in the other sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations or contain all of the information that may be important to our shareholders or the investing public. This overview should be read in conjunction with the other sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations herein and in our ~~2018~~2019 Form 10-K.

The following table sets forth results of operations for the periods presented:


		Three Months Ended														Three Months Ended
		September 30,														September 30,
		2019			% Change		2018				2020			% Change		2019
		(Dollars in thousands)														(Dollars in thousands)
Revenues:	Revenues:									Revenues:
Gross premiums written	Gross premiums written	$	159,131		14.5	%	$	139,022		Gross premiums written	$	180,152		13.2	%	$	159,131
Gross premiums earned	Gross premiums earned	145,546			0.4	%	144,907			Gross premiums earned	183,518			26.1	%	145,546
Ceded premiums	Ceded premiums	(58,172)			25.3	%	(46,414)			Ceded premiums	(99,972)			71.9	%	(58,172)
Net premiums earned	Net premiums earned	87,374			(11.3)	%	98,493			Net premiums earned	83,546			(4.4)	%	87,374
Net investment income	Net investment income	4,068			29.7	%	3,137			Net investment income	2,404			(40.9)	%	4,068
Net realized and unrealized investment gains (losses)	Net realized and unrealized investment gains (losses)	794			(54.9)	%	1,760			Net realized and unrealized investment gains (losses)	1,324			66.8	%	794
Direct written policy fees	Direct written policy fees	2,514			(33.8)	%	3,796			Direct written policy fees	3,603			43.3	%	2,514
Other income	Other income	4,726			29.6	%	3,646			Other income	6,439			36.2	%	4,726
Total revenues	Total revenues	99,476			(10.2)	%	110,832			Total revenues	97,316			(2.2)	%	99,476

Costs and expenses:	Costs and expenses:									Costs and expenses:
Losses and loss adjustment expenses	Losses and loss adjustment expenses	62,105			(0.6)	%	62,457			Losses and loss adjustment expenses	99,016			59.4	%	62,105
Commissions and other underwriting expenses	Commissions and other underwriting expenses	24,854			(20.8)	%	31,373			Commissions and other underwriting expenses	24,580			(1.1)	%	24,854
General and administrative expenses	General and administrative expenses	5,246			4.9	%	5,000			General and administrative expenses	5,333			1.7	%	5,246
Interest expense	Interest expense	1,894			83.5	%	1,032			Interest expense	1,915			1.1	%	1,894
Total costs and expenses	Total costs and expenses	94,099			(5.8)	%	99,862			Total costs and expenses	130,844			39.0	%	94,099

Income (loss) before income taxes	Income (loss) before income taxes	5,377			(51.0)	%	10,970			Income (loss) before income taxes	(33,528)			(723.5)	%	5,377
Income tax expense (benefit)	Income tax expense (benefit)	718			(76.2)	%	3,020			Income tax expense (benefit)	(12,783)			(1,880.4)	%	718
Net income (loss)	Net income (loss)	$	4,659		(41.4)	%	$	7,950		Net income (loss)	$	(20,745)		(545.3)	%	$	4,659


Ratios to net premiums earned:	Ratios to net premiums earned:									Ratios to net premiums earned:
Net loss ratio	Net loss ratio	71.1		%			63.4		%	Net loss ratio	118.5		%			71.1		%
Net expense ratio	Net expense ratio	34.4		%			36.9		%	Net expense ratio	35.8		%			34.4		%
Combined ratio	Combined ratio	105.5		%			100.3		%	Combined ratio	154.3		%			105.5		%

(1)Net loss ratio is calculated as losses and loss adjustment expenses ("LAE") divided by net premiums earned.

(2)Net expense ratio is calculated as all operating expenses less interest expense divided by net premiums earned.

(3)Combined ratio is calculated as the sum of losses and LAE and all operating expenses less interest expense divided by net premiums earned.

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The following table sets forth a reconciliation of GAAP to non-GAAP measures:


		As of or For the Three Months Ended September 30,																																Three Months Ended
		2019																					2018										September 30,
		Homeowners			Automobile			Other			Consolidated			Homeowners			Automobile			Other			Consolidated				2020			2019
											(Dollars in thousands)																			(Dollars in thousands)
Revenue	Revenue																									Revenue
Total revenues	Total revenues	$	93,735		$	4		$	5,737		$	99,476		$	100,616		$	2,332		$	7,884		$	110,832		Total revenues	$	97,316		$	99,476
Less:	Less:																									Less:
Net realized and unrealized investment gains (losses)	Net realized and unrealized investment gains (losses)	—			—			794			794			—			—			1,760			1,760			Net realized and unrealized investment gains (losses)	1,324			794
Adjusted operating revenues	Adjusted operating revenues	$	93,735		$	4		$	4,943		$	98,682		$	100,616		$	2,332		$	6,124		$	109,072		Adjusted operating revenues	$	95,992		$	98,682

Net Income (Loss)	Net Income (Loss)																									Net Income (Loss)
Net income (loss)	Net income (loss)	$	3,398		$	(613)		$	1,874		$	4,659		$	8,158		$	(1,416)		$	1,208		$	7,950		Net income (loss)	$	(20,745)		$	4,659
Less:	Less:																									Less:
Net realized and unrealized investment gains (losses)	Net realized and unrealized investment gains (losses)	—			—			634			634			—			—			1,314			1,314			Net realized and unrealized investment gains (losses)	793			634
Acquisition and other costs	Acquisition and other costs	(187)			(5)			(46)			(238)			(609)			(37)			(78)			(724)			Acquisition and other costs	(15)			(238)
Amortization of identifiable intangibles																										Amortization of identifiable intangibles	(22)			—
Gain (loss) on early extinguishment of debt	Gain (loss) on early extinguishment of debt	—			—			(29)			(29)			—			—			—			—			Gain (loss) on early extinguishment of debt	—			(29)
Adjusted operating income (loss)	Adjusted operating income (loss)	$	3,585		$	(608)		$	1,315		$	4,292		$	8,767		$	(1,379)		$	(28)		$	7,360		Adjusted operating income (loss)	$	(21,501)		$	4,292

Income tax rate assumed for reconciling items above	Income tax rate assumed for reconciling items above	18.26		%	18.26		%	18.26		%	18.26		%	25.35		%	25.35		%	25.35		%	25.35		%	Income tax rate assumed for reconciling items above	40.10		%	18.26		%

~~-36-~~

The table below summarizes our unaudited results of operations by line of business for the periods presented. Although we conduct our operations under a single reportable segment, we have provided line of business information as we believe it is useful to our shareholders and the investing public. “Homeowners” line of business consists of our homeowners and fire property and casualty insurance business. “Automobile” line of business consists of our nonstandard personal automobile insurance business. “Other” line of business primarily consists of our commercial general liability and federal flood businesses, along with corporate and investment operations. Certain percentages are not considered meaningful ("NCM").

Three Months Ended September 30,
2019 2018
Homeowners Automobile Other Consolidated Homeowners Automobile Other Consolidated
(Dollars in thousands)
Revenues:
Gross premiums written $ 154,131 $ — $ 5,000 $ 159,131 $ 136,503 $ (3,041) $ 5,560 $ 139,022
Gross premiums earned 141,493 — 4,053 145,546 136,587 2,766 5,554 144,907
Ceded premiums (54,207) — (3,965) (58,172) (40,782) (2,091) (3,541) (46,414)
Net premiums earned 87,286 — 88 87,374 95,805 675 2,013 98,493
Net investment income — — 4,068 4,068 — — 3,137 3,137
Net realized and unrealized investment gains (losses) — — 794 794 — — 1,760 1,760
Direct written policy fees 2,453 — 61 2,514 2,198 1,466 132 3,796
Other income 3,996 4 726 4,726 2,613 191 842 3,646
Total revenues 93,735 4 5,737 99,476 100,616 2,332 7,884 110,832

Costs and expenses:
Losses and loss adjustment expenses 60,708 742 655 62,105 56,856 2,609 2,992 62,457
Commissions and other underwriting expenses 24,109 — 745 24,854 28,647 1,545 1,181 31,373
General and administrative expenses 4,484 50 712 5,246 4,187 75 738 5,000
Interest expense — — 1,894 1,894 — — 1,032 1,032
Total costs and expenses 89,301 792 4,006 94,099 89,690 4,229 5,943 99,862

Income (loss) before income taxes 4,434 (788) 1,731 5,377 10,926 (1,897) 1,941 10,970
Income tax expense (benefit) 1,036 (175) (143) 718 2,768 (481) 733 3,020
Net income (loss) $ 3,398 $ (613) $ 1,874 $ 4,659 $ 8,158 $ (1,416) $ 1,208 $ 7,950

Ratios to net premiums earned:
Net loss ratio 69.6 % NCM 744.3 % 71.1 % 59.3 % 386.5 % 148.6 % 63.4 %
Net expense ratio 32.7 % 34.4 % 34.3 % 36.9 %
Combined ratio 102.3 % 105.5 % 93.6 % 100.3 %

~~-37-~~

Revenue

Total revenue decreased ~~$11.3~~$2.2 million or ~~10.2%~~2.2%, to $97.3 million for the three months ended September 30, 2020, compared with $99.5 million for the three months ended September 30, ~~2019, compared with $110.8 million for the three months ended September 30, 2018.~~2019. The slight decrease was ~~primarily~~ driven by ~~higher~~lower net premiums earned as increases in ceded premiums ~~due to increased reinsurance spend, a decline~~outpaced the growth in ~~Automobile direct written~~gross premiums earned. Additionally, lower net investment income was offset by higher policy fees and ~~lower investment gains, partially offset by increases in gross premiums earned, net investment income and other~~higher brokerage income, all of which are discussed in further detail below.

Gross Premiums Written

The following table sets forth the gross premiums written for the periods presented:

໿


		Three Months Ended							Three Months Ended
		September 30,							September 30,
		2019		2018			2020		2019
		(In thousands)							(In thousands)
Gross premiums written:	Gross premiums written:					Gross premiums written:
Homeowners Florida	Homeowners Florida	$	115,341	$	114,441	Homeowners Florida	$	106,101	$	115,341
Homeowners non-Florida	Homeowners non-Florida	38,790		22,062		Homeowners non-Florida	68,447		38,790
Automobile		—		(3,041)
Commercial general liability		(19)		1,435
Federal flood	Federal flood	5,019		4,125		Federal flood	5,660		5,019
Non-core (1)						Non-core (1)	(56)		(19)
Total gross premiums written	Total gross premiums written	$	159,131	$	139,022	Total gross premiums written	$	180,152	$	159,131

(1)Reflects exited lines of business.

Gross premiums written increased ~~$20.1~~$21.1 million, or ~~14.5%~~13.2%, to ~~$159.1~~$180.2 million in the quarter compared with ~~$139.0~~$159.1 million for the same three-month period last year. Gross premiums written increased ~~due to the growth in homeowners non-Florida and Florida. Our homeowners~~by $7.0 million from FNIC's non-Florida business ~~continues to show exceptional growth year over year, especially~~and $28.3 million from Maison, which was partially offset by a $15.1 million decrease in ~~the state of Texas, which has allowed us to leverage~~FNIC's Florida business, as we reduce our ~~infrastructure and diversify insurance risk. Our homeowners Florida FNIC premiums grew $2.2 million or 2%~~exposures in this ~~quarter as compared to last year, which represents the first quarter showing premium growth since the third quarter of 2017.~~market. Overall, Homeowners grew ~~12.9%~~13.2%.

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Gross Premiums Earned

The following table sets forth the gross premiums earned for the periods presented:


		Three Months Ended							Three Months Ended
		September 30,							September 30,
		2019		2018			2020		2019
		(In thousands)							(In thousands)
Gross premiums earned:	Gross premiums earned:					Gross premiums earned:
Homeowners Florida	Homeowners Florida	$	113,062	$	118,603	Homeowners Florida	$	115,346	$	113,062
Homeowners non-Florida	Homeowners non-Florida	28,431		17,984		Homeowners non-Florida	63,759		28,431
Automobile		—		2,766
Commercial general liability		157		2,122
Federal flood	Federal flood	3,896		3,432		Federal flood	4,469		3,896
Non-core (1)						Non-core (1)	(56)		157
Total gross premiums earned	Total gross premiums earned	$	145,546	$	144,907	Total gross premiums earned	$	183,518	$	145,546

(1)Reflects exited lines of business.

Gross premiums earned increased ~~$0.6~~$38.0 million, or ~~0.4%~~26.1%, to $183.5 million for the three months ended September 30, 2020, as compared to $145.5 million for the three months ended September 30, ~~2019, as compared to $144.9 million for the three months ended September 30, 2018.~~2019. The higher gross premiums earned ~~premiums~~ was primarily driven by ~~a 3.6% increase in earned premiums in Homeowners, partially offset by the results of our decision to exit the Automobile and commercial general liability lines.~~continued non-Florida growth, including $19.9 million from Maison's non-Florida business.

~~-38-~~

Ceded Premiums Earned

Ceded premiums earned increased ~~$11.8~~$41.8 million, or ~~25.3%~~71.9%, to ~~$58.2~~$100.0 million in the quarter, compared to ~~$46.4~~$58.2 million in the same three-month period last year. The increase was driven by ~~$8.1~~approximately $26 million higher excess of loss reinsurance spend, ~~in Homeowners,~~ as property exposures increased, including from the ~~new program~~Maison acquisition, this year as compared to last year. Additionally, there was approximately $15 million of additional ceded premiums related to the 50% quota-share treaty for FNIC's non-Florida book of business that became effective July 1, ~~2019 at a higher rate on-line than the program in the previous year and $6.1 million from the homeowners Florida quota share being set at 10% in the third quarter of 2019 as compared~~2020. The increase to ~~2% in the prior year period. These items were~~ceded premium earned associated with this new treaty is essentially offset by ~~$2.1 million lower ceded premiums~~corresponding reductions in ~~Automobile as we have exited that line~~loss and LAE, and commission and other underwriting expenses when comparing the periods. Refer to Note 6 of ~~business.~~the notes to our Consolidated Financial Statements for additional information regarding this 50% quota-share treaty.

Net Investment Income

Net investment income ~~increased $1.0~~decreased $1.7 million, or ~~29.7%~~40.9%, to $2.4 million during the three months ended September 30, 2020, as compared to $4.1 million during the three months ended September 30, ~~2019, as compared to $3.1 million during the three months ended September 30, 2018.~~2019. The ~~increase~~decrease was due primarily to the lower interest rate environment in 2020 and elevated third quarter 2019 income earned on debt proceeds that had not yet been deployed on the Maison acquisition, partially offset by fixed income portfolio growth ~~partly due to~~in 2020 from the net proceeds of the offering (refer to Notes 3 and 8 to the Consolidated Financial Statements included herein, for additional information) and the improvement in the yield as a result of rising interest rates during 2018 as well as from portfolio repositioning.Maison acquisition.

Net realized and Unrealized Investment Gains (Losses)

Net realized and unrealized investment gains (losses) ~~decreased $1.0~~increased $0.5 million, to ~~$0.8~~$1.3 million for the three months ended September 30, ~~2019,~~2020, compared to ~~$1.8~~$0.8 million in the prior year period. We recognized ~~$(0.6)~~$0.3 million and ~~$1.6~~$(0.6) million in unrealized investment gains (losses) for equity securities during these respective periods. Our current and prior year net realized gains are primarily associated with our portfolio managers, under our control, moving out of positions due to both macro and micro conditions, ina typical practice each and every quarter. Furthermore, to mitigate the ~~normal course~~potential COVID-19 related adverse impact on the financial stability of ~~managing~~ the ~~portfolio.~~issuers of securities we hold, certain positions were liquidated during 2020.

Direct Written Policy Fees

Direct written policy fees ~~decreased by $1.3~~increased $1.1 million, or ~~33.8%~~43.3%, to $3.6 million for the three months ended September 30, 2020, compared with $2.5 million for the three months ended September 30, ~~2019, compared with $3.8 million in~~2019. The increase is primarily driven by the ~~same period in 2018. The decrease in direct written~~ policy fees ~~is correlated to lower number of~~generated from Maison’s policies in-force ~~in Automobile~~ and ~~commercial general liability due to our decision to exit these lines, as discussed earlier, offset by~~ higher fees ~~from homeowners~~as a result of FNIC's non-Florida ~~as we continue to grow.~~premium growth.

-37-

Other Income

Other income included the following for the periods presented:

໿


		Three Months Ended											Three Months Ended
		September 30,											September 30,
		2019		% Change		2018			2020		% Change		2019
		(In thousands)											(Dollars in thousands)
Other income:	Other income:							Other income:
Commission income	Commission income	$	726	(15.2)	%	$	856	Commission income	$	861	18.6	%	$	726
Brokerage	Brokerage	3,582		63.6	%	2,190		Brokerage	5,181		44.6	%	3,582
Financing and other revenue	Financing and other revenue	418		(30.3)	%	600		Financing and other revenue	397		(5.0)	%	418
Total other income	Total other income	$	4,726	29.6	%	$	3,646	Total other income	$	6,439	36.2	%	$	4,726

The increase in other income was primarily driven by higher brokerage ~~revenue, partially offset by lower financing and commission income.~~revenue. The brokerage revenue increase is the result of higher excess of loss reinsurance spend from the reinsurance programs in place during the third quarter of ~~2019~~2020 as compared to the third quarter of ~~2018. The year over year decreases in financing and commission income were driven by lower Automobile fee income from our exit of this line of business.~~2019.

~~-39-~~

Expenses

Losses and LAE

Loss ~~Adjustment Expenses~~and LAE incurred, net of reinsurance, included the following for the periods presented:


	Three Months Ended
	September 30,
	2020				2019
			Net Loss				Net Loss
	Amount		Ratio		Amount		Ratio
	(In thousands)
Current accident year, excluding catastrophes:
Homeowners	$	61,396	73.5	%	$	50,976	58.3	%
Non-core (1)	—		—	%	961		1.1	%
Total current accident year, excluding catastrophes	61,396		73.5	%	51,937		59.4	%
Current year catastrophes (2):
Florida	21,268		25.4	%	3,000		3.4	%
Texas	1,885		2.3	%	2,500		2.9	%
Louisiana	15,111		18.1	%	1,500		1.7	%
Other states	—		—	%	4,000		4.6	%
Total current year catastrophes	38,264		45.8	%	11,000		12.6	%
Prior year loss development (redundancy):
Homeowners	(1,100)		(1.3)	%	(722)		(0.8)	%
Non-core (1)	672		0.8	%	436		0.5	%
Ceded losses subject to offsetting experience account adjustments (3)	(216)		(0.3)	%	(546)		(0.6)	%
Total prior year loss development (redundancy)	(644)		(0.8)	%	(832)		(0.9)	%
Total net losses and LAE	$	99,016	118.5	%	$	62,105	71.1	%

(1)Reflects exited lines of business.

(2)Includes Property Claims Services (“PCS”) weather events and other events impacting multiple insureds for which the Company's insurance carriers established catastrophe event codes, net of the benefit of claims handling services. These catastrophe events are typically wind, hail and tornado related weather events. Any individual catastrophe event with gross

-38-

losses greater than $20 million, on a pre-tax basis, are considered significant and specifically addressed in the commentary below.

(3)Reflects homeowners losses ceded under retrospective reinsurance treaties to the extent there is an offsetting experience account adjustment, such that there is no impact on pre-tax net income (loss).

Losses and ~~loss adjustment expenses (“LAE”) decreased $0.4~~LAE increased $36.9 million, or ~~0.6%~~59.4%, to ~~$62.1~~$99.0 million for the three months ended September 30, ~~2019,~~2020, compared with ~~$62.5~~$62.1 million for the same three-month period last year. The net loss ratio increased ~~7.7~~47.4 percentage points, to ~~71.1%~~118.5% in the current quarter, as compared to ~~63.4%~~71.1% in the third quarter of ~~2018.~~ 2019.

The higher ratio was ~~primarily~~ the result of ~~the increase in reinsurance spend,~~two main factors: higher ceded premiums, as discussed earlier, which reduces the net earned premium, the denominator ofon the net loss ratio ~~calculation.~~calculation as well as higher catastrophe net losses as compared to the prior year period. The third quarter of 2020 catastrophe losses were $38.3 million, net of reinsurance, which included Hurricanes Laura and Sally as well as other severe weather events, which together impacted Florida, Louisiana, and other states. By comparison, the third quarter of 2019 ~~included~~catastrophe net losses were $11.0 million, net of ~~losses, related to catastrophe losses~~reinsurance, which primarily included impacts from Hurricane Dorian, Hurricane Barry and ~~Tropical Storm Imelda ($8.0~~other severe weather events. Additionally, higher volume of policies in force drove approximately $6 million of ~~these~~higher net losses ~~relate to non-Florida, which is subject to a 50% profit-sharing agreement,~~ as ~~discussed earlier),~~ compared to ~~the prior year quarter which included $6.1 million of catastrophe losses arising from Hurricane Florence and Tropical Storm Gordon.~~2019. The remaining variance iswas driven by ~~lower losses in the quarter in Automobile and commercial general liability lines~~higher loss pick for FNIC's Florida book of business, as ~~we exit those lines and higher ceded losses from homeowners Florida quota share in the quarter due~~a result of adverse loss experience, as compared to ~~the higher percentage (as discussed earlier), partially offset by increased losses related to higher gross premiums earned in Homeowners.~~2019.

Commissions and Other Underwriting Expenses

The following table sets forth the commissions and other underwriting expenses for the periods presented:

Three Months Ended
September 30,
2019 2018
(In thousands)
Commissions and other underwriting expenses:
Homeowners Florida $ 13,187 $ 14,258
All others 6,610 4,866
Ceding commissions (3,203) (689)
Total commissions 16,594 18,435
Automobile — 1,466
Homeowners non-Florida 902 571
Total fees 902 2,037
Salaries and wages 2,696 3,147
Other underwriting expenses 4,662 7,754
Total commissions and other underwriting expenses $ 24,854 $ 31,373


	Three Months Ended
	September 30,
	2020		2019
	(In thousands)
Commissions and other underwriting expenses:
Homeowners Florida	$	13,736	$	13,187
All others	13,337		6,610
Ceding commissions	(7,909)		(3,203)
Total commissions	19,164		16,594

Fees	1,358		902
Salaries and wages	3,351		2,696
Other underwriting expenses	707		4,662
Total commissions and other underwriting expenses	$	24,580	$	24,854

Commissions and other underwriting expenses decreased ~~$6.5~~$0.3 million, or ~~20.8%~~1.1%, to $24.6 million for the three months ended September 30, 2020, compared with $24.9 million for the three months ended September 30, ~~2019, compared with $31.4 million for the three months ended September 30, 2018.~~2019. The decrease was primarily driven by a higher ceding commissions ~~from homeowners Florida~~driven in part by the new 50% quota share in ~~the quarter due to the higher percentage (as discussed earlier),~~FNIC's non-Florida book of business and lower ~~Automobile fees due to reduced premiums earned, and a reduction in~~ other underwriting ~~expenses as there~~expenses. When comparing these periods, this decrease was ~~a benefit in the non-Florida profit share calculation this quarter as a direct result of $8.0 million of non-Florida weather-related losses (as previously discussed in the~~ ~~Losses and Loss Adjustment Expenses~~ ~~section), resulting in a $4.0 million reduction. These decreases were~~ partially offset by higher ~~homeowners~~non-Florida acquisition related costs as a result of premium ~~growth across periods.~~growth. Refer to Ceded Premium Earned above for additional information.

The net expense ratio ~~decreased 2.5~~increased 1.4 percentage points to 35.8% in the third quarter of 2020, as compared to 34.4% in the third quarter of ~~2019, as compared to 36.9% in the third quarter of 2018. Refer to the discussion above for more information.~~2019.

General and Administrative Expenses

General and administrative expenses increased ~~$0.2~~$0.1 million ~~by 4.9%~~or 1.7% to ~~$5.2~~$5.3 million for the three months ended September 30, ~~2019~~2020 compared to $5$5.2 million in the third quarter of ~~2018. The increase was the result of higher professional fees and other costs as compared to the prior year.~~2019.

~~-40-~~-39-

Interest Expense

Interest expense ~~increased $0.9 million to~~did not change at $1.9 million for the three months ended September 30, ~~2019, compared with $1.0 million in the prior year period due to an increase in the outstanding debt. Refer to Note 3~~2020 and ~~8 of the notes to our Consolidated Financial Statements included herein, for information regarding new debt issued and debt retirement that occurred in March~~ 2019.

Income Taxes

Income ~~taxes (benefits)~~tax expense (benefit) decreased ~~$2.3~~$13.5 million, to $(12.8) million for the three months ended September 30, 2020, compared to $0.7 million for the three months ended September 30, ~~2019, compared to $3.0 million for the three months ended September 30, 2018.~~2019. The decrease in income tax expense is predominantly the result of ~~lower income~~the pre-tax loss during the current quarter as compared to income during the third quarter of ~~2018.~~2019. Additionally, in the ~~quarter, we recognized a benefit of $0.4 million relating to an election~~Coronavirus Aid, Relief, and Economic Security Act ('CARES Act"), signed into law on March 27, 2020, is allowing us to carry back ~~capital losses and a benefit of $0.2 million relating~~net operating loss to ~~a reduction in the uncertain tax position reserve. Lastly, the State of Florida announced a reduction in its state~~prior years when federal income taxes were at 35%, which increased our effective tax rate ~~from 5.5%~~during the current quarter. Refer to ~~4.5%, effective January 1, 2019, which represented a benefit in~~Note 10 of the ~~quarter. This new tax rate will be in place until at least December 31, 2021.~~notes to our Consolidated Financial Statements for additional information regarding the CARES Act.

~~-41-~~-40-

Operating Results Overview - Nine Months Ended September 30, ~~2019~~2020 Compared with Nine Months Ended September 30, ~~2018~~2019

The following table sets forth results of operations for the periods presented:


		Nine Months Ended														Nine Months Ended
		September 30,														September 30,
		2019			% Change		2018				2020			% Change		2019
		(Dollars in thousands)														(Dollars in thousands)
Revenues:	Revenues:									Revenues:
Gross premiums written	Gross premiums written	$	460,534		4.6	%	$	440,151		Gross premiums written	$	558,492		21.3	%	$	460,534
Gross premiums earned	Gross premiums earned	425,133			(3.0)	%	438,239			Gross premiums earned	538,988			26.8	%	425,133
Ceded premiums	Ceded premiums	(156,669)			(10.0)	%	(174,080)			Ceded premiums	(238,054)			51.9	%	(156,669)
Net premiums earned	Net premiums earned	268,464			1.6	%	264,159			Net premiums earned	300,934			12.1	%	268,464
Net investment income	Net investment income	12,037			32.9	%	9,058			Net investment income	9,637			(19.9)	%	12,037
Net realized and unrealized investment gains (losses)	Net realized and unrealized investment gains (losses)	5,050			451.3	%	916			Net realized and unrealized investment gains (losses)	8,882			75.9	%	5,050
Direct written policy fees	Direct written policy fees	7,308			(31.6)	%	10,685			Direct written policy fees	10,662			45.9	%	7,308
Other income	Other income	13,115			(11.6)	%	14,833			Other income	16,919			29.0	%	13,115
Total revenues	Total revenues	305,974			2.1	%	299,651			Total revenues	347,034			13.4	%	305,974

Costs and expenses:	Costs and expenses:									Costs and expenses:
Losses and loss adjustment expenses		194,284			24.5	%	156,098
Losses and LAE										Losses and LAE	297,862			53.3	%	194,284
Commissions and other underwriting expenses	Commissions and other underwriting expenses	75,650			(17.3)	%	91,467			Commissions and other underwriting expenses	90,205			19.2	%	75,650
General and administrative expenses	General and administrative expenses	17,336			6.1	%	16,345			General and administrative expenses	17,241			(0.5)	%	17,336
Interest expense	Interest expense	8,860			182.3	%	3,139			Interest expense	5,745			(35.2)	%	8,860
Total costs and expenses	Total costs and expenses	296,130			10.9	%	267,049			Total costs and expenses	411,053			38.8	%	296,130

Income (loss) before income taxes	Income (loss) before income taxes	9,844			(69.8)	%	32,602			Income (loss) before income taxes	(64,019)			(750.3)	%	9,844
Income tax expense (benefit)	Income tax expense (benefit)	1,940			(77.4)	%	8,587			Income tax expense (benefit)	(23,928)			(1,333.4)	%	1,940
Net income (loss)	Net income (loss)	7,904			(67.1)	%	24,015			Net income (loss)	$	(40,091)		(607.2)	%	$	7,904
Net income (loss) attributable to non-controlling interest		—			(100.0)	%	(218)
Net income (loss) attributable to FNHC shareholders		$	7,904		(67.4)	%	$	24,233


Ratios to net premiums earned:	Ratios to net premiums earned:									Ratios to net premiums earned:
Net loss ratio	Net loss ratio	72.4		%			59.1		%	Net loss ratio	99.0		%			72.4		%
Net expense ratio	Net expense ratio	34.6		%			40.8		%	Net expense ratio	35.7		%			34.6		%
Combined ratio	Combined ratio	107.0		%			99.9		%	Combined ratio	134.7		%			107.0		%

(1)Net loss ratio is calculated as losses and LAE divided by net premiums earned.

(2)Net expense ratio is calculated as all operating expenses less interest expense divided by net premiums earned.

(3)Combined ratio is calculated as the sum of losses and LAE and all operating expenses less interest expense divided by net premiums earned.

~~-42-~~-41-

The following table sets forth a reconciliation of GAAP to non-GAAP measures:


		As of or For the Nine Months Ended September 30,																																Nine Months Ended
		2019																					2018										September 30,
		Homeowners			Automobile			Other			Consolidated			Homeowners			Automobile			Other			Consolidated				2020			2019
											(Dollars in thousands)																			(Dollars in thousands)
Revenue	Revenue																									Revenue
Total revenues	Total revenues	$	284,685		$	27		$	21,262		$	305,974		$	269,395		$	9,839		$	20,417		$	299,651		Total revenues	$	347,034		$	305,974
Less:	Less:																									Less:
Net realized and unrealized investment gains (losses)	Net realized and unrealized investment gains (losses)	—			—			5,050			5,050			—			—			916			916			Net realized and unrealized investment gains (losses)	8,882			5,050
Adjusted operating revenues	Adjusted operating revenues	$	284,685		$	27		$	16,212		$	300,924		$	269,395		$	9,839		$	19,501		$	298,735		Adjusted operating revenues	$	338,152		$	300,924

Net Income (Loss)	Net Income (Loss)																									Net Income (Loss)
Net income (loss)	Net income (loss)	$	7,981		$	(2,241)		$	2,164		$	7,904		$	23,529		$	(1,668)		$	2,372		$	24,233		Net income (loss)	$	(40,091)		$	7,904
Less:	Less:																									Less:
Net realized and unrealized investment gains (losses)	Net realized and unrealized investment gains (losses)	—			—			3,812			3,812			—			—			684			684			Net realized and unrealized investment gains (losses)	5,320			3,812
Acquisition and other costs	Acquisition and other costs	(237)			(5)			(532)			(774)			(1,183)			(69)			(126)			(1,378)			Acquisition and other costs	(41)			(774)
Amortization of identifiable intangibles																										Amortization of identifiable intangibles	(67)			—
Gain (loss) on early extinguishment of debt	Gain (loss) on early extinguishment of debt	—			—			(2,698)			(2,698)			—			—			—			—			Gain (loss) on early extinguishment of debt	—			(2,698)
Adjusted operating income (loss)	Adjusted operating income (loss)	$	8,218		$	(2,236)		$	1,582		$	7,564		$	24,712		$	(1,599)		$	1,814		$	24,927		Adjusted operating income (loss)	$	(45,303)		$	7,564

Income tax rate assumed for reconciling items above	Income tax rate assumed for reconciling items above	24.52		%	24.52		%	24.52		%	24.52		%	25.35		%	25.35		%	25.35		%	25.35		%	Income tax rate assumed for reconciling items above	40.10		%	24.52		%

~~-43-~~

~~The following table summarizes our unaudited results of operations by line of business for the periods presented:~~

Nine Months Ended September 30,
2019 2018
Homeowners Automobile Other Consolidated Homeowners Automobile Other Consolidated
(Dollars in thousands)
Revenues:
Gross premiums written $ 447,642 $ (1) $ 12,893 $ 460,534 $ 414,914 $ 8,628 $ 16,609 $ 440,151
Gross premiums earned 412,409 26 12,698 425,133 403,579 17,876 16,784 438,239
Ceded premiums (145,438) (20) (11,211) (156,669) (150,722) (13,350) (10,008) (174,080)
Net premiums earned 266,971 6 1,487 268,464 252,857 4,526 6,776 264,159
Net investment income — — 12,037 12,037 — — 9,058 9,058
Net realized and unrealized investment gains (losses) — — 5,050 5,050 — — 916 916
Direct written policy fees 7,082 3 223 7,308 5,978 4,229 478 10,685
Other income 10,632 18 2,465 13,115 10,560 1,084 3,189 14,833
Total revenues 284,685 27 21,262 305,974 269,395 9,839 20,417 299,651

Costs and expenses:
Losses and loss adjustment expenses 186,520 2,794 4,970 194,284 141,428 6,777 7,893 156,098
Commissions and other underwriting expenses 73,272 51 2,327 75,650 83,284 5,021 3,162 91,467
General and administrative expenses 14,320 150 2,866 17,336 13,361 275 2,709 16,345
Interest expense — — 8,860 8,860 100 — 3,039 3,139
Total costs and expenses 274,112 2,995 19,023 296,130 238,173 12,073 16,803 267,049
Income (loss) before income taxes 10,573 (2,968) 2,239 9,844 31,222 (2,234) 3,614 32,602
Income tax expense (benefit) 2,592 (727) 75 1,940 7,911 (566) 1,242 8,587
Net income (loss) 7,981 (2,241) 2,164 7,904 23,311 (1,668) 2,372 24,015
Net income (loss) attributable to non-controlling interest — — — — (218) — — (218)
Net income (loss) attributable to FNHC shareholders $ 7,981 $ (2,241) $ 2,164 $ 7,904 $ 23,529 $ (1,668) $ 2,372 $ 24,233

Ratios to net premiums earned:
Net loss ratio 69.9 % NCM NCM 72.4 % 55.9 % 149.7 % 116.5 % 59.1 %
Net expense ratio 32.8 % 34.6 % 38.3 % 40.8 %
Combined ratio 102.7 % 107.0 % 94.2 % 99.9 %

~~-44-~~

Revenue

Total revenue increased ~~$6.3~~$41.0 million, or ~~2.1%~~13.4%, to $347.0 million for the nine months ended September 30, 2020, compared with $306.0 million for the nine months ended September 30, ~~2019, compared with $299.7 million for the nine months ended September 30, 2018.~~2019. The increase was driven primarily ~~driven~~ by ~~higher~~ net premiums ~~from Homeowners due to gross premiums~~ growth, including the effect of the acquisition of Maison, and ~~lower reinsurance spend offset by lower~~all other revenue ~~from Automobile as we exit the business,~~components, excluding net investment income, all of which are discussed in further detail below.

Gross Premiums Written

The following table sets forth the gross premiums written for the periods presented:

໿


		Nine Months Ended							Nine Months Ended
		September 30,							September 30,
		2019		2018			2020		2019
		(In thousands)							(In thousands)
Gross premiums written:	Gross premiums written:					Gross premiums written:
Homeowners Florida	Homeowners Florida	$	347,320	$	355,818	Homeowners Florida	$	339,799	$	347,320
Homeowners non-Florida	Homeowners non-Florida	100,322		59,096		Homeowners non-Florida	203,897		100,322
Automobile		(1)		8,628
Commercial general liability		(121)		5,519
Federal flood	Federal flood	13,014		11,090		Federal flood	14,967		13,014
Non-core (1)						Non-core (1)	(171)		(122)
Total gross premiums written	Total gross premiums written	$	460,534	$	440,151	Total gross premiums written	$	558,492	$	460,534

(1)Reflects exited lines of business.

Gross written premiums increased ~~$20.3~~$98.0 million, or ~~4.6%~~21.3%, to $558.5 million for the nine months ended September 30, 2020, compared with $460.5 million for the nine months ended September 30, ~~2019, compared with $440.2 million for the nine months ended September 30, 2018.~~2019. Gross premiums written increased ~~primarily due to the growth in homeowners~~from FNIC's non-Florida business and $74.0 million from Maison, partially offset by ~~the decline~~a $28.5 million decrease in ~~the non-core businesses~~FNIC's Florida business, as we ~~are exiting, Automobile and commercial general liability, as well as a decline in homeowners Florida. Our homeowners non-Florida business continues~~reduce our exposure to ~~show exceptional growth year over year, especially in the state of Texas, which is allowing us to leverage our infrastructure and diversify insurance risk.~~this market. Overall, Homeowners grew ~~7.9%~~21.5%.

-42-

Gross Premiums Earned

The following table sets forth the gross premiums earned for the periods presented:


		Nine Months Ended							Nine Months Ended
		September 30,							September 30,
		2019		2018			2020		2019
		(In thousands)							(In thousands)
Gross premiums earned:	Gross premiums earned:					Gross premiums earned:
Homeowners Florida	Homeowners Florida	$	338,481	$	356,507	Homeowners Florida	$	347,237	$	338,481
Homeowners non-Florida	Homeowners non-Florida	73,928		47,072		Homeowners non-Florida	179,071		73,928
Automobile		26		17,876
Commercial general liability		1,693		7,144
Federal flood	Federal flood	11,005		9,640		Federal flood	12,851		11,005
Non-core (1)						Non-core (1)	(171)		1,719
Total gross premiums earned	Total gross premiums earned	$	425,133	$	438,239	Total gross premiums earned	$	538,988	$	425,133

(1)Reflects exited lines of business.

Gross premiums earned ~~decreased $13.1~~increased $113.9 million, or ~~3.0%~~26.8%, to $539.0 million for the nine months ended September 30, 2020, as compared to $425.1 million for the nine months ended September 30, ~~2019, as compared to $438.2~~2019. The higher gross premiums earned was primarily driven by continued non-Florida growth, including $59.5 million for the nine months ended September 30, 2018. The results are a reflection of our decision to exit the Automobile and commercial general liability lines, partially offset by a 2.2% increase in earned premiums in Homeowners.from Maison's non-Florida business.

~~-45-~~

Ceded Premiums Earned

Ceded premiums ~~decreased $17.4~~increased $81.4 million, or ~~10.0%~~51.9%, to $238.1 million for the nine months ended September 30, 2020, compared to $156.7 million for the nine months ended September 30, ~~2019, compared to $174.1 million for the nine months ended September 30, 2018.~~2019. The ~~decrease~~increase was ~~primarily~~ driven by ~~lower~~approximately $66 million higher excess of loss reinsurance spend, as property exposures increased, including from the Maison acquisition, this year as compared to last year. Additionally, there was approximately $15 million of additional ceded premium related to the 50% quota-share treaty for FNIC's non-Florida book of business that became effective July 1, 2020. The increase to ceded premium earned associated with this new treaty is essentially offset by corresponding reductions in ~~Homeowners~~loss and ~~lower ceded premiums in Automobile as we have exited that line~~LAE, and commission and other underwriting expenses when comparing the periods. Refer to Note 6 of ~~business.~~the notes to our Consolidated Financial Statements for additional information regarding this 50% quota-share treaty.

Net Investment Income

Net investment income ~~increased $2.9~~decreased $2.4 million, or ~~32.9%~~19.9%, to $9.6 million during the nine months ended September 30, 2020, compared to $12.0 million during the nine months ended September 30, ~~2019, compared to $9.1 million during the nine months ended September 30, 2018.~~2019. The ~~increase~~decrease was primarily due to the lower interest rate environment in 2020 and elevated second quarter 2019 income earned on debt proceeds that had not yet been deployed on the Maison acquisition, partially offset by fixed income portfolio growth ~~and~~from the ~~improvement in the yield as a result of rising interest rates during 2018 and from portfolio repositioning.~~Maison acquisition.

Net Realized and Unrealized Investment Gains (Losses)

Net realized and unrealized investment gains (losses) were ~~$5.1~~$8.9 million for the nine months ended September 30, ~~2019,~~2020, compared to ~~$0.9~~$5.1 million in the prior year period. We recognized ~~$3.0~~$0.4 million and ~~$2.6~~$3.0 million in unrealized investment gains (losses) for equity securities during these respective periods. Our current ~~year net realized gains~~ and prior year net realized ~~losses~~gains are primarily associated with our portfolio managers, under our control, moving out of positions due to both macro and micro conditions, a typical practice each and every quarter. ~~Our prior year net realized losses also resulted from our decision~~Furthermore, to ~~liquidate~~mitigate the potential COVID-19 related adverse impact on the financial stability of the issuers of securities we hold, certain ~~bond~~ positions ~~including positions related to tax-free municipal securities~~were liquidated during ~~the first quarter of 2018.~~2020.

Direct Written Policy Fees

Direct written policy fees ~~decreased~~increased by $3.4 million, or ~~31.6%~~45.9%, to ~~$7.3~~$10.7 million for the nine months ended September 30, ~~2019,~~2020, compared with ~~$10.7~~$7.3 million during the nine months ended September 30, ~~2018.~~2019. The ~~decrease in direct written~~increase is primarily driven by the policy fees ~~is correlated to lower number of~~generated from Maison’s policies in-force ~~in Automobile due to our decision to exit this line,~~and higher fees as ~~discussed earlier.~~a result of FNIC's non-Florida premium growth.

-43-

Other Income

Other income included the following for the periods presented:

໿


		Nine Months Ended											Nine Months Ended
		September 30,											September 30,
		2019		% Change		2018			2020		% Change		2019
		(In thousands)											(In thousands)
Other income:	Other income:							Other income:
Commission income	Commission income	$	2,466	(35.6)	%	$	3,827	Commission income	$	2,484	0.7	%	$	2,466
Brokerage	Brokerage	9,408		1.4	%	9,274		Brokerage	13,173		40.0	%	9,408
Financing and other revenue	Financing and other revenue	1,241		(28.3)	%	1,732		Financing and other revenue	1,262		1.7	%	1,241
Total other income	Total other income	$	13,115	(11.6)	%	$	14,833	Total other income	$	16,919	29.0	%	$	13,115

The ~~decrease~~increase in other income was primarily driven ~~by lower commission income and financing revenue, partially offset~~ by higher brokerage revenue. The ~~year over year decreases in commission income were driven by lower Automobile fee income~~brokerage revenue increase is the result of higher excess of loss reinsurance spend from the ~~reduction~~reinsurance programs in ~~premiums earned and,~~place during the first nine months of 2020 as compared to ~~a lesser extent, lower fee income from other areas~~the first nine months of ~~the business.~~2019.

~~-46-~~

Expenses

Losses and LAE

Loss ~~Adjustment Expenses~~and LAE incurred, net of reinsurance, included the following for the periods presented:


	Nine Months Ended
	September 30,
	2020				2019
			Net Loss				Net Loss
	Amount		Ratio		Amount		Ratio
	(In thousands)
Current accident year, excluding catastrophes:
Homeowners	$	183,768	61.1	%	$	145,838	54.3	%
Non-core (1)	—		—	%	2,201		0.8	%
Total current accident year, excluding catastrophes	183,768		61.1	%	148,039		55.1	%
Current year catastrophes (2):
Florida	47,963		15.9	%	23,476		8.8	%
Texas	26,672		8.9	%	11,441		4.3	%
Louisiana	31,551		10.5	%	7,465		2.8	%
Other states	1,740		0.6	%	4,603		1.7	%
Total current year catastrophes	107,926		35.9	%	46,985		17.6	%
Prior year loss development (redundancy):
Homeowners	4,355		1.4	%	(3,457)		(1.3)	%
Non-core (1)	2,557		0.8	%	4,695		1.7	%
Ceded losses subject to offsetting experience account adjustments (3)	(744)		(0.2)	%	(1,978)		(0.7)	%
Total prior year loss development (redundancy)	6,168		2.0	%	(740)		(0.3)	%
Total net losses and LAE	$	297,862	99.0	%	$	194,284	72.4	%

(1)Reflects exited lines of business.

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(2)Includes PCS weather events and other events impacting multiple insureds for which the Company's insurance carriers established catastrophe event codes, net of the benefit of claims handling services. These catastrophe events are typically wind, hail and tornado related weather events. Any individual catastrophe event with gross losses greater than $20 million, on a pre-tax basis, are considered significant and specifically addressed in the commentary below.

Losses and LAE increased ~~$38.2~~$103.6 million, or ~~24.5%~~53.3%, to ~~$194.3~~$297.9 million for the nine months ended September 30, ~~2019,~~2020, compared with ~~$156.1~~$194.3 million for the same period last year. Homeowners losses increased $45.0 million during the nine months ended September 30, 2019 as compared to the nine months ended September 30, 2018, slightly offset by $6.0 million of decreases in Automobile and commercial general liability as we exit these lines, across the same period.

The net loss ratio increased ~~13.3~~26.6 percentage points, to 99.0% in the first nine months of 2020, as compared to 72.4% in the first nine months of ~~2019, as compared to 59.1% in the first nine months of 2018.~~2019. The higher loss ratio was primarily the result of ~~$46.7~~higher catastrophe net losses when comparing the periods, as the first nine months of 2020 included $107.9 million, net of reinsurance. Approximately $37 million of catastrophe net losses ~~net in 2019~~ from ~~severe weather events in Florida and other states ($23.5 million~~FNIC's non-Florida book of ~~the 2019 losses relates to non-Florida, which is~~business was subject to a 50% profit-sharing agreement prior to the 50% quota share becoming effective on July 1, 2020, as discussed ~~earlier). Severe~~above.

The first nine months of 2020 catastrophe net losses were $107.9 million, net of reinsurance, which included Hurricanes Laura and Sally as well as a number of hail, wind-related severe weather events, which together impacted Florida, Louisiana, Texas and other states. By comparison, the first nine months of 2019 catastrophe net losses were $47 million, net of reinsurance, which primarily included the impacts of Hurricane Dorian, Hurricane Barry and Tropical Storm Imelda. Additionally, higher volume of policies in ~~2018 amounted to $7.8 million. The remaining variance is the result~~force drove approximately $25.0 million of higher losses ~~from~~compared to 2019. Lastly, $10.0 million of higher ~~gross premiums~~losses related to higher loss pick in ~~2019~~FNIC’s Florida book of business as compared to ~~2018.~~prior year period.

Also contributing to the higher loss ratio was the strengthening of reserves for prior accident years by $6.9 million, which related primarily to the 2019 accident year in the Florida homeowners line of business.

Commissions and Other Underwriting Expenses

The following table sets forth the commissions and other underwriting expenses for the periods presented:


		Nine Months Ended							Nine Months Ended
		September 30,							September 30,
		2019		2018			2020		2019
		(In thousands)							(In thousands)
Commissions and other underwriting expenses:	Commissions and other underwriting expenses:					Commissions and other underwriting expenses:
Homeowners Florida	Homeowners Florida	$	39,810	$	42,796	Homeowners Florida	$	41,181	$	39,810
All others	All others	17,796		14,488		All others	37,789		17,796
Ceding commissions	Ceding commissions	(8,893)		(8,777)		Ceding commissions	(13,969)		(8,893)
Total commissions and other fees		48,713		48,507
Total commissions						Total commissions	65,001		48,713

Automobile		3		4,229
Homeowners non-Florida		2,337		1,354
Total fees		2,340		5,583

Fees						Fees	3,694		2,340
Salaries and wages	Salaries and wages	9,090		11,282		Salaries and wages	10,068		9,090
Other underwriting expenses	Other underwriting expenses	15,507		26,095		Other underwriting expenses	11,442		15,507
Total commissions and other underwriting expenses	Total commissions and other underwriting expenses	$	75,650	$	91,467	Total commissions and other underwriting expenses	$	90,205	$	75,650

Commissions and other underwriting expenses ~~decreased $15.8~~increased $14.5 million, or ~~17.3%~~19.2%, to $90.2 million for the nine months ended September 30, 2020, compared with $75.7 million for the nine months ended September 30, ~~2019, compared with $91.5 million for the nine months ended September 30, 2018.~~2019. The ~~decrease is the result of a significant reduction in other underwriting expenses as there~~increase was ~~a benefit in the non-Florida profit share calculation in the nine months as a direct result of $23.5 million of non-Florida weather related losses (as previously discussed in the~~ ~~Losses and Loss Adjustment Expenses~~ ~~section), resulting in a $11.8 million reduction.~~

~~Additionally, the lower Automobile fees and lower homeowners Florida commissions are~~primarily driven by the corresponding change in premiums earned across periods. The decline in salaries and wages is due in part to our continued focus on operational efficiencies. These items are partially offset by an increase in homeownershigher non-Florida ~~commissions and fees~~acquisition related costs as a result of premium growth. When comparing these periods, this increase was partially offset by a higher ~~premiums earned across periods.~~ceding commissions driven in part by the new 50% quota share in FNIC's non-Florida book of business and lower other underwriting expense. Refer to Ceded Premium Earned above for additional information.

The net expense ratio ~~decreased 6.2~~increased 1.1 percentage points to 35.7% in the first nine months of 2020, as compared to 34.6% in the first nine months of 2019, as compared to 40.8% in the first nine months of 2018. The decrease in the ratio is attributable to the lower non-Florida profit share expense and other expense reductions as well as the lower reinsurance spend during the nine months driving higher net premiums earned. Refer to the discussion above for more information.2019.

~~-47-~~-45-

General and Administrative Expenses

General and administrative expenses ~~increased $1.0~~decreased $0.1 million, or ~~6.1%~~0.5%, to ~~$17.3~~$17.2 million for the nine months ended September 30, ~~2019,~~2020, compared with ~~$16.3~~$17.3 million in the prior year period. ~~The increase was primarily the result of higher professional fees, including due diligence costs relating to the pending acquisition of Maison Companies, as previously discussed earlier.~~

Interest Expense

Interest expense ~~increased $5.8~~decreased $3.2 million to ~~$8.9~~$5.7 million for the nine months ended September 30, ~~2019,~~2020, compared with ~~$3.1~~$8.9 million in the prior year period, ~~due to the~~which included $3.6 million of prepayment fees, including the write-off of remaining debt issuance ~~costs, and an increase in~~costs. This decline was partially offset by the fact that our March 2019 debt offering was only outstanding ~~debt as~~for a ~~result~~portion of ~~our~~the first quarter ~~2019 borrowing. Refer to Note 3 and 8~~ of ~~the notes to our Consolidated Financial Statements included herein, for information regarding new debt issued and debt retirement that occurred in March~~ 2019.

Income Taxes

Income ~~taxes~~tax expense (benefit) decreased ~~$6.7~~$25.8 million, to $(23.9) million for the nine months ended September 30, 2020, compared to $1.9 million for the nine months ended September 30, ~~2019, compared with a tax expense of $8.6 million for the nine months ended September 30, 2018.~~2019. The decrease in income tax expense is predominantly the result of ~~lower~~the pre-tax loss during the first nine months of the current year as compared to income during ~~the nine months ended September 30, 2019, compared to~~ the corresponding period in ~~2018.~~2019. Additionally, ~~in 2019, we recognized a benefit of $0.4 million relating to an election~~the CARES Act, signed into law on March 27, 2020, is allowing us to carry back ~~capital losses and a benefit~~net operating loss to prior years when federal income taxes were at 35%, which increased our effective tax rate during the current quarter. Refer to Note 10 of ~~$0.2 million relating~~the notes to ~~a reduction~~our Consolidated Financial Statements for additional information regarding the CARES Act.

Consolidated Company Outlook - Changing Financial Trends

Beginning October 1, 2020, FNIC increased their quota share cession percentage from 10% to 20% on its Florida homeowners book of business. This increase will affect the components of the combined ratio by the change in the ~~uncertain tax position reserve. Lastly,~~ceding of premiums, claims and commissions. Refer to Note 6 for further information on the ~~State~~quota share treaty.

Beginning December 1, 2020, FNIC increased their quota share cession percentage from 50% to 80% on its non-Florida homeowners book of ~~Florida announced~~business. This increase will affect the components of the combined ratio by the change in the ceding of premiums, claims and commissions. Refer to Note 6 for further information on the quota share treaty.

As discussed in more detail under “Item 1A. Risk Factors,” the private reinsurance market has been and is expected to remain in a ~~reduction~~“hard” market cycle, with the result that available terms are less favorable and could cause more financial exposure to the Company. The Company has attempted to mitigate these impacts by purchasing additional coverage where available. Refer to Note 6 for further information on the additional coverage. There can be no assurances, however, that such additional coverage will eliminate all financial exposure. Please see “Liquidity and Capital Resources—Overview” for more information.

The Company experienced impacts from Hurricanes Delta and Zeta, both of which made landfall in ~~its~~the state ~~income tax rate effective from January 1, 2019, as discussed earlier.~~of Louisiana during the month of October. For the fourth quarter of 2020, we are expecting to incur approximately $27 million (pre-tax) of catastrophe losses, net of all recoveries, including reinsurance, on a combined basis for these storms.

~~-48-~~

LIQUIDITY AND CAPITAL RESOURCES

Overview

Our primary sources of funds are gross written premiums, investment income, commission income and fee income. Our primary uses of funds are the payment of claims, catastrophe and other reinsurance premiums and operating expenses. As of September 30, ~~2019,~~2020, the Company held ~~$491.5~~$553.6 million in investments. Cash and cash equivalents ~~increased $57.0~~decreased $84.1 million, to ~~$121.4~~$49.3 million as of September 30, ~~2019,~~2020, compared with ~~$64.4~~$133.4 million as of December 31, ~~2018, as discussed below, primarily due to the net proceeds of our March 2019 debt offering, after redemption of our legacy $45 million principal amount.~~2019. Total shareholders’ equity ~~increased $22.1~~decreased $47.2 million, to ~~$237.4~~$201.5 million as of September 30, ~~2019,~~2020, compared with ~~$215.3~~$248.7 million as of December 31, ~~2018~~2019 due primarily to ~~unrealized gains on our bond portfolio~~a net loss and ~~net income.~~repurchases of common stock.

~~Historically, we have met our liquidity requirements primarily through cash generated from operations.~~ On March 5, 2019, the Company closed on an offering of $100 million of Senior Unsecured Notes due 2029, which bear interest at the annual rate of 7.5%. The net proceeds of the offering were in part used to redeem all $45 million of the Company's Senior Unsecured Fixed Rate Notes due 2022 and the Company's Senior Notes due 2027. Additionally, the remaining cash from the offering ~~will be~~was used to purchase the Maison Companies and for other general corporate purposes, including ~~potential~~ repurchases of shares of our common stock and managing the capital needs of our subsidiaries. Refer to Notes 3 and 8 toof the notes to ~~the~~our Consolidated Financial Statements ~~included herein,~~set forth in Part II, Item 8. Financial Statements and Supplementary Data of the 2019 Form 10-K, for additional information regarding the 2029 Notes as well as the ~~pending~~ acquisition of the Maison Companies.

-46-

Among other things, the 2029 Notes contain customary covenants that limit the Company's ability to enter into certain operational and financial transactions, including, but not limited to incurring additional debt above certain thresholds. If the Company's debt to capital ratio exceeds 35%, the Company would be precluded from incurring additional debt or from paying common stock dividends. No acceleration of the related debt would occur, unless the debt to capital ratio was driven above 35% by specific actions taken by the Company. The Company's actual debt to capital ratio as of September 30, ~~2019~~2020 was approximately ~~29%~~32.9%.

Historically, we have met our liquidity requirements primarily through cash generated from operations. During the first nine months of 2020, property and casualty businesses, including FNHC’s insurance carriers, have been impacted by catastrophes, hail, and wind-related severe weather events and private reinsurers have tightened coverage provisions and raised the cost of their coverages. Although we currently continue to have adequate liquidity and capital, management is continually monitoring and adjusting its liquidity and capital plans for FNHC and its subsidiaries in light of the aforementioned challenges. Additional weather-related events and actions by reinsurers could adversely affect the Company’s ability to access sources of liquidity, especially due to our elevated debt to capital ratio and debt covenants discussed above, and there can be no assurance that additional financing will be available to us on favorable terms, or at all.

Statutory Capital and Surplus of ~~Our~~our Insurance Subsidiaries

As described more fully in Part I, Item 1. Business, Regulation of our ~~2018~~2019 Form 10-K, the Company’s insurance operations are subject to the laws and regulations of the states in which we operate. The Florida OIR and ~~its~~their regulatory counterparts in other states utilize the National Association of Insurance Commissions (“NAIC”) risk-based capital (“RBC”) requirements, and the resulting RBC ratio, as a key metric in the exercise of their regulatory oversight. The RBC ratio is a measure of the sufficiency of an insurer’s statutory capital and surplus. In addition, the RBC ratio is used by insurance industry ratings services in the determination of the financial strength ratings (i.e., claims paying ability) they assign to insurance companies. As of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, FNIC’s statutory surplus, which includes MNIC, was ~~$150.9~~$96.8 million and ~~$161.7~~$141.8 million, respectively. As of September 30, 2020 and December 31, 2019, MIC’s statutory surplus was $46.8 million and $50.7 million, respectively.

Based upon the 2019 statutory financial statements for FNIC, MIC and MNIC, statutory surplus exceeded the regulatory action levels established by the NAIC’s RBC requirements.

Based on RBC requirements, the extent of regulatory intervention and action increases as the ratio of an insurer’s statutory surplus to its ACL, as calculated under the NAIC’s requirements, decreases. The first action level, the Company Action Level, requires an insurer to submit a plan of corrective actions to the insurance regulators if statutory surplus falls below 200.0% of the ACL amount. The second action level, the Regulatory Action Level, requires an insurer to submit a plan containing corrective actions and permits the insurance regulators to perform an examination or other analysis and issue a corrective order if statutory surplus falls below 150.0% of the ACL amount. The third action level, ACL, allows the regulators to rehabilitate or liquidate an insurer in addition to the aforementioned actions if statutory surplus falls below the ACL amount. The fourth action level is the Mandatory Control Level, which requires the regulators to rehabilitate or liquidate the insurer if statutory surplus falls below 70.0% of the ACL amount. ~~FNIC’s~~FNIC, MNIC and ~~MNIC's~~MIC had ratios of statutory surplus to its ACL ~~were 329.9%~~of 323.9%, 1,128.7% and ~~774.4%~~305.7%, respectively, as of December 31, ~~2018.~~2019.

As of September 30, 2020, the Company has $61 million of liquidity in its holding company and non-regulated subsidiaries (collectively referred to “holding company liquidity”) that is available for general corporate purposes, including supporting the capital requirements of its insurance subsidiaries. The Company currently expects to end 2020 with RBC levels at or above 300% in its insurance carriers, and with remaining holding company liquidity of approximately $50 million. These projected figures can vary for a variety of reasons and do not contemplate any U.S. landfall by Tropical Depression Eta, the net retention for which could be impacted by a potential gap in reinsurance coverage as a result of the non-cascading terms on a portion of our reinsurance program. While difficult to quantify any gap in reinsurance coverage, due to its dependency on ultimate gross losses from Hurricanes Delta and Zeta, the Company currently estimates that any such gap for Tropical Depression Eta would only emerge if Eta made U.S. landfall and resulted in losses in excess of approximately $47 million. Refer to "Part II, Item 1A., Risk Factors” for more information. A reinsurance purchase in early November specifically excludes Tropical Depression Eta and has mitigated all or some of the potential gap in coverage for an event arising after Tropical Depression Eta, if Tropical Depression Eta does not make landfall. As discussed in Overview above, over time, additional weather-related events and actions by reinsurers could adversely affect the Company’s insurance carriers’ ability to maintain adequate capital levels and FNHC may not be able to contribute necessary capital.

~~-49-~~

Cash Flows Discussion

We currently believe that existing cash and investment balances, when combined with anticipated cash flows, ~~and the proceeds of our debt offering as described above,~~ will be adequate to meet our expected liquidity needs in both the short-term and the reasonably foreseeable future. Please see "COVID-19 Impact"

-47-

above for a discussion of the potential impact of the COVID-19 pandemic on us. We currently believe the combined balances will be sufficient to meet our ongoing operating requirements and anticipated cash needs, and satisfy the covenants in our senior notes. Future growth strategies may require additional external financing and we may from time to time seek to obtain external financing. We cannot assure that additional sources of financing will be available to us on favorable terms, or at all, or that the terms of any such financing would not negatively impact our results of operations. ~~We expect to~~The continue declaring and paying of dividends ~~at comparable levels,~~is subject to our compliance with debt covenants, future liquidity needs and reserve requirements.

Subject to our compliance with capital requirements as described above, we may consider various opportunities to deploy our capital, including repurchases of our common stock if such repurchases represent a more favorable use of available capital.

Operating Activities

Net cash ~~provided by~~(used in) operating activities decreased to ~~$26.4~~$(78.8) million in the nine months ended September 30, ~~2019~~2020 compared to ~~$28.3~~net cash provided by $26.4 million in the same period in ~~2018.~~2019. This decrease reflects higher expenses paid, including those related to commissions and underwriting expenses and losses and ~~loss adjustment expenses,~~LAE, partially offset by higher net premiums collected, in the first nine months of ~~2019~~2020 as compared to the corresponding period in ~~2018.~~ 2019.

Investing Activities

Net cash provided by investing activities of $8.9 million in the nine months ended September 30, 2020 reflected sales, maturities and redemptions of our debt and equity investment securities of $419.1 million, partially offset by purchases of debt and equity investment securities of $407.6 million. Net cash used in investing activities of $16.7 million in the nine months ended September 30, 2019 reflected purchases of debt and equity investment securities of $175.1 million, partly offset by sales, maturities and redemptions of our debt and equity investment securities of $160.0 million. Net cash used in investing activities of $15.2 million in the nine months ended September 30, 2018 reflected purchases of debt and equity investment securities of $262.5 million, partly offset by sales, maturities and redemptions of our debt and equity investment securities of $248.3 million.

Financing Activities

Net cash ~~provided by~~used in financing activities for the nine months ended September 30, ~~2019~~2020 of $14.2 million primarily reflects repurchases of FedNat Holding Company common stock of $10.4 million and dividends paid of $3.8 million. Net cash provided by financing activities of $47.3 million for the nine months ended September 30, 2019 primarily reflects issuance of long-term debt, net of issuance costs, of $98.4 million, ~~partly~~partially offset by payment of long-term debt of $48.0 million. Net cash used in financing activities of $29.9 million for the nine months ended September 30, 2018 primarily reflects the purchase of non-controlling interest of $16.7 million, payment of long-term debt of $5.0 million, and repurchase of our common stock of $5.1 million.

Impact of Inflation and Changing Prices

The consolidated financial statements and related data presented herein have been prepared in accordance with GAAP, which requires the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. Our primary assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or with the same magnitude as the inflationary effect on the cost of paying losses and LAE.

Insurance premiums are established before we know the amount of losses and LAE and the extent to which inflation may affect such expenses. Consequently, we attempt to anticipate the future impact of inflation when establishing rate levels. While we attempt to charge adequate premiums, we may be limited in raising premium levels for competitive and regulatory reasons. Inflation may also affect the market value of our investment portfolio and the investment rate of return. Any future economic changes that result in prolonged and increasing levels of inflation could cause increases in the dollar amount of incurred losses and LAE and thereby materially adversely affect future liability requirements.

Critical Accounting Policies

We prepare our consolidated financial statements in ~~accordance~~conformity with ~~GAAP,~~accounting principles generally accepted in the United States ("GAAP"), which requires us to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results may materially differ from those estimates.

~~-50-~~

We believe our most critical accounting estimates inherent in the preparation of our financial statements are: (i) fair value measurements of our investments; (ii) accounting for investments; (iii) premium and unearned premium calculation; (iv) reinsurance contracts; (v) the amount and recoverability of deferred acquisition ~~costs;~~costs and value of business acquired; (vi) goodwill and other intangible assets; (vii) reserve for loss and losses adjustment expenses; and ~~(vii)~~(viii) income taxes. The accounting estimates require the

-48-

use of assumptions about certain matters that are highly uncertain at the time of estimation. To the extent actual experience differs from the assumptions used, our financial condition, results of operations, and cash flows would be affected.

There have been no significant changes to our critical accounting estimates during the nine months ended September 30, ~~2019.~~2020. Refer to Part II, Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates” included in our ~~2018~~2019 Form 10-K for a more complete description of our critical accounting estimates.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our investment objective is to maximize total rate of return after federal income taxes while maintaining liquidity and minimizing risk. Our current investment policy limits investment in non-investment-grade debt securities (including high-yield bonds), and limits total investments in preferred stock, common stock and mortgage notes receivable. We also comply with applicable laws and regulations that further restrict the type, quality and concentration of our investments. In general, these laws and regulations permit investments, within specified limits and subject to certain qualifications, in federal, state and municipal obligations, corporate bonds, preferred and common equity securities and real estate mortgages.

Our investment policy is established by the Board of Directors' Investment Committee and is reviewed on a regular basis. Pursuant to this investment policy, as of September 30, ~~2019,~~2020, approximately ~~97%~~98% of investments were in debt securities and cash and cash equivalents, which are considered to be ~~either held-until-maturity or~~ available-for-sale, based upon our estimates of required liquidity. Approximately ~~99%~~100% of the debt securities are considered available-for-sale and are marked to market. We may in the future consider additional debt securities to be held-to-maturity securities, which are carried at amortized cost. We do not use any swaps, options, futures or forward contracts to hedge or enhance our investment portfolio.

~~There have been no~~The only material ~~changes~~change to the Company’s exposures to market risks since December 31, ~~2018.~~2019 relates to COVID-19 and please refer to "Part II, Item 1A., Risk Factors” for details. Please also refer to the ~~2018~~2019 Form 10-K for a ~~complete~~ discussion of the Company’s other exposures to market risks.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, ~~due to the control matter discussed below in “Changes in Internal Control over Financial Reporting”,~~ our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ~~not~~ effective as of September 30, ~~2019.~~2020.

Notwithstanding the identified material weakness, we believe the consolidated financial statements included in this Form 10-Q fairly represent in all material respects the financial condition, results of operations and cash flows of the Company for the periods presented.

~~-51-~~

Changes in Internal Control over Financial Reporting

Recently, as part of a substantially completed investigation, the Company identified a control deficiency resulting primarily from inadequate managerial review by a subset of our claims team around processing of follow-on payments on closed claims of less than $30 thousand. In the course of investigating this matter, we identified fifteen inappropriate payments totaling approximately $0.3 million, which occurred between June and October 2019. As a result of our substantially completed investigation, we concluded that no other inappropriate payments occurred. A material weakness is a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. While this deficiency did not result in a material misstatement of the Company’s financial statements, the Company’s management, with the oversight of the Audit Committee of our Board of Directors, concluded that this deficiency rises to the level of a material weakness, as it had the potential to allow for a material dollar amount of inappropriate claim payments to be made without being detected.

To remediate the material weakness, we are strengthening the level and scope of managerial review of claim payment controls related primarily to follow-on payments on closed claims of less than $30 thousand as well as enhancing compensating controls around access and authority limits. Additionally, we are improving the segregation of responsibilities across the claim payment process, which will add additional layers of management review. The material weakness cannot be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of this material weakness will be completed by the end of fiscal year 2019.

~~Except as noted above, there~~There were no changes in our internal control over financial reporting that occurred during the ~~three~~nine months ended September 30, ~~2019~~2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness

Our management and our audit committee do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control gaps and instances of fraud have been detected. These inherent limitations include the realities that judgments and decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions.

~~-52-~~-49-

Part II: OTHER INFORMATION

Item 1. Legal Proceedings

Refer to Note 1011 to our Consolidated Financial Statements set forth in Part I, “Financial Statements” for information about legal proceedings.

Item 1A. Risk Factors

We may experience increased financial exposure due to change in private excess-of-loss reinsurance market terms and conditions.

The private reinsurance market goes through what are known in the industry as “soft” and “hard” market cycles based on factors such as variations in world-wide and regional weather patterns and other natural or man-made catastrophes that produce higher or lower loss experience for the reinsurance industry. During soft market cycles, where losses have been less than expected, advantageous terms are more readily available to us, which reduces our potential exposure by providing broader coverage. During a hard market cycle, where losses have been more than expected, private reinsurance markets typically tighten coverage, potentially resulting in more financial exposure to the Company. Examples of tighter terms include, but are not limited to, the removal of cascading protection and the elimination of individual insurance carrier per-event retentions when there are multiple insurance carriers in a group.

Cascading protection provides broader coverage during years in which we experience multiple events. As the aggregate limit of the preceding layer is exhausted, the adjacent layers above drop down (cascade) in its place. Additionally, any unused layer protection drops down for subsequent events until exhausted. In the absence of cascading features, when events occur, a carrier may need to purchase supplemental coverage to backfill layers or potential gaps of coverage ("backfill coverage"), if available, and may have to do so at inopportune times, such as in the middle of hurricane season when availability is scarcer and pricing is higher. If such backfill coverage is not available, the carrier may experience gaps in reinsurance coverage. Because the existence and magnitude of potential gaps in coverage may be dependent on the ultimate catastrophe losses that emerge from preceding storms, some of which may be very recent, quantification of potential gaps can be highly uncertain. In addition, if another potential disturbance is already active at the time of binding backfill coverage, the active disturbance will generally be excluded from the newly bound coverage, which could result in gaps in the reinsurance tower with respect to the active disturbance, if it were to make landfall.

With individual insurance carrier per-event retentions, each insurance carrier has a retention that better matches their current risk appetite and surplus level. With an aggregate per-event retention for the entire group, if only one or two of the insurance carriers are involved in a given event, the larger corporate retention is split between the insurance carriers, usually resulting in a larger retention for the impacted carrier(s).

Restricted terms could also appear in the form of shortened time periods for coverage to be afforded on any one event or requiring 100% of the premium to be paid at the inception of coverage. Given these restrictions, the Company may incur or retain additional risk towards the end of hurricane season.

The reinsurance market for 2020 has been a hard market, with less advantageous terms as described above. As a result, the Company expects to bear higher reinsurance spend and retain more risk itself as a result of the severity of the active 2020 hurricane season. In addition, the Company anticipates that the reinsurance market will remain hard for 2021.

There have been no other material changes from the risk factors previously disclosed in ~~Part~~“Part I, Item ~~1A, “Risk~~1A-Risk Factors,” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as supplemented in “Part II, Item 1A-Risk Factors” of the Company’s ~~2018~~Quarterly Report on Form ~~10-K. Please refer to that section~~10-Q for the quarter ended March 31, 2020 for disclosures regarding ~~what we believe are the most~~ significant risks and uncertainties related to our ~~business.~~business.

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

(c) Issuer Purchases of Equity Securities. The following table sets forth information with respect to purchases of shares of our common stock made during the quarter ended September 30, ~~2019~~2020 by or on behalf of FNHC:

໿


				Total Number of	Approximate Dollar
	Total Number	Average		Shares Purchased	Value of Shares That
	of Shares	Price Paid		as Part of Publicly	May Yet Be Purchased
	Repurchased	Per Share		Announced Plans	Under the Plans (1)
July ~~2019~~2020	—	$	—	—	$	10,000,011
August 2020	—	$	~~10,000,000~~
~~August 2019~~	—	—		10,000,011
September 2020	—	—		~~10,000,000~~
~~September 2019~~	—	—		—10,000,011	~~10,000,000~~

໿

(1)In December ~~2018,~~2019, the Company’s Board of Directors authorized ~~an additional~~a share repurchase program under which the Company may repurchase up to $10.0 million of its outstanding shares of common stock from January 1, 2020 through December 31, ~~2019.~~2020. In March 2020, the Company’s Board of Directors authorized an additional $10.0 million increase to the share repurchase program. As of September 30, ~~2019,~~2020, the remaining availability for future repurchases of our common stock was $10.0 million. Any such purchases would be made in the open market in accordance with Rule 10b-18 or under Rule 10b5-1 of the Exchange Act.

໿

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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~~-53-~~

Item 6. Exhibits


Exhibit No.			Description
10.1			~~Private Placement~~Non-Florida Excess Catastrophe Reinsurance Contract effective July 1, ~~2019 among~~2020 by and between FedNat ~~Insurance Company, Monarch National Insurance Company, Maison~~ Insurance Company and subscribing reinsurers*
10.2			Non-Reinstatable Excess Catastrophe Reinsurance Contract effective July 1, ~~2019~~2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.3			~~Second and Third Event~~Third-Fifth Cascading Excess Catastrophe Reinsurance Contract effective July 1, ~~2019~~2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.4			~~Net Quota Share~~Fourth Excess Catastrophe Reinsurance ~~Agreement~~Contract effective July 1, ~~2019 between~~2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and Swiss Reinsurance America Corporationsubscribing reinsurers
10.5			~~Non-Florida Property~~First, Second and Fifth Cascading Excess Catastrophe ~~Excess of Loss~~ Reinsurance Contract effective July 1, ~~2019 between~~2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.6			~~Reinstatement Premium Protection~~Private Single Retention Excess Catastrophe Reinsurance Contract effective July 1, ~~2019~~2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.7			~~Cooperation~~Second-Fifth Cascading Excess Catastrophe Reinsurance Contract effective July 1, 2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.8			Third-Fifth Excess Catastrophe Reinsurance Contract effective July 1, 2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.9			Second-Fifth Excess Catastrophe Reinsurance Contract effective July 1, 2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.10			Third-Fifth Cascading Reinstatement Premium Protection Reinsurance Contract effective July 1, 2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.11			First-Third Cascading Reinstatement Premium Protection Reinsurance Contract effective July 1, 2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.12			Second Single Retention Reinstatement Premium Protection Reinsurance Contract effective July 1, 2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.13			Second Reinstatement Premium Protection Reinsurance Contract effective July 1, 2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.14			First Reinstatement Premium Protection Reinsurance Contract effective July 1, 2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.15			Private Excess Catastrophe Reinsurance Contract effective July 1, 2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.16			Excess Catastrophe Reinsurance Contract effective July 1, 2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.17			Reinstatement Premium Protection Reinsurance Contract effective July 1, 2020, by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.18			Private Second-Fifth Excess Catastrophe Reinsurance Contract effective July 1, 2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.19			Non-Florida Second Event Property Catastrophe Excess of Loss Reinsurance Contract effective July 1, 2020 by and between FedNat Insurance Company and subscribing reinsurers*
10.20			First-Third Excess Catastrophe Reinsurance Contract effective July 1, 2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*

-52-


10.21			Second-Fourth Excess Catastrophe Reinsurance Contract effective July 1, 2020 by and among FedNat Insurance Company, Monarch national Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.22			Private Third-Fifth Excess Catastrophe Reinsurance Contract effective July 1, 2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.23			First-Third Single Retention Cascading Excess Catastrophe Reinsurance Contract effective July 1, 2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.24			Second and Third Event Excess Catastrophe Reinsurance Contract effective July 1, 2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.25			Supplemental Excess Catastrophe Reinsurance Contract effective July 28, 2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.26			Main Supplemental Excess Catastrophe Reinsurance Contract effective September 3, 2020 by and among FedNat Insurance Company, Monarch National insurance Company, Maison Insurance Company and subscribing reinsurers*
10.27			Supplemental Excess Catastrophe Reinsurance Contract effective September 3, 2020 by and among FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.28			Private Supplemental Excess Catastrophe Reinsurance Contract effective September 3, 2020 by and between FedNat Insurance Company, Monarch National Insurance Company, Maison Insurance Company and subscribing reinsurers*
10.29			Net Quota Share Reinsurance Agreement effective July 1, 2020 by and between FedNat Insurance Company and Swiss Reinsurance America Corporation*
10.30			Non-Florida Property Quota Share Reinsurance Contract effective July 1, 2020 by and between FedNat Insurance Company and SageSure Anchor Re, Inc.*
10.31			Employment Agreement dated August ~~9, 2019,~~22, 2020 by and between Patrick McCahill and FedNat Holding Company**
10.32			Confidential Information, Non-Solicitation and Non-Competition Agreement dated August 22, 2020 by and between FedNat Holding Company and Capital Returns Management, LLC**
~~10.8~~			Consent Order dated August 7, 2019 among the Florida Office of Insurance Regulation, FedNat Holding Company, 1347 Property Insurance Holdings, Inc., and Maison Insurance Company***
~~10.9~~			Consent Agreement dated August 9, 2019 among the Louisiana Department of Insurance, FedNat Holding Company and Maison Insurance CompanyPatrick McCahill
31.1			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act****
31.2			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act****
32.1			Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act****
32.2			Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act****
101.INS			Inline XBRL Instance Document*****Document
101.SCH			Inline XBRL Taxonomy Extension Schema Document*****Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document*****Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document*****Document
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document*****Document
104			Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

________________________

* Filed herewith. Certain identified information has been omitted from this exhibit in accordance with and as permitted by Item 601(b)(10)(iv) of Regulation S-K.

** Incorporated by reference to the comparable exhibit included in the Current Report on Form 8-K filed with the SEC on August 12, 2019.

*** Incorporated by reference to the comparable exhibit included in the Current Report on Form 8-K filed with the SEC on August 13, 2019.

**** Filed herewith.

***** In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of Exchange Act, except as shall be expressly set forth by specific reference in such filing.

** Filed herewith.

~~-54-~~-53-

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.

FEDNAT HOLDING COMPANY

By:

/s/ Michael H. Braun

Michael H. Braun, Chief Executive Officer

(Principal Executive Officer)

/s/ Ronald Jordan

Ronald Jordan, Chief Financial Officer

(Principal Financial Officer)

Date: November ~~12, 2019~~6, 2020

~~-55-~~-54-