UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549

Form10-Q

 

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

For the quarterly period ended SeptemberJune 30, 20172022

OR

OR

 

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

Commission File Number001-34126

 

001-34126

HCI Group, Inc.

(Exact name of Registrantregistrant as specified in its charter)

 

Florida

20-5961396

(State of

Incorporation)

(IRS Employer

Identification No.)

5300 West Cypress Street, Suite 100

3802 Coconut Palm Drive
Tampa, FL 33607

33619
(Address, including zip code, of principal executive offices)

(813)849-9500

(813) 849-9500
(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 Shares, no par value

HCI

New York Stock Exchange

Indicate by check mark whether the Registrantregistrant (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 Registrantregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☒ No ☐

Indicate by check mark whether the Registrantregistrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer ☑

Non-accelerated filer ☐

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the Registrantregistrant 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 Registrantregistrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No

The aggregate number of shares of the Registrant’s Common Stock,registrant’s common stock, no par value, outstanding on October 26, 2017August 1, 2022 was 9,781,952.9,044,534.

 


 


HCI GROUP, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

 

Page

Page

PART I – FINANCIAL INFORMATION

Item 1

Financial Statements

Item 1

Financial Statements

Consolidated Balance Sheets:
September

June 30, 20172022 (unaudited) and December 31, 20162021

1-2

Consolidated Statements of Income:

Three and ninesix months ended SeptemberJune 30, 20172022 and 20162021 (unaudited)

3

Consolidated Statements of Comprehensive Income:

Three and ninesix months ended SeptemberJune 30, 20172022 and 20162021 (unaudited)

4

Consolidated Statements of Equity:

Three and six months ended June 30, 2022 and 2021 (unaudited)

5-8

Consolidated Statements of Cash Flows:
Nine

Six months ended SeptemberJune 30, 20172022 and 20162021 (unaudited)

5-6

9-11

Consolidated Statements of Stockholders’ Equity:
Nine months ended September 30, 2017 and 2016 (unaudited)

7-8

Notes to Consolidated Financial Statements (unaudited)

9-44

12-47

Item 2

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

45-60

48-61

Item 3

Quantitative and Qualitative Disclosures aboutAbout Market Risk

61-62

62-63

Item 4

Controls and Procedures

63

64

PART II – OTHER INFORMATION

Item 1

Legal Proceedings

63

Item 1A1

Risk FactorsLegal Proceedings

63

65

Item 1A

Risk Factors

65

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

64-65

65-66

Item 3

Defaults upon Senior Securities

65

Item 3

Defaults Upon Senior Securities

66

Item 4

Mine Safety Disclosures

65

66

Item 5

Other Information

65

Item 65

ExhibitsOther Information

66

67

Signatures

CertificationsItem 6

Exhibits

68-75

Signatures

76

Certifications


PART I – FINANCIAL INFORMATION

Item 1 –Financial Statements

HCI GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Dollar amounts in thousands)

 

   September 30,
2017
  December 31,
2016
 
   (Unaudited)    

Assets

   

Fixed-maturity securities, available for sale, at fair value (amortized cost: $253,162 and $167,231, respectively)

  $256,102  $166,248 

Equity securities, available for sale, at fair value (cost: $58,242 and $47,750, respectively)

   63,023   53,035 

Equity securities, trading, at fair value (cost: $929 and $0, respectively)

   1,003   —   

Limited partnership investments, at equity

   20,998   29,263 

Investment in unconsolidated joint venture, at equity

   1,664   2,102 

Real estate investments (Note 4 – Consolidated Variable Interest Entity)

   48,961   48,086 
  

 

 

  

 

 

 

Total investments

   391,751   298,734 

Cash and cash equivalents (Note 4 – Consolidated Variable Interest Entity)

   292,438   280,531 

Accrued interest and dividends receivable

   2,241   1,654 

Income taxes receivable

   24,081   2,811 

Premiums receivable

   27,179   17,276 

Prepaid reinsurance premiums

   28,352   24,554 

Reinsurance recoverable:

   

Paid losses and loss adjustment expenses

   17   —   

Unpaid losses and loss adjustment expenses

   213,729   —   

Deferred policy acquisition costs

   21,150   16,639 

Property and equipment, net

   12,356   11,374 

Intangible assets, net

   4,498   4,899 

Deferred income taxes, net

   —     250 

Other assets (Note 4 – Consolidated Variable Interest Entity)

   11,461   11,342 
  

 

 

  

 

 

 

Total assets

  $1,029,253  $670,064 
  

 

 

  

 

 

 
   (continued)  

 

 

June 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

(Unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Fixed-maturity securities, available for sale, at fair value (amortized cost: $403,844 
    and $
41,953, respectively and allowance for credit losses: $0 and $0, respectively)

 

$

398,571

 

 

$

42,583

 

Equity securities, at fair value (cost: $38,065 and $46,276, respectively)

 

 

35,719

 

 

 

51,740

 

Limited partnership investments

 

 

26,695

 

 

 

28,133

 

Investment in unconsolidated joint venture, at equity

 

 

858

 

 

 

363

 

Real estate investments

 

 

72,723

 

 

 

73,896

 

Total investments

 

 

534,566

 

 

 

196,715

 

Cash and cash equivalents

 

 

360,488

 

 

 

628,943

 

Restricted cash

 

 

2,600

 

 

 

2,400

 

Accrued interest and dividends receivable

 

 

1,421

 

 

 

353

 

Income taxes receivable

 

 

1,789

 

 

 

4,084

 

Premiums receivable, net (allowance: $3,935 and $1,750, respectively)

 

 

52,302

 

 

 

68,157

 

Prepaid reinsurance premiums

 

 

81,023

 

 

 

26,355

 

Reinsurance recoverable, net of allowance for credit losses:

 

 

 

 

 

 

Paid losses and loss adjustment expenses (allowance: $0 and $0, respectively)

 

 

11,134

 

 

 

11,985

 

Unpaid losses and loss adjustment expenses (allowance: $62 and $90, respectively)

 

 

42,348

 

 

 

64,665

 

Deferred policy acquisition costs

 

 

48,305

 

 

 

57,695

 

Property and equipment, net

 

 

17,244

 

 

 

14,232

 

Right-of-use assets - operating leases

 

 

1,861

 

 

 

2,204

 

Intangible assets, net

 

 

14,358

 

 

 

10,636

 

Funds withheld for assumed business

 

 

82,468

 

 

 

73,716

 

Other assets

 

 

28,796

 

 

 

14,717

 

Total assets

 

$

1,280,703

 

 

$

1,176,857

 

(continued)

1



HCI GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets - continued– (Continued)

(Dollar amounts in thousands)

 

 

 

June 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

(Unaudited)

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

Losses and loss adjustment expenses

 

$

238,824

 

 

$

237,165

 

Unearned premiums

 

 

370,140

 

 

 

366,744

 

Advance premiums

 

 

25,428

 

 

 

13,771

 

Reinsurance payable on paid losses and loss adjustment expenses

 

 

4,302

 

 

 

4,017

 

Ceded reinsurance premiums payable

 

 

24,641

 

 

 

19,318

 

Accrued expenses

 

 

17,093

 

 

 

15,453

 

Deferred income taxes, net

 

 

6,168

 

 

 

11,739

 

Revolving credit facility

 

 

0

 

 

 

15,000

 

Long-term debt

 

 

211,648

 

 

 

45,504

 

Lease liabilities - operating leases

 

 

1,824

 

 

 

2,203

 

Other liabilities

 

 

48,737

 

 

 

31,485

 

Total liabilities

 

 

948,805

 

 

 

762,399

 

Commitments and contingencies (Note 20)

 

 

 

 

 

 

Redeemable noncontrolling interest (Note 17)

 

 

91,963

 

 

 

89,955

 

Equity:

 

 

 

 

 

 

Common stock (0 par value, 40,000,000 shares authorized, 9,047,972 and 10,131,399 
    shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively)

 

 

0

 

 

 

0

 

Additional paid-in capital

 

 

12,887

 

 

 

76,077

 

Retained income

 

 

229,621

 

 

 

246,790

 

Accumulated other comprehensive (loss) income, net of taxes

 

 

(3,760

)

 

 

498

 

Total stockholders’ equity

 

 

238,748

 

 

 

323,365

 

Noncontrolling interests

 

 

1,187

 

 

 

1,138

 

Total equity

 

 

239,935

 

 

 

324,503

 

Total liabilities, redeemable noncontrolling interest and equity

 

$

1,280,703

 

 

$

1,176,857

 

 

   September 30,
2017
   December 31,
2016
 
   (Unaudited)     

Liabilities and Stockholders’ Equity

    

Losses and loss adjustment expenses

  $344,672   $70,492 

Unearned premiums

   206,174    175,803 

Advance premiums

   10,248    4,651 

Assumed reinsurance balances payable

   243    3,294 

Accrued expenses (Note 4 – Consolidated Variable Interest Entity)

   11,803    6,513 

Reinsurance recovered in advance on unpaid losses

   9,882    —   

Deferred income taxes, net

   3,092    —   

Long-term debt

   236,311    138,863 

Other liabilities (Note 4 – Consolidated Variable Interest Entity)

   13,772    26,702 
  

 

 

   

 

 

 

Total liabilities

   836,197    426,318 
  

 

 

   

 

 

 

Commitments and contingencies (Note 16)

    

Stockholders’ equity:

    

7% Series A cumulative convertible preferred stock (no par value, 1,500,000 shares authorized, no shares issued and outstanding)

   —      —   

Series B junior participating preferred stock (no par value, 400,000 shares authorized, no shares issued or outstanding)

   —      —   

Preferred stock (no par value, 18,100,000 shares authorized, no shares issued or outstanding)

   —      —   

Common stock (no par value, 40,000,000 shares authorized, 9,035,609 and 9,662,761 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively)

   —      —   

Additionalpaid-in capital

   —      8,139 

Retained income

   188,313    232,964 

Accumulated other comprehensive income, net of taxes

   4,743    2,643 
  

 

 

   

 

 

 

Total stockholders’ equity

   193,056    243,746 
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

  $1,029,253   $670,064 
  

 

 

   

 

 

 

See accompanying Notes to Consolidated Financial Statements.Statements (unaudited).

2


 

2


HCI GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Income

(Unaudited)

(Dollar amounts in thousands, except per share amounts)

 

 

Three Months Ended

 

 

Six Months Ended

 

  Three Months Ended
September 30,
 Nine Months Ended
September 30,
 

 

June 30,

 

 

June 30,

 

  2017 2016 2017 2016 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Revenue

     

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums earned

  $88,669  $92,542  $270,376  $286,273 

 

$

181,124

 

 

$

139,440

 

 

$

360,049

 

 

$

270,382

 

Premiums ceded

   (44,705 (29,242 (101,529 (105,998

 

 

(56,205

)

 

 

(46,436

)

 

 

(109,367

)

 

 

(89,535

)

  

 

  

 

  

 

  

 

 

Net premiums earned

   43,964  63,300  168,847  180,275 

 

 

124,919

 

 

 

93,004

 

 

 

250,682

 

 

 

180,847

 

Net investment income

   2,878  2,785  8,522  6,000 

 

 

3,684

 

 

 

2,635

 

 

 

6,552

 

 

 

7,229

 

Net realized and unrealized investment (losses) gains

   (152 583  2,350  899 

Net other-than-temporary impairment losses recognized in income:

     

Total other-than-temporary impairment losses

   (474 (575 (864 (1,211

Portion of loss recognized in other comprehensive income, before taxes

   —    351   —    (230
  

 

  

 

  

 

  

 

 

Net other-than-temporary impairment losses

   (474 (224 (864 (1,441

Net realized investment (losses) gains

 

 

(6

)

 

 

2,607

 

 

 

(320

)

 

 

3,720

 

Net unrealized investment (losses) gains

 

 

(4,234

)

 

 

1,489

 

 

 

(7,810

)

 

 

1,220

 

Policy fee income

   905  972  2,721  2,967 

 

 

1,052

 

 

 

992

 

 

 

2,109

 

 

 

1,962

 

Gain on repurchases of convertible senior notes

   —     —     —    153 

Gain on bargain purchase

   —    2,071   —    2,071 

Other

   369  321  1,207  1,151 

 

 

511

 

 

 

777

 

 

 

1,753

 

 

 

1,400

 

  

 

  

 

  

 

  

 

 

Total revenue

   47,490  69,808  182,783  192,075 

 

 

125,926

 

 

 

101,504

 

 

 

252,966

 

 

 

196,378

 

  

 

  

 

  

 

  

 

 

Expenses

     

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

   89,231  25,909  142,425  79,261 

 

 

86,830

 

 

 

55,917

 

 

 

159,534

 

 

 

101,668

 

Policy acquisition and other underwriting expenses

   9,926  10,536  29,645  32,525 

 

 

26,863

 

 

 

23,169

 

 

 

56,271

 

 

 

46,234

 

Salaries and wages

   4,605  5,945  15,051  17,009 

General and administrative personnel expenses

 

 

15,301

 

 

 

10,546

 

 

 

29,335

 

 

 

20,196

 

Interest expense

   4,408  2,672  12,328  8,112 

 

 

1,515

 

 

 

2,000

 

 

 

2,116

 

 

 

4,079

 

Loss on repurchases of senior notes

   —     —    743   —   

Other operating expenses

   5,338  4,717  15,162  14,213 

 

 

6,977

 

 

 

4,775

 

 

 

13,269

 

 

 

9,002

 

  

 

  

 

  

 

  

 

 

Total operating expenses

   113,508  49,779  215,354  151,120 
  

 

  

 

  

 

  

 

 

Total expenses

 

 

137,486

 

 

 

96,407

 

 

 

260,525

 

 

 

181,179

 

(Loss) income before income taxes

   (66,018 20,029  (32,571 40,955 

 

 

(11,560

)

 

 

5,097

 

 

 

(7,559

)

 

 

15,199

 

Income tax (benefit) expense

   (25,472 8,696  (13,587 16,542 

 

 

(3,018

)

 

 

1,267

 

 

 

(1,808

)

 

 

4,524

 

  

 

  

 

  

 

  

 

 

Net (loss) income

  $(40,546 $11,333  $(18,984 $24,413 

 

 

(8,542

)

 

 

3,830

 

 

 

(5,751

)

 

 

10,675

 

  

 

  

 

  

 

  

 

 

Net income attributable to redeemable noncontrolling
interest (Note 17)

 

 

(2,268

)

 

 

(2,179

)

 

 

(4,516

)

 

 

(2,973

)

Net loss attributable to noncontrolling interests

 

 

829

 

 

 

266

 

 

 

1,189

 

 

 

363

 

Net (loss) income after noncontrolling interests

 

$

(9,981

)

 

$

1,917

 

 

$

(9,078

)

 

$

8,065

 

Basic (loss) earnings per share

  $(4.44 $1.17  $(2.05 $2.48 

 

$

(1.04

)

 

$

0.25

 

 

$

(0.92

)

 

$

1.02

 

  

 

  

 

  

 

  

 

 

Diluted (loss) earnings per share

  $(4.44 $1.10  $(2.05 $2.41 

 

$

(1.04

)

 

$

0.24

 

 

$

(0.92

)

 

$

0.98

 

  

 

  

 

  

 

  

 

 

Dividends per share

  $0.35  $0.30  $1.05  $0.90 
  

 

  

 

  

 

  

 

 

See accompanying Notes to Consolidated Financial Statements.

Statements (unaudited).

3


 

3


HCI GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited)

(Amounts in thousands)

 

   Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
   2017  2016  2017  2016 

Net (loss) income

  $(40,546 $11,333  $(18,984 $24,413 
  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income:

     

Change in unrealized gain on investments:

     

Net unrealized gain arising during the period

   2,155   2,234   4,822   10,290 

Other-than-temporary impairment loss charged to income

   474   224   864   1,441 

Call and repayment losses charged to investment income

   —     3   9   14 

Reclassification adjustment for net realized losses (gains)

   226   (583  (2,276  (899
  

 

 

  

 

 

  

 

 

  

 

 

 

Net change in unrealized gain

   2,855   1,878   3,419   10,846 

Deferred income taxes on above change

   (1,101  (724  (1,319  (4,184
  

 

 

  

 

 

  

 

 

  

 

 

 

Total other comprehensive income, net of income taxes

   1,754   1,154   2,100   6,662 
  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive (loss) income

  $(38,792 $12,487  $(16,884 $31,075 
  

 

 

  

 

 

  

 

 

  

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net (loss) income

 

$

(8,542

)

 

$

3,830

 

 

$

(5,751

)

 

$

10,675

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized loss on investments:

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized (losses) gains arising during the period

 

 

(2,174

)

 

 

99

 

 

 

(6,325

)

 

 

(83

)

Call and repayment gains charged to investment income

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(2

)

Reclassification adjustment for net realized (gains) losses

 

 

(8

)

 

 

(576

)

 

 

421

 

 

 

(577

)

Net change in unrealized losses

 

 

(2,182

)

 

 

(477

)

 

 

(5,904

)

 

 

(662

)

Deferred income taxes on above change

 

 

553

 

 

 

117

 

 

 

1,491

 

 

 

162

 

Total other comprehensive loss, net of income taxes

 

 

(1,629

)

 

 

(360

)

 

 

(4,413

)

 

 

(500

)

Comprehensive (loss) income

 

 

(10,171

)

 

 

3,470

 

 

 

(10,164

)

 

 

10,175

 

Comprehensive loss attributable to noncontrolling interests

 

 

883

 

 

 

275

 

 

 

1,344

 

 

 

373

 

Comprehensive (loss) income after noncontrolling interests

 

$

(9,288

)

 

$

3,745

 

 

$

(8,820

)

 

$

10,548

 

See accompanying Notes to Consolidated Financial Statements.

Statements (unaudited).

4


 

4


HCI GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash FlowsEquity

(Unaudited)For the Three Months Ended June 30, 2022

(Unaudited)

(AmountsDollar amounts in thousands)thousands, except per share amount)

 

   Nine Months Ended
September 30,
 
   2017  2016 

Cash flows from operating activities:

   

Net (loss) income

  $(18,984 $24,413 

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

   

Stock-based compensation

   3,362   3,072 

Net amortization of premiums on investments in fixed-maturity securities

   884   475 

Depreciation and amortization

   6,945   3,968 

Deferred income tax benefits

   (3,822  (4,967

Net realized and unrealized investment gains

   (2,350  (899

Other-than-temporary impairment losses

   864   1,441 

Income from unconsolidated joint venture

   (126  (153

Distribution received from unconsolidated joint venture

   147   —   

Gain on repurchases of convertible senior notes

   —     (153

Gain on bargain purchase

   —     (2,071

Loss on repurchases of senior notes

   743   —   

Net income from limited partnership interests

   (1,724  (54

Distributions received from limited partnership interests

   854   428 

Foreign currency remeasurement (gain) loss

   (31  9 

Other

   172   5 

Changes in operating assets and liabilities:

   

Accrued interest and dividends receivable

   (587  (305

Income taxes

   (21,270  2,510 

Premiums receivable

   (9,903  (6,495

Prepaid reinsurance premiums

   (3,798  11,048 

Reinsurance recoverable

   (213,746  —   

Deferred policy acquisition costs

   (4,511  (2,619

Other assets

   2,441   32,073 

Losses and loss adjustment expenses

   274,180   5,505 

Unearned premiums

   30,371   22,032 

Advance premiums

   5,597   4,894 

Assumed reinsurance balances payable

   (3,051  (1,084

Reinsurance recovered in advance on unpaid losses

   9,882   —   

Accrued expenses and other liabilities

   (1,146  (1,180
  

 

 

  

 

 

 

Net cash provided by operating activities

   51,393   91,893 
  

 

 

  

 

 

 

Cash flows from investing activities:

   

Investments in limited partnership interests

   (2,623  (4,670

Acquisition of real estate business, net of cash acquired

   —     (12,056

Distributions received from limited partnership interests

   11,758   —   

Proceeds from investment in real estate under acquisition, development and construction arrangement

   —     10,200 

Distribution from unconsolidated joint venture

   417   —   

Purchase of property and equipment

   (1,872  (543

Purchase of real estate investments

   (2,095  (1,522

Purchase of fixed-maturity securities - available for sale

   (105,258  (79,232

Purchase of equity securities - available for sale

   (34,512  (13,259

Purchase of equity securities - trading

   (1,507  —   

Proceeds from sales of fixed-maturity securities - available for sale

   9,638   37,415 

Proceeds from calls, repayments and maturities of fixed-maturity securities - available for sale

   8,786   2,637 

Proceeds from sales of equity securities - available for sale

   25,729   14,155 

Proceeds from sales of equity securities - trading

   580   —   
  

 

 

  

 

 

 

Net cash used in investing activities

   (90,959  (46,875
  

 

 

  

 

 

 
   (continued)    

 

 

Common Stock

 

 

Additional
Paid-In

 

 

Retained

 

 

Accumulated
Other
Comprehensive
Loss,

 

 

Total
Stockholders’

 

 

Noncontrolling

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Income

 

 

Net of Tax

 

 

Equity

 

 

Interests

 

 

Equity

 

Balance at March 31, 2022

 

 

10,125,927

 

 

$

 

 

$

79,131

 

 

$

243,647

 

 

$

(2,185

)

 

$

320,593

 

 

$

1,435

 

 

$

322,028

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(7,885

)

 

 

 

 

 

(7,885

)

 

 

(657

)

 

 

(8,542

)

Net income attributable to redeemable
    noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

(2,096

)

 

 

 

 

 

(2,096

)

 

 

(172

)

 

 

(2,268

)

Total other comprehensive loss, net of
    income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,575

)

 

 

(1,575

)

 

 

(54

)

 

 

(1,629

)

Issuance of restricted stock

 

 

3,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeiture of restricted stock

 

 

(700

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase and retirement of common
    stock

 

 

(1,050,790

)

 

 

 

 

 

(67,705

)

 

 

 

 

 

 

 

 

(67,705

)

 

 

 

 

 

(67,705

)

Repurchase and retirement of common
    stock under share repurchase plan

 

 

(29,465

)

 

 

 

 

 

(1,884

)

 

 

 

 

 

 

 

 

(1,884

)

 

 

 

 

 

(1,884

)

Dilution from subsidiary stock-based
    compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

635

 

 

 

635

 

Common stock dividends ($0.40 per share)

 

 

 

 

 

 

 

 

 

 

 

(4,045

)

 

 

 

 

 

(4,045

)

 

 

 

 

 

(4,045

)

Stock-based compensation

 

 

 

 

 

 

 

 

3,345

 

 

 

 

 

 

 

 

 

3,345

 

 

 

 

 

 

3,345

 

Balance at June 30, 2022

 

 

9,047,972

 

 

$

 

 

$

12,887

 

 

$

229,621

 

 

$

(3,760

)

 

$

238,748

 

 

$

1,187

 

 

$

239,935

 

5


HCI GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows - continued

(Unaudited)

(Amounts in thousands)

   Nine Months Ended
September 30,
 
   2017  2016 

Cash flows from financing activities:

   

Cash dividends paid

   (10,512  (9,368

Cash dividends received under share repurchase forward contract

   788   561 

Proceeds from exercise of common stock options

   75   —   

Proceeds from issuance of long-term debt

   143,859   18,200 

Repurchases of convertible senior notes

   —     (11,347

Repurchases of senior notes

   (40,250  —   

Repayment of debt

   (718  (264

Repurchases of common stock

   (30,636  (464

Repurchases of common stock under share repurchase plan

   (6,189  (18,023

Debt issuance costs

   (4,975  (339

Tax benefits on stock-based compensation

   —     176 
  

 

 

  

 

 

 

Net cash provided by (used in) financing activities

   51,442   (20,868
  

 

 

  

 

 

 

Effect of exchange rate changes on cash

   31   (8
  

 

 

  

 

 

 

Net increase in cash and cash equivalents

   11,907   24,142 

Cash and cash equivalents at beginning of period

   280,531   267,738 
  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $292,438  $291,880 
  

 

 

  

 

 

 

Supplemental disclosure of cash flow information:

   

Cash paid for income taxes

  $11,506  $18,824 
  

 

 

  

 

 

 

Cash paid for interest

  $8,647  $6,417 
  

 

 

  

 

 

 

Non-cash investing and financing activities:

   

Unrealized gain on investments inavailable-for-sale securities, net of tax

  $2,100  $6,662 
  

 

 

  

 

 

 

Details of business acquisition:

   

Fair value of assets acquired

  $—    $14,677 

Less: purchase price

   —     (12,250

gain on bargain purchase

   —     (2,071
  

 

 

  

 

 

 

Liabilities assumed

  $—    $356 
  

 

 

  

 

 

 

Conversion of revolving credit facility to long-term debt

  $9,441  $—   
  

 

 

  

 

 

 

Receivable from sales ofavailable-for-sale securities

  $3,034  $270 
  

 

 

  

 

 

 

Payable on purchases ofavailable-for-sale securities

  $3,014  $388 
  

 

 

  

 

 

 

See accompanying Notes to Consolidated Financial Statements.Statements (unaudited).

5


 

6


HCI GROUP, INC. AND SUBSIDIARIES

Consolidated StatementStatements of Stockholders’ Equity – (Continued)

NineFor the Three Months Ended SeptemberJune 30, 20172021

(Unaudited)

(Dollar amounts in thousands)thousands, except per share amount)

 

   Common Stock   Additional
Paid-In
  Retained  Accumulated
Other
Comprehensive
Income,
   Total
Stockholders’
 
   Shares  Amount   Capital  Income  Net of Tax   Equity 

Balance at December 31, 2016

   9,662,761  $—     $8,139  $232,964  $2,643   $243,746 

Net loss

   —     —      —     (18,984  —      (18,984

Total other comprehensive income, net of income taxes

   —     —      —     —     2,100    2,100 

Exercise of common stock options

   30,000   —      75   —     —      75 

Issuance of restricted stock

   154,936   —      —     —     —      —   

Forfeiture of restricted stock

   (23,218  —      —     —     —      —   

Repurchase and retirement of common stock

   (434,505  —      (21,236  —     —      (21,236

Repurchase and retirement of common stock under share repurchase plan

   (163,265  —      (6,189  —     —      (6,189

Repurchase of common stock under prepaid forward contract

   (191,100  —      (9,400  —     —      (9,400

Equity component on 4.25% convertible senior notes (net of offering costs of $543)

   —     —      15,151   —     —      15,151 

Deferred taxes on debt discount

   —     —      (5,845  —     —      (5,845

Common stock dividends

   —     —      —     (9,724  —      (9,724

Stock-based compensation

   —     —      3,362   —     —      3,362 

Additionalpaid-in capital shortfall allocated to retained income

   —     —      15,943   (15,943  —      —   
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

Balance at September 30, 2017

   9,035,609  $—     $—    $188,313  $4,743   $193,056 
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

 

 

Common Stock

 

 

Additional
Paid-In

 

 

Retained

 

 

Accumulated
Other
Comprehensive
Income,

 

 

Total
Stockholders’

 

 

Noncontrolling

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Income

 

 

Net of Tax

 

 

Equity

 

 

Interests

 

 

Equity

 

Balance at March 31, 2021

 

 

8,289,682

 

 

$

 

 

$

 

 

$

216,086

 

 

$

1,405

 

 

$

217,491

 

 

$

117

 

 

$

217,608

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

4,096

 

 

 

 

 

 

4,096

 

 

 

(266

)

 

 

3,830

 

Net income attributable to redeemable
    noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

(2,179

)

 

 

 

 

 

(2,179

)

 

 

 

 

 

(2,179

)

Total other comprehensive loss, net of
    income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(351

)

 

 

(351

)

 

 

(9

)

 

 

(360

)

Issuance of restricted stock

 

 

3,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeiture of restricted stock

 

 

(9,060

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cancellation of restricted stock

 

 

(1,160

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase and retirement of common
    stock

 

 

(16,822

)

 

 

 

 

 

(1,288

)

 

 

 

 

 

 

 

 

(1,288

)

 

 

 

 

 

(1,288

)

Dilution from subsidiary stock-based
    compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,541

 

 

 

1,541

 

Common stock dividends ($0.40 per share)

 

 

 

 

 

 

 

 

 

 

 

(3,659

)

 

 

 

 

 

(3,659

)

 

 

 

 

 

(3,659

)

Stock-based compensation

 

 

 

 

 

 

 

 

2,556

 

 

 

 

 

 

 

 

 

2,556

 

 

 

 

 

 

2,556

 

Additional paid-in capital shortfall
    adjustment allocated to retained income

 

 

 

 

 

 

 

 

(1,268

)

 

 

1,268

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2021

 

 

8,265,640

 

 

$

 

 

$

 

 

$

215,612

 

 

$

1,054

 

 

$

216,666

 

 

$

1,383

 

 

$

218,049

 

See accompanying Notes to Consolidated Financial Statements.

Statements (unaudited).

6


 

7


HCI GROUP, INC. AND SUBSIDIARIES

Consolidated StatementStatements of Stockholders’ Equity - continued– (Continued)

NineFor the Six Months Ended SeptemberJune 30, 20162022

(Unaudited)

(Dollar amounts in thousands)

thousands, except per share amount)

 

   Common Stock   Additional
Paid-In
  Retained  Accumulated
Other
Comprehensive
(Loss) Income,
  Total
Stockholders’
 
   Shares  Amount   Capital  Income  Net of Tax  Equity 

Balance at December 31, 2015

   10,292,256  $—     $23,879  $215,634  $(1,791 $237,722 

Net income

   —     —      —     24,413   —     24,413 

Total other comprehensive income, net of income taxes

   —     —      —     —     6,662   6,662 

Issuance of restricted stock

   102,440   —      —     —     —     —   

Forfeiture of restricted stock

   (11,787  —      —     —     —     —   

Cancellation of restricted stock

   (160,000  —      —     —     —     —   

Repurchase and retirement of common stock

   (14,934  —      (464  —     —     (464

Repurchase and retirement of common stock under share repurchase plan

   (574,851  —      (18,023  —     —     (18,023

Common stock dividends

   —     —      —     (8,807  —     (8,807

Tax benefits on stock-based compensation

   —     —      176   —     —     176 

Tax shortfalls on stock-based compensation

   —     —      (239  —     —     (239

Stock-based compensation

   —     —      3,072   —     —     3,072 
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance at September 30, 2016

   9,633,124  $—     $8,401  $231,240  $4,871  $244,512 
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

 

 

Common Stock

 

 

Additional
Paid-In

 

 

Retained

 

 

Accumulated
Other
Comprehensive
Income (Loss),

 

 

Total
Stockholders’

 

 

Noncontrolling

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Income

 

 

Net of Tax

 

 

Equity

 

 

Interests

 

 

Equity

 

Balance at December 31, 2021

 

 

10,131,399

 

 

$

 

 

$

76,077

 

 

$

246,790

 

 

$

498

 

 

$

323,365

 

 

$

1,138

 

 

$

324,503

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(4,907

)

 

 

 

 

 

(4,907

)

 

 

(844

)

 

 

(5,751

)

Net income attributable to redeemable
    noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

(4,171

)

 

 

 

 

 

(4,171

)

 

 

(345

)

 

 

(4,516

)

Total other comprehensive loss, net of
    income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,258

)

 

 

(4,258

)

 

 

(155

)

 

 

(4,413

)

Issuance of restricted stock

 

 

7,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeiture of restricted stock

 

 

(3,965

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase and retirement of common
    stock

 

 

(1,056,997

)

 

 

 

 

 

(68,103

)

 

 

 

 

 

 

 

 

(68,103

)

 

 

 

 

 

(68,103

)

Repurchase and retirement of common
    stock under share repurchase plan

 

 

(29,465

)

 

 

 

 

 

(1,884

)

 

 

 

 

 

 

 

 

(1,884

)

 

 

 

 

 

(1,884

)

Dilution from subsidiary stock-based
    compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,393

 

 

 

1,393

 

Common stock dividends ($0.80 per share)

 

 

 

 

 

 

 

 

 

 

 

(8,091

)

 

 

 

 

 

(8,091

)

 

 

 

 

 

(8,091

)

Stock-based compensation

 

 

 

 

 

 

 

 

6,797

 

 

 

 

 

 

 

 

 

6,797

 

 

 

 

 

 

6,797

 

Balance at June 30, 2022

 

 

9,047,972

 

 

$

 

 

$

12,887

 

 

$

229,621

 

 

$

(3,760

)

 

$

238,748

 

 

$

1,187

 

 

$

239,935

 

See accompanying Notes to Consolidated Financial Statements.Statements (unaudited).

7


 

8


HCI GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Equity – (Continued)

For the Six Months Ended June 30, 2021

(Unaudited)

(Dollar amounts in thousands, except per share amount)

 

 

Common Stock

 

 

Additional
Paid-In

 

 

Retained

 

 

Accumulated
Other
Comprehensive
Income,

 

 

Total
Stockholders’

 

 

Noncontrolling

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Income

 

 

Net of Tax

 

 

Equity

 

 

Interests

 

 

Equity

 

Balance at December 31, 2020

 

 

7,785,617

 

 

$

 

 

$

 

 

$

199,592

 

 

$

1,544

 

 

$

201,136

 

 

$

 

 

$

201,136

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

11,038

 

 

 

 

 

 

11,038

 

 

 

(363

)

 

 

10,675

 

Net income attributable to redeemable
    noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

(2,973

)

 

 

 

 

 

(2,973

)

 

 

 

 

 

(2,973

)

Cumulative effect of change in
    accounting principle

 

 

 

 

 

 

 

 

 

 

 

(3,018

)

 

 

 

 

 

(3,018

)

 

 

 

 

 

(3,018

)

Total other comprehensive loss, net of
    income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(490

)

 

 

(490

)

 

 

(10

)

 

 

(500

)

Issuance of restricted stock

 

 

551,086

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeiture of restricted stock

 

 

(11,110

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cancellation of restricted stock

 

 

(142,760

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase and retirement of common
    stock

 

 

(17,193

)

 

 

 

 

 

(1,308

)

 

 

 

 

 

 

 

 

(1,308

)

 

 

 

 

 

(1,308

)

Issuance of common stock

 

 

100,000

 

 

 

 

 

 

5,410

 

 

 

 

 

 

 

 

 

5,410

 

 

 

 

 

 

5,410

 

Dilution from subsidiary stock-based
    compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,756

 

 

 

1,756

 

Issuance of warrants, net of issuance
    costs (Note 17)

 

 

 

 

 

 

 

 

8,640

 

 

 

 

 

 

 

 

 

8,640

 

 

 

 

 

 

8,640

 

Common stock dividends ($0.80 per share)

 

 

 

 

 

 

 

 

 

 

 

(6,452

)

 

 

 

 

 

(6,452

)

 

 

 

 

 

(6,452

)

Stock-based compensation

 

 

 

 

 

 

 

 

4,683

 

 

 

 

 

 

 

 

 

4,683

 

 

 

 

 

 

4,683

 

Additional paid-in capital shortfall
    adjustment allocated to retained income

 

 

 

 

 

 

 

 

(17,425

)

 

 

17,425

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2021

 

 

8,265,640

 

 

$

 

 

$

 

 

$

215,612

 

 

$

1,054

 

 

$

216,666

 

 

$

1,383

 

 

$

218,049

 

See accompanying Notes to Consolidated Financial Statements (unaudited).

8


HCI GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2022

 

 

2021

 

Cash flows from operating activities:

 

 

 

 

 

 

Net (loss) income after noncontrolling interests

 

$

(9,078

)

 

$

8,065

 

Net income attributable to noncontrolling interests

 

 

3,327

 

 

 

2,610

 

Net (loss) income

 

 

(5,751

)

 

 

10,675

 

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

 

 

 

 

 

 

Stock-based compensation expense

 

 

8,579

 

 

 

6,497

 

Net (accretion of discount) amortization of premiums on investments in
   fixed-maturity securities

 

 

(189

)

 

 

144

 

Depreciation and amortization

 

 

3,495

 

 

 

2,928

 

Deferred income tax benefit

 

 

(4,080

)

 

 

(3,732

)

Net realized investment losses (gains)

 

 

320

 

 

 

(3,720

)

Net unrealized investment losses (gains)

 

 

7,810

 

 

 

(1,220

)

Credit loss expense - reinsurance recoverable

 

 

(28

)

 

 

(28

)

Net (income) loss from unconsolidated joint venture

 

 

(495

)

 

 

50

 

Net income from limited partnership interests

 

 

(1,799

)

 

 

(2,359

)

Distributions received from limited partnership interests

 

 

2,046

 

 

 

1,792

 

Foreign currency remeasurement loss

 

 

50

 

 

 

75

 

Other non-cash items

 

 

(405

)

 

 

21

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accrued interest and dividends receivable

 

 

(1,068

)

 

 

258

 

Income taxes

 

 

2,295

 

 

 

7,106

 

Premiums receivable, net

 

 

15,855

 

 

 

(739

)

Prepaid reinsurance premiums

 

 

(54,668

)

 

 

35,614

 

Reinsurance recoverable

 

 

23,196

 

 

 

23,181

 

Deferred policy acquisition costs

 

 

9,390

 

 

 

(569

)

Funds withheld for assumed business

 

 

(8,752

)

 

 

(43,395

)

Other assets

 

 

(12,707

)

 

 

9,773

 

Losses and loss adjustment expenses

 

 

1,659

 

 

 

(8,384

)

Unearned premiums

 

 

3,396

 

 

 

40,443

 

Advance premiums

 

 

11,657

 

 

 

9,855

 

Reinsurance payable on paid losses and loss adjustment expenses

 

 

285

 

 

 

7,398

 

Ceded reinsurance premiums payable

 

 

5,323

 

 

 

9,206

 

Accrued expenses and other liabilities

 

 

16,215

 

 

 

(5,223

)

Net cash provided by operating activities

 

 

21,629

 

 

 

95,647

 

(continued)

9


HCI GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows – (Continued)

(Unaudited)

(Amounts in thousands)

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2022

 

 

2021

 

Cash flows from investing activities:

 

 

 

 

 

 

Investments in limited partnership interests

 

 

(1,144

)

 

 

(700

)

Distributions received from limited partnership interests

 

 

2,335

 

 

 

2,653

 

Purchase of property and equipment

 

 

(4,229

)

 

 

(1,275

)

Purchase of real estate investments

 

 

(111

)

 

 

(331

)

Purchase of intangible assets

 

 

(3,800

)

 

 

0

 

Purchase of fixed-maturity securities

 

 

(377,638

)

 

 

(6,338

)

Purchase of equity securities

 

 

(16,383

)

 

 

(45,040

)

Purchase of short-term and other investments

 

 

0

 

 

 

(1,058

)

Proceeds from sales of real estate investments

 

 

667

 

 

 

0

 

Proceeds from sales of fixed-maturity securities

 

 

11,494

 

 

 

14,680

 

Proceeds from calls, repayments and maturities of fixed-maturity securities

 

 

4,020

 

 

 

16,677

 

Proceeds from sales of equity securities

 

 

24,427

 

 

 

56,511

 

Proceeds from sales, redemptions and maturities of short-term and other investments

 

 

267

 

 

 

2,026

 

Net cash (used in) provided by investing activities

 

 

(360,095

)

 

 

37,805

 

Cash flows from financing activities:

 

 

 

 

 

 

Cash dividends paid

 

 

(8,168

)

 

 

(6,605

)

Cash dividends received under share repurchase forward contract

 

 

77

 

 

 

153

 

Net repayment under revolving credit facility

 

 

(15,000

)

 

 

(23,750

)

Proceeds from issuance of redeemable noncontrolling interest and warrants

 

 

0

 

 

 

100,000

 

Issuance costs - redeemable noncontrolling interest

 

 

0

 

 

 

(6,262

)

Cash dividends paid to redeemable noncontrolling interest

 

 

(2,508

)

 

 

0

 

Proceeds from issuance of long-term debt

 

 

172,500

 

 

 

0

 

Repayment of long-term debt

 

 

(501

)

 

 

(480

)

Repurchases of common stock

 

 

(68,103

)

 

 

(1,308

)

Repurchases of common stock under share repurchase plan

 

 

(1,884

)

 

 

0

 

Purchase of noncontrolling interests

 

 

(389

)

 

 

(58

)

Debt issuance costs

 

 

(5,757

)

 

 

(152

)

Net cash provided by financing activities

 

 

70,267

 

 

 

61,538

 

Effect of exchange rate changes on cash

 

 

(56

)

 

 

(45

)

Net (decrease) increase in cash, cash equivalents, and restricted cash

 

 

(268,255

)

 

 

194,945

 

Cash, cash equivalents, and restricted cash at beginning of period

 

 

631,343

 

 

 

433,741

 

Cash, cash equivalents, and restricted cash at end of period

 

$

363,088

 

 

$

628,686

 

(continued)

10


HCI GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows – (Continued)

(Unaudited)

(Amounts in thousands)

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2022

 

 

2021

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid for income taxes

 

$

55

 

 

$

1,150

 

Cash paid for interest

 

$

943

 

 

$

3,492

 

Non-cash investing and financing activities:

 

 

 

 

 

 

Unrealized loss on investments in available-for-sale securities, net of tax

 

$

(4,413

)

 

$

(500

)

Receivable from sales of equity securities

 

$

1,051

 

 

$

3,455

 

Payable on purchases of equity securities

 

$

1,050

 

 

$

32

 

Warrants issued in Centerbridge transaction

 

$

0

 

 

$

9,217

 

Acquisition of intangibles:

 

 

 

 

 

 

Common stock issued

 

$

0

 

 

$

5,410

 

Contingent consideration payable

 

$

1,069

 

 

$

2,419

 

See accompanying Notes to Consolidated Financial Statements (unaudited).

11


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

Note1-- 1 -- Nature of Operations

HCI Group, Inc., together with its majority-owned and controlled subsidiaries (collectively,(“HCI” or the “Company”), is primarily engaged in the property and casualty insurance business through two Florida domiciled insurance companies, Homeowners Choice Property & Casualty Insurance Company, Inc. (“HCPCI”), its principal operating subsidiary. and TypTap Insurance Company (“TypTap”). Both HCPCI isand TypTap are authorized to underwrite various homeowners’ property and casualty insurance products and allied lines business in the state of Florida. HCPCI also offers flood-endorsedFlorida and wind-only policies to new andpre-existing Florida customers. HCPCI’sin other states. The operations of both insurance subsidiaries are supported by HCI Group, Inc. and certain HCI subsidiaries. During 2017, HCPCI received regulatory approvalThe Company emphasizes the use of internally developed technologies to write residential propertycollect and casualtyanalyze claims and other supplemental data to generate savings and efficiency for the operations of the insurance subsidiaries. In addition, Greenleaf Capital, LLC, the Company’s real estate subsidiary, is primarily engaged in the business of owning and leasing real estate and operating marina facilities.

Assumed Business

Northeast Region

In 2021, the Company began providing quota share reinsurance on all in-force, new and renewal policies issued by United Property & Casualty Insurance Company, an insurance subsidiary of United Insurance Holdings Corporation (“United”), in the states of Arkansas, Maryland,Connecticut, New Jersey, Massachusetts, and Rhode Island (collectively “Northeast Region”). Through its insurance subsidiaries, the Company began renewing and/or replacing United policies in two states in December 2021, a third state in January 2022, and the fourth state in April 2022.

Southeast Region

In February 2022, HCPCI entered into another reinsurance agreement with United where HCPCI provides 85% quota share reinsurance on all of United’s personal lines insurance business in the states of Georgia, North Carolina, New Jersey, Pennsylvania,and South Carolina (collectively “Southeast Region”) from December 31, 2021 through May 31, 2022. Under this agreement, HCPCI paid United a catastrophe allowance of 9% of premium and Texas.a provisional ceding commission of 25% of premium. That percentage could increase up to 32% depending on the direct loss ratio results from the reinsured business.

The Company also entered into a renewal rights agreement with United in connection with the Southeast Region assumed business. Under the renewal rights agreement, the Company has the right to renew and/or replace United’s insurance policies at the end of their respective policy periods. The ability to replace policies is subject to regulatory approvals in the three states. The policy replacement date was set for June 1, 2022 or such other date as mutually agreed by both parties. In connection with the transaction, United agreed to not compete with the Company for the issuance of personal lines homeowners business in these three states until July 1, 2025. As part of the transaction, United will receive a renewal rights ceding commission of 6%, with a portion of the ceding commission paid up-front, and the aggregate ceding commission amount will not exceed $6,000. See Note 7 -- “Intangible Assets, Net” for additional information.

The Company began renewing United’s policies in South Carolina on June 1, 2022. The policy replacement date for Georgia and North Carolina policies has yet to be determined and the Company, through TypTap, entered into a new quota share reinsurance agreement in June 2022 to provide 100% reinsurance on all of United’s in-force, new and renewal policies in the Southeast Region from June 1, 2022 through May 31, 2023. In exchange, TypTap pays United a ceding commission of 16% of premium.

12


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

Note 2 -- Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements for HCI Group, Inc. and its majority-owned and controlled subsidiaries (collectively, the Company“Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and the Securities and Exchange Commission (“SEC”) rules for interim financial reporting. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company’s financial position as of SeptemberJune 30, 20172022 and the results of operations and cash flows for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for any subsequent interim period or for the fiscal year ending December 31, 2017.2022. The accompanying unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 20162021 included in the Company’s Form10-K, which was filed with the SEC on February 22, 2017.March 10, 2022.

In preparing the interim unaudited consolidated financial statements, management was required to make certain judgments, assumptions, and estimates that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the financial reporting date and throughout the periods being reported upon. Certain of the estimates result from judgments that can be subjective and complex and consequently actual results may differ from these estimates.

Material estimates that are particularly susceptible to significant change in the near term are related to the Company’s losses and loss adjustment expenses, which include amounts estimated for claims incurred but not yet reported. The Company uses various assumptions and actuarial data it believes to be reasonable under the circumstances to make these estimates. In addition, accounting policies forspecific to reinsurance contracts with retrospective provisions, reinsurance recoverable, deferred income taxes, limited partnership investments, intangible assets acquired from United, and stock-based compensation expense involve significant judgments and estimates material to the Company’s consolidated financial statements.

All significant intercompany balances and transactions have been eliminated.

9


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

Adoption of New Accounting Standards

Effective January 1, 2017, the Company adopted Accounting Standards UpdateNo. 2016-09, Compensation—Stock Compensation (Topic 718), which amends the accounting for share-based payment transactions including the related income taxes, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, and forfeitures, which is applied using a modified retrospective transition method, have no impact on the Company’s comparative consolidated financial statements. In addition, the retrospective application of the amendments related to the presentation of employee taxes paid does not have an impact on the Company’s comparative consolidated statement of cash flows. Upon adoption of this standard, the Company elected to account for forfeitures of share-based awards when they occur and apply the amendments related to the presentation of excess tax benefits on the statement of cash flows prospectively. Under the new standard, the Company is required to recognize any excess tax benefits and tax deficiencies in the Company’s consolidated statement of income.

Investments in Trading Securities

The Company holds certain equity securities with the intention of selling them in a short period of time to generate profits. As such, these equity securities are classified as trading and carried at fair value. Realized investment gains and losses from sales are recorded on the trade date and are determined using thefirst-infirst-out (FIFO) method. Unrealized holding gains and losses from the changes in the fair value are reported in the consolidated statement of income as net unrealized investment gains or losses.

Long-Term Debt

Long-term debt includes debt instruments and finance lease obligations. A debt instrument is generally classified as a liability and carried at amortized cost, net of any discountissuance costs. Debt issuance costs are capitalized and issuance costs.amortized to interest expense over the expected life of the debt instrument using the effective interest method. At issuance, a debt instrument with embedded features such as conversion and redemption options is evaluated to determine whether bifurcation and derivative accounting is applicable. If such instrument is not subject to derivative accounting, it is further evaluated to determine if the Company is required to separately account for the liability and equity components.

To determine the carrying values of the liability and equity components at issuance, the Company measures the fair value of a similar liability, including any embedded features other than the conversion option, and assigns such value to the liability component. The liability component’s fair value is then subtracted from the initial proceeds to determine the carrying value of the debt instrument’s equity component, which is included in additionalpaid-in capital.

Any embedded feature other than the conversion option is evaluated at issuance to determine if it is probable that such embedded feature will be exercised. If the Company concludes that the exercisability of that embedded feature is not probable, the embedded feature is considered to benon-substantive and would not impact the initial measurement and expected life of the debt instrument’s liability component.instrument.

Revenue from Claims Processing Services

Revenue related to claims processing services is included in other revenue in the consolidated statements of income. For the three and six months ended June 30, 2022, revenues from claims processing services were

1013


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

Transaction costs related$372 and $1,379, respectively. Revenues from claims processing services were $207 for the three and six months ended June 30, 2021. At June 30, 2022 and December 31, 2021, other assets included $321 and $314, respectively, of amounts receivable attributable to issuing a debt instrument that embodies both liability and equity components are allocated to the liability and equity components in proportion to the allocation of the proceeds and accounted for as debt issuance costs and equity issuance costs, respectively. Debt issuance costs are capitalized and presented as a deduction from the carrying value of the debt. Both debt discount and deferred debt issuance costs are amortized to interest expense over the expected life of the debt instrument using the effective interest method. Equity issuance costs are a reduction to the proceeds allocated to the equity component.this service.

Reclassification

Common Share Repurchases

The Company primarily repurchases its common stock in the open market through share repurchase programs and from institutional investors in private transactions such as prepaid share repurchase forward contracts and share repurchase agreements.

A prepaid share repurchase forward contract is generally a contract that allows a party to buy from the counterparty a specified number of common shares at a specific time at a given forward price. The Company entered into such a contract and evaluated the characteristics of the forward contract to determine whether it met the definition of a derivative financial instrument pursuant to U.S. GAAP. The Company determined the forward contract is an equity contract on the Company’s common shares requiring physical settlement in common shares of the Company. As such, the transaction is recognized as a component of stockholders’ equity and there will be no recognition in earnings for changes in fair value in subsequent periods.

In general, the Company first allocates the purchase price or the prepayment amount to additionalpaid-in capital to the extent available and the remaining balance is allocated to retained income. Due to past and recent share repurchases, the Company’s additionalpaid-in capital has been exhausted and shall remain so until the Company fully recoups the total amount allocated to retained income.

Reclassifications.Certain reclassifications of prior year amounts have been madereclassified to conform to the current year presentation. Ceded reinsurance premiums payable were reclassified out of other liabilities and funds withheld for assumed business were reclassified out of other assets for the six months ended June 30, 2021 within the consolidated statement of cash flows to conform with the current year presentation.

Note 3 — Recent Accounting Pronouncements-- Cash, Cash Equivalents, and Restricted Cash

Accounting Standards Update No. 2017-13. In September 2017,

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Financial Accounting Standards Board (“FASB”) issued Accounting Standards UpdateNo. 2017-13 (“ASU2017-13”), Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842). ASU2017-13 adds SEC paragraphs pursuantCompany’s consolidated balance sheets that sum to the SEC Staff Announcement attotal of the July 20, 2017 Emerging Issues Task Force meeting concerningsame such amounts shown in the transition relatedconsolidated statements of cash flows.

 

 

June 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Cash and cash equivalents

 

$

360,488

 

 

$

628,943

 

Restricted cash

 

 

2,600

 

 

 

2,400

 

Total

 

$

363,088

 

 

$

631,343

 

Restricted cash represents funds in the Company’s sole ownership held by certain states in which the Company’s insurance subsidiaries conduct business to Accounting Standards UpdatesNo. 2014-09, Revenue from Contracts with Customers (Topic 606)meet regulatory requirements andNo. 2016-02, Leases (Topic 842). ASU2017-13 also supersedes SEC paragraphs pursuant to not available for immediate business use. Funds withheld in an account for which the rescission of SEC Staff Announcement, “Accounting for Management Fees Based onCompany is a Formula,” effective uponco-owner but not the initial adoption of Topic 606 and SEC Staff Announcement, “Lessor Consideration of Third-Party Value Guarantees,” effective upon the initial adoption of Topic 842. ASU2017-13 also rescinds three SEC Observer Comments effective upon the initial adoption of Topic 842. One SEC Staff Observer comment is being moved to Topic 842. The Company doesnamed beneficiary are not anticipate significant impact from this guidance.considered restricted cash.

14

11


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

Accounting Standards Update No. 2017-09. In May 2017, the FASB issued Accounting Standards UpdateNo. 2017-09 (“ASU2017-09”), Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, which provides guidance about which changes to the terms or conditions of a share-based payment award require an application of modification accounting. ASU2017-09 is effective for the Company beginning with the first quarter of 2018. Early adoption is permitted. This guidance will impact the future modification of the Company’s existing share-based awards.

Accounting Standards Update No. 2017-08. In March 2017, the FASB issued Accounting Standards UpdateNo. 2017-08 (“ASU2017-08”), Receivables – Nonrefundable Fees and Other Costs (Subtopic310-20): Premium Amortization on Purchased Callable Debt Securities, which amends guidance on the amortization period of premiums on certain purchased callable debt securities. Specifically, this update shortens the amortization period of certain purchased callable debt securities to the earliest call date. ASU2017-08 is effective for the Company beginning with the first quarter of 2019. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on the Company’s consolidated financial statements.

Accounting Standards Update No. 2017-05. In February 2017, the FASB issued Accounting Standards UpdateNo. 2017-05 (“ASU2017-05”), Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic610-20), which clarifies the scope of asset derecognition guidance and accounting for partial sales of nonfinancial assets. In addition, ASU2017-15 eliminates the exception in the financial asset guidance for transfers of investments including equity method investments in real estate entities and supersedes the guidance in the Exchanges of a Nonfinancial Asset for a Noncontrolling Ownership Interest subsection (Topic 845). ASU2017-05 is effective for the Company beginning with the first quarter of 2018. The Company is currently evaluating the impact of this guidance on the Company’s consolidated financial statements.

Accounting Standards Update No. 2017-03. In January 2017, the FASB issued Accounting Standards UpdateNo. 2017-03 (“ASU2017-03”), Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323), which adds and amends SEC paragraphs pursuant to the SEC Staff Announcements at the September 22, 2016 and November 17, 2016 Emerging Issues Task Force meetings. The announcement made at the September 22, 2016 meeting provides the SEC staff view on the disclosure of the impact that recently issued accounting standards will have on a public entity’s financial statements when the standards are adopted in a future period. This announcement applies to ASU2014-09, Revenue from Contracts with Customers (Topic 606); ASU2016-02, Leases (Topic 842); ASU2016-13, Financial Instruments - Credit Losses (Topic 326) and any subsequent amendments to guidance in the ASUs that are issued prior to the adoption of the aforementioned ASUs.

Accounting Standards Update No. 2017-01. In January 2017, the FASB issued Accounting Standards UpdateNo. 2017-01 (“ASU2017-01”), Business Combinations (Topic 805), which clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. If the screen is not met, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output to be considered a business. ASU2017-01 is effective for the Company beginning with the first quarter of 2018. Early adoption is permitted under certain circumstances. When adopted, this guidance will impact how the Company determines whether a transaction should be accounted for as a business acquisition or disposal in a future period. The Company elected to adopt this standard in the fourth quarter of 2017.

12


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

Accounting Standards to be Adopted in Fiscal Year 2018

In January 2016, the FASB issued Accounting Standards UpdateNo. 2016-01 (“ASU2016-01”), Financial Instruments – Overall (Subtopic825-10), primarily requiring all equity investments other than those accounted for under the equity method of accounting or those that result in consolidation of the investee to be measured at fair value with changes in the fair value recognized through net income. The application of ASU2016-01 could cause the Company to experience significant volatility in earnings. Under current accounting policy, the Company recognizes unrealized holding gains and losses onavailable-for-sale equity securities in stockholders’ equity as a component of accumulated other comprehensive income. In the year of adoption,available-for-sale equity securities’ unrealized holding gains and losses reported in accumulated other comprehensive income at December 31, 2017 will be reclassified to beginning retained income. Any subsequent changes in fair value will be recognized in the consolidated statement of income. In addition, the classification of the Company’s equity securities with readily determinable fair values as“available-for-sale” in the consolidated balance sheet and related disclosures will be eliminated.

In May 2014, the FASB issued Accounting Standards UpdateNo. 2014-09 (“ASU2014-09”), Revenue from Contracts with Customers (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU2014-09 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. ASU2014-09 also amends the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer to be consistent with the guidance in this ASU. ASU2014-09 permits two methods of adoption: a full retrospective method or a modified retrospective method. This standard could impact the timing and amounts of revenue recognized. The Company has identified and reviewed impacted revenue generating activities in accordance with the five-step revenue recognition model specified by this standard. The Company elects to use a modified retrospective method for transition to the new revenue recognition standard. Based on the Company’s assessment, the impact will be limited to the related disclosures of certain revenue generating activities as its primary source of revenue from insurance premiums is not within the scope of this new standard.

13


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

Note 4 -- Investments

a)Available-for-Sale Fixed-Maturity Securities

The Company holds investments in fixed-maturity securities and equity securities that are classified asavailable-for-sale. At SeptemberJune 30, 20172022 and December 31, 2016,2021, the cost or amortized cost, allowance for credit loss, gross unrealized gains and losses, and estimated fair value of the Company’savailable-for-sale securities by security type were as follows:

 

  Cost or
Amortized
Cost
   Gross
Unrealized
Gain
   Gross
Unrealized

Loss
   Estimated
Fair Value
 

 

Cost or
Amortized

 

 

Allowance
for Credit

 

 

Gross
Unrealized

 

 

Gross
Unrealized

 

 

Estimated
Fair

 

As of September 30, 2017

        

Fixed-maturity securities

        

 

Cost

 

 

Loss

 

 

Gain

 

 

Loss

 

 

Value

 

As of June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and U.S. government agencies

  $47,348   $5   $(112  $47,241 

 

$

372,323

 

 

$

 

 

$

2

 

 

$

(4,762

)

 

$

367,563

 

Corporate bonds

   121,459    1,862    (811   122,510 

 

 

28,953

 

 

 

 

 

 

27

 

 

 

(556

)

 

 

28,424

 

State, municipalities, and political subdivisions

   74,924    2,099    (83   76,940 

States, municipalities, and political subdivisions

 

 

1,761

 

 

 

 

 

 

8

 

 

 

(2

)

 

 

1,767

 

Exchange-traded debt

   9,293    194    (211   9,276 

 

 

700

 

 

 

 

 

 

14

 

 

 

(1

)

 

 

713

 

Redeemable preferred stock

   138    2    (5   135 

 

 

107

 

 

 

 

 

 

0

 

 

 

(3

)

 

 

104

 

  

 

   

 

   

 

   

 

 

Total

   253,162    4,162    (1,222   256,102 

 

$

403,844

 

 

$

 

 

$

51

 

 

$

(5,324

)

 

$

398,571

 

Equity securities

   58,242    5,361    (580   63,023 
  

 

   

 

   

 

   

 

 

Totalavailable-for-sale securities

  $311,404   $9,523   $(1,802  $319,125 
  

 

   

 

   

 

   

 

 

As of December 31, 2016

        

Fixed-maturity securities

        

As of December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and U.S. government agencies

  $1,975   $—     $(36  $1,939 

 

$

17,046

 

 

$

 

 

$

64

 

 

$

(86

)

 

$

17,024

 

Corporate bonds

   75,538    607    (1,641   74,504 

 

 

21,913

 

 

 

 

 

 

632

 

 

 

(53

)

 

 

22,492

 

State, municipalities, and political subdivisions

   78,018    776    (488   78,306 

States, municipalities, and political subdivisions

 

 

1,759

 

 

 

 

 

 

49

 

 

 

 

 

 

1,808

 

Exchange-traded debt

   11,463    36    (237   11,262 

 

 

767

 

 

 

 

 

 

44

 

 

 

 

 

 

811

 

Redeemable preferred stock

   237    3    (3   237 

 

 

468

 

 

 

 

 

 

0

 

 

 

(20

)

 

 

448

 

  

 

   

 

   

 

   

 

 

Total

   167,231    1,422    (2,405   166,248 

 

$

41,953

 

 

$

 

 

$

789

 

 

$

(159

)

 

$

42,583

 

Equity securities

   47,750    5,769    (484   53,035 
  

 

   

 

   

 

   

 

 

Totalavailable-for-sale securities

  $214,981   $7,191   $(2,889  $219,283 
  

 

   

 

   

 

   

 

 

At September 30, 2017, fixed-maturity securities included $252 of U.S. Treasury securities related to a statutory deposit held in trust for the South Carolina Director of Insurance.

Expected maturities willmay differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without penalties. The scheduled contractual maturities of fixed-maturity securities as of SeptemberJune 30, 20172022 and December 31, 20162021 are as follows:

 

 

June 30, 2022

 

 

December 31, 2021

 

 

 

Cost or

 

 

Estimated

 

 

Cost or

 

 

Estimated

 

 

 

Amortized Cost

 

 

Fair Value

 

 

Amortized Cost

 

 

Fair Value

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

Due in one year or less

 

$

167,143

 

 

$

167,002

 

 

$

10,734

 

 

$

10,826

 

Due after one year through five years

 

 

232,353

 

 

 

227,637

 

 

 

19,222

 

 

 

19,820

 

Due after five years through ten years

 

 

3,854

 

 

 

3,427

 

 

 

11,503

 

 

 

11,403

 

Due after ten years

 

 

494

 

 

 

505

 

 

 

494

 

 

 

534

 

 

 

$

403,844

 

 

$

398,571

 

 

$

41,953

 

 

$

42,583

 

15

   Amortized
Cost
   Estimated
Fair Value
 

As of September 30, 2017

    

Available-for-sale

    

Due in one year or less

  $30,082   $30,115 

Due after one year through five years

   127,627    127,444 

Due after five years through ten years

   66,146    67,853 

Due after ten years

   29,307    30,690 
  

 

 

   

 

 

 
  $253,162   $256,102 
  

 

 

   

 

 

 

14


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

   Amortized
Cost
   Estimated
Fair Value
 

As of December 31, 2016

    

Available-for-sale

    

Due in one year or less

  $2,656   $2,662 

Due after one year through five years

   49,915    50,023 

Due after five years through ten years

   90,360    89,332 

Due after ten years

   24,300    24,231 
  

 

 

   

 

 

 
  $167,231   $166,248 
  

 

 

   

 

 

 

Sales ofAvailable-for-Sale Fixed-Maturity Securities

Proceeds received, and the gross realized gains and losses from sales ofavailable-for-sale fixed-maturity securities, for the three and ninesix months ended SeptemberJune 30, 20172022 and 20162021 were as follows:

 

   Proceeds   Gross
Realized
Gains
   Gross
Realized
Losses
 

Three months ended September 30, 2017

      

Fixed-maturity securities

  $2,765   $97   $(23
  

 

 

   

 

 

   

 

 

 

Equity securities

  $4,827   $223   $(525
  

 

 

   

 

 

   

 

 

 

Three months ended September 30, 2016

      

Fixed-maturity securities

  $3,891   $196   $—   
  

 

 

   

 

 

   

 

 

 

Equity securities

  $5,000   $491   $(104
  

 

 

   

 

 

   

 

 

 

Nine months ended September 30, 2017

      

Fixed-maturity securities

  $9,638   $126   $(45
  

 

 

   

 

 

   

 

 

 

Equity securities

  $25,729   $3,058   $(865
  

 

 

   

 

 

   

 

 

 

Nine months ended September 30, 2016

      

Fixed-maturity securities

  $37,415   $579   $—   
  

 

 

   

 

 

   

 

 

 

Equity securities

  $14,155   $850   $(530
  

 

 

   

 

 

   

 

 

 

 

 

 

 

 

Gross
Realized

 

 

Gross
Realized

 

 

 

Proceeds

 

 

Gains

 

 

Losses

 

Three months ended June 30, 2022

 

$

2,436

 

 

$

11

 

 

$

(3

)

Three months ended June 30, 2021

 

$

14,644

 

 

$

576

 

 

$

0

 

Six months ended June 30, 2022

 

$

11,494

 

 

$

13

 

 

$

(434

)

Six months ended June 30, 2021

 

$

14,680

 

 

$

577

 

 

$

 

Other-than-temporary Impairment

Gross Unrealized Losses for Available-for-Sale Fixed-Maturity Securities

Securities with gross unrealized loss positions at June 30, 2022 and December 31, 2021, aggregated by investment category and length of time the individual securities have been in a continuous loss position, are as follows:

 

 

Less Than Twelve Months

 

 

Twelve Months or Longer

 

 

Total

 

 

 

Gross

 

 

Estimated

 

 

Gross

 

 

Estimated

 

 

Gross

 

 

Estimated

 

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Fair

 

As of June 30, 2022

 

Loss

 

 

Value

 

 

Loss

 

 

Value

 

 

Loss

 

 

Value

 

U.S. Treasury and U.S. government
   agencies

 

$

(4,664

)

 

$

348,459

 

 

$

(98

)

 

$

2,048

 

 

$

(4,762

)

 

$

350,507

 

Corporate bonds

 

 

(556

)

 

 

23,828

 

 

 

0

 

 

 

0

 

 

 

(556

)

 

 

23,828

 

States, municipalities, and political
   subdivisions

 

 

(2

)

 

 

387

 

 

 

0

 

 

 

0

 

 

 

(2

)

 

 

387

 

Exchange-traded debt

 

 

(1

)

 

 

23

 

 

 

0

 

 

 

0

 

 

 

(1

)

 

 

23

 

Redeemable preferred stock

 

 

(3

)

 

 

104

 

 

 

0

 

 

 

0

 

 

 

(3

)

 

 

104

 

Total available-for-sale securities

 

$

(5,226

)

 

$

372,801

 

 

$

(98

)

 

$

2,048

 

 

$

(5,324

)

 

$

374,849

 

 

 

Less Than Twelve Months

 

 

Twelve Months or Longer

 

 

Total

 

 

 

Gross

 

 

Estimated

 

 

Gross

 

 

Estimated

 

 

Gross

 

 

Estimated

 

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Fair

 

As of December 31, 2021

 

Loss

 

 

Value

 

 

Loss

 

 

Value

 

 

Loss

 

 

Value

 

U.S. Treasury and U.S. government
   agencies

 

$

(73

)

 

$

9,809

 

 

$

(13

)

 

$

616

 

 

$

(86

)

 

$

10,425

 

Corporate bonds

 

 

(53

)

 

 

4,452

 

 

 

0

 

 

 

0

 

 

 

(53

)

 

 

4,452

 

Redeemable preferred stock

 

 

(20

)

 

 

442

 

 

 

0

 

 

 

0

 

 

 

(20

)

 

 

442

 

Total available-for-sale securities

 

$

(146

)

 

$

14,703

 

 

$

(13

)

 

$

616

 

 

$

(159

)

 

$

15,319

 

At June 30, 2022 and December 31, 2021, there were 68 and 23 securities, respectively, in an unrealized loss position.

16


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

Allowance for Credit Losses of Available-for-Sale Fixed-Maturity Securities

The Company regularly reviews its individual investment securities for other-than-temporarycredit impairment. The Company considers various factors in determining whether a credit loss exists for each individual security, is other-than-temporarily impaired, including-

the financial condition and near-term prospects of the issuer, including any specific events that may affect its operations or earnings;

the length of time and
the extent to which the market value of the security has been below its cost or amortized cost;

general market conditions and industry or sector specific factors and other qualitative factors;

nonpayment by the issuer of its contractually obligated interest and principal payments; and

the Company’s intent and ability to hold the investment for a period of time sufficient to allow for the recovery of costs.

The table below summarizes the activity in the allowance for credit losses of available-for-sale securities for the three and six months ended June 30, 2022 and 2021:

15

 

 

 

 

 

 

 

 

 

2022

 

 

2021

 

Balance at January 1

 

$

0

 

 

$

588

 

Reductions for securities sold

 

 

0

 

 

 

(9

)

Balance at March 31

 

$

0

 

 

$

579

 

Reductions for securities exchanged

 

 

0

 

 

 

(579

)

Balance at June 30

 

$

0

 

 

$

0

 

b) Equity Securities

The Company holds investments in equity securities measured at fair values which are readily determinable. At June 30, 2022 and December 31, 2021, the cost, gross unrealized gains and losses, and estimated fair value of the Company’s equity securities were as follows:

 

 

 

 

 

Gross
Unrealized

 

 

Gross
Unrealized

 

 

Estimated
Fair

 

 

 

Cost

 

 

Gain

 

 

Loss

 

 

Value

 

June 30, 2022

 

$

38,065

 

 

$

2,073

 

 

$

(4,419

)

 

$

35,719

 

December 31, 2021

 

$

46,276

 

 

$

6,335

 

 

$

(871

)

 

$

51,740

 

The table below presents the portion of unrealized gains and losses in the Company’s consolidated statements of income related to equity securities still held.

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net (losses) gains recognized

 

$

(4,323

)

 

$

3,069

 

 

$

(7,865

)

 

$

3,536

 

Exclude: Net realized (losses) gains
    recognized for securities sold

 

 

(89

)

 

 

1,580

 

 

 

(55

)

 

 

2,316

 

Net unrealized (losses) gains recognized

 

$

(4,234

)

 

$

1,489

 

 

$

(7,810

)

 

$

1,220

 

17


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

Fixed-maturity Securities

There was no impairment loss recognized for the three months ended September 30, 2017. For the nine months ended September 30, 2017, the Company recognized $100 of impairment losses related to the sale of twointent-to-sell fixed-maturity securities. At September 30, 2017, two fixed-maturity securities were considered other-than-temporarily impaired due to their credit risk. The Company intends to hold these two fixed-maturity securities until maturity, but does not expect a full recovery of their carrying value.

In June 2016, the Company sold one impaired fixed-maturity security that was previously intended to hold until maturity due to uncertainties surrounding the issuer’s announced restructuring plan. Prior to the sale of this security, the remaining $202 of unrealized impairment loss was reclassified from comprehensive income and recognized in total other-than-temporary impairment losses in the Company’s consolidated statement of income. For the three months ended September 30, 2016, the Company recorded $531 of impairment loss, of which $180 was considered other-than-temporarily impaired due to a credit related loss and recorded in the consolidated statement of income, with the remaining amount of $351 related tonon-credit factors and recorded in other comprehensive income. For the nine months ended September 30, 2016, the Company recognized $675 of impairment loss in the consolidated statement of income, representing $206 of additional losses recorded during the period and the reclassification of $469 previously recorded in other comprehensive income. At September 30, 2016, one fixed-maturity security the Company intended to hold to maturity had a credit related loss.

The following table presents a rollforward of the cumulative credit losses in other-than-temporary impairments recognized in income from available for sale fixed-maturity securities.

   2017   2016 

Balance at January 1

  $475   $111 

Additional credit impairments on previously impaired securities

   —      293 
  

 

 

   

 

 

 

Balance at March 31

   475    404 

Credit impaired security fully disposed of for which there was no prior intent or requirement to sell

   —      (385

Reduction due to increase in expected cash flows recognized over the remaining life of the previously impaired security

   —      (19
  

 

 

   

 

 

 

Balance at June 30

   475    —   

Credit impairment on impaired securities

   —      180 
  

 

 

   

 

 

 

Balance at September 30

  $475   $180 
  

 

 

   

 

 

 

Equity Securities

In determining whether equity securities are other than temporarily impaired, the Company considers its intent and ability to hold a security for a period of time sufficient to allow for the recovery of cost, the length of time each security has been in an unrealized loss position, the extent of the decline and the near-term prospect for recovery. The Company recognized impairment losses of $474 and $44 in the consolidated statement of income for the three months ended September 30, 2017 and 2016, respectively. For the nine months ended September 30, 2017 and 2016, the Company recognized impairment losses of $764 and $766, respectively. At September 30, 2017 and 2016, the Company had four and 16 equity securities, respectively, that were other-than-temporarily impaired.

16


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

Securities with gross unrealized loss positions at September 30, 2017 and December 31, 2016, aggregated by investment category and length of time the individual securities have been in a continuous loss position, are as follows:

   Less Than Twelve
Months
   Twelve Months or Longer   Total 
As of September 30, 2017  Gross
Unrealized

Loss
  Estimated
Fair Value
   Gross
Unrealized
Loss
  Estimated
Fair

Value
   Gross
Unrealized

Loss
  Estimated
Fair Value
 

Fixed-maturity securities

         

U.S. Treasury and U.S. government agencies

  $(112 $45,344   $—    $—     $(112 $45,344 

Corporate bonds

   (530  49,789    (281  15,346    (811  65,135 

State, municipalities, and political subdivisions

   (29  4,332    (54  3,889    (83  8,221 

Exchange-traded debt

   (209  3,189    (2  80    (211  3,269 

Redeemable preferred stock

   (5  45    —     —      (5  45 
  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

Total fixed-maturity securities

   (885  102,699    (337  19,315    (1,222  122,014 

Equity securities

   (545  11,154    (35  1,260    (580  12,414 
  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

Totalavailable-for-sale securities

  $(1,430 $113,853   $(372 $20,575   $(1,802 $134,428 
  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

At September 30, 2017, there were 127 securities in an unrealized loss position. Of these securities, 17 securities had been in an unrealized loss position for 12 months or longer. The gross unrealized loss of corporate bonds in an unrealized loss position for less than twelve months included $133 of other-than-temporary impairment losses related tonon-credit factors.

   Less Than Twelve
Months
   Twelve Months or Longer   Total 
As of December 31, 2016  Gross
Unrealized

Loss
  Estimated
Fair

Value
   Gross
Unrealized
Loss
  Estimated
Fair

Value
   Gross
Unrealized

Loss
  Estimated
Fair
Value
 

Fixed-maturity securities

         

U.S. Treasury and U.S. government agencies

  $(36 $1,939   $—    $—     $(36 $1,939 

Corporate bonds

   (1,546  43,859    (95  2,814    (1,641  46,673 

State, municipalities, and political subdivisions

   (441  26,029    (47  3,036    (488  29,065 

Exchange-traded debt

   (191  4,980    (46  1,954    (237  6,934 

Redeemable preferred stock

   (3  47    —     —      (3  47 
  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

Total fixed-maturity securities

   (2,217  76,854    (188  7,804    (2,405  84,658 

Equity securities

   (293  10,042    (191  3,209    (484  13,251 
  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

Totalavailable-for-sale securities

  $(2,510 $86,896   $(379 $11,013   $(2,889 $97,909 
  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

At December 31, 2016, there were 134 securities in an unrealized loss position. Of these securities, 20 securities had been in an unrealized loss position for 12 months or longer. The gross unrealized loss of corporate bonds in an unrealized loss position for twelve months or longer included $76 of other-than-temporary impairment losses related tonon-credit factors.

b) Trading Securities

At September 30, 2017, the cost, net unrealized gains, and estimated fair value of the Company’s trading equity securities were $929, $74, and $1,003, respectively. There were no investments in trading equity securities at December 31, 2016.

17


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

Sales of TradingEquity Securities

Proceeds received, and the gross realized gains and losses from sales of trading equity securities, for the three and ninesix months ended SeptemberJune 30, 20172022 and 2021 were as follows:

 

   Proceeds   Gross
Realized
Gains
   Gross
Realized

Losses
 

Three months ended September 30, 2017

      

Equity securities

  $580   $12   $(10
  

 

 

   

 

 

   

 

 

 

Nine months ended September 30, 2017

      

Equity securities

  $580   $12   $(10
  

 

 

   

 

 

   

 

 

 

 

 

 

 

 

Gross
Realized

 

 

Gross
Realized

 

 

 

Proceeds

 

 

Gains

 

 

Losses

 

Three months ended June 30, 2022

 

$

6,058

 

 

$

433

 

 

$

(522

)

Three months ended June 30, 2021

 

$

22,133

 

 

$

1,983

 

 

$

(403

)

Six months ended June 30, 2022

 

$

24,427

 

 

$

1,853

 

 

$

(1,908

)

Six months ended June 30, 2021

 

$

56,511

 

 

$

3,125

 

 

$

(809

)

The Company did not hold any trading equity security during 2016.

c) Limited Partnership Investments

The Company has interests in limited partnerships that are not registered or readily tradeable on a securities exchange. These partnerships are private equity funds managed by general partners who make all decisions with regard to financial policies and operations. As such, the Company is not the primary beneficiary and does not consolidate these partnerships. In August 2017, the Company entered into a subscription agreement with another limited partnership. The following table provides information related to the Company’s investments in limited partnerships.partnerships:

 

 

 

June 30, 2022

 

 

December 31, 2021

 

 

 

Carrying

 

 

Unfunded

 

 

 

 

 

Carrying

 

 

Unfunded

 

 

 

 

Investment Strategy

 

Value

 

 

Balance

 

 

(%) (a)

 

 

Value

 

 

Balance

 

 

(%) (a)

 

Primarily in senior secured loans and, to a
   limited extent, in other debt and equity
   securities of private U.S. lower-middle-market
   companies. (b)(c)(e)

 

$

4,613

 

 

$

0

 

 

 

15.37

 

 

$

6,076

 

 

$

2,085

 

 

 

15.37

 

Value creation through active distressed debt
   investing primarily in bank loans, public and
   private corporate bonds, asset-backed
   securities, and equity securities received in
   connection with debt restructuring. (b)(d)(e)

 

 

3,347

 

 

 

0

 

 

 

1.67

 

 

 

3,423

 

 

 

0

 

 

 

1.69

 

High returns and long-term capital appreciation
   through investments in the power, utility and
   energy industries, and in the infrastructure
   sector. (b)(f)(g)

 

 

5,723

 

 

 

0

 

 

 

0.18

 

 

 

6,270

 

 

 

1,401

 

 

 

0.18

 

Value-oriented investments in less liquid and
   mispriced senior and junior debts of private
   equity-backed companies. (b)(h)(i)

 

 

3,940

 

 

 

0

 

 

 

0.56

 

 

 

4,437

 

 

 

0

 

 

 

0.57

 

Value-oriented investments in mature real
   estate private equity funds and portfolios
   globally. (b)(j)

 

 

6,417

 

 

 

3,881

 

 

 

1.34

 

 

 

5,977

 

 

 

4,537

 

 

 

1.36

 

Risk-adjusted returns on credit and equity
   investments, primarily in private equity-owned
   companies. (b)(k)

 

 

2,655

 

 

 

2,584

 

 

 

0.39

 

 

 

1,950

 

 

 

3,050

 

 

 

0.47

 

Total

 

$

26,695

 

 

$

6,465

 

 

 

 

 

$

28,133

 

 

$

11,073

 

 

 

 

(a)
Represents the Company’s percentage investment in the fund at each balance sheet date.

18


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

   September 30, 2017   December 31, 2016 
Investment Strategy  Carrying
Value
   Unfunded
Balance
   (%)(a)   Carrying
Value
   Unfunded
Balance
   (%)(a) 

Primarily in senior secured loans and, to a limited extent, in other debt and equity securities of private U.S. lower-middle-market companies. (b)(c)(e)

  $7,134   $5,505    15.37   $6,246   $6,428    16.50 

Value creation through active distressed debt investing primarily in bank loans, public and private corporate bonds, asset-backed securities, and equity securities received in connection with debt restructuring. (b)(d)(e)

   7,630    1,746    1.76    7,358    1,360    1.76 

Maximum long-term capital appreciation through long and short positions in equity and/or debt securities of publicly traded U.S. andnon-U.S. issuers, derivative instruments and certain other financial instruments. (f)

   —      —      —      11,333    —      66.58 

High returns and long-term capital appreciation through investments in the power, utility and energy industries, and in the infrastructure sector. (b)(g)(h)

   6,148    3,766    0.18    4,326    5,766    0.18 

Value-oriented investments in less liquid and mispriced senior and junior debts of private equity-backed companies. (b)(i)(j)

   86    4,914    0.62    —      —      —   
  

 

 

   

 

 

     

 

 

   

 

 

   

Total

  $20,998   $15,931     $29,263   $13,554   
  

 

 

   

 

 

     

 

 

   

 

 

   
(b)
Except under certain circumstances, withdrawals from the funds or any assignments are not permitted. Distributions, except income from late admission of a new limited partner, will be received when underlying investments of the funds are liquidated.
(c)
The term is expected to be the later of ten years or two years following the maturity of the fund’s outstanding leverage. Although the capital commitment period has expired, follow-on investments and pending commitments may require additional fundings.
(d)
The term has been extended for a second additional one-year period to June 30, 2023. Although the capital commitment period has ended, the general partner could still request an additional funding under certain circumstances.
(e)
At the fund manager’s discretion, the term of the fund may be extended for up to two additional one-year periods.
(f)
Expected to have a ten-year term. The capital commitment period has expired but the general partner may request additional funding for follow-on investment.
(g)
With the consent of a supermajority of partners, the term of the fund may be extended for up to three additional one-year periods.
(h)
Expected to have an eight-year term from the commencement date, which can be extended for up to two additional one-year periods with the consent of either the advisory committee or a majority of limited partners.
(i)
The capital commitment period has ended but an additional funding may be requested.
(j)
The term is expected to end November 27, 2027. The term may be extended for up to four additional one-year periods at the general partner’s discretion, and up to two additional one-year periods with the consent of the advisory committee.
(k)
Expected to have an eight-year term after the final admission date. The term may be extended for an additional one-year period at the general partner’s discretion, and up to two additional one-year periods with the consent of either the advisory committee or a majority of limited partners.

(a)Represents the Company’s percentage investment in the fund at each balance sheet date.
(b)Except under certain circumstances, withdrawals from the funds or any assignments are not permitted. Distributions, except income from late admission of a new limited partner, will be received when underlying investments of the funds are liquidated.
(c)Expected to have a10-year term and the capital commitment is expected to expire on September 3, 2019.
(d)Expected to have a three-year term from the end of the capital commitment period, which is March 31, 2018.
(e)At the fund manager’s discretion, the term of the fund may be extended for up to two additionalone-year periods.
(f)The withdrawal was effective on February 15, 2017. As a result, the Company’s investment in this limited partnership was terminated.
(g)Expected to have a10-year term and the capital commitment is expected to expire on June 30, 2020.
(h)With the consent of a super majority of partners, the term of the fund may be extended for up to three additionalone-year periods.
(i)Expected to have asix-year term from the commencement date, which can be extended for up to two additionalone-year periods with the consent of either the advisory committee or a majority of limited partners.
(j)Unless extended or terminated for reasons specified in the agreement, the capital commitment is expected to expire on December 1, 2018.

The following is the summary of aggregated summarized unaudited financial information of limited partnerships included in the investment strategy table above, which in certain cases is presented on a three-month lag due to the unavailability of information at the Company’s respective balance sheet dates. In applying the equity method of accounting, the Company uses the most recently available financial information provided by the general partner of each of these partnerships. The financial statements of these limited partnerships are audited annually.

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Operating results:

 

 

 

 

 

 

 

 

 

 

 

 

Total income

 

$

179,117

 

 

$

384,629

 

 

$

515,945

 

 

$

373,681

 

Total expenses

 

 

(23,023

)

 

 

(25,208

)

 

 

(72,340

)

 

 

(80,720

)

Net income

 

$

156,094

 

 

$

359,421

 

 

$

443,605

 

 

$

292,961

 

19

 

 

June 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Balance sheet:

 

 

 

 

 

 

Total assets

 

$

5,899,813

 

 

$

5,855,616

 

Total liabilities

 

$

408,725

 

 

$

564,732

 

For the three and six months ended June 30, 2022, the Company recognized net investment income of $19 and $1,799, respectively. Included in the net investment income for the three and six months ended June 30, 2022 was an estimated unfavorable change in net asset value of $516. During the three and six months ended June 30, 2022, the Company received total cash distributions of $2,785 and $4,381, respectively, including returns on investment of $1,235 and $2,046, respectively.

For the three and six months ended June 30, 2021, the Company recognized net investment income of $1,572 and $2,359, respectively. During the three and six months ended June 30, 2021, the Company received

19


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2017   2016   2017   2016 

Operating results:

        

Total income

  $71,854   $166,374   $301,604   $143,305 

Total expenses

   (24,663   (54,577   (78,482   (184,598
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

  $47,191   $111,797   $223,122   $(41,293
  

 

 

   

 

 

   

 

 

   

 

 

 

For the three and nine months ended September 30, 2017, the Company recognized net investment income of $392 and $1,724, respectively, for these investments. During the third quarter of 2017, the Company received in cash a return on investment totaling $428. During the nine-month period ended September 30, 2017, the Company received total cash distributions of $12,612, representing $11,758$2,421 and $4,445, respectively, including returns on investment of returned capital$1,314 and $854 of return on investment. Included in the return of capital was $11,626 from one limited partnership the Company withdrew from in February 2017.$1,792, respectively.

For the three and nine months ended SeptemberAt June 30, 2016, the Company recognized net investment income of $1,119 and $54, respectively. During the three and nine months ended September 30, 2016, the Company received cash distributions of $384 and $428, respectively, of return on investment. At September 30, 20172022 and December 31, 2016,2021, the Company’s net cumulative contributed capital to the partnerships existing at each respective balance sheet date totaled $19,569$27,180 and $31,946,$28,371, respectively, and the Company’s maximum exposure to loss aggregated $20,998$26,695 and $29,263,$28,133, respectively.

d) Investment in Unconsolidated Joint Venture

The CompanyMelbourne FMA, LLC, a wholly owned subsidiary, currently has an equity investment in FMKT Mel JV, which is a Florida limited liability company treated as a joint venture under U.S. GAAP. In March 2017, FMKT Mel JV sold a portion of its outparcel land for gross proceeds of $825 and recognized a $331 gain on sale of which $199 was allocated to the Company in accordance with the profit allocation specified in the operating agreement.

At SeptemberJune 30, 20172022 and December 31, 2016,2021, the Company’s maximum exposure to loss relating to thisthe variable interest entity was $1,664$858 and $2,102,$363, respectively, representing the carrying value of the investment. In June 2022, the joint venture sold its last outparcel and recognized a gain of $572. There were 0 cash distributions during the six months ended June 30, 2022 and 2021. At SeptemberJune 30, 2017,2022, there was $0undistributed income of undistributed income$488 as opposed to none at December 31, 2021 from this equity method investment as compared with an undistributed loss, after an equity distribution, of $25 at December 31, 2016, the amounts of which were included in the Company’s consolidated retained income.

The limited liability company members received no cash distributions during the three months ended September 30, 2017 and 2016. During the nine months ended September 30, 2017, the Company received a cash distribution of $564, representing a combined distribution of $147 in earnings and $417 in capital as compared with no cash distribution during the nine months ended September 30, 2016. investment. The following tables provide FMKT Mel JV’sFMJV’s summarized unaudited financial results and the unaudited financial positions:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Operating results:

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

572

 

 

$

 

 

$

572

 

 

$

 

Total expenses

 

 

(8

)

 

 

(28

)

 

 

(22

)

 

 

(56

)

Net income (loss)

 

$

564

 

 

$

(28

)

 

$

550

 

 

$

(56

)

The Company’s share of net income (loss)*

 

$

508

 

 

$

(25

)

 

$

495

 

 

$

(50

)

* Included in net investment income in the Company’s consolidated statements of income.

20

 

 

June 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Balance sheet:

 

 

 

 

 

 

Property and equipment, net

 

$

0

 

 

$

357

 

Cash

 

 

953

 

 

 

29

 

Other

 

 

18

 

 

 

18

 

Total assets

 

$

971

 

 

$

404

 

 

 

 

 

 

 

 

Other liabilities

 

$

17

 

 

$

0

 

Members’ capital

 

 

954

 

 

 

404

 

Total liabilities and members’ capital

 

$

971

 

 

$

404

 

Investment in unconsolidated joint venture, at equity**

 

$

858

 

 

$

363

 

** Includes the 90% share of FMKT Mel JV’s operating results.

20


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2017   2016   2017   2016 

Operating results:

        

Total revenues and gain

  $—     $235   $331   $949 

Total expenses

   (18   (318   (83   (801
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

  $(18  $(83  $248   $148 
  

 

 

   

 

 

   

 

 

   

 

 

 

The Company’s share of net (loss) income*

  $(16  $(75  $126   $153 

*Included in net investment income in the Company’s consolidated statements of income.

   September 30,
2017
   December 31,
2016
 

Balance Sheet:

    

Construction in progress - real estate

  $375   $334 

Property and equipment, net

   1,213    1,654 

Cash

   110    179 

Other

   180    180 
  

 

 

   

 

 

 

Total assets

  $1,878   $2,347 
  

 

 

   

 

 

 

Accounts payable

  $15   $11 

Other liabilities

   14    —   

Members’ capital

   1,849    2,336 
  

 

 

   

 

 

 

Total liabilities and members’ capital

  $1,878   $2,347 
  

 

 

   

 

 

 

Investment in unconsolidated joint venture, at equity*

  $1,664   $2,102 

*Included the 90% share of FMKT Mel JV’s operating results.

e) Real Estate Investments

Real estate investments include office and retail space that is leased to tenants, wet and dry boat storage, one restaurant, and two marinas. Real estate investments consist of the following as of SeptemberJune 30, 20172022 and December 31, 2016.2021:

 

 

June 30,

 

 

December 31,

 

  September 30,
2017
   December 31,
2016
 

 

2022

 

 

2021

 

Land

  $20,422   $17,592 

 

$

39,425

 

 

$

39,720

 

Land improvements

   9,904    9,336 

 

 

11,933

 

 

 

11,917

 

Buildings

   17,742    16,154 

Buildings and building improvements

 

 

29,410

 

 

 

29,405

 

Tenant and leasehold improvements

   996    872 

 

 

1,548

 

 

 

1,511

 

Construction in progress*

   —      3,404 

Other

   2,911    2,683 

 

 

1,318

 

 

 

1,265

 

  

 

   

 

 

Total, at cost

   51,975    50,041 

 

 

83,634

 

 

 

83,818

 

Less: accumulated depreciation and amortization

   (3,014   (1,955

 

 

(10,911

)

 

 

(9,922

)

  

 

   

 

 

Real estate investments

  $48,961   $48,086 

 

$

72,723

 

 

$

73,896

 

  

 

   

 

 

 

*This project, which was developed by the Company’s consolidated variable interest entity, was completed in July 2017. The costs were reclassified to land, land improvement, and building.

In May 2022, the Company sold one outparcel in Sorrento, Florida for net proceeds of $667. See additional information under f) Net Investment Income (Loss) below. Depreciation and amortization expense related to real estate investments was $374$483 and $126$479 for the three months ended SeptemberJune 30, 20172022 and 2016,2021, respectively, and $1,062$989 and $314$970 for the ninesix months ended SeptemberJune 30, 20172022 and 2016,2021, respectively.

f) Net Investment Income (Loss)

Net investment income (loss), by source, is summarized as follows:

21

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Available-for-sale fixed-maturity securities

 

$

1,137

 

 

$

384

 

 

$

1,585

 

 

$

825

 

Equity securities

 

 

300

 

 

 

340

 

 

 

587

 

 

 

691

 

Investment expense

 

 

(116

)

 

 

(129

)

 

 

(250

)

 

 

(254

)

Limited partnership investments

 

 

19

 

 

 

1,572

 

 

 

1,799

 

 

 

2,359

 

Real estate investments

 

 

1,538

 

 

 

344

 

 

 

1,885

 

 

 

3,341

 

Net income (loss) from unconsolidated
   joint venture

 

 

508

 

 

 

(25

)

 

 

495

 

 

 

(50

)

Cash and cash equivalents

 

 

298

 

 

 

149

 

 

 

451

 

 

 

317

 

Net investment income

 

$

3,684

 

 

$

2,635

 

 

$

6,552

 

 

$

7,229

 

For the three and six months ended June 30, 2022, income from real estate investments included a net gain of $376 resulting from the sale of the outparcel described in e) Real Estate Investments and $451 of income from selling the liquor license previously owned by the Company’s restaurant business which was discontinued in 2020. For the six months ended June 30, 2021, income from real estate investments included a net gain of $2,790 resulting from a legal settlement with The Kroger Co. in a lawsuit filed by a real estate subsidiary of the Company to enforce a guaranty of a commercial lease.

g) Other Investments

From time to time, the Company may invest in financial assets other than stocks, mutual funds and bonds. For the three months ended June 30, 2022 and 2021, net realized gains related to other investments were $75 and $452, respectively, and $156 and $827 for the six months ended June 30, 2022 and 2021, respectively.

21


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

f) Consolidated Variable Interest Entity

The Company has a commercial property in Riverview, Florida. The development project of this property was completed in July 2017 through a limited liability company treated under U.S. GAAP as a joint venture in which the Company’s subsidiary has a controlling financial interest and, as a result, it is the primary beneficiary. The following table summarizes the assets and liabilities related to this variable interest entity which are included in the accompanying consolidated balance sheets.

   September 30,
2017
   December 31,
2016
 

Cash and cash equivalents

  $90   $65 

Construction in progress included in real estate investments

  $—     $3,404 

Real estate investments

  $4,472   $—   

Other assets

  $139   $—   

Accrued expenses

  $59   $68 

Other liabilities

  $42   $11 

g) Net Investment Income

Net investment income (loss), by source, is summarized as follows:

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2017   2016   2017   2016 

Available-for-sale securities:

        

Fixed-maturity securities

  $1,532   $1,164   $4,172   $3,394 

Equity securities

   790    817    2,461    2,552 

Investment expense

   (176   (165   (526   (488

Limited partnership investments

   392    1,119    1,724    54 

Real estate investments

   (292   (372   (856   (455

(Loss) income from unconsolidated joint venture

   (16   (75   126    153 

Cash and cash equivalents

   648    285    1,415    755 

Other

   —      12    6    35 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

  $2,878   $2,785   $8,522   $6,000 
  

 

 

   

 

 

   

 

 

   

 

 

 

22


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

Note 5 -- Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and other comprehensive income or loss, which for the Company includes changes in unrealized gains or losses of investments carried at fair value and changes into the unrealized other-than-temporary impairmentcredit losses related to these investments. Reclassification adjustments for realized (gains) losses are reflected in net realized investment gains (losses) on the consolidated statements of income. The components of other comprehensive income or loss and the related tax effects allocated to each component were as follows:

 

   Three Months Ended
September 30, 2017
   Three Months Ended
September 30, 2016
 
   Before
Tax
   Income Tax
Expense
(Benefit)
   Net of
Tax
   Before
Tax
  Income Tax
Expense
(Benefit)
  Net of
Tax
 

Unrealized gain arising during the period

  $2,155   $831   $1,324   $2,234  $862  $1,372 

Other-than-temporary impairment loss

   474    183    291    224   86   138 

Call and repayment losses charged to investment income

   —      —      —      3   1   2 

Reclassification adjustment for realized losses (gains)

   226    87    139    (583  (225  (358
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Total other comprehensive income

  $2,855   $1,101   $1,754   $1,878  $724  $1,154 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

June 30, 2022

 

 

June 30, 2021

 

 

 

Before

 

 

Income

 

 

Net of

 

 

Before

 

 

Income

 

 

Net of

 

 

 

Tax

 

 

Tax Effect

 

 

Tax

 

 

Tax

 

 

Tax Effect

 

 

Tax

 

Net unrealized (losses) gains

 

$

(2,174

)

 

$

(551

)

 

$

(1,623

)

 

$

99

 

 

$

25

 

 

$

74

 

Call and repayment gains charged to
   investment income

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(1

)

 

 

1

 

Reclassification adjustment for realized
   gains

 

 

(8

)

 

 

(2

)

 

 

(6

)

 

 

(576

)

 

 

(141

)

 

 

(435

)

Total other comprehensive loss

 

$

(2,182

)

 

$

(553

)

 

$

(1,629

)

 

$

(477

)

 

$

(117

)

 

$

(360

)

 

   Nine Months Ended
September 30, 2017
  Nine Months Ended
September 30, 2016
 
   Before
Tax
  Income Tax
Expense
(Benefit)
  Net of
Tax
  Before
Tax
  Income Tax
Expense
(Benefit)
  Net of
Tax
 

Unrealized gain arising during the period

  $4,822  $1,860  $2,962  $10,290  $3,970  $6,320 

Other-than-temporary impairment loss

   864   333   531   1,441   556   885 

Call and repayment losses charged to investment income

   9   4   5   14   5   9 

Reclassification adjustment for realized gains

   (2,276  (878  (1,398  (899  (347  (552
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other comprehensive income

  $3,419  $1,319  $2,100  $10,846  $4,184  $6,662 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

 

Six Months Ended

 

 

Six Months Ended

 

 

 

June 30, 2022

 

 

June 30, 2021

 

 

 

Before

 

 

Income

 

 

Net of

 

 

Before

 

 

Income

 

 

Net of

 

 

 

Tax

 

 

Tax Effect

 

 

Tax

 

 

Tax

 

 

Tax Effect

 

 

Tax

 

Net unrealized losses

 

$

(6,325

)

 

$

(1,598

)

 

$

(4,727

)

 

$

(83

)

 

$

(20

)

 

$

(63

)

Call and repayment gains charged to
   investment income

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(2

)

 

 

(1

)

 

 

(1

)

Reclassification adjustment for realized
   losses (gains)

 

 

421

 

 

 

107

 

 

 

314

 

 

 

(577

)

 

 

(141

)

 

 

(436

)

Total other comprehensive loss

 

$

(5,904

)

 

$

(1,491

)

 

$

(4,413

)

 

$

(662

)

 

$

(162

)

 

$

(500

)

Note 6 -- Fair Value Measurements

The Company records and discloses certain financial assets at their estimated fair value.values. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows:

 

Level 1

—  

Unadjusted quoted prices in active markets for identical assets or liabilities.assets.

Level 2

—  

Other inputs that are observable for the asset, or liability, either directly or indirectly such as quoted prices for identical or similar assets or liabilities that are not observable throughout the full term.term of the asset.

Level 3

—  

Inputs that are unobservable.

22


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

Valuation Methodology

Cash and cash equivalentsCash Equivalents

Cash and cash equivalents primarily consist of money-market funds and certificates of deposit.deposit maturing within 90 days. Their carrying value approximates fair value due to the short maturity and high liquidity of these funds.

Available-for-saleRestricted Cash

Restricted cash represents cash held by state authorities and trading securitiesthe carrying value approximates fair value.

Fixed-Maturity and Equity Securities

Estimated fair values of the Company’savailable-for-sale fixed-maturity and tradingequity securities are determined in accordance with U.S. GAAP, using valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Fair values are generally measured using quoted prices in active markets for identical securities or other inputs that are observable either

23


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

directly or indirectly, such as quoted prices for similar securities. In those instances where observable inputs are not available, fair values are measured using unobservable inputs. Unobservable inputs reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the security and are developed based on the best information available in the circumstances. Fair value estimates derived from unobservable inputs are significantly affected by the assumptions used, including the discount rates and the estimated amounts and timing of future cash flows. The derived fair value estimates cannot be substantiated by comparison to independent markets and are not necessarily indicative of the amounts that would be realized in a current market exchange.

The estimated fair values for securities that do not trade on a daily basis are determined by management, utilizing prices obtained from an independent pricing service and information provided by brokers, which are level 2 inputs. Management reviews the assumptions and methods utilized by the pricing service and then compares the relevant data and pricing to broker-provided data. The Company gains assurance of the overall reasonableness and consistent application of the assumptions and methodologies, and compliance with accounting standards for fair value determination through ongoing monitoring of the reported fair values.

Limited Partnership InvestmentsRevolving Credit Facility

As described in Note 4 — “Investments” under Limited Partnership Investments,From time to time, the Company has interests in limited partnerships which are private equity funds. Pursuant to U.S. GAAP, these funds are required to use fair value accounting; therefore, the estimated fair value approximates the carrying value of these funds.

Revolving Credit Facility

an amount outstanding under a revolving credit facility. The interest rate on the Company’s revolving credit facility wasis variable and is periodically adjusted based on the London Interbank Offered Rate plus a spread. As a result, its carrying value, at December 31, 2016 approximatedwhen outstanding, approximates fair value. In February 2017, this credit facility was converted into a 3.95% three-year promissory note. See Note 8 — “Long-Term Debt” under3.95% Promissory Note.

23

24


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

Long-term debtLong-Term Debt

The following table summarizes components of the Company’s long-term debt and methods used in estimating their fair values:

 

Maturity

Date

Maturity
Date

Valuation Methodology

8%4.75% Convertible Senior Notes

2042

*Closing

Quoted price listed on the New York Stock Exchange

3.875%4.25% Convertible Senior Notes

2037

2019

Quoted price at September 30, 2017;

3.90% Promissory Note

2032

Discounted cash flow method/Level 3 inputs at December 31, 2016

4.25% Convertible Senior Notes3.75% Callable Promissory Note

2037Quoted price

3.95% Promissory Note2036

2020

Discounted cash flow method/Level 3 inputs

4%4.55% Promissory Note

2036

2031

Discounted cash flow method/Level 3 inputs

3.75% Promissory Note

2036Discounted cash flow method/Level 3 inputs

 

*Redeemed on April 3, 2017.

Assets Measured at Estimated Fair Value on a Recurring Basis

The following table presentstables present information about the Company’s financial assets measured at estimated fair value on a recurring basis. The table indicatestables indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value as of SeptemberJune 30, 20172022 and December 31, 2016:2021:

 

  Fair Value Measurements Using     

 

Fair Value Measurements Using

 

 

 

 

  (Level 1)   (Level 2)   (Level 3)  ��Total 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

Total

 

As of September 30, 2017

        

As of June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Financial Assets:

        

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

  $292,438   $—     $—     $292,438 

 

$

360,488

 

 

$

 

 

$

 

 

$

360,488

 

Restricted cash

 

$

2,600

 

 

$

 

 

$

 

 

$

2,600

 

Fixed-maturity securities:

        

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and U.S. government agencies

   45,739    1,502    —      47,241 

 

$

366,134

 

 

$

1,429

 

 

$

 

 

$

367,563

 

Corporate bonds

   121,516    994    —      122,510 

 

 

28,424

 

 

 

 

 

 

 

 

 

28,424

 

State, municipalities, and political subdivisions

   —      76,940    —      76,940 

 

 

 

 

 

1,767

 

 

 

 

 

 

1,767

 

Exchange-traded debt

   9,276    —      —      9,276 

 

 

713

 

 

 

 

 

 

 

 

 

713

 

Redeemable preferred stock

   135    —      —      135 

 

 

104

 

 

 

 

 

 

 

 

 

104

 

  

 

   

 

   

 

   

 

 

Total fixed-maturity securities

   176,666    79,436    —      256,102 

Total available-for-sale securities

 

$

395,375

 

 

$

3,196

 

 

$

 

 

$

398,571

 

Equity securities

   63,023    —      —      63,023 

 

$

35,719

 

 

$

 

 

$

 

 

$

35,719

 

  

 

   

 

   

 

   

 

 

Totalavailable-for-sale securities

   239,689    79,436    —      319,125 
  

 

   

 

   

 

   

 

 

Trading equity securities

   1,003    —      —      1,003 
  

 

   

 

   

 

   

 

 

Total

  $533,130   $79,436   $—     $612,566 
  

 

   

 

   

 

   

 

 

 

25

 

 

Fair Value Measurements Using

 

 

 

 

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

Total

 

As of December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

628,943

 

 

$

 

 

$

 

 

$

628,943

 

Restricted cash

 

$

2,400

 

 

$

 

 

$

 

 

$

2,400

 

Fixed-maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and U.S. government agencies

 

$

15,536

 

 

$

1,488

 

 

$

 

 

$

17,024

 

Corporate bonds

 

 

22,492

 

 

 

 

 

 

 

 

 

22,492

 

State, municipalities, and political subdivisions

 

 

 

 

 

1,808

 

 

 

 

 

 

1,808

 

Exchange-traded debt

 

 

811

 

 

 

 

 

 

 

 

 

811

 

Redeemable preferred stock

 

 

448

 

 

 

 

 

 

 

 

 

448

 

Total available-for-sale securities

 

$

39,287

 

 

$

3,296

 

 

$

 

 

$

42,583

 

Equity securities

 

$

51,740

 

 

$

 

 

$

 

 

$

51,740

 

24


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

   Fair Value Measurements Using     
   (Level 1)   (Level 2)   (Level 3)   Total 

As of December 31, 2016

        

Financial Assets:

        

Cash and cash equivalents

  $280,531   $—     $—     $280,531 
  

 

 

   

 

 

   

 

 

   

 

 

 

Fixed-maturity securities:

        

U.S. Treasury and U.S. government agencies

   1,939    —      —      1,939 

Corporate bonds

   73,519    985    —      74,504 

State, municipalities, and political subdivisions

   —      78,306    —      78,306 

Exchange-traded debt

   11,262    —      —      11,262 

Redeemable preferred stock

   237    —      —      237 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed-maturity securities

   86,957    79,291    —      166,248 

Equity securities

   53,035    —      —      53,035 
  

 

 

   

 

 

   

 

 

   

 

 

 

Totalavailable-for-sale securities

   139,992    79,291    —      219,283 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $420,523   $79,291   $—     $499,814 
  

 

 

   

 

 

   

 

 

   

 

 

 

Assets and Liabilities Carried at Other Than Fair Value

The following tables present fair value information for assets and liabilities that are carried on the consolidated balance sheetsheets at amounts other than fair value as of SeptemberJune 30, 20172022 and December 31, 2016.2021:

 

   Carrying   Fair Value Measurements Using   Estimated 
   Value   (Level 1)   (Level 2)   (Level 3)   Fair Value 

As of September 30, 2017

          

Financial Assets:

          

Limited partnership investments

  $20,998   $—     $—     $20,998   $20,998 

Financial Liabilities:

          

Long-term debt:

          

3.875% Convertible senior notes

  $84,547   $—     $88,874   $—     $88,874 

4.25% Convertible senior notes

   125,581    —      128,656    —      128,656 

3.95% Promissory note

   9,317    —      —      9,361    9,361 

4% Promissory note

   8,321    —      —      8,108    8,108 

3.75% Promissory note

   8,545    —      —      7,984    7,984 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total long-term debt

  $236,311   $—     $217,530   $25,453   $242,983 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

Carrying

 

 

Fair Value Measurements Using

 

 

Estimated

 

 

 

Value

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

Fair Value

 

As of June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.75% Convertible Senior Notes

 

$

166,596

 

 

$

 

 

$

178,522

 

 

$

 

 

$

178,522

 

4.25% Convertible Senior Notes

 

 

23,916

 

 

 

 

 

 

27,143

 

 

 

 

 

 

27,143

 

3.90% Promissory Note

 

 

9,117

 

 

 

 

 

 

 

 

 

8,711

 

 

 

8,711

 

3.75% Callable Promissory Note

 

 

6,973

 

 

 

 

 

 

 

 

 

6,604

 

 

 

6,604

 

4.55% Promissory Note

 

 

5,025

 

 

 

 

 

 

 

 

 

4,959

 

 

 

4,959

 

Total long-term debt

 

$

211,627

 

 

$

 

 

$

205,665

 

 

$

20,274

 

 

$

225,939

 

 

   Carrying   Fair Value Measurements Using   Estimated 
   Value   (Level 1)   (Level 2)   (Level 3)   Fair Value 

As of December 31, 2016

          

Financial Assets:

          

Limited partnership investments

  $29,263   $—     $—     $29,263   $29,263 

Financial Liabilities:

          

Revolving credit facility

  $9,463   $—     $—     $9,463   $9,463 

Long-term debt:

          

8% Senior notes

  $39,448   $—     $41,618   $—     $41,618 

3.875% Convertible senior notes

   81,988    —      —      84,696    84,696 

4% Promissory note

   8,660    —      —      8,664    8,664 

3.75% Promissory note

   8,767    —      —      8,506    8,506 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total long-term debt

  $138,863   $—     $41,618   $101,866   $143,484 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

Carrying

 

 

Fair Value Measurements Using

 

 

Estimated

 

 

 

Value

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

Fair Value

 

As of December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving credit facility

 

$

15,000

 

 

$

 

 

$

15,000

 

 

$

 

 

$

15,000

 

Long-term debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.25% Convertible Senior Notes

 

$

23,885

 

 

$

 

 

$

33,248

 

 

$

 

 

$

33,248

 

3.90% Promissory Note

 

 

9,287

 

 

 

 

 

 

 

 

 

10,488

 

 

 

10,488

 

3.75% Callable Promissory Note

 

 

7,153

 

 

 

 

 

 

 

 

 

7,852

 

 

 

7,852

 

4.55% Promissory Note

 

 

5,148

 

 

 

 

 

 

 

 

 

6,051

 

 

 

6,051

 

Total long-term debt

 

$

45,473

 

 

$

 

 

$

33,248

 

 

$

24,391

 

 

$

57,639

 

Note 7 -- Intangible Assets, Net

The Company’s intangible assets, net consist of the following:

26

 

 

June 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Anchor tenant relationships (a)

 

$

1,761

 

 

$

1,761

 

In-place leases

 

 

4,215

 

 

 

4,215

 

Policy renewal rights - United

 

 

12,384

 

 

 

7,634

 

Non-compete agreements - United (b)

 

 

314

 

 

 

195

 

Total, at cost

 

 

18,674

 

 

 

13,805

 

Less: accumulated amortization

 

 

(4,316

)

 

 

(3,169

)

Intangible assets, net

 

$

14,358

 

 

$

10,636

 

(a)
An anchor tenant is a tenant that attracted more customers than other tenants.
(b)
$119 was fully amortized in June 2022 and $195 was fully amortized in June 2021.

25


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

The remaining weighted-average amortization periods for the intangible assets at June 30, 2022 are summarized in the table below:

Anchor tenant relationships

11.9 years

In-place leases

9.8 years

Policy renewal rights - United

3.7 years

In connection with the Southeast Region assumed business as described in Note 7 —1 -- “Nature of Operations” the Company recorded intangible assets of $4,869 representing the renewal rights and non-compete agreement in exchange for consideration consisting of a 6% commission on any replacement premium which includes $3,800 of commission prepaid up-front. The consideration was estimated at $4,869 with a $1,069 contingent liability. At June 30, 2022 and December 31, 2021, contingent liabilities related to renewal rights intangible assets were $3,488 and $2,419, respectively, with the contingent liabilities included in other liabilities on the consolidated balance sheets.

The renewal rights and non-compete intangible assets acquired do not meet the definition of a business as substantially all of the fair value of the intangible assets acquired are concentrated in a group of similar assets. Therefore, the Company accounted for the purchase of the renewal rights and non-compete intangible assets as an asset acquisition.

Note 8 -- Other Assets

The following table summarizes the Company’s other assets:

 

 

June 30,

 

 

December 31,

 

  September 30,
2017
   December 31,
2016
 

 

2022

 

 

2021

 

Benefits receivable related to retrospective reinsurance contracts

  $1,969   $5,810 

 

$

10,938

 

 

$

3,064

 

Reimbursement receivable under TPA service

 

 

1,519

 

 

 

3,525

 

Prepaid expenses

   2,233    1,581 

 

 

4,560

 

 

 

2,853

 

Deposits

 

 

2,577

 

 

 

406

 

Lease acquisition costs, net

   580    615 

 

 

570

 

 

 

505

 

Restricted cash

   709    600 

Other

   5,970    2,736 

 

 

8,632

 

 

 

4,364

 

  

 

   

 

 

Total other assets

  $11,461   $11,342 

 

$

28,796

 

 

$

14,717

 

  

 

   

 

 

Note 8 — Long-Term Debt9 -- Revolving Credit Facility

In May 2022, the Company repaid the entire credit facility balance of $15,000. For the three months ended June 30, 2022 and 2021, interest expense was $62 and $25, respectively, including $24 and $24 of amortization of issuance costs, respectively. For the six months ended June 30, 2022 and 2021, interest expense was $151 and $129, respectively, including $49 and $49 of amortization of issuance costs, respectively. At June 30, 2022, the Company was in compliance with all required covenants with 0 borrowings outstanding. The following table summarizesborrowing capacity of the Company’s long-term debt.facility is now $65,000.

26

   September 30,
2017
   December 31,
2016
 

8% Senior Notes, redeemed in April 2017

  $—     $40,250 

3.875% Convertible Senior Notes, due March 15, 2019

   89,990    89,990 

4.25% Convertible Senior Notes, due March 1, 2037

   143,750    —   

3.95% Promissory note, due through February 17, 2020

   9,417    —   

4% Promissory note, due through February 1, 2031

   8,468    8,821 

3.75% Promissory note, due through September 1, 2036

   8,692    8,924 
  

 

 

   

 

 

 

Total principal amount

   260,317    147,985 

Less: unamortized discount and issuance costs

   (24,006   (9,122
  

 

 

   

 

 

 

Total long-term debt

  $236,311   $138,863 
  

 

 

   

 

 

 

The following table summarizes future maturities of long-term debt as of September 30, 2017, which takes into consideration the assumption that the 4.25% Convertible Senior Notes are repurchased at the earliest call date.

Due in 12 months following September 30,

  

2017

  $1,039 

2018

   91,070 

2019

   9,815 

2020

   906 

2021

   144,693 

Thereafter

   12,794 
  

 

 

 

Total

  $260,317 
  

 

 

 

27


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

Note 10 -- Long-Term Debt

The following table summarizes the Company’s long-term debt:

 

 

June 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

4.75% Convertible Senior Notes, due June 1, 2042

 

$

172,500

 

 

$

0

 

4.25% Convertible Senior Notes, due March 1, 2037

 

 

23,916

 

 

 

23,916

 

3.90% Promissory Note, due through April 1, 2032

 

 

9,253

 

 

 

9,431

 

3.75% Callable Promissory Note, due through
   
September 1, 2036

 

 

7,060

 

 

 

7,246

 

4.55% Promissory Note, due through August 1, 2036

 

 

5,098

 

 

 

5,225

 

Finance lease liabilities, due through October 15, 2024

 

 

21

 

 

 

31

 

Total principal amount

 

 

217,848

 

 

 

45,849

 

Less: unamortized issuance costs

 

 

(6,200

)

 

 

(345

)

Total long-term debt

 

$

211,648

 

 

$

45,504

 

The following table summarizes future maturities of long-term debt as of June 30, 2022, which takes into consideration the assumption that the 4.75% Convertible Senior Notes and 4.25% Convertible Senior Notes are repurchased at their respective next earliest call dates:

Due in 12 months following June 30,

 

 

 

2022

 

$

1,026

 

2023

 

 

1,057

 

2024

 

 

1,096

 

2025

 

 

1,140

 

2026

 

 

197,603

 

Thereafter

 

 

15,926

 

Total

 

$

217,848

 

Information with respect to interest expense related to long-term debt is as follows:

 

 

Three Months Ended

 

 

Six Months Ended

 

  Three Months Ended
September 30,
   Nine Months Ended
September 30,
 

 

June 30,

 

 

June 30,

 

  2017   2016   2017   2016 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Interest Expense:

        

 

 

 

 

 

 

 

 

 

 

 

 

Contractual interest

  $2,662   $1,810   $7,766   $5,466 

 

$

1,334

 

 

$

1,704

 

 

$

1,806

 

 

$

3,411

 

Non-cash expense (a)

   1,746    862    4,623    2,646 

 

 

119

 

 

 

271

 

 

 

159

 

 

 

539

 

Capitalized interest (b)

   —      —      (61   —   
  

 

   

 

   

 

   

 

 

Total

  $4,408   $2,672   $12,328   $8,112 

 

$

1,453

 

 

$

1,975

 

 

$

1,965

 

 

$

3,950

 

  

 

   

 

   

 

   

 

 

 

(a)Represents amortization of debt discount and issuance costs.
(b)Interest was capitalized for a construction project in Riverview, Florida which is intended for lease.
(a)
Includes amortization of debt issuance costs.

4.75% Convertible Senior Notes

The Company’s Convertible Senior Notes consist of 3.875% Convertible Senior Notes due 2019 (“3.875% Convertible Notes”) and 4.25% Convertible Senior Notes due 2037 (“4.25% Convertible Notes”). The 3.875% Convertible Notes were issued in late 2013 in a private offering for an aggregate principal amount of $103,000. During the first quarter of 2016, the Company repurchased an aggregate of $13,010 in principal, thereby decreasing the aggregate principal balance of its 3.875% Convertible Notes to $89,990. On March 3, 2017,In May 2022, the Company issued 4.25%4.75% Convertible Senior Notes in a private offering for an aggregate principal amount of $143,750.$172,500. The net proceeds of the 4.25%4.75% Convertible Senior Notes were $138,775$166,486 after $4,975$6,014 in related issuance and transaction costs. These notes mature June 1, 2042 and the cash interest is payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2022.

The following table summarizes the principal and interest payment terms of these Convertible Senior Notes:

Convertible Senior Notes

Interest Payment Terms

3.875% Convertible Notes, due March 15, 2019

Semiannually in arrears: March 15 and September 15

4.25% Convertible Notes, due March 1, 2037

Semiannually in arrears: March 1 and September 1

The4.75% Convertible Senior Notes rank equally in right of payment to the Company’s existing and future unsecured and unsubordinated obligations. TheseThe 4.75% Convertible Senior Notes do not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or

27


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

the issuance or repurchase of securities by the Company or any of its subsidiaries. The 4.75% Convertible Senior Notes provide no protection to the note holders in the event of a fundamental change or other corporate transaction involving the Company except those described in each respectivethe indenture. TheseThe 4.75% Convertible Senior Notes do not require a sinking fund to be established for the purpose of redemption. In conjunction with the issuancesissuance of the 4.75% Convertible Senior Notes, the Company entered into prepaida share repurchase forward contracts and share repurchase agreementsagreement providing for the repurchase of shares of the Company’s common stock. See Note 14 — “Stockholders’ Equity”18 -- “Equity” underShare Repurchase Agreements andPrepaid Share Repurchase Forward ContractsAgreement for additional information.

28


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

The following table summarizes information regarding the equity and liability components of the Convertible Senior Notes:

   September 30,
2017
   December 31
2016
 

Principal amount

  $233,740   $89,990 

Unamortized discount

   (18,790   (6,795
  

 

 

   

 

 

 

Liability component – net carrying value before issuance costs

  $214,950   $83,195 
  

 

 

   

 

 

 

Equity component – conversion, net of offering costs

  $31,051   $15,900 
  

 

 

   

 

 

 

Embedded Conversion Feature

The conversion feature of thesethe 4.75% Convertible Senior Notes is subject to conversion rate adjustments upon the occurrence of specified events (including payment of dividends above a specified amount) but will not be adjusted for any accrued and unpaid interest.

3.875% Convertible Notes. Since January 2015, the Company’s cash dividends on common stock have exceeded $0.275 per share, resulting in adjustments to the conversion rate of the 3.875% Convertible Notes. Accordingly, as of September 30, 2017, the conversion rate of the Company’s 3.875% Convertible Notes was 16.1801 shares of common stock for each $1 in principal amount, which was the equivalent of approximately $61.80 per share.

4.25% Convertible Notes. The conversion rate of the 4.25%4.75% Convertible Senior Notes is currently 16.263512.4166 shares of common stock for each $1 in principal amount, which is the equivalent of approximately $61.49$80.54 per share.

The holders of the 4.75% Convertible Senior Notes may convert all or a portion of their Convertible Senior Notesconvertible senior notes during specified periods prior to the maturity date as follows: (1) during any calendar quarter commencing after the calendar quarter ending on the dates specified in each respective indenture,June 30, 2022, if the last reported sale price of the Company’s common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than 130%130% of the conversion price on each applicable trading day; (2) during the fivebusiness-day period after any ten consecutivetrading-day period in which the trading price per $1 principal amount of the 4.75% Convertible Senior Notes is less than 98%98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (3) if specified corporate events, including a change in control, occur; (4) if any or (4)all of the 4.75% Convertible Senior Notes are called for redemption, at any time prior to the close of business on the business day prior to the redemption date; or after(5) during either the dates specified in each respective indenture.period beginning on, and including, March 1, 2027 and ending at the close of business on the business day immediately preceding June 7, 2027, or the period beginning on, and including, March 1, 2042 and ending at the close of business on the business day immediately preceding the maturity date.

The note holders who elect to convert their Convertible Senior Notesconvertible senior notes in connection with a fundamental change as described in the indenturesindenture will be entitled to a “make-whole” adjustment in the form of an increase in the conversion rate. Upon conversion, the Company has optionsthe option to satisfy its conversion obligation by paying or delivering cash, shares of its common stock or a combination of cash and shares of its common stock. As of SeptemberJune 30, 2017,2022, none of the conditions allowing the holders of either class of the 4.75% Convertible Senior Notes to convert had been met.

The Company determined that the 4.75% Convertible Senior Notes’ embedded conversion feature is not a derivative financial instrument but rather is required to be separately accounted for in equity because the Company may elect to settle the conversion option entirely or partially in cash. At issuance, the Company accounted for the equity component of the embedded conversion feature as a reduction in the carrying amount of the debt and an increase in additionalpaid-in capital.does not require bifurcation.

29


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

Embedded Redemption Feature – Fundamental Change

The note holders have the right to require the Company to repurchase for cash all or any portion of the 4.75% Convertible Senior Notes at par prior to the maturity date should any of the fundamental change events described in the indenturesindenture occur. The Company concluded that this embedded redemption feature is not a derivative financial instrument, does not require bifurcation, and that it is not probable at issuance that any of the

28


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

specified fundamental change events will occur. Therefore, this embedded redemption feature is not substantive and will not affect the expected life of the liability component.liability.

Embedded Redemption Feature – Put Option of the Note Holder

At the option of the holders of the 4.25%4.75% Convertible Senior Notes, the Company is required to repurchase for cash all or any portion of the 4.25%4.75% Convertible Senior Notes at par on MarchJune 1, 2022, March2027, June 1, 20272032 or MarchJune 1, 2032.2037. The Company concluded that this embedded feature is not a derivative financial instrument. In addition, based on economic factors at the time when the 4.25% Convertible Notes were issued,instrument and does not require bifurcation. Due to this provision, the Company determined that it is probable thatappropriate to amortize the notedebt issuance costs from the date the debt is issued to the earliest date at which the holders will exercise this option.of the 4.75% Convertible Senior Notes can demand payment. Thus, the Company amortizes the liability component and related issuance costs associated with the 4.25%4.75% Convertible Senior Notes over the period from March 3, 2017May 23, 2022 to MarchJune 1, 2022.2027.

The effective interest ratesrate for the 3.875%4.75% Convertible Notes and the 4.25% ConvertibleSenior Notes, taking into account both cash andnon-cash components, approximate 8.3% and 7.6%, respectively.approximates 5.6%. Had a20-year term been used for the amortization of the liability component and issuance costs of the 4.25%4.75% Convertible Senior Notes, the annual effective interest rate charged to earnings would have been decreased to approximately 5.4%5.0%. As of SeptemberJune 30, 2017,2022, the remaining amortization periodsperiod of the debt discounts wereissuance costs was expected to be 1.54.9 years for the 3.875%4.75% Convertible Notes and 4.4 years for the Senior Notes.

4.25% Convertible Notes.

8% Senior Notes

On April 3, 2017,March 1, 2022, none of the Company redeemed its 8% publicly traded, unsecured senior notes which had unamortized debt issuance costs of $743 at par for $40,805, including accrued and unpaid interest of $555. For the nine months ended September 30, 2017, the Company recognized a loss of $743 associated with the early extinguishment of this debt. The redemption was funded by the net proceeds from the issuanceholders of the 4.25% Convertible Senior Notes.

3.95% Promissory Note

On February 27, 2017,Notes exercised the put option, which would have required the Company converted its outstanding revolving credit facilityto repurchase for cash all or any portion of $9,441 into a three-year mortgage loan primarily collateralized by a retail shopping centerthe notes at par. The Company’s recent cash dividends on common stock have exceeded $0.35 per share, resulting in Melbourne, Florida. Shortly afteradjustments to the loan conversion the Company withdrew an additional amount of $109, thereby increasing the loan amount to $9,550. The loan bears a fixed annual interest rate of 3.95%. Approximately $50the 4.25% Convertible Senior Notes. Accordingly, as of June 30, 2022, the conversion rate of the Company’s 4.25% Convertible Senior Notes was 16.4976 shares of common stock for each $1 in principal and interest is payable in 35 monthly installments beginning March 17, 2017 plus a final balloon paymentamount, which was the equivalent of $8,891 including principal and unpaid interest payable onapproximately $60.61 per share.

The debt issuance costs for the 4.25% Convertible Senior Notes had been fully amortized as of February 17, 2020. The promissory note may be repaid in part or in full at any time without penalty.2022.

Note 11 -- Reinsurance

Reinsurance obtained from other insurance companies

30


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

Note 9 — Reinsurance

The Company cedes a portion of its homeowners’ insurance exposure to other entities under catastrophe excess of loss reinsurance treatiescontracts and a portion of its flood insurance exposure under one quota share reinsurance agreement. Ceded premiums under most catastrophe excess of loss reinsurance contracts are subject to revision resulting from subsequent adjustments in total insured value. Under the terms of the quota share reinsurance agreement, effective January 1, 2017, the Company wasis entitled to a 30%30% ceding commission on ceded premiums written. During the third quarterwritten and a profit commission equal to 10% of 2017, the Company entered into a three-year flood catastrophe excess of loss reinsurance contract effective July 1, 2017. The reinsurance premiums under this three-year contract are generally determined on a quarterly basis based on the premiums associated with the applicable flood total insured valuenet profit.

29


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in force on the last day of the preceding quarter. Effective September 1, 2017, the quotathousands, except share reinsurance agreement was terminated and replaced with a new quotaper share agreement with revised terms and conditions. Under the new agreement, the Company is also entitled to a 30% ceding commission on ceded premiums written.amounts, unless otherwise stated)

The Company remains liable for claims payments in the event that any reinsurer is unable to meet its obligations under the reinsurance agreements. Failure of reinsurers to honor their obligations could result in losses to the Company. The Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities or economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. The Company contracts with a number of reinsurers to secure its annual reinsurance coverage, which generally becomes effective June 1st1st of each year. The Company purchases reinsurance each year taking into consideration probable maximum losses and reinsurance market conditions.

The impact of the reinsurance treatiescontracts on premiums written and earned is as follows:

 

 

Three Months Ended

 

 

Six Months Ended

 

  Three Months Ended
September 30,
   Nine Months Ended
September 30,
 

 

June 30,

 

 

June 30,

 

  2017   2016   2017   2016 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Premiums Written:

        

 

 

 

 

 

 

 

 

 

 

 

 

Direct

  $94,935   $93,282   $301,930   $308,682 

 

$

187,792

 

 

$

143,224

 

 

$

359,773

 

 

$

253,355

 

Assumed

   (63   (18   (1,184   (377

 

 

(1,640

)

 

 

41,754

 

 

 

3,673

 

 

 

57,471

 

  

 

   

 

   

 

   

 

 

Gross written

   94,872    93,264    300,746    308,305 

 

 

186,152

 

 

 

184,978

 

 

 

363,446

 

 

 

310,826

 

Ceded

   (44,704   (29,242   (101,528   (105,998

 

 

(56,205

)

 

 

(46,436

)

 

 

(109,367

)

 

 

(89,535

)

  

 

   

 

   

 

   

 

 

Net premiums written

  $50,168   $64,022   $199,218   $202,307 

 

$

129,947

 

 

$

138,542

 

 

$

254,079

 

 

$

221,291

 

  

 

   

 

   

 

   

 

 

Premiums Earned:

        

 

 

 

 

 

 

 

 

 

 

 

 

Direct

  $87,118   $92,112   $259,698   $283,011 

 

$

164,887

 

 

$

115,733

 

 

$

313,733

 

 

$

226,025

 

Assumed

   1,551    430    10,678    3,262 

 

 

16,237

 

 

 

23,707

 

 

 

46,316

 

 

 

44,357

 

  

 

   

 

   

 

   

 

 

Gross earned

   88,669    92,542    270,376    286,273 

 

 

181,124

 

 

 

139,440

 

 

 

360,049

 

 

 

270,382

 

Ceded

   (44,705   (29,242   (101,529   (105,998

 

 

(56,205

)

 

 

(46,436

)

 

 

(109,367

)

 

 

(89,535

)

  

 

   

 

   

 

   

 

 

Net premiums earned

  $43,964   $63,300   $168,847   $180,275 

 

$

124,919

 

 

$

93,004

 

 

$

250,682

 

 

$

180,847

 

  

 

   

 

   

 

   

 

 

During the three and ninesix months ended SeptemberJune 30, 2017, reinsurance recoveries2022, the Company recognized ceded losses of $213,746$2,517 and $213,751,$3,387, respectively, were deducted fromas reductions in losses incurred.and loss adjustment expenses. During the three and ninesix months ended SeptemberJune 30, 2016,2021, the Company recognized ceded losses of $487 and $594, respectively, as reductions in losses and loss adjustment expenses. At June 30, 2022 and December 31, 2021, there were no recoveries pertaining45 and 55 reinsurers, respectively, participating in the Company’s reinsurance program. Total net amounts recoverable and receivable from reinsurers at June 30, 2022 and December 31, 2021 were $53,482 and $76,650, respectively. Approximately 54.9% of the reinsurance recoverable balance at June 30, 2022 was receivable from 3 reinsurers, one of which was the Florida Hurricane Catastrophe Fund, a tax-exempt state trust fund. Based on all available information considered in the rating-based method, the Company recognized decreases in credit loss expense of $17 and $28 for the three and six months ended June 30, 2022, respectively. For the three and six months ended June 30, 2021, the Company derecognized credit loss expenses of $16 and $28, respectively. Allowances for credit losses related to the reinsurance recoverable balance were $62 and $90 at June 30, 2022 and December 31, 2021, respectively.

One of the existing reinsurance contracts includes retrospective provisions that adjust premiums in the event losses are minimal or zero. Prior to June 1, 2022, there were deducted from losses incurred. The recoveriestwo reinsurance contracts with retrospective provisions. For the three and six months ended June 30, 2022, the Company recognized reductions in 2017 werepremiums ceded of $6,390 and $7,874, respectively, related to Hurricane Irma whichthese adjustments in the consolidated statements of income. For the three and six months ended June 30, 2021, the Company recognized reductions in premiums ceded of $3,575 and $8,255, respectively. See Note 20 -- “Commitments and Contingencies” for additional information.

 

3130


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

made landfall in the Florida Peninsula and caused significant property damages across the region. At September 30, 2017 and December 31, 2016, there were 37 and 35 reinsurers, respectively, participating in the Company’s reinsurance program. Amounts receivable with respectpursuant to reinsurers at September 30, 2017 and December 31, 2016 were $213,746 and $0, respectively. Included in the amounts receivable at September 30, 2017 was $7,400 related to the Company’s contract with Oxbridge Reinsurance Limited, a related party. Approximately 31.3% of the reinsurance recoverable balance at September 30, 2017 was concentrated in two reinsurers. Based on the insurance ratings, the payment history and the financial strength of the reinsurers, management believes there was no significant credit risk associated with its reinsurers’ obligations to perform on any prepaid reinsurance contract and to fund any reinsurance recoverable balance as of September 30, 2017.

Certain of the reinsurance contracts include retrospective provisions that adjust premiums, increase the amount of future coverage, or result in a profit commission in the event losses are minimal or zero. The Company’s preliminary losses related to Hurricane Irma before reinsurance recoveries are estimated to be in the range of $250,000 to $300,000. As a result, the balances of previously accrued benefits and deferred reinsurance premiums were adjusted with the changes recognized in the consolidated statement of income as additional ceded premiums. For the three and nine months ended September 30, 2017, the Company recognized net ceded premiums of $12,464 and $5,508, respectively, related to these adjustments. Included in these amounts attributable to the Company’s contract with Oxbridge for the three and nine months ended September 30, 2017 were $2,415 and $903, respectively. In contrast, these adjustments were reflected as a net reduction in ceded premiums of $3,428 for the three months ended September 30, 2016, of which $594 related to the Company’s contract with Oxbridge. For the nine months ended September 30, 2016, these adjustments were $9,250, of which $1,334 related to the Company’s contract with Oxbridge. In June 2016, the Company received a total of $37,800 in cash benefits related to two retrospective reinsurance contracts that terminated May 31, 2016 of which $7,560 was received from Oxbridge. In September 2016, the Company received the final cash payment of $5,716 under the terms of the remaining retrospective reinsurance contract which terminated May 31, 2016.

In addition, these adjustments are reflected in other assets and prepaid reinsurance premiums.assets. At SeptemberJune 30, 20172022 and December 31, 2016,2021, other assets included $1,969$10,938 and $5,810, respectively, of which $393 and $1,043 related to the contract with Oxbridge and prepaid reinsurance premiums included $484 and $2,152, respectively, of which $85 and $338 related to the contract with Oxbridge.$3,064, respectively. Management believes the credit risk associated with the collectability of these accrued benefits is minimal as the amount receivable is concentrated with one reinsurerreinsurers with good credit ratings and the Company monitors the creditworthiness of this reinsurerthese reinsurers based on available information about theeach reinsurer’s financial position.condition.

Reinsurance provided to other insurance companies

32


HCI GROUP, INC. AND SUBSIDIARIESFor the three and six months ended June 30, 2022, $20,639 and $27,488, respectively, of assumed premiums written related to the Northeast Region’s insurance policies were derecognized, which primarily resulted from the return of the unearned portion of assumed written premiums subsequent to the Company’s renewal and/or replacement of insurance policies in Massachusetts. For the three and six months ended June 30, 2021, assumed premiums written were $41,754 and $57,471, respectively. At June 30, 2022, the Company had a net balance of $1,772 due to United related to the Northeast Region, consisting of payable on paid losses and loss adjustment expenses of $1,522 and premiums payable of $329, offset by ceding commission receivable of $79. At December 31, 2021, the Company had a net balance of $4,486 due to United related to the Northeast Region, consisting of ceding commission payable of $535 and payable on paid losses and loss adjustment expenses of $4,017, offset by premiums receivable of $66.

NotesEffective December 31, 2021, the Company entered into a separate agreement to Consolidated Financial Statements (unaudited)provide 85% quota share reinsurance on United’s personal lines insurance policies in the states of Georgia, South Carolina and North Carolina through May 31, 2022. Effective June 1, 2022, the Company entered into a new agreement to provide 100% quota share reinsurance on United’s personal lines insurance policies in the Southeast Region. For the three and six months ended June 30, 2022, assumed premiums written related to the Southeast Region’s insurance policies were $18,999 and $31,161, respectively. At June 30, 2022, the Company had a net balance of $9,329 due to United, consisting of premiums payable of $14,027 and payable on paid losses and loss adjustment expenses of $2,780, offset by ceding commission receivable of $4,861 and a catastrophe cost allowance receivable of $2,617. At December 31, 2021, there was an amount receivable from United of $23,325, net of a ceding commission of $8,835 and a catastrophe cost allowance of $3,181.

(Amounts in thousands, exceptAt June 30, 2022 and December 31, 2021, the balance of funds withheld for assumed business related to the Company’s quota share reinsurance agreements with United was $82,468and per share amounts, unless otherwise stated)$73,716, respectively.

Note 10 —12 -- Losses and Loss Adjustment Expenses

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

The Company primarily writes insurance in the state of Florida,states which could be exposed to hurricanes or other natural catastrophes. The occurrence of a major catastrophe could have a significant effect on the Company’s quarterly results and cause a temporary disruption of the normal operations of the Company. However, the Company is unable to predict the frequency or severity of any such events that may occur in the near term or thereafter.

31


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

Activity in the liability for unpaid losses and loss adjustment expensesLAE is summarized as follows:

 

  Three Months Ended
September 30,
   Nine Months Ended
September 30,
 

 

Three Months Ended

 

 

Six Months Ended

 

  2017   2016   2017   2016 

 

June 30,

 

 

June 30,

 

Gross balance, beginning of period

  $73,089   $54,727   $70,492   $51,690 

Less: reinsurance recoverable

   5    —      —      —   
  

 

   

 

   

 

   

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net balance, beginning of period

   73,084    54,727    70,492    51,690 

Net balance, beginning of period*

 

$

179,837

 

 

$

144,630

 

 

$

172,410

 

 

$

141,065

 

Incurred, net of reinsurance, related to:

        

 

 

 

 

 

 

 

 

 

 

 

 

Current period

   78,337    21,283    123,710    68,703 

 

 

78,448

 

 

 

51,310

 

 

 

148,524

 

 

 

93,230

 

Prior period

   10,894    4,626    18,715    10,558 

 

 

8,382

 

 

 

4,607

 

 

 

11,010

 

 

 

8,438

 

  

 

   

 

   

 

   

 

 

Total incurred, net of reinsurance

   89,231    25,909    142,425    79,261 

 

 

86,830

 

 

 

55,917

 

 

 

159,534

 

 

 

101,668

 

  

 

   

 

   

 

   

 

 

Paid, net of reinsurance, related to:

        

 

 

 

 

 

 

 

 

 

 

 

 

Current period

   (20,888   (16,078   (40,392   (38,674

 

 

(37,627

)

 

 

(20,006

)

 

 

(56,423

)

 

 

(27,602

)

Prior period

   (10,484   (7,363   (41,582   (35,082

 

 

(32,626

)

 

 

(25,640

)

 

 

(79,107

)

 

 

(60,230

)

  

 

   

 

   

 

   

 

 

Total paid, net of reinsurance

   (31,372   (23,441   (81,974   (73,756

 

 

(70,253

)

 

 

(45,646

)

 

 

(135,530

)

 

 

(87,832

)

  

 

   

 

   

 

   

 

 

Net balance, end of period

   130,943    57,195    130,943    57,195 

 

 

196,414

 

 

 

154,901

 

 

 

196,414

 

 

 

154,901

 

Add: reinsurance recoverable

   213,729    —      213,729    —   
  

 

   

 

   

 

   

 

 

Add: reinsurance recoverable before allowance for
credit losses

 

 

42,410

 

 

 

48,884

 

 

 

42,410

 

 

 

48,884

 

Gross balance, end of period

  $344,672   $57,195   $344,672   $57,195 

 

$

238,824

 

 

$

203,785

 

 

$

238,824

 

 

$

203,785

 

  

 

   

 

   

 

   

 

 

*Net balance represents beginning-of-period liability for unpaid losses and LAE less beginning-of-period reinsurance recoverable for unpaid losses and LAE.

The establishment of loss and LAE reserves is an inherently uncertain process and changes in loss and LAE reserve estimates are expected as these estimates are subject to the outcome of future events. Changes in estimates, or differences between estimates and amounts ultimately paid, are reflected in the operating results of the period during which such estimates are adjusted. During the three and ninesix months ended SeptemberJune 30, 2017,2022, the Company incurred $267,000 of estimated gross losses or $54,000 of estimated netrecognized losses related to Hurricane Irmaprior periods of $8,382 and experienced unfavorable development$11,010, respectively, primarily to increase the reserve resulting from increased litigation. Loss and LAE expenses for the three and six months ended June 30, 2022 included estimated losses, net of $10,894reinsurance, of approximately $10,438 and $18,715,$23,399, respectively, related to policies assumed from United. In addition, the Company recognized $5,811 and $11,932, respectively, of which $9,442losses related to weather events in Florida during the three and $17,438, respectively, pertain to claims in the 2015 and 2016 loss years.six months ended June 30, 2022.

32

33


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

Note 11 —13 -- Segment Information

The Company’s businesses consistCompany identifies its operating divisions or segments based on managerial emphasis, organizational structure and revenue source. In the first quarter of four operating divisions:2021, the Company reorganized its operations to focus on specific business segments, resulting in the creation of TTIG with a separate workforce, board of directors and financial reporting structure. Companies under TTIG include TypTap, TypTap Management Company, Exzeo USA, Inc., and Cypress Tech Development Company, Inc., the parent company of an India company, Exzeo Software Private Limited. TTIG and its subsidiaries are considered a new reporting segment known as TypTap Group. The Company has 4 reportable segments: HCPCI insurance operations, TypTap Group, real estate operations, and corporate and other. Due to their economic characteristics, the Company’s property and casualty insurance division and reinsurance investmentoperations, excluding the insurance operations under TypTap Group, are grouped together into one reportable segment under HCPCI insurance operations. The TypTap Group segment includes its property and casualty insurance operations, information technology operations and its management company’s activities. The real estate operations segment includes companies engaged in operating commercial properties the Company owns for investment purposes or for use in its own operations. The corporate and information technology.other segment represents the activities of the holding companies and any other companies that do not meet the quantitative and qualitative thresholds for a reportable segment. The determination of segments may change over time due to changes in operational emphasis, revenues, and results of operations. The Company’s chief executive officer, who serves as the Company’s chief operating decision maker, evaluates each division’s financial and operating performancesperformance based on revenue and operating income. The Company aggregates its operating divisions into segments based on organizational structure and revenue source.

Due to their economic characteristics, the Company’s property and casualty insurance division and reinsurance division are grouped together into one reportable segment under insurance operations. For the three months ended SeptemberJune 30, 20172022 and 2016,2021, revenues from the Company’sHCPCI insurance operations segment before intracompany elimination represented 96.1%69.8% and 94.8%77.6%, respectively, and revenues from the TypTap Group segment represented 27.9% and 20.3%, respectively, of total revenues of all operating segments. For the ninesix months ended SeptemberJune 30, 20172022 and 2016,2021, revenues from the Company’sHCPCI insurance operations segment before intracompany elimination represented 96.4%69.8% and 77.8%, respectively, and revenues from the TypTap Group segment represented 28.1% and 18.9%, respectively, of total revenues of all operating segments in each of the periods.segments. At SeptemberJune 30, 20172022 and December 31, 2016,2021, HCPCI insurance operations’ total assets represented 90.7%55.2% and 87.9%58.7%, respectively, and TypTap Group’s total assets represented 33.1% and 29.3%, respectively, of the combined assets of all operating segments. There was no other operating division representing ten percent or more of the Company’s total revenues or combined assets. In addition, there was no other operating division representing ten percent or more of the greater,

33


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in absolute amount, of the combined profits of all operating divisions reporting a profit or the combined losses of all operating divisions reporting a loss. thousands, except share and per share amounts, unless otherwise stated)

The following tables present segment information reconciled to the Company’s consolidated statements of income. Othernon-reportable divisions are combined and disclosed in Corporate and Other. Intersegment transactions are not eliminated from segment results. However, intracompany transactions are eliminated in segment results below.

 

 

 

HCPCI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance

 

 

TypTap

 

 

Real

 

 

Corporate/

 

 

Reclassification/

 

 

 

 

For Three Months Ended June 30, 2022

 

Operations

 

 

Group

 

 

Estate (a)

 

 

Other (b)

 

 

Elimination

 

 

Consolidated

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums earned (c)

 

$

115,636

 

 

$

67,443

 

 

$

 

 

$

 

 

$

(1,955

)

 

$

181,124

 

Premiums ceded

 

 

(36,979

)

 

 

(20,629

)

 

 

 

 

 

 

 

 

1,403

 

 

 

(56,205

)

Net premiums earned

 

 

78,657

 

 

 

46,814

 

 

 

 

 

 

 

 

 

(552

)

 

 

124,919

 

Net (loss) income from investment portfolio

 

 

(1,446

)

 

 

283

 

 

 

 

 

 

(1,228

)

 

 

1,835

 

 

 

(556

)

Policy fee income

 

 

628

 

 

 

424

 

 

 

 

 

 

 

 

 

 

 

 

1,052

 

Other

 

 

414

 

 

 

532

 

 

 

2,765

 

 

 

1,472

 

 

 

(4,672

)

 

 

511

 

Total revenue

 

 

78,253

 

 

 

48,053

 

 

 

2,765

 

 

 

244

 

 

 

(3,389

)

 

 

125,926

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

 

48,692

 

 

 

38,692

 

 

 

 

 

 

 

 

 

(554

)

 

 

86,830

 

Amortization of deferred policy acquisition costs

 

 

15,904

 

 

 

7,167

 

 

 

 

 

 

 

 

 

 

 

 

23,071

 

Other policy acquisition expenses

 

 

679

 

 

 

3,135

 

 

 

 

 

 

 

 

 

 

 

 

3,814

 

Stock-based compensation expense

 

 

1,187

 

 

 

897

 

 

 

 

 

 

2,158

 

 

 

 

 

 

4,242

 

Interest expense

 

 

 

 

 

211

 

 

 

224

 

 

 

1,291

 

 

 

(211

)

 

 

1,515

 

Depreciation and amortization

 

 

153

 

 

 

774

 

 

 

606

 

 

 

302

 

 

 

(600

)

 

 

1,235

 

Personnel and other operating expenses

 

 

7,738

 

 

 

8,526

 

 

 

626

 

 

 

1,913

 

 

 

(2,024

)

 

 

16,779

 

Total expenses

 

 

74,353

 

 

 

59,402

 

 

 

1,456

 

 

 

5,664

 

 

 

(3,389

)

 

 

137,486

 

Income (loss) before income taxes

 

$

3,900

 

 

$

(11,349

)

 

$

1,309

 

 

$

(5,420

)

 

$

 

 

$

(11,560

)

Total revenue from non-affiliates (d)

 

$

76,276

 

 

$

49,009

 

 

$

2,427

 

 

$

(359

)

 

 

 

 

 

 

Gross premiums written

 

$

113,139

 

 

$

73,013

 

 

 

 

 

 

 

 

 

 

 

 

 

34

(a)
Other revenue under real estate primarily consisted of rental income from investment properties.
(b)
Other revenue under corporate and other primarily consisted of revenue from marina business.
(c)
Gross premiums earned under HCPCI Insurance Operations consist of $113,681 from HCPCI and $1,955 from a reinsurance company.
(d)
Represents amounts before reclassification of certain revenue and expenses to conform with an insurance company’s presentation.

34


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

Three Months Ended September 30, 2017  Insurance
Operations
   Corporate/
Other(a)
   Reclassification/
Elimination
   Consolidated 

 

HCPCI

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance

 

 

TypTap

 

 

Real

 

 

Corporate/

 

 

Reclassification/

 

 

 

 

For Three Months Ended June 30, 2021

 

Operations

 

 

Group

 

 

Estate (a)

 

 

Other (b)

 

 

Elimination

 

 

Consolidated

 

Revenue:

        

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums earned (c)

 

$

102,850

 

 

$

39,000

 

 

$

 

 

$

 

 

$

(2,410

)

 

$

139,440

 

Premiums ceded

 

 

(36,101

)

 

 

(12,585

)

 

 

 

 

 

 

 

 

2,250

 

 

 

(46,436

)

Net premiums earned

  $43,964   $—     $—     $43,964 

 

 

66,749

 

 

 

26,415

 

 

 

 

 

 

 

 

 

(160

)

 

 

93,004

 

Net investment income

   2,563    623    (308   2,878 

Net realized and unrealized investment (losses) gains

   (226   74    —      (152

Net other-than-temporary impairment losses

   (464   (10   —      (474

Net income from investment portfolio

 

 

3,550

 

 

 

495

 

 

 

 

 

 

2,392

 

 

 

294

 

 

 

6,731

 

Policy fee income

   905    —      —      905 

 

 

701

 

 

 

291

 

 

 

 

 

 

 

 

 

 

 

 

992

 

Other

   85    2,706    (2,422   369 

 

 

812

 

 

 

475

 

 

 

2,379

 

 

 

267

 

 

 

(3,156

)

 

 

777

 

  

 

   

 

   

 

   

 

 

Total revenue

   46,827    3,393    (2,730   47,490 

 

 

71,812

 

 

 

27,676

 

 

 

2,379

 

 

 

2,659

 

 

 

(3,022

)

 

 

101,504

 

  

 

   

 

   

 

   

 

 

Expenses:

        

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

   89,231    —      —      89,231 

 

 

39,641

 

 

 

16,440

 

 

 

 

 

 

 

 

 

(164

)

 

 

55,917

 

Amortization of deferred policy acquisition costs

   9,031    —      —      9,031 

 

 

20,540

 

 

 

5,553

 

 

 

 

 

 

 

 

 

 

 

 

26,093

 

Other policy acquisition expenses

 

 

(5,070

)

 

 

2,021

 

 

 

 

 

 

 

 

 

125

 

 

 

(2,924

)

Stock-based compensation expense

 

 

937

 

 

 

1,600

 

 

 

 

 

 

1,618

 

 

 

 

 

 

4,155

 

Interest expense

   —      4,408    —      4,408 

 

 

 

 

 

 

 

 

259

 

 

 

1,766

 

 

 

(25

)

 

 

2,000

 

Depreciation and amortization

   33    785    (494   324 

 

 

18

 

 

 

312

 

 

 

574

 

 

 

364

 

 

 

(605

)

 

 

663

 

Other

   7,155    5,595    (2,236   10,514 
  

 

   

 

   

 

   

 

 

Personnel and other operating expenses

 

 

4,665

 

 

 

6,233

 

 

 

1,317

 

 

 

641

 

 

 

(2,353

)

 

 

10,503

 

Total expenses

   105,450    10,788    (2,730   113,508 

 

 

60,731

 

 

 

32,159

 

 

 

2,150

 

 

 

4,389

 

 

 

(3,022

)

 

 

96,407

 

  

 

   

 

   

 

   

 

 

Loss before income taxes

  $(58,623  $(7,395  $—     $(66,018
  

 

   

 

   

 

   

 

 

Income (loss) before income taxes

 

$

11,081

 

 

$

(4,483

)

 

$

229

 

 

$

(1,730

)

 

$

 

 

$

5,097

 

Total revenue from non-affiliates (d)

 

$

70,914

 

 

$

27,813

 

 

$

2,041

 

 

$

2,715

 

 

 

 

 

 

 

Gross premiums written

 

$

124,222

 

 

$

60,725

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2016  Insurance
Operations
   Corporate/
Other(a)
   Reclassification/
Elimination
   Consolidated 

Revenue:

        

Net premiums earned

  $63,300   $—     $—     $63,300 

Net investment income

   2,316    989    (520   2,785 

Net realized investment gains

   532    51    —      583 

Net other-than-temporary impairment losses

   (225   1    —      (224

Policy fee income

   972    —      —      972 

Gain on bargain purchase

   —      2,071    —      2,071 

Other

   106    2,001    (1,786   321 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

   67,001    5,113    (2,306   69,808 
  

 

 

   

 

 

   

 

 

   

 

 

 

Expenses:

        

Losses and loss adjustment expenses

   25,909    —      —      25,909 

Amortization of deferred policy acquisition costs

   9,335    —      —      9,335 

Interest expense

   —      2,672    —      2,672 

Depreciation and amortization

   31    419    (147   303 

Other

   8,426    5,293    (2,159   11,560 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

   43,701    8,384    (2,306   49,779 
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

  $23,300   $(3,271  $—     $20,029 
  

 

 

   

 

 

   

 

 

   

 

 

 
(a)
Other revenue under real estate primarily consisted of rental income from investment properties.
(b)
Other revenue under corporate and other primarily consisted of revenue from marina business.
(c)
Gross premiums earned under HCPCI Insurance Operations consist of $100,440 from HCPCI and $2,410 from a reinsurance company.
(d)
Represents amounts before reclassification of certain revenue and expenses to conform with an insurance company’s presentation.

(a)Other revenue under corporate and other primarily consisted of rental income from investment properties and revenue from restaurant and marina businesses.

 

35


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

Nine Months Ended September 30, 2017  Insurance
Operations
   Corporate/
Other(a)
   Reclassification/
Elimination
   Consolidated 

 

HCPCI

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance

 

 

TypTap

 

 

Real

 

 

Corporate/

 

 

Reclassification/

 

 

 

 

For Six Months Ended June 30, 2022

 

Operations

 

 

Group

 

 

Estate (a)

 

 

Other (b)

 

 

Elimination

 

 

Consolidated

 

Revenue:

        

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums earned (c)

 

$

234,941

 

 

$

128,065

 

 

$

 

 

$

 

 

$

(2,957

)

 

$

360,049

 

Premiums ceded

 

 

(73,932

)

 

 

(37,562

)

 

 

 

 

 

 

 

 

2,127

 

 

 

(109,367

)

Net premiums earned

  $168,847   $—     $—     $168,847 

 

 

161,009

 

 

 

90,503

 

 

 

 

 

 

 

 

 

(830

)

 

 

250,682

 

Net investment income

   7,153    2,099    (730   8,522 

Net realized and unrealized investment gains

   2,193    157    —      2,350 

Net other-than-temporary impairment losses

   (854   (10   —      (864

Net (loss) income from investment portfolio

 

 

(2,903

)

 

 

267

 

 

 

 

 

 

(912

)

 

 

1,970

 

 

 

(1,578

)

Policy fee income

   2,721    —      —      2,721 

 

 

1,282

 

 

 

827

 

 

 

 

 

 

 

 

 

 

 

 

2,109

 

Other

   428    8,063    (7,284   1,207 

 

 

1,661

 

 

 

1,001

 

 

 

5,168

 

 

 

2,308

 

 

 

(8,385

)

 

 

1,753

 

  

 

   

 

   

 

   

 

 

Total revenue

   180,488    10,309    (8,014   182,783 

 

 

161,049

 

 

 

92,598

 

 

 

5,168

 

 

 

1,396

 

 

 

(7,245

)

 

 

252,966

 

  

 

   

 

   

 

   

 

 

Expenses:

        

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

   142,425    —      —      142,425 

 

 

92,687

 

 

 

67,680

 

 

 

 

 

 

 

 

 

(833

)

 

 

159,534

 

Amortization of deferred policy acquisition costs

   26,668    —      —      26,668 

 

 

35,006

 

 

 

16,589

 

 

 

 

 

 

 

 

 

 

 

 

51,595

 

Other policy acquisition expenses

 

 

1,342

 

 

 

3,418

 

 

 

 

 

 

 

 

 

 

 

 

4,760

 

Stock-based compensation expense

 

 

2,331

 

 

 

1,782

 

 

 

 

 

 

4,466

 

 

 

 

 

 

8,579

 

Interest expense

   —      12,328    —      12,328 

 

 

 

 

 

411

 

 

 

451

 

 

 

1,665

 

 

 

(411

)

 

 

2,116

 

Loss on repurchases of senior notes

   —      743    —      743 

Depreciation and amortization

   94    2,227    (1,425   896 

 

 

267

 

 

 

1,335

 

 

 

1,211

 

 

 

474

 

 

 

(1,223

)

 

 

2,064

 

Other

   22,601    16,282    (6,589   32,294 
  

 

   

 

   

 

   

 

 

Personnel and other operating expenses

 

 

15,056

 

 

 

16,019

 

 

 

1,933

 

 

 

3,647

 

 

 

(4,778

)

 

 

31,877

 

Total expenses

   191,788    31,580    (8,014   215,354 

 

 

146,689

 

 

 

107,234

 

 

 

3,595

 

 

 

10,252

 

 

 

(7,245

)

 

 

260,525

 

  

 

   

 

   

 

   

 

 

Loss before income taxes

  $(11,300  $(21,271  $—     $(32,571
  

 

   

 

   

 

   

 

 

Income (loss) before income taxes

 

$

14,360

 

 

$

(14,636

)

 

$

1,573

 

 

$

(8,856

)

 

$

 

 

$

(7,559

)

Total revenue from non-affiliates (d)

 

$

158,009

 

 

$

93,832

 

 

$

4,491

 

 

$

90

 

 

 

 

 

 

 

Gross premiums written

 

$

204,280

 

 

$

159,166

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2016  Insurance
Operations
   Corporate/
Other(a)
   Reclassification/
Elimination
   Consolidated 

Revenue:

        

Net premiums earned

  $180,275   $—     $—     $180,275 

Net investment income

   5,802    876    (678   6,000 

Net realized investment gains

   856    43    —      899 

Net other-than-temporary impairment losses

   (1,426   (15   —      (1,441

Policy fee income

   2,967    —      —      2,967 

Gain on repurchases of convertible senior notes

   —      153    —      153 

Gain on bargain purchase

   —      2,071    —      2,071 

Other

   543    5,808    (5,200   1,151 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

   189,017    8,936    (5,878   192,075 
  

 

 

   

 

 

   

 

 

   

 

 

 

Expenses:

        

Losses and loss adjustment expenses

   79,261    —      —      79,261 

Amortization of deferred policy acquisition costs

   28,674    —      —      28,674 

Interest expense

   —      8,112    —      8,112 

Depreciation and amortization

   131    1,191    (335   987 

Other

   25,159    14,470    (5,543   34,086 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

   133,225    23,773    (5,878   151,120 
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

  $55,792   $(14,837  $—     $40,955 
  

 

 

   

 

 

   

 

 

   

 

 

 
(a)
Other revenue under real estate primarily consisted of rental income from investment properties.
(b)
Other revenue under corporate and other primarily consisted of revenue from marina business.
(c)
Gross premiums earned under HCPCI Insurance Operations consist of $231,984 from HCPCI and $2,957 from a reinsurance company.
(d)
Represents amounts before reclassification of certain revenue and expenses to conform with an insurance company’s presentation.

(a)Other revenue under corporate and other primarily consisted of rental income from investment properties and revenue from restaurant and marina businesses.

 

36


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

 

 

HCPCI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance

 

 

TypTap

 

 

Real

 

 

Corporate/

 

 

Reclassification/

 

 

 

 

For Six Months Ended June 30, 2021

 

Operations

 

 

Group

 

 

Estate (a)

 

 

Other (b)

 

 

Elimination

 

 

Consolidated

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums earned (c)

 

$

207,371

 

 

$

67,811

 

 

$

 

 

$

 

 

$

(4,800

)

 

$

270,382

 

Premiums ceded

 

 

(72,081

)

 

 

(22,094

)

 

 

 

 

 

 

 

 

4,640

 

 

 

(89,535

)

Net premiums earned

 

 

135,290

 

 

 

45,717

 

 

 

 

 

 

 

 

 

(160

)

 

 

180,847

 

Net income from investment portfolio

 

 

4,430

 

 

 

831

 

 

 

 

 

 

3,887

 

 

 

3,021

 

 

 

12,169

 

Policy fee income

 

 

1,413

 

 

 

549

 

 

 

 

 

 

 

 

 

 

 

 

1,962

 

Other

 

 

1,333

 

 

 

650

 

 

 

7,513

 

 

 

827

 

 

 

(8,923

)

 

 

1,400

 

Total revenue

 

 

142,466

 

 

 

47,747

 

 

 

7,513

 

 

 

4,714

 

 

 

(6,062

)

 

 

196,378

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

 

73,080

 

 

 

28,752

 

 

 

 

 

 

 

 

 

(164

)

 

 

101,668

 

Amortization of deferred policy acquisition costs

 

 

33,287

 

 

 

10,190

 

 

 

 

 

 

 

 

 

 

 

 

43,477

 

Other policy acquisition expenses

 

 

(246

)

 

 

3,062

 

 

 

 

 

 

 

 

 

(59

)

 

 

2,757

 

Stock-based compensation expense

 

 

1,698

 

 

 

1,967

 

 

 

 

 

 

2,832

 

 

 

 

 

 

6,497

 

Interest expense

 

 

 

 

 

90

 

 

 

741

 

 

 

3,518

 

 

 

(270

)

 

 

4,079

 

Depreciation and amortization

 

 

38

 

 

 

600

 

 

 

1,161

 

 

 

540

 

 

 

(1,238

)

 

 

1,101

 

Personnel and other operating expenses

 

 

9,723

 

 

 

11,355

 

 

 

2,518

 

 

 

2,335

 

 

 

(4,331

)

 

 

21,600

 

Total expenses

 

 

117,580

 

 

 

56,016

 

 

 

4,420

 

 

 

9,225

 

 

 

(6,062

)

 

 

181,179

 

Income (loss) before income taxes

 

$

24,886

 

 

$

(8,269

)

 

$

3,093

 

 

$

(4,511

)

 

$

 

 

$

15,199

 

Total revenue from non-affiliates (d)

 

$

141,114

 

 

$

48,192

 

 

$

6,836

 

 

$

4,239

 

 

 

 

 

 

 

Gross premiums written

 

$

205,210

 

 

$

105,615

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
Other revenue under real estate primarily consisted of rental income from investment properties.
(b)
Other revenue under corporate and other primarily consisted of revenue from marina business.
(c)
Gross premiums earned under HCPCI Insurance Operations consist of $202,571 from HCPCI and $4,800 from a reinsurance company.
(d)
Represents amounts before reclassification of certain revenue and expenses to conform with an insurance company’s presentation.

The following table presents segment assets reconciled to the Company’s total assets inon the consolidated balance sheets.sheets:

 

  September 30,
2017
   December 31,
2016
 

 

June 30,

 

 

December 31,

 

Segment:

    

Insurance Operations

  $871,601   $651,927 

 

2022

 

 

2021

 

Segments:

 

 

 

 

 

 

HCPCI Insurance Operations

 

$

635,564

 

 

$

676,509

 

TypTap Group

 

 

431,610

 

 

 

369,600

 

Real Estate Operations

 

 

127,953

 

 

 

127,651

 

Corporate and Other

   213,299    116,849 

 

 

176,474

 

 

 

65,349

 

Consolidation and Elimination

   (55,647   (98,712

 

 

(90,898

)

 

 

(62,252

)

  

 

   

 

 

Total assets

  $1,029,253   $670,064 

 

$

1,280,703

 

 

$

1,176,857

 

  

 

   

 

 

37


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

Note 12 —14 -- Leases

The table below summarizes the Company’s right-of-use (“ROU”) assets and corresponding liabilities for operating and finance leases:

 

 

June 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Operating leases:

 

 

 

 

 

 

ROU assets

 

$

1,861

 

 

$

2,204

 

Liabilities

 

$

1,824

 

 

$

2,203

 

Finance leases:

 

 

 

 

 

 

ROU assets

 

$

80

 

 

$

86

 

Liabilities

 

$

21

 

 

$

31

 

The Company’s lease of office space in India for its information technology operations expired in January 2022 and a new lease agreement was entered into effective February 2022 with an initial term of nine years.

The following table summarizes the Company’s operating and finance leases in which the Company is a lessee:

Renewal

Other Terms and

Class of Assets

Initial Term

Option

Conditions

Operating lease:

Office equipment

1 to 51 months

Yes

(a), (b)

Office space

3 to 9 years

Yes

(b), (c)

Finance lease:

Office equipment

3 to 5 years

Not applicable

(d)

(a)
At the end of the lease term, the Company can purchase the equipment at fair market value.
(b)
There are no variable lease payments.
(c)
Rent escalation provisions exist.
(d)
There is a bargain purchase option.

As of June 30, 2022, maturities of lease liabilities were as follows:

 

 

Leases

 

 

 

Operating

 

 

Finance

 

Due in 12 months following June 30,

 

 

 

 

 

 

2022

 

$

1,090

 

 

$

16

 

2023

 

 

177

 

 

 

5

 

2024

 

 

98

 

 

 

1

 

2025

 

 

103

 

 

 

0

 

2026

 

 

109

 

 

 

0

 

Thereafter

 

 

434

 

 

 

0

 

Total lease payments

 

 

2,011

 

 

 

22

 

Less: interest

 

 

187

 

 

 

1

 

Total lease obligations

 

$

1,824

 

 

$

21

 

38


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

The following table provides quantitative information with regards to the Company’s operating and finance leases:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Lease costs:

 

 

 

 

 

 

 

 

 

 

 

 

Finance lease costs:

 

 

 

 

 

 

 

 

 

 

 

 

Amortization – ROU assets*

 

$

5

 

 

$

5

 

 

$

10

 

 

$

9

 

Interest expense

 

 

 

 

 

 

 

 

 

 

 

1

 

Operating lease costs*

 

 

282

 

 

 

391

 

 

 

656

 

 

 

845

 

Short-term lease costs*

 

 

91

 

 

 

113

 

 

 

201

 

 

 

150

 

Total lease costs

 

$

378

 

 

$

509

 

 

$

867

 

 

$

1,005

 

Cash paid for amounts included in the
   measurement of lease liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Operating cash flows – finance leases

 

 

 

 

 

 

 

$

 

 

$

1

 

Operating cash flows – operating leases

 

 

 

 

 

 

 

$

648

 

 

$

848

 

Financing cash flows – finance leases

 

 

 

 

 

 

 

$

10

 

 

$

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

 

 

 

 

 

 

 

 

 

Weighted-average remaining lease term:

 

 

 

 

 

 

 

 

 

 

 

 

Finance leases (in years)

 

 

1.5

 

 

 

 

 

 

 

 

 

 

Operating leases (in years)

 

 

4.2

 

 

 

 

 

 

 

 

 

 

Weighted-average discount rate:

 

 

 

 

 

 

 

 

 

 

 

 

Finance leases (%)

 

 

3.4

%

 

 

 

 

 

 

 

 

 

Operating leases (%)

 

 

3.9

%

 

 

 

 

 

 

 

 

 

* Included in other operating expenses on the consolidated statements of income.

The following table summarizes the Company’s operating leases in which the Company is a lessor:

Renewal

Other Terms and

Class of Assets

Initial Term

Option

Conditions

Operating lease:

Office space

1 to 3 years

Yes

(e)

Retail space

3 to 20 years

Yes

(e)

Boat docks/wet slips

1 to 12 months

Yes

(e)

(e)
There are no purchase options.

Note 15 -- Income Taxes

During the three months ended SeptemberJune 30, 2017,2022, the Company recorded approximately $25,472$3,018 of income tax benefits,benefit, which resulted in an effective tax rate of 38.6%26.1%. During the three months ended SeptemberJune 30, 2016,2021, the Company recorded approximately $8,696$1,267 of income taxes, which resulted in an effective tax rate of 43.4%24.9%. The increase in the effective tax rate as compared with the corresponding period in the prior year was primarily attributable to an increase in non-deductible compensation expense related to restricted stock granted to certain executives and the increased Florida corporate tax rate effective January 1, 2022. During the ninesix months ended SeptemberJune 30, 2017,2022, the Company recorded approximately $13,587$1,808 of income tax benefits, resultingbenefit, which resulted in an effective tax rate of 41.7%23.9%. During the ninesix months ended SeptemberJune 30, 2016,2021, the Company recorded approximately $16,542$4,524 of income taxes, which resulted in an effective tax rate of 40.4%29.8%. The decrease in the effective tax rate in 2022 as

39


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

compared with the corresponding period in the prior year was primarily attributable to the recognition of tax benefits attributable to restricted stock that vested in February and May 2022. The Company’s estimated annual effective tax rate differs from the statutory federal tax rate due to state and foreign income taxes as well as certain nondeductible andtax-exempt items.

In July 2017, the Company received notice from the Internal Revenue Service stating the Company’s 2015 federal income tax return would be examined. The examination is currently in the process of gathering information.

Note 13 —16 -- Earnings Per Share

U.S. GAAP requires the Company to use thetwo-class method in computing basic earnings (loss) per share since holders of the Company’s restricted stock have the right to share in dividends, if declared, equally with common stockholders. These participating securities affect the computation of both basic and diluted earnings (loss) per share during periods of net income.income or loss. For a majority-owned subsidiary, its basic and diluted earnings (loss) per share are first computed separately. Then, the Company’s proportionate share in that majority-owned subsidiary’s earnings is added to the computation of both basic and diluted earnings (loss) per share at a consolidated level.

A summary of the numerator and denominator of the basic and diluted earnings per common share is presented below:

 

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

June 30, 2022

 

 

June 30, 2021

 

 

 

Loss

 

 

Shares (a)

 

 

Per Share

 

 

Income

 

 

Shares (a)

 

 

Per Share

 

 

 

(Numerator)

 

 

(Denominator)

 

 

Amount

 

 

(Numerator)

 

 

(Denominator)

 

 

Amount

 

Net (loss) income

 

$

(8,542

)

 

 

 

 

 

 

 

$

3,830

 

 

 

 

 

 

 

Less: Net income attributable to redeemable
   noncontrolling interest

 

 

(2,268

)

 

 

 

 

 

 

 

 

(2,179

)

 

 

 

 

 

 

Less: TypTap Group’s net loss attributable
   to non-HCI common stockholders and
   TypTap Group’s participating securities

 

 

829

 

 

 

 

 

 

 

 

 

429

 

 

 

 

 

 

 

Net (loss) income attributable to HCI

 

 

(9,981

)

 

 

 

 

 

 

 

 

2,080

 

 

 

 

 

 

 

Less: Loss (income) attributable to
   participating securities

 

 

635

 

 

 

 

 

 

 

 

 

(168

)

 

 

 

 

 

 

Basic (Loss) Earnings Per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income allocated to common
   stockholders

 

 

(9,346

)

 

 

9,022

 

 

$

(1.04

)

 

 

1,912

 

 

 

7,526

 

 

$

0.25

 

Effect of Dilutive Securities: *

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

175

 

 

 

 

Warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

247

 

 

 

 

Diluted (Loss) Earnings Per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income available to common
   stockholders and assumed conversions

 

$

(9,346

)

 

 

9,022

 

 

$

(1.04

)

 

$

1,912

 

 

 

7,948

 

 

$

0.24

 

37

(a)

Shares in thousands.

*

For the three months ended June 30, 2022, convertible senior notes, stock options, and warrants were excluded due to anti-dilutive effect. For the three months ended June 30, 2021, convertible senior notes were excluded due to anti-dilutive effect.

40


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

A summary of the numerator and denominator of the basic and diluted (loss) earnings per common share is presented below.

   Three Months Ended
September 30, 2017
  Three Months Ended
September 30, 2016
 
   Loss
(Numerator)
  Shares
(Denominator)
   Per Share
Amount
  Income
(Numerator)
  Shares
(Denominator)
   Per Share
Amount
 

Net (loss) income

  $(40,546    $11,333    

Less: Loss (income) attributable to participating securities

   2,737      (557   
  

 

 

     

 

 

    

Basic (Loss) Earnings Per Share:

         

(Loss) income allocated to common stockholders

   (37,809  8,519   $(4.44  10,776   9,209   $1.17 
     

 

 

     

 

 

 

Effect of Dilutive Securities:

         

Stock options*

   —     —       —     62   

Convertible senior notes*

   —     —       1,028   1,447   
  

 

 

  

 

 

    

 

 

  

 

 

   

Diluted (Loss) Earnings Per Share:

         

(Loss) income available to common stockholders and assumed conversions

  $(37,809  8,519   $(4.44 $11,804   10,718   $1.10 
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

   Nine Months Ended
September 30, 2017
  Nine Months Ended
September 30, 2016
 
   Loss
(Numerator)
  Shares
(Denominator)
   Per Share
Amount
  Income
(Numerator)
  Shares
(Denominator)
   Per Share
Amount
 

Net (loss) income

  $(18,984    $24,413    

Less: Loss (income) attributable to participating securities

   1,236      (1,158   
  

 

 

     

 

 

    

Basic (Loss) Earnings Per Share:

         

(Loss) income allocated to common stockholders

   (17,748  8,648   $(2.05  23,255   9,395   $2.48 
     

 

 

     

 

 

 

Effect of Dilutive Securities:

         

Stock options*

   —     —       —     62   

Convertible senior notes*

   —     —       3,206   1,507   
  

 

 

  

 

 

    

 

 

  

 

 

   

Diluted (Loss) Earnings Per Share:

         

(Loss) income available to common stockholders and assumed conversions

  $(17,748  8,648   $(2.05 $26,461   10,964   $2.41 
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

 

 

Six Months Ended

 

 

Six Months Ended

 

 

 

June 30, 2022

 

 

June 30, 2021

 

 

 

Loss

 

 

Shares (a)

 

 

Per Share

 

 

Income

 

 

Shares (a)

 

 

Per Share

 

 

 

(Numerator)

 

 

(Denominator)

 

 

Amount

 

 

(Numerator)

 

 

(Denominator)

 

 

Amount

 

Net (loss) income

 

$

(5,751

)

 

 

 

 

 

 

 

$

10,675

 

 

 

 

 

 

 

Less: Net income attributable to redeemable
   noncontrolling interest

 

 

(4,516

)

 

 

 

 

 

 

 

 

(2,973

)

 

 

 

 

 

 

Less: TypTap Group’s net loss attributable
   to non-HCI common stockholders and
   TypTap Group’s participating securities

 

 

1,189

 

 

 

 

 

 

 

 

 

501

 

 

 

 

 

 

 

Net (loss) income attributable to HCI

 

 

(9,078

)

 

 

 

 

 

 

 

 

8,203

 

 

 

 

 

 

 

Less: Loss (income) attributable to
   participating securities

 

 

590

 

 

 

 

 

 

 

 

 

(569

)

 

 

 

 

 

 

Basic (Loss) Earnings Per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income allocated to common
   stockholders

 

 

(8,488

)

 

 

9,249

 

 

$

(0.92

)

 

 

7,634

 

 

 

7,500

 

 

$

1.02

 

Effect of Dilutive Securities: *

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

141

 

 

 

 

Warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

161

 

 

 

 

Diluted (Loss) Earnings Per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income available to common
   stockholders and assumed conversions

 

$

(8,488

)

 

 

9,249

 

 

$

(0.92

)

 

$

7,634

 

 

 

7,802

 

 

$

0.98

 

 

*Excluded

(a)

Shares in 2017thousands.

*

For the six months ended June 30, 2022, convertible senior notes, stock options, and warrants were excluded due to anti-dilutive effect. For the six months ended June 30, 2021, convertible senior notes were excluded due to anti-dilutive effect.

Note 17 -- Redeemable Noncontrolling Interest

The following table summarizes the activity of redeemable noncontrolling interest during the six months ended June 30, 2022 and 2021:

38

 

 

2022

 

 

2021

 

Balance at January 1

 

$

89,955

 

 

$

0

 

Initial proceeds from Centerbridge

 

 

0

 

 

 

100,000

 

Increase (decrease):

 

 

 

 

 

 

Proceeds allocated to warrants*

 

 

0

 

 

 

(9,217

)

Issuance costs

 

 

0

 

 

 

(6,262

)

Issuance costs allocated to warrants*

 

 

0

 

 

 

577

 

Accrued cash dividends

 

 

1,342

 

 

 

458

 

Accretion - increasing dividend rates

 

 

906

 

 

 

336

 

Dividends paid

 

 

(2,508

)

 

 

0

 

Balance at March 31

 

$

89,695

 

 

$

85,892

 

Increase (decrease):

 

 

 

 

 

 

Accrued cash dividends

 

 

1,500

 

 

 

1,250

 

Accretion - increasing dividend rates

 

 

768

 

 

 

929

 

Balance at June 30

 

$

91,963

 

 

$

88,071

 

*Net decrease related to warrants of $8,640.

41


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

For the three months ended June 30, 2022 and 2021, net income attributable to redeemable noncontrolling interest was $2,268 and $2,179, respectively, consisting of accrued cash dividends of $1,500 and $1,250, respectively, and accretion related to increasing dividend rates of $768 and $929, respectively. For the six months ended June 30, 2022 and 2021, net income attributable to redeemable noncontrolling interest was $4,516 and $2,973, respectively, consisting of accrued cash dividends of $2,842 and $1,708, respectively, and accretion related to increasing dividend rates of $1,674 and $1,265, respectively.

Note 14 — 18 -- Equity

Stockholders’ Equity

Common Stock

In December 2016,March 2022, the Company’s Board of Directors authorized aone-year plan to repurchase up to $20,000$20,000 of the Company’s common shares before commissions and fees.fees during 2022. During the three and six months ended SeptemberJune 30, 2017,2022, the Company repurchased and retired a total of 124,84929,465 shares at a weighted average price per share of $36.79 under this repurchase plan. The total cost of shares repurchased, inclusive of fees and commissions, during the three months ended September 30, 2017 was $4,599, or $36.83 per share. During the nine months ended September 30, 2017, the Company repurchased and retired a total of 163,265 shares at a weighted average price per share of $37.86$63.92 under this authorized repurchase plan. The total cost of shares repurchased, inclusive of fees and commissions, during the ninethree and six months ended SeptemberJune 30, 20172022 was $6,189,$1,884 or $37.91$63.95 per share.

In December 2015, the Company’s Board of Directors authorized aone-year plan to repurchase up to $20,000 of the Company’s common shares before commissions and fees. During the three months ended September 30, 2016, the Company repurchased and retired a total of 198,055 shares at a weighted average price per share of $30.29 under this repurchase plan. The total cost of shares repurchased, inclusive of fees and commissions, during the three months ended September 30, 2016 was $6,008, or $30.33 per share. During the nine months ended September 30, 2016, the Company repurchased and retired a total of 574,851 shares at a weighted average price per share of $31.31. The total cost of shares repurchased, inclusive of fees and commissions, during the nine months ended September 30, 2016 was $18,023, or $31.35 per share.

On October 19, 2017,April 26, 2022, the Company’s Board of Directors declared a quarterly dividend of $0.35$0.40 per common share. The dividends are payablewere paid on December 15, 2017June 17, 2022 to shareholdersstockholders of record on NovemberMay 17, 2017.2022.

Warrants

At June 30, 2022, there were warrants outstanding and exercisable to purchase 750,000 shares of HCI common stock at an exercise price of $54.40. The warrants expire on February 26, 2025.

Share Repurchase AgreementsAgreement

In conjunction with the issuance of the 4.25%4.75% Convertible Senior Notes as described in Note 8 —10 -- “Long-Term Debt” under4.75% Convertible Senior Notes, the Company used $20,345$66,853 of the net proceeds to repurchase and retire an aggregate of 413,6001,037,600 shares of its common stock at a price of $49.19$64.43 per share from institutional investors.

Prepaid Share Repurchase Forward ContractsContract

The Company has two outstanding prepaidIn March 2022, the Company’s share repurchase forward contracts, one of which wascontract with Societe Generale, entered into with Deutsche Bank AG, London Branch in conjunction with the 2017 issuance of the 3.875%4.25% Convertible Notes. The otherSenior Notes, was entered intophysically settled with the delivery from Societe Generale in conjunction with the issuance of the 4.25% Convertible Notes as described in Note 8 — “Long-Term Debt” underConvertible Senior Notes. Both Deutsche Bank AG, London Branch and Societe Generale are considered forward counterparties. Under these forward contracts, the Company made initial upfront payments in exchange for the future deliveries191,100 shares of the Company’sHCI’s common stock from the forward counterparties. Pursuant to the forward contract entered into in December 2013 with Deutsche Bank AG, London Branch, the Company prepaid $29,923 to repurchase 622,751Company.

Noncontrolling Interests

At June 30, 2022, there were 81,138,380 shares of TTIG’s common stock outstanding, of which 6,138,380 shares were not owned by HCI.

During the Company’sthree and six months ended June 30, 2022, TTIG repurchased and retired a total of 45,239 and 66,983 shares, respectively, of its common stock surrendered by its employees to satisfy payroll tax liabilities

42

39


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

common stock, which shares will be delivered over a settlement period in 2019. Pursuant toassociated with the forward contract entered into in March 2017 with Societe Generale,vesting of restricted shares. The total cost of purchasing noncontrolling interests during the Company prepaid $9,400 of the net proceeds of the offering to repurchase 191,100 shares of the Company’s common stock, which shares will be delivered over a settlement period in 2022.

Each forward contract is subject to early settlement, in whole or in part, at any time prior to the final settlement date at the option of each forward counterparty, as well as early settlement or settlement with alternative consideration in the event of certain corporate transactions. In the event the Company pays any cash dividends on its common shares, each forward counterparty will pay an equivalent amount to the Company. The shares to be purchased under the forward contracts will be treated as retired for financial statement purposes as of the effective date of each forward contract, but will remain outstanding for corporate law purposes, including for purposes of any future stockholders votes.

The Company determined that each forward contract does not meet the characteristics of a derivative instrumentthree and as such, the transaction resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for both basicsix months ended June 30, 2022 was $262 and diluted earnings per share.$389, respectively.

Note 15 —19 -- Stock-Based Compensation

2012 Omnibus Incentive PlansPlan

The Company currently has outstanding stock-based awards granted under the 2007 Stock Option and Incentive Plan and the 2012 Omnibus Incentive Plan. Only the 2012 Planwhich is currently active and available for future grants. On March 17, 2017, the Company’s board of directors amended the 2012 Omnibus Incentive Plan and reduced the number of shares reserved under the plan from 5,000,000 shares to 3,000,000 shares. At SeptemberJune 30, 2017,2022, there were 1,995,1071,108,940 shares available for grant.

Stock Options

Stock options granted and outstanding under the incentive plansplan vest over periods ranging from immediately vested to fivea period of four years and are exercisable over the contractual term of ten years.years.

40


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

A summary of the stock option activity for the three and ninesix months ended SeptemberJune 30, 20172022 and 20162021 is as follows (option amounts not in thousands):

 

   Number of
Options
   Weighted
Average
Exercise
Price
   Weighted
Average
Remaining
Contractual
Term
   Aggregate
Intrinsic
Value
 

Outstanding at January 1, 2017

   50,000   $4.02    2.3 years   $1,773 

Granted

 �� 110,000   $40.00     
  

 

 

       

Outstanding at March 31, 2017

   160,000   $28.76    7.4 years   $2,591 

Exercised

   (30,000  $2.50     
  

 

 

       

Outstanding at June 30, 2017

   130,000   $34.82    8.7 years   $1,675 
  

 

 

       

Outstanding at September 30, 2017

   130,000   $34.82    8.5 years   $639 
  

 

 

       

Exercisable at September 30, 2017

   20,000   $6.30    3.9 years   $639 
  

 

 

       

Outstanding at January 1, 2016

   110,000   $3.19    2.3 years   $3,482 

Outstanding at March 31, 2016

   110,000   $3.19    2.1 years   $3,312 
  

 

 

       

Outstanding at June 30, 2016

   110,000   $3.19    1.8 years   $2,650 
  

 

 

       

Outstanding at September 30, 2016

   110,000   $3.19    1.6 years   $2,989 
  

 

 

       

Exercisable at September 30, 2016

   110,000   $3.19    1.6 years   $2,989 
  

 

 

       

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

Weighted

 

 

Average

 

 

 

 

 

 

 

 

Average

 

 

Remaining

 

Aggregate

 

 

 

Number of

 

 

Exercise

 

 

Contractual

 

Intrinsic

 

 

 

Options

 

 

Price

 

 

Term

 

Value

 

Outstanding at January 1, 2022

 

 

440,000

 

 

$

45.25

 

 

6.6 years

 

$

18,119

 

Outstanding at March 31, 2022

 

 

440,000

 

 

$

45.25

 

 

6.3 years

 

$

10,494

 

Outstanding at June 30, 2022

 

 

440,000

 

 

$

45.25

 

 

6.1 years

 

$

9,354

 

Exercisable at June 30, 2022

 

 

357,500

 

 

$

44.23

 

 

5.8 years

 

$

7,965

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at January 1, 2021

 

 

440,000

 

 

$

45.25

 

 

7.6 years

 

$

3,113

 

Outstanding at March 31, 2021

 

 

440,000

 

 

$

45.25

 

 

7.3 years

 

$

13,464

 

Outstanding at June 30, 2021

 

 

440,000

 

 

$

45.25

 

 

7.1 years

 

$

23,883

 

Exercisable at June 30, 2021

 

 

275,000

 

 

$

43.40

 

 

6.6 years

 

$

15,436

 

The aggregate intrinsic value and realized tax benefits of the options exercised during the nine months ended September 30, 2017 were $1,319 and $509.

There were no0 options exercised during the three and ninesix months ended SeptemberJune 30, 2016.2022 and 2021. For the three months ended SeptemberJune 30, 20172022 and 2016,2021, the Company recognized $79$161 and $0, respectively, of compensation expense. For the nine months ended September 30, 2017 and 2016, the Company recognized $228 and $0,$219, respectively, of compensation expense which was included in other operatinggeneral and administrative personnel expenses. For the six months ended June 30, 2022 and 2021, the Company recognized $345 and $442, respectively, of compensation expense. Deferred tax benefits related to stock options were $30$0 and $0$0 for the three months ended SeptemberJune 30, 20172022 and 2016,2021, respectively, and $88$0 and $0$1 for the ninesix months ended SeptemberJune 30, 20172022 and 2016,2021, respectively. At SeptemberJune 30, 20172022 and December 31, 2016,2021, there was $1,020$660 and $0,$1,005, respectively, of unrecognized compensation expense related to nonvested stock options. The Company expects to recognize the remaining compensation expense over a weighted-average period of 3.31.3 years.

The following table provides assumptions used

43


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in the Black-Scholes option-pricing model to estimate the fair value of the stock options granted during the nine months ended September 30, 2017:thousands, except share and per share amounts, unless otherwise stated)

 

Expected dividend yield

3.53

Expected volatility

42.86

Risk-free interest rate

1.92

Expected life (in years)

5

Restricted Stock Awards

From time to time, the Company has granted and may grant restricted stock awards to itscertain executive officers, other employees and nonemployee directors in connection with their service to the Company. The terms of the Company’s outstanding restricted stock grants may include service,

41


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

performance and market-based conditions. The determination of fair value with respect to the awards containing only service-based conditions is based on the market value of the Company’s common stock on the grant date. For awards with market-based conditions, the fair value is determined using a Monte Carlo simulation method, which calculates many potential outcomes for an award and then establishes fair value based on the most likely outcome. The determination of fair value with respect to the awards concerning only performance or service-based conditions is based on the market value of the Company’s common stock on the grant date.

Information with respect to the activity of unvested restricted stock awards during the three and ninesix months ended SeptemberJune 30, 20172022 and 20162021 is as follows:

 

  Number of
Restricted
Stock
Awards
   Weighted
Average
Grant Date
Fair Value
 

 

Number of

 

 

Weighted

 

Nonvested at January 1, 2017

   542,503   $30.81 

 

Restricted

 

 

Average

 

 

Stock

 

 

Grant Date

 

 

Awards

 

 

Fair Value

 

Nonvested at January 1, 2022

 

 

679,997

 

 

$

39.72

 

Granted

   45,000   $40.15 

 

 

4,000

 

 

$

70.58

 

Vested

   (20,109  $48.42 

 

 

(50,667

)

 

$

50.68

 

Forfeited

   (926  $35.52 

 

 

(3,265

)

 

$

45.85

 

  

 

   

Nonvested at March 31, 2017

   566,468   $30.92 
  

 

   

Nonvested at March 31, 2022

 

 

630,065

 

 

$

39.00

 

Granted

   109,936   $44.05 

 

 

3,000

 

 

$

67.30

 

Vested

   (45,874  $34.51 

 

 

(51,125

)

 

$

45.04

 

Forfeited

   (9,948  $40.90 

 

 

(700

)

 

$

45.61

 

Nonvested at June 30, 2022

 

 

581,240

 

 

$

38.61

 

  

 

   

 

 

 

 

 

 

Nonvested at June 30, 2017

   620,582   $32.82 
  

 

   

Forfeited

   (12,344  $32.34 
  

 

   

Nonvested at September 30, 2017

   608,238   $32.83 
  

 

   

Nonvested at January 1, 2016

   620,513   $30.33 

Nonvested at January 1, 2021

 

 

423,787

 

 

$

43.79

 

Granted

 

 

548,086

 

 

$

36.95

 

Vested

   (20,917  $48.42 

 

 

(41,250

)

 

$

42.18

 

Cancelled

   (160,000  $26.27 

 

 

(141,600

)

 

$

43.76

 

Forfeited

   (750  $45.25 

 

 

(2,050

)

 

$

45.67

 

  

 

   

Nonvested at March 31, 2016

   438,846   $30.93 
  

 

   

Nonvested at March 31, 2021

 

 

786,973

 

 

$

39.11

 

Granted

   102,440   $32.21 

 

 

3,000

 

 

$

76.00

 

Vested

   (24,235  $37.34 

 

 

(68,541

)

 

$

43.80

 

Cancelled

 

 

(1,160

)

 

$

45.96

 

Forfeited

   (5,147  $42.20 

 

 

(9,060

)

 

$

46.44

 

  

 

   

Nonvested at June 30, 2016

   511,904   $30.77 
  

 

   

Vested

   (2,000  $37.68 

Forfeited

   (5,890  $36.67 
  

 

   

Nonvested at September 30, 2016

   504,014   $30.67 
  

 

   

Nonvested at June 30, 2021

 

 

711,212

 

 

$

38.71

 

44


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

The Company recognized compensation expense related to restricted stock, which is included in other operatinggeneral and administrative personnel expenses, of $1,144$3,184 and $1,124$2,336 for the three months ended SeptemberJune 30, 20172022 and 2016,2021, respectively, and $3,134$6,452 and $3,072$4,241 for the ninesix months ended SeptemberJune 30, 20172022 and 2016,2021, respectively. At SeptemberJune 30, 20172022 and December 31, 2016,2021, there was approximately $10,208$12,845 and $7,531,$18,995, respectively, of total unrecognized compensation expense related to nonvested restricted stock arrangements. The Company expects to recognize the remaining compensation expense over a weighted-average period of 35 months. 2.1 years. The following table summarizes information about deferred tax benefits recognized and tax benefits realized related to restricted stock awards and paid dividends, and the fair value of vested restricted stock for the three and ninesix months ended SeptemberJune 30, 20172022 and 2016.2021.

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Deferred tax benefits recognized

 

$

639

 

 

$

495

 

 

$

1,291

 

 

$

459

 

Tax benefits realized for restricted stock and
    paid dividends

 

$

902

 

 

$

1,357

 

 

$

1,304

 

 

$

1,412

 

Fair value of vested restricted stock

 

$

2,303

 

 

$

3,002

 

 

$

4,871

 

 

$

4,742

 

In February 2021, the Company cancelled 141,600 shares of restricted stock for employees who transitioned to TypTap Group. In exchange, these employees received replacement restricted stock issued under TTIG’s equity incentive plan.

4245


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2017   2016   2017   2016 

Deferred tax benefits recognized

  $403   $434   $1,097   $1,185 

Tax benefits realized for restricted stock and paid dividends

  $49   $45   $1,232   $176 

Fair value of vested restricted stock

  $—     $75   $2,557   $1,993 

Subsidiary Equity Plan

For the three months ended June 30, 2022 and 2021, TypTap Group recognized compensation expense related to its stock-based awards of $897 and $1,599, respectively. For the six months ended June 30, 2022 and 2021, TypTap Group recognized compensation expense related to its stock-based awards of $1,782 and $1,814, respectively. At June 30, 2022 and December 31, 2021, there was $9,558 and $11,230, respectively, of unrecognized compensation expense related to nonvested restricted stock and stock options.

Note 16 —20 -- Commitments and Contingencies

Agreement with Florida Department of Transportation

In May 2022, the Company entered into an agreement to sell 1.5 acres of land in Tampa, Florida for net proceeds of $14,500 to the Florida Department of Transportation (“FDOT”) in connection with an eminent domain proceeding for a planned road improvement project. Upon the sale closing in July 2022, the Company will retain from its investment property an office building on approximately six acres of land. See Note 21 -- “Subsequent Events” for additional information.

Obligations under Multi-Year Reinsurance Contracts

As of SeptemberJune 30, 2017,2022, the Company has a contractual obligationsobligation related to threeone multi-year reinsurance contracts. Two of these contracts havecontract. The contract was entered into effective dates of June 1, 20162022 and the other has anCompany’s previous two multi-year reinsurance contracts were commuted effective date of July 1, 2017. These contractsMay 31, 2022. The contract may be cancelled only with the other party’s consent. consent or when its respective experience account is positive at the end of each contract year. The table below presentsrepresents the future minimum aggregate premiums amountpremium amounts payable to the reinsurers.reinsurer.

Due in 12 months following June 30,

 

 

 

2022

 

$

91,350

 

2023

 

 

91,350

 

Total

 

$

182,700

 

Due in 12 months following September 30,

  

2017*

  $21,971 

2018*

   2,571 

2019*

   1,929 
  

 

 

 

Total

  $26,471 
  

 

 

 

*Premiums payable after December 31, 2017 under one contract are estimated. See Note 9 — “Reinsurance” for additional information.

Capital CommitmentCommitments

As described in Note 4 -- “Investments” underLimited Partnership Investments, the Company is contractually committed to capital contributions for four limited partnership interests. At SeptemberJune 30, 2017,2022, there was an aggregate unfunded balance of $15,931.$6,465.

Note 17 — Related Party Transactions

Claddaugh CasualtyFIGA Assessments

In October 2021, the Florida Office of Insurance Company, Ltd.,Regulation approved a 2022 assessment for the Company’s Bermuda domiciled reinsurance subsidiary, hasFlorida Insurance Guaranty Association (“FIGA”) which is necessary to secure funds for the payment of covered claims of insolvent insurance companies. The 2022 FIGA assessment is levied at 0.70% on collected premiums of all covered lines of business except auto insurance. The surcharge, which is collectible from a reinsurance agreementpolicyholder, will be assessed on new and renewal policies with Oxbridge Reinsurance Limited whereby a portioneffective dates beginning January 1, 2022 through December 31, 2022.

In March 2022, the Florida Office of Insurance Regulation approved an assessment for FIGA which is necessary to secure funds for the business assumed from the Company’s insurance subsidiary, Homeowners Choice Property & Casualty Insurance Company, Inc., is ceded by Claddaugh to Oxbridge. With respectpayment of covered claims relating to the period from June 1, 2016 through May 31, 2017, Oxbridge assumed $6,000liquidation of the total covered exposure for approximately $3,400 in premiums. With respect to the period from June 1, 2017 through May 31, 2018, Oxbridge assumed $7,400 of the total covered exposure for approximately $3,400 in premiums. See Note 9 — Reinsurance – which includes the amounts due from and paid by Oxbridge during the nine months ended September 30, 2017 and 2016 with respect to benefits accrued in connection with the Oxbridge agreements. The premiums charged by Oxbridge are at rates which management believes to be competitive with market rates available to Claddaugh. Oxbridge has deposited funds into a trust account to satisfy certain collateral requirements under its reinsurance contract with Claddaugh. Trust assets may be withdrawn by Claddaugh, the trust beneficiary, in theone insurance company.

46

43


HCI GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

(Amounts in thousands, except share and per share amounts, unless otherwise stated)

 

event amountsThe FIGA assessment is levied at 1.3% on collected premiums of all covered lines of business except auto insurance. The surcharge, which is collectible from a policyholder, will be assessed on new and renewal policies with effective dates beginning July 1, 2022 through June 30, 2023.

The Company’s insurance subsidiaries, as member insurers, are due underrequired to collect and remit the Oxbridge reinsurance agreements. Amongpass-through assessments to FIGA on a quarterly basis. As of June 30, 2022, the Oxbridge shareholders are Paresh Patel, the Company’s chief executive officer, who is also chairman of the board of directors for Oxbridge, and members of his immediate family and three of the Company’snon-employee directors including Sanjay Madhu who serves as Oxbridge’s president and chief executive officer.

Note 18 — Subsequent Event

On October 17, 2017,FIGA assessments payable by the Company through a wholly owned subsidiary, acquired commercial real estatewere $954.

Note 21 -- Subsequent Events

On July 1, 2022, the Company closed on its agreement to sell 1.5 acres of land in Tampa, Florida for net proceeds of $14,500 to the FDOT in connection with the eminent domain proceeding for the planned road improvement project. This sale results in a purchase pricenet realized gain of $9,100. The acquired assets primarily consisted$13,402 recognized in July 2022 which will be reflected in net investment income. Upon the close of land, building andin-place lease agreements. The Company incurred approximately $115 of acquisition-related costs and accounted for this transaction as an asset acquisition in accordance with ASU2017-01 whichthe sale, the Company early adopted inis retaining from its investment property an office building on approximately six acres of land.

On July 14, 2022, the fourth quarterCompany’s Board of 2017. AsDirectors declared a result, all transaction-related costs were allocated among the assets acquired.quarterly dividend of $0.40 per common share. The dividends are payable on September 16, 2022 to stockholders of record on August 19, 2022.

47


44


ITEM 2 –MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion under this Item 2 in conjunction with our consolidated financial statements and related notes and information included elsewhere in this quarterly report on Form10-Q and in our Form10-K filed with the Securities and Exchange Commission (“SEC”) on February 22, 2017.March 10, 2022. Unless the context requires otherwise, as used in this Form10-Q, the terms “HCI,” “we,” “us,” “our,” “the Company,” “our company,” and similar references refer to HCI Group, Inc., a Florida corporation incorporated in 2006, and its subsidiaries. All dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are in whole dollars unless specified otherwise.

Forward-Looking Statements

In addition to historical information, this quarterly report contains forward-looking statements as defined under federal securities laws. Such statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements. Typically, forward-looking statements can be identified by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions. The important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include but are not limited to the effects of governmental regulation; changes in insurance regulations; the frequency and extent of claims; uncertainties inherent in reserve estimates; catastrophic events; changes in the demand for, pricing of, availability of or collectability of reinsurance; restrictions on our ability to change premium rates; increased rate pressure on premiums; the severity and impact of a pandemic; and other risks and uncertainties detailed herein and from time to time in our SEC reports.

OVERVIEW –General

HCI Group, Inc. is a Florida-based InsurTech company that, through its subsidiaries, is engagedwith operations in a variety of business activities, including property and casualty insurance, reinsurance, real estate and information technology. BasedAfter the reorganization of our business in the first quarter of 2021, we now manage our operations in the following organizational segments, based on our organizational structure, revenue sources,managerial emphasis and evaluation of financial and operating performances by management, we manage four operating divisions, which includes the following operations:performances:

a)
HCPCI Insurance Operations
Property and casualty insurance
Reinsurance and other auxiliary operations
b)
TypTap Group
Property and casualty insurance
Information technology
c)
Real Estate Operations
d)
Other Operations
Holding company operations

a)Insurance Operations

Property and casualty insurance

Reinsurance

b)Other Operations

Real estate

Information technology

For the three months ended SeptemberJune 30, 20172022 and 2016,2021, revenues from HCPCI insurance operations before intracompany elimination represented 96.1%69.8% and 94.8%77.6%, respectively, and revenues from TypTap Group represented 27.9% and 20.3%, respectively, of total revenues of all operating segments. For the ninesix months ended SeptemberJune 30, 20172022 and 2016,2021, revenues from HCPCI insurance operations before intracompany elimination represented 96.4%

48


69.8% and 77.8%, respectively, and revenues from TypTap Group represented 28.1% and 18.9%, respectively, of total

45


revenues of all operating segments in each of the periods.segments. At SeptemberJune 30, 20172022 and December 31, 2016,2021, HCPCI insurance operations’ total assets represented 90.7%55.2% and 89.8%58.7%, respectively, and TypTap Group’s total assets represented 33.1% and 29.3%, respectively, of the combined assets of all operating segments. There was no other operating division representing ten percent or more of our total revenues or combined assets. See Note 11 —13 -- “Segment Information” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form10-Q for additional information.

HCPCI Insurance Operations

Property and Casualty Insurance

Homeowners Choice Property & Casualty Insurance Company, Inc.

Our principal operating subsidiary, Homeowners Choice Property & Casualty Insurance Company, Inc. (“HCPCI”), is a leading providerHCPCI provides various forms of property and casualtyresidential insurance in the state of Florida. HCPCI along with certain of our other subsidiaries currently provides property and casualtyproducts such as homeowners insurance, to homeowners, condominium owners, and tenants in the state of Florida. HCPCI offers flood-endorsedfire insurance, flood insurance and wind-only policies to eligible new andpre-existing Florida customers. In addition,insurance. HCPCI was approved by the Florida Office of Insurance Regulation to write standalone flood insurance policies for Florida homeowners. HCPCI strives to offer insurance products at competitive rates, while pursuing profitability using selective underwriting criteria.

HCPCI began operations in 2007 by participating in a“take-out program,” which is a legislatively mandated program designed to encourage private insurance companies to assume policies from Citizens Property Insurance Corporation, a Florida state-supported insurer. Our growth since inception has resulted primarily from a series of policy assumptions. This growth track has been beneficial to us although there are fewer policies available for assumption today as a result of increased competition in the Florida market. Thus, we plan to seek other opportunities to expand by providing new or additional product offerings in and outside the state of Florida. During 2017, HCPCI received regulatory approvalauthorized to write residential property and casualty insurance in the states of Arkansas, California, Connecticut, Florida, Maryland, Massachusetts, New Jersey, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina and Texas. Currently, Florida is HCPCI’s primary market.

In 2021, HCPCI expects to begin writing floodbegan providing quota share reinsurance on all in-force, new and renewal policies issued by United in the Northeast Region. HCPCI began renewing and/or replacing United policies in thosetwo states during 2018.

TypTap Insurance Company

TypTap Insurance Company was organized by HCI Group, Inc. and approved by the Florida Office of Insurance Regulationin December 2021, a third state in January 2016 to transact2022, and the fourth state in April 2022.

In February 2022, HCPCI entered into another reinsurance agreement with United where HCPCI provides 85% quota share reinsurance on all of United’s personal lines insurance business in the statestates of Florida. TypTap began writing standalone flood coverageGeorgia, North Carolina, and South Carolina (collectively “Southeast Region”) from December 31, 2021 through May 31, 2022. Under this agreement, HCPCI paid United a catastrophe allowance of 9% of premium and a provisional ceding commission of 25% of premium. That percentage could increase up to Florida homeowners in March 2016.32% depending on the direct loss ratio results from the reinsured business.

We expect the flood insurance products offered by TypTapReinsurance and HCPCI to become significant contributors to future financial results.other auxiliary operations

Reinsurance

We have a Bermuda domiciled wholly-owned reinsurance subsidiary, Claddaugh Casualty Insurance Company Ltd. We selectively retain risk in Claddaugh, displacingreducing the need for HCPCI to pay premiums to third party reinsurers.cost of third-party reinsurance. Claddaugh fully collateralizes its exposure to HCPCI and TypTap by depositing funds into a trust account. Claddaugh also from time to time mitigatesmay mitigate a portion of its risk through retrocession contracts.

Currently, Claddaugh does not provide reinsurance to non-affiliates. Other auxiliary operations also include claim adjusting and processing services.

TypTap Group

46Property and Casualty Insurance


Other OperationsTypTap Insurance Group, Inc. (“TTIG”), our majority-owned subsidiary, currently has four subsidiaries: TypTap Insurance Company (“TypTap”), TypTap Management Company, Exzeo USA, Inc., and Cypress Tech Development Company which also owns Exzeo Software Private Limited, a subsidiary domiciled in India. TTIG is primarily engaged in the property and casualty insurance business and is currently using internally developed technology to collect and analyze claims and other supplemental data to generate savings and efficiency for its insurance operations.

Real Estate

Our real estate operations consist of multiple properties we own and operate. Properties used in operations consistTypTap, TTIG’s insurance subsidiary, has been the primary source of our Tampa headquarters buildingorganic growth in gross written premium since 2016. TypTap’s policies in force have increased from 6,721 in January 2018 to 75,421 at June 30, 2022. TypTap has been successful in using internally developed proprietary technology to underwrite, select and write policies efficiently. As of August 2, 2022, TypTap has been approved to offer homeowners coverage in 18

49


states outside of Florida. TypTap is currently operating in twelve states. In addition to the expansion in TypTap business, we also expect continued growth from the United policies assigned to TypTap through the renewal rights agreements acquired by HCI.

In 2021, TypTap began providing quota share reinsurance on all in-force, new and renewal policies issued by United in the Northeast Region. TypTap began renewing and/or replacing United policies in two states in December 2021, a secondarythird state in January 2022, and the fourth state in April 2022.

In June 2022, TypTap entered into a new reinsurance agreement with United where TypTap provides 100% quota share reinsurance on all of United’s personal lines insurance operations sitebusiness in Ocala, Florida. Properties held as investments include two retail shopping centers andthe Southeast Region from June 1, 2022 through May 31, 2023. In exchange, TypTap pays United a combined 24 acresceding commission of waterfront property where two marinas and one restaurant are located.16% of premium.

In July 2017, we completed one real estate development and construction project described as a joint venture arrangement under U.S. GAAP, which we consolidate with our operations. In October 2017, we added commercial real estate in Tampa, Florida to our portfolio of real estate investments. See Note 4 — “Investments” and Note 18 — “Subsequent Event” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form10-Q for additional information.

Information Technology

Our information technology operations include a team of experienced software developers with extensive knowledge in developingweb-based products and applications for mobile devices. The operations, which are in Tampa, Florida and Noida, India, are focused on developing cloud-based, innovative products orand services that supportin-house operations as well as our third partythird-party relationships with our agency partners and claim vendors. These products includePropletSAMSTM, TypTapHarmonyTM,SAMSTM,Exzeo®,Atlas ViewerTM, AtlasViewer®and CasaClue ClaimColonyTM.

Real Estate Operations

Our real estate operations consist of properties we own and use for our own operations and multiple properties we own and operate for investment purposes. Properties used in operations consist of one Tampa office building and an insurance operations site in Ocala, Florida. Our investment properties include retail shopping centers, one office building, two marinas, and undeveloped land near TTIG’s headquarters in Tampa, Florida.

Other Operations

Holding company operations

Activities of our holding company, HCI Group, Inc., plus other companies that do not meet the quantitative and qualitative thresholds for a reportable segment comprise the operations of this segment.

Recent Events

On October 17, 2017,July 1, 2022, we acquired commercial real estateclosed on our agreement to sell 1.5 acres of land in Tampa, Florida for $9,215,000, including acquisition-related costs. The acquired assets primarily consistednet proceeds of land, building andin-place lease agreements.$14,500,000 to the Florida Department of Transportation in connection with the eminent domain proceeding for the planned road improvement project. This sale results in a net realized gain of $13,402,000.

On October 19, 2017,July 14, 2022, our Board of Directors declared a quarterly dividend of $0.35$0.40 per common share. The dividends are payable on December 15, 2017September 16, 2022 to stockholders of record on November 17, 2017.

August 19, 2022.

 

4750



RESULTS OF OPERATIONS

The following table summarizes our results of operations for the three and ninesix months ended SeptemberJune 30, 20172022 and 20162021 (dollar amounts in thousands, except per share amounts):

 

 

Three Months Ended

 

 

Six Months Ended

 

  Three Months Ended
September 30,
 Nine Months Ended
September 30,
 

 

June 30,

 

 

June 30,

 

  2017 2016 2017 2016 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Revenue

     

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums earned

  $88,669  $92,542  $270,376  $286,273 

 

$

181,124

 

 

$

139,440

 

 

$

360,049

 

 

$

270,382

 

Premiums ceded

   (44,705 (29,242 (101,529 (105,998

 

 

(56,205

)

 

 

(46,436

)

 

 

(109,367

)

 

 

(89,535

)

  

 

  

 

  

 

  

 

 

Net premiums earned

   43,964  63,300  168,847  180,275 

 

��

124,919

 

 

 

93,004

 

 

 

250,682

 

 

 

180,847

 

Net investment income

   2,878  2,785  8,522  6,000 

 

 

3,684

 

 

 

2,635

 

 

 

6,552

 

 

 

7,229

 

Net realized and unrealized investment (losses) gains

   (152 583  2,350  899 

Net other-than-temporary impairment losses recognized in income:

     

Total other-than-temporary impairment losses

   (474 (575 (864 (1,211

Portion of loss recognized in other comprehensive income, before taxes

   —    351   —    (230
  

 

  

 

  

 

  

 

 

Net other-than-temporary impairment losses

   (474 (224 (864 (1,441

Net realized investment (losses) gains

 

 

(6

)

 

 

2,607

 

 

 

(320

)

 

 

3,720

 

Net unrealized investment (losses) gains

 

 

(4,234

)

 

 

1,489

 

 

 

(7,810

)

 

 

1,220

 

Policy fee income

   905  972  2,721  2,967 

 

 

1,052

 

 

 

992

 

 

 

2,109

 

 

 

1,962

 

Gain on repurchases of convertible senior notes

   —     —     —    153 

Gain on bargain purchase

   —    2,071   —    2,071 

Other income

   369  321  1,207  1,151 

 

 

511

 

 

 

777

 

 

 

1,753

 

 

 

1,400

 

  

 

  

 

  

 

  

 

 

Total revenue

   47,490  69,808  182,783  192,075 

 

 

125,926

 

 

 

101,504

 

 

 

252,966

 

 

 

196,378

 

  

 

  

 

  

 

  

 

 

Expenses

     

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

   89,231  25,909  142,425  79,261 

 

 

86,830

 

 

 

55,917

 

 

 

159,534

 

 

 

101,668

 

Policy acquisition and other underwriting expenses

   9,926  10,536  29,645  32,525 

 

 

26,863

 

 

 

23,169

 

 

 

56,271

 

 

 

46,234

 

Salaries and wages

   4,605  5,945  15,051  17,009 

General and administrative personnel expenses

 

 

15,301

 

 

 

10,546

 

 

 

29,335

 

 

 

20,196

 

Interest expense

   4,408  2,672  12,328  8,112 

 

 

1,515

 

 

 

2,000

 

 

 

2,116

 

 

 

4,079

 

Loss on repurchases of senior notes

   —     —    743   —   

Other operating expenses

   5,338  4,717  15,162  14,213 

 

 

6,977

 

 

 

4,775

 

 

 

13,269

 

 

 

9,002

 

  

 

  

 

  

 

  

 

 

Total operating expenses

   113,508  49,779  215,354  151,120 
  

 

  

 

  

 

  

 

 

Total expenses

 

 

137,486

 

 

 

96,407

 

 

 

260,525

 

 

 

181,179

 

(Loss) income before income taxes

   (66,018 20,029  (32,571 40,955 

 

 

(11,560

)

 

 

5,097

 

 

 

(7,559

)

 

 

15,199

 

Income tax (benefit) expense

   (25,472 8,696  (13,587 16,542 

 

 

(3,018

)

 

 

1,267

 

 

 

(1,808

)

 

 

4,524

 

  

 

  

 

  

 

  

 

 

Net (loss) income

  $(40,546 $11,333  $(18,984 $24,413 

 

 

(8,542

)

 

 

3,830

 

 

 

(5,751

)

 

 

10,675

 

  

 

  

 

  

 

  

 

 

Net income attributable to noncontrolling interests

 

 

(1,439

)

 

 

(1,913

)

 

 

(3,327

)

 

 

(2,610

)

Net (loss) income after noncontrolling interests

 

$

(9,981

)

 

$

1,917

 

 

$

(9,078

)

 

$

8,065

 

Ratios to Net Premiums Earned:

     

 

 

 

 

 

 

 

 

 

 

 

 

Loss Ratio

   202.96 40.93 84.35 43.97

 

 

69.51

%

 

 

60.12

%

 

 

63.64

%

 

 

56.22

%

Expense Ratio

   55.22 37.71 43.19 39.86

 

 

40.55

%

 

 

43.54

%

 

 

40.29

%

 

 

43.97

%

  

 

  

 

  

 

  

 

 

Combined Ratio

   258.18 78.64 127.54 83.83

 

 

110.06

%

 

 

103.66

%

 

 

103.93

%

 

 

100.19

%

  

 

  

 

  

 

  

 

 

Ratios to Gross Premiums Earned:

     

 

 

 

 

 

 

 

 

 

 

 

 

Loss Ratio

   100.63 28.00 52.68 27.69

 

 

47.94

%

 

 

40.10

%

 

 

44.31

%

 

 

37.60

%

Expense Ratio

   27.38 25.79 26.97 25.10

 

 

27.97

%

 

 

29.04

%

 

 

28.05

%

 

 

29.41

%

  

 

  

 

  

 

  

 

 

Combined Ratio

   128.01 53.79 79.65 52.79

 

 

75.91

%

 

 

69.14

%

 

 

72.36

%

 

 

67.01

%

  

 

  

 

  

 

  

 

 

(Loss) Earnings Per Share Data:

     

 

 

 

 

 

 

 

 

 

 

 

 

Basic

  $(4.44 $1.17  $(2.05 $2.48 

 

$

(1.04

)

 

$

0.25

 

 

$

(0.92

)

 

$

1.02

 

  

 

  

 

  

 

  

 

 

Diluted

  $(4.44 $1.10  $(2.05 $2.41 

 

$

(1.04

)

 

$

0.24

 

 

$

(0.92

)

 

$

0.98

 

  

 

  

 

  

 

  

 

 

48


Comparison of the Three Months ended SeptemberEnded June 30, 2017 with2022 to the Three Months ended SeptemberEnded June 30, 20162021

Our results of operations for the three months ended SeptemberJune 30, 2017 reflected2022 reflect net losses allocable to common stockholdersloss of approximately $40,546,000,$8,542,000 or $4.44$1.04 loss per share, compared with net income of approximately $11,333,000,$3,830,000 or $1.10$0.24 diluted earnings per diluted share, for the three months ended SeptemberJune 30, 2016.2021. The quarter-over-quarter decrease was primarily due to a $63,322,000$30,913,000 increase in losses and loss adjustment expenses, which included $54,000,000a net decrease in income from our investment portfolio (consisting of estimated net losses from Hurricane Irma,investment income and net realized and unrealized gains or losses) of $7,287,000, a $4,755,000 increase in general and administrative personnel expenses, and a $15,463,000$3,694,000 increase in ceded premiums, which included $12,464,000 of adjustments to ceded premiums related to retrospective provisions. The losses in the quarter werepolicy acquisition and other underwriting expenses, offset by $25,472,000an increase in net premiums earned of income tax benefits.$31,915,000 and a $485,000 decrease in interest expense.

Revenue51


Revenue

Gross Premiums Earned on a consolidated basis for the three months ended SeptemberJune 30, 20172022 and 20162021 were approximately $88,669,000$181,124,000 and $92,542,000,$139,440,000, respectively. The decrease in 2017 was attributable to policy attrition as well as a rate decrease effective on new and renewal policies beginning in January 2016.

Premiums CededHCPCI gross premiums earned were $113,681,000 for the three months ended SeptemberJune 30, 20172022 compared to $100,440,000 for the three months ended June 30, 2021. Gross premiums earned from the United insurance policies assumed were $16,237,000 for the three months ended June 30, 2022 compared to $23,707,000 for the three months ended June 30, 2021. TypTap’s gross premiums earned were $67,443,000 versus $39,000,000 for the same comparative period with the increase due to a greater number of policies in force from the organic growth in TypTap’s business and 2016from the business assumed from United beginning June 1, 2021.

Premiums Ceded for the three months ended June 30, 2022 and 2021 were approximately $44,705,000$56,205,000 and $29,242,000,$46,436,000, respectively, representing 50.4%31.0% and 31.6%33.3%, respectively, of gross premiums earned. The $15,463,000$9,769,000 increase was primarily attributable to higher reinsurance costs for the adjustment of the previously accrued benefits and deferred reinsurance premiums related to retrospective provisions under certain reinsurance contracts2022 contract year due to an increased losses caused by Hurricane Irma.overall reinsurance coverage amount as a result of premium growth and expansion.

Our premiums ceded represent amounts paid to reinsurerscosts of reinsurance to cover losses from catastrophes that exceed the retention levels defined by our catastrophe excess of loss reinsurance treatiescontracts or to assume a proportional share of losses as defined byin a quota share arrangement. For the three months ended September 30, 2017, premiums ceded included a net increase of approximately $12,465,000 related to the adjustment under the provisions of certain reinsurance contracts. For the three months ended September 30, 2016, premiums ceded reflected a net reduction of approximately $3,428,000 attributable to these reinsurance contract provisions. See “Economic Impact of Reinsurance Contracts with Retrospective Provisions” under “Critical Accounting Policies and Estimates.”agreement. The rates we pay for reinsurance are based primarily on policy exposures reflected in gross premiums earned.

Net Premiums Written during Reinsurance costs can be decreased by a reduction in premiums ceded attributable to retrospective provisions under multi-year reinsurance contracts. For the three months ended SeptemberJune 30, 20172022, premiums ceded included a decrease of $6,390,000 related to retrospective provisions compared with a decrease of $3,575,000 for the three months ended June 30, 2021. See “Economic Impact of Reinsurance Contracts with Retrospective Provisions” under “Critical Accounting Policies and 2016Estimates.”

Net Premiums Written for the three months ended June 30, 2022 and 2021 totaled approximately $50,168,000$129,947,000 and $64,022,000,$138,542,000, respectively. Net premiums written represent the premiums charged on policies issued during a fiscal period less any applicable reinsurance costs. The $13,854,000 decrease in 20172022 resulted from thean increase in premiums ceded during the periodto reinsurers as described above. We had approximately 141,000220,600 policies in force at SeptemberJune 30, 20172022 (excluding policies assumed from United) as compared with approximately 145,000150,000 policies in force at SeptemberJune 30, 2016.2021.

Net Premiums Earned for the three months ended SeptemberJune 30, 20172022 and 20162021 were approximately $43,964,000$124,919,000 and $63,300,000,$93,004,000, respectively, and reflect the gross premiums earned less reinsurance costs as described above.

49


The following is a reconciliation of our total Net Premiums Written to Net Premiums Earned for the three months ended SeptemberJune 30, 20172022 and 20162021 (amounts in thousands):

 

  Three Months Ended 

 

Three Months Ended

 

  September 30, 

 

June 30,

 

  2017   2016 

 

2022

 

 

2021

 

Net Premiums Written

  $50,168   $64,022 

 

$

129,947

 

 

$

138,542

 

Increase in Unearned Premiums

   (6,204   (722

 

 

(5,028

)

 

 

(45,538

)

  

 

   

 

 

Net Premiums Earned

  $43,964   $63,300 

 

$

124,919

 

 

$

93,004

 

  

 

   

 

 

52


Net Other-Than-Temporary Impairment LossesInvestment Income for the three months ended SeptemberJune 30, 20172022 and 2016 were2021 was approximately $474,000$3,684,000 and $224,000,$2,635,000, respectively. During the third quarterThe $1,049,000 increase was primarily attributable to a $1,194,000 increase in income from real estate investments and a $753,000 increase in income from available-for-sale fixed-maturity securities, offset by a $1,553,000 decrease in income from limited partnership investments. See Net Investment Income (Loss) under Note 4 -- “Investments” to our unaudited consolidated financial statements under Item 1 of 2017, we recognized impairment losses specific to four equity securities. These equity securities were impaired because each security had been in an unrealized loss position for a length of time with no near-term prospect of recovery. During the quarter ended September 30, 2016, we recognized impairment losses specific to one fixed-maturity security and four equity securities.this Quarterly Report on Form 10-Q.

Expenses

OurNet Realized Investment Losses and Loss Adjustment Expensesamounted to approximately $89,231,000 and $25,909,000 for the three months ended SeptemberJune 30, 20172022 were approximately $6,000 versus $2,607,000 of net realized investment gains for the three months ended June 30, 2021. The $2,613,000 decrease was primarily attributable to net gains from selling equity securities and 2016,other investments during 2021.

Net Unrealized Investment Losses for the three months ended June 30, 2022 were approximately $4,234,000 versus $1,489,000 of net unrealized investment gains for the three months ended June 30, 2021. The net unrealized investment loss for the three months ended June 30, 2022 was primarily attributable to an overall decline in the equity market compared with the three months ended June 30, 2021.

Expenses

Our consolidated Losses and Loss Adjustment Expenses amounted to approximately $86,830,000 and $55,917,000 for the three months ended June 30, 2022 and 2021, respectively. During the third quarter of 2017, ourHCPCI losses and loss adjustment expenses included $54,000,000were $48,692,000 for the three months ended June 30, 2022 compared to $39,641,000 for the three months ended June 30, 2021. The increase was primarily attributable to a $7,902,000 net increase in losses attributable to the United policies assumed due to an increase in the number of net estimated losses related to Hurricane Irmapolicies assumed from United and approximately $2,500,000$1,074,000 of additional losses related to Hurricane Matthew. In addition, we continued to strengthen our loss reserves in response to trends involving assignmentreported during the second quarter of insurance benefits and related litigation. Our 2016 losses2022 from Tropical Storm Eta. Losses and loss adjustment expenses reflected initially estimatedfor TypTap were $38,692,000 versus $16,440,000 for the same comparative period. The increase was attributable to $16,500,000 of losses attributable to the greater number of TypTap policies in force, $2,507,000 of additional losses from Hurricane Herminepolicies renewed or assumed from United, and $3,445,000 of approximately $2,500,000.prior period loss development. See “Reserves for Losses and Loss Adjustment Expenses” under “Critical Accounting Policies and Estimates.”

Policy Acquisition and Other Underwriting Expenses for the three months ended SeptemberJune 30, 20172022 and 2016 of2021 were approximately $9,926,000$26,863,000 and $10,536,000,$23,169,000 on a consolidated basis, respectively, and primarily reflect the amortization of deferred acquisition costs such as commissions payable to agents for production and renewal of policies, catastrophe allowance payable to United, and premium taxes related to the policies that have renewed. The $610,000 decreasetaxes. An increase in policy acquisition costs primarily results from the corresponding period in 2016 was primarily attributable to a decrease in commissions and premium taxes resulting from policy attrition and the effect of the rate decrease.

Salaries and Wagesgrowth. Policy acquisition expenses for HCPCI insurance operations were $16,583,000 for the three months ended SeptemberJune 30, 20172022 compared to $15,470,000 for the three months ended June 30, 2021. The increase was due to amortization of increased costs associated with the increase in the number of policies assumed from United. TypTap Group policy acquisition expenses were $10,302,000 versus $7,574,000 for the same comparative period, with the increase attributable to amortization of increased commission costs related to the growth of TypTap’s policies in force over the past 12 months and 2016the policies assumed from United.

53


General and Administrative Personnel Expenses for the three months ended June 30, 2022 and 2021 were approximately $4,605,000$15,301,000 and $5,945,000,$10,546,000, respectively. The decrease fromOur general and administrative personnel expenses include salaries, wages, payroll taxes, stock-based compensation expenses, and employee benefit costs. Factors such as merit increases, changes in headcount, and periodic restricted stock grants, among others, cause fluctuations in this expense. In addition, our personnel expenses are decreased by the corresponding period in 2016 was primarily attributable to the capitalization of approximately $418,000 of payroll costs related to a project to develop software development project for internal use and lower bonusesthe payroll costs associated with the processing and settlement of certain catastrophe claims which are recoverable from reinsurers under reinsurance contracts. The period-over-period increase of $4,755,000 was primarily attributable to an increase in the headcount of temporary and full-time employees and merit increases for senior management. As of September 30, 2017, we had approximately 250non-executive employees located at our officeseffective in Florida compared with 243 employees as of September 30, 2016. We also had 81 employees located in Noida, India at September 30, 2017 versus 80 at September 30, 2016.late February 2022.

Interest Expense for the three months ended SeptemberJune 30, 20172022 and 20162021 was approximately $4,408,000$1,515,000 and $2,672,000,$2,000,000, respectively. The increase wasdecrease primarily attributableresulted from conversions of our 4.25% convertible senior notes during the second half of 2021, offset by interest expense related to the net increaseour 4.75% convertible senior notes issued in long-term debt resulting from the issuance of 4.25% Convertible Senior Notes in March 2017 and the redemption of 8% Senior Notes in April 2017.May 2022.

Income Tax Benefit for the three months ended SeptemberJune 30, 20172022 was approximately $25,472,000$3,018,000 for state, federal, and foreign income taxes resulting in an effective tax rate of 38.6%.26.1% for 2022. This compared with approximately $8,696,000$1,267,000 of income tax expense for the three months ended SeptemberJune 30, 2016,2021, resulting in an effective tax rate of 43.4%.

24.9% for 2021. The increase in the effective tax rate was primarily attributable to an increase in non-deductible compensation expense related to certain executive compensation and the increased Florida corporate tax rate effective January 1, 2022.

Ratios:

50


Ratios:

The loss ratio applicable to the three months ended SeptemberJune 30, 20172022 (losses and loss adjustment expenses incurred related to net premiums earned) was 203.0%69.5% compared with 40.9%60.1% for the three months ended SeptemberJune 30, 2016.2021. The increase was primarily due to the increase in 2017 was attributable to losses related to Hurricane Irma and decreasedloss adjustment expenses as further described above, offset in part by the increase in net premiums earned.

The expense ratio applicable to the three months ended SeptemberJune 30, 20172022 (defined as underwritingtotal expenses salariesexcluding losses and wages, interest and other operatingloss adjustment expenses related to net premiums earned) was 55.2%40.6% compared with 37.7%43.6% for the three months ended SeptemberJune 30, 2016.2021. The decrease in our expense ratio was primarily attributable to the increase in net premiums earned and the decrease in interest expense, offset in part by the increase in general and administrative personnel expenses.

The combined ratio (total of all expenses in relation to net premiums earned) is the measure of overall underwriting profitability before other income. Our combined ratio for the three months ended SeptemberJune 30, 20172022 was 258.2%110.1% compared with 78.6%103.7% for the three months ended SeptemberJune 30, 2016.2021. The increase in 2022 was attributable to the factors described above.

Due to the impact our reinsurance costs have on net premiums earned from period to period, our management believes the combined ratio measured to gross premiums earned is more relevant in assessing overall performance. The combined ratio to gross premiums earned for the three months ended SeptemberJune 30, 20172022 was 128.0%75.9% compared with 53.8%69.1% for the three months ended SeptemberJune 30, 2016.2021. The increase in 2022 was primarily attributable to the combined impact of decreasedincrease in losses and loss adjustment expenses, offset by the increase in gross premiums earned, increased operating expenses and losses from Hurricane Irma.earned.

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Comparison of the NineSix Months ended SeptemberEnded June 30, 2017 with2022 to the NineSix Months ended SeptemberEnded June 30, 20162021

Our results of operations for the ninesix months ended SeptemberJune 30, 20172022 reflect net losses allocable to common stockholdersloss of approximately $18,984,000,$5,751,000 or $2.05$0.92 loss per share, compared with net income of approximately $24,413,000,$10,675,000 or $2.41$0.98 diluted earnings per diluted share, for the ninesix months ended SeptemberJune 30, 2016.2021. The period-over-period decrease was primarily due to a $57,866,000 increase in losses and loss adjustment expenses, a net estimated lossesdecrease in income from our investment portfolio (consisting of approximately $54,000,000 resulting from Hurricane Irma.net investment income/loss and net realized and unrealized gains/losses) of $13,747,000, a $10,037,000 increase in policy acquisition and other underwriting expenses, and a $9,139,000 increase in general and administrative personnel expenses, offset by an increase in net premiums earned of $69,835,000 and a $1,963,000 decrease in interest expense.

Revenue

Gross Premiums Earned on a consolidated basis for the ninesix months ended SeptemberJune 30, 20172022 and 20162021 were approximately $270,376,000$360,049,000 and $286,273,000,$270,382,000, respectively. The decrease in 2017 was attributable to policy attrition as well as a rate decrease effective on new and renewal policies beginning in January 2016.

Premiums CededHCPCI gross premiums earned were $231,984,000 for the ninesix months ended SeptemberJune 30, 20172022 compared to $202,571,000 for the six months ended June 30, 2021. Gross premiums earned from the United insurance policies assumed were $46,316,000 for the six months ended June 30, 2022 compared to $44,357,000 for the six months ended June 30, 2021. TypTap’s gross premiums earned were $128,065,000 versus $67,811,000 for the same comparative period with the increase due to a greater number of policies in force from the organic growth in TypTap’s business and 2016from the business assumed from United beginning June 1, 2021.

Premiums Ceded for the six months ended June 30, 2022 and 2021 were approximately $101,529,000$109,367,000 and $105,998,000,$89,535,000, respectively, representing 37.6%30.4% and 37.0%33.1%, respectively, of gross premiums earned. The percentage$19,832,000 increase from the corresponding period in 2016 was primarily attributable to the adjustments related to the retrospective provisions under certain reinsurance contracts offset in part by lowerhigher reinsurance costs for the 2022 contract year due to an increased overall reinsurance coverage amount as described earlier. a result of premium growth and expansion.

For the ninesix months ended SeptemberJune 30, 2017,2022, premiums ceded included a net increasedecrease of approximately $5,509,000$7,874,000 related to these provisions. For the nine months ended September 30, 2016, premiums ceded reflectedretrospective provisions compared with a net reduction of approximately $9,250,000.$8,255,000 for the six months ended June 30, 2021. See “Economic Impact of Reinsurance Contracts with Retrospective Provisions” under “Critical Accounting Policies and Estimates.”

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Net Premiums Written for the ninesix months ended SeptemberJune 30, 20172022 and 20162021 totaled approximately $199,218,000$254,079,000 and $202,307,000,$221,291,000, respectively. The decrease$32,788,000 increase in 20172022 resulted primarily from a decrease of approximately $7,600,000 in gross premiums written combined with a decrease of approximately $4,500,000 in premiums ceded during the year.factors described earlier.

Net Premiums Earned for the ninesix months ended SeptemberJune 30, 20172022 and 20162021 were approximately $168,847,000$250,682,000 and $180,275,000,$180,847,000, respectively, and reflectedreflect the gross premiums earned less reinsurance costs as described above.

The following is a reconciliation of our total Net Premiums Written to Net Premiums Earned for the ninesix months ended SeptemberJune 30, 20172022 and 20162021 (amounts in thousands):

 

  Nine Months Ended 

 

Six Months Ended

 

  September 30, 

 

June 30,

 

  2017   2016 

 

2022

 

 

2021

 

Net Premiums Written

  $199,218   $202,307 

 

$

254,079

 

 

$

221,291

 

Increase in Unearned Premiums

   (30,371   (22,032

 

 

(3,397

)

 

 

(40,444

)

  

 

   

 

 

Net Premiums Earned

  $168,847   $180,275 

 

$

250,682

 

 

$

180,847

 

  

 

   

 

 

Net Investment Income for the ninesix months ended SeptemberJune 30, 20172022 and 20162021 was approximately $8,522,000$6,552,000 and $6,000,000,$7,229,000, respectively. The increase in 2017$677,000 decrease was primarily dueattributable to $1,724,000 ofa $1,456,000 decrease in

55


income from real estate investments and a $560,000 decrease in income from limited partnership investments, compared with $54,000 ofoffset by a $760,000 increase in income during the corresponding period in 2016.from available-for-sale fixed-maturity securities. SeeNet Investment Income (Loss) under Note 4 -- “Investments” underNet Investment Income to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form10-Q.

Net Other-Than-Temporary ImpairmentUnrealized Investment Losses for the ninesix months ended SeptemberJune 30, 2017 and 20162022 were approximately $864,000 and $1,441,000, respectively. During$7,810,000 versus $1,220,000 of net unrealized investment gains for the ninesix months ended SeptemberJune 30, 2017, we recognized impairment losses specific to two fixed-maturity securities and five equity securities.2021. The fixed-maturity securities were subject to impairment resulting from our intention to sell these securities before their recovery. Five equity securities were impaired as a result ofnet unrealized investment loss for the length of time each security had been in an unrealized loss position with no near-term prospect of recovery. During the ninesix months ended SeptemberJune 30, 2016, we recognized impairment losses specific2022 was primarily attributable to two fixed-maturity securities and 16an overall decline in the equity securities.

Gain on Repurchases of Convertible Senior Notes formarket compared with the ninesix months ended SeptemberJune 30, 2016 was approximately $153,000. The gain was attributable to the repurchase of $13,010,000 in principal of our 3.875% Convertible Senior Notes during the first quarter of 2016.2021.

Gain on bargain purchasefor the nine months ended September 30, 2016 was approximately $2,071,000, resulting from the August 2016 acquisition of one real estate business.Expenses

Expenses

Our consolidated Losses and Loss Adjustment Expensesamounted to approximately $142,425,000$159,534,000 and $79,261,000, respectively,$101,668,000 for the ninesix months ended SeptemberJune 30, 20172022 and 2016. Our 2017 losses and loss adjustment expenses included a net initial estimate of $54,000,000 of losses related to Hurricane Irma and additional losses of approximately $2,500,000 related to Hurricane Matthew. In addition, our losses and loss adjustment expenses reflected the continuation of reserve strengthening

52


in response to trends involving assignment of insurance benefits and related litigation. Compared with the corresponding period in 2016, our2021, respectively. HCPCI losses and loss adjustment expenses were impacted by weather-related events including Hurricane Hermine.$92,687,000 for the six months ended June 30, 2022 compared to $73,080,000 for the six months ended June 30, 2021. The increase was primarily attributable to $3,000,000 of losses associated with growth in HCPCI’s Florida portfolio, a $13,972,000 net increase in losses attributable to the United policies assumed due to an increase in the number of policies assumed from United and $1,241,000 of additional losses reported during the first half of 2022 from Tropical Storm Eta. Losses and loss adjustment expenses for TypTap were $67,680,000 versus $28,752,000 for the same comparative period. The increase was attributable to $29,750,000 of losses attributable to the greater number of TypTap policies in force, $4,951,000 of additional losses from policies assumed or renewed from United, and $3,990,000 of prior period losses. See “Reserves for Losses and Loss Adjustment Expenses” under “Critical Accounting Policies and Estimates.”

Policy Acquisition and Other Underwriting Expenses for the ninesix months ended SeptemberJune 30, 20172022 and 20162021 were approximately $29,645,000$56,271,000 and $32,525,000,$46,234,000 on a consolidated basis, respectively. Policy acquisition expenses for HCPCI insurance operations were $36,348,000 for the six months ended June 30, 2022 compared to $33,041,000 for the six months ended June 30, 2021. The increase was due to amortization of increased costs associated with the increase in the number of policies assumed from United. TypTap Group policy acquisition expenses were $20,007,000 versus $13,252,000 for the same comparative period, with the increase attributable to amortization of increased commission costs related to the growth of TypTap’s policies in force over the past 12 months and the policies assumed from United.

General and Administrative Personnel Expenses for the six months ended June 30, 2022 and 2021 were approximately $29,335,000 and $20,196,000, respectively. The $2,880,000 decrease from the corresponding period in 2016period-over-period increase of $9,139,000 was primarily attributable to decreased commissionsan increase in the headcount of temporary and premium taxes resulting from policy attritionfull-time employees, merit increases for non-executive employees effective in late February 2022, and the effect of the rate decrease.higher stock-based compensation expense.

Salaries and WagesInterest Expense for the ninesix months ended SeptemberJune 30, 20172022 and 2016 were2021 was approximately $15,051,000$2,116,000 and $17,009,000,$4,079,000, respectively. The $1,958,000 decrease primarily resulted from conversions of our 4.25% convertible senior notes during the corresponding period in 2016 was primarily attributable to the capitalizationsecond half of approximately $1,360,000 of payroll costs2021, offset by interest expense related to a software development project for internal use and lower bonuses forour 4.75% convertible senior management.notes issued in May 2022.

Loss on repurchases of Senior NotesIncome Tax Benefit for the ninesix months ended SeptemberJune 30, 20172022 was approximately $743,000, resulting from the early extinguishment of our 8% Senior Notes. See Note 8 — “Long-Term Debt” under 8% Senior Notes to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form10-Q.

Income Tax Benefitfor the nine months ended September 30, 2017 was $13,587,000$1,808,000 for state, federal, and foreign income taxes compared with income tax expense of $16,542,000 for the nine months ended September 30, 2016, resulting in an effective tax rate of 41.7%23.9% for 20172022. This compared with approximately $4,524,000 of income tax expense for the six months ended June 30, 2021, resulting in an effective tax rate of 29.8% for 2021. The decrease in the effective tax rate was primarily attributable to the recognition of tax benefits attributable to restricted stock that vested in February and 40.4% for 2016.May 2022.


Ratios:

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The loss ratio applicable to the nine months ended September 30, 2017 was 84.3% compared with 44.0% for the ninesix months ended June 30, 2016.2022 (losses and loss adjustment expenses incurred related to net premiums earned) was 63.6% compared with 56.2% for the six months ended June 30, 2021. The increase was primarily due to the increase in losses and loss adjustment expenses as further described above, combined with the decreaseoffset in net premiums earned which was driven in large part by the increase in cedednet premiums due to the aforementioned adjustments.earned.

The expense ratio applicable to the ninesix months ended SeptemberJune 30, 20172022 was 43.2%40.3% compared with 39.8%44.0% for the ninesix months ended SeptemberJune 30, 2016.2021. The increasedecrease in our expense ratio iswas primarily attributable to the decreaseincrease in net premiums earned as described above.and the decrease in interest expense, offset in part by the increase in policy acquisition, underwriting and personnel expenses.

The combined ratio is the measure of overall underwriting profitability before other income. Our combined ratio for the ninesix months ended SeptemberJune 30, 20172022 was 127.5%103.9% compared with 83.8%100.2% for the ninesix months ended SeptemberJune 30, 2016.2021. The increase in 2022 was attributable to the factors described above.

Due to the impact our reinsurance costs have on net premiums earned from period to period, our management believes the combined ratio measured to gross premiums earned is more relevant in assessing overall performance. The combined ratio to gross premiums earned for the ninesix months ended SeptemberJune 30, 20172022 was 79.7%72.4% compared with 52.8%67.0% for the ninesix months ended SeptemberJune 30, 2016.

2021. The increase in 2022 was primarily attributable to the increase in losses and loss adjustment expenses, offset by the increase in gross premiums earned.

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Seasonality of Our Business

Our insurance business is seasonal as hurricanes and tropical storms affecting Florida, our primary market, and other southeastern states typically occur during the period from June 1st through November 30th of each year. Winter storms in the northeast usually occur during the period between December 1st and March 31st of each year. Also, with our reinsurance treaty year typically effective June 1st of each year, any variation in the cost of our reinsurance, whether due to changes in reinsurance rates, coverage levels or changes in the total insured value of our policy base, will occur and be reflected in our financial results beginning June 1st of each year.

LIQUIDITY AND CAPITAL RESOURCES

Throughout our history, our liquidity requirements have been met through issuances of our common and preferred stock, debt offerings and funds from operations. We expect our future liquidity requirements will be met by funds from operations, primarily the cash received by our insurance subsidiaries from premiums written and investment income. We may consider raising additional capital through debt and equity offerings to support our growth and future investment opportunities.

Our insurance subsidiary requiressubsidiaries require liquidity and adequate capital to meet ongoing obligations to policyholders and claimants and to fund operating expenses. In addition, we attempt to maintain adequate levels of liquidity and surplus to manage any differences between the duration of our liabilities and invested assets. In the insurance industry, cash collected for premiums from policies written is invested, interest and dividends are earned thereon, and losses and loss adjustment expenses are paid out over a period of years. This period of time varies by the circumstances surrounding each claim. SubstantiallyWith the exception of litigated claims, substantially all of our losses and loss adjustment expenses are fully settled and paid within 100 days of the claim receipt date. Additional cash outflow occurs through payments of underwriting costs such as commissions, taxes, payroll, and general overhead expenses.

We believe that we maintain sufficient liquidity to pay claims and expenses, as well as to satisfy commitments in the event of unforeseen events such as reinsurer insolvencies, inadequate premium rates, or reserve deficiencies. We maintain a comprehensive reinsurance program at levels management considers adequate to diversify risk and safeguard our financial position.

57


In the future, we anticipate our primary use of funds will be to pay claims, reinsurance premiums, interest, and dividends and to fund operating expenses. In addition, we intend to continue investing inexpenses and real estate to maximize returns and diversify our sources of income, pursue acquisition opportunities, or consider other strategic opportunities.acquisitions.

Revolving Credit Facility, Convertible Senior Notes, Promissory Notes, and Promissory NoteFinance Leases

The following table summarizes our long-term debt’sthe principal and interest payment obligations of our indebtedness at SeptemberJune 30, 2017:2022:

 

Maturity Date

Interest Payment Due Date

3.875%

4.75% Convertible Senior NotesNotes*

June 2042

March 2019March 15

June 1 and September 15December 1**

4.25% Convertible Senior Notes

March 2037

March 1 and September 1

4%

3.75% Callable Promissory Note

Through September 2036

Through February 2031

1st day of each month

3.75% Callable

4.55% Promissory Note

Through August 2036

Through September 2036

1st day of each month

3.95%

3.90% Promissory Note

Through April 2032

Through February 202017th

1st day of each month

Finance leases

Through October 2024

Various

Revolving credit facility

Through December 2023

January 1, April 1, July 1, October 1

*

At the option of the noteholders, we may be required to repurchase for cash all or any portion of the notes on June 1, 2027, June 1, 2032 or June 1, 2037.

**

The cash interest is payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2022.

See Note 8 —10 -- “Long-Term Debt” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form10-Q for additional information.

10-Q.

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Limited Partnership Investments

Our limited partnership investments consist of four private equity funds managed by their general partners. These funds have unexpired capital commitments which are callable at the discretion of the fund’s general partner for funding new investments or expenses of the fund. At September 30, 2017, there was an aggregate unfunded capital balance of $15,931,000. SeeLimited Partnership Investments under Note 4 — “Investments” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form10-Q for additional information.

Share Repurchase Plan

In December 2016, ourMarch 2022, the Board of Directors approved aone-year plan to repurchase up to $20,000,000 of common shares during 2022 under which we may purchase shares of common stock in open market purchases, block transactions and privately negotiated transactions in accordance with applicable federal securities laws. At SeptemberJune 30, 2017,2022, there was approximately $13,818,000$18,117,000 available under the plan. See Note 14 — “Stockholders’ Equity”18 -- “Equity” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form10-Q. 10-Q for more information.

Limited Partnership Investments

Our limited partnership investments consist of six private equity funds managed by their general partners. Two of these funds have unexpired capital commitments which are callable at the discretion of the fund’s general partner for funding new investments or expenses of the fund. Although capital commitments for four of the remaining funds have expired, the general partners may request additional funds under certain circumstances. At June 30, 2022, there was an aggregate unfunded capital balance of $6,465,000. See Limited Partnership Investments under Note 4 -- “Investments” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q for additional information.

Real Estate Development and AcquisitionInvestment

We may contemplate the acquisition of land for future development through oneReal estate has long been a significant component of our existing joint ventures. Althoughoverall investment portfolio. It diversifies our portfolio and helps offset the volatility of other higher-risk investments. Thus, we have no outstanding commitment to fund any future project and we expect to finance future development projects with cash frommay consider increasing our real estate operations and through property financings, we may be required to make additional capital contributions when warranted.investment portfolio should an opportunity arise.

In October 2017, we used approximately $9,215,000, including acquisition-related costs, to purchase commercial real estate in Tampa, Florida. In addition, we completed our development project in Riverview, Florida in July 2017. We currently have the option to acquire the joint venture partner’sa 90% equity interest in this project.FMKT Mel JV, LLC, a Florida limited liability company for which we are not the primary beneficiary. In June 2022, FMKT Mel JV sold its last outparcel and recognized a net gain of $572,000. We anticipate that the liquidation of FMKT Mel JV and the distribution of its earnings will take place during the third quarter of 2022.

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Sources and Uses of Cash

Cash Flows for the Nine months ended SeptemberSix Months Ended June 30, 20172022

Net cash provided by operating activities for the ninesix months ended SeptemberJune 30, 20172022 was approximately $51,393,000,$21,629,000, which consisted primarily of cash received from net premiums written, reinsurance recoveries (of approximately $26,584,000) less cash disbursed for operating expenses, losses and loss adjustment expenses and interest payments. Net cash used in investing activities of $90,959,000$360,095,000 was primarily due to the purchases ofavailable-for-sale fixed-maturity and tradingequity securities of $141,277,000,$394,021,000, the limited partnership investmentspurchases of $2,623,000,property and equipment of $4,229,000, and the real estate investmentspurchase of $2,095,000,intangible assets from United of $3,800,000, offset by the proceeds from sales ofavailable-for-sale fixed-maturity and equity securities of $35,367,000,$35,921,000, the proceeds from calls, repayments and maturities of fixed-maturity securities of $4,020,000, and distributions of $11,758,000received from limited partnership investments and the redemptions and repayments of fixed-maturity securities of $8,786,000.$2,335,000. Net cash provided by financing activities totaled $51,442,000,$70,267,000, which was primarily due to the proceeds from issuance of 4.25%4.75% Convertible Senior Notes of $143,750,000,$172,500,000, offset by $40,250,000 used in the$69,987,000 of share repurchases, net repayment of our 8% senior notes, $4,975,000revolving credit facility of related underwriting and issuance costs, $36,825,000 used in our share repurchases and $9,724,000$15,000,000, $8,091,000 of net cash dividend payments.

payments, debt issuance costs paid of $5,757,000, cash dividends paid to redeemable noncontrolling interest of $2,508,000, and repayments of long-term debt of $501,000.

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Cash Flows for the Nine months ended SeptemberSix Months Ended June 30, 20162021

Net cash provided by operating activities for the ninesix months ended SeptemberJune 30, 20162021 was approximately $91,893,000,$95,647,000, which consisted primarily of cash received from net premiums written, reinsurance recoveries (of approximately $23,775,000) less cash disbursed for operating expenses, losses and loss adjustment expenses and interest payments. Net cash used inprovided by investing activities of $46,875,000$37,805,000 was primarily due to the purchasesproceeds from sales ofavailable-for-sale fixed-maturity and equity securities of $92,491,000,$71,191,000, the proceeds from calls, repayments and thematurities of fixed-maturity securities of $16,677,000, and distributions received from limited partnership investments of $4,670,000,$2,653,000, offset by the proceeds from salespurchases ofavailable-for-sale fixed-maturity and equity securities of $51,570,000.$51,378,000, and the purchases of property and equipment of $1,275,000. Net cash used inprovided by financing activities totaled $20,868,000,$61,538,000, which was primarily due to $11,347,000 usedconsisted of net proceeds of $93,738,000 from Centerbridge for investment in the repurchases of our convertible senior notes, $18,023,000 used in our share repurchase plan and $8,807,000TTIG, offset by $6,452,000 of net cash dividend payments, offset by $18,200,000net repayment of our revolving credit facility of $23,750,000, and $1,308,000 used in aggregate proceeds from the issuance of two promissory notes.share repurchases.

Investments

The main objective of our investment policy is to maximize ourafter-tax investment income with a reasonable level of risk given the current financial market. Our excess cash is invested primarily in money market accounts, certificates of deposit, and investments that are classified as available for sale or trading.fixed-maturity and equity securities.

At SeptemberJune 30, 2017,2022, we had $320,128,000$434,290,000 ofavailable-for-sale fixed-maturity and tradingequity investments, which are carried at fair value. Changes in the general interest rate environment affect the returns available on new fixed-maturity investments. While a rising interest rate environment enhances the returns available on new investments, it reduces the market value of existing fixed-maturity investments and thus the availability of gains on disposition. A decline in interest rates reduces the returns available on new fixed-maturity investments but increases the market value of existing fixed-maturity investments, creating the opportunity for realized investment gains on disposition.

With the exception of large national banks, it is our current policy not to maintain cash deposits of more than an aggregate of $10,000,000 in any one bank at any time. From time to time, we may have in excess of $10,000,000 of cash designated for investment and on deposit at a single national brokerage firm. In the future, we may alter our investment policy as to investments in federal, state and municipal obligations, preferred and common equity securities and real estate mortgages, as permitted by applicable law, including insurance regulations.

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OFF-BALANCE SHEET ARRANGEMENTS

As of SeptemberJune 30, 2017,2022, we had unexpired capital commitments for four limited partnerships in which we hold interests. Such commitments are not recognized in the financial statements but are required to be disclosed in the notes to the financial statements. See Note 16 —20 -- “Commitments and Contingencies” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form10-Q and Contractual Obligations and Commitment below for additional information.

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CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The following table summarizes our material contractual obligations and commitments as of September 30, 2017 (amounts in thousands):

   Payment Due by Period 
   Total   Less than
1 Year
   1-3 Years   3-5 Years   More than
5 Years
 

Operating lease (1)

  $614    147    279    188    —   

Service agreement (1)

   107    23    50    34    —   

Reinsurance contracts (2)

   26,471    21,971    2,571    1,929    —   

Unfunded capital commitments (3)

   15,931    15,931    —      —      —   

Long-term debt obligations (4)

   300,645    12,163    116,816    155,828    15,838 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $343,768    50,235    119,716    157,979    15,838 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)Represents the lease for office space in Miami, Florida and the lease and maintenance service agreement for office space in Noida, India. Liabilities related to our India operations were converted from Indian rupees to U.S. dollars using the October 2, 2017 exchange rate.
(2)Represents the minimum payment of reinsurance premiums under multi-year reinsurance contracts. Reinsurance premiums payable after December 31, 2017 under one contract are estimated and subject to subsequent revision as the premiums are determined on a quarterly basis based on the premiums associated with the applicable flood total insured value on the last day of the preceding quarter.
(3)Represents the unfunded balance of capital commitments under the subscription agreements related to four limited partnerships in which we hold an interest.
(4)Amounts represent principal and interest payments over the lives of various long-term debt obligations. See Note 8 — “Long-Term Debt” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form10-Q.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We have prepared our consolidated financial statements and related disclosures in accordance with accounting principles generally accepted in the United States of America.America (“U.S. GAAP”). The preparation of these consolidated financial statements and related disclosures requires us to make judgments, assumptionsestimates and estimatesjudgments to develop amounts reflected and disclosed in our consolidated financial statements. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances. Actual results may differ from these estimates and such differences may be material.

We believe our critical accounting policies and estimates are those related to losses and loss adjustment expenses, amounts receivable with respect to reinsurers, reinsurance with retrospective provisions, deferred income taxes, and stock-based compensation expense. These policies are critical to the portrayal of our financial condition and operating results. They require management to make judgments and estimates about inherently uncertain matters. Material estimates that are particularly susceptible to significant change in the near term are related to our losses and loss adjustment expense reserves,expenses, which include amounts estimated for claims incurred but not yet reported,reported. We base our estimates on various assumptions and actuarial data we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates.

We believe our accounting policies specific to losses and loss adjustment expenses, reinsurance recoverable, balance and reinsurance contracts with retrospective provisions.provisions, deferred income taxes, stock-based compensation expense, limited partnership investments, acquired intangible assets, warrants, and redeemable noncontrolling interest involve our most significant judgments and estimates material to our consolidated financial statements.

Reserves for Losses and Loss Adjustment Expenses

Our gross liability for losses and loss adjustment expense (“Reserves”) is specific to property insurance, which is our insurance division’ssubsidiaries’ only line of business. The Reserves include both case reserves on reported claims and our reserves for incurred but not reported (“IBNR”) losses. At each

57


period end date, the balance of our Reserves is based on our best estimate of the ultimate cost of each claim for those known cases and the IBNR loss reserves are estimated based primarily on our historical experience. Changes in the estimated liability are charged or credited to operations as the losses and loss adjustment expenses are adjusted.

The IBNR represents our estimate of the ultimate cost of all claims that have occurred but have not been reported to us, and in some cases may not yet be known to the insured, and future development of reported claims. Estimating the IBNR component of our Reserves involves considerable judgment on the part of management. At SeptemberJune 30, 2017, $213,825,0002022, $177,320,000 of the total $344,672,000$238,824,000 we have reserved for losses and loss adjustment expenses is attributable to our estimate of IBNR. The remaining $130,847,000$61,504,000 relates to known cases which have been reported but not yet fully settled in which case we have established a reserve based on currently available information and our best estimate of the cost to settle each claim. At SeptemberJune 30, 2017, $16,688,0002022, $42,941,000 of the $130,847,000$61,504,000 in reserves for known cases relates to claims incurred during prior years.

Our Reserves increased from $70,492,000$237,165,000 at December 31, 20162021 to $344,672,000$238,824,000 at SeptemberJune 30, 2017.2022. The $274,180,000$1,659,000 increase in our Reserves is comprised of $297,047,000$92,101,000 in reserves related to claims occurring inestablished for the 20172022 loss year, offset by reductions in our Reserves of $13,765,000$21,777,000 specific to Hurricane Irma, Hurricane Michael, Hurricane Sally and Tropical Storm Eta, and reductions in our non-catastrophe Reserves of $49,711,000 for 20162021 and $9,102,000$18,954,000 for 20152020 and prior loss years. The $297,047,000 in Reserves established for 20172022 claims is primarily driven by losses from Hurricane Irma, an allowance for subsequent development of claims reported for the accident year, and an allowance for those claims that have been incurred but not reported to the company as of SeptemberJune 30, 2017.2022. The decrease of $22,867,000$68,665,000 specific to our 20162021 and prior loss-year reserves is primarily due to settlement of claims related to those loss years.

Based on all information known to us, we consider our Reserves at SeptemberJune 30, 20172022 to be adequate to cover our claims for losses that have occurred as of that date including losses yet to be reported to us. However, these estimates are continually reviewed by management as they are subject to significant variability and may be impacted by trends in claim severity and frequency or unusual exposures that have not yet been identified. As part of the process, we review historical data and consider various factors, including known and anticipated

60


regulatory and legal developments, changes in social attitudes, inflation and economic conditions. As experience develops and other data becomes available, these estimates are revised, as required, resulting in increases or decreases to the existing unpaid losses and loss adjustment expenses. Adjustments are reflected in the results of operations in the period in which they are made, and the liabilities may deviate substantially from prior estimates.

Reinsurance Recoverable Balance

Our reinsurance recoverable balance represents an estimate of the amount of paid and unpaid losses and loss adjustment expenses that is recoverable from reinsurers. These estimates are determined in a manner consistent with the terms of the applicable reinsurance contracts and based on the ultimate losses and loss adjustment expenses we expect to incur. Given the uncertainty of the ultimate amounts of losses and loss adjustment expenses, the estimates may vary significantly from the eventual outcome.

58


Economic Impact of Reinsurance Contracts with Retrospective Provisions

Certain ofFrom time to time, our reinsurance contracts may include retrospective provisions that adjust premiums increase the amount of future coverage, or result in a profit commission in the event losses are minimal or zero. In accordance with accounting principles generally accepted in the United States of America, we will recognize an asset in the period in which the absence of loss experience gives rise to an increase in future coverage or obligates the reinsurer to pay cash or other consideration under the contract. In the event that a loss arises, we will derecognize such asset in the period in which a loss arises. Such adjustments to the asset, which accrue throughout the contract term, will negatively impact our operating results when a catastrophic loss event occurs during the contract term.

As described in Note 9 — “Reinsurance” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form10-Q, we adjusted the balances of accrued benefits and deferred reinsurance premiums during the third quarter of 2017 due to the impact of Hurricane Irma. For the three months ended SeptemberJune 30, 2017, we derecognized $9,300,000 of net accrued benefits. For the three months ended September 30, 2017, we recognized $3,163,000 in ceded premiums, including the reversal of the majority of reinsurance costs deferred in prior periods. In contrast, for the three months ended September 30, 2016,2022 and 2021, we accrued benefits of $2,490,000.$6,390,000 and $3,575,000, respectively. For the threesix months ended SeptemberJune 30, 2016, we deferred recognition of $937,000 in ceded premiums. In combination, for the three months ended September 30, 2017, we recognized a net increase in ceded premiums of $12,464,000 as opposed to a net reduction in ceded premiums of $3,428,000 for the three months ended September 30, 2016.

For the nine months ended September 30, 2017, we derecognized $3,841,000 of net accrued benefits. For the nine months ended September 30, 2017, we recognized ceded premiums of $1,667,000, including the reversal of the majority of previously deferred reinsurance costs. By comparison,2022 and 2021, we accrued benefits of $11,120,000 for the nine months ended September 30, 2016. For the nine months ended September 30, 2016, we$7,874,000 and $8,255,000, respectively. The accrual of benefits was recognized net ceded premiums of $1,871,000, representing amortization of $3,085,000 of previously deferred reinsurance costs for increased coverage offset by $1,214,000 of ceded premiums deferred for the period. In combination, for the nine months ended September 30, 2017, we recognizedas a net increase in ceded premiums of $5,508,000 as opposed to a net reduction in ceded premiums of $9,250,000 for the nine months ended September 30, 2016. In June 2016, we received cash totaling $37,800,000 in connection with the benefits accrued for two retrospective reinsurance contracts that were terminated effective May 31, 2016. In September 2016, we received a cash payment of $5,716,000 under the terms of one retrospective reinsurance contract which terminated May 31, 2016.premiums.

As of SeptemberJune 30, 2017,2022, we had $1,969,000$10,938,000 of accrued benefits, and $484,000 of ceded premiums deferred, amountsthe amount that would be charged to earnings in the event we experience a catastrophic loss that exceeds the coverage limitslimit provided under such agreements and in the period that the increased coverage is applicable. At December 31, 2016, we had $5,810,000 of accrued benefits and $2,152,000 of ceded premiums deferred related to these agreements.agreement.

We believe the credit risk associated with the collectability of these accrued benefits is minimal based on available information about the individualeach reinsurer’s financial position and payment history.each reinsurer’s demonstrated ability to comply with contract terms.

The above and other accounting estimates and their related risks that we consider to be our critical accounting estimates are more fully described in our Annual Report on Form10-K, which we filed with the SEC on February 22, 2017.March 10, 2022. For the ninesix months ended SeptemberJune 30, 2017,2022, there have been no other material changes with respect to any of our critical accounting policies.

59


RECENT ACCOUNTING PRONOUNCEMENTS

For information with respect toThere have been no recent accounting pronouncements andor changes in recent accounting pronouncements during the impactsix months ended June 30, 2022, as compared to those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, that are of these pronouncements on our consolidated financial statements, see Note 3significance, or potential significance, to our Notes to Consolidated Financial Statements.

the Company.

61


 

60


ITEM 3 –QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our investment portfolioportfolios at SeptemberJune 30, 20172022 included fixed-maturity and equity securities, the primary purposes of which are not for value preservation.speculation. Our main objective is to maximizeafter-tax investment income and maintain sufficient liquidity to meet our obligations while minimizing market risk, which is the potential economic loss from adverse fluctuations in securities prices. We consider many factors including credit ratings, investment concentrations, regulatory requirements, anticipated fluctuation of interest rates, durations and market conditions in developing investment strategies. Our investment securities are managed primarily by outside investment advisors and are overseen by the investment committee appointed by our boardBoard of directors.Directors. From time to time, our investment committee may decide to invest in low risk assets such as U.S. government bonds.

Our investment portfolios are exposed to interest rate risk, credit risk and equity price risk. Fiscal and economic uncertainties caused by any government action or inaction may exacerbate these risks and potentially have adverse impacts on the value of our investment portfolios.

We classify our fixed-maturity securities and the majority of equity securities asavailable-for-sale and report any unrealized gains or losses, net of deferred income taxes, as a component of other comprehensive income within our stockholders’ equity. As such, any material temporary changes in their fair value can adversely impact the carrying value of our stockholders’ equity. In addition, we recognize any unrealized gains or losses related to our equity securities in our statement of income. As a result, our results of operations can be materially affected by the volatility in the equity market.

Interest Rate Risk

Our fixed-maturity securities are sensitive to potential losses resulting from unfavorable changes in interest rates. We manage the risk by analyzing anticipated movement in interest rates and considering our future capital needs.

The following table illustrates the impact of hypothetical changes in interest rates to the fair value of our fixed-maturity securities at SeptemberJune 30, 20172022 (amounts in thousands):

 

Hypothetical Change in Interest Rates

  Estimated
Fair Value
   Change in
Estimated
Fair Value
   Percentage
Increase
(Decrease) in
Estimated
Fair Value
 

 

Estimated
Fair Value

 

 

Change in
Estimated
Fair Value

 

 

Percentage
Increase
(Decrease)
in Estimated
Fair Value

 

300 basis point increase

  $232,088   $(24,014   (9.38)% 

 

$

380,227

 

 

$

(18,344

)

 

 

-4.60

%

200 basis point increase

   240,087    (16,015   (6.25)% 

 

 

386,341

 

 

 

(12,230

)

 

 

-3.07

%

100 basis point increase

   248,092    (8,010   (3.13)% 

 

 

392,455

 

 

 

(6,116

)

 

 

-1.53

%

100 basis point decrease

   264,115    8,013    3.13

 

 

404,685

 

 

 

6,114

 

 

 

1.53

%

200 basis point decrease

   271,506    15,404    6.02

 

 

410,758

 

 

 

12,187

 

 

 

3.06

%

300 basis point decrease

   275,881    19,779    7.72

 

 

416,417

 

 

 

17,846

 

 

 

4.48

%

Credit Risk

Credit risk can expose us to potential losses arising principally from adverse changes in the financial condition of the issuers of our fixed-maturity securities. We mitigate the risk by investing in fixed-maturity securities that are generally investment grade, by diversifying our investment portfolio to avoid concentrations in any single issuer or business sector, and by continually monitoring each individual security for declines in credit quality. While we emphasize credit quality in our investment selection process, significant downturns in the markets or general economy may impact the credit quality of our portfolio.

62


 

61


The following table presents the composition of our fixed-maturity securities, by rating, at SeptemberJune 30, 20172022 (amounts in thousands):

 

 

 

 

 

% of Total

 

 

 

 

 

% of Total

 

 

Amortized

 

 

Amortized

 

 

Estimated

 

 

Estimated

 

Comparable Rating

  Amortized
Cost
   % of
Total
Amortized
Cost
   Estimated
Fair Value
   % of
Total
Estimated
Fair
Value
 

 

Cost

 

 

Cost

 

 

Fair Value

 

 

Fair Value

 

AAA

  $2,521    1   $2,527    1 

 

$

93,368

 

 

 

23

 

 

$

93,273

 

 

 

23

 

AA+, AA, AA-

   70,830    28    71,256    28 

 

 

281,539

 

 

 

70

 

 

 

276,805

 

 

 

69

 

A+, A, A-

   93,220    37    93,630    37 

 

 

12,791

 

 

 

3

 

 

 

12,569

 

 

 

3

 

BBB+, BBB, BBB-

   57,523    23    59,024    23 

 

 

14,335

 

 

 

3

 

 

 

14,115

 

 

 

4

 

BB+, BB, BB-

   9,446    4    9,647    4 

B+, B, B-

   6,133    2    6,130    2 

CCC+, CC and Not rated

   13,489    5    13,888    5 

 

 

1,811

 

 

 

1

 

 

 

1,809

 

 

 

1

 

  

 

   

 

   

 

   

 

 

Total

  $253,162    100   $256,102    100 

 

$

403,844

 

 

 

100

 

 

$

398,571

 

 

 

100

 

  

 

   

 

   

 

   

 

 

Equity Price Risk

Our equity investment portfolio at SeptemberJune 30, 20172022 included common stocks, perpetual preferred stocks, mutual funds and exchange tradedexchange-traded funds. We may incur losses due to adverse changes in equity security prices. We manage the risk primarily through industry and issuer diversification and asset mix.

The following table illustrates the composition of our equity securities at SeptemberJune 30, 20172022 (amounts in thousands):

 

 

 

 

 

% of Total

 

 

Estimated

 

 

Estimated

 

  Estimated
Fair Value
   % of
Total
Estimated
Fair Value
 

 

Fair Value

 

 

Fair Value

 

Stocks by sector:

    

 

 

 

 

 

 

Consumer

 

$

7,360

 

 

 

21

 

Financial

  $26,121    41 

 

 

5,747

 

 

 

16

 

Industrial

   5,378    8 

Consumer

   4,996    8 

Energy

   3,281    5 

Technology

 

 

1,903

 

 

 

5

 

Other (1)

   6,467    10 

 

 

2,570

 

 

 

7

 

  

 

   

 

 

 

 

17,580

 

 

 

49

 

   46,243    72 
  

 

   

 

 

Mutual funds and Exchange traded funds by type:

    

Mutual funds and exchange-traded funds by type:

 

 

 

 

 

 

Debt

   16,840    27 

 

 

15,087

 

 

 

42

 

Equity

   943    1 

 

 

3,052

 

 

 

9

 

  

 

   

 

 
   17,783    28 
  

 

   

 

 

Total

  $64,026    100 

 

$

35,719

 

 

 

100

 

  

 

   

 

 

 

(1)Represents an aggregate of less than 5% sectors.
(1)
Represents an aggregate of less than 5% sectors.

Foreign Currency Exchange Risk

At SeptemberJune 30, 2017,2022, we did not have any material exposure to foreign currency related risk.

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62


ITEM 4 –CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial and accounting officer), we have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, and, based on this evaluation, our chief executive officer and our chief financial officer have concluded that these disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting during the quarter ended SeptemberJune 30, 20172022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, implementation of possible controls and procedures depends on management’s judgment in evaluating their benefits relative to costs.

64


PART II – OTHER INFORMATION

The Company is a party to claims and legal actions arising routinely in the ordinary course of our business. Although we cannot predict with certainty the ultimate resolution of the claims and lawsuits asserted against us, we do not believe that any currently pending legal proceedings to which we are a party will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

ITEM 1A –RISK FACTORS

There have been no material changes fromin the risk factors previously disclosed in the section entitled “Risk Factors” in our Form10-K, which was filed with the SEC on February 22, 2017.

March 10, 2022.

 

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ITEM 2 –UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)
Sales of Unregistered Securities and Use of Proceeds

All information related to sales of unregistered securities hadhave been reported in a current reportCurrent Report on Form8-K. 8-K filings.

(b)
Repurchases of Securities

The table below summarizes the number of common shares repurchased duringunder the three months ended September 30, 2017 under a share repurchase agreement and the 2022 repurchase plan approved by our Board of Directors, and also the number of common shares surrendered by employees to satisfy payroll tax liabilities associated with the vesting of restricted shares (dollar amounts in thousands, except share and per share amounts):

 

For the Month Ended

  Total Number
of Shares
Purchased
   Average
Price Paid
Per Share
   Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs (a)
   Maximum Dollar
Value of Shares That
May Yet Be
Purchased Under
The Plans or
Programs (b)
 

July 31, 2017

   895   $44.53    895   $18,371 

August 31, 2017

   38,530   $40.31    38,530   $16,818 

September 30, 2017

   85,424   $35.12    85,424   $13,818 
  

 

 

     

 

 

   
   124,849   $36.79    124,849   
  

 

 

     

 

 

   

 

 

Total
Number
of Shares

 

 

Average
Price
Paid

 

 

Total
Number of
Shares
Purchased
as Part of
Publicly
Announced Plans

 

 

Maximum
Dollar
Value of Shares
That May Yet
Be Purchased
Under
The Plans

 

For the Month Ended

 

Purchased

 

 

Per Share

 

 

or Programs (a)

 

 

or Programs (b)

 

April 30, 2022

 

 

6,264

 

 

$

64.89

 

 

 

6,264

 

 

$

19,594

 

May 31, 2022 (c)

 

 

1,060,074

 

 

$

64.43

 

 

 

9,284

 

 

$

18,996

 

June 30, 2022

 

 

13,917

 

 

$

63.18

 

 

 

13,917

 

 

$

18,117

 

 

 

 

1,080,255

 

 

$

64.42

 

 

 

29,465

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)The share repurchase plan approved by our Board of Directors on December 15, 2016 commenced in January 2017.
(b)Represents the balances before commissions and fees at the end of each month.

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(a)
In March 2022, our Board of Directors authorized a plan announced March 14, 2022 to repurchase up to $20,000 of the Company’s common shares before commissions and fees during 2022.
(b)
Represents the balances before commissions and fees at the end of each month. See Note 18 -- “Equity” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q for additional information.
(c)
During May 2022, 1,037,600 shares of common stock were repurchased from institutional investors (see Note 18 -- “Equity” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q for additional information).

Working Capital Restrictions and Other Limitations on Payment of Dividends

We are not subject to working capital restrictions or other limitations on the payment of dividends. Our insurance subsidiaries, however, are subject to restrictions on the dividends they may pay. Those restrictions could impact HCI’s ability to pay future dividends.

Under Florida law, a domestic insurer may not pay any dividend or distribute cash or other property to its stockholder except out of that part of its available and accumulated capital and surplus funds which is derived from realized net operating profits on its business and net realized capital gains. Additionally, a Florida domestic insurer may not make dividend payments or distributions to its stockholder without prior approval of the Florida Office of Insurance Regulation if the dividend or distribution would exceed the larger of (1) the lesser of (a) 10.0% of its capital surplus or (b) net income, not including realized capital gains, plus a two year carry forward, (2) 10.0% of capital surplus with dividends payable constrained to unassigned funds minus 25% of unrealized capital gains or (3) the lesser of (a) 10.0% of capital surplus or (b) net investment income plus a three year carry forward with dividends payable constrained to unassigned funds minus 25% of unrealized capital gains.

Alternatively, a Florida domestic insurer may pay a dividend or distribution without the prior written approval of the Florida Office of Insurance Regulation (1) if the dividend is equal to or less than the greater of (a) 10.0% of the insurer’s capital surplus as regards policyholders derived from realized net operating profits on its business and net realized capital gains or (b) the insurer’s entire

64


net operating profits and realized net capital gains derived during the immediately preceding calendar year, (2) the insurer will have policy holder capital surplus equal to or exceeding 115.0% of the minimum required statutory capital surplus after the dividend or distribution, (3) the insurer files a notice of the dividend or distribution with the Florida Office of Insurance Regulation at least ten business days prior to the dividend payment or distribution and (4) the notice includes a certification by an officer of the insurer attesting that, after the payment of the dividend or distribution, the insurer will have at least 115% of required statutory capital surplus as to policyholders. Except as provided above, a Florida domiciled insurer may only pay a dividend or make a distribution (1) subject to prior approval by the Florida Office of Insurance Regulation or (2) 30 days after the Florida Office of Insurance Regulation has received notice of such dividend or distribution and has not disapproved it within such time.

During the ninesix months ended SeptemberJune 30, 2017, HCPCI2022, our insurance subsidiaries paid a $18,000,000 dividenddividends of $12,000,000 to HCI.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None.ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

ITEM 4 MINE SAFETY DISCLOSURES

None.

ITEM 4 – MINE SAFETY DISCLOSURES

None.

66


ITEM 5 –OTHER INFORMATION

None.

67


 

65ITEM 6 – EXHIBITS


ITEM 6EXHIBITS

The following documents are filed as part of this report:

 

EXHIBIT
NUMBER

DESCRIPTION

NUMBER

DESCRIPTION

3.1

  3.1

Articles of Incorporation, with amendments. Incorporated by reference to the correspondingly numbered exhibit to our Form10-Q filed August 7, 2013.

3.1.1

Articles of Amendment to Articles of Incorporation designating the rights, preferences and limitations of Series B Junior Participating Preferred Stock. Incorporated by reference to Exhibit 3.1 to our Form8-K filed October 18, 2013.

3.2

  3.1.2

Bylaws.Articles of Amendment to Articles of Incorporation cancelling the rights, preferences and limitations of Series B Junior Participating Preferred Stock. Incorporated by reference to Exhibit 3.1 to our Form 8-K filed May 15, 2020.

  3.2

Bylaws, with amendments. Incorporated by reference to the correspondingly numbered exhibit to our Form10-Q 8-K filed August 7, 2013.September 13, 2019.

4.1

Form of common stock certificate. Incorporated by reference to the correspondingly numbered exhibit to our Form10-Q filed November 7, 2013.

4.2

Supplement No. 1,Common Stock Purchase Warrant, dated as of January 17, 2013, to the Indenture, dated as of January  17, 2013, betweenFebruary 26, 2021, issued by HCI Group, Inc. (formerly known as Homeowners Choice, Inc.) and The Bank of New York Mellon Trust Company, N.A., as Trustee. Incorporated by reference to the correspondingly numbered exhibit to our Form8-K filed January 17, 2013.

4.3Form of 8.00% Senior Note due 2020 (included in Exhibit 4.2). Incorporated by reference to the correspondingly numbered exhibit to our Form8-K filed January 17, 2013.
4.4Indenture, dated as of January 17, 2013, between HCI Group, Inc. (formerly known as Homeowners Choice, Inc.) and The Bank of New York Mellon Trust Company, N.A. Incorporated by reference to Exhibit 4.4 to Amendment No. 1 to our Registration Statement on FormS-3 (FileNo. 333-185228) filed December 10, 2012.
4.6Form of Subordinated Indenture. Incorporated by reference to the correspondingly numbered exhibit to Amendment No.  1 to our Registration Statement on FormS-3 (File No. 333-185228) filed December 10, 2012.
4.7Rights Agreement, dated as of October 18, 2013, between HCI Group, Inc. and American Stock Transfer  & Trust Company, LLC, which includes as Exhibit A thereto a summary of the terms of the Series B Junior Participating Preferred Stock, as Exhibit B thereto the Form of Right Certificate, and as Exhibit C thereto the Summary of Rights to Purchase Preferred Shares.CB Snowbird Holdings, L.P. Incorporated by reference to Exhibit 4.1 toof our Form8-K filed October 18, 2013.March 1, 2021.

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4.7.1

  4.3

Amendment,Indenture, dated as of April 18, 2017, to the Rights Agreement,May 23, 2022, by and between the Company and American Stock Transfer  & Trust Company, LLC, dated as of October 18, 2013. Incorporated by reference to Exhibit 4.1 to our Form8-K filed April 24, 2017.

4.8Indenture, dated December  11, 2013, between HCI Group, Inc. and The Bank of New York Mellon Trust Company, N.A. (including Global Note).

  4.6

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended. Incorporated by reference to Exhibit 4.1the corresponding numbered exhibit to our Form8-K 10-K filed DecemberMarch 12, 2013.2021.

4.9

See Exhibits3.1,3.1.1, 3.1.2 and3.2 of this report for provisions of the Articles of Incorporation, as amended, and our Bylaws, as amended, defining certain rights of security holders.

4.10

Indenture, dated March 3, 2017, between HCI Group, Inc. and The Bank of New York Mellon Trust Company, N.A. Incorporated by reference to Exhibit 4.1 of our Form8-K filed March 3, 2017.

4.11

Form of Global 4.25% Convertible Senior Note due 2037 (included in Exhibit 4.1). Incorporated by reference to Exhibit 4.1 of our Form8-K filed March 3, 2017.

10.1

Excess of Loss Retrocession Contract (flood), effective June 1, 2014, issued to Homeowners Choice Property  & Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the correspondingly numbered exhibit to our Form10-Q filed August 6, 2014.

10.2**ExecutivePreferred Stock Purchase Agreement, dated May  1, 2007 betweenFebruary 26, 2021, among TypTap Insurance Group, Inc., HCI Group, Inc. (formerly known as Homeowners Choice, Inc.), and Richard R. Allen. Incorporated by reference to the correspondingly numbered exhibit to our Registration Statement on FormS-1 (File No. 333-150513), originally filed April 30, 2008, effective July 24, 2008, as amended.
10.3Reimbursement Contract effective June 1, 2016 between Homeowners Choice Property  & Casualty Insurance Company and the State Board of Administration which administers the Florida Hurricane Catastrophe Fund. Incorporated by reference to the correspondingly numbered exhibit to our Form10-Q filed August 3, 2016.
10.4Reimbursement Contract effective June 1, 2017 between Homeowners Choice Property  & Casualty Insurance Company and the State Board of Administration which administers the Florida Hurricane Catastrophe Fund.CB Snowbird Holdings, L.P. Incorporated by reference to the corresponding numbered exhibit to our Form10-Q 8-K filed August 3, 2017.March 1, 2021.

10.2

Amended and Restated Articles of Incorporation of TypTap Insurance Group, Inc. filed February 26, 2021. Incorporated by reference to the corresponding numbered exhibit to our Form 8-K filed March 1, 2021.

10.3

Shareholders Agreement, dated February 26, 2021, among TypTap Insurance Group, Inc., CB Snowbird Holdings, L.P., HCI Group, Inc., and the other shareholders party thereto. Incorporated by reference to the corresponding numbered exhibit to our Form 8-K filed March 1, 2021.

68


10.4

Parent Guaranty Agreement, dated February 26, 2021, between HCI Group, Inc. and CB Snowbird Holdings, L.P. Incorporated by reference to the corresponding numbered exhibit to our Form 8-K filed March 1, 2021.

10.5**

Restated HCI Group, Inc. 2012 Omnibus Incentive Plan.Plan as revised April 26, 2022. Incorporated by reference to Exhibit 99.1 ofthe corresponding numbered exhibit to our Form8-K 10-Q filed March 23, 2017.May 6, 2022.

67


10.6**

HCI Group, Inc. (formerly known as Homeowners Choice, Inc.) 2007 Stock Option and Incentive Plan. Incorporated by reference to the correspondingly numbered exhibit to our Form10-Q filed August 29, 2008.

10.7**

Executive Employment Agreement dated November 23, 2016 between Mark Harmsworth and HCI Group, Inc. Incorporated by reference to the corresponding numbered exhibit to our Form10-Q filed August 3, 2017.

10.8

10.31

Working Layer Catastrophe Excess of Loss Reinsurance Contract, effective: June 1, 2016, issued to Homeowners Choice Property  & Casualty Insurance Company, Inc. by subscribing reinsurers (National Fire). Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the correspondingly numbered exhibit to our Form10-Q filed August 3, 2016.

10.9Working Layer Catastrophe Excess of Loss Reinsurance Contract, effective June 1, 2016, issued to Homeowners Choice Property  & Casualty Insurance Company, Inc. by subscribing reinsurers (Claddaugh). Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the correspondingly numbered exhibit to our Form10-Q filed August 3, 2016.
10.10Working Layer Catastrophe Excess of Loss Specific Retrocession Contract effective June  1, 2016 issued to Claddaugh Casualty Insurance Company Ltd. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the correspondingly numbered exhibit to our Form10-Q filed August 3, 2016.
10.11Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2016, issued to, Homeowners Choice Property  & Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the correspondingly numbered exhibit to our Form10-Q filed August 3, 2016.
10.12Property Catastrophe First Excess of Loss Specific Retrocession Contract effective June  1, 2016 issued to Claddaugh Casualty Insurance Company Ltd. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the correspondingly numbered exhibit to our Form10-Q filed August 3, 2016.

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10.13Reinstatement Premium Protection Reinsurance Contract effective June 1, 2016 by Homeowners Choice Property  & Casualty Insurance Company, Inc. and subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the correspondingly numbered exhibit to our Form10-Q filed August 3, 2016.
10.14Property Catastrophe Third Excess of Loss Reinsurance Contract effective June 1, 2016 issued to Homeowners Choice Property  & Casualty Insurance Company, Inc. and subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the correspondingly numbered exhibit to our Form10-Q filed August 3, 2016.
10.15Property Catastrophe First Excess of Loss Reinsurance Contract effective June 1, 2016 issued to Homeowners Choice Property  & Casualty Insurance Company, Inc. and subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the correspondingly numbered exhibit to our Form10-Q filed August 3, 2016.
10.16Working Layer Catastrophe Excess of Loss Specific Retrocession Contract effective June  1, 2017 issued to Claddaugh Casualty Insurance Company Ltd. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form10-Q filed August 3, 2017.
10.17Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2017 issued to Homeowners Choice Property  & Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding number exhibit to our Form10-Q filed August 3, 2017.
10.18Property Catastrophe Second Event Excess of Loss Reinsurance Contract effective June  1, 20172021 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form10-Q filed August 3, 2017.6, 2021.

10.19

10.32

Reinstatement Premium ProtectionProperty Catastrophe Excess of Loss Reinsurance Contract effective June 1, 20172021 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form10-Q filed August 3, 2017.6, 2021.

10.33

Reinstatement Premium Protection Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.34

Joinder, Second Amendment to Credit Agreement and Modification of Other Loan Documents. Incorporated by reference to the corresponding numbered exhibit to our Form 8-K filed January 28, 2021.

10.40

Reinstatement Premium Protection Reinsurance Contract (For First Excess Cat) effective June 1, 2021 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.41

Reinstatement Premium Protection Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.42

Property Catastrophe First Excess of Loss Reinsurance Contract effective June 1, 2021 issued to TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

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10.43

Reinstatement Premium Protection Reinsurance Contract (For First Excess Cat) effective June 1, 2021 issued to TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.23

10.44

Assumption Agreement7th Layer Non-Florida Property Catastrophe Excess of Loss Reinsurance Contract effective October 15, 2014 by and betweenJune 1, 2021 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. and CitizensTypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.45

Flood Property Catastrophe Excess of Loss Reinsurance Contract effective July 1, 2021 issued to Homeowners Choice Property & Casualty Insurance Corporation.Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.48**

TypTap Insurance Group, Inc. 2021 Equity Incentive Plan. Incorporated by reference to Exhibit 10.5 of our Form 8-K filed March 1, 2021.

10.49**

Form of Restricted Stock Award Agreement of TypTap Insurance Group, Inc. Incorporated by reference to Exhibit 10.6 of our Form 8-K filed March 1, 2021.

10.50

Exchange Agreement, dated August 26, 2021, by and between HCI Group, Inc. and Citadel Equity Fund Ltd. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed November 9, 2021.

10.51**

Stock Option Agreement between Paresh Patel and TypTap Insurance Group, Inc. dated October 1, 2021. Incorporated by reference to Exhibit 99.1 to our Form 8-K filed October 7, 2021.

10.52**

TypTap Insurance Group, Inc. 2021 Omnibus Incentive Plan. Incorporated by reference to Exhibit 99.2 of our Form 8-K filed October 7, 2021.

10.53

Purchase Agreement, dated May 18, 2022, by and among HCI Group, Inc., JMP Securities LLC and Truist Securities, Inc., as representatives of the several purchasers named therein. Incorporated by reference to Exhibit 10.1 of our Form8-K filed January 28, 2015.May 23, 2022.

10.28**

10.57

Restricted Stock Agreement dated May  8, 2012 whereby HCI Group, Inc. (formerly known as Homeowners Choice, Inc.) issued 30,000 shares of restricted common stock to Richard R. Allen. Incorporated by reference to Exhibit 10.28 of our Form8-K filed May 10, 2012.

10.30**Restricted Stock Agreement dated May  8, 2012 whereby HCI Group, Inc. (formerly known as Homeowners Choice, Inc.) issued 20,000 shares of restricted common stock to Andrew L. Graham. Incorporated by reference to Exhibit 10.30 of our Form8-K filed May 10, 2012.
10.34**Restricted Stock Agreement dated May  16, 2013 whereby HCI Group, Inc. (formerly known as Homeowners Choice, Inc.) issued 400,000 shares of restricted common stock to Paresh Patel. Incorporated by reference to Exhibit 10.34 of our Form8-K filed May 21, 2013. See Exhibit 10.90
10.35**Restricted Stock Agreement dated May  16, 2013 whereby HCI Group, Inc. (formerly known as Homeowners Choice, Inc.) issued 24,000 shares of restricted common stock to Sanjay Madhu. Incorporated by reference to Exhibit 10.35 of our Form8-K filed May 21, 2013. See Exhibit 10.91
10.36**Restricted Stock Agreement dated May  16, 2013 whereby HCI Group, Inc. (formerly known as Homeowners Choice, Inc.) issued 24,000 shares of restricted common stock to George Apostolou. Incorporated by reference to Exhibit 10.36 of our Form8-K filed May 21, 2013. See Exhibit 10.92
10.37**Restricted Stock Agreement dated May  16, 2013 whereby HCI Group, Inc. (formerly known as Homeowners Choice, Inc.) issued 24,000 shares of restricted common stock to Harish Patel. Incorporated by reference to Exhibit 10.37 of our Form8-K filed May 21, 2013. See Exhibit 10.93
10.38**Restricted Stock Agreement dated May  16, 2013 whereby HCI Group, Inc. (formerly known as Homeowners Choice, Inc.) issued 24,000 shares of restricted common stock to Gregory Politis. Incorporated by reference to Exhibit 10.38 of our Form8-K filed May 21, 2013. See Exhibit 10.94
10.39**Restricted Stock Agreement dated May  16, 2013 whereby HCI Group, Inc. (formerly known as Homeowners Choice, Inc.) issued 24,000 shares of restricted common stock to Anthony Saravanos. Incorporated by reference to Exhibit 10.39 of our Form8-K filed May 21, 2013. See Exhibit 10.95

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10.40**Restricted Stock Agreement dated May  16, 2013 whereby HCI Group, Inc. (formerly known as Homeowners Choice, Inc.) issued 24,000 shares of restricted common stock to Martin Traber. Incorporated by reference to Exhibit 10.40 of our Form8-K filed May 21, 2013. See Exhibit 10.96
10.52**Restricted Stock Agreement dated August 29, 2013 whereby HCI Group, Inc. issued 10,000 shares of restricted common stock to Anthony Saravanos. Incorporated by reference to Exhibit 10.52 of our Form8-K filed August 29, 2013.
10.53**Restricted Stock Agreement dated November  12, 2013 whereby HCI Group, Inc. issued 24,000 shares of restricted common stock to Wayne Burks. Incorporated by reference to Exhibit 10.11 of our Form8-K filed November 13, 2013. See Exhibit 10.97
10.54**Restricted Stock Agreement dated November  12, 2013 whereby HCI Group, Inc. issued 24,000 shares of restricted common stock to James J. Macchiarola. Incorporated by reference to Exhibit 10.12 of our Form8-K filed November  13, 2013. See Exhibit 10.98
10.56Prepaid Forward Contract, dated December 5, 2013 and effective as of December  11, 2013, between HCI Group, Inc. and Deutsche Bank AG, London Branch. Incorporated by reference to Exhibit 10.1 of our Form8-K filed December 12, 2013.
10.57Form of executive restricted stock award contract. Incorporated by reference to Exhibit 10.57 ofto our Form10-Q for the quarter ended March 31, 2014 filed May 1, 2014.

10.58

Purchase Agreement, dated February 28, 2017, by and between HCI Group, Inc. and JMP Securities LLC and SunTrust Robinson Humphrey, Inc., as representatives of the several initial purchasers named therein. Incorporated by reference to Exhibit 10.1 of our Form8-K filed February 28, 2017.

10.59

Prepaid Forward Contract, dated February 28, 2017 and effective as of March 3, 2017, between HCI Group, Inc. and Societe Generale. Incorporated by reference to Exhibit 10.1 of our Form8-K filed March 3, 2017.

10.60

Credit Agreement, Promissory Note, Security and Pledge Agreement, dated December 5, 2018, between HCI Group, Inc. and Fifth Third Bank. Incorporated by reference to Exhibits 99.1, 99.2, and 99.3 of our Form 8-K filed December 6, 2018.

10.88**

Nonqualified Stock Option Agreement between Paresh Patel and HCI Group, Inc. dated January 7, 2017. Incorporated by reference to exhibitExhibit 99.2 to our Form8-K filed January 11, 2017.

10.89**

Employment Agreement between Paresh Patel and HCI Group, Inc. dated December  30, 2016. Incorporated by reference to the exhibit numbered 99.1 to our Form8-K filed December 30, 2016.

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71


10.99**

10.90**

Amendment dated March 2, 2016 to Restricted Stock Award Contract between Paresh Patel and HCI Group, Inc. dated May  16, 2013. Incorporated by reference to the correspondingly numbered exhibit to our Form10-K filed March 4, 2016.

10.91**Amendment dated March 2, 2016 to Restricted Stock Award Contract between Sanjay Madhu and HCI Group, Inc. dated May  16, 2013. Incorporated by reference to the correspondingly numbered exhibit to our Form10-K filed March 4, 2016.
10.92**Amendment dated March 2, 2016 to Restricted Stock Award Contract between George Apostolou and HCI Group, Inc. dated May  16, 2013. Incorporated by reference to the correspondingly numbered exhibit to our Form10-K filed March 4, 2016.
10.93**Amendment dated March 2, 2016 to Restricted Stock Award Contract between Harish Patel and HCI Group, Inc. dated May  16, 2013. Incorporated by reference to the correspondingly numbered exhibit to our Form10-K filed March 4, 2016.
10.94**Amendment dated March 2, 2016 to Restricted Stock Award Contract between Gregory Politis and HCI Group, Inc. dated May  16, 2013. Incorporated by reference to the correspondingly numbered exhibit to our Form10-K filed March 4, 2016.
10.95**Amendment dated March 2, 2016 to Restricted Stock Award Contract between Anthony Saravanos and HCI Group, Inc. dated May  16, 2013. Incorporated by reference to the correspondingly numbered exhibit to our Form10-K filed March 4, 2016.
10.96**Amendment dated March 2, 2016 to Restricted Stock Award Contract between Martin Traber and HCI Group, Inc. dated May  16, 2013. Incorporated by reference to the correspondingly numbered exhibit to our Form10-K filed March 4, 2016.
10.97**Amendment dated March 2, 2016 to Restricted Stock Award Contract between Wayne Burks and HCI Group, Inc. dated November  12, 2013. Incorporated by reference to the correspondingly numbered exhibit to our Form10-K filed March 4, 2016.
10.98**Amendment dated March 2, 2016 to Restricted Stock Award Contract between Jim Macchiarola and HCI Group, Inc. dated November  12, 2013. Incorporated by reference to the correspondingly numbered exhibit to our Form10-K filed March 4, 2016.
10.99**Restricted Stock Award Contract between Paresh Patel and HCI Group, Inc. dated January 7, 2017. Incorporated by reference to exhibitExhibit 99.1 to our Form8-K filed January 11, 2017.

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10.100*

10.101**

Restricted Stock Award Contract between Mark HarmsworthParesh Patel and HCI Group, Inc. dated December  5, 2016.February 8, 2018. Incorporated by reference to Exhibit 99.1 to our Form 8-K filed February 14, 2018.

10.102**

Nonqualified Stock Option Agreement between Paresh Patel and HCI Group, Inc. dated February 8, 2018. Incorporated by reference to Exhibit 99.2 to our Form 8-K filed February 14, 2018.

10.103**

Restricted Stock Award Contract between Paresh Patel and HCI Group, Inc. dated January 15, 2019. Incorporated by reference to Exhibit 99.1 to our Form 8-K filed January 22, 2019.

10.104**

Nonqualified Stock Option Agreement between Paresh Patel and HCI Group, Inc. dated January 15, 2019. Incorporated by reference to Exhibit 99.2 to our Form 8-K filed January 22, 2019.

10.105**

Restricted Stock Award Contract between Paresh Patel and HCI Group, Inc. dated January 16, 2020. Incorporated by reference to Exhibit 99.1 to our Form 8-K filed January 23, 2020.

10.106**

Nonqualified Stock Option Agreement between Paresh Patel and HCI Group, Inc. dated January 16, 2020. Incorporated by reference to Exhibit 99.2 to our Form 8-K filed January 23, 2020.

10.107

Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2021 issued to TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form10-Q filed August 3, 2017.6, 2021.

10.108

Non-Florida Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.109

Reinstatement Premium Protection Reinsurance Contract effective June 1, 2021 issued to TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.110

Non-Florida Reinstatement Premium Protection Reinsurance Contract effective June 1, 2021, issued to Homeowners Choice Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.111

Reinstatement Premium Protection Reinsurance Contract effective June 1, 2021, issued to TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.112

Top Layer Flood/Wind Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

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31.1

10.113

Property Catastrophe First Excess of Loss Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.114

Reinstatement Premium Protection Reinsurance Contract (For First Excess Cat) effective June 1, 2021 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.115

Reinstatement Premium Protection Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.116

Property Catastrophe First Excess of Loss Reinsurance Contract effective June 1, 2021 issued to TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.117

Reinstatement Premium Protection Reinsurance Contract (For First Excess Cat) effective June 1, 2021 issued to TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.118

Non-Florida Property Catastrophe $6MXS$4M Excess of Loss Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.119

Non-Florida Reinstatement Premium Protection Reinsurance Contract (For $6MXS$4M Excess Cat) effective June 1, 2021 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.120

Reimbursement Contract effective June 1, 2021 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. by the State Board of Administration of the State of Florida. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.121

Reimbursement Contract effective June 1, 2021 issued to TypTap Insurance Company by the State Board of Administration of the State of Florida. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.122

Multi-Year Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

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10.123

Multi-Year Non-Florida Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.

10.124

Property Quota Share Reinsurance Contract effective December 31, 2020 issued to United Property and Casualty Insurance Company by Homeowners Choice Property & Casualty Insurance Company. Incorporated by reference to the corresponding numbered exhibit to our Form 10-K filed March 10, 2022.

10.125

Renewal Rights Agreement effective January 18, 2021 by and among United Property and Casualty Insurance Company, Inc., United Insurance Holdings Corp., United Insurance Management, L.C. and Homeowners Choice Property & Casualty Insurance Company. Incorporated by reference to the corresponding numbered exhibit to our Form 10-K filed March 10, 2022.

10.126

Property Quota Share Reinsurance Contract effective June 1, 2021 issued to United Property and Casualty Insurance Company by Homeowners Choice Property & Casualty Insurance Company and TypTap Insurance Company. Incorporated by reference to the corresponding numbered exhibit to our Form 10-K filed March 10, 2022.

10.127

Renewal Rights Agreement effective December 30, 2021 by and among United Property and Casualty Insurance Company, Inc., United Insurance Holdings Corp., United Insurance Management, L.C. and Homeowners Choice Property & Casualty Insurance Company. Incorporated by reference to the corresponding numbered exhibit to our Form 10-K filed March 10, 2022.

10.128

Property Quota Share Reinsurance Contract effective December 31, 2021 issued to United Property and Casualty Insurance Company, by Homeowners Choice Property & Casualty Insurance Company. Incorporated by reference to the corresponding numbered exhibit to our Form 10-K filed March 10, 2022.

10.129

Property Quota Share Reinsurance Contract effective June 1, 2022 issued to United Property and Casualty Insurance Company by TypTap Insurance Company.

10.131

Multi-Year Working Layer Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).

10.132

Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).

10.133

Reinstatement Premium Protection Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).

10.134

Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2022 issued to TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).

10.135

Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2022 issued to TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).

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10.136

Reinstatement Premium Protection Reinsurance Contract effective June 1, 2022 issued to TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).

10.137

Reinstatement Premium Protection Reinsurance Contract effective June 1, 2022 issued to TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).

10.138

Non-Florida Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).

10.139

Non-Florida Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).

10.140

Sixth Layer Non-Florida Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).

10.141

Non-Florida Reinstatement Premium Protection Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).

10.142

Non-Florida Reinstatement Premium Protection Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).

10.143

Flood Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).

10.144

Property Catastrophe Shared Multi-Region Excess of Loss Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).

10.145

Top Layer Flood/Wind Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).

10.146

Reimbursement Contract effective June 1, 2022 between TypTap Insurance Company and the State Board of Administration of the State of Florida which administers the Florida Hurricane Catastrophe Fund.

10.147

Reimbursement Contract effective June 1, 2022 between Homeowners Choice Property & Casualty Insurance Company, Inc. and the State Board of Administration of the State of Florida which administers the Florida Hurricane Catastrophe Fund.

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31.1

Certification of the Chief Executive Officer

31.2

Certification of the Chief Financial Officer

32.1

Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C.ss.1350

32.2

Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C.ss.1350

101.INS

Inline XBRL Instance Document.Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL documents.

101.SCH

Inline XBRL Taxonomy Extension Schema.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase.

101.DEF

Inline XBRL Definition Linkbase.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

**Management contract or compensatory plan.

** Management contract or compensatory plan.

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73SIGNATURES


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, who has signed this report on behalf of the Company.

 

HCI GROUP, INC.

November 3, 2017By:

/s/ Paresh Patel

Paresh Patel

August 9, 2022

By:

 /s/ Paresh Patel

Paresh Patel

Chief Executive Officer

(Principal Executive Officer)

November 3, 2017By:

August 9, 2022

/s/

By:

 /s/ James Mark Harmsworth

James Mark Harmsworth

Chief Financial Officer

(Principal Financial and Accounting Officer)

A signed original of this document has been provided to HCI Group, Inc. and will be retained by HCI Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

74

76