UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

Form 10-Q

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

For the quarterly period ended ~~September~~June 30, ~~2017~~2020

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

Commission File Number

001-36462

Heritage Insurance Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

45-5338504

(State of Incorporation)

(IRS Employer

Identification No.)

2600 McCormick Drive, Suite 300

Clearwater, Florida 33759

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

(727) 362-7200

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	HRTG	New York Stock Exchange

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

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

Indicate by check mark whether the ~~Registrant~~registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒	Emerging growth company	☐
Non-accelerated filer	☐	Smaller reporting company	☐		~~Accelerated filer~~		☒
~~Non-accelerated filer~~		☐		~~Smaller reporting company~~		☐
				~~Emerging growth company~~		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒☐

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

The aggregate number of shares of the Registrant’s Common Stock ~~$0.0001 par value,~~ outstanding on ~~November 1, 2017~~July 29, 2020 was ~~24,400,174.~~28,058,596

HERITAGE INSURANCE HOLDINGS, INC.

Table of Contents

		Page
PART I – FINANCIAL INFORMATION
Item 1 Unaudited Financial Statements
Condensed Consolidated Balance Sheets: ~~September~~June 30, ~~2017~~2020 (unaudited) and December 31, ~~2016~~2019		2
Condensed Consolidated Statements of ~~Income (Loss):~~Operations and Other Comprehensive Income: Three and ~~Nine~~Six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019 (unaudited)		3
Condensed Consolidated Statements of ~~Other Comprehensive Income (Loss):~~Stockholders’ Equity: Three and ~~Nine~~Six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019 (unaudited)		4
~~Condensed Consolidated Statements of Stockholders’ Equity: Nine months ended September 30, 2017 and 2016 (unaudited)~~		5
Condensed Consolidated Statements of Cash Flows: ~~Nine~~Six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019 (unaudited)		6
Notes to Unaudited Condensed Consolidated Financial Statements		78
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		3327
Item 3 Quantitative and Qualitative Disclosures about Market Risk		4337
Item 4 Controls and Procedures		4438
PART II – OTHER INFORMATION
Item 1 Legal Proceedings		4540
Item 1A Risk Factors		4540
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		4541
Item 4 Mine Safety Disclosures		4541
Item ~~6 Exhibits~~5 Other Information		4541
~~Signatures~~Item 6 Exhibits		4742
Signatures		43

FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q (“Form 10-Q”) or in documents incorporated by reference that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements about ~~anticipated growth~~(i) the impact of the COVID-19 pandemic on the economy in ~~revenue, earnings per share, estimated unpaid losses~~general and on ~~insurance policies, investment returns~~our business, results of operations and ~~expectations about our liquidity, and~~financial condition; (ii) our ability to meet our investment objectives and to manage and mitigate market risk with respect to our ~~investments.~~ investments; (iii) the adequacy of our reinsurance program and our ability to diversify risk and safeguard our financial position; (iv) our estimates and beliefs with respect to tax and accounting matters including the impact on our financial statements and the outcome of any tax examination, as well as the impact of the CARES Act on our financial results, effective tax rate and liquidity; (v) future dividends, if any; (vi) our expectations related to our financing activities; (vii) the sufficiency of our liquidity to pay our insurance company affiliates’ claims and expenses, as well as to satisfy commitments in the event of unforeseen events; (viii) the sufficiency of our capital resources, together with cash provided from our operations, to meet currently anticipated working capital requirements, including to fund our insurance company affiliates’ claims and expenses and satisfy commitments in the event of unforeseen events such as inadequate premium rates or reserve deficiencies, notwithstanding the potential impact of the COVID-19 pandemic; (ix) the potential effects of the seasonality of our business, including effects on our reinsurance business and financial results; (x) our intentions with respect to our credit risk investments; and (xi) the potential effects of our current legal proceedings.

These statements are based on current expectations, estimates and projections about the industry and market in which we operate, and management’s beliefs and assumptions. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” or “continue” or the negative variations thereof or comparable terminology are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. The risks and uncertainties include, without limitation:

~~our limited operating history;~~

•

the possibility that actual losses may exceed reserves;

~~the possibility that actual losses may exceed reserves;~~

•

the concentration of our business in coastal states, which could be impacted by hurricane losses or other significant weather-related events such as northeastern winter storms;

~~the concentration of our business in Florida and Hawaii;~~

•

our exposure to catastrophic weather events;

~~our exposure to catastrophic events;~~

•

the fluctuation in our results of operations;

~~the fluctuation in our results of operations;~~

•

increased costs of reinsurance, non-availability of reinsurance, non-collectability of reinsurance and our ability to obtain reinsurance on terms and at a cost acceptable to us;

~~increased costs of reinsurance, non-availability of reinsurance, and non-collectability of reinsurance;~~

•

our failure to identify suitable acquisition candidates, effectively manage our growth and integrate acquired companies;

~~increased competition, competitive pressures, and market conditions;~~

•

increased competition, competitive pressures, and market conditions;

~~our failure to accurately price the risks we underwrite;~~

•

our failure to accurately price the risks we underwrite;

~~inherent uncertainty of our models and our reliance on such models as a tool to evaluate risk;~~

•

inherent uncertainty of our models and our reliance on such models as a tool to evaluate risk;

~~the failure of our claims department to effectively manage or remediate claims;~~

•

the failure of our claims department to effectively manage or remediate claims;

~~low renewal rates and failure of such renewals to meet our expectations;~~

•

low renewal rates and failure of such renewals to meet our expectations;

~~our failure to execute our growth strategy, including through acquisitions and expansion into geographic markets in which we do not currently operate;~~

•

our failure to execute our diversification strategy;

~~failure of our information technology systems and unsuccessful development and implementation of new technologies;~~

•

failure of our information technology systems and unsuccessful development and implementation of new technologies;

~~our lack of significant redundancy in our operations;~~

•

a lack of redundancy in our operations;

~~our failure to attract and retain qualified employees and independent agents or our loss of key personnel;~~

•

our failure to attract and retain qualified employees and independent agents or our loss of key personnel;

~~our inability to generate investment income;~~

•

our inability to generate investment income;

~~our inability to maintain our financial stability rating;~~

•

our inability to maintain our financial stability rating;

~~effects of emerging claim and coverage issues relating to legal, judicial, environmental and social conditions;~~

•

our ability to access sufficient liquidity or obtain additional financing to fund our operations;

~~the failure of our risk mitigation strategies or loss limitation methods;~~

•

effects of emerging claim and coverage issues relating to legal, judicial, environmental and social conditions;

~~The failure to obtain stockholder approval relating to the issuance of common stock upon conversion of our convertible senior notes; and~~

•

the failure of our risk mitigation strategies or loss limitation methods;

•

our reliance on independent agents to write voluntary insurance policies;

~~the items set forth in the section entitled “Risk Factors” in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2016.~~
•
changes in regulations and our failure to meet increased regulatory requirements;

•

our ability to maintain effective internal controls over financial reporting;

•

the regulation of our insurance operations;

•

certain characteristics of our common stock; and

•

the continued and potentially prolonged impact of COVID-19 on the economy, demand for our products and our operations, including measures taken by the governmental authorities to address COVID-19, which may precipitate or exacerbate other risks and/or uncertainties.

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results.

These forward-looking statements are subject to numerous risks, uncertainties and assumptions about us described in our filings with the Securities and Exchange Commission (the “SEC”). The forward-looking statements we make in our Form 10-Q are valid only as of the date of our Form 10-Q and may not occur in light of the risks, uncertainties and assumptions that we describe from time to time in our filings with the SEC. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from our forward-looking statements is included in the section entitled “Risk Factors” in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, ~~2016 and in our other filings with the SEC.~~2019. Except as required by applicable law, we undertake no obligation and disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I – F~~INANCIAL~~FINANCIAL INFORMATION

Item 1 – Financial Statements

HERITAGE INSURANCE HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(Amounts in thousands, except per share and share amounts)

	September 30, 2017			December 31, 2016			June 30, 2020			December 31, 2019
ASSETS	(unaudited)						(unaudited)
Fixed maturity securities, available for sale, at fair value (amortized cost of $492,794 and $576,911 in 2017 and 2016, respectively)	$	494,484		$	571,011
Equity securities, available for sale, at fair value (cost of $27,728 and $34,190 in 2017 and 2016, respectively)		25,396			31,971
Fixed maturities, available-for-sale, at fair value (amortized cost of $671,961 and $577,789)							$	698,277		$	587,256
Equity securities, at fair value, (cost $1,599 and $1,618)								1,599			1,618
Other investments								6,374			6,375
Total investments		519,880			602,982			706,250			595,249
Cash and cash equivalents		352,321			105,817			288,342			268,351
Restricted cash		19,853			20,910			11,849			14,657
Accrued investment income		4,635			4,764			4,833			4,377
Premiums receivable, net		35,326			42,720			66,188			63,685
Reinsurance recoverable on paid and unpaid claims		370,751			—
Reinsurance recoverable on paid and unpaid claims, net of allowance for estimated uncollectible reinsurance of $39								374,709			428,903
Prepaid reinsurance premiums		153,955			106,609			361,256			224,102
Income taxes receivable		1,649			10,713			4,651			3,171
Deferred policy acquisition costs, net		41,888			42,779			81,590			77,211
Property and equipment, net		16,198			17,179			19,998			20,753
Intangibles, net		22,967			26,542			65,461			68,642
Goodwill		46,454			46,454			152,459			152,459
Other assets		13,107			5,775			28,804			18,110
Total Assets	$	1,598,984		$	1,033,244		$	2,166,390		$	1,939,670
LIABILITIES AND STOCKHOLDERS' EQUITY
Unpaid losses and loss adjustment expenses	$	489,580		$	140,137		$	620,718		$	613,533
Unearned premiums		313,843			318,024			529,321			486,220
Reinsurance payable		158,122			96,667			296,606			156,351
Long-term debt		188,634			72,905
Deferred income taxes		4,493			3,003
Funds held by company under reinsurance treaties		61,732			—
Long-term debt, net								126,056			129,248
Deferred income tax, net								20,957			12,623
Advance premiums		20,397			18,565			30,870			16,504
Accrued compensation		6,955			4,303			11,250			5,347
Derivative liability, accounts payable and other liabilities		53,547			21,681
Accounts payable and other liabilities								68,113			71,045
Total Liabilities	$	1,297,303		$	675,285		$	1,703,891		$	1,490,871
Commitments and contingencies (Note 15)

Commitments and contingencies (Note 17)
Stockholders’ Equity:
Common stock, $0.0001 par value, 50,000,000 shares authorized, 24,400,176 shares issued and 23,500,174 outstanding at September 30, 2017 and 29,740,441 shares issued and 28,840,443 outstanding at December 31, 2016		2			3
Common stock, $0.0001 par value, 50,000,000 shares authorized, 28,058,596 shares issued and 27,738,062 shares outstanding at June 30, 2020; 28,996,452 shares issued and 28,650,918 shares outstanding at December 31, 2019								3			3
Additional paid-in capital		209,338			205,727			332,037			329,568
Accumulated other comprehensive loss		(422	)		(5,018	)
Treasury stock, at cost, 7,099,597 shares at September 30, 2017 and 1,759,330 shares at December 31, 2016		(87,185	)		(25,562	)
Accumulated other comprehensive income								20,263			7,330
Treasury stock, at cost, 9,279,839 and 8,349,483 shares, respectively								(115,365	)		(105,368	)
Retained earnings		179,948			182,809			225,561			217,266
Total Stockholders' Equity		301,681			357,959			462,499			448,799
Total Liabilities and Stockholders' Equity	$	1,598,984		$	1,033,244		$	2,166,390		$	1,939,670

See accompanying notes to unaudited condensed consolidated financial statements.

HERITAGE INSURANCE HOLDINGS, INC.

Condensed Consolidated Statements of Operations and Other Comprehensive Income ~~(Loss)~~

(Unaudited)

(Amounts in thousands, except per share and share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016			2020			2019			2020			2019
REVENUE:
REVENUES:
Gross premiums written	$	154,355		$	147,232		$	455,845		$	471,793		$	290,432		$	254,840		$	519,534		$	465,188
Change in gross unearned premiums		(1,292	)		17,464			4,180			8,483			(48,640	)		(24,882	)		(43,026	)		(6,640	)
Gross premiums earned		153,063			164,696			460,025			480,276			241,792			229,958			476,508			458,548
Ceded premiums		(57,855	)		(63,141	)		(182,189	)		(163,461	)		(112,735	)		(115,875	)		(221,445	)		(234,774	)
Net premiums earned		95,208			101,555			277,836			316,815			129,057			114,083			255,063			223,774
Net investment income		2,735			2,326			8,210			6,586			3,296			3,830			6,966			7,502
Net realized gains		365			1,119			1,011			1,762
Net realized and unrealized gains (losses)														(38	)		1,303			22			2,327
Other revenue		3,466			4,306			10,948			10,988			3,697			3,627			6,668			7,501
Total revenue		101,774			109,306			298,005			336,151
OPERATING EXPENSES:
Total revenues														136,012			122,843			268,719			241,104
EXPENSES:
Losses and loss adjustment expenses		64,035			53,906			156,728			169,663			78,869			74,299			147,050			136,438
Policy acquisition costs		20,906			22,597			66,086			61,478
General and administrative expenses		15,420			14,191			48,826			44,602
Total operating expenses		100,361			90,694			271,640			275,743
Policy acquisition costs, net of ceding commission income of $11.3 and $21.7 ⁽¹⁾														30,237			27,087			60,284			53,107
General and administrative expenses, net of ceding commission income of $3.6 and $7.1⁽¹⁾														19,943			18,384			41,661			36,988
Total expenses														129,049			119,770			248,995			226,533
Operating income		1,413			18,612			26,365			60,408			6,963			3,073			19,724			14,571
Interest expense, net		3,076			—			7,010			—			1,721			1,984			3,688			4,101
Amortization of debt issuance costs		675			—			1,153			—
Other non-operating expense, net		6,883			—			6,883			—
(Loss) income before income taxes		(9,221	)		18,612			11,319			60,408
(Benefit) provision for income taxes		(525	)		7,682			7,390			23,688
Net (loss) income		(8,696	)		10,930			3,929			36,720
Other non-operating loss, net														—			—			—			48
Income before income taxes														5,242			1,089			16,036			10,422
Provision for income taxes														1,110			368			4,284			2,737
Net income													$	4,132		$	721		$	11,752		$	7,685
OTHER COMPREHENSIVE INCOME
Change in net unrealized gains on investments														14,823			7,068			16,850			15,104
Reclassification adjustment for net realized investment (gains) losses														38			59			(22	)		394
Income tax expense related to items of other comprehensive income														(3,440	)		(1,304	)		(3,895	)		(3,712	)
Total comprehensive income													$	15,553		$	6,544		$	24,685		$	19,471
Weighted average shares outstanding
Basic		25,883,267			29,213,222			27,647,146			29,742,984			27,876,801			29,346,234			28,212,735			29,442,363
Diluted		25,883,267			29,213,222			27,647,146			29,786,156			27,913,696			29,352,796			28,231,273			29,447,668
(Loss) earnings per share
Earnings per share
Basic	$	(0.34	)	$	0.37		$	0.14		$	1.23		$	0.15		$	0.02		$	0.42		$	0.26
Diluted	$	(0.34	)	$	0.37		$	0.14		$	1.23		$	0.15		$	0.02		$	0.42		$	0.26

(1)

Parenthetical values are presented in millions for the three and six months ended June 30, 2020

See accompanying notes to unaudited condensed consolidated financial statements.

HERITAGE INSURANCE HOLDINGS, INC.

~~Condensed Consolidated Statements of Other Comprehensive Income (Loss)~~

~~(Unaudited)~~

~~(Amounts in thousands)~~

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

Net (loss) income

(8,696
)

10,930

3,929

36,720

OTHER COMPREHENSIVE INCOME:

Change in net unrealized (losses) gains on investments

593

(1,237
)

8,473

11,773

Reclassification of gains included in net income

(365
)

(1,119
)

(1,011
)

(1,762
)
Income tax benefit (expense) related to items of other comprehensive income

(81
)

908

(2,866
)

(3,862
)
Total comprehensive (loss) income

$
(8,549
)

$
9,482

$
8,525

$
42,869

~~See accompanying notes to unaudited condensed consolidated financial statements.~~

~~HERITAGE INSURANCE HOLDINGS, INC.~~

Condensed Consolidated Statements of Stockholders’ Equity

~~Nine Months ended September 30, 2017 and 2016~~

(Unaudited)

(Amounts in thousands, except share amounts)

Common Shares

Par Value

Additional
Paid-In
Capital

Retained
Earnings
(Deficit)

Treasury Shares

Accumulated
Other Comprehensive Income (Loss)

Total
Stockholders'
Equity

Balance at December 31, 2016

28,840,443

$
3

$
205,727

$
182,809

(25,562
)

$
(5,018
)

$
357,959

Stock buy-back

(5,340,267
)

(1
)

—

—

(61,623
)

—

(61,624
)
Stock-based compensation

—

—

3,611

—

—

—

3,611

Dividends declared on common stock

—

—

—

(6,790
)

—

—

(6,790
)
Net unrealized change in investments,
net of tax

—

—

—

—

—

4,596

4,596

Net income

—

—

—

3,929

—

—

3,929

Balance at September 30, 2017

23,500,176

$
2

$
209,338

$
179,948

$
(87,185
)

$
(422
)

$
301,681

	Common Shares			Par Value		Additional Paid-In Capital			Retained Earnings			Treasury Shares			Accumulated Other Comprehensive Income		Total Stockholders' Equity
Balance at January 1, 2020		28,650,918		$	3	$	329,568		$	217,266		$	(105,368	)	$	7,330	$	448,799
Cumulative effect of adoption accounting guidance for expected credit losses, net of tax at January 1, 2020		—			—		—			(34	)		—			—		(34	)
Balance at January 1, 2020 (as adjusted for change in accounting principle)		28,650,918			3		329,568			217,232			(105,368	)		7,330		448,765
Net unrealized change in investments, net of tax		—			—		—			—			—			1,512		1,512
Shares tendered for income taxes withholding		(17,500	)		—		(233	)		—			—			—		(233	)
Restricted stock vested		25,000			—		—			—			—			—		—
Stock-based compensation on restricted stock		—			—		1,345			—			—			—		1,345
Stock buy-back		(766,900	)		—		—			—			(7,986	)		—		(7,986	)
Cash dividends declared ($0.06 per common stock)		—			—		—			(1,726	)		—			—		(1,726	)
Net income		—			—		—			7,620			—			—		7,620
Balance at March 31, 2020		27,891,518		$	3	$	330,680		$	223,126		$	(113,354	)	$	8,842	$	449,297
Net unrealized change in investments, net of tax		—			—		—			—			—			11,421		11,421
Deferred tax adjustment for credit expected losses		—			—		—			(4	)		—			—		(4	)
Restricted stock vested		10,000			—		—			—			—			—		—
Stock-based compensation on restricted stock		—			—		1,357			—			—			—		1,357
Stock buy-back		(163,456	)		—		—			—			(2,011	)		—		(2,011	)
Cash dividends declared ($0.06 per common stock)		—			—		—			(1,693	)		—			—		(1,693	)
Net income		—			—		—			4,132			—			—		4,132
Balance at June 30, 2020		27,738,062		$	3	$	332,037		$	225,561		$	(115,365	)	$	20,263	$	462,499

Common Shares

Par Value

Additional
Paid-In
Capital

Retained
Earnings
(Deficit)

Treasury Shares

Accumulated
Other Comprehensive Income (Loss)

Total
Stockholders'
Equity

Balance at December 31, 2015

30,441,410

$
3

$
202,628

$
155,955

$
—

$
(2,033
)

$
356,553

Stock buy-back

(1,424,666
)

—

—

—

(20,562
)

—

(20,562
)
Stock-based compensation

—

—

3,612

—

—

—

3,612

Dividends declared on common stock

—

—

—

(5,228
)

—

—

(5,228
)
Net unrealized change in investments,
net of tax

—

—

—

—

—

6,149

6,149

Net income

—

—

—

36,720

—

—

36,720

Balance at September 30, 2016

29,016,744

$
3

$
206,240

$
187,447

$
(20,562
)

$
4,116

$
377,244

	Common Shares			Par Value		Additional Paid-In Capital			Retained Earnings			Treasury Shares			Accumulated Other Comprehensive Income			Total Stockholders' Equity
Balance at December 31, 2018		29,477,756		$	3	$	325,292		$	195,750		$	(89,185	)	$	(6,527	)	$	425,333
Net unrealized change in investments, net of tax		—			—		—			—			—			5,963			5,963
Shares tendered for income taxes withholding		(8,000	)		—		(118	)		—			—			—			(118	)
Restricted stock vested		25,000			—		—			—			—			—			—
Stock-based compensation on restricted stock		—			—		1,345			—			—			—			1,345
Convertible Option debt extinguishment, net of tax		—			—		(1,840	)		—			—			—			(1,840	)
Stock issued on convertible note conversion		285,201			—		4,210			—			—			—			4,210
Stock buy-back		(347,740	)		—		—			—			(5,011	)		—			(5,011	)
Tax rate change		—			—		48			—			—			—			48
Cash dividends declared ($0.06 per common stock)		—			—		—			(1,807	)		—			—			(1,807	)
Net income		—			—		—			6,964			—			—			6,964
Balance at March 31, 2019		29,432,217		$	3	$	328,937		$	200,907		$	(94,196	)	$	(564	)	$	435,087
Net unrealized change in investments, net of tax		—			—		—			—			—			5,823			5,823
Stock-based compensation on restricted stock		—			—		1,344			—			—			—			1,344
Stock buy-back		(157,640	)		—		—			—			(2,333	)		—			(2,333	)
Cash dividends declared ($0.06 per common stock)		—			—		—			(1,792	)		—			—			(1,792	)
Net income		—			—		—			721			—			—			721
Balance at June 30, 2019		29,274,577		$	3	$	330,281		$	199,836		$	(96,529	)	$	5,259		$	438,850

See accompanying notes to unaudited condensed consolidated financial ~~statements.~~

statements.

HERITAGE INSURANCE HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)

	Nine Months Ended September 30,						For the Six Months Ended June 30,
	2017			2016			2020			2019
OPERATING ACTIVITIES
Net income	$	3,929		$	36,720		$	11,752		$	7,685
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation		3,611			3,612			2,702			2,689
Amortization of bond discount		6,810			5,924
Bond amortization and accretion								2,761			2,514
Noncash lease expense								47			—
Amortization of original issuance discount on debt								701			730
Depreciation and amortization		5,904			6,075			4,039			5,492
Change in fair value of long-term debt conversion feature		6,883			—
Net realized investment gains		(1,011	)		(1,762	)
Deferred income taxes, net of acquired		(1,376	)		11,069
Net unrealized investment gains								—			(2,721	)
Net realized (gains) losses								(22	)		394
Net (gain)/loss from repurchase of debt								—			(48	)
Deferred income taxes								4,438			4,525
Changes in operating assets and liabilities:
Accrued investment income		129			(1,215	)		(456	)		(81	)
Premiums receivable, net		7,394			(3,194	)		(2,503	)		(45	)
Restricted cash		1,057			(6,176	)
Prepaid reinsurance premiums		(47,346	)		(85,341	)		(137,154	)		(98,472	)
Reinsurance recoverable		(370,751	)		—
Reinsurance recoverable on paid and unpaid claims								54,166			(12,476	)
Income taxes receivable		9,064			(5,280	)		(1,480	)		17,855
Deferred policy acquisition costs, net		891			(7,329	)		(4,379	)		(1,009	)
Right of use leased asset								507			—
Other assets		(7,332	)		225			(11,248	)		(8,811	)
Unpaid losses and loss adjustment expenses		349,443			41,973			7,185			(1,947	)
Unearned premiums		(4,180	)		(8,483	)		43,101			6,805
Reinsurance payable		61,455			117,657			140,255			157,859
Funds held by company under reinsurance treaties		61,732			—
Accrued interest		(1,363	)		—			998			128
Income taxes payable		—			(2,092	)
Accrued compensation		2,652			1,977			5,903			(4,468	)
Advance premiums		1,832			6,153			14,366			4,463
Income taxes payable								(4,651	)		(14,396	)
Other liabilities		9,276			(10,918	)		769			9,751
Net cash provided by operating activities		98,703			99,595			131,797			76,415
INVESTING ACTIVITIES
Proceeds from sales and maturities of investments available for sale		96,467			135,802
Purchases of investments available for sale		(11,702	)		(203,091	)
Acquisition of a business, net of cash acquired		—			(110,319	)
Fixed maturity securities sales, maturities and paydowns								88,150			61,290
Fixed maturity securities purchases								(185,082	)		(95,336	)
Equity securities sales								26			26,529
Equity securities purchases								(6	)		(4,833	)
Limited partnership interest								—			(20,006	)
Proceeds from sale of assets								13			71
Cost of property and equipment acquired		(195	)		(1,639	)		(116	)		(4,487	)
Net cash provided by (used in) investing activities		84,570			(179,247	)
Net cash used in investing activities								(97,015	)		(36,772	)
FINANCING ACTIVITIES
Proceeds from issuance of secured convertible debt		136,750			—
Debt acquisition costs		(5,105	)		—
Dividends		(6,790	)		(5,228	)
Repayment of term note								(3,750	)		(11,875	)
Mortgage loan payments								(143	)		(138	)
Repurchase of convertible notes								—			(2,869	)
Purchase of treasury stock		(61,624	)		(20,562	)		(9,997	)		(7,344	)
Net cash provided by (used in) financing activities		63,231			(25,790	)
Increase (decrease) in cash, cash equivalents and restricted cash		246,504			(105,442	)
Cash, cash equivalents and restricted cash at beginning of period		105,817			236,277
Cash, cash equivalents and restricted cash at end of period	$	352,321		$	130,835
Supplemental Cash Flows Disclosures:
Income taxes paid, net	$	—		$	27,912
Tax withholdings on share-based compensation awards								(233	)		(118	)
Dividends paid								(3,476	)		(3,396	)
Net cash used in financing activities								(17,599	)		(25,740	)
Increase in cash, cash equivalents, and restricted cash								17,183			13,903
Cash, cash equivalents and restricted cash, beginning of period								283,008			262,370
Cash, cash equivalents and restricted cash, end of period							$	300,191		$	276,273
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid							$	1,735		$	13,728
Interest paid	$	5,969		$	—		$	3,213		$	3,529
Issuance of shares on conversion of convertible notes							$	—		$	4,210

Reconciliation of cash, cash equivalents, and restricted cash to condensed consolidated balance sheets.


	June 30, 2020		December 31, 2019
	(In thousands)
Cash and cash equivalents	$	288,342	$	268,351
Restricted cash		11,849		14,657
Total	$	300,191	$	283,008

Restricted cash primarily represents funds held to meet our contractual obligations related to the catastrophe bonds issued by Citrus Re and by the Company’s insurance subsidiaries in certain states in which such subsidiaries conduct business to meet regulatory requirements.

See accompanying notes to unaudited condensed consolidated financial statements.

HERITAGE INSURANCE HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements asinclude the accounts of ~~and for the three and nine months ended September 30, 2017 and 2016 include~~ Heritage Insurance Holdings, Inc. ~~(“Parent Company”) and~~(together with its ~~wholly-owned subsidiaries: Heritage Property & Casualty Insurance Company (“Heritage P&C”)~~subsidiaries, the “Company” “we”, which provides personal and commercial residential insurance; Heritage MGA, LLC, the managing general agent that manages substantially all aspects of our Florida insurance subsidiary’s business; Contractors’ Alliance Network, LLC (“CAN”), our vendor network manager for Florida claims which includes BRC Restoration Specialists, Inc. (“BRC”), our provider of restoration, emergency and recovery services; Zephyr Acquisition Company (“ZAC”) and its wholly-owned subsidiary, Zephyr Insurance Company, Inc. (“Zephyr”), our provider for writing insurance policies for residential wind insurance within the State of Hawaii; Skye Lane Properties, LLC, our property management subsidiary; First Access Insurance Group, LLC, our retail agency; Osprey Re Ltd. (“Osprey”), our reinsurance subsidiary that may provide a portion of the reinsurance protection purchased by our insurance subsidiaries; and Heritage Insurance Claims, LLC, an inactive subsidiary reserved for future development. The assets of BRC, a building restoration company, were acquired and merged into CAN in 2015. The assets of SVM Restoration Services Inc. (“SVM”), a water mitigation company, were acquired and merged into CAN in 2014. In September 2017, in connection with the pending acquisition of Narragansett Bay Insurance, Inc. (“NBIC”) a wholly-owned subsidiary of NBIC Holdings, Inc., the Company formed Gator Acquisition Merger Sub, Inc., a wholly-owned subsidiary of the Parent Company.

Through our insurance subsidiaries, Heritage P&C and Zephyr, we write personal residential insurance for single-family homeowners and condominium owners, and rental property insurance in the states of Florida, Hawaii, North Carolina, South Carolina, Alabama and Georgia. We also provide commercial residential insurance for Florida properties and are also licensed in the state of Mississippi. We are vertically integrated and control“us” or manage substantially all aspects of insurance underwriting, customer service, actuarial analysis, distribution and claims processing and adjusting. We conduct our operations under a single reporting segment.

The condensed consolidated financial information included herein as of and for the three and nine months ended September 30, 2017 and 2016 does not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”“our”) for complete financial statements. However, such information reflects all adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for a fair statement of the financial condition and results of operations for the interim periods. The results for the three and nine months ended September 30, 2017 and 2016 are not indicative of annual results. The accompanying unaudited condensed consolidated financial. These statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain financial information that is normally included in annual consolidated financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, has been omitted. In the opinion of the Company’s management, all material intercompany transactions and balances have been eliminated and all adjustments consisting of normal recurring accruals which are necessary for a fair statement of the financial condition and results of operations for the interim periods have been reflected. The ~~December 31, 2016~~accompanying interim condensed consolidated ~~balance sheet was derived from~~financial statements and related footnotes should be read in conjunction with the Company’s audited consolidated financial statements ~~as of~~ and ~~for the year ended December 31, 2016.~~

~~For further information, refer to the consolidated financial statements and~~related footnotes ~~thereto~~ included in ~~Heritage Insurance Holdings, Inc.’s Annual Report on Form 10-K for~~ the ~~fiscal year ended December 31, 2016. References to “we,” “us,” “our,” or the “Company” refer to Heritage Insurance Holdings, Inc. and its consolidated subsidiaries.~~

The Company qualifies as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, the Company is eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies. The Company intends to continue to take advantage of some, but not all, of the exemptions available to emerging growth companies until such time that it is no longer an emerging growth company. The Company has, however, irrevocably elected not to take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. As a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

~~Changes to significant accounting policies~~

~~We have added one new policy to our significant accounting policies as reported in our~~Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2019 (the “2019 Form 10-K”).

~~New Accounting Policy~~Significant accounting policies

~~Long-term debt instrument with embedded features such as conversion and redemption options is evaluated to determine whether bifurcation and derivative~~The accounting ~~is applicable. If such instrument is not subject to derivative accounting, it is further evaluated to determine if~~policies of the Company ~~is required~~are set forth in Note 1 to ~~separately account for~~condensed consolidated financial statements contained in the ~~liability and equity components.~~Company’s 2019 Form 10-K.

To determine the carrying values of the debt and derivative 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 valueReclassification

Certain prior year amounts have been reclassified to conform to the liability or equity component. The liability component’s fair value is then subtracted from the initial proceeds to determine the carrying value of the debt instrument’s derivative component. The conversion option liability is revalued each quarter. Any gain or loss is recorded as a non-operating expense on the Condensed Consolidated Statements of Income (Loss) and Other Comprehensive Income (Loss).current year presentation.

Recently Adopted Accounting Pronouncements

In ~~March~~ 2016, the ~~FASB~~Financial Accounting Standard Board (“FASB”) issued Accounting ~~Standards~~Standard Update (“ASU”) Financial Instruments – Credit LossesASU No. ~~2016-09,~~ ~~Improvements~~2016-13, Measurement of Credit Losses on Financial Instruments, which introduces a new credit reserving model known as the Current Expected Credit Loss (“CECL”) model. Adoption of CECL required the evaluation to ~~Employee Share-Based Payment Accounting~~ ~~("ASU 2016-09").~~establish an allowance for the Company’s reinsurance recoverables, premium receivables and for our available-for-sale debt securities investments. The ~~amendments in ASU 2016-09 intend~~model requires consideration of a broader range of reasonable and supportable information and requires an entity to ~~improve~~estimate expected credit losses over the ~~accounting for share-based payment transactions as part~~lifetime of the ~~FASB’s simplification initiative. The areas for simplification in ASU 2016-09 involve several aspects of~~asset. We adopted the ~~accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities,~~standard on January 1, 2020, and ~~classification~~based on the ~~statement~~composition of ~~cash flows. ASU 2016-09 requires that companies elect to account for forfeitures based on an estimate~~our reinsurance recoverables, investment portfolio and other financial assets, current economic conditions and historical credit loss activity, the adoption of the number of awards for which the requisite service period will not be rendered or to account for forfeitures as they occur. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. The Company adopted the new guidance in ASU 2016-09 in the quarter ended June 30, 2017. At the time of adoption, the Companythis standard did not have ~~any excess tax benefits recorded~~a material impact on ~~the consolidated balance sheets, statement of operations or statement of cash flows for the periods ended September 30, 2017 or 2016. The adoption of ASU 2016-09 on~~ our condensed consolidated financial statements ~~had no impact.~~

~~Accounting Pronouncements~~

The Company describes below recent pronouncements that may have a significant effect on its financial statements or on its disclosures upon future adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on, or are unrelated to, its financial condition, results of operations, orand related disclosures.

~~In May 2017,~~While the ~~FASB issued ASU No. 2017-09,~~ ~~Compensation–Stock Compensation (Topic 718): Scope~~adoption of ~~Modification Accounting, clarifying when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. The new~~this guidance ~~requires modification accounting if the fair value, vesting condition or the classification of the award is~~did not the same immediately before and after a change to the terms and conditions of the award. The new guidance is effective for the Company on a prospective basis beginning on January 1, 2018, with early adoption permitted. This new guidance is not expected to have an impact on the Company’s Consolidated Financial Statements as it is not the Company’s practice to change either the terms or conditions of share-based payment awards once they are granted.

~~In March 2017, the FASB issued ASU No 2017-08,~~ ~~Receivables – Nonrefundable Fees and Other Costs~~ (~~subtopic 310-20~~): 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. The new guidance is effective for the Company beginning with the first quarter of 2019. Early adoption is permitted. This new guidance is not expected to have a material impact on the Company’s ~~Consolidated Financial Statements.~~condensed consolidated financial statements, it required changes to the Company’s process to establish and estimate expected credit losses on available-for-sale investments, reinsurance recoverables and premium receivables.

Fair Value Measurements

In ~~January 2017,~~August 2018, the FASB issued ASU No. ~~2017-04,~~ ~~Intangibles-Goodwill and~~2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This standard modifies certain disclosure requirements on fair value measurements. Other~~. The~~ amendments in ~~ASU 2017-04 intend to simplify~~ the ~~subsequent measurement of goodwill, eliminating Step 2 from~~update did not materially impact the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.Company. The standard isbecame effective for the Company ~~in the first quarter of~~on January 1, 2020 ~~on a prospective basis~~ with ~~early adoption permitted. The Company does not expect the adoption of this standard will have a material~~no impact on ~~the Company’s Consolidated Financial Statements.~~our condensed consolidated financial statements.

Internal Use Software

In ~~January 2017,~~August 2018, the FASB issued ASU No. ~~2017-01,~~ ~~Business Combinations~~2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard clarifies the accounting for implementation costs in cloud computing arrangements. The standard was effective on January 1, 2020 with no impact on our condensed consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic ~~805)~~848): ~~Clarifying~~Facilitation of the ~~Definition~~Effects of ~~a Business,~~Reference Rate Reform on Financial Reporting, which provides ~~additional guidance on evaluating whether transactions should~~optional expedients and exceptions for applying generally accepted accounting principles to certain contract modifications and hedging relationships that reference London Inter-bank Offered Rate (LIBOR) or another reference rate expected to be ~~accounted for as acquisitions of assets or~~

businesses. The guidance requires an entity to evaluate if substantially all of the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the new guidance would define this as an asset acquisition; otherwise, the entity then evaluates whether the asset meets the requirement that a business include, at a minimum, an input and substantive process that together significantly contribute to the ability to create outputs.discontinued. The guidance is effective ~~for~~upon issuance and generally can be applied through December 31, 2022. The Company is currently evaluating the ~~Company on a prospective basis beginning on January 1, 2018, with early adoption permitted. This new guidance is not expected to have a material~~potential impact of this ASU on the ~~Company’s Consolidated Financial Statements.~~condensed consolidated financial statements.

~~In August 2016,~~For information regarding other accounting standards that the ~~FASB issued ASU 2016-15,~~ ~~Classification of Certain Cash Receipts and Cash Payments~~. ASU 2016-15 is a new accounting standard that will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. This updated guidance is effective on January 1, 2018, and will require adoption on a retrospective basis with early adoption permitted. The Company has not ~~experienced any transactions that are within~~yet adopted, refer to our 2019 Form 10-K, filed on March 10, 2020, the ~~scope~~section of ~~this guidance and accordingly will evaluate~~Note 1 of the ~~effect of this guidance further if and when any such transactions occur.~~notes to the consolidated financial statements entitled “Accounting Pronouncement Not Yet Adopted”.

~~In June 2016, the FASB issued ASU 2016-13,~~ ~~Financial Instruments – Credit Losses Measurement of Credit Losses on Financial Instruments~~. NOTE 2. INVESTMENTS

Securities Available-for-Sale

The estimate of expected credit losses should consider historical information, current information, as well as reasonable and supportable forecasts, including estimates of prepayments. The allowance for credit losses is a valuation account that is deducted fromfollowing table summarizes the amortized cost basis of the financial asset in order to present the net carrying value at the amount expected to be collected on the financial asset on the consolidated balance sheet. The guidance also amends the current accounting for other-than-temporary impairment model by requiring an estimate of the expected credit loss only when the fair value is below the amortized cost of the asset. The length of time theand fair value of ansecurities available-for-sale debt security has been below the amortized cost will no longer impact the determination of whether a potential credit loss exists. The available-for-sale debt security model will also require the use of a valuation allowance as compared to the current practice of writing down the asset. The standard is effective for the Company in the first quarter ofat June 30, 2020 with early adoption permitted in the first quarter of 2019. The Company is in the early stages of evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures.

~~In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities.~~ ~~The ASU 2016-01, which will significantly change the income statement impact of equity investments held by an entity,~~ and the ~~recognition~~corresponding amounts of changes in fair value of financial liabilities when the fair value option is elected. The guidance requires equity investments to be measured at fair value with changes in fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee) and an assessment of a valuation allowance on deferred tax assets related to unrealized losses of available-for-sale debt securities in combination with other deferred tax assets. The standard is effective for the Company in the first quarter of 2018. The Company is in the early stages of evaluating the effect that the updated standard will have on the ~~Company’s Consolidated Financial Statements~~ and related disclosures. The effect of adopting this guidance will be principally affected by the level of unrealized gains or losses associated with equity investments with readily determinable market values. Such unrealized gains or losses will be recognized upon adoption as a cumulative-effect adjustment with future unrealized gains or losses reflected in the statement of income and comprehensive income. Refer to Note 3 for the current status of suchgross unrealized gains and losses ~~levels that are currently~~ recognized asin accumulated other comprehensive ~~income.~~income:

~~In May 2014,~~

June 30, 2020	Cost or Adjusted / Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Debt Securities Available-for-sale	(In thousands)
U.S. government and agency securities ⁽¹⁾	$	61,801	$	1,680	$	2	$	63,479
States, municipalities and political subdivisions		102,195		5,176		4		107,367
Special revenue		265,565		9,226		49		274,742
Hybrid securities		99		—		4		95
Industrial and miscellaneous		242,301		10,301		8		252,594
Total	$	671,961	$	26,383	$	67	$	698,277

(1)

Includes securities at June 30, 2020 with a carrying amount of $21.5 million that were pledged as collateral for the advance agreement entered into with a financial institution in 2018. The Company is permitted to withdraw or exchange any portion of the pledged collateral over the minimum requirement at any time.

The Company’s unrealized losses on corporate bonds have not been recognized because the ~~FASB issued ASU Topic 2014-09,~~ ~~Revenue from Contracts~~bonds are of high credit quality with ~~Customers~~. ~~This guidance is not applicable to insurance contracts.~~ ~~The ASU 2014-09 creates a new topic, Topic 606, to provide guidance on revenue recognition for entities that enter into contracts with customers to transfer goods~~investment grade ratings of A or ~~services or enter into contracts for the transfer of nonfinancial assets~~. The updated guidance requires an entity to recognize revenue as performance obligations are met, in order to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration the entity is entitled to receive for those goods or services. ~~The standard is effective for~~higher, the Company ~~in the first quarter of 2018 with early adoption permitted. The Company has determined that this pronouncement~~does not intend to sell and it is ~~not applicable to its insurance contracts and will not be material to the~~ ~~Company’s Consolidated Financial Statements.~~

~~There are no other recently issued accounting standards that apply to~~unlikely the Company ~~or that are expected~~will be required to ~~have a material impact~~sell the securities prior to their anticipated recovery, and the decline in fair value is deemed due to changes in interest rates and other market conditions. The bond issuers continue to make timely principal and interest payments on the ~~Company’s results of operations, financial condition, or cash flows.~~bonds. After taking into account these and other factors previously described, we believe these unrealized losses generally were caused by a decrease in market interest rates since the time the securities were purchased.

~~NOTE 2. ACQUISITION~~

~~Pending Acquisitions~~

On August 8, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Gator Acquisition Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), and NBIC Holdings, Inc. (“NBIC”) and PBRA, LLC, in its capacity as Stockholder Representative. ~~Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into NBIC, resulting in NBIC becoming a wholly-owned subsidiary of the~~

Company (the “Acquisition”). NBIC owns 100% of the stock of Narragansett Bay Insurance Company, a provider of homeowners’ insurance in the northeast, with a presence in New York, New Jersey, Connecticut, Rhode Island and Massachusetts.

The purchase price for the Acquisition will consist of $210 million in cash (the “Cash Consideration”), plus approximately $40 million of the Company’s common stock (the “Stock Consideration”), subject to a post-closing book value adjustment. The value of each share of the Company’s common stock will be based on the volume-weighted average price of the Company’s common stock during the five business-day period ending on the business day immediately preceding closing. The Stock Consideration will be issued at closing in an exempt private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Following the closing of the Acquisition, the Company intends to file a shelf registration statement on Form S-3 with the SEC providing for the registered resale of the Stock Consideration. In accordance with the Merger Agreement, a certain portion of the Stock Consideration will be placed in an escrow account at closing to secure any amounts payable pursuant to the post-closing book value adjustment provisions set forth in the Merger Agreement. The size of this escrow will be either $12.5 million or $25.0 million of the Stock Consideration (depending on the preliminary, pre-closing estimate of the closing book value of NBIC and its subsidiaries, and subject to further potential adjustment depending on whether there are any disputes between the Company and NBIC with respect to this pre-closing estimate that remain unresolved as of the closing). The Company estimates completion of the Acquisition to occur in the fourth quarter of 2017.

~~Completed Acquisitions~~

On March 21, 2016, the Company completed its acquisition of ZAC and acquired 100% of its outstanding stock and its wholly-owned subsidiary, Zephyr, in exchange for approximately $110.3 million in cash, net of cash acquired. Zephyr is a specialty property insurance provider that offers policies for residential customers in Hawaii that only cover the peril of windstorm-hurricane events.

The purchase consideration for this acquisition has been allocated to the estimated fair market value of the net assets acquired, including approximately $31.8 million in identifiable intangible assets (primarily value of business acquired (“VOBA”), brand, customer relationships and trade name), and a residual amount of goodwill of approximately $38.4 million. This acquisition furthers the Company’s strategic push to diversify business operations and achieve potential reinsurance synergies while expanding growth opportunities outside of Florida.

The following table ~~sets forth~~summarizes the ~~allocation of the purchase consideration for the acquisition of ZAC.~~

Purchase Consideration

Cash, net of cash acquired
$
110,319

Assets acquired

Investments
$
76,543

Premiums and agent's receivable

1,403

Other assets

526

Prepaid reinsurance premiums

4,792

Intangible assets – value of business acquired

7,600

Intangible assets

24,245

Total assets acquired
$
115,109

Total liabilities assumed
$
(43,216
)

Net assets acquired
$
71,893

Goodwill

38,426

Total purchase price
$
110,319

~~Pro Forma Information~~

The following table presents selected pro forma information, assuming the acquisition of ZAC had occurred on January 1, 2016. The unaudited pro forma information is not necessarily indicative of the results that the Company would have achieved had the transaction taken place on January 1, 2016 and the unaudited pro forma information does not purport to be indicative of future financial results.

Three Months Ended September 30,

Nine Months Ended September 30,

2016

2016

(In thousands, except per share)

Revenue
$
109,306

$
344,972

Net income
$
10,930

$
38,673

Basic, earnings per share
$
0.37

$
1.33

Diluted, earnings per share
$
0.37

$
1.33

~~NOTE 3. INVESTMENTS~~

~~The following table details the difference between cost or adjusted/~~amortized cost and ~~estimated~~ fair value ~~by major investment category,~~of securities available-for-sale at ~~September 30, 2017 and~~ December 31, ~~2016:~~2019 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income:

Cost or Adjusted /
Amortized Cost

Gross Unrealized
Gains

Gross Unrealized
Losses

Fair Value

(In thousands)

September 30, 2017

U.S. government and agency securities

$
30,369

$
15

$
381

$
30,003

States, municipalities and political
subdivisions

274,468

2,276

1,077

275,667

Special revenue

55,103

53

416

54,740

Industrial and miscellaneous

128,182

1,451

227

129,406

Redeemable preferred stocks

4,672

21

25

4,668

Total fixed maturities

492,794

3,816

2,126

494,484

Nonredeemable preferred stocks

14,305

60

85

14,280

Equity securities

13,423

442

2,749

11,116

Total equity securities

27,728

502

2,834

25,396

Total Investments

$
520,522

$
4,318

$
4,960

$
519,880

Cost or Adjusted /
Amortized Cost

Gross Unrealized
Gains

Gross Unrealized
Losses

Fair Value

(In thousands)

December 31, 2016

U.S. government and agency securities

$
107,968

$
29

$
449

$
107,548

States, municipalities and political
subdivisions

281,935

298

4,872

277,361

Special revenue

53,726

29

759

52,996

Industrial and miscellaneous

129,687

535

577

129,645

Redeemable preferred stocks

3,595

15

149

3,461

Total fixed maturities

576,911

906

6,806

571,011

Nonredeemable preferred stocks

14,935

40

460

14,515

Equity securities

19,255

1,197

2,996

17,456

Total equity securities

34,190

1,237

3,456

31,971

Total Investments

$
611,101

$
2,143

$
10,262

$
602,982

December 31, 2019		Cost or Adjusted / Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Debt Securities Available-for-sale	(In thousands)
U.S. government and agency securities ⁽¹⁾		$	53,836	$	383	$	28	$	54,191
States, municipalities and political subdivisions			74,755		1,641		41		76,355
Special revenue			246,791		3,689		254		250,226
Hybrid securities			100		1		—		101
Industrial and miscellaneous			202,307		4,097		21		206,383
Total		$	577,789	$	9,811	$	344	$	587,256

(1)

Includes securities at December 31, 2019 with a carrying amount of $20.2 million that were pledged as collateral for the advance agreement entered into with a financial institution in 2018. The Company is permitted to withdraw or exchange any portion of the pledged collateral over the minimum requirement at any time.

~~The Company calculates~~Proceeds received, and the gain or loss realized on the sale of investments by comparing the sales price (fair value) to the cost or adjusted/amortized cost of the security sold. The Company determines the cost or adjusted/amortized cost of the security sold using the specific-identification method. The following tables detail the Company’s netgross realized gains ~~(losses) by major investment category~~and losses from sales of available-for-sale securities, for the three and ~~nine~~six months ended, ~~September~~June 30, ~~2017~~2020 and ~~2016.~~2019 are as follows:

2017

2016

Gains
(Losses)

Fair Value at Sale

Gains
(Losses)

Fair Value at Sale

(In thousands)

Three Months Ended September 30,

Fixed maturities

$
413

$
253,673

$
1,091

$
17,301

Equity securities

1,260

16,454

289

1,739

Total realized gains

1,673

270,127

1,380

19,040

Fixed maturities

(23
)

26,602

(232
)

575

Equity securities

(1,285
)

6,781

(29
)

445

Total realized losses

(1,308
)

33,383

(261
)

1,020

Net realized gain

$
365

$
303,510

$
1,119

$
20,060

	Proceeds		Gross Realized Gains		Gross Realized Losses
	(In thousands)
Three months ended June 30, 2020	$	39,249	$	49	$	87
Three months ended June 30, 2019	$	35,765	$	975	$	140

	Proceeds		Gross Realized Gains		Gross Realized Losses
	(In thousands)
Six months ended June 30, 2020	$	46,860	$	135	$	113
Six months ended June 30, 2019	$	45,216	$	968	$	204

The Company reviews credit losses and the valuation allowance for expected credit losses each quarter. When all or a portion of a debt security is identified as uncollectible and written off, the valuation allowance for expected credit losses is reduced by the same amount. In general, a security is considered uncollectible no later than when all efforts to collect contractual cash flows have been exhausted. The Company considers the following considerations when deeming a security uncollectible:

2017

2016

Gains
(Losses)

Fair Value at Sale

Gains
(Losses)

Fair Value at Sale

(In thousands)

Nine Months Ended September 30,

Fixed maturities

$
448

$
463,538

$
2,668

$
166,350

Equity securities

2,231

22,848

46

7,855

Total realized gains

2,679

486,386

2,714

174,205

Fixed maturities

(197
)

40,192

(66
)

12,973

Equity securities

(1,471
)

10,610

(886
)

2,948

Total realized losses

(1,668
)

50,802

(952
)

15,921

Net realized gain

$
1,011

$
537,188

$
1,762

$
190,126

•

sufficient information was available to determine the issuer of the security is insolvent;

•

receipt of notice of filed bankruptcy, and the collectability is expected to be adversely impacted;

•

issuer has violated multiple debt covenants;

•

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

•

receipt of notice indicating that the issuer does not intend to pay the contractual principal and interest.

For the three and six months ended June 30, 2020 the Company sold 0 equity securities nor did it hold any marketable equity securities as of that date.

For the three months ended June 30, 2019, the Company received proceeds from the sale of marketable securities of approximately $21.9 million and recorded a gross gain of $1.3 million and a gross loss of $1.1 million from the sale of these securities. For the six months ended June 30, 2019, the Company received proceeds from the sale of its holdings in marketable equity securities of approximately $23.8 million and recorded a gross gain of $2.7 million and a gross loss of $1.4 million from the sale of these securities. As of June 30, 2019, the Company had unrealized holding gains of $292,000 recognized on nonmarketable other investments still held at reporting date.

The table below summarizes the Company’s fixed ~~maturities~~maturity securities at ~~September~~June 30, ~~2017~~2020 by contractual maturity periods. Actual results may differ as issuers may have the right to call or prepay obligations, with or without penalties, prior to the contractual maturity of those obligations.

	September 30, 2017										At June 30, 2020
	Cost or Amortized Cost		Percent of Total			Fair Value		Percent of Total			Cost or Amortized Cost		Percent of Total			Fair Value		Percent of Total
	(In thousands)					(In thousands)
Due one year or less	$	65,863		13	%	$	65,879		13	%
Maturity dates:											(In thousands)					(In thousands)
Due in one year or less											$	80,565		12	%	$	81,143		12	%
Due after one year through five years		142,019		29	%		142,550		29	%		242,984		36	%		251,414		36	%
Due after five years through ten years		160,873		33	%		161,468		33	%		137,887		21	%		147,093		21	%
Due after ten years		124,039		25	%		124,587		25	%		210,525		31	%		218,627		31	%
Total	$	492,794		100	%	$	494,484		100	%	$	671,961		100	%	$	698,277		100	%

The following table summarizes the Company’s net investment income by major investment category for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, respectively:

	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended June 30,				Six Months Ended June 30,
	2017			2016		2017			2016			2020		2019		2020		2019
	(In thousands)					(In thousands)						(In thousands)				(In thousands)
Fixed maturities	$	2,479		$	2,338	$	7,640		$	6,368
Debt securities												$	2,235	$	3,571	$	6,397	$	6,295
Equity securities		479			495		1,458			1,465			—		517		—		944
Cash, cash equivalents and short-term Investments		441			79		544			215
Cash and cash equivalents													607		197		959		938
Other investments		(24	)		14		(24	)		(96	)		830		241		265		542
Net investment income		3,375			2,926		9,618			7,952			3,672		4,526		7,621		8,719
Investment expenses		640			600		1,408			1,366
Less: Investment expenses													376		696		655		1,217
Net investment income, less investment expenses	$	2,735		$	2,326	$	8,210		$	6,586		$	3,296	$	3,830	$	6,966	$	7,502

The following tables summarizes debt securities available-for-sale in an unrealized loss position at June 30, 2020, aggregated by major security category and length of time in a continued unrealized loss position (in thousands):

	Less Than Twelve Months						Twelve Months or More
June 30, 2020	Number of Securities		Gross Unrealized Losses		Fair Value		Number of Securities		Gross Unrealized Losses		Fair Value
Debt Securities Available-for-sale
U.S. government and agency securities		2	$	1	$	79		1	$	1	$	7
States, municipalities and political subdivisions		3		4		2,471		—		—		—
Special revenue		22		45		14,227		11		4		196
Hybrid securities		1		4		95		—		—		—
Industrial and miscellaneous		15		8		11,122		—		—		—
Total fixed maturity securities		43	$	62	$	27,994		12	$	5	$	203

The Company evaluates expected credit losses for available-for-sale securities (“AFS”) when fair value is below amortized cost. AFS securities are evaluated for potential credit loss on an individual security level but the evaluation may use assumptions consistent with expectations of credit losses for a group of similar securities. If the Company has the intent to sell or will be required to sell the security before recovery, the entire impairment loss will be recorded through income to net realized gains and losses. If the Company does not have the intent to sell or will not be required to sell the security before recovery, an allowance for credit losses is established and the portion of loss that relates to credit losses is recorded in income to net realized and unrealized gains (losses) and the portion of the loss that relates to the non-credit loss is recorded in Other comprehensive income. At June 30, 2020, the Company did not intend to sell the securities with an unrealized loss position in accumulated other comprehensive income, and it is not likely that it will be required to sell these securities before recovery of their amortized cost basis. Further, the Company did not believe it had a credit event and therefore did 0t record any credit allowance for securities that were in an unrealized loss position at June 30, 2020.

The following tables summarizes debt securities available-for-sale in an unrealized loss position at December 31, 2019, aggregated by major security category and length of time in a continued unrealized loss position (in thousands):


	Less Than Twelve Months						Twelve Months or More
December 31, 2019	Number of Securities		Gross Unrealized Losses		Fair Value		Number of Securities		Gross Unrealized Losses		Fair Value
Debt Securities Available-for-sale
U.S. government and agency securities		9	$	10	$	1,476		23	$	18	$	4,288
States, municipalities and political subdivisions		6		38		7,613		3		3		1,440
Special revenue		62		145		24,862		95		109		13,159
Industrial and miscellaneous		25		13		12,601		16		8		3,202
Total fixed maturity securities		102	$	206	$	46,552		137	$	138	$	22,089

~~The following tables present an aging of our unrealized investment losses by investment class as of September~~Other Investments

Classified in other investments, the Company has interest in limited partnerships (“LPs”), Partnership Real Estate Investment Trust (REITs) and Limited Liability Companies (“LLCs”) totaling $6.4 million at June 30, ~~2017~~2020 and December 31, ~~2016:~~2019. The Company is not the primary beneficiary and does not consolidate these investments. These investments are carried at net asset value, which approximates fair value with changes in fair value recorded in net realized and unrealized gains (losses) on the Company’s consolidated statement of operations and other comprehensive income. Realized gains (losses) on sales of these investments are reported within net realized and unrealized gains (losses) on the Company’s condensed consolidated statement of operations and other comprehensive income.

Less Than Twelve Months

Twelve Months or More

Number of
Securities

Gross
Unrealized
Losses

Fair Value

Number of
Securities

Gross
Unrealized
Losses

Fair Value

(In thousands)

September 30, 2017

U.S. government and agency securities

68

$
353

$
27,694

6

$
28

$
874

States, municipalities and political
subdivisions

104

902

98,619

18

174

16,142

Special revenue

155

162

38,331

14

65

2,244

Industrial and miscellaneous

200

339

40,090

51

78

4,841

Redeemable preferred stocks

20

21

2,416

5

4

61

Total fixed maturities

547

1,777

207,150

94

349

24,162

Nonredeemable preferred stocks

123

78

7,847

17

8

208

Equity securities

32

296

1,913

74

2,452

5,564

Total equity securities

155

374

9,760

91

2,460

5,772

Total Investments

702

$
2,151

$
216,910

185

$
2,809

$
29,934

Less Than Twelve Months

Twelve Months or More

Number of Securities

Gross Unrealized Losses

Fair Value

Number of Securities

Gross Unrealized Losses

Fair Value

(In thousands)

December 31, 2016

U.S. government and agency securities

35

$
448

$
24,649

2

$
1

$
200

States, municipalities and political subdivisions

265

4,869

220,034

2

3

1,497

Special revenue

161

571

56,996

2

6

974

Industrial and miscellaneous

189

631

44,712

11

129

1,828

Redeemable preferred stocks

19

143

2,425

1

6

212

Total fixed maturities

669

6,662

348,816

18

145

4,711

Nonredeemable preferred stocks

77

439

11,298

5

20

234

Equity securities

26

191

2,542

29

2,805

7,317

Total equity securities

103

630

13,840

34

2,825

7,551

Total Investments

772

$
7,292

$
362,656

52

$
2,970

$
12,262

NOTE 4.3. FAIR VALUE OF FINANCIAL INSTRUMENTS

~~For~~Fair value is determined based on the ~~Company’s investments~~exchange price that would be received to sell an asset or paid to transfer a liability in ~~U.S government securities that do~~the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

We are required to use an established hierarchy for fair value measurements based upon the inputs to the valuation and degree to which they are observable or not ~~have prices~~observable in ~~active markets, agency securities, state~~the market. The three levels in the hierarchy are as follows:

•

Level 1 – Inputs to the valuation based on quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date.

•

Level 2 – Inputs to the valuation include quoted prices in either markets that are not active, or in active markets for similar assets or liabilities, inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data.

•

Level 3 – Inputs to the valuation that are unobservable inputs for the asset or liability.

The highest priority is assigned Level 1 inputs and ~~municipal governments,~~the lowest priority to Level 3 inputs.

We did not hold any Level 3 assets or liabilities as of June 30, 2020 or December 31, 2019.

The carrying value of premium receivables and ~~corporate bonds, the Company obtains~~accounts payable, accrued expense, revolving loans and borrowings under our senior secured credit facility approximate their fair value. The rate at which revolving loans and borrowings under our senior secured credit facility bear interest resets periodically at market interest rates. All of these items are considered Level 1 assets and liabilities.

Investments excluded from the fair value hierarchy

The Company has interests in LPs, REITs and LLCs. This investment categorization has the potential for higher returns but also the potential for higher degrees of risk, including less than stable rates of returns and may provide less liquidity. These investments are carried at net asset value, as reported by the managers of the funds, and are excluded from ~~its third-party valuation service and we evaluate~~ the ~~relevant inputs, assumptions, methodologies and conclusions associated with such valuations.~~ fair value hierarchy.

The ~~valuation service calculates prices for~~table below presents the Company’s investments in the aforementioned security types on a month-end basis by using several matrix-pricing methodologies that incorporate inputs from various sources. The model the valuation service uses to price U.S. government securities and securitiesbalances of states and municipalities incorporates inputs from active market makers and inter-dealer brokers. To price corporate bonds and agency securities, the valuation service calculates non-call yield spreads on all issuers, uses option-adjusted yield spreads to account for any early redemption features, then adds final spreads to the U.S. Treasury curve as of quarter end. The inputs the valuation service uses in its calculations are not quoted prices in active markets, but are observable inputs, and therefore represent Level 2 inputs.

~~The following tables present information about the Company’s~~our invested assets measured at fair value on a recurring ~~basis. The Company assesses the levels for the investments~~basis:

June 30, 2020	Total		Level 1		Level 2		Level 3
Invested Assets:	(in thousands)
Debt Securities Available-for-sale
U.S. government and agency securities	$	63,479	$	374	$	63,105	$	—
States, municipalities and political subdivisions		107,367		—		107,367		—
Special revenue		274,742		—		274,742		—
Hybrid securities		95		—		95		—
Industrial and miscellaneous		252,594		—		252,594		—
Total debt securities		698,277		374		697,903		—
Investments reported at NAV⁽¹⁾		7,973		—		—		—
Total investments	$	706,250	$	374	$	697,903	$	—

December 31, 2019	Total		Level 1		Level 2		Level 3
Invested Assets:	(in thousands)
Debt Securities Available-for-sale
U.S. government and agency securities	$	54,191	$	366	$	53,825	$	—
States, municipalities and political subdivisions		76,355		—		76,355		—
Special revenue		250,226		—		250,226		—
Hybrid securities		101		—		101		—
Industrial and miscellaneous		206,383		—		206,383		—
Total debt securities		587,256		366		586,890		—
Investments reported at NAV⁽¹⁾		7,993		—		—		—
Total investments	$	595,249	$	366	$	586,890	$	—

(1)

Includes $1.6 million and $1.6 million of Federal Home Loan Banks membership shares held by the Company as of June 30, 2020 and December 31, 2019, respectively.

Non-recurring fair value measurements

Assets and liabilities that are measured at ~~each measurement date,~~fair value on a non-recurring basis include intangible assets and ~~transfers between levels~~goodwill which are recognized at fair value during the period in which an acquisition is completed, from updated estimates and assumptions during the measurement period, or when they are considered to be impaired. These non-recurring fair value measurements, primarily for intangible assets acquired, were based on Level 3 unobservable inputs. For the ~~actual date~~quarters ended June 30, 2020 and 2019, these non-recurring fair value inputs consisted of ~~the event or change in circumstances that caused the transfer in accordance with the Company’s accounting policy regarding the~~

~~recognitions of transfers between levels of~~brand, agent relationships, renewal rights, customer relations, trade names, non-compete and goodwill. To evaluate such assets for a potential impairment, we determine the fair value ~~hierarchy. For~~of the ~~nine~~goodwill and intangible assets using a combination of a discounted cash flow approach and market approaches, which contain significant unobservable inputs and therefore are considered a Level 3 fair value measurement. The unobservable inputs in the analysis generally include future cash flow projections and a discount rate.

There were 0 non-recurring fair value adjustments to intangible assets and goodwill during the first two quarters of 2020 and 2019. We record any measurement period adjustments to the fair value of assets acquired and liabilities assumed, with the corresponding offset to goodwill.

NOTE 4. OTHER COMPREHENSIVE INCOME

The following table is a summary of other comprehensive income (loss) and discloses the tax impact of each component of other comprehensive income for the three and six months ended ~~September~~June 30, ~~2017~~2020 and ~~the year ended December 31, 2016, there were no transfers in or out of Level 1, 2, and 3.~~2019, respectively:

September 30, 2017

Total

Level 1

Level 2

Level 3

(In thousands)

Fixed maturities Investments:

U.S. government and agency securities

$
30,003

$
2,844

$
27,159

$
—

States, municipalities and political
subdivisions

275,667

—

275,667

—

Special revenue

54,740

27,427

27,313

—

Industrial and miscellaneous

129,406

—

129,406

—

Redeemable preferred stocks

4,668

4,668

—

—

Total fixed maturities Investments

$
494,484

$
34,939

$
459,545

$
—

Nonredeemable preferred stocks

14,280

14,280

—

—

Equity securities

11,116

11,116

—

—

Total equity securities

$
25,396

$
25,396

$
—

$
—

Total Investments

$
519,880

$
60,335

$
459,545

$
—

	For the Three Months Ended June 30,
	2020							2019
	Pre-tax		Tax			After-tax		Pre-tax		Tax			After-tax
	(in thousands)
Other comprehensive income
Change in unrealized losses on investments, net	$	14,823	$	(3,431	)	$	11,392	$	7,068	$	(1,293	)	$	5,775
Reclassification adjustment of realized losses (gains) included in net income		38		(9	)		29		59		(11	)		48
Effect on other comprehensive income	$	14,861	$	(3,440	)	$	11,421	$	7,127	$	(1,304	)	$	5,823

December 31, 2016

Total

Level 1

Level 2

Level 3

(In thousands)

Fixed maturities Investments:

U.S. government and agency securities

$
107,548

$
103,997

$
3,551

$
—

States, municipalities and political
subdivisions

277,361

—

277,361

—

Special revenue

52,996

—

52,996

—

Industrial and miscellaneous

129,645

—

129,645

—

Redeemable preferred stocks

3,461

3,461

—

—

Total fixed maturities Investments

$
571,011

$
107,458

$
463,553

$
—

Nonredeemable preferred stocks

14,515

14,515

—

—

Equity securities

17,456

17,456

—

—

Total equity securities

$
31,971

$
31,971

$
—

$
—

Total Investments

$
602,982

$
139,429

$
463,553

$
—

	For the Six Months Ended June 30,
	2020									2019
	Pre-tax			Tax			After-tax			Pre-tax		Tax			After-tax
	(in thousands)
Other comprehensive income
Change in unrealized losses on investments, net	$	16,850		$	(3,900	)	$	12,950		$	15,104	$	(3,617	)	$	11,487
Reclassification adjustment of realized losses (gains) included in net income		(22	)		5			(17	)		394		(95	)		299
Effect on other comprehensive income	$	16,828		$	(3,895	)	$	12,933		$	15,498	$	(3,712	)	$	11,786

NOTE 5. LEASES

The Company has entered into operating and financing leases primarily for real estate and vehicles. The Company will determine whether an arrangement is a lease at inception of the agreement. The operating leases have terms of one to ten years, and often include one or more options to renew. These renewal terms can extend the lease term from two to ten years, and are included in the lease term when it is reasonably certain that the Company will exercise the option. The Company considers these options in determining the lease term used in establishing our right-of-use assets and lease obligations. The Company lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Because the rate implicit in each operating lease is not readily determinable, the Company uses its incremental borrowing rate to determine present value of the lease payments. The Company used the implicit rates within the finance leases.

Components of the Company’s lease costs for the three and six months ended June 30, 2020 and 2019 are as follows (in thousands):

	Three Months Ended June 30, 2020		Three Months Ended June 30, 2019
Amortization of ROU assets - Finance leases	$	21	$	18
Interest on lease liabilities - Finance leases		5		7
Variable lease cost (cost excluded from lease payments)		125		111
Operating lease cost (cost resulting from lease payments)		338		328
Total lease cost	$	489	$	464

	Six Months Ended June 30, 2020		Six Months Ended June 30, 2019
Amortization of ROU assets - Finance leases	$	43	$	38
Interest on lease liabilities - Finance leases		11		14
Variable lease cost (cost excluded from lease payments)		256		221
Operating lease cost (cost resulting from lease payments)		685		588
Total lease cost	$	995	$	861

Supplemental cash flow information and non-cash activity related to our operating and financing leases as of June 30, 2020 and 2019 are as follows (in thousands):

	June 30, 2020		June 30, 2019
Finance lease - Operating cash flows	$	11	$	16
Finance lease - Financing cash flows	$	36	$	47

Operating lease - Operating cash flows (fixed payments)	$	720	$	341
Operating lease - Operating cash flows (liability reduction)	$	507	$	276

Supplemental balance sheet information related to our operating and financing leases as of June 30, 2020 are as follows (in thousands):

	Balance Sheet Classification	June 30, 2020
Right-of-use assets - operating	Other assets	$	6,377
Right-of-use assets - finance	Other assets	$	259
Lease Liability ⁽¹⁾ - operating	Accounts payable and other liabilities	$	(8,083	)
Lease Liability - finance	Accounts payable and other liabilities	$	(288	)

(1) Includes $1.3 million in lease incentives received in the first quarter of 2019.

Weighted-average remaining lease term and discount rate for our operating and financing leases as of June 30, 2020 are as follows:

	June 30, 2020
Weighted average lease term - Finance leases	3.18 yrs.
Weighted average lease term - Operating leases	7.41 yrs.
Weighted average discount rate - Finance leases		7.1	%
Weighted average discount rate - Operating leases		5.3	%

Maturities of lease liabilities by fiscal year for our operating and financing leases as of June 30, 2020 are as follows (in thousands):

	June 30, 2020
2020 remaining	$	765
2021		1,548
2022		1,566
2023		1,487
2024		1,112
Thereafter		3,694
Total lease payments		10,172
Less: imputed interest		(1,801	)
Present value of lease liabilities	$	8,371

NOTE 5.6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following at ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016:~~2019:

	September 30, 2017		December 31, 2016		June 30, 2020			December 31, 2019
	(In thousands)				(In thousands)
Land	$	2,582	$	2,582	$	2,582		$	2,582
Building		10,301		10,301		11,390			11,390
Computer hardware and software		3,122		3,113		5,725			5,712
Office furniture and equipment		759		759		2,007			2,007
Tenant and leasehold improvements		3,547		3,334		8,133			8,105
Vehicle fleet		815		842		850			789
Total, at cost		21,126		20,931		30,687			30,585
Less: accumulated depreciation and amortization		4,928		3,752		(10,689	)		(9,832	)
Property and equipment, net	$	16,198	$	17,179	$	19,998		$	20,753

Depreciation and amortization expense for property and equipment was ~~$394 thousand~~$425,000 and ~~$797 thousand~~$1.0 million for the three months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, respectively and $857,000 and $1.6 million for the ~~nine~~six months ended ~~$ 1.2 million~~June 30, 2020 and ~~$1.2 million,~~2019, respectively. The Company’s real estate consists of 1415 acres of land and ~~four~~5 buildings with a gross area of ~~191 thousand~~229,000 square ~~feet.~~feet and a parking garage.

NOTE 6.7. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and Intangible Assets

~~As of September~~

At June 30, ~~2017,~~2020 and December 31, ~~2016~~2019 goodwill was ~~$46.5~~$152.5 million and intangible assets were ~~$23.0~~$65.5 million and ~~$26.5~~$68.6 million, respectively. ~~The Company has determined the useful life of the value of the business acquired (see Note 2) to be one~~

~~year.~~ The Company has determined the useful life of the other intangible assets to range between 2.5-15 years. The Company has recorded ~~$175 thousand~~$1.3 million relating to an insurance ~~license~~licenses and has classified the licenses as an indefinite lived intangible asset which is subject to annual impairment ~~testing.~~testing concurrent with goodwill.

	Goodwill
	(in thousands)
Balance as of December 31, 2019	$	152,459
Goodwill acquired	—
Impairment	—
Balance as of June 30, 2020	$	152,459

Our annual goodwill impairment analysis was performed as of October 1, 2019. Management had determined that an impairment review was appropriate for the first quarter of 2020 given the potential impact of the COVID-19 pandemic. We qualitatively assessed whether it was more likely than not that the goodwill and indefinite-lived assets were impaired as of March 31, 2020. For the second quarter of 2020 there had been no change in the Company’s qualitative assessment results for its goodwill assessment, and based on that assessment management determined that our goodwill and indefinite-lived assets are not impaired for the period ended June 30, 2020.

Other Intangible Assets

Our intangible assets ~~resulted primarily from the acquisition of Zephyr and consists~~consist of brand, agent relationships, renewal rights, customer relations, trade names, ~~non-compete~~non-competes and insurance licenses. Finite-lived ~~intangible~~intangibles assets are amortized over their useful lives from ~~one~~2.5 to fifteen years.

Amortization expense of our intangible assets was ~~$55 thousand~~$1.6 million and ~~$3.6~~$2.1 million for the three ~~and nine~~ months ended ~~September~~June 30, ~~2017, respectively. Amortization expense of our intangible assets was $2.1~~2020 and 2019, respectively, and $3.2 million and ~~$4.9~~$4.2 million for the ~~three and nine~~six months ended ~~September~~June 30, ~~2016,~~2020 and 2019, respectively. NoNaN impairment in the value of amortizing or non-amortizing ~~intangibles~~intangible assets was recognized during the three ~~and nine~~ months ended ~~September~~June 30, ~~2017.~~2020 or 2019.

~~The tables below detail the finite-lived intangibles assets, net as of September 30, 2017 and December 31, 2016, respectively (in thousands).~~

September 30, 2017
Weighted -average Amortization (years)

Gross Carrying Amount

Accumulated Amortization

Intangible Assets, net

Amortizing intangible assets

Brand

15

$
1,210

$
(174
)

$
1,036

Agent relationships

12

4,800

(600
)

4,200

Renewal rights

15

16,600

(1,660
)

14,940

Customer relations

10

870

(188
)

682

Trade names

10

2,000

(300
)

1,700

Value of business acquired

1

7,600

(7,600
)

—

Non-compete

2.5

790

(556
)

234

Non-amortizing intangible assets

License acquired

175

—

175

Total intangible assets

$
34,045

$
(11,078
)

$
22,967

December 31, 2016
Weighted -average Amortization (years)

Gross Carrying Amount

Accumulated Amortization

Intangible Assets, net

Amortizing intangible assets

Brand

15

$
1,210

$
(114
)

$
1,096

Agent relationships

12

4,800

(300
)

4,500

Renewal rights

15

16,600

(830
)

15,770

Customer relations

10

870

(123
)

747

Trade names

10

2,000

(150
)

1,850

Value of business acquired

1

7,600

(5,700
)

1,900

Non-compete

2.5

790

(286
)

504

Non-amortizing intangible assets ⁽¹⁾

License acquired

175

—

175

Total intangible assets

$
34,045

$
(7,503
)

$
26,542

Estimated annual pretax amortization of intangible assets for ~~remainder of 2017 and~~ each of the next five years and thereafter is as follows (in thousands):

Year	Amount		Amount⁽¹⁾
2017	$	558
2018	$	1,982
2019	$	1,898
2020	$	1,888
2020 - remaining			$	3,183
2021	$	1,875	$	6,351
2022	$	1,875	$	6,351
2023			$	6,351
2024			$	6,351
Thereafter	$	12,716	$	35,559
	$	22,792
Total			$	64,146

(1)

Excludes insurance licenses valued at $1.3 million and classified as an indefinite lived intangible which is subject to annual impairment testing and not amortized.

NOTE 8. OTHER ASSETS

The following table summarizes the Company’s other assets for the periods indicated:

Description	June 30, 2020		December 31, 2019
	(In thousands)
Other amounts receivable		8,876		1,185
State underwriting pooling & assoc.		4,213		3,165
Prepaid expense		4,057		3,999
Right to use assets		6,636		6,645
Other assets		306		1,328
Premium tax		4,716		1,788
Total other assets	$	28,804	$	18,110

Recorded in other amounts receivable are 2 Secured Promissory Notes (“Notes”) that a single debtor made in January 2020 in favor of the Company, in the amount of $3.75 million each. The Notes mature on February 1, 2023 and bear an 8% interest rate per annum, with principal payments in equal installments of $300,000 due on the first day of each month commencing on June 1, 2021. Interest payments commenced on March 1, 2020. A Security Agreement that collateralizes the Notes was entered into at the time of issuance. The debtor has the right to prepay the note in part or whole after the 27^th month of current payments of principal and interest without penalties or fees.

NOTE ~~7. (LOSS)~~9. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted ~~(loss)~~ earnings per share (“EPS”) for the periods indicated.

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

Basic (loss) earnings per share:

Net (loss) income attributable to common stockholders (000's)

$
(8,696
)

$
10,930

$
3,929

$
36,720

Weighted average shares outstanding

25,883,267

29,213,222

27,647,146

29,742,984

Basic (loss) earnings per share:

$
(0.34
)

$
0.37

$
0.14

$
1.23

Diluted (loss) earnings per share:

Net (loss) income attributable to common stockholders (000's)

$
(8,696
)

$
10,930

$
3,929

$
36,720

Weighted average shares outstanding

25,883,267

29,213,222

27,647,146

29,742,984

Weighted average dilutive shares

—

—

—

43,172

Total weighted average dilutive shares

25,883,267

29,213,222

27,647,146

29,786,156

Diluted (loss) earnings per share:

$
(0.34
)

$
0.37

$
0.14

$
1.23

	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Basic earnings per share:
Net income attributable to common stockholders (000's)	$	4,132	$	721	$	11,752	$	7,685
Weighted average shares outstanding		27,876,801		29,346,234		28,212,735		29,442,363
Basic earnings per share:	$	0.15	$	0.02	$	0.42	$	0.26

Diluted earnings per share:
Net income attributable to common stockholders (000's)	$	4,132	$	721	$	11,752	$	7,685
Weighted average shares outstanding		27,876,801		29,346,234		28,212,735		29,442,363
Weighted average dilutive shares		36,895		6,562		18,539		5,305
Total weighted average dilutive shares		27,913,696		29,352,796		28,231,273		29,447,668
Diluted earnings per share:	$	0.15	$	0.02	$	0.42	$	0.26

NOTE 10. DEFERRED REINSURANCE CEDING COMMISSION

The Company defers reinsurance ceding commission income, which is amortized over the effective period of the related insurance policies. For the quarter ended June 30, 2020 and 2019, the Company allocated ceding commission income of $11.3 million and $12.1 million to policy acquisition costs and $3.6 million and $4.0 million to general and administrative expense, respectively. For the six months ended June 30, 2020 and 2019, the Company allocated ceding commission income of $21.7 million and $25.0 million to policy acquisition costs and $7.1 million and $8.3 million to general and administrative expense, respectively.

The table below depicts the activity with regard to deferred reinsurance ceding commission during the three and six months ended June 30, 2020 and 2019.

	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
	(In thousands)
Beginning balance of deferred ceding commission income	$	34,380		$	40,474		$	37,464		$	44,996
Ceding commission deferred		15,074			10,389			25,919			23,036
Less: ceding commission earned		(14,892	)		(16,158	)		(28,821	)		(33,327	)
Ending balance of deferred ceding commission income	$	34,562		$	34,705		$	34,562		$	34,705

NOTE 8.11. DEFERRED POLICY ACQUISITION COSTS

The Company incurs incremental policy acquisition costs that vary with, and are directly related to, the production of new business. Policy acquisition costs consist of the following four items: (i) commissions paid to outside agents at the time of policy issuance; (ii) policy administration fees paid to a third-party administrator at the time of policy issuance; (iii) premium taxes; and (iv) inspection fees. The Company capitalizes incremental policy acquisition costs that are directly related to the successful efforts of acquiring new or renewed insurance contracts to the extent recoverable, then the Company amortizes those costs over the contract period of the related policy. The Company defers ~~certain~~the incurred incremental policy acquisition costs, ~~in connection with written policies, called~~commonly referred to as deferred policy acquisition ~~Costs~~costs (“DPAC”), ~~net of corresponding amounts of ceded reinsurance commissions, called deferred reinsurance ceding commissions (“DRCC”). Net DPAC is~~which are amortized over the effective period of the related insurance policies.

The Company anticipates that its DPAC costs will be fully recoverable in the near term. The table below depicts the activity with regard to DPAC during the three and ~~nine month periods~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016:~~2019.

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2020			2019			2020			2019
	(In thousands)												(In thousands)
Beginning Balance	$	41,792		$	42,568		$	42,779		$	34,800		$	74,895		$	69,883		$	77,211		$	73,055
Policy acquisition costs deferred		21,002			22,158			65,195			68,807			48,173			35,271			86,304			73,901
Amortization		(20,906	)		(22,597	)		(66,086	)		(61,478	)		(41,478	)		(31,090	)		(81,925	)		(72,892	)
Ending Balance	$	41,888		$	42,129		$	41,888		$	42,129		$	81,590		$	74,064		$	81,590		$	74,064

NOTE 9.12. INCOME TAXES

~~During~~For the ~~nine~~three months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, the Company recorded ~~$7.4~~$1.1 million and ~~$23.7~~$0.4 million, respectively, of income tax expense which corresponds to ~~an estimated annual~~effective tax rates of 21.2% and 33.8%, respectively. For the six months ended June 30, 2020 and 2019, the Company recorded $4.3 million and $2.7 million, respectively, of income tax expense which corresponds to effective tax rates of 26.7% and 26.3%, respectively. Effective tax rates are dependent upon components of pre-tax earnings and the related tax effects. The effective tax rates for calendar years 2020 and 2019 were affected by various permanent tax differences, predominately disallowed executive compensation deductions which were further limited in 2018 and future years upon the enactment of H.R.1, commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”). Additionally, the state effective income tax rate fluctuated as a result of changes in the geographic dispersion of our business and a state income tax refund received in the second quarter. The effective tax rate ~~of 65.2% and 39.2%, respectively. The increase~~can fluctuate throughout the year as estimates used in the ~~effective~~ tax ~~rate in 2017 primarily relates to certain non-deductible financial charges related to~~provision for each quarter are updated as more information becomes available throughout the issuance of convertible notes during the current quarter coupled with the write off of the deferred tax asset related to non-qualified stock options upon the expiration of the Company’s stock options occurring in the current quarter.year.

The table below summarizes the significant components of our net deferred tax ~~assets (liabilities):~~liability for the periods indicated:


	September 30, 2017			December 31, 2016			June 30, 2020			December 31, 2019
Deferred tax assets:	(In thousands)						(In thousands)
Unearned premiums	$	16,730		$	17,209		$	8,274		$	12,585
Unearned commission								8,000			8,671
Tax-related discount on loss reserve		1,677			1,829			2,668			2,716
Unrealized loss		246			3,113
Stock-based compensation		2,363			1,604			527			297
Prepaid expenses		1,438			1,482
Convertible notes option liability		6,446			—
Accrued expenses								1,987			757
Leases								334			331
Other		304			312			1,908			1,890
Total deferred tax asset		29,204			25,549			23,698			27,247
Deferred tax liabilities:
Deferred acquisition costs		15,898			16,377			18,885			17,871
Convertible notes option discount		6,446			—
Prepaid expenses								268			153
Unrealized gains								6,090			2,195
Property and equipment		355			355			1,176			1,029
Note discount								404			478
Basis in purchased investments		1,600			1,697			76			100
Basis in purchased intangibles		9,066			9,791			16,286			16,977
Other		332			332			1,470			1,067
Total deferred tax liabilities		33,697			28,552			44,655			39,870
Less: valuation allowance		—			—
Net deferred tax liability	$	(4,493	)	$	(3,003	)	$	(20,957	)	$	(12,623	)

In ~~assessing the net realizable value of deferred tax assets,~~April 2019, the Company ~~considered whether it is more likely than not~~was notified by the tax authority that it will not realize some portion or all of the deferred tax assets. The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

~~The statute of limitations related to our federal and state income tax returns remains open from our first filings for 2013 through 2016. For the 2014 tax year,~~ the federal income tax ~~return was examined by~~returns for the ~~tax authority resulting in no material adjustment. Currently, no taxing authorities are examining any of our federal or state income tax returns.~~years 2015, 2016 and 2017 will be examined. The Company does not believe the examination results will have an adverse impact on the condensed consolidated financial statements.

~~As of September~~At June 30, ~~2017,~~2020 and December 31, ~~2016,~~2019, we had no0 significant uncertain tax ~~positions.~~positions or unrecognized tax benefits that, if recognized, would impact the effective income tax rate.

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted on March 27, 2020 in the United States. The CARES Act and related notices include several significant provisions, including delaying certain payroll tax payments, mandatory transition tax payments under the TCJ Act, and estimated income tax payments that we are deferring to future periods. We do not currently expect the CARES Act to have a material impact on our financial results, including on our annual estimated effective tax rate or on our liquidity. We will continue to monitor and assess the impact the CARES Act and similar legislation may have on our business and financial results.

NOTE ~~10.~~13. REINSURANCE

Overview

The Company’s reinsurance program is designed, utilizing the Company’s risk management methodology, to address its exposure to catastrophes or large non-catastrophic losses. The Company’s program provides reinsurance protection for catastrophes including hurricanes, tropical storms, tornadoes and ~~tornadoes.~~winter storms. The Company’s reinsurance agreements are part of its catastrophe management strategy, which is intended to provide its stockholders an acceptable return on the risks assumed in its property business, and to reduce variability of earnings, while providing protection to the Company’s policyholders.

~~2017 - 2018~~In order to limit our potential exposure to catastrophic events, we purchase significant reinsurance from third party reinsurers. The catastrophe reinsurance may be on an excess of loss or quota share basis. We also purchase reinsurance for non-catastrophe losses on a quota share, per risk or facultative basis. Purchasing a sufficient amount of reinsurance to cover catastrophic losses from single or multiple events or significant non-catastrophe losses is an important part of our risk strategy, and premiums ceded to reinsurers is one of our largest costs. Reinsurance ~~Program~~involves transferring, or “ceding”, a portion of the risk exposure on policies we write to another insurer, known as a reinsurer. To the extent that our reinsurers are unable to meet the obligations they assume under our reinsurance agreements, we remain liable for the entire insured loss.

~~The Company placed its~~Our reinsurance agreements are prospective contracts. We record an asset, prepaid reinsurance premiums, and a liability, reinsurance payable, for the entire contract amount upon commencement of our new reinsurance agreements. We amortize our catastrophe reinsurance premiums over the 12-month contract period, which generally begins on June 1, on a straight-line basis. Our quota share reinsurance is amortized over the 12-month contract period and is currently on a calendar basis.

In the event that we incur losses and loss adjustment expenses recoverable under our reinsurance program, we record amounts recoverable from our reinsurers on paid losses plus an estimate of amounts recoverable on unpaid losses. The estimate of amounts recoverable on unpaid losses is a function of our liability for unpaid losses associated with the ~~period~~reinsured policies; therefore, the amount changes in conjunction with any changes to our estimate of unpaid losses. As a result, a reasonable possibility exists that an estimated recovery may change significantly in the near term from the amounts included in our consolidated financial statements.

Our insurance regulators and rating agency require all insurance companies, like us, to have a certain amount of capital and reinsurance coverage in order to cover losses and loss adjustment expenses upon the occurrence of a catastrophic event. Our 2020-2021 reinsurance program provides reinsurance in excess of our state regulator and rating agency requirements. The nature, severity and location of the event giving rise to such a probable maximum loss differs for each insurer depending on the insurer’s portfolio of insured risks, including, among other things, the geographic concentration of insured value within such portfolio. As a result, a particular catastrophic event could be a one-in-100-year loss event for one insurance company while having a greater or lesser probability of occurrence for another insurance company. We also purchase reinsurance coverage to protect against the potential for multiple catastrophic events occurring in the same year. We share portions of our reinsurance program coverage among our insurance company affiliates.

Catastrophe Excess of Loss Reinsurance

Effective June 1, ~~2017 through May 31, 2018 during the second quarter~~2020, we entered into catastrophe excess of ~~2017. This~~loss reinsurance ~~program incorporates the~~agreements covering Heritage Property & Casualty Insurance Company (“Heritage P&C”), Zephyr Insurance Company (“Zephyr”) and Narragansett Bay Insurance Company (“NBIC”). The catastrophe ~~risk of our two insurance subsidiaries, Heritage P&C, a Florida based insurer writing property insurance in multiple states, and Zephyr, a Hawaii based insurer. The~~reinsurance programs are allocated amongst traditional reinsurers, ~~catastrophe bonds issued by Citrus Re Ltd., a Bermuda special purpose insurer formed in 2014 (“Citrus Re”), and~~ the Florida Hurricane Catastrophe Fund (“FHCF”) and Osprey Re Ltd (“Osprey”), our captive reinsurer. The FHCF covers Florida risks only and we elected to participate at 90%. ~~Coverage is specific~~Our third-party reinsurers are either rated “A-” or higher by A.M. Best or S&P or are fully collateralized, to each insurer unless otherwise noted. The 2017-2018 reinsurance program provides, including retention, first event coverage up to $1.75 billion in Florida, first event coverage up to $731 million in Hawaii, and multiple event coverage up to $2.6 billion. This coverage exceeds the requirements established by the Company’s rating agency, Demotech, Inc., the Florida Office of Insurance Regulation, and the Hawaii Insurance Division. reduce credit risk.

The reinsurance program, which is segmented into layers of coverage, protects the Company for excess property catastrophe losses and loss adjustment expenses. The ~~Company’s 2017-2018~~2020-2021 reinsurance program ~~incorporates~~provides first event coverage up to $1.35 billion for Heritage P&C, first event coverage up to $965.0 million for NBIC, and first event coverage up to $690.0 million for Zephyr. Our first event retention in a 1 in 100 year event would include retention for the mandatory coverage required by law to be placed with FHCF, which is available only for Florida catastrophe risk. For the 2017 hurricane season, the Company maintained the prior year selected participation percentage in the FHCF at 45%. The Company also purchased private reinsurance below and alongside

~~the FHCF layer,~~respective insurance company as well as ~~aggregate reinsurance coverage.~~ any retention by Osprey. The ~~Company~~first event maximum retention up to a 1 in 100 year event for each insurance company subsidiary is ~~not utilizing its captive, Osprey, for any catastrophe risk~~as follows: Heritage P&C – $20.0 million; Zephyr – $20.0 million; NBIC – $13.3 million. In a 1 to 100 year event and including Osprey’s retention, the range of loss depending upon the geographic region affected would be between an additional $22.1 million to $41.8 million above the amounts noted for the ~~2017 hurricane season.~~ insurance company retentions.

The ~~Company has~~majority of our program was placed on a ~~primary retention of the first $20 million of~~cascading basis which provides greater horizontal protection in a multiple small events scenario and features additional coverage enhancements.

We are responsible for all losses and loss adjustment ~~expenses. Additionally,~~expenses in excess of our reinsurance program. For second or subsequent catastrophic events, our total available coverage depends on the ~~December~~magnitude of the first event, as we may have coverage remaining from layers that were not previously fully exhausted. An aggregate of $2.6 billion of limit purchased in 2020 includes reinstatement through the purchase of reinstatement premium protection. In total, we have purchased $2.6 billion of potential reinsurance coverage, including our retention, for multiple catastrophic events. The amount of coverage, however, will be subject to the severity and frequency of such events.

The Company's estimated net cost for the 2020-2021 catastrophe reinsurance programs is approximately $272.1 million.

Gross Quota Share Reinsurance

NBIC did not enter into a gross quota share reinsurance program for the contract term beginning June 1, ~~2016~~2019, nor was a gross quota share reinsurance program entered into in 2020. For the 2018 contract term, NBIC purchased an 8% gross quota share reinsurance treaty ~~between Heritage P&C and Osprey was commuted~~ effective June 1, ~~2017.~~

~~Heritage P&C provides property insurance coverage for states other than Hawaii. The following describes the various layers of its June 1, 2017 to~~2018 through May 31, ~~2018~~2019 which provided ground up loss recoveries of up to $1.0 billion.

Net Quota Share Reinsurance

Our Net Quota Share coverage is proportional reinsurance, ~~program:~~

•

~~Heritage P&C’s Retention. If a first catastrophic event strikes a Heritage P&C risk, its primary retention is the first $20 million ($15 million plus $5 million co-participation on the Top~~which applies to business underwritten by NBIC, for which certain of our other reinsurance (property catastrophe excess of loss and Aggregate layer described below) of losses and loss adjustment expenses. If a second catastrophic event strikes a Heritage P&C risk, its primary retention decreases to $16 million and the remainder of the losses are ceded to third parties. In a first event exceeding approximately $878 million, there is an additional co-participation of 20% subject to a maximum co-participation of $727,000. Assuming a 1-100yr 1^st event, a second event exceeding approximately $420 million, results in an additional Company co-participation of 11.5% subject to a maximum co-participation of $36 million. Heritage P&C has a $16 million (including 20% co-participation) primary retention after a 1-100 yr. 1^st ~~event for events beyond the second catastrophic event.~~

~~Shared Layers. Immediately above~~ the ~~retention,~~second layer of the ~~Company has purchased $372~~general excess of loss) inures to the quota share program. An occurrence limit of $20.0 million ~~of reinsurance from third party reinsurers~~. ~~This coverage includes~~for catastrophe losses is in effect on the following layers: Top and Aggregate layer, Underlying layer, Layer 1, Layer 2 and a private sliver alongside those layers. Through the payment of a reinstatement premium, Heritage P&C and Zephyr are able to reinstate $352 million of this reinsurance one time. There is $20 million of shared coveragequota share program, subject to certain aggregate loss limits that vary by reinsurer. The amount and rate of ceding commissions slide, within a ~~seasonal aggregate of $68 million.~~

~~FHCF Layer. Heritage P&C’s FHCF~~prescribed minimum and maximum, depending on loss performance. The Net Quota Share program ~~provides coverage for Florida events only and includes an estimated maximum provisional limit of 45% of $1.3 billion, in excess of its retention of $414 million. The limit and retention~~was renewed on December 31, 2019 ceding 56% of the FHCF coverage is subject to upward or downward adjustment based on, among other things, submitted exposures to FHCF by all participants. Heritage P&C has purchased coverage alongside from third party reinsurersnet premiums and ~~through reinsurance agreements with Citrus Re. To the extent the FHCF coverage is adjusted, this private reinsurance with third party reinsurers~~losses and Citrus Re will adjust to fill in any gaps in coverage up to the reinsurers’ aggregate limits for this layer. The FHCF coverage cannot be reinstated once exhausted, but it does provide coverage for multiple events.

~~Layers alongside the FHCF.~~ The Heritage P&C reinsurance program includes third party layers alongside the FHCF. These include 2015 B and 2015 C series catastrophe bonds, 2016 D and 2016 E catastrophe bonds and 2017-2 catastrophe bonds issued by Citrus Re, which total $412.5 million of coverage, as discussed below, as well as a traditional reinsurance layer providing $5 million of coverage.

~~2017-2 Notes:~~ During May 2017, Heritage P&C entered into a catastrophe reinsurance agreement with Citrus Re. The agreements provide for three years of coverage from catastrophic losses caused by named storms, including hurricanes, beginning on June 1, 2017. Heritage P&C pays a periodic premium to Citrus Re during this three-year risk period. Citrus Re issued an aggregate of $35 million of principal-at-risk variable notes due March 2020 to fund the reinsurance trust account and its obligations to Heritage P&C for $35 million of coverage under the reinsurance agreements. The limit of coverage is fully collateralized by a reinsurance trust account for the benefit of Heritage P&C. The maturity date5% of the ~~notes may be extended up to two additional years to satisfy claims for catastrophic events occurring during the three-year term of the reinsurance agreements.~~

~~2016 Class D and E Notes:~~ During February 2016, Heritage P&C and Zephyr entered into two catastrophe reinsurance agreements with Citrus Re. The agreements provide for three years of coverage from catastrophic losses caused by named storms, including hurricanes, beginning on June 1, 2016. For the 2017 hurricane seasons these notes provide coverage only to Heritage P&C who pays a periodic premium to Citrus Re during this three-year risk period. Citrus Re issued an aggregate of $250 million of principal-at-risk variable notes due February 2019 to fund the reinsurance trust account and its obligations to Heritage P&C under the reinsurance agreements. The Class D notes provide $150 million of coverage and the Class E notes provide $100 million of coverage. The Class D and Class E notes provide reinsurance coverage for a sliver of the catastrophe coverage that had previously been provided by the FHCF. The limit of coverageprior year quota share is fully collateralized by a reinsurance trust account for the benefit of Heritage P&C. The maturity date of the notes may be extended up to two additional years to satisfy claims for catastrophic events occurring during the three-year term of the reinsurance agreements.in run off.

•

~~2015 Class B and C Notes: During April 2015, Heritage P&C entered into catastrophe reinsurance agreements with Citrus Re.~~ The agreements provide for three years of coverage from catastrophic losses caused by named storms, including hurricanes, beginning on June 1, 2015. Heritage P&C pays a periodic premium to Citrus Re during this three-year risk period. Citrus Re issued principal-at-risk variable notes due April 2018 to fund the reinsurance trust account and its obligations to Heritage P&C under the reinsurance agreements. The Class B notes provide $97.5 million of coverage, and the Class C notes provide $30 million of coverage. The Class B and Class C notes provide

reinsurance coverage for a sliver of the catastrophe coverage that had previously been provided by the FHCF. The limit of coverage is fully collateralized by a reinsurance trust account for the benefit of Heritage P&C. The maturity date of the notes may be extended up to two additional years to satisfy claims for catastrophic events occurring during the three-year term of the reinsurance agreements.

~~Layers above the FHCF - Florida program~~

~~2017-1 Notes:~~ During March 2017, Heritage P&C entered into catastrophe reinsurance agreements with Citrus Re. The agreements provide for three years of coverage from catastrophic losses caused by named storms, including hurricanes, beginning on June 1, 2017. Heritage P&C pays a periodic premium to Citrus Re during this three-year risk period. Citrus Re issued principal-at-risk variable notes due March 2020 to fund the reinsurance trust account and its obligations to Heritage P&C under the reinsurance agreements. The notes provide $125 million of coverage for a layer above the FHCF. The limit of coverage is fully collateralized by a reinsurance trust account for the benefit of Heritage P&C. The maturity date of the notes may be extended up to two additional years to satisfy claims for catastrophic events occurring during the three-year term of the reinsurance agreements.

~~2015 Class A Notes:~~ During April 2015, Heritage P&C entered into catastrophe reinsurance agreements with Citrus Re. The agreements provide for three years of coverage from catastrophic losses caused by named storms, including hurricanes, beginning on June 1, 2015. Heritage P&C pays a periodic premium to Citrus Re during this three-year risk period. Citrus Re issued principal-at-risk variable notes due April 2018 to fund the reinsurance trust account and its obligations to Heritage P&C under the reinsurance agreements. The Class A notes provide $150 million of coverage for a layer above the FHCF. The limit of coverage is fully collateralized by a reinsurance trust account for the benefit of Heritage P&C. The maturity date of the notes may be extended up to two additional years to satisfy claims for catastrophic events occurring during the three-year term of the reinsurance agreements.

~~Multi-Zonal Layers.~~ The Company purchased additional layers which provide coverage for Heritage P&C for a second event and both first and second event coverage for Hawaii. The first event coverage for Hawaii is a counterpart to the multi-state catastrophe bond layers and FHCF layer. There is a total of $254 million of reinsurance coverage purchased on this basis, for which the Company has a prepaid reinstatement.

Aggregate Coverage~~. In addition to what is described above, much of the reinsurance is structured in a way to provide aggregate coverage. $984~~

$976.0 million of limit is structured on ~~this~~an aggregate basis (Top and Aggregate, ~~Underlying,~~ Layer 1, Layer 2, ~~Private layers,~~Layer 3, Layer 4, Multi-Zonal ~~2017-1 Notes, 2017-2 Notes,~~ and ~~2015 Class A Notes)~~northeast only). To the extent that this coverage is not fully exhausted in the first catastrophic event, it provides coverage commencing at its reduced retention for second and subsequent events where underlying coverage has been previously exhausted. ~~$606~~The Company purchased reinstatement premium protection for $621.0 million ~~has a reinstatement,~~of this coverage, which ~~is prepaid.~~can be reinstated one time. Layers (with exception to ~~FHCF, 2016 Class D & E Notes, and 2015 Class B & C Notes)~~FHCF) are “net” of a ~~$40~~$40.0 million attachment point. Layers inure to the subsequent layers if the aggregate limit of the preceding layer(s) is exhausted, and a portion of the subsequent layer cascades down in its place.

~~Zephyr provides property insurance coverage~~Additionally, for ~~Hawaii.~~business underwritten by NBIC, we placed 42.5% of an aggregate contract to cover, all catastrophe losses excluding named storms from December 1, 2019 to March 31, 2020. The ~~various layers of its 2017-2018 reinsurance program area as follows:~~

~~Zephyr’s Retention. If~~limit on the contract was $20.0 million, with a ~~first catastrophic event strikes Hawaii, Zephyr has a primary~~ retention of ~~the first $20~~$20.0 million ~~($15 million plus $5 million co-participation~~and franchise deductible of $1.0 million. This program was not replaced.

We placed 100% of an occurrence contract for our business underwritten by NBIC which covers all catastrophe losses excluding named storms, on December 31, 2019, expiring December 31, 2020. The limit on the ~~Top and Aggregate layer)~~contract is $20.0 million with a retention of ~~losses and loss adjustment expenses. If a second event strikes Hawaii, Zephyr’s primary retention decreases to $16~~$20.0 million and the remainder of losses are ceded to third parties. In a first event exceeding approximately $386 million, there is an additional co-participation of 3.8% subject to a maximum co-participation of $12 million. Assuming a 1-100-year event, a second event exceeding approximately $386 million results in an additional co-participation of 117.7%, subject to a maximum co-participation of $56 million. Zephyr has ~~a $16 million primary retention for events beyond the second catastrophic event.~~

~~Shared Layers above retention~~. Immediately above the retention, the Company has purchased $372 million of reinsurance from third party reinsurers. This coverage includes the following layers: Top and Aggregate layer, Underlying layer, Layer 1 ~~Layer 2 and a private sliver alongside those layers. Through the payment of a~~ reinstatement ~~premium, Heritage P&C and Zephyr are able to reinstate $352 million of this reinsurance one time. There is $20 million of shared coverage subject to a seasonal aggregate of $68 million.~~

•

~~Multi-Zonal Layers.~~ The Company purchased additional layers which provide coverage for Florida for a second event and both first and second event coverage for Hawaii. The first event coverage for Hawaii is a counterpart to the multi-state catastrophe bond layers and FHCF layer. There is a total of $302 million of reinsurance coverage purchased on this basis, with $254 million having a prepaid reinstatement. The multi-zonal occurrence layer provides first and second event coverage of $254 million for Hawaii and second event coverage of $254 million for Florida. A Top and Aggregate multi-

~~zonal layer provides first event coverage of $48 million for Hawaii and second or subsequent event coverage of $48 million for Florida.~~

~~Top Hawaii only layer.~~ ~~Zephyr has an additional layer purchased from third party reinsurers which provides $26 million of coverage for Hawaii only losses. This layer has one free reinstatement.~~

~~Aggregate Coverage~~. In addition to what is described above, much of the reinsurance is structured in a way to provide aggregate coverage. An aggregate of $700 million of limit is structured on this basis (Top and Aggregate, Underlying, Layer 1, Layer 2, Private Layers, Multi-Zonal, Hawaii Only). To the extent that this coverage is not fully exhausted in the first catastrophic event, it provides coverage commencing at its reduced retention for second and subsequent events where underlying coverage has been previously exhausted. $632 million has a reinstatement, which is prepaid or free.

For a first catastrophic event striking Florida, our reinsurance program provides coverage up to $1.75 billion of losses and loss adjustment expenses, including our retention, and we are responsible for all losses and loss adjustment expenses in excess of such amount. For a first catastrophic event striking Hawaii, our reinsurance program provides coverage up to $731 million of losses and loss adjustment expenses, including our retention, and we are responsible for all losses and loss adjustment expenses in excess of such amount. For subsequent catastrophic events, our total available coverage depends on the magnitude of the first event, as we may have coverage remaining from layers that were not previously fully exhausted. An aggregate of $632 million of limit purchased in 2017 includes a reinstatement, all of which is prepaid or free. In total, we have purchased $2.6 billion of potential reinsurance coverage, including our retention, for multiple catastrophic events. Our ability to access this coverage, however, will be subject to the severity and frequency of such events. Hurricane losses in states other than Hawaii would be covered under the Heritage P&C program with the exception of the FHCF and the series 2015, 2016 and 2017 catastrophe bonds. Management deemed this reinsurance protection to be sufficient given the level of catastrophe exposure in 2017 for North Carolina, South Carolina, Georgia and Alabama.available.

In placing our 2017-2018 reinsurance program, we sought to capitalize on favorable reinsurance pricing and mitigate uncertainty surrounding the future cost of our reinsurance by negotiating multi-year arrangements. The $687.5 million of aggregate coverage we have purchased from Citrus Re Ltd, which includes the 2015 Class A, B, and C notes, the 2016 Class D & E notes, and the 2017 Series notes extends $277.5 million of coverage until May 2018, $250 million of coverage for another two-year period and $160 million of coverage for a three-year period. To the extent coverage is all or partially exhausted before the end of three years, it cannot be reinstated. In the aggregate, multi-year coverage from Citrus Re Ltd accounts for approximately 26% of our purchases of private reinsurance for the 2017 hurricane season. The terms of each of the multi-year coverage arrangements described above are subject to adjustment depending on, among other things, the size and composition of our portfolio of insured risks in future periods.

~~2016 - 2017 Reinsurance Program~~

The Company placed its reinsurance program for the period from June 1, 2016 through May 31, 2017 during the second quarter of 2016. This reinsurance program incorporated the catastrophe risk of our two insurance subsidiaries, Heritage P&C, a Florida based insurer and Zephyr, a Hawaii based insurer, into one reinsurance structure. The programs were incorporated into one reinsurance structure and are allocated amongst traditional reinsurers, catastrophe bonds issued by Citrus Re and the FHCF. Coverage was shared by both insurers unless otherwise noted. The 2016-2017 reinsurance program provided, including retention, first event coverage up to $1.9 billion in Florida, first event coverage up to $1.1 billion in Hawaii, and multiple event coverage up to $3 billion.

The reinsurance program, which was segmented into layers of coverage, protected the Company for excess property catastrophe losses and loss adjustment expenses. The Company’s 2016-2017 reinsurance program incorporates the mandatory coverage required by law to be placed with FHCF, which was available only for Florida catastrophe risk. For the 2016 hurricane season, the Company reduced its selected participation percentage in the FHCF from 75% to 45%. The Company also purchased private reinsurance below, alongside and above the FHCF layer, as well as aggregate reinsurance coverage. The following describes the various layers of the Company’s June 1, 2016 to May 31, 2017 reinsurance program.

~~The Company’s Retention~~. If a first catastrophic event struck Florida, the Company had a primary retention of the first $40 million of losses and loss adjustment expenses, of which Osprey was responsible for $20 million. If a first catastrophic event struck Hawaii, the Company had a primary retention of the first $30 million of losses and loss adjustment expenses, of which Osprey was responsible for $15 million. If a second catastrophic event struck Florida, Heritage P&C’s primary retention decreased to $15 million and the remainder of the losses were ceded to third parties. If a second event struck Hawaii, Zephyr’s primary retention decreased to $5 million. In the second event only for a loss exceeding $190 million, there was an additional Company co-participation of 5.4% subject to a maximum co-participation of $11.6 million. Heritage P&C and Zephyr each had a $5 million primary retention for events beyond the second catastrophic event. Osprey had no primary retention beyond the first catastrophic event in Florida or Hawaii. Additionally, Osprey was responsible for payment of up to $5.3 million of reinstatement premium, depending on the amount of losses incurred.

•

~~Shared Layers above retention and below FHCF~~. Immediately above the retention, the Company purchased $374 million of reinsurance from third party reinsurers. Through the payment of a reinstatement premium, the Company was able to reinstate the full amount of this reinsurance one time. To the extent that $374 million or a portion thereof was exhausted in a first catastrophic event, the Company purchased reinstatement premium protection insurance to pay the required premium necessary for the reinstatement of this coverage.

~~FHCF Layer~~. The Company’s FHCF program provided coverage for Florida events only and included an estimated maximum provisional limit of 45% of $1.5 billion, in excess of its retention of $460 million. The limit and retention of the FHCF coverage was subject to upward or downward adjustment based on, among other things, submitted exposures to FHCF by all participants. The Company purchased coverage alongside from third party reinsurers and through reinsurance agreements with Citrus Re. To the extent the FHCF coverage was adjusted, this private reinsurance with third party reinsurers and Citrus Re would adjust to fill in any gaps in coverage up to the reinsurers’ aggregate limits for this layer. The FHCF coverage could be reinstated once exhausted, but it did provide coverage for multiple events.

~~Layers alongside the FHCF.~~ The Florida reinsurance program included third party layers alongside the FHCF. These included 2015 C and 2015 B series catastrophe bonds, which covered Florida only for the 2016 season, and 2016 D and 2016 E catastrophe bond series issued by Citrus Re, which total $377.5 million of coverage, as discussed below, as well as a traditional reinsurance layer providing $200 million of coverage. Through a reinstatement, the Company was able to reinstate the full amount of the $200 million of reinsurance one time. These 2016 catastrophe bonds and the traditional reinsurance layer provided coverage for both Florida and Hawaii catastrophe losses.

~~2016 Class D and E Notes:~~ During February 2016, Heritage P&C and Zephyr entered into two catastrophe reinsurance agreements with Citrus Re. The agreements provided for three years of coverage from catastrophic losses caused by named storms, including hurricanes, beginning on June 1, 2016. Heritage P&C and Zephyr pays a periodic premium to Citrus Re during this three-year risk period. Citrus Re issued an aggregate of $250 million of principal-at-risk variable notes due February 2019 to fund the reinsurance trust account and its obligations to Heritage P&C and Zephyr under the reinsurance agreements. The Class D notes provided $150 million of coverage and the Class E notes provided $100 million of coverage. The Class D and Class E notes provided reinsurance coverage for a sliver of the catastrophe coverage that had previously been provided by the FHCF. The limit of coverage was fully collateralized by a reinsurance trust account for the benefit of Heritage P&C and Zephyr. The maturity date of the notes may be extended up to two additional years to satisfy claims for catastrophic events occurring during the three-year term of the reinsurance agreements.

~~2015 Class B and C Notes: During April 2015, Heritage P&C entered into catastrophe reinsurance agreements with Citrus Re.~~ The 2015 notes did not provide coverage for Zephyr for the 2016 hurricane season. The agreements provided for three years of coverage from catastrophic losses caused by named storms, including hurricanes, beginning on June 1, 2015. Heritage P&C pays a periodic premium to Citrus Re during this three-year risk period. Citrus Re issued principal-at-risk variable notes due April 2018 to fund the reinsurance trust account and its obligations to Heritage P&C under the reinsurance agreements. The Class B notes provided $97.5 million of coverage, and the Class C notes provided $30 million of coverage. The Class B and Class C notes provided reinsurance coverage for a sliver of the catastrophe coverage that had previously been provided by the FHCF. The limit of coverage is fully collateralized by a reinsurance trust account for the benefit of Heritage P&C. The maturity date of the notes may be extended up to two additional years to satisfy claims for catastrophic events occurring during the three-year term of the reinsurance agreements.

~~Layers above the FHCF - Florida program~~

~~2015 Class A Notes:~~ During April 2015, Heritage P&C entered into catastrophe reinsurance agreements with Citrus Re. The 2015 notes did not provide coverage for Zephyr for the 2016 hurricane season. The agreements provided for three years of coverage from catastrophic losses caused by named storms, including hurricanes, beginning on June 1, 2015. Heritage P&C paid a periodic premium to Citrus Re during this three-year risk period. Citrus Re issued principal-at-risk variable notes due April 2018 to fund the reinsurance trust account and its obligations to Heritage P&C under the reinsurance agreements. The Class A notes provided $150 million of coverage for a layer above the FHCF. The limit of coverage is fully collateralized by a reinsurance trust account for the benefit of Heritage P&C. The maturity date of the notes may be extended up to two additional years to satisfy claims for catastrophic events occurring during the three-year term of the reinsurance agreements.

~~2014 Class A Notes:~~ Coverage immediately below and above the 2015 Class A notes was provided by the 2014 reinsurance agreements entered into with Citrus Re. The first contract with Citrus Re provided $150 million of coverage immediately below 2015 Class A, and the second contract provided an additional $50 million of coverage which sits immediately above 2015 Class A. During April 2014, Heritage P&C entered into two catastrophe reinsurance agreements with Citrus Re. The 2014 notes did not provide coverage for Zephyr for the 2016 hurricane season. The agreements provide for three years of coverage from catastrophe losses caused by certain named storms, including hurricanes, beginning on June 1, 2014. The limit of coverage of $200 million is fully collateralized by a reinsurance trust account for the benefit of Heritage P&C. Heritage P&C pays a periodic premium to Citrus Re during this three-year risk period. Citrus Re issued $200 million of principal-at-risk variable notes due April 2017 to fund the reinsurance trust account and its obligations to Heritage P&C under the reinsurance agreements. The maturity date of the notes may be extended up to two additional years to satisfy claims for catastrophic events occurring during the three-year term of the reinsurance agreements.

~~Multi-Zonal Layers.~~ The Company purchased additional layers which provided coverage for Florida for a second event and both first and second event coverage for Hawaii. The first event coverage for Hawaii was a counterpart to the Florida-only catastrophe bond layers and FHCF layer. There was a total of $282 million of reinsurance coverage purchased on this basis, with $260 million having a prepaid reinstatement. The multi-zonal occurrence layer provides first and second event coverage of $260 million for Hawaii and second event coverage of $260 million for Florida. A top and drop multi-zonal layer provides first and subsequent event coverage of $22 million for Hawaii and second or subsequent event coverage of $22 million for Florida.

~~Aggregate Coverage~~. In addition to what is described above, much of the reinsurance is structured in a way to provide aggregate coverage. An aggregate of $682 million of limit is structured on this basis. To the extent that this coverage was not fully exhausted in the first catastrophic event, it provided coverage commencing at its reduced retention for second and subsequent events where underlying coverage had been previously exhausted. An aggregate of $460 million had a reinstatement, which was prepaid.

For a first catastrophic event striking Florida, our reinsurance program provided coverage for $2 billion of losses and loss adjustment expenses, including our retention, and we are responsible for all losses and loss adjustment expenses in excess of such amount. For a first catastrophic event striking Hawaii, our reinsurance program provides coverage for $1.1 billion of losses and loss adjustment expenses, including our retention, and we were responsible for all losses and loss adjustment expenses in excess of such amount. For subsequent catastrophic events, our total available coverage depended on the magnitude of the first event, as we may have coverage remaining from layers that were not previously fully exhausted. An aggregate of $860 million of limit purchased in 2016 included a reinstatement, with $825 million being prepaid. In total, we purchased $3.1 billion of potential reinsurance coverage, including our retention, for multiple catastrophic events. Our ability to access this coverage, however, was subject to the severity and frequency of such events. Hurricane losses in states other than Hawaii would have been covered under the Heritage P&C program with the exception of the FHCF and the series 2015 and 2016 catastrophe bonds. Management deemed this reinsurance protection to be sufficient given the level of catastrophe exposure in 2017 for North Carolina and South Carolina.

In placing our 2016-2017 reinsurance program, we sought to capitalize on favorable reinsurance pricing and mitigate uncertainty surrounding the future cost of our reinsurance by negotiating multi-year arrangements. The $727.5 million of aggregate coverage we have purchased from Citrus Re Ltd, which included the 2014 Class A & B notes, the 2015 Class A, B, and C notes, and the 2016 Class D & E notes extends $200 million until May of 2017, $277.5 million for another two-year period and $250 million for a three-year period. To the extent coverage is all or partially exhausted before the end of three years, it cannot be reinstated. In the aggregate, multi-year coverage from Citrus Re Ltd accounts for approximately 42% of our purchases of private reinsurance for the 2016 hurricane season. The terms of each of the multi-year coverage arrangements described above are subject to adjustment depending on, among other things, the size and composition of our portfolio of insured risks in future periods.

~~2015 – 2016 Reinsurance Program~~

During the second quarter of 2015, the Company placed its reinsurance program for the period from June 1, 2015 through May 31, 2016. The Company’s reinsurance program, which was segmented into layers of coverage, protected it for excess property catastrophe losses and loss adjustment expenses. The Company’s 2015-2016 reinsurance program incorporated the mandatory coverage required by law to be placed with FHCF. For the 2015 hurricane season, the Company selected 75% participation in the FHCF. The Company also purchased private reinsurance below, alongside and above the FHCF layer, as well as aggregate reinsurance coverage. The following describes the various layers of the Company’s June 1, 2015 to May 31, 2016 reinsurance program.

~~The Company’s Retention. For the first catastrophic event, the Company had a primary retention of the first $35 million of losses and loss adjustment expenses, of~~ ~~which~~ Osprey was responsible for $20 million. For a second event, Heritage P&C’s primary retention decreases to $5 million and Osprey was responsible for $10 million. To the extent that there was reinsurance coverage remaining, Heritage P&C has a $5 million primary retention for events beyond the second catastrophic event. Osprey has no primary retention beyond the second catastrophic event.

~~Layers Below FHCF~~. Immediately above the Company’s retention, the Company purchased $440 million of reinsurance from third party reinsurers. Through the payment of a reinstatement premium, the Company was able to reinstate the full amount of this reinsurance one time. To the extent that $440 million or a portion thereof was exhausted in a first catastrophic event, the Company purchased reinstatement premium protection insurance to pay the required premium necessary for the reinstatement of this coverage. A portion of this coverage wrapped around the FHCF and provided coverage alongside and above the FHCF.

~~FHCF Layer~~. The Company’s FHCF coverage includes an estimated maximum provisional limit of 75% of $920 million, or $690 million, in excess of its retention and private reinsurance of $336 million. The limit and retention of the FHCF coverage was subject to upward or downward adjustment based on, among other things, submitted exposures to FHCF by all participants. The Company purchased coverage alongside from third party reinsurers and through reinsurance agreements with Citrus Re Ltd To the extent the FHCF coverage was adjusted, this private reinsurance with third party reinsurers and Citrus Re Ltd would adjust to fill in any gaps in coverage up to the reinsurers’ aggregate limits for this layer. The FHCF coverage cannot be reinstated once exhausted, but it does provide coverage for multiple events.

~~CAT Bond Layer alongside the FHCF~~. During April 2015 Heritage P&C entered into three catastrophe reinsurance agreements with Citrus Re Ltd. The agreements provide for three years of coverage from catastrophic losses caused by named storms, including hurricanes, beginning on June 1, 2015. Heritage P&C pays a periodic premium to Citrus Re during this three-year risk period. Citrus Re issued an aggregate of $277.5 million of principal-at-risk variable notes due April 2017 to fund the reinsurance trust account and its obligations to Heritage P&C under the reinsurance agreements. These notes were issued in three classes. The Class A notes provide $150 million of coverage for the layer immediately above the FHCF. The Class B notes provide $97.5 million of coverage, and the Class C notes provide $30 million of coverage. The Class B and Class C notes provide reinsurance coverage for a sliver of the catastrophe coverage that had previously been provided by the FHCF. The limit of coverage is fully collateralized by a reinsurance trust account for the benefit of Heritage P&C. The maturity date of the notes may be extended up to two additional years to satisfy claims for catastrophic events occurring during the three-year term of the reinsurance agreements.

~~CAT Bond Layer above the FHCF~~. Immediately above the FHCF layer was the coverage provided by the 2015 reinsurance agreement entered into with Citrus Re as described above in this footnote. The Citrus Re 2015 Class A notes provided up to $150 million of coverage immediately above the FHCF layer. Coverage immediately above the 2015 Class A notes is provided by the 2014 reinsurance agreements entered into with Citrus Re. The first contract with Citrus Re provides $150 million of coverage and the second contract provided an additional $50 million of coverage.

~~Aggregate Coverage~~. In addition to the layers described above, the Company also purchased $125 million of aggregate reinsurance coverage for losses and loss adjustment expenses in excess of $1.648 billion for a first catastrophic event. To the extent that this coverage was not fully exhausted in the first catastrophic event, it provided coverage commencing at its reduced retention for second and subsequent events and where underlying coverage has been previously exhausted. There is no reinstatement of the aggregate reinsurance coverage once exhausted, but it does provide coverage for multiple events.

For a first catastrophic event, our reinsurance program provided coverage for $1.8 billion of losses and loss adjustment expenses, including our retention, and we were responsible for all losses and loss adjustment expenses in excess of such amount. For subsequent catastrophic events, our total available coverage depended on the magnitude of the first event, as we may have had coverage remaining from layers that were not previously fully exhausted. We also have purchased reinstatement premium protection insurance to provide an additional $440.0 million of coverage. Our aggregate reinsurance layer also provided coverage for second and subsequent events to the extent not exhausted in prior events. In total, we purchased $2.3 billion of potential reinsurance coverage, including our retention, for multiple catastrophic events. Our ability to access this coverage, however, was subject to the severity and frequency of such events.

~~Property~~ Per Risk Coverage

For ~~the 2017 hurricane season,~~losses arising from business underwritten by Heritage P&C and losses arising from commercial residential business underwritten by NBIC, excluding losses from named storms, the Company ~~also~~ purchased property per risk coverage for losses and loss adjustment expenses in excess of $1.0 million per claim. The limit recovered for an individual loss is $9.0 million and ~~the~~ total limit for all losses is $27.0 million. There are ~~two~~2 reinstatements available with additional premium due based on the amount of the layer exhausted. For losses arising from commercial residential business underwritten by NBIC, the Company purchased property per risk coverage for losses and loss adjustments expenses in excess of $750,000 per claim. The limit recovered for an individual loss is $250,000 and total limit for all losses is $750,000. There are 2 reinstatements available with additional premium due based on the amount of the layer exhausted.

In addition, the Company purchased facultative reinsurance for losses in excess of $10.0 million for any ~~commercial~~ properties it insured ~~for which~~where the total insured value exceeded $10.0 million. This coverage applies to losses arising from business underwritten by Heritage P&C and losses arising commercial residential business underwritten by NBIC, excluding losses from named storms.

~~Assumption Transactions~~General Excess of Loss

Our general excess of loss reinsurance protects business underwritten by NBIC and ~~Assumed Premiums Written~~Zephyr multi-peril policies from single risk losses. The coverage is in 2 layers in excess of our retention of the first $400,000 of loss. The first layer is $350,000 excess $400,000 for property and casualty and the second layer for property is $2.75 million excess $750,000. The second layer for casualty is $1.25 million excess $750,000. This coverage was in place from July 1, 2019 through June 30, 2020.

In addition, we purchased facultative reinsurance for losses underwritten by NBIC in excess of $3.5 million.

Effect of Reinsurance

The Company’s reinsurance arrangements had the following ~~table depicts written premiums, earned premiums and losses, showing~~effect on certain items in the ~~effects that the Company’s assumption transactions have on these components of the Company’s~~condensed consolidated ~~statements~~statement of income ~~(loss):~~for the three and six months ended June 30, 2020 and 2019:

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2020			2019			2020			2019
	(In thousands)						(In thousands)						(In thousands)						(In thousands)
Premium written:
Direct	$	154,355		$	147,691		$	455,900		$	463,778		$	290,432		$	254,840		$	519,534		$	465,188
Assumed		—			(459	)		(55	)		8,015
Ceded		1,199			(5,164	)		(229,535	)		(248,823	)		(327,962	)		(312,600	)		(358,599	)		(359,442	)
Net premium written	$	155,554		$	142,068		$	226,310		$	222,970
Change in unearned premiums:
Direct	$	(1,292	)	$	8,538		$	3,735		$	(32,143	)
Assumed		—			8,926			445			40,626
Ceded		(59,054	)		(57,977	)		47,346			85,362
Net increase	$	(60,346	)	$	(40,513	)	$	51,526		$	93,845
Net													$	(37,530	)	$	(57,760	)	$	160,935		$	105,746
Premiums earned:
Direct	$	153,063		$	156,229		$	459,635		$	431,635		$	241,792		$	229,958		$	476,508		$	458,548
Assumed		—			8,467			390			48,641
Ceded		(57,855	)		(63,141	)		(182,189	)		(163,461	)		(112,735	)		(115,875	)		(221,445	)		(234,774	)
Net premiums earned	$	95,208		$	101,555		$	277,836		$	316,815
Losses and LAE incurred:
Net													$	129,057		$	114,083		$	255,063		$	223,774
Loss and Loss Adjustment Expenses
Direct	$	416,842		$	59,381		$	513,233		$	141,181		$	139,311		$	162,390		$	246,676		$	274,566
Assumed		15,501			(3,753	)		18,508			30,208
Ceded		(368,308	)		(1,722	)		(375,013	)		(1,726	)		(60,442	)		(88,091	)		(99,626	)		(138,128	)
Net losses and LAE incurred	$	64,035		$	53,906		$	156,728		$	169,663
Net													$	78,869		$	74,299		$	147,050		$	136,438

~~The following table highlights the effects that the Company’s assumption transactions have on unpaid losses and loss adjustment expenses and unearned premiums:~~

September 30, 2017

December 31, 2016

(In thousands)

Unpaid losses and loss adjustment expenses:

Direct

$
460,616

$
119,339

Assumed

28,964

20,798

Gross unpaid losses and LAE

489,580

140,137

Ceded

(368,310
)

—

Net unpaid losses and LAE

$
121,270

$
140,137

Unearned premiums:

Direct

$
313,843

$
317,579

Assumed

—

445

Gross unearned premiums

313,843

318,024

Ceded

(153,955
)

(106,609
)
Net unearned premiums

$
159,888

$
211,415

NOTE ~~11.~~14. RESERVE FOR UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES

The Company determines the reserve for unpaid losses and loss adjustment expenses (“LAE”) on an individual-case basis for all incidents reported. The liability also includes amounts which are commonly referred to as incurred but not reported, or “IBNR”, claims as of the balance sheet date.

The table below summarizes the activity related to the Company’s reserve for unpaid ~~losses:~~losses and LAE:

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,						Six Months Ended June 30,
	2017		2016		2017		2016		2020			2019			2020			2019
	(In thousands)				(In thousands)				(In thousands)
Balance, beginning of period	$	122,785	$	117,485	$	140,137	$	83,722	$	607,177		$	404,484		$	613,533		$	432,359
Less: reinsurance recoverable on paid losses		2,499		—		589		—
Less: reinsurance recoverable on unpaid losses										387,637			214,471			393,630			250,507
Net balance, beginning of period		120,286		117,485		139,548		83,722		219,540			190,013			219,903			181,852
Incurred related to:
Current year		60,436		50,746		155,255		152,372		83,822			75,623			156,153			138,348
Prior years		3,599		3,160		1,473		17,291		(4,953	)		(1,324	)		(9,103	)		(1,910	)
Total incurred		64,035		53,906		156,728		169,663		78,869			74,299			147,050			136,438
Paid related to:
Current year		62,842		33,330		102,079		71,383		55,372			34,793			76,608			43,155
Prior years		16,198		12,366		88,917		56,307		26,689			22,130			73,997			67,746
Total paid		79,040		45,696		190,996		127,690		82,061			56,923			150,605			110,901
Unpaid claim liabilities from Sawgrass		15,991				15,991
Net balance, end of period		121,270		125,695		121,270		125,695		216,348			207,389			216,348			207,389
Plus: reinsurance recoverable on unpaid losses		368,310		—		368,310		—		404,370			223,023			404,370			223,023
Balance, end of period	$	489,580	$	125,695	$	489,580	$	125,695	$	620,718		$	430,412		$	620,718		$	430,412

As of ~~September~~June 30, ~~2017, we~~2020, the Company reported ~~$121.3~~$216.3 million in unpaid losses and loss adjustment expenses, net of ~~reinsurance. We reported~~reinsurance which included $160.2 million attributable to IBNR net of ~~$173.4 million~~reinsurance recoverable, or 74.1% of ~~which $75.6 million relates to non-Irma claims.~~

~~The Company’s~~net reserves for unpaid losses ~~incurred for the nine months ended September 30, 2017~~ and 2016 reflect a prior year deficiency of $1.5 million and a deficiency of $17.3 million, respectively, associated with management’s best estimate of the actuarial loss and LAE reserves with consideration given to Company specific historical loss experience. The $1.5 million of unfavorable development for the nine months ended September 30, 2017 resulted from $6.1 million of unfavorable development from catastrophe losses related to Hurricane Matthew, offset by $4.6 million favorable development non-catastrophe losses. Most of the unfavorable development during the nine months ended September 30, 2016 was from personal lines. Additionally, most of the unfavorable emergence came from the second, third and fourth quarters of 2015, primarily related to claims involving litigation and claims that were represented by attorneys, public adjusters or others (sometimes referred to as Assignment of Benefits). Also, a majority of the unfavorable development in the nine months ended September 30, 2016 was isolated to the tri-county region of Florida (the counties of Miami-

~~Dade, Broward and Palm Beach). The favorable development recorded in the first nine months ended September 30, 2017 is generally related to lower expected~~ loss adjustment expenses.

~~Catastrophe Management~~

The Company writes insurance in the states of Florida, North Carolina, South Carolina, Hawaii, Alabama and Georgia, any of which could be exposed to hurricanes or other natural catastrophes. Although the occurrence of a major catastrophe could have a significant effect on our monthly or quarterly results, such an event is unlikely to be so material as to disrupt our overall normal operations. However, the Company is unable to predict the frequency or severity of any such events that may occur in the near term or thereafter. The Company believes that the reserve for unpaid losses reasonably represents the amount necessary to pay all claims and related expenses which may arise from incidents that have occurred as of the September 30, 2017.

The Company actively monitors its catastrophe risk within the United States. Current year catastrophe losses by the event and magnitude are shown in the following table for the nine months ended September 30, 2017 and 2016, respectively.

2017

2016

Number of Events

Incurred Loss and LAE ⁽¹⁾

Combined Ratio Impact

Number of Events

Incurred Loss and LAE ⁽¹⁾

Combined Ratio Impact

(In thousands)

(In thousands)

Nine Months Ended September 30,

Current period catastrophe losses incurred

$10 million to $50 million ⁽²⁾

1

$
20,000

—

—

$
—

—

$1 million to $10 million ⁽³⁾

—

—

—

1

4,094

—

Total

1

$
20,000

—

1

$
4,094

—

~~(1)~~

Incurred loss and LAE is equal to losses and LAE paid plus the change in case and incurred but not reported reserve, net of losses ceded to reinsurers. During the third quarter of 2017, we incurred losses and LAE from one named storm, Hurricane Irma.

~~(2)~~

~~Reflects 2017 losses from hurricane Irma in September 2017, net of reinsurance recoverables.~~

~~(3)~~

~~Reflects 2016 losses from Hurricane Hermine.~~

NOTE ~~12.~~15. LONG-TERM DEBT

~~Long-term debt as September 30, 2017, consisted of the following:~~

Principal

Unamortized Debt Issuance Costs

(In thousands)

Senior Secured Notes, due December 15, 2023 (interest computed at 8.75% plus 3 month Libor average, at September 30, 2017)
$
79,500

$
5,985

Convertible Senior Notes, due August 1, 2037 (interest computed at 5.875% per annum, at September 30, 2017)
$
136,750

$
5,105

~~Senior Secured Notes~~

On December 15, 2016, we issued $79.5 million aggregate amounts of Senior Secured Notes (“Secured Notes”) to six accredited investors. The Secured Notes bear interest of 8.75% per annum plus the three month average of LIBOR. Principal and interest is paid quarterly. Interest payments commenced on March 15, 2017 and the quarterly principal payments commence on December 31, 2018. At September 30, 2017, we owed $73.3 million on the Secured Notes, net of issuance costs which totaled approximately $6.2 million. For the nine-month period ended September 30, 2017, the Company made interest payments of approximately $3.9 million.

The Secured Notes contain customary restrictive covenants relating to merger, modification of the indenture, subordination, issuance of debt securities and sale of assets, the most significant of which include limitations with respect to certain designated subsidiaries on the incurrence of additional indebtedness or guarantees secured by any security interest on any shares of their capital stock. The Secured Notes covenants also limit the Company’s ability to sell or otherwise dispose of any shares of capital stock of such designated subsidiaries. The Secured Notes do not have the benefit of any sinking funds. They also contain customary limitations and lien provisions as well as customary events of default provisions, which if breached, could result in the accelerated maturity of the

~~Secured Notes. The Company was in compliance with the Senior Notes covenants for the three and nine months ended September 30, 2017.~~

Subject to the replacement capital covenant, the Secured Notes may be redeemed, in whole or in part, at any time on or after December 15, 2018, based on the quarterly payment date, at the following redemption prices (as a percentage of outstanding principal amount of the notes to be redeemed) plus accrued and unpaid interest and principal: 2018 – 103%; 2019 – 102%; 2020 – 101%; and thereafter at 100%. If there is a change in control, a holder has the right to require the Company to purchase such holder’s Secured Notes at a price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any.

~~At September 30, 2017,~~ ~~the effective interest rate, taking into account the stated interest expense and amortization of debt issuance costs, approximates 10%.~~

Convertible Senior Notes

OnIn August ~~16,~~2017 and September 2017, the Company issued ~~$125.0~~in aggregate $136.8 million ~~aggregate principal amount~~ of 5.875% Convertible Senior Notes ~~due~~(“Convertible Notes”) maturing on August 1, 2037, (the “Convertible Notes”) under an Indenture (the “Indenture”) by and among the Company, as issuer, Heritage MGA, LLC, as guarantor, and Wilmington Trust, National Association, as trustee (the “Trustee”). The Convertible Notes were issued in a private placement transaction pursuant to Rule 144A under the Securities Act, as amended. On September 7, 2017, the Company issued an additional $11.75 million aggregate principal amount of Convertible Notes pursuant to the initial purchaser’s option.

~~The Convertible Notes bear interest at a rate of 5.875% per year.~~unless earlier repurchased, redeemed or converted. Interest ~~accrues from August 16, 2017 and will be~~is payable semi-annually in arrears, on February 1, and August 1 of each year, ~~beginning on February 1,~~commencing in 2018. ~~The Convertible Notes are senior unsecured obligations~~

As of June 30, 2020, the Company ~~that will rank senior in right~~had $21.7 million of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to the Company’s unsecured indebtedness that is not so subordinated; effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness or other liabilities incurred by the Company’s subsidiaries other than the Guarantor, which will fully and unconditionally guarantee the Convertible Notes outstanding, net of issuance and debt discount costs in aggregate of approximately, $1.7 million. For the six months ended June 30, 2020 and 2019, the Company made in aggregate interest payments of approximately $1.4 million and $1.5 million respectively on ~~a senior unsecured basis.~~the Convertible Notes.

~~The~~Debt Extinguishment

On February 19, 2019, the Company reacquired $5.8 million of its outstanding Convertible Notes ~~will mature on August 1, 2037 (the “Maturity Date”), unless earlier repurchased, redeemed or converted.~~

~~Holders may convert their Convertible Notes at any time prior to~~for approximately $2.9 million, which was paid in cash and the ~~close~~issuance of business on the business day immediately preceding February 1, 2037, other than during the period from, and including, February 1, 2022 to the close of business on the second business day immediately preceding August 5, 2022, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2017, if the closing sale price285,201 shares of the Company’s common stock ~~for~~valued at ~~least 20 trading days (whether or not consecutive)~~$4.2 million. The repurchase resulted in a $48,000 non-operating loss.

Senior Secured Credit Facility

In December 2018, the ~~period~~Company entered into a five-year, $125.0 million credit agreement (as amended to date, the “Credit Agreement”) with a syndicate of ~~30 consecutive trading days ending on~~lenders consisting of a $75.0 million senior secured term loan facility (the “Term Loan Facility”) and a $50.0 million senior secured revolving credit facility (the “Revolving Credit Facility” and together with the ~~last trading day~~Term Loan Facility, the “Credit Facilities”).

Term Loan Facility: The principal amount of the ~~calendar quarter immediately preceding the calendar quarter~~Term Loan Facility amortizes in which the conversion occurs, is more than 130% of the conversion price of the Convertible Notes in effect on each applicable trading day; (2) during the ten consecutive business-day period following any five consecutive trading-day period in which the trading price for the Convertible Notes for each such trading day was less than 98% of the closing sale price of the Company’s common stock on such date multiplied by the then-current conversion rate; (3) if the Company calls any or all of the Convertible Notes for redemption, at any time prior toquarterly installments, beginning with the close of ~~business on~~ the ~~second business day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events.~~

During the period from, and including, February 1, 2022 to the close of business on the second business day immediately preceding August 5, 2022, and on or after February 1, 2037 until the close of business on the second business day immediately preceding the Maturity Date, holders may surrender their Convertible Notes for conversion at any time, regardless of the foregoing circumstances.

Unless and until the Company obtains shareholder approval under Rule 312.03 of The New York Stock Exchange Listed Company Manual for the issuance of the Company’s common stock in excess of the limitations set forth therein, the Company will pay to any converting holder in respect of each $1,000 principal amount of Convertible Notes being converted solely cashfiscal quarter ending March 31, 2019, in an amount equal to $1.9 million per quarter, with the ~~sum~~remaining balance payable at maturity. As of December 31, 2019, there was $69.4 million in aggregate principal outstanding on the Term Loan Facility. The December 31, 2019 quarterly principal payment in the amount of $1.9 million was processed by the lender on January 2, 2020. As of June 30, 2020, the balance of the ~~daily conversion values (as defined~~term loan was $65.6 million. For the six months ended June 30, 2020 and 2019, the Company made interest payments of approximately $1.6 million and $1.8 million on the term loan, respectively. The June 30, 2020 quarterly principal payment in the ~~Indenture)~~amount of $1.9 million was processed by the lender on July 1, 2020.

Revolving Credit Facility: The Revolving Credit Facility allows for borrowings of up to $50.0 million inclusive of a $5.0 million sublimit for the issuance of letters of credit and a $10.0 million sublimit for swingline loans. As of June 30, 2020, and December 31, 2019, the Company had $10.0 million of borrowings and 0 letters of credit outstanding under the Revolving Credit Facility. For the six months ended June 30, 2020 and 2019, the Company made interest payments of $331,928 and $350,729 under the revolving credit facility, respectively.

On April 27, 2020, the Company amended its Credit Agreement by entering into the Second Amendment to Credit Agreement (the “Second Amendment”) with the lenders from time to time party to the Credit Agreement, and Regions Bank, as administrative agent and collateral agent. The Second Amendment modified the negative covenants in the Credit Agreement to permit the Company to make acquisitions and investments if, after giving effect to the acquisition or investment, either (1) the Company has an aggregate of $25.0 million in cash and availability under the revolving credit facility or (2) the consolidated leverage ratio under the Credit Agreement is at least a quarter turn less than the required ratio for the trailing four quarters. The amendment gives the Company more flexibility to make acquisitions and investments in the future. All other material terms of the Credit Agreement remain unchanged.

On June 1, 2020, the Company amended the Credit Agreement by entering into the Third Amendment to Credit Agreement (the “Third Amendment”) with the lenders from time to time party to the Credit Agreement, and Regions Bank, as administrative agent and collateral agent. The Third Amendment modified the Credit Agreement to increase the letter of credit sublimit from $5 million to $40 million and to make related modifications to certain of the negative covenants in the Credit Agreement.

At June 30, 2020, the Company’s effective interest rate for the Term Loan Facility was 4.10% and 4.36% for the Revolving Credit Facility, respectively. The Company monitors the rates prior to the reset date which allows it to establish if the payment is monthly or quarterly based on the most beneficial rate used to calculate the interest payment.

Mortgage Loan

In October 2017, the Company and its subsidiary, Skye Lane Properties LLC, jointly obtained a commercial real estate mortgage loan in the amount of $12.7 million, bearing interest of 4.95% per annum and maturing on October 30, 2027. On October 30, 2022, the interest rate shall adjust to an interest rate equal to the annualized interest rate of the United States 5-year Treasury Notes as reported by Federal Reserve on a weekly average basis plus 3.10%. The Company makes monthly principal and interest payments towards the loan. For each of the ~~40 consecutive trading days during~~respective six month periods ended June 30, 2020 and 2019, the ~~related conversion period (as defined~~Company made principal and interest payments of approximately $446,000 on the mortgage loan.

FHLB Loan Agreements

In December 2018, a subsidiary of the Company received a 3.094% fixed interest rate cash loan of $19.2 million from the Federal Home Loan Bank (“FHLB”) Atlanta. In connection with the loan agreement, the subsidiary became a member of FHLB. Membership in the ~~Indenture). Following~~FHLB required an investment in FHLB’s common stock which was purchased in December 2018 and valued at $1.4 million. Additionally, the ~~Company’s receipt~~transaction required the acquired FHLB common stock and certain other investments to be pledged as collateral. For the six months ended June 30, 2020, the fair value of ~~shareholder approval,~~the collateralized securities was $19.4 million and the equity investment in FHLB common stock was $1.4 million. For the six months ended June 30, 2020 and 2019, the Company ~~will settle conversions~~made quarterly interest payments as per the terms of ~~Convertible Notes through payment or delivery, as~~ the ~~case may be,~~loan agreement of ~~cash, shares~~$301,975 and $300,325, respectively. As of ~~its~~June 30, 2020, and December 31, 2019, the Company also holds common stock ~~or a combination of cash~~from FHLB Des Moines, and ~~shares of its common stock,~~FHLB Boston valued at its election, based on such daily conversion values (other than for settlement only in shares). The conversion rate for the Convertible Notes is initially 67.0264 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $14.92 per share of common stock). The conversion rate is subject to adjustment in certain circumstances,$146,300 and is subject to increase for holders that elect to convert their Convertible Notes in connection with certain corporate transactions (but not, at the Company’s election, a public acquirer change of control (as defined in the Indenture)) that occur prior to August 5, 2022.

Upon the occurrence of a fundamental change (as defined in the Indenture) (but not, at the Company’s election, a public acquirer change of control (as defined in the Indenture)), holders of the Convertible Notes may require the Company to repurchase for cash all or a portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.$76,600, respectively.

Except as described below, the Company may not redeem the Convertible Notes prior to August 5, 2022. If the NBIC Acquisition is not consummated for any reason by June 8, 2018, or if the acquisition agreement relating to the NBIC Acquisition is terminated for any reason (other than by consummation of the NBIC Acquisition), the Company may redeem all, but not less than all, of the outstanding Convertible Notes for cash on a redemption date to occur on or prior to August 31, 2018 for a redemption price for each $1,000 principal amount of Convertible Notes equal to the sum of (i) $1,010, (ii) accrued and unpaid interest on such Convertible Notes to, but excluding, the redemption date and (iii) 75% of the excess, if any, of the redemption conversion value (as defined in the Indenture) over the initial conversion value (as defined in the Indenture). On or after August 5, 2022 but prior to February 1, 2037, the Company may redeem for cash all or any portion of the Convertible Notes, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Convertible Notes, which means that the Company is not required to redeem or retire the Convertible Notes periodically. Holders of the Convertible Notes will be able to cause the Company to repurchase their Convertible Notes for cash on any of August 1, 2022, August 1, 2027 and August 1, 2032, in each case at 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the relevant repurchase date.

The Indenture contains customary terms and covenants and events of default. If an Event of Default (as defined in the Indenture) occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in aggregate principal amount of the Convertible Notes then outstanding by notice to the Company and the Trustee, may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Convertible Notes to be immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization (as set forth in the Indenture) with respect to the Company, 100% of the principal of, and accrued and unpaid interest, if any, on, the Convertible Notes will automatically become immediately due and payable.

The following table summarizes the Company’s ~~long-term debt.~~debt and credit facilities as of June 30, 2020 and December 31, 2019:

	September 30, 2017		December 31, 2016		June 30, 2020		December 31, 2019
	(In thousands)				(in thousands)
5.85% Convertible Senior Notes, due August 2037	$	136,750	$	—
Senior Secured Note, due December 15, 2023		79,500		79,500
Convertible debt					$	23,413	$	23,413
Mortgage loan						11,974		12,117
Term loan facility						65,625		69,375
Revolving credit facility						10,000		10,000
FHLB loan agreement						19,200		19,200
Total principal amount		216,250		79,500	$	130,212	$	134,105
Less: unamortized discount and issuance costs		27,616		6,595	$	4,156	$	4,857
Total long-term debt	$	188,634	$	72,905	$	126,056	$	129,248

~~The trading price~~As of the ~~underlying Secured Note as~~date of September 30, 2017 was approximately 1.07 of par value. Debt issuance costs are capitalized and presented as a deduction from the carrying value of the debt. The debt discount and issuance costs are amortized to interest expense over the expected life of the underlying debt of 5 years. As there are offsetting puts and calls on the debt securitythis report, we were in ~~August 2022 at par, it will be economically beneficial for one party, either the company or the noteholders to exercise their option~~.

The Company records the fair value of these derivatives on its balance sheet at fair value with changes in the values of these derivatives reflected in the consolidated statement of operations. The embedded derivatives are valued using the Convertible Lattice model at issuance and at the end of each quarter and marked to fair value with corresponding adjustment as “gain or loss” on change in fair values included in Other Non-Operating expense in the condensed consolidated statements of operations. For the three and nine month periods ended September 30, 2017, the Company recognized a loss on change in the fair value totaling $6.9 million.

~~The valuation of the embedded derivatives within the convertible note was completed~~compliance with the ~~following assumptions.~~applicable terms of all our covenants and other requirements under the Credit Agreement, Convertible Notes indenture, cash borrowings and other loans. Our ability to secure future debt financing depends, in part, on our ability to remain in such compliance. Provided there is no default or an event of default, we are permitted to payout dividends in an aggregate amount not to exceed $10.0 million in any fiscal year.

Assumptions

August 10, 2017

September 30, 2017

Dividend yield

2.13
%

1.82
%
Yield

10.2
%

8.5
%
Risk-free rate

2.55
%

2.63
%
Volatility

25.8
%

20.5
%
Remaining Term (years)

4.98

4.84

Stock price

$
11.26

$
13.21

The ~~following table summarizes the derivative liability activity for the period ending September~~schedule of principal payments on long-term debt as of June 30, ~~2017. See~~ ~~Note 13~~ ~~Derivative liability, accounts payable and other liabilities.~~2020 is as follows:

Description

Derivative Liabilities

(In thousands)

Fair value at issuance

$
16,838

Change due to issuances

—

Change in fair value

6,883

Fair value at September 30, 2017

$
23,721

Year	Amount
	(In thousands)
2020 remaining	$	5,772
2021		7,806
2022		7,822
2023		74,539
2024		354
Thereafter		33,919
Total	$	130,212

~~The following table summarizes the Company’s interest expense in relation to the long-term debt for the periods stated:~~

Three Months Ended September 30

Nine Months Ended September 30

2017

2016

2017

2016

Interest Expense:

(In thousands)

Contractual interest

$
3,076

$
—

$
7,010

$
—

Non-cash expense⁽¹⁾

675

—

1,153

—

Total interest expense

$
3,751

$
—

$
8,163

$
—

~~(1)~~

~~Represents amortization of debt issuance costs and debt discount.~~

NOTE ~~13. DERIVATIVE LIABILTY,~~16. ACCOUNTS PAYABLE AND OTHER LIABILITIES

~~Other~~Accounts payable and other liabilities consist of the following as of ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016:~~2019:

Description	September 30, 2017		December 31, 2016		June 30, 2020		December 31, 2019
	(In thousands)				(In thousands)
Deferred ceding commission					$	34,562	$	37,464
Accounts payable and other payables	$	20,982	$	6,804		7,767		7,225
Lease obligations						8,371		8,369
Accrued interest and issuance costs		1,363		5,704		829		1,052
Accrued dividends		1,784		1,784		1,693		1,750
Escrow		1,210		1,210
Conversion option liability		23,721		—
Other liabilities						183		387
Commission payables		4,487		6,179		14,708		14,798
Total other liabilities	$	53,547	$	21,681	$	68,113	$	71,045

NOTE ~~14.~~17. STATUTORY ACCOUNTING AND REGULATIONS

State laws and regulations, as well as national regulatory agency requirements, govern the operations of all insurers such as our insurance subsidiaries. The various laws and regulations require that insurers maintain minimum amounts of statutory surplus and risk-based capital, restrict insurers’ ability to pay dividends, restrict the allowable investment types and investment mixes, and subject the Company’s insurers to assessments.

The Company’s insurance subsidiaries ~~are required to file with state insurance regulatory authorities an “Annual Statement” which reports, among other items, net income~~Heritage P&C, NBIC, Zephyr, and surplus as regards policyholders, which is called stockholders’ equity under GAAP. On a combined basis, the Company’s insurance subsidiaries reported statutory net loss of $12.1 million and a net income of $24 thousand for the nine months ended September 30, 2017 and 2016, respectively. The Company’s insurance subsidiariesPIC must maintain capital and surplus ratios or balances as determined by the regulatory authority of the states in which they are domiciled. Heritage P&C is required to maintain capital and surplus equal to the greater of $15 million or 10% of ~~its~~their respective liabilities. Zephyr is required to maintain a deposit of ~~$750 thousand~~$750,000 in a federally insured financial institution. NBIC is required to maintain capital and surplus of $3.0 million. The ~~insurance subsidiaries~~ combined statutory surplus for Heritage P&C, Zephyr, NBIC and PIC was ~~$257.6 million and $276.1~~$338.7 million at ~~September~~June 30, ~~2017~~2020 and $351.8 million at December 31, ~~2016, respectively.~~2019. State law also requires the Company’s insurance subsidiaries to adhere to prescribed premium-to-capital surplus ratios, and risk-based capital requirements with which the Company is in compliance. At ~~September~~June 30, ~~2017,~~2020, our insurance subsidiaries met the financial and regulatory requirements of each of the states in which they doconduct business.

NOTE ~~15.~~18. COMMITMENTS AND CONTINGENCIES

The Company is involved in claims-related legal actions arising in the ordinary course of business. The Company accrues amounts resulting from claims-related legal actions in unpaid losses and loss adjustment expenses during the period that it determines an unfavorable outcome becomes probable and it can estimate the amounts. Management makes revisions to its estimates based on its analysis of subsequent information that the Company receives regarding various factors, including: (i) per claim information; (ii) company and industry historical loss experience; (iii) judicial decisions and legal developments in the awarding of damages; and (iv) trends in general economic conditions, including the effects of inflation. ~~When determinable, the Company discloses the range of possible losses in excess of those accrued and for reasonably possible losses.~~

~~At September 30, 2017, the Company was not involved in any material non-claims-related legal actions. See~~ ~~Note 12~~ ~~for information regarding commitments related to the Senior Secured Notes and Convertible Notes.~~

NOTE ~~16.~~19. RELATED PARTY TRANSACTIONS

The Company has been party to various related party transactions involving certain of its officers, directors and significant stockholders as set forth below. The Company has entered into each of these arrangements without obligation to continue its effect in the future and the associated expense was immaterial to its results of operations or financial position as of ~~September~~June 30, ~~2017~~2020 and ~~2016.~~2019.

The Company has entered into an agreement with a real estate management company controlled by one of its directors to manage its Clearwater office space. Management services are provided at a fixed fee, plus ordinary and necessary out of pocket expenses. Fees for additional services, such as the oversight of construction activity, are provided for on an as-needed basis. For the nine month periods ended September 30, 2017 and 2016, the Company paid the management service company approximately $75 thousand and $86 thousand, respectively.

In January 2017, the Company entered into a consulting agreement with Mrs. Shannon Lucas, the wife of the Chairman and CEO, in which she agreed to provide consulting services related to the Company’s catastrophe reinsurance and risk management program at a rate of $400 per hour. The consulting agreement has no specific term and either party may terminate the agreement upon providing written notice. Additionally, she serves as a director of Heritage P&C with an annual compensation of $150 thousand. For the nine-month period ended September 30, 2017, the Company paid consulting fees to Ms. Lucas of approximately $371 thousand.

•

In January 2017, the Company entered into a consulting agreement with Mrs. Shannon Lucas, the wife of the Chairman and CEO, in which she agreed to provide consulting services related to the Company’s catastrophe reinsurance and risk management program at a rate of $400 per hour. In 2019, Ms. Lucas received total cash compensation of approximately $344,400. The consulting agreement has no specific term and either party may terminate the agreement upon providing written notice. Additionally, she serves as a director of our subsidiaries Heritage Property & Casualty Insurance Company (“HPCI”) and NBIC. Ms. Lucas’ annual compensation for her role as a director is $150,000. For the three and six months ended June 30, 2020 and 2019, the Company paid consulting fees to Ms. Lucas of approximately $93,000 and $71,000, respectively and $117,000 and $173,000, respectively.

•

In July 2019, the Board of Directors appointed Mark Berset to the Board of Directors of the Company. Berset is also the Chief Executive Officer of Comegys Insurance Agency, Inc. (“Comegys”), an independent insurance agency that writes policies for our insurance company affiliates. The Company pays commission to Comegys based upon standard industry rates consistent with those provided to the Company’s other insurance agencies. There are no arrangements or understandings between Mr. Berset and any other persons with respect to his appointment as a director. For the three and six months ended June 30, 2020 and 2019, the Company paid agency commission to Comegys of approximately $375,000 and $325,000 and $546,000 and $336,000, respectively.

NOTE ~~17.~~20. EMPLOYEE BENEFIT ~~PLAN~~PLANS

The Company provides a 401(k) plan for substantially all ~~of its~~ employees. The Company ~~contributes~~provides a matching contribution of 100% on the first 3% of employees’ ~~salary, up to~~contribution and 50% on the ~~maximum allowable contribution, regardless~~next 2% of the employees’ ~~level of participation in~~contribution to the plan. The maximum match is 4%. For the ~~nine-month periods~~three and six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, the ~~Company’s~~ contributions made to the plan on behalf of the participating employees were ~~$478 thousand~~approximately $293,182 and ~~$408 thousand,~~$632,500 and $292,500 and $548,200, respectively.

The Company provides ~~for~~ its employees with a partially self-insured healthcare plan and benefits. For the ~~nine~~three months ended ~~September~~June 30, ~~2017~~2020 and ~~2016, the Company~~2019, incurred medical premium costs ~~in the~~amounted to an aggregate of ~~$2.2~~$1.1 million and $958,700, respectively. For the six months ended June 30, 2020 and 2019, incurred medical premium costs amounted to an aggregate of $2.0 million and $1.8 million, respectively. An additional liability of approximately $1.4 million ~~respectively. The Company also~~is recorded ~~approximately $298 thousand as~~for unpaid claims as of ~~September~~June 30, ~~2017.~~2020. A stop loss reinsurance policy caps the maximum loss that could be incurred by the Company under the self-insured plan. The Company’s stop loss coverage per employee is ~~$60 thousand,~~$150,000 for which any excess cost would be covered by the reinsurer subject to an aggregate limit for losses in excess of $1.5 million which would provide up to $1.0 million of coverage. Any excess of the ~~$1.5 million retention and the $1 million of aggregate~~ coverage limits would be borne by the Company. The aggregate stop loss commences once our expenses exceed 125% of the annual aggregate expected claims.

NOTE ~~18.~~21. EQUITY

The total amount of authorized capital stock consists of 50,000,000 shares of common stock and 5,000,000 shares of preferred stock. As of ~~September~~June 30, ~~2017,~~2020, the Company had ~~23,500,174~~27,738,062 shares of common stock outstanding, ~~7,099,597~~9,279,839 treasury shares of common stock and ~~900,000~~330,534 unvested shares of restricted common stock issued reflecting total paid-in capital of ~~$209.3~~$332.0 million as of such date.

As more fully disclosed in our audited consolidated financial statements for the year ended December 31, ~~2016,~~2019, there were, ~~28,840,443~~28,650,918 shares of common stock outstanding, ~~1,149,923~~8,349,483 treasury shares of common stock ~~options outstanding,~~ and ~~900,000~~345,534 unvested shares of restricted common stock, ~~grants,~~ representing ~~$205.7~~$329.6 million of additional paid-in ~~capital at December 31, 2016.~~capital.

Common Stock

Holders of common stock are entitled to one vote for each share held on all matters subject to a vote of stockholders, subject to the rights of holders of any outstanding preferred stock. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election, subject to the rights of holders of any outstanding preferred stock. Holders of common stock will be entitled to receive ratably any dividends that the board of directors may declare out of funds legally available therefor, subject to any preferential dividend rights of outstanding preferred stock. Upon the Company’s liquidation, dissolution or winding up, the holders of common stock will be entitled to receive ratably its net assets available after the payment of all debts and other liabilities and subject to the prior rights of holders of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. There isare no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of the Company’s capital stock are fully paid and ~~nonassessable.~~non-assessable.

Stock Repurchase Program

On ~~May 4, 2016,~~August 1, 2018, the Company announced that ~~the Company’s~~its Board of Directors authorized a stock repurchase program authorizing the Company to repurchase up to ~~$70~~$50.0 million of ~~the Company’s~~its common ~~stock. The~~ stock ~~repurchase program expires on~~through December 31, ~~2017.~~

~~During~~2020. For the ~~quarter ended March 31, 2017, the Company repurchased an aggregate of 361,211 shares at a cost of $4.5 million through open market or private transactions. During the quarter~~three months ended June 30, ~~2017,~~2020, the Company repurchased an aggregate of 322,811 shares of the Company’s stock in open market transactions for $4.1 million. During the quarter ended September 30, 2017, the Company repurchased an aggregate of 1,103,848 shares of the Company’s common stock in open market transactions for $13.0 million. As of September 30, 2017, the Company had $22.8 million remaining to purchase shares under its authorized $70 million shares repurchase plan. ~~See Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds” of this report for additional information.~~

~~In connection with the issuance of the Convertible Notes as described in~~ ~~Note 12~~ — ~~Long-Term Debt~~, the Board authorized the repurchase of up to $40.0 million of the Company’s common stock with the net proceeds of the Convertible Notes. During the quarter ended September 30, 2017, the Company repurchased 3,552,397purchased 163,456 shares of its common stock ~~at a price~~for $2.0 million. For the six months ended June 30, 2020, the Company purchased 930,356 shares of ~~$11.26 per share from institutional investors. This $40~~its common stock for $10.0 million.

At June 30, 2020, the Company has the capacity to repurchase $23.8 million ~~repurchase~~of its common shares until December 2020. In addition, the Company acquired 17,500 shares for approximately $233,000 for the six months ended June 30, 2020, respectively, that were not part of the ~~Company’s common~~publicly announced share repurchase authorization. These shares consisted of shares retained to cover payroll withholding taxes in connection with the vesting of restricted stock ~~was approved by the Board of Directors and is in addition to the Company’s existing $70 million repurchase program, which expires in December 2017.~~awards.

Dividends

On ~~November 8, 2016, the Company announced that its Board of Directors declared a $0.06 per share quarterly dividend payable on January 4, 2017 to stockholders of record as of December 15, 2016.~~ ~~On March 2, 2017,~~February 27, 2020, the Company’s Board of Directors declared a $0.06 per share quarterly dividend payable on April ~~4, 2017,~~3, 2020, to stockholders of record as of March ~~15, 2017.~~ 16, 2020. On May ~~2, 2017,~~4, 2020, the ~~Company’s~~ Board of Directors declared a $0.06 per share quarterly dividend payable on July ~~5, 2017,~~6, 2020 to stockholders of record as of June 15, ~~2017.~~ On August 3, 2017, the Company announced that its Board of Directors declared a third quarter dividend of $0.06 per common share. The dividend is payable on October 2, 2017 to stockholders of record on September 15, 2017. 2020.

The declaration and payment of any future dividends will be subject to the discretion of the Board of Directors and will depend on a variety of factors including the Company’s financial condition and results of operations.

NOTE 22. STOCK-BASED COMPENSATION

Common and Restricted Stock

The Company has adopted the Heritage Insurance Holdings, Inc., Omnibus Incentive Plan (the “Plan”) effective on May 22, 2014. The Plan authorized 2,981,737 shares of common stock for issuance under the Plan for future grants.

At June 30, 2020 there were 1,558,518 shares available for grant under the Plan. The Company recognizes compensation expense under ASC 718 for its stock-based payments based on the fair value of the awards.

In April 2020, the Company entered into a Restricted Stock Award Agreement granting 10,000 shares of restricted stock (“stock award”) to an employee of the Company. The stock award vests in 2 equal installments of 5,000 shares on April 6, 2021 and 2022 subject to continued employment. The fair market value on the date of grant of the shares was $10.60 and the associated compensation expense will be amortized ratably over the term of the vesting period commencing on date of the grant.

The Plan authorizes the Company to grant stock options at exercise prices equal to the fair market value of the Company’s stock on the dates the options are granted. Any options granted would typically have a maximum term of ten years from the date of grant and vest primarily in equal annual installments over a range of one to five-year periods following the date of grant for employee options. If a participant’s employment relationship ends, the participant’s vested awards would remain exercisable for the shorter of a period of 30 days or the period ending on the latest date on which such award could have been exercisable. The fair value of each option grant is separately estimated for each grant date. The fair value of each option is amortized into compensation expense on a straight-line basis between the grant date for the award and each vesting date.

The Company has also granted shares of its common stock subject to certain restrictions under the Plan. Restricted stock awards granted to employee’s vest in equal installments generally over a five-year period from the grant date subject to the recipient’s continued employment. The fair value of restricted stock awards is estimated by the market price at the date of grant and amortized on a straight-line basis to expense over the period of vesting. Recipients of restricted stock awards have the right to receive dividends.

Restricted stock activity for the six months ended June 30, 2020 is as follows:

				Weighted-Average
				Grant-Date Fair
	Number of shares			Value per Share
Non-vested, at December 31, 2019		345,534		$	19.56
Granted		10,000			10.35
Vested		(7,500	)		13.25
Canceled and surrendered		(17,500	)		13.25
Non-vested, at June 30, 2020		330,534		$	19.76

Awards are being amortized to expense over the two to five-year vesting period. For the three months ended June 30, 2020 and 2019, Company recognized $1.4 million and $1.3 million of compensation expense, respectively. For the six months ended June 30, 2020 and 2019, the Company recognized compensation expense of $2.7 million and $2.7 million, respectively. There was approximately $2.9 million of unrecognized compensation expense related to the unvested restricted stock at June 30, 2020. The Company expects to recognize substantially all of remaining compensation expense over the next year. For the six months ended June 30, 2020, 25,000 shares of restricted stock were vested and released, all of which had been granted to employees. Of the shares released to employees, 17,500 shares were withheld by the Company to cover withholding taxes of $233,000. For the comparable period of 2019, 25,000 shares were vested and released.

NOTE ~~19. STOCK-BASED COMPENSATION~~23. SUBSEQUENT EVENTS

The Company ~~has adopted~~performed an evaluation of subsequent events through the date the condensed consolidated financial statements were issued and determined there were no recognized or unrecognized subsequent events that would require an adjustment or additional disclosure in the condensed consolidated financial statements as of June 30, 2020.

On July 1, 2020, Regions issued an irrevocable standby Letter of Credit in the amount of $36.0 million under the Credit Agreement in favor of our affiliated insurance companies, Heritage P&C, NBIC and Zephyr, which letter of credit bears interest at 3.625% per annum. The letter of credit was established to provide collateral for reinsurance agreements entered into between Osprey Re and our affiliated insurance companies. Draws on the Letter of Credit are limited to covered reinsurance losses pursuant to the aforementioned reinsurance agreements.

On August 3, 2020, the Company announced that its Board of Directors declared a $0.06 per share quarterly dividend payable on October 2, 2020 to stockholders of record as of September 15, 2020.

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

You should read the following discussion in conjunction with our condensed consolidated financial statements and related notes and information included and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2019 (“2019 Form 10-K”). Unless the context requires otherwise, as used in this Form 10-Q, the terms “we”, “us”, “our”, “the Company”, “our Company”, and similar references refer to Heritage Insurance Holdings, Inc., ~~Omnibus Incentive Plan~~a Delaware corporation, and its subsidiaries.

FINANCIAL HIGHLIGHTS

Overview

Heritage Insurance Holdings, Inc., is a super-regional property and casualty insurance holding company that primarily provides personal and commercial residential insurance through its insurance company subsidiaries. We are vertically integrated and control or manage substantially all aspects of insurance underwriting, customer service, actuarial analysis, distribution and claims processing and adjusting.

On an admitted basis, we provide personal residential insurance in twelve eastern states and commercial residential insurance in three of those states. We also write personal residential insurance on an admitted basis in Hawaii and in California on an excess and surplus lines basis.

Our operating subsidiaries include, but are not limited to: Heritage Property & Casualty Insurance Company (“Heritage P&C”), which provides personal and commercial residential property insurance and commercial general liability insurance; Narragansett Bay Insurance Company (“NBIC”), which provides personal and commercial residential property insurance; Zephyr Insurance Company (“Zephyr”), which provides personal residential wind-only property and multi-peril property insurance in Hawaii; Osprey Re Ltd. (“Osprey”), our captive reinsurance subsidiary that may provide a portion of the reinsurance protection purchased by our insurance company subsidiaries; Heritage MGA, LLC, our managing general agent; NBIC Service Company, which provides services to NBIC; and Contractors’ Alliance Network, LLC (“CAN”), our vendor network manager for claims and provider of restoration, emergency and recovery services.

Impact of Coronavirus

We continue to monitor the short- and long-term impacts of COVID-19, a global pandemic that has caused a significant slowdown in the global economy beginning in March 2020. During the six months ended June 30, 2020, we saw limited impact to our business. As a residential property insurer, we view our business to be somewhat insulated, as property owners and renters generally view our products as a necessity. The majority of our gross and net premiums written are from renewals of expiring policies. New business, which accounts for a smaller portion of our revenue, may be impacted if consumers are not buying as many new homes in our geographies, but this could be partially or fully offset by increased retention in our renewal portfolio. In a prolonged recessionary and social-distancing environment, we could experience disruptions to our independent agency distribution channel, which may have a negative impact on our revenues and financial condition.

Although we have not experienced a significant amount of payment delays, or non-payment, there may be delays in premium payments in geographies that require us to grant policyholders additional time to pay their premiums and, under prolonged recessionary economic conditions, we could experience more significant delays in premium payments and possibly non-payment of premiums.

Global credit and financial markets have experienced extreme volatility and disruptions as a result of the COVID-19 pandemic, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. Notwithstanding these actual and potential impacts, we currently believe that our cash on hand, revolving credit facility and expected earnings give us sufficient liquidity to fund our operations. However, if we need additional liquidity at a time when equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly, and more dilutive.

Coronavirus Aid, Relief, and Economic Security Act

The CARES Act was enacted on March 27, 2020 in the United States. The CARES Act and related notices include several significant provisions, including delaying certain payroll tax payments, mandatory transition tax payments under the TCJ Act, and estimated income tax payments that we are deferring to future periods. We do not currently expect the CARES Act to have a material impact on our financial results, including on our annual estimated effective tax rate or on our liquidity. We will continue to monitor and assess the impact the CARES Act and similar legislation may have on our business and financial results.

Financial Results Highlights for the Second Quarter of 2020

•

Net income for the quarter was $4.1 million, or $0.15 per diluted share.

•

Book value per share increased to $16.67, up 11.2% from June 30, 2019 and 6.4% (12.9% annualized growth rate) from year-end 2019.

•

Gross premiums written of $290.4 million, up 14.0% year-over-year. Premiums-in-force of $994.6 million, representing a 15.3% annualized growth rate from first quarter 2020.

•

Favorable prior year reserve development of $5.0 million, representing the eighth consecutive quarter of favorable prior year reserve development.

•

Net current accident quarter weather losses of $26.8 million, including $17.6 million of net current accident quarter catastrophe losses. In the prior year quarter, net current accident quarter weather losses were $21.5 million, including catastrophe losses of $13.4 million.

•

Repurchased 163,456 shares for $2.0 million at an average price of $12.31 per share, 26.2% below second quarter 2020 book value per share. Total capital returned to shareholders of $3.7 million, including $0.06 per share regular quarterly dividend.

•

Began writing homeowners insurance in Mississippi.

Results of Operations

Comparison of the Three Months Ended June 30, 2020 and 2019

Revenue

	For the Three Months Ended June 30,
(Unaudited)	2020			2019			$ Change			% Change
REVENUE:	(in thousands)
Gross premiums written	$	290,432		$	254,840		$	35,592			14	%
Change in gross unearned premiums		(48,640	)		(24,882	)		(23,758	)		95	%
Gross premiums earned		241,792			229,958			11,834			5	%
Ceded premiums		(112,735	)		(115,875	)		3,140			(3	)%
Net premiums earned		129,057			114,083			14,974			13	%
Net investment income		3,296			3,830			(534	)		(14	)%
Net realized gains		(38	)		1,303			(1,341	)	NM
Other revenue		3,697			3,627			70			2	%
Total revenue	$	136,012		$	122,843		$	13,169			11	%

NM= Not Meaningful

Gross premiums written

Gross premiums written were $290.4 million in second quarter 2020, up 14.0% from $254.8 million in the prior year quarter. The increase reflects 69.0% commercial residential growth, 11.3% personal residential growth outside Florida and 6.1% personal residential growth in Florida.

Premiums-in-force were $994.6 million in second quarter 2020, representing a 15.3% annualized growth rate from first quarter 2020. The increase stems from the same items impacting gross premiums written.

Gross premiums earned

Gross premiums earned were $241.8 million in second quarter 2020, up 5.1% from $230.0 million in the prior year quarter. The increase reflects higher gross premiums written over the past twelve months.

Ceded premiums

Ceded premiums were $112.7 million in second quarter 2020, down 2.7% from $115.9 million in the prior year quarter. The decrease is primarily attributable to a reduction in the cost of our 2019-2020 catastrophe reinsurance program and a reduction in overall quota share reinsurance coverage, partly offset by the higher cost of our 2020-2021 catastrophe reinsurance program. The higher cost of the 2020-2021 catastrophe excess-of-loss reinsurance program was partially diluted by increased use of our captive reinsurer, Osprey Re. Our gross quota share reinsurance program was reduced from 18.75% to 8.0% effective June 1, 2018 and was eliminated effective June 1, 2019, while our net quota share reinsurance program increased from 52.0% to 56.0% effective December 31, 2019. Our excess-of-loss catastrophe reinsurance programs incept on June 1^st of each year and run for twelve months.

Net premiums earned

Net premiums earned were $129.1 million in second quarter 2020, up 13.1% from $114.1 million in the prior year quarter. The increase reflects higher gross premiums earned and lower ceded premiums earned, as described above.

Net investment income

Net investment income, inclusive of realized investment gains and unrealized gains on equity securities, was $3.3 million in second quarter 2020, down $1.8 million from $5.1 million in the prior year quarter. The decrease is primarily due to unrealized gains on equity securities in the prior year quarter.

Other revenue

Other revenue of $3.7 million in second quarter 2020 was relatively flat in comparison year over year.

Total revenue

Total revenue was $136.0 million in second quarter 2020, up 10.7% from $122.8 million in the prior year quarter. The increase primarily stems from higher net premiums earned, as described above.

	For the Three Months Ended June 30,
(Unaudited)	2020		2019		$ Change		% Change
OPERATING EXPENSES:	(in thousands)
Losses and loss adjustment expenses		78,869		74,299		4,570		6	%
Policy acquisition costs		30,237		27,087		3,150		12	%
General and administrative expenses		19,943		18,384		1,559		8	%
Total operating expenses		129,049		119,770		9,279		8	%

Losses and loss adjustment expenses

Losses and loss adjustment expenses (“LAE”) were $78.9 million in second quarter 2020, up 6.2% from $74.3 million in the prior year quarter. The increase primarily stems from higher retained weather losses in the current year quarter and lower income from vertically integrated operations, partly offset by higher favorable prior year reserve development. Weather losses in the second quarters of 2020 and 2019 were higher-than-normal.

Policy acquisition costs

Policy acquisition costs were $30.2 million in second quarter of 2020, up 11.6% from $27.1 million in the prior year quarter. The increase is primarily attributable to higher acquisition costs associated with gross premiums written growth and reduced ceding commission income. Ceding commissions decreased in the current year period due to a reduction to our overall quota share reinsurance program, as described above.

General and administrative expenses

General and administrative expenses were $19.9 million in second quarter 2020, up 8.5% from $18.4 million in the prior year quarter. The increase is primarily attributable to increased headcount associated with premium growth and lower ceding commission income associated with a reduction to our overall quota share reinsurance program, as described above.

	For the Three Months Ended June 30,
(Unaudited)	2020		2019		$ Change			% Change
	(in thousands, except per share and share amounts)
Operating income		6,963		3,073		3,890			127	%
Interest expense, net		1,721		1,984		(263	)		(13	)%
Other non-operating expense, net		—		—		—		NM
Income before income taxes		5,242		1,089		4,153			381	%
Provision for income taxes		1,110		368		742			202	%
Net income	$	4,132	$	721	$	3,411			473	%
Basic net income per share	$	0.15	$	0.02	$	0.13			641	%
Diluted net income per share	$	0.15	$	0.02	$	0.13			640	%

Interest expense, net

Net interest expense was $1.7 million in second quarter 2020 compared to $2.0 million in the prior year quarter. The decrease is associated with a lower principal amount of long-term debt, coupled with a lower blended interest rate.

Provision for income taxes

Provision for income taxes was $1.1 million in second quarter 2020 compared to $368,000 in the prior year quarter. The effective tax rate was 21.2% in second quarter 2020, 12.6 points below the prior year quarter’s 33.8% rate. The second quarter 2020 effective tax rate benefitted from a $422,000 tax year 2018 state income tax refund associated with a temporary tax reduction related to 2017 federal income tax reform. The lower effective tax rate in the current year quarter also stemmed from lower pre-tax income in the prior year quarter, which had a significant adverse impact on that period’s effective tax rate due to the impact of permanent tax differences. The effective tax rate can fluctuate throughout the year as estimates used in the quarterly tax provision are updated with additional information.

Net income

Second quarter 2020 net income was $4.1 million, up from $721,000 in the prior year quarter. The increase primarily reflects higher net premiums earned, lower net loss and expense ratios, and a lower effective tax rate, partly offset by lower investment gains.

Ratios

	For the Three Months Ended June 30,
(Unaudited)	2020			2019
Ceded premium ratio		46.6	%		50.4	%

Net loss and LAE ratio		61.1	%		65.1	%
Net expense ratio		38.9	%		39.9	%
Net combined ratio		100.0	%		105.0	%

Ceded premium ratio

The ceded premium ratio was 46.6% in second quarter 2020, down 3.8 points from 50.4% in the prior year quarter. The decrease is primarily attributable to a reduction in the cost of our 2019-2020 catastrophe reinsurance program and a reduction in overall quota share reinsurance coverage, partly offset by the higher cost of our 2020-2021 catastrophe excess-of-loss reinsurance program.

Net loss and LAE ratio

The net loss ratio was 61.1% in second quarter 2020, down 4.0 points from 65.1% in the prior year quarter. The decrease primarily stems from higher favorable prior year reserve development and a lower ceded premium ratio, partly offset by lower income from vertically integrated operations and a higher current accident year weather net loss ratio.

Net expense ratio

The net expense ratio was 38.9% in second quarter 2020, down 1.0 point from 39.9% in the prior year quarter. The decrease primarily stems from modestly lower net PAC and G&A ratios, which benefited from a lower ceded premium ratio.

Net combined ratio

The net combined ratio was 100.0% in second quarter 2020, down 5.0 points from 105.0% in the prior year quarter. The decrease stems from lower net loss and expense ratios, as described above.

Comparison of the Six Months Ended June 30, 2020 and 2019

	For the Six Months Ended June 30,
(Unaudited)	2020			2019			$ Change			% Change
REVENUE:	(in thousands)
Gross premiums written	$	519,534		$	465,188		$	54,346			12	%
Change in gross unearned premiums		(43,026	)		(6,640	)		(36,386	)		548	%
Gross premiums earned		476,508			458,548			17,959			4	%
Ceded premiums		(221,445	)		(234,774	)		13,329			(6	)%
Net premiums earned		255,063			223,774			31,289			14	%
Net investment income		6,966			7,502			(536	)		(7	)%
Net realized and unrealized gains (losses)		22			2,327			(2,306	)	NM
Other revenue		6,668			7,501			(833	)		(11	)%
Total revenue	$	268,719		$	241,104		$	27,614			11	%

Gross premiums written

Gross premiums written were $519.5 million for the six months ended June 30, 2020, up 11.7% from $465.2 million in the prior year period. The increase reflects 11.8% growth outside Florida and 11.5% growth in Florida, with positive growth across all states and lines of business. Commercial residential business represented 45.9% of the Florida growth.

Gross premiums earned

Gross premiums earned were $476.5 million for the six months ended June 30, 2020, up 3.9% from $458.5 million in the prior year quarter. The increase reflects higher gross premiums written over the past twelve months.

Ceded premiums earned

Ceded premiums earned were $221.4 million for the six months ended June 30, 2020, down 5.7% from $234.8 million in the prior year quarter. The decrease is primarily attributable to a reduction in the cost of our 2019-2020 catastrophe reinsurance program and a reduction in overall quota share reinsurance coverage, partly offset by the higher cost of our 2020-2021 catastrophe reinsurance program. The higher cost of the 2020-2021 catastrophe excess-of-loss reinsurance program was partially diluted by increased use of our captive reinsurer, Osprey Re. Our gross quota share reinsurance program was reduced from 18.75% to 8.0% effective June 1, 2018 and was eliminated effective June 1, 2019, while our net quota share reinsurance program increased from 52.0% to 56.0% effective December 31, 2019. Our excess-of-loss catastrophe reinsurance programs incept on June 1^st of each year and run for twelve months.

Net premiums earned

Net premiums earned were $255.1 million for the six months ended June 30, 2020, up 14.0% from $223.8 million in the prior year period. The increase reflects higher gross premiums earned and lower ceded premiums earned, as described above.

Net investment income

Net investment income, inclusive of realized investment gains and unrealized gains on equity securities for the six months ended June 30, 2020, was $7.0 million, down from $9.8 million in the prior year period. The decrease is primarily due to unrealized gains on equity securities in the prior year period. Investment income on the fixed income portfolio declined by $536,000 due to lower interest rates.

Other revenue

Other revenue was $6.7 million for the six months ended June 30, 2020, down from $7.5 million in the prior year period. The decline primarily stems from a reduction in non-insurance income.

Total revenue

Total revenue was $268.7 million for the six months ended June 30, 2020, up 11.5% from $241.1 million in the prior year period. The increase primarily stems from higher net premiums earned, as described above.

	For the Six Months Ended June 30,
(Unaudited)	2020		2019		$ Change		% Change
OPERATING EXPENSES:	(in thousands)
Losses and loss adjustment expenses		147,050		136,438		10,612		8	%
Policy acquisition costs		60,284		53,107		7,177		14	%
General and administrative expenses		41,661		36,988		4,673		13	%
Total operating expenses		248,995		226,533		22,463		10	%

Losses and loss adjustment expenses

Losses and loss adjustment expenses (“LAE”) were $147.1 million for the six months ended June 30, 2020, up $10.6 million from $136.4 million in the prior year period. The increase primarily stems from higher retained weather losses and lower cost savings from vertically integrated operations, partly offset by more favorable prior year reserve development.

Policy acquisition costs

Policy acquisition costs were $60.3 million for the six months ended June 30, 2020, up 13.5% from $53.1 million in the prior year period. The increase is primarily attributable to higher acquisition costs associated with gross premiums written growth and reduced ceding commission income. Ceding commissions decreased in the current year period due to a reduction to our overall quota share reinsurance program, as described above.

General and administrative expenses

General and administrative expenses were $41.7 million for the six months ended June 30, 2019, up 12.6% from $37.0 million in the prior year period. The increase is primarily attributable to increased headcount associated with premium growth and lower ceding commission income associated with a reduction to our overall quota share reinsurance program, as described above.

	For the Six Months Ended June 30,
(Unaudited)	2020		2019		$ Change			% Change
	(in thousands, except per share and share amounts)
Operating income		19,724		14,571		5,153			35	%
Interest expense, net		3,688		4,101		(413	)		(10	)%
Other non-operating expense, net		—		48		(48	)	NM
Income before income taxes		16,036		10,422		5,615			54	%
Provision for income taxes		4,284		2,737		1,547			57	%
Net income	$	11,752	$	7,685	$	4,068			53	%
Basic net income per share	$	0.42	$	0.26	$	0.16			60	%
Diluted net income per share	$	0.42	$	0.26	$	0.16			60	%

Interest expense, net

Interest expense was $3.7 million for the six months ended June 30, 2020, down $413,000 from $4.1 million in the prior year period. The year-over-year decrease stems from a lower principal amount of outstanding debt and a lower blended interest rate.

Provision for income taxes

Provision for income taxes was $4.3 million and $2.7 million for the six months ended June 30, 2020 and 2019, respectively. The effective tax rate for the current year period was 26.7%, 0.4 points higher than the prior year’s 26.3%. The higher effective tax rate relates to permanent tax differences and a higher overall state income tax rate associated with our diversification outside Florida. The effective tax rate can fluctuate throughout the year as estimates used in the quarterly tax provision are updated with additional information throughout the year.

Net income

Net income for the six months ended June 30, 2020 was $11.8 million ($0.42 per diluted share) compared to $7.7 million ($0.26 cents per diluted share) in the prior year period. The increase primarily reflects higher net premiums earned and a lower net loss ratio, partly offset by lower investment gains and other income and a modestly higher effective tax rate.

	For the Six Months Ended June 30,
(Unaudited)	2020			2019
Ceded premium ratio		46.5	%		51.2	%

Net loss and LAE ratio		57.7	%		61.0	%
Net expense ratio		40.0	%		40.3	%
Net combined ratio		97.6	%		101.3	%

Ceded premium ratio

The ceded premium ratio was 46.5% for the six months ended June 30, 2020, down 4.7 points from 51.2 % in the prior year period. The decrease is primarily attributable to a reduction in the cost of our 2019-2020 catastrophe reinsurance program and a reduction in overall quota share reinsurance coverage, partly offset by the higher cost of our 2020-2021 catastrophe excess-of-loss reinsurance program.

Net loss and LAE ratio

The net loss and LAE ratio was 57.7% for the six months ended June 30, 2020, down 3.3 points from 61.0% in the prior year period. The decrease primarily stems from higher favorable prior year reserve development and a lower ceded premium ratio, partly offset by lower income from vertically integrated operations and higher retained weather losses. Catastrophe and weather losses in the current six month period primarily stemmed from hail, tornado and wind events in the southeast.

Net expense ratio

The net expense ratio was 40.0% for the six months ended June 30, 2020, relatively flat from 40.3% in the prior year period. The decrease primarily stems from modest reductions in both the policy acquisition costs ratio and the G&A ratio resultant from the increase in net earned premiums.

Net combined ratio

The net combined ratio was 97.6% for six months ended June 30, 2020, down 3.7 points from 101.3% in the prior year period. The decrease stems from lower net loss and expense ratios, as described above.

Liquidity and Capital Resources

As of June 30, 2020, we had $288.3 million of cash and cash equivalents, which primarily consisted of cash and money market accounts. We generally hold substantial cash balances to meet seasonal liquidity needs including amounts to pay quarterly reinsurance installments as well as meet the collateral requirements of Osprey Re Ltd. (“Osprey”), our captive reinsurance company. In addition, we have $11.8 million in restricted cash primarily related our contractual obligations related to the catastrophe bonds issued by Citrus Re Ltd. as well as state insurance department depository requirements.

Osprey is required to maintain a collateral trust account equal to the risk that it assumes from our insurance company affiliates. At June 30, 2020, approximately $20.0 million was held in Osprey’s trust account.

Although we can provide no assurances, we believe that we maintain sufficient liquidity to pay our insurance company affiliates’ claims and expenses, as well as to satisfy commitments in the event of unforeseen events such as inadequate premium rates or reserve deficiencies. We believe our current capital resources, including funds available under our revolving credit facility, together with cash provided from our operations, will be sufficient to meet currently anticipated working capital requirements for at least the next twelve months. We maintain a comprehensive reinsurance program at levels management considers adequate to diversify risk and safeguard our financial position.

Cash Flows

	For the Six Months Ended June 30,
	2020			2019			Change
	(in thousands)
Net cash provided by (used in):
Operating activities	$	131,797		$	76,415		$	55,382
Investing activities		(97,015	)		(36,772	)		(60,243	)
Financing activities		(17,599	)		(25,740	)		8,141
Net increase in cash and cash equivalents	$	17,183		$	13,903		$	3,280

Operating Activities

Net cash provided by operating activities was $131.8 million for the six months ended June 30, 2020 compared to cash provided of $76.4 million for the comparable period in 2019. The increase in cash from operating activities relates primarily to timing of cash flows associated with gross written premium, claim payments and reinsurance reimbursements during the first six months of 2020 compared to the first six months of 2019.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2020 was $97.0 million as compared to cash used of $36.8 million for the comparable period in 2019. The change in cash used for investing activities relates to the timing of allocations of funds for investment.

Financing Activities

Net cash used in financing activities for the six months ended June 30, 2020 was $17.6 million, as compared to cash used in financing activities of $25.7 million for the comparable period in 2019. More funds were available for investment in the current year over the prior year. The reduction in cash used in financing activities relates primarily to payment of our term note in the first six months of 2019, partially offset by the increase in stock repurchases period over period.

Credit Facilities

On December 14, 2018, the Company, as borrower, entered into a credit agreement (as amended, the “Credit Agreement”) by and among the Company, certain subsidiaries of the Company from time to time party thereto as guarantors, the lenders from time to time party thereto (the ~~“Plan”~~“Lenders”), Regions Bank, as Administrative Agent and Collateral Agent, BMO Harris Bank N.A., as Syndication Agent, Hancock Whitney Bank and Canadian Imperial Bank of Commerce, as Co-Documentation Agents, and Regions Capital Markets and BMO Capital Markets Corp., as Joint Lead Arrangers and Joint Bookrunners.

Pursuant to the Credit Agreement, the participating Lenders agreed to provide (1) a five-year senior secured term loan facility in an aggregate principal amount of $75 million (the “Term Loan Facility”) and (2) a five-year senior secured revolving credit facility in an aggregate principal amount of $50 million (inclusive of a $5 million sublimit for the issuance of letters of credit and a $10 million sublimit for swingline loans) (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Credit Facilities”). As of June 30, 2020, the Company had in aggregate $65.6 million principal outstanding under the Term Loan Facility and $10.0 million of borrowings outstanding under the Revolving Credit Facility.

At our option, borrowings under the Credit Facilities bear interest at rates equal to either (1) a rate determined by reference to LIBOR (based on one, two, three or six-month interest periods), adjusted for statutory reserve requirements, plus an applicable margin (2) a base rate determined by reference to the greatest of (a) the “prime rate” of Regions Bank, (b) the federal funds rate plus 0.50%, and (c) the LIBOR index rate applicable for an interest period of one month plus 1.00%, plus an applicable margin.

The applicable margin for loans under the Credit Facilities varies from 3.25% per annum to 3.75% per annum (for LIBOR loans) and 2.25% to 2.75% per annum (for base rate loans) based on our consolidated leverage ratio. Interest payments with respect to the Credit Facilities are required either on a quarterly basis (for base rate loans) or at the end of each interest period (for LIBOR loans) or, if the duration of the applicable interest period exceeds three months, then every three months. As of June 30, 2020, the Company’s effective interest rate for the Term Loan Facility was 4.10% per annum and 4.36% per annum for the Revolving Credit Facility.

In addition to paying interest on ~~May 22, 2014.~~outstanding borrowings under the Revolving Credit Facility, we are required to pay a quarterly commitment fee based on the unused portion of the Revolving Credit Facility, which is determined based on our consolidated leverage ratio.

Each of the Revolving Credit Facility and the Term Loan Facility mature on December 14, 2023. The ~~Plan authorized 2,981,737~~principal amount of the Term Loan Facility amortizes in quarterly installments, which began with the close of the fiscal quarter ended March 31, 2019, in an amount equal to $1,875,000 per quarter, payable monthly or quarterly, with the balance payable at maturity.

The Company may prepay the loans under the Credit Facilities, in whole or in part, at any time without premium or penalty, subject to certain conditions including minimum amounts and reimbursement of certain costs in the case of prepayments of LIBOR loans. In addition, the Company is required to prepay the loan under the Term Loan Facility with the proceeds from certain financing transactions, involuntary dispositions or asset sales (subject, in the case of asset sales, to reinvestment rights).

All obligations under the Credit Facilities are or will be guaranteed by each existing and future direct and indirect wholly owned domestic subsidiary of the Company, other than all of the Company’s current and future regulated insurance subsidiaries (collectively, the “Guarantors”).

The Company and the Guarantors entered into a Pledge and Security Agreement, on December 14, 2018 (the “Security Agreement”), in favor of Regions Bank, as collateral agent. Pursuant to the Security Agreement, amounts borrowed under the Credit Facilities are secured on a first priority basis by a perfected security interest in substantially all of the present and future assets of the Company and each Guarantor (subject to certain exceptions), including all of the capital stock of the Company’s domestic subsidiaries, other than its regulated insurance subsidiaries.

The Credit Agreement contains, among other things, covenants, representations and warranties and events of default customary for facilities of this type. The Company is required to maintain, as of each fiscal quarter (1) a maximum consolidated leverage ratio of 3.25 to 1.00 for each fiscal quarter ending on or before December 31, 2019, stepping down on each of the three anniversaries thereafter; (2) a minimum consolidated fixed charge coverage ratio of 1.20 to 1.00 and (3) a minimum consolidated net worth for the Company and its subsidiaries. Events of default include, among other events, (i) nonpayment of principal, interest, fees or other amounts; (ii) failure to perform or observe certain covenants set forth in the Credit Agreement; (iii) breach of any representation or warranty; (iv) cross-default to other indebtedness; (v) bankruptcy and insolvency defaults; (vi) monetary judgment defaults and material nonmonetary judgment defaults; (vii) customary ERISA defaults; (viii) a change of control of the Company; and (ix) failure to maintain specified catastrophe retentions in each of the Company’s regulated insurance subsidiaries.

Convertible Notes

On August 10, 2017, the Company and Heritage MGA, LLC (the “Guarantor”) entered into a purchase agreement (the “Purchase Agreement”) with Citigroup Global Markets Inc., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Company agreed to issue and sell, and the Initial Purchaser agreed to purchase, $125.0 million aggregate principal amount of the Company’s 5.875% Convertible Senior Notes due 2037 (the “Convertible Notes”) in a private placement transaction pursuant to Rule 144A under the Securities Act, as amended (the “Securities Act”) (the “Offering”). The Purchase Agreement contained customary representations, warranties and agreements of the Company and the Guarantor and customary conditions to closing, indemnification rights and obligations of the parties and termination provisions. The net proceeds from the Offering, after deducting discounts and commissions and estimated offering expenses payable by the Company, were approximately $120.5 million. The Offering was completed on August 16, 2017.

The Company issued the Convertible Notes under an Indenture (the “Convertible Note Indenture”), dated August 16, 2017, by and among the Company, as issuer, the Guarantor, as guarantor, and Wilmington Trust, National Association, as trustee (the “Trustee”).

The Convertible Notes bear interest at a rate of 5.875% per year. Interest began accruing on August 16, 2017 and is payable semi-annually in arrears, on February 1 and August 1 of each year, starting on February 1, 2018. The Convertible Notes are senior unsecured obligations of the Company that rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to the Company’s unsecured indebtedness that is not so subordinated; effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness or other liabilities incurred by the Company’s subsidiaries other than the Guarantor, which fully and unconditionally guarantee the Convertible Notes on a senior unsecured basis.

The Convertible Notes mature on August 1, 2037, unless earlier repurchased, redeemed or converted.

Holders may convert their Convertible Notes at any time prior to the close of business on the business day immediately preceding February 1, 2037, other than during the period from, and including, February 1, 2022 to the close of business on the second business day immediately preceding August 5, 2022, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2017, if the closing sale price of the Company’s common stock, for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the conversion price of the Convertible Notes in effect on each applicable trading day; (2) during the ten consecutive business-day period following any five consecutive trading-day period in which the trading price for the Convertible Notes for each such trading day was less than 98% of the closing sale price of the Company’s common stock on such date multiplied by the then-current conversion rate; (3) if the Company calls any or all of the Convertible Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events.

During the period from and including February 1, 2022 to the close of business on the second business day immediately preceding August 5, 2022, and on or after February 1, 2037 until the close of business on the second business day immediately preceding August 1, 2037, holders may surrender their Convertible Notes for conversion at any time, regardless of the foregoing circumstances.

The conversion rate for the Convertible Notes was initially 67.0264 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $14.92 per share of common stock). The conversion rate is subject to adjustment in certain circumstances and is subject to increase for ~~issuance under~~holders that elect to convert their Convertible Notes in connection with certain corporate transactions (but not, at the ~~Plan~~Company’s election, a public acquirer change of control (as defined in the Convertible Note Indenture) that occur prior to August 5, 2022.

Upon the occurrence of a fundamental change (as defined in the Convertible Note Indenture) (but not, at the Company’s election, a public acquirer change of control (as defined in the Convertible Note Indenture), holders of the Convertible Notes may require the Company to repurchase for ~~future grants.~~cash all or a portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

~~At September 30, 2017~~Except as described below, the Company may not redeem the Convertible Notes prior to August 5, 2022. On or after August 5, 2022 but prior to February 1, 2037, the Company may redeem for cash all or any portion of the Convertible Notes, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and ~~December 31, 2016, there were 413,814~~unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Convertible Notes, which means that the Company is not required to redeem or retire the Convertible Notes periodically. Holders of the Convertible Notes are able to cause the Company to repurchase their Convertible Notes for cash on any of August 1, 2022, August 1, 2027 and ~~170,814 shares available for grant under~~August 1, 2032, in each case at 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the ~~Plan, respectively.~~relevant repurchase date.

The Convertible Note Indenture contains customary terms and covenants and events of default. If an Event of Default (as defined in the Indenture) occurs and is continuing, the Trustee by notice to the Company, ~~recognizes compensation expense under ASC 718 for its stock-based payments based~~or the holders of at least 25% in aggregate principal amount of the Convertible Notes then outstanding by notice to the Company and the Trustee, may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Convertible Notes to be immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization (as set forth in the Convertible Note Indenture) with respect to the Company, 100% of the principal of, and accrued and unpaid interest, if any, on, the Notes automatically become immediately due and payable.

In the second quarter of 2018, the Company repurchased $10.6 million principal amount of Convertible Notes for cash. In the fourth quarter of 2018 and first quarter of 2019, the Company repurchased Convertible Notes in the aggregate principal amount of $81.6 million for a combination of cash and the issuance of an aggregate of 3,880,653 shares of the Company’s common stock, leaving $23.4 million in aggregate principal amount outstanding. There were no repurchases of Convertible Notes in the third and fourth quarters of 2019 or in the first or second quarters of 2020.

FHLB Loan Agreements

In December 2018, a subsidiary of the Company pledged U.S. government and agency fixed maturity securities with an estimated fair value of $31.0 million as collateral and received $19.2 million in a cash loan under an advance agreement with the ~~awards.~~Federal Home Loan Bank (“FHLB”) Atlanta. The ~~Company grants~~loan originated on December 12, 2018 and bears a fixed interest rate of 3.094% with interest payments due quarterly commencing in March 2019. The principal balance on the loan has a maturity date of December 13, 2023. In connection with the agreement, the subsidiary became a member of FHLB. Membership in the FHLB required an investment in FHLB’s common stock ~~options~~which was purchased on December 31, 2018 and valued at ~~exercise prices equal~~$1.4 million. The subsidiary is permitted to withdraw any portion of the pledged collateral over the minimum collateral requirement at any time, other than in the event of a default by the subsidiary. The proceeds from the loan was used to prepay the Company’s Senior Secured Notes due 2023 (“Senior Notes”) in 2018.

Critical Accounting Policies and Estimates

When we prepare our condensed consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (GAAP), we must make estimates and assumptions about future events that affect the amounts we report. Certain of these estimates result from judgments that can be subjective and complex. As a result of that subjectivity and complexity, and because we continuously evaluate these estimates and assumptions based on a variety of factors, actual results could materially differ from our estimates and assumptions if changes in one or more factors require us to make accounting adjustments. During the three months ended June 30, 2020, we reassessed our critical accounting policies and estimates as disclosed within our 2019 Form 10-K. As disclosed in Note 1 to the ~~fair market~~condensed consolidated financial statements under the caption “Basis of Presentation and Significant Accounting Policies” we adopted on January 1, 2020, ASU 2016-13, Financial Instruments – Credit Losses, and we have made no further material changes or additions with regard to such policies and estimates.

Contractual Obligations

The following table represents our contractual obligations for which cash flows are fixed or determinable as of June 30, 2020:

	Total		Less Than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(In thousands)
Convertible debt	$	38,429	$	1,261	$	2,751	$	2,751	$	31,666
Note Payable ⁽¹⁾		84,181		7,135		19,893		57,153		—
Mortgage loan		20,164		446		1,786		1,786		16,145
FHLB agreement		21,339		332		1,205		19,802		—
Lease obligations		10,172		765		3,114		2,599		3,694
Total Contractual Obligations	$	174,284	$	9,939	$	28,750	$	84,091	$	51,505

(1)

Represents the principal and interest payments per the terms of the Credit Facility debt.

Seasonality of our Business

Our insurance business is seasonal as hurricanes typically occur during the period from June 1 through November 30 each year and winter storms generally impact the first and fourth quarters of each year. With our catastrophe reinsurance program effective on June 1 each year, any variation in the cost of our reinsurance, whether due to changes to reinsurance rates or changes in the total insured value of ~~the Company’s stock on the dates the options are granted. The options have a maximum term of ten years from the date of grant~~our policy base, will occur and ~~vest primarily~~be reflected in equal annual installments over a range of one to five years periods following the date of grant for employee options. If a participant’s employment relationship ends, the participant’s vested awards will remain exercisable for the shorter of a period of 30 days or the period ending on the latest date on which such award could have been exercisable. The fair valueour financial results beginning June 1 of each option grant is separately estimated for each grant date. The fair value of each option is amortized into compensation expense on a straight-line basis between the grant date for the award and each vesting date. The Company estimates the fair value of all stock option awards as of the date of the grant by applying

the Black-Scholes-Merton multiple-option pricing valuation model (“Black-Scholes model”). The application of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense.

~~Stock Options and Restricted Stock~~

~~Stock Options~~

~~A summary of information related to stock options and restricted stock outstanding at September 30, 2017 is as follows:~~

Stock Options

Weighted-Average Grant Date Fair Value

Balance at December 31, 2016

1,149,923

$
2.99

Granted

—

Expired

(243,000
)

$
2.70

Exercised

—

Balance at September 30, 2017

906,923

$
3.07

Vested and exercisable as of September 30, 2017

906,923

$
3.07

~~No compensation expense was recognized for stock options granted above for the three and nine months ended September 30, 2017 and 2016.~~

~~Restricted Stock~~

~~The Company has also granted shares of its common stock~~year, subject to certain ~~restrictions~~adjustments.

Off-Balance Sheet Arrangements

We do not have transactions with unconsolidated entities, such as entities often referred to as structured financial or special purpose entities, whereby we have financial guarantees, subordinated retained interest, derivative instruments, or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligation under a variable interest in an unconsolidated entity that provides financial, liquidity, market risk, or credit risk support to us.

Recent Accounting Pronouncements

The information set forth under Note 1 to the condensed consolidated financial statements under the ~~Plan. Restricted stock awards granted~~caption “Basis of Presentation and Significant Accounting Policies” is incorporated herein by reference. We do not expect any recently issued accounting pronouncements to ~~employees vest in equal installments, generally over~~have a ~~five-year period from the grant date, subject to the recipient’s continued employment. The fair values of restricted stock awards are estimated by the market price at the date of grant and amortized~~material effect on a straight-line basis to expense over the period of vesting. Recipients of restricted stock awards have the right to receive dividends. No restricted stock was granted as of September 30, 2017. Restricted stock activity during the nine months ended September 30, 2017 is as follows:our condensed consolidated financial statements.

Weighted-Average

Grant-Date Fair

Number of shares

Value per Share

Non-vested, at December 31, 2016

900,000

$
18.82

Granted

—

Vested

—

Canceled and forfeited

—

Non-vested, at September 30, 2017

900,000

$
18.82

Awards are being amortized to expense over the five year vesting period. The Company recognized $3.6 million and $3.6 million of compensation expense for the nine months ended September 30, 2017 and 2016, respectively. There was approximately $14.9 million of unrecognized compensation expense related to the non-vested restricted stock at September 30, 2017. The Company expects to recognize the remaining compensation expense over a weighted average period of 3.2 years.

~~NOTE 20. SUBSEQUENT EVENTS~~

On October 31, 2017, the Company announced that its Board of Directors declared a fourth quarter dividend of $0.06 per common share. The dividend is payable on December 15, 2017 to stockholders of record on November 17, 2017.

On October 30, 2017, the Company entered into a ten-year term, 25-year amortization Term-Loan for $12.7 million. The interest rate is fixed at 4.95% for the first five years with the remaining years repriced at the 5-year Treasury Security plus 3.10%. The loan is collateralized by our real estate located at 2600 and 2650 McCormick Drive, Clearwater, FL. 33759, including assignment of leases, rents and profits.

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

You should read the following discussion in conjunction with our condensed consolidated financial statements and related notes and information included and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Form 10-K”). Unless the context requires otherwise, as used in this Form 10-Q, the terms “we,” “us,” “our,” “the Company,” “our company,” and similar references refer to Heritage Insurance Holdings, Inc., a Delaware corporation, and its subsidiaries.

~~Financial Results Highlights for the Three and Nine Months Ended September 30, 2017~~

Approximately 331,330 policies in-force at September 30, 2017, of which approximately 43.8% were assumed from Citizens, 50.9% were from voluntary sales and 5.3% were acquired in connection with the Zephyr acquisition

~~Gross premiums written of $455.8 million and total revenue of $298.0 million~~

~~Net premiums earned of $277.8 million~~

~~Net income of $3.9 million~~

~~Combined ratio of 103.4% on a gross basis and 105.5% on a net basis, inclusive of the effects of Hurricane Irma~~

~~Cash, cash equivalents and investments of $872.2 million with total assets of $1.6 billion~~

~~Recent Developments~~

~~NBIC Acquisition Agreement~~

On September 1, 2017, Heritage Property & Casualty Insurance Company (“HPCI”) entered into an Administrative Supervision Plan Agreement (“the Agreement”) with Sawgrass Mutual Insurance Company (“Sawgrass”) which was approved by the Florida Office of Insurance Regulation. Pursuant to the agreement, HPCI has the right to offer a new policy of insurance, effective September 1, 2017 to all Sawgrass policyholders having in force policies without the need for Sawgrass policyholders to file a new application with HPCI or pay premium that had already been paid to Sawgrass. As of September 1, 2017, Sawgrass had 17,778 policies in force, representing approximately $31.2 million of in force premium and unearned premium of $16.5 million. The coverage on those policies will terminate at the end of the original Sawgrass policy period. Upon termination of each of these policies, HPCI will offer to renew such policies using HPCI forms and rates. HPCI was assigned the unearned premium, premium receivable, loss reserves and reinsurance recoverable on paid and unpaid claims and received a partial payment of these amounts on September 1, 2017. At September 30, 2017, 17,455 policies were in force representing approximately $30.8 million of annualized premium. HPCI assumed no other liability or obligation, direct or indirect, absolute or contingent, other than the liability and any reinsurance recoveries for Sawgrass policy claims incurred prior to the Agreement date.

~~Results of Operations~~

~~The following table reports our unaudited results of operations for the three and nine months ended September 30, 2017 and 2016:~~

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

(unaudited)

(unaudited)

REVENUE:

Gross premiums written

$
154,355

$
147,232

$
455,845

$
471,793

Change in gross unearned premiums

(1,292
)

17,464

4,180

8,483

Gross premiums earned

153,063

164,696

460,025

480,276

Ceded premiums

(57,855
)

(63,141
)

(182,189
)

(163,461
)
Net premiums earned

95,208

101,555

277,836

316,815

Net investment income

2,735

2,326

8,210

6,586

Net realized gains

365

1,119

1,011

1,762

Other revenue

3,466

4,306

10,948

10,988

Total revenue

101,774

109,306

298,005

336,151

OPERATING EXPENSES:

Losses and loss adjustment expenses

64,035

53,906

156,728

169,663

Policy acquisition costs

20,906

22,597

66,086

61,478

General and administrative expenses

15,420

14,191

48,826

44,602

Total operating expenses

100,361

90,694

271,640

275,743

Operating income

1,413

18,612

26,365

60,408

Interest expense, net

3,076

—

7,010

—

Amortization of debt issuance costs

675

—

1,153

—

Other non-operating expense, net

6,883

—

6,883

—

(Loss) income before income taxes

(9,221
)

18,612

11,319

60,408

Provision for income taxes

(525
)

7,682

7,390

23,688

Net (loss) income

$
(8,696
)

$
10,930

$
3,929

$
36,720

Diluted (loss) earnings per share

$
(0.34
)

$
0.37

$
0.14

$
1.23

Selected Other Data

Book value per share⁽¹⁾

$
12.84

$
13.00

$
12.84

$
13.00

Growth in book value per share

(1.2
)%

18.4
%

(1.2
)%

18.4
%
Return on average equity ⁽²⁾

(10.4
)%

11.7
%

1.6
%

13.3
%

~~(1)~~

~~Book value per share is calculated by dividing shareholders’ equity by total outstanding shares, as of the end of the period.~~

~~(2)~~

~~Return on average equity is calculated by dividing the annualized net income by the average shareholders’ equity for the end of the period.~~

~~Comparison of the Three Months Ended September 30, 2017 and 2016~~

~~Revenue~~

~~Gross premiums written~~

Gross premiums written increased to $154.4 million for the three months ended September 30, 2017 as compared to $147.2 million for the three months ended September 30, 2016. The increase in gross premiums written relates to $18.7 million of additional premium associated with the Sawgrass transaction, which was partially offset by a reduction in gross premiums written by Heritage P&C of approximately $10 million and a reduction of Zephyr premium of approximately $1.2 million. Additionally, new business production in the month of September was adversely impacted by Hurricane Irma. Heritage P&C’s premium in force decreased $9.3 million during the third quarter of 2017 as we continued to manage exposure in geographic locations which have produced a disproportionate share of attritional losses and geographic risks for which the price to manage catastrophe risk is not cost efficient. Personal residential business accounted for $139.9 million and commercial residential accounted for $14.5 million of the total gross premiums written for the three months ended September 30, 2017. There was no business assumed from Citizens for either period.

~~Gross premiums earned~~

Gross premiums earned decreased to $153.1 million for the three months ended September 30, 2017 as compared to $164.7 million for the three months ended September 30, 2016. This decrease is consistent with the quarter-over-quarter change in gross premiums written before the addition of the Sawgrass business, for which only one month of premium was earned this quarter.

~~Ceded premiums~~

Ceded premiums decreased to $57.9 million for the three months ended September 30, 2017 as compared to $63.1 million for the three months ended September 30, 2016. Our catastrophe reinsurance programs renew each year on June 1. The cost for catastrophe reinsurance for the 2017 hurricane season is approximately $225.0 million compared to $247.0 million for the 2016 season. The reduction in premium in force described previously resulted in a reduction in the amount of catastrophe reinsurance purchased from approximately $3.1 billion in the 2016 season to approximately $2.6 billion for the 2017 season. As described in Note 10 to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q, the Company’s retention for the 2017 hurricane season is $20.0 million for the first event compared to $40.0 million for the 2016 season for a first event.

~~Net premiums earned~~

Net premiums earned decreased to $95.2 million for the three months ended September 30, 2017 as compared to $101.6 million for the three months ended September 30, 2016. The decrease in net premiums earned relates to the decrease in gross premium earned partially offset by the decrease in ceded premium described above.

~~Net investment income~~

Net investment income, inclusive of realized investment gain or loss, decreased to $3.1 million for the three months ended September 30, 2017 as compared to $3.4 million for the three months ended September 30, 2016. The decrease resulted primarily from a decrease in realized gains of approximately $.8 million, partially offset by an increase in net investment income due to invested proceeds associated with the Secured Notes issued in December 2016 and Convertible Notes issued in August 2017.

~~Other revenue~~

Other revenue decreased to $3.5 million for the three months ended September 30, 2017 as compared to $4.3 million for the three months ended September 30, 2016. The decrease in other revenue is primarily attributable to the timing of certain items being recorded in 2016 and a reduction in non-insurance construction revenue associated with BRC third party construction projects in 2016.

~~Total revenue~~

Total revenue decreased to $101.8 million for the three months ended September 30, 2017 as compared to $109.3 million for the three months ended September 30, 2016. The reduction in total revenue relates primarily to the decrease in net premiums earned described above.

~~Expenses~~

~~Losses and loss adjustment expenses~~

Losses and loss adjustment expenses (“LAE”) increased to $64.0 million for the three months ended September 30, 2017 as compared to $53.9 million for the three months ended September 30, 2016. The increase in losses and LAE relates primarily to retained losses incurred from Hurricane Irma. Our retention for Hurricane Irma losses is $20 million, of which the excess of our projected losses of $388 million will be recovered from reinsurance compared to $4.0 million of catastrophe losses associated with Hurricane Hermine as of September 30, 2016.

~~Policy acquisition costs~~

Policy acquisition costs decreased to $20.9 million for the three months ended September 30, 2017 as compared to $22.6 million for the three months ended September 30, 2016. The variance relates primarily to the reduction in gross earned premium quarter over quarter.

~~General and administrative expenses~~

General and administrative expenses increased to $15.4 million for the three months ended September 30, 2017 as compared to $14.2 million for the three months ended September 30, 2016. This increase relates primarily to approximately $1.1 million of transaction costs associated with the upcoming acquisition of NBIC as described in Note 2 to our unaudited condensed consolidated financial statements in this Form 10-Q.

~~Interest expense and amortization of debt issuance costs~~

As described in Note 12 – Long-Term Debt to our unaudited condensed consolidated financial statement appearing elsewhere in this Form 10-Q, Heritage issued $79.5 million in Secured Notes due 2023 on December 15, 2016 and issued $136.8 million in Convertible Notes in the third quarter of 2017, resulting in interest expense of $3.1 million and amortization of debt issuance costs of $0.7 million for the quarter. The interest expense includes approximately $0.3 million of amortization of the original issue discount related to the Convertible Notes.

~~Other non-operating expense, net~~

As described in Note 12- Long-Term Debt to our unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q, the conversion option of the Convertible Notes will be accounted for as a separate derivative instrument liability in accordance with applicable U.S. GAAP guidance until shareholder approval is obtained to settle the conversion option liability in common stock. As such, until stockholder approval to settle the conversion option has occurred, the Company must assess the fair value of the conversion option liability on a quarterly basis, and any changes to the fair value are recorded in the statement of income as a financial gain or loss.

For the quarter ended September 30, 2017, the fair value of the conversion option increased approximately $6.9 million due to the increase in our stock price and is presented in the Income Statement as a charge to non-operating earnings. For tax purposes, any financial gain or loss associated with the change in the value of the conversion option is not deductible.

Once stockholder approval is obtained, the terms of the Convertible Notes provide that the Company will have the option to settle the conversion option in shares of common stock, cash or a combination thereof, and at such time the conversion option of the Convertible Notes will (subject to ongoing evaluation of variance factor) qualify for equity classification and will no longer be accounted for as a separate derivative instrument liability in accordance with applicable U.S. GAAP guidance. A stockholder vote seeking approval to settle the conversion option in common stock has been scheduled for later in the fourth quarter of 2017.

~~Provision for income taxes~~

The provision (benefit) for income taxes was $(525) thousand and $7.7 million for the three months ended September 30, 2017 and 2016, respectively. Our effective tax rate for the three months ended September 30, 2017 and 2016 was 5.7% and 41.3%, respectively. The charges for amortization of conversion option discount and valuation of the conversion option associated with the Convertible Notes for the quarter ended September 30, 2017 are not deductible for income tax purposes. This had a significant adverse impact on the effective tax rate for the quarter. Additionally, the expiration of unexercised stock options in September 2017 adversely affected the effective tax rate for the quarter. The effective tax rate can fluctuate throughout the year as estimates used in the tax provision for each quarter are updated as more information becomes available throughout the year.

~~Net (loss) income~~

Net loss was $8.7 million for the quarter ended September 30, 2017 compared to net income of $10.9 million for the quarter ended September 30, 2016. Operating related items, primarily Hurricane Irma and adverse development on Hurricane Matthew caused the variance. In addition, non-operating items, particularly the non-cash charge in valuation of the convertible option feature and interest expense caused $9.5 million in variance.

~~Comparison of the Nine Months Ended September 30, 2017 and 2016~~

~~Revenue~~

~~Gross premiums written~~

Gross premiums written decreased to $455.8 million for the nine months ended September 30, 2017 as compared to $471.8 million for the nine months ended September 30, 2016. The decrease in gross premiums written relates primarily to a reduction in gross premium written by Heritage P&C partially offset by an increase related to the addition of Sawgrass business and an increase in

Zephyr premium written due to the timing of the Zephyr acquisition in late March 2016. Gross premium written for the nine months ended September 30, 2017 includes nine months of Zephyr written premium whereas approximately six months of Zephyr premium was included for the nine months ended September 30, 2016. Heritage P&C’s premium in force decreased from September 30, 2016 as we continue to manage exposure in geographic locations which have produced a disproportional share of attritional losses as well as for geographic risks for which the price to manage catastrophe risk is not cost efficient. There was no business assumed from Citizens during 2017 compared to approximately $8 million of business assumed from Citizens during the nine months ended September 30, 2016. Personal residential business accounted for $387.4 million and commercial residential accounted for $68.4 million of the total gross premiums written for the nine months ended September 30, 2017.

~~Gross premiums earned~~

Gross premiums earned decreased to $460.0 million for the nine months ended September 30, 2017 as compared to $480.3 million for the nine months ended September 30, 2016. Our premiums in force as of September 30, 2017 and September 30, 2016 were approximately $625.6 million and $646.0 million, respectively, including the Sawgrass business acquired on September 1, 2017, which contributed $30.8 million of in-force business. The premiums earned from Sawgrass were $2.6 million for the nine-month period ending September 30, 2017.

~~Ceded premiums~~

Ceded premiums increased to $182.2 million for the nine months ended September 30, 2017 as compared to $163.5 million for the nine months ended September 30, 2016. Our catastrophe reinsurance programs renew each year on June 1. The cost for catastrophe reinsurance for the 2017 hurricane season is approximately $225.0 million compared to the cost for the 2016 season of $247.0 million. The reduction in premium in force described previously resulted in a reduction in the amount of catastrophe reinsurance purchased from approximately $3.1 billion in the 2016 season to approximately $2.6 billion for the 2017 season. As described in Note 10 to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q, the Company’s retention for the 2017 hurricane season is $20.0 million compared to $40.0 million for the 2016 season for a first event.

Reinsurance costs are amortized over a twelve-month period, reflecting the term of the coverage, which begins June 1. As such, we incur the cost of the previous year’s program from January through May of each year. The cost of the 2015 catastrophe reinsurance program was significantly lower than the 2016 reinsurance program due to a smaller amount of premium in force coupled with the mix of business. In 2016, the reinsurance cost increased and that higher cost was reflected in the months June 2016 through May 2017. The 2017 catastrophe reinsurance program is approximately $20 million less than the 2016 program. As such, the 2017 catastrophe reinsurance cost is higher for the first five months of the year than 2016 before we recognize the benefit of the lower cost of the 2017 program starting in June 2017. We also have reinsurance costs associated with our larger risks which could vary monthly depending upon the business written.

~~Net premiums earned~~

Net premiums earned decreased to $277.8 million for the nine months ended September 30, 2017 as compared to $316.8 million for the nine months ended September 30, 2016. The decrease in net premiums earned is primarily attributable to the decrease in the amount of premium in force during the nine months ended September 30, 2017 as compared to the same period in 2016, coupled with the increased ceded premiums earned.

~~Net investment income~~

Net investment income, inclusive of realized investment gains, increased to $9.2 million for the nine months ended September 30, 2017 as compared to $8.3 million for the nine months ended September 30, 2016. The increase in net investment income is due to the increase in cash and invested assets during the nine months ended September 31, 2017 over the prior year. The increase resulted primarily from invested proceeds associated with the Secured Notes and Convertible Notes, coupled with the additional investment income from Zephyr in 2017 due to the timing of the acquisition.

~~Other revenue~~

~~Other revenue remained stable at approximately $11.0 million for both periods.~~

~~Total revenue~~

Total revenue decreased to $298.0 million for the nine months ended September 30, 2017 as compared to $336.2 million for the nine months ended September 30, 2016. The decrease in total revenue was due primarily to the reduction in premium in force

throughout the nine months ended September 30, 2017 which resulted in a lesser amount of gross premiums earned as compared to the same period in the prior year, coupled with an increase in ceded premiums earned.

~~Expenses~~

~~Losses and loss adjustment expenses~~

Losses and LAE decreased to $156.7 million for the nine months ended September 30, 2017 as compared to $169.7 million for the nine months ended September 30, 2016. The decrease is primarily due to the reduction in earned premiums. Additionally, the Company’s losses incurred during the nine months ended September 30, 2017 and 2016 reflect a prior year deficiency of $1.5 million and a deficiency of $17.3 million, respectively, associated with management’s best estimate of the actuarial loss and LAE reserves with consideration given to Company specific historical loss experience.

~~Policy acquisition costs~~

Policy acquisition costs increased to $66.1 million for the nine months ended September 30, 2017 as compared to $61.5 million for the nine months ended September 30, 2016. The increase is primarily attributable to having a full nine months of policy acquisition costs related to Zephyr in 2017 compared to just six months in 2016 due to timing of that acquisition, as well as the favorable impact of assumed premiums from Citizens for the nine months ended September 30, 2016.

~~General and administrative expenses~~

General and administrative expenses increased to $48.8 million for the nine months ended September 30, 2017 as compared to $44.0 million for the nine months ended September 30, 2016. The increase relates to acquisition costs associated with NBIC and nine months of general and administrative expenses associated with Zephyr for the nine months ended September 30, 2017 whereas only six months of Zephyr expenses were included for the nine months ended September 30, 2016.

~~Interest expense and amortization of debt issuance costs~~

As described in Note 12 – Long-Term Debt to our unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q, Heritage issued $79.5 million in Secured Notes due 2023 on December 15, 2016 and issued $136.8 million in Convertible Notes in the third quarter of 2017, resulting in interest expense of $7.0 million and amortization of debt issuance costs of $1.2 million for the nine months ended September 30, 2017. Interest expense includes approximately $0.3 million of amortization of the original issue discount related to the Convertible Notes.

~~Other non-operating expense, net~~

For the quarter ended September 30, 2017, the fair value of the conversion option increased approximately $6.9 million and is presented on the Income Statement as a charge to non-operating expense. For tax purposes, any financial gain or loss associated with the change in the value of the conversion option is not deductible.

~~Provision for income taxes~~

The provision for income taxes was $7.4 million and $23.7 million for the nine months ended September 30, 2017 and 2016, respectively. Our effective tax rate for the nine months ended September 30, 2017 and 2016 was 65.3% and 39.2%, respectively. The amortization of the conversion option discount and valuation change for the conversion option associated with the Convertible Notes for the nine months ended September 30, 2017 are not deductible for income tax purposes. This had a significant adverse impact on the effective tax rate for the nine months ended September 30, 2017. Excluding the impact of the non-deductible items related to the convertible note, the 2017 year-to-date effective tax rate would be 41.1%. The effective tax rate can fluctuate throughout the year as estimates used in the tax provision for each quarter are updated as more information becomes available throughout the year.

~~Net income~~

Our results for the nine months ended September 30, 2017 reflect net income of $3.9 million compared to $36.7 million for the nine months ended September 30, 2016. Operating related items discussed above caused $22.7 million of the variance. Non-operating items, particularly interest expense and non-cash change in valuation of the convertible option feature caused $10.2 million of the variance.

~~Ratios~~

~~Due to the impact our reinsurance costs have on net premiums earned from period to period, our management believes the ratios discussed below are more meaningful when viewed on a gross basis.~~

Three Months Ended September 30,

2017

2016

Ratios to Gross Premiums Earned:

(unaudited)
Ceded premium ratio

37.8
%

38.4
%

Loss ratio

41.8
%

32.7
%

Operating expense ratio

23.8
%

22.3
%

Combined ratio

103.4
%

93.4
%

Ratios to Net Premiums Earned:

Loss ratio ⁽¹⁾

67.3
%

53.1
%

Operating expense ratio⁽²⁾

38.2
%

36.2
%

Combined ratio⁽³⁾

105.5
%

89.3
%

~~(1)~~

~~The net loss ratio is calculated as losses and LAE divided by net premiums earned.~~

~~(2)~~

~~The net expense ratio is calculated as all operating expenses divided by net premiums earned.~~

~~(3)~~

~~The net combined ratio is calculated as the sum of losses and LAE and all operating expenses divided by net premiums earned.~~

~~Ceded premium ratio~~

Our ceded premium ratio decreased to 37.8% for the three months ended September 30, 2017 compared to 38.4% for the three months ended September 30, 2016. As described above, both gross earned premium and ceded premium decreased quarter over quarter. The proportional decrease in ceded premium for the 2017 hurricane season reinsurance program over the 2016 hurricane season was greater than the decrease in gross earned premium and thereby reduced the ceded premium ratio.

~~Gross loss ratio~~

Our gross loss ratio increased to 41.8% for the three months ended September 30, 2017 compared to 32.7% for the three months ended September 30, 2016. The increase in the loss ratio was primarily attributable to retained losses associated with Hurricane Irma.

~~Net loss ratio~~

Our net loss ratio increased to 67.3% for the three months ended September 30, 2017 compared to 53.1% for the three months ended September 30, 2016, primarily related to net retained losses associated with Hurricane Irma, partially offset by the decrease in the ceded premium ratio.

~~Gross operating expense ratio~~

Our gross operating expense ratio increased to 23.8% for the three months ended September 30, 2017 compared to 22.3% for the three months ended September 30, 2016. The increase relates primarily to transaction costs associated with the upcoming acquisition of NBIC.

~~Net operating expense ratio~~

Our net operating expense ratio increased to 38.2% for the three months ended September 30, 2017 compared to 36.2% for the three months ended September 30, 2016, primarily due to the increase in the gross expense ratio discussed above, slightly offset by the lower ceded premium ratio.

~~Combined ratio~~

Our combined ratio on a gross basis increased to 103.4% for the three months ended September 30, 2017 compared to 93.4% for the three months ended September 30, 2016. Our combined ratio on a net basis increased to 105.5% for the three months ended September 30, 2017 compared to 89.3% for the three months ended September 30, 2016. The gross combined ratio increased due to the increase in the loss and gross expense ratios slightly offset by the decrease in the ceded premium ratio as described above.

~~Ratios~~

~~Due to the impact our reinsurance costs have on net premiums earned from period to period, our management believes the ratios discussed below are more meaningful when viewed on a gross basis.~~

Nine Months Ended September 30,

2017

2016

Ratios to Gross Premiums Earned:

(unaudited)
Ceded premium ratio

39.6
%

34.0
%

Loss ratio

34.1
%

35.3
%

Operating expense ratio

25.0
%

22.1
%

Combined ratio

98.7
%

91.4
%

Ratios to Net Premiums Earned:

Loss ratio ⁽¹⁾

56.4
%

53.6
%

Operating expense ratio⁽²⁾

41.4
%

33.4
%

Combined ratio⁽³⁾

97.8
%

87.0
%

~~Ceded premium ratio~~

Our ceded premium ratio increased to 39.6% for the nine months ended September 30, 2017 compared to 34.0% for the nine months ended September 30, 2016. The variance relates to higher reinsurance costs for the first six months of 2017 compared to 2016 due to timing of the reinsurance placement as previously discussed. The 2016 ratio also benefitted from approximately $32.1 million of Citizens assumption activity that occurred in the fourth quarter of 2015 and approximately $9.1 million in the first quarter of 2016 compared to no assumptions in the last quarter of 2016 or the throughout 2017. Citizens assumptions provided a benefit for the nine months ended September 30, 2016 due to the favorable timing of reinsurance costs associated with assumed premium. Additionally, the reinsurance ratio in the first half of 2017 was adversely impacted by reinstatements for the per risk treaty which were triggered by large losses.

~~Gross loss ratio~~

Our gross loss ratio decreased to 34.1% for the nine months ended September 30, 2017 compared to 35.3% for the nine months ended September 30, 2016. The nine months ended September 30, 2017 included retained losses from Hurricane Irma and $6.1 million of adverse development from Hurricane Matthew losses partially offset by $4.6 million of favorable development on non-catastrophe losses. The nine months ended September 30, 2016 included Hurricane Hermine losses of $4.1 million as well as adverse development on prior accident year losses of approximately $17.0 million.

~~Net loss ratio~~

Our net loss ratio increased to 56.4% for the nine months ended September 30, 2017 compared to 53.6% for the nine months ended September 30, 2016 due to the increase in the ceded premium ratio as discussed above.

~~Gross operating expense ratio~~

Our gross expense ratio increased to 25.0% for the nine months ended September 30, 2017 compared to 22.1% for the nine months ended September 30, 2016. The increase relates to a combination of the favorable effect of Citizens take-out activity on the 2016 ratio, transaction costs associated with the NBIC acquisition in 2017 and fixed personnel and other costs which were diluted in 2016 due to higher gross earned premium. Assumptions from Citizens had a favorable impact on the 2016 expense ratio because assumed policies have no acquisition costs until the policies renew onto Heritage policy forms.

~~Net operating expense ratio~~

Our net expense ratio increased to 41.4% for the nine months ended September 30, 2017 compared to 33.4% for the nine months ended September 30, 2016, due to the gross operating expense ratio variance discussed above coupled with the increase in the ceded premium ratio.

~~Combined ratio~~

Our combined ratio on a gross basis increased to 98.7% for the nine months ended September 30, 2017 compared to 91.4% for the nine months ended September 30, 2016. Our combined ratio on a net basis increased to 97.8% for the nine months ended September 30, 2017 compared to 87.0% for the nine months ended September 30, 2016. The gross combined ratio increased due to the increases in the ceded premiums ratio and gross operating expense ratio, partially offset by a lower gross loss ratio.

~~Liquidity and Capital Resources~~

As of September 30, 2017, we had $352.3 million of cash and cash equivalents, which primarily consisted of cash and money market accounts. We typically hold substantial cash balances to meet seasonal liquidity needs, which includes amounts to pay quarterly reinsurance installments. We held additional funds in cash and cash equivalents at September 30, 2017 to fund catastrophe claim payments associated with Hurricane Irma and to provide resources for the purchase of Narragansett Bay Insurance, which we plan to close in the fourth quarter of 2017. In addition, we held approximately $61 million of advances from reinsurers for Hurricane Irma claim payments. We also had $18.4 million in restricted cash to meet our contractual obligations related to the catastrophe bonds issued by Citrus Re Ltd. Although we can provide no assurances, we believe that we maintain sufficient liquidity to pay our insurance company affiliates’ claims and expenses, as well as to satisfy commitments in the event of unforeseen events such as 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.

Although we can provide no assurance, we believe our current capital resources, together with cash provided from our operations, will be sufficient to meet currently anticipated working capital requirements, for at least the next twelve months.

~~Cash Flows~~

Nine Months Ended September 30,

2017

2016

Change

(in thousands)

Net cash provided by (used in):

Operating activities

$
98,703

$
99,595

$
(892
)
Investing activities

84,570

(179,247
)

263,817

Financing activities

63,231

(25,790
)

89,021

Net increase (decrease) in cash and cash equivalents

$
246,504

$
(105,442
)

$
351,946

~~Operating Activities~~

Cash provided by operating activities increased to $98.7 million for the nine months ended September 30, 2017 compared to $99.6 million for the nine months ended September 30, 2016. The increase in cash provided by operating activities was primarily due to lower reinsurance premium paid and advance payments made by reinsurers in anticipation of Hurricane Irma claim payment somewhat offset by a large amount of claims payments, particularly related to Hurricanes Matthew and Irma, made during the nine months ended September 30, 2017 compared to the same period of 2016.

~~Investing Activities~~

Net cash provided by investing activities for the nine months ended September 30, 2017 was $84.6 million as compared to net cash used by investing activities of $179.2 million for the comparable period in 2016. The change in cash provided by (used in) investing activities primarily relates to $110.3 million paid for the acquisition of Zephyr, net of cash acquired. In addition, we liquidated a portion of our invested assets in preparation for our upcoming acquisition of NBIC in 2017.

~~Financing Activities~~

Net cash provided by financing activities for the nine months ended September 30, 2017 was $63.2 million, as compared to net cash using in financing activities of $25.8 million for the comparable period in 2016. The increase in cash provided by financing activities relates to proceeds of the Convertible Notes issued partially offset by shares repurchased under the stock repurchase program.

~~Senior Secured Notes and Convertible Senior Notes~~

~~The following table summarizes the principal and interest payment terms of the Notes listed below:~~

	~~Maturity Date~~	~~Interest Payment Due Date~~
~~8.75% plus LIBOR Senior Secured Notes (0.95%)~~	~~December 15, 2023~~	~~March 15, June 15, September 15 and December 15~~
~~5.875% Convertible Senior Notes~~	~~August 1, 2037~~	~~February 1 and August 1 - semi annual~~

~~See Note 12 –” Long-Term Debt” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form 10Q for additional information.~~

~~Seasonality of our Business~~

Our insurance business is seasonal as hurricanes typically occur during the period from June 1 through November 30 each year. With our reinsurance program effective on June 1 each year, any variation in the cost of our reinsurance, whether due to changes to reinsurance rates or changes in the total insured value of our policy base, will occur and be reflected in our financial results beginning June 1 of each year, subject to certain adjustments.

~~Contractual Obligations~~

~~The following table represents our contractual obligations for which cash flows are fixed or determined as of September 30, 2017.~~

Payments Due by Period

Total

2017

2018-2019

2020-2021

After 2021

(in thousands)

Senior secured notes ⁽¹⁾
$
79,500

$
—

$
1,987

$
7,465

$
70,048

Convertible senior notes⁽¹⁾

136,750

—

—

—

136,750

Interest on notes

148,502

2,024

15,816

15,549

115,113

Reinsurance⁽²⁾

200,645

—

200,645

—

—

Total Contractual Obligations
$
565,397

$
2,024

$
218,448

$
23,014

$
321,911

~~1. See Part 1. Financial information, Item 1. Financial Statements, Note 12-Long-Term Debt.~~

~~2. Represents the minimum payment of reinsurance premiums under multi-year reinsurance contacts.~~

~~Off-Balance Sheet Arrangements~~

We obtained a $12.7 million irrevocable letter of credit from a financial institution to secure Osprey’s obligations arising from our reinsurance program. We collateralized this letter of credit facility with otherwise unencumbered real estate. The letter of credit, which terminated on May 31, 2017, was not renewed because the treaties with Osprey either terminated or were commuted.

~~Critical Accounting Policies and Estimates~~

When we prepare our consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”), we must make estimates and assumptions about future events that affect the amounts we report. Certain of these estimates result from judgments that can be subjective and complex. As a result of that subjectivity and complexity, and because we continuously evaluate these estimates and assumptions based on a variety of factors, actual results could materially differ from our estimates and assumptions if changes in one or more factors require us to make accounting adjustments. During the nine months ended September 30, 2017, we reassessed our critical accounting policies and estimates as disclosed within our 2016 Form 10-K; we have made no material changes or additions with regard to such policies and estimates.

~~JOBS Act~~

We qualify as an “emerging growth company” under the JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail

ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if as an emerging growth company we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our systems of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply until we no longer meet the requirements of being an emerging growth company. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of our prior second fiscal quarter, and (2) the date on which we have issued more than $1 billion in non-convertible debt during the prior three-year period.

Item 3. Quantitative and Qualitative Disclosures ~~about~~About Market Risk.

Our investment portfolios at ~~September~~June 30, ~~2017~~2020 included fixed maturity and equity securities, the purposes of which are not for trading or speculation. Our main objective is to maximize after-tax investment income and maintain sufficient liquidity to meet policyholder 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. Investment securities are managed by a group of nationally recognized asset managers and are overseen by the investment committee appointed by our board of directors. Our investment portfolios are primarily exposed to interest rate risk, credit risk and equity price risk. We classify our fixed maturity ~~and equity~~ securities as available-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. We evaluate our available-for-sale securities for future expected credit losses and report any allowance in the income statement. We classify our equity securities as available-for-sale and report any unrealized gains or losses in the income statement. As such, any material temporary changes in the fair value of such securities can adversely impact the carrying value of our stockholders’ equity.

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 ~~September~~June 30, ~~2017~~2020 (in thousands):

Hypothetical Change in Interest rates	Estimated Fair Value After Change		Change in Estimated Fair Value			Percentage Increase (Decrease) in Estimated Fair Value			Estimated Fair Value After Change		Change in Estimated Fair Value			Percentage Increase (Decrease) in Estimated Fair Value
300 basis point increase	$	436,574	$	(57,910	)		(12	)%	$	632,167	$	(66,110	)		-9.468	%
200 basis point increase	$	455,874	$	(38,610	)		(8	)%	$	654,291	$	(43,985	)		-6.3	%
100 basis point increase	$	475,178	$	(19,306	)		(4	)%	$	676,328	$	(21,949	)		-3.1	%
100 basis point decrease	$	513,763	$	19,279			4	%	$	717,136	$	18,859			2.7	%
200 basis point decrease	$	530,443	$	35,959			7	%	$	726,524	$	28,248			4.0	%
300 basis point decrease	$	536,843	$	42,359			9	%	$	728,369	$	30,093			4.3	%

In addition, we have variable interest rate indebtedness under our Credit Facilities which bears interest at a rate that references LIBOR. As of June 30, 2020, we had in aggregate $65.6 million principal outstanding under the Term Loan Facility bearing interest at 4.10% per annum and $10.0 million of borrowings outstanding under the Revolving Credit Facility bearing interest at 4.36% per annum. There is currently uncertainty about whether LIBOR will continue to exist after 2021. The discontinuation of LIBOR after 2021 and the replacement with an alternative reference rate may adversely impact interest rates and our interest expense could increase

Credit Risk

Credit risk can expose us to potential losses arising principally from adverse changes in the financial condition of the issuer of our fixed maturities. We mitigate this risk by investing in fixed maturities that are generally investment grade and by diversifying our investment portfolio to avoid concentrations in any single issuer or market sector. A majority of the securities in an unrealized gain position as of June 30, 2020 held an A rating or better. We do not intend to sell these investments until recovery of their amortized cost basis or maturity, and further believe that it is not more-likely-than-not that we will be required to sell these investments prior to that time.

The following table presents the composition of our fixed maturity portfolio by rating at ~~September~~June 30, ~~2017~~2020 (in thousands):

Comparable
Rating

Amortized
Cost

% of Total
Amortized
Cost

Estimated
Fair Value

% of total
Estimated
Fair Value

AAA

$
35,436

7
%

$
35,690

7
%
AA+

$
36,053

7
%

$
36,414

7
%
AA

$
48,256

10
%

$
48,613

10
%
AA-

$
69,568

14
%

$
69,878

14
%
A+

$
42,853

9
%

$
43,106

9
%
A

$
66,114

13
%

$
66,203

13
%
A-

$
148,161

30
%

$
147,508

30
%
BBB+

$
700

0
%

$
707

0
%
BBB

$
104

0
%

$
103

0
%
BBB-

$
706

0
%

$
720

0
%
BB

$
604

0
%

$
604

0
%
BB+

$
574

0
%

$
571

0
%
BB-

$
9,837

2
%

$
9,985

2
%
B+

$
4,892

1
%

$
4,989

1
%
B

$
27,409

6
%

$
27,867

6
%
NA and NR

$
1,526

0
%

$
1,526

0
%
Total

$
492,794

100
%

$
494,484

100
%

	Amortized Cost		% of Total Amortized Cost			Estimated Fair Value		% of total Estimated Fair Value
AAA	$	180,069		26.8	%	$	186,771		26.7	%
AA+, AA, AA-	$	262,632		39.1	%	$	272,706		39.1	%
A+, A, A-1+	$	157,523		23.4	%	$	164,453		23.6	%
BBB+, BBB, BBB-	$	71,570		10.7	%	$	74,177		10.6	%
Not rated	$	167		0.0	%	$	170		0.0	%
Total	$	671,961		100	%	$	698,277		100	%

Equity Price Risk

Our equity investment portfolio at ~~September~~June 30, ~~2017~~2020 consists of $1.6 million of Federal Home Loan Bank common ~~stocks~~stock, the investment is recorded at cost and ~~redeemable~~adjusted, if and ~~non-redeemable preferred stocks. We may incur potential losses due to adverse~~when subsequent price changes are provided by the institution. Such changes in the basis of the equity ~~security prices. We manage this risk primarily through industry~~investment are recognized in net realized and ~~issuer diversification~~unrealized gains and ~~asset allocation techniques.~~

~~The following table illustrates~~losses on the ~~composition~~Company’s consolidated statements of ~~our equity portfolio at September~~operations. As of June 30, ~~2017 (in thousands):~~2020, the Company recorded in aggregate $46,300 in dividends and reduced its membership stock holdings by $25,700.

% of Total

Estimated
Fair Value

Estimated
Fair value

Stocks by sector:

Financial

$
2,106

8
%
Energy

10,957

43
%
Other

12,173

48
%
Subtotal

$
25,236

99
%
Mutual Funds and ETF by type:

Equity

$
160

1
%
Total

$
25,396

100
%

~~Foreign Currency Exchange Risk~~

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Due to the COVID-19 pandemic, a portion of our employees continue to work from home. Established business continuity plans have been activated in order to continue business operations while mitigating any adverse impact to our control environment, operating procedures, data and internal controls. The design of our processes and controls allow for remote execution with accessibility to secure data.

We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this Quarterly Report, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~September~~June 30, ~~2017.~~2020.

Changes in Internal Control over Financial Reporting

There has been no change in our internal controls over financial reporting during our most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. There were no significant changes to our internal control over financial reporting for the period ending June 30, 2020.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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 condensed consolidated financial position results of operations or cash flow.

Item 1A. Risk Factors

The risk factors disclosed in the section entitled “Risk Factors” in our ~~Annual Report on~~2019 Form 10-K ~~for the year ended December 31, 2016, filed on March 15, 2017~~ set forth information relating to various risks and uncertainties that could materially adversely affect our business, financial condition, and operating results. Those risk factors continue to be relevant to an understanding of our business, financial condition, and operating results. No

The coronavirus (COVID-19) global pandemic may adversely affect our business, including revenues, profitability, results of operations, and/or cash flows, in a manner and to a degree that cannot be predicted but could be material.

Beginning in March 2020, the global pandemic related to the novel coronavirus COVID-19 began to impact the global economy and our results of operations. The cumulative effects of COVID-19 on the Company, and the effect of any other epidemic, pandemic or public health outbreak, cannot be predicted at this time, but could include, without limitation:

•

We expect that the impact of COVID-19 on general economic activity could negatively impact our premium volumes. While we did not experience this impact for the first quarter of 2020, we anticipate premium volumes, particularly in new sales volumes, could be adversely affected prospectively if economic conditions worsen and home purchases in our geographies decline materially. If premium volumes were to decrease materially, our earned premium would also decline and we could experience an increase in our net operating expense ratio.

•

States and local governments have launched measures to combat the spread of COVID-19, including travel bans, quarantines and lock-downs of affected areas which could cause disruption to our distribution channel of independent agents which may have a negative impact on our revenues and financial condition.

•

In an effort to support insurance consumers during this pandemic, most states where we market our products have issued mandates or requests such as moratoriums on policy cancellations or non-renewals for non-payments of premiums, forbearance on premium collections, waivers of late payment fees and extended periods in which policyholders may make their missed payments. Such actions may result in delayed premium receipts, disrupting cash flows and increasing credit risk from policyholders unable to make timely premium payments.

•

Increased claims, losses, litigation, and related expenses, as well as higher costs related to delays in adjusting claims, as a result of stay-at-home orders and quarantines;

•

increased volatility and declines in financial markets which, could negatively impact liquidity and credit availability and could continue to reduce the fair market value of, or result in the impairment of, invested assets held by the Company; and

•

the decline in interest rates which could reduce future investment results.

The situation surrounding COVID-19 remains fluid. Even after the COVID-19 outbreak has subsided, we may continue to experience materially adverse impacts to our business as a result of any economic recession or depression that has occurred or may occur in the future, and the potential for a material ~~changes~~impact on the Company’s results of operations, financial condition, and liquidity increases the longer the virus impacts activity levels in the United States and globally. For this reason, we cannot reasonably estimate with any degree of certainty the future impact COVID-19 may have ~~occurred with respect~~on the Company’s results of operations, financial position, and liquidity. The extent to ~~those risk factors.~~which the COVID-19 pandemic may impact the Company’s business, operating results, financial condition, or liquidity will depend on future developments, including the duration of the outbreak, travel restrictions, business and workforce disruptions, and the effectiveness of actions taken to contain and treat the disease.

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

Issuer purchases of equity securities

During the third quarter ended September 30, 2017, we purchased 1,103,848 shares of common stock for an aggregate purchase of $13.0 million under our share repurchase program. We purchased 3,552,397 shares of common stock for an aggregate purchase price of $40.0 million in connection with the issuance of the Convertible Notes. A summary of our common stock repurchases during the ~~quarter~~three months ended ~~September~~June 30, ~~2017 under our share repurchase program~~2020 is set forth in the table below (in thousands, except shares):

Total Number of Shares Purchased

Average Price Paid Per Share⁽¹⁾

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs

July 1, 2017 through July 31, 2017

—

—

—

$
35,831

August 1, 2017 through August 30, 2017

3,808,709

$
11.52

256,312

$
32,836

September 1, 2017 through September 30, 2017

847,536

$
11.77

847,536

$
22,836

Total

4,656,245

1,103,848

	Total Number of Shares Purchased	Average Price Paid Per Share ⁽¹⁾	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽²⁾	Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
Apr 1 - Apr 30, 2020	—	—	—	$25,830
May 1 - May 31, 2020	—	—	—	$25,830
June 1 - June 30, 2020	163,456	$12.28	163,456	$23,818
Total	163,456		163,456

(1)

Average price paid per share excludes cash paid for commissions.

(2)

On August 1, 2018, the Company announced that its Board of Directors authorized a stock repurchase program authorizing the Company to repurchase up to $50.0 million of its common stock through December 31, 2020. At June 30, 2020, the Company has the capacity to repurchase $23.8 million of its common shares until December 2020.

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

On June 1, 2020, the Company amended its Credit Agreement dated as of December 14, 2018 (as amended to date, the “Credit Agreement”) by entering into the Third Amendment to Credit Agreement (the “Third Amendment”) with the lenders from time to time party to the Credit Agreement, and Regions Bank, as administrative agent and collateral agent.

The Third Amendment amend the Credit Agreement to increase the letter of credit sublimit under the Credit Agreement from $5 million to $40 million and to make related modifications to certain of the negative covenants in the Credit Agreement.

The above summary description of the Third Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Third Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference herein.

Item 6. Exhibits

The information required by this Item 6 is set forth in the Index to Exhibits accompanying this Quarterly Report on Form 10-Q.

Index to Exhibits

Exhibit Number		Description

3.1		Certificate of Incorporation of Heritage Insurance Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2014)
3.2		By-laws of Heritage Insurance Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2014)
4		Form of Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-195409) filed on May 13, 2014)
4.1		Form of 5.875% Convertible Senior Notes due 2037 (included in Exhibit 4.1), incorporated by reference to ~~4.2~~1.1 to our Form 8-K filed on August 16, 2017

4.2		Indenture, ~~dated~~date as of August 16, 2017, by and among the ~~Company,~~Company. Heritage MGA, LLC as guarantor, and Wilmington Trust, National Association, as trustee, incorporated by reference to Exhibit 4.1 to our Form 8-K filed on August 16, ~~2017.~~2017

~~4.3~~10.1		Third Amendment to Credit Agreement, ~~and Plan of Merger,~~ dated ~~as of August 8, 2017, by and~~June 1, 2020, among Heritage Insurance Holdings, Inc., ~~Gator Acquisition Merger Sub, Inc. and NBIC~~certain subsidiaries of Heritage Insurance Holdings, Inc. from time to time party as guarantors, the lenders from time to time party, and ~~PBRA, LLC, in its capacity~~Regions Bank, as ~~Stockholder Representative, incorporated by reference to Exhibit 2.1 to our Form 8-K filed on August 8, 2017~~Administrative Agent and Collateral Agent.

~~4.4~~31.1*		Supplemental Indenture, dated August 16, 2017, to that certain Indenture, dated December 15, 2016, by and among the Company, The Bank of New York Mellon, a New York banking corporation, as trustee, The Bank of New York Mellon, London Branch, as paying agent, and The Bank of New York Mellon (Luxembourg) S.A., as registrar, incorporated by reference to Exhibit 4.1 to our Form 8-K on August 22, 2017

~~31.1~~		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

~~31.2~~31.2*		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

~~32.1~~32.1**		Certification of Chief Executive Officer pursuant to 18 U.SC. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~32.2~~32.2**		Certification of Chief Financial Officer pursuant to 18 U.SC. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following financial information from the Quarterly Report on Form 10-Q of Heritage Insurance Holdings, Inc. for the quarter ended June 30, 2020, filed electronically herewith, and formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheet; (ii) Condensed Consolidated Income Statement; (iii) Condensed Consolidated Cash Flow Statement; (iv) Condensed Consolidated Statement of Stockholders' Equity; and (v) Notes to the Condensed Consolidated Financial Statements
~~101.INS~~104		Inline XBRL ~~Instance~~for the cover page from the Quarterly Report on Form 10-Q of Heritage Insurance Holdings, Inc. for the quarter ended June 30, 2020, files electronically herewith, included in the Exhibit (101) inline XBRL Document Set.

~~101.SCH~~		~~101. SCH XBRL Taxonomy Extension Schema.~~

~~101.CAL~~		~~101. CAL XBRL Taxonomy Extension Calculation Linkbase.~~

~~101.DEF~~		~~101. DEF XBRL Taxonomy Extension Definition Linkbase.~~

~~101.LAB~~		~~101. LAB XBRL Taxonomy Extension Label Linkbase.~~

~~101.PRE~~		~~101. PRE XBRL Taxonomy Extension Presentation Linkbase.~~

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.* Filed herewith

** Furnished herewith

~~SIGNATURES~~SIGNATURES

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

	HERITAGE INSURANCE HOLDINGS, INC.

Date: ~~November 2, 2017~~August 4, 2020	By:	/s/ BRUCE LUCAS
		Bruce Lucas
		Chairman and Chief Executive Officer (Principal Executive Officer and Duly Authorized Officer)

Date: ~~November 2, 2017~~August 4, 2020	By:	/s/ ~~STEVEN MARTINDALE~~KIRK LUSK
		~~Steven Martindale~~Kirk Lusk
		Chief Financial Officer (Principal Financial and Accounting Officer)

4743

	Common Shares			Par Value			Additional Paid-In Capital		Retained Earnings (Deficit)			Treasury Shares			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance at December 31, 2016		28,840,443		$	3		$	205,727	$	182,809			(25,562	)	$	(5,018	)	$	357,959
Stock buy-back		(5,340,267	)		(1	)		—		—			(61,623	)		—			(61,624	)
Stock-based compensation		—			—			3,611		—			—			—			3,611
Dividends declared on common stock		—			—			—		(6,790	)		—			—			(6,790	)
Net unrealized change in investments, net of tax		—			—			—		—			—			4,596			4,596
Net income		—			—			—		3,929			—			—			3,929
Balance at September 30, 2017		23,500,176		$	2		$	209,338	$	179,948		$	(87,185	)	$	(422	)	$	301,681

Purchase Consideration
Cash, net of cash acquired	$	110,319

Assets acquired
Investments	$	76,543
Premiums and agent's receivable		1,403
Other assets		526
Prepaid reinsurance premiums		4,792
Intangible assets – value of business acquired		7,600
Intangible assets		24,245
Total assets acquired	$	115,109
Total liabilities assumed	$	(43,216	)

Net assets acquired	$	71,893
Goodwill		38,426
Total purchase price	$	110,319

	2017					2016
	Gains (Losses)			Fair Value at Sale		Gains (Losses)			Fair Value at Sale
	(In thousands)
Three Months Ended September 30,
Fixed maturities	$	413		$	253,673	$	1,091		$	17,301
Equity securities		1,260			16,454		289			1,739
Total realized gains		1,673			270,127		1,380			19,040
Fixed maturities		(23	)		26,602		(232	)		575
Equity securities		(1,285	)		6,781		(29	)		445
Total realized losses		(1,308	)		33,383		(261	)		1,020
Net realized gain	$	365		$	303,510	$	1,119		$	20,060

	Less Than Twelve Months						Twelve Months or More
	Number of Securities		Gross Unrealized Losses		Fair Value		Number of Securities		Gross Unrealized Losses		Fair Value
	(In thousands)
December 31, 2016
U.S. government and agency securities		35	$	448	$	24,649		2	$	1	$	200
States, municipalities and political subdivisions		265		4,869		220,034		2		3		1,497
Special revenue		161		571		56,996		2		6		974
Industrial and miscellaneous		189		631		44,712		11		129		1,828
Redeemable preferred stocks		19		143		2,425		1		6		212
Total fixed maturities		669		6,662		348,816		18		145		4,711
Nonredeemable preferred stocks		77		439		11,298		5		20		234
Equity securities		26		191		2,542		29		2,805		7,317
Total equity securities		103		630		13,840		34		2,825		7,551
Total Investments		772	$	7,292	$	362,656		52	$	2,970	$	12,262

September 30, 2017	Weighted -average Amortization (years)		Gross Carrying Amount		Accumulated Amortization			Intangible Assets, net
Amortizing intangible assets
Brand		15	$	1,210	$	(174	)	$	1,036
Agent relationships		12		4,800		(600	)		4,200
Renewal rights		15		16,600		(1,660	)		14,940
Customer relations		10		870		(188	)		682
Trade names		10		2,000		(300	)		1,700
Value of business acquired		1		7,600		(7,600	)		—
Non-compete		2.5		790		(556	)		234
Non-amortizing intangible assets
License acquired				175		—			175
Total intangible assets			$	34,045	$	(11,078	)	$	22,967

	2017						2016
	Number of Events		Incurred Loss and LAE ⁽¹⁾		Combined Ratio Impact		Number of Events		Incurred Loss and LAE ⁽¹⁾		Combined Ratio Impact
			(In thousands)						(In thousands)
Nine Months Ended September 30,
Current period catastrophe losses incurred
$10 million to $50 million ⁽²⁾		1	$	20,000		—		—	$	—		—
$1 million to $10 million ⁽³⁾		—		—		—		1		4,094		—
Total		1	$	20,000		—		1	$	4,094		—

	Principal		Unamortized Debt Issuance Costs
	(In thousands)
Senior Secured Notes, due December 15, 2023 (interest computed at 8.75% plus 3 month Libor average, at September 30, 2017)	$	79,500	$	5,985
Convertible Senior Notes, due August 1, 2037 (interest computed at 5.875% per annum, at September 30, 2017)	$	136,750	$	5,105

Assumptions	August 10, 2017			September 30, 2017
Dividend yield		2.13	%		1.82	%
Yield		10.2	%		8.5	%
Risk-free rate		2.55	%		2.63	%
Volatility		25.8	%		20.5	%
Remaining Term (years)	4.98			4.84
Stock price	$	11.26		$	13.21


Description	Derivative Liabilities
	(In thousands)
Fair value at issuance	$	16,838
Change due to issuances		—
Change in fair value		6,883
Fair value at September 30, 2017	$	23,721

	Three Months Ended September 30				Nine Months Ended September 30
	2017		2016		2017		2016
Interest Expense:	(In thousands)
Contractual interest	$	3,076	$	—	$	7,010	$	—
Non-cash expense⁽¹⁾		675		—		1,153		—
Total interest expense	$	3,751	$	—	$	8,163	$	—

	Stock Options			Weighted-Average Grant Date Fair Value
Balance at December 31, 2016		1,149,923		$	2.99
Granted		—
Expired		(243,000	)	$	2.70
Exercised		—
Balance at September 30, 2017		906,923		$	3.07
Vested and exercisable as of September 30, 2017		906,923		$	3.07

	Payments Due by Period
	Total		2017		2018-2019		2020-2021		After 2021
	(in thousands)
Senior secured notes ⁽¹⁾	$	79,500	$	—	$	1,987	$	7,465	$	70,048
Convertible senior notes⁽¹⁾		136,750		—		—		—		136,750
Interest on notes		148,502		2,024		15,816		15,549		115,113
Reinsurance⁽²⁾		200,645		—		200,645		—		—
Total Contractual Obligations	$	565,397	$	2,024	$	218,448	$	23,014	$	321,911

Comparable Rating	Amortized Cost		% of Total Amortized Cost			Estimated Fair Value		% of total Estimated Fair Value
AAA	$	35,436		7	%	$	35,690		7	%
AA+	$	36,053		7	%	$	36,414		7	%
AA	$	48,256		10	%	$	48,613		10	%
AA-	$	69,568		14	%	$	69,878		14	%
A+	$	42,853		9	%	$	43,106		9	%
A	$	66,114		13	%	$	66,203		13	%
A-	$	148,161		30	%	$	147,508		30	%
BBB+	$	700		0	%	$	707		0	%
BBB	$	104		0	%	$	103		0	%
BBB-	$	706		0	%	$	720		0	%
BB	$	604		0	%	$	604		0	%
BB+	$	574		0	%	$	571		0	%
BB-	$	9,837		2	%	$	9,985		2	%
B+	$	4,892		1	%	$	4,989		1	%
B	$	27,409		6	%	$	27,867		6	%
NA and NR	$	1,526		0	%	$	1,526		0	%
Total	$	492,794		100	%	$	494,484		100	%

			% of Total
	Estimated Fair Value		Estimated Fair value
Stocks by sector:
Financial	$	2,106		8	%
Energy		10,957		43	%
Other		12,173		48	%
Subtotal	$	25,236		99	%
Mutual Funds and ETF by type:
Equity	$	160		1	%
Total	$	25,396		100	%

	Total Number of Shares Purchased		Average Price Paid Per Share⁽¹⁾		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
July 1, 2017 through July 31, 2017		—		—		—	$	35,831
August 1, 2017 through August 30, 2017		3,808,709	$	11.52		256,312	$	32,836
September 1, 2017 through September 30, 2017		847,536	$	11.77		847,536	$	22,836
Total		4,656,245				1,103,848