Table of Contents
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended SeptemberJune 30, 2017

or

2021

OR

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

For the transition period from to 

Commission File Number 001-33251


uve-20210630_g1.jpg
UNIVERSAL INSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

________________________________________________________

Delaware

65-0231984

Delaware

65-0231984
(State or other jurisdiction of


incorporation or organization)

(I.R.S. Employer
Identification No.)

1110 W. Commercial Blvd., Fort Lauderdale, Florida 33309

(Address of principal executive offices)

(Zip Code)

(954) 958-1200

(Registrant’s telephone number, including area code)

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


Indicate by check mark whether the registrant has submitted electronically 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 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


“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

  (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

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


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


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 34,443,28831,269,070 shares of common stock, par value $0.01 per share, outstanding on November 3, 2017.

July 26, 2021.




UNIVERSAL INSURANCE HOLDINGS, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Page No.

Page No.

Condensed Consolidated Balance SheetsSheets as of SeptemberJune 30, 20172021 and December 31, 2016 (unaudited)2020 (u

naudited)

5

6

7

26

44

45

45

46

46

Item 6.


2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To Thethe Board of Directors and Stockholders of

Universal Insurance Holdings, Inc. and Subsidiaries

Fort Lauderdale, Florida


RESULTS OF REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


We have reviewed the accompanying condensed consolidated balance sheet of Universal Insurance Holdings, Inc. and its wholly-owned subsidiaries (the “Company”) as of SeptemberJune 30, 20172021 and the related condensed consolidated statements of income, comprehensive income, and stockholders’ equity, for the threethree-month and nine-monthsix-month periods ended SeptemberJune 30, 20172021 and 20162020 and the related condensed consolidated statementsstatement of cash flows for the nine-monthsix-month periods ended SeptemberJune 30, 20172021 and 2016.  These interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

2020. Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.


We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of Universal Insurance Holdings, Inc. and Subsidiaries as of December 31, 20162020 and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for the year then ended (not presented herein) and we expressed an unqualified audit opinion on those consolidated financial statements in our report dated February 23, 2017.26, 2021. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2016,2020, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.


BASIS FOR REVIEW RESULTS

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


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

/s/ Plante & Moran, PLLC
Chicago, Illinois
July 30, 2021

3

Table of Contents

/s/ Plante & Moran, PLLC

Chicago, Illinois

November 9, 2017



PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(in thousands, except per share data)

 As of
June 30,December 31,
20212020
ASSETS
Available-for-sale debt securities, at fair value, net of allowance for credit loss of $118 and $186 (amortized cost: $929,191 and $815,647)$921,800 $819,861 
Equity securities, at fair value (cost: $94,778 and $84,667)95,690 84,887 
Assets held for sale7,053 
Investment real estate, net5,981 15,176 
Total invested assets1,030,524 919,924 
Cash and cash equivalents286,493 167,156 
Restricted cash and cash equivalents6,134 12,715 
Prepaid reinsurance premiums532,308 215,723 
Reinsurance recoverable196,294 160,417 
Premiums receivable, net74,072 66,883 
Property and equipment, net53,023 53,572 
Deferred policy acquisition costs115,971 110,614 
Income taxes recoverable24,733 30,576 
Deferred income tax asset, net6,284 
Other assets21,983 14,877 
Total assets$2,341,535 $1,758,741 
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Unpaid losses and loss adjustment expenses$278,658 $322,465 
Unearned premiums853,896 783,135 
Advance premium68,287 49,562 
Book overdraft59,399 
Reinsurance payable, net581,818 10,312 
Commission payable28,710 23,809 
Deferred income tax liability, net4,494 
Other liabilities and accrued expenses37,109 52,341 
Long-term debt7,721 8,456 
Total liabilities1,860,693 1,309,479 
Commitments and Contingencies (Note 12)00
STOCKHOLDERS’ EQUITY:
Cumulative convertible preferred stock, $0.01 par value
Authorized shares - 1,000
Issued shares - 10 and 10
Outstanding shares - 10 and 10
Minimum liquidation preference, $9.99 and $9.99 per share
Common stock, $0.01 par value470 468 
Authorized shares - 55,000
Issued shares - 46,964 and 46,817
Outstanding shares - 31,269 and 31,137
Treasury shares, at cost - 15,695 and 15,680(225,751)(225,506)
Additional paid-in capital105,904 103,445 
Accumulated other comprehensive income (loss), net of taxes(5,571)3,343 
Retained earnings605,790 567,512 
Total stockholders’ equity480,842 449,262 
Total liabilities and stockholders’ equity$2,341,535 $1,758,741 

 

As of

 

 

September 30,

 

 

December 31,

 

 

2017

 

 

2016

 

ASSETS

 

 

 

 

 

 

 

Fixed maturities, at fair value

$

609,179

 

 

$

584,361

 

Equity securities, at fair value

 

26,075

 

 

 

50,803

 

Short-term investments, at fair value

 

 

 

 

5,002

 

Investment real estate, net

 

16,324

 

 

 

11,435

 

Total invested assets

 

651,578

 

 

 

651,601

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

366,176

 

 

 

105,730

 

Restricted cash and cash equivalents

 

2,635

 

 

 

2,635

 

Prepaid reinsurance premiums

 

212,489

 

 

 

124,385

 

Reinsurance recoverable

 

412,697

 

 

 

106

 

Premiums receivable, net

 

66,687

 

 

 

53,833

 

Property and equipment, net

 

32,959

 

 

 

32,162

 

Deferred policy acquisition costs

 

75,934

 

 

 

64,912

 

Income taxes recoverable

 

19,174

 

 

 

3,262

 

Deferred income tax asset, net

 

5,300

 

 

 

10,674

 

Other assets

 

11,432

 

 

 

10,707

 

Total assets

$

1,857,061

 

 

$

1,060,007

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

Unpaid losses and loss adjustment expenses

$

440,443

 

 

$

58,494

 

Unearned premiums

 

556,299

 

 

 

475,756

 

Advance premium

 

28,667

 

 

 

17,796

 

Accounts payable

 

3,999

 

 

 

3,187

 

Reinsurance payable, net

 

341,356

 

 

 

80,891

 

Dividends payable

 

4,846

 

 

 

 

Other liabilities and accrued expenses

 

47,659

 

 

 

37,665

 

Long-term debt

 

13,235

 

 

 

15,028

 

Total liabilities

 

1,436,504

 

 

 

688,817

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY:

 

 

 

 

 

 

 

Cumulative convertible preferred stock, $.01 par value

 

 

 

 

 

Authorized shares - 1,000

 

 

 

 

 

 

 

Issued shares - 10 and 10

 

 

 

 

 

 

 

Outstanding shares - 10 and 10

 

 

 

 

 

 

 

Minimum liquidation preference, $9.99 and $9.99 per share

 

 

 

 

 

 

 

Common stock, $.01 par value

 

455

 

 

 

453

 

Authorized shares - 55,000

 

 

 

 

 

 

 

Issued shares - 45,473 and 45,324

 

 

 

 

 

 

 

Outstanding shares - 34,440 and 35,052

 

 

 

 

 

 

 

Treasury shares, at cost - 11,033 and 10,272

 

(104,866

)

 

 

(86,982

)

Additional paid-in capital

 

89,429

 

 

 

82,263

 

Accumulated other comprehensive income (loss), net of taxes

 

(2,207

)

 

 

(6,408

)

Retained earnings

 

437,746

 

 

 

381,864

 

Total stockholders' equity

 

420,557

 

 

 

371,190

 

Total liabilities and stockholders' equity

$

1,857,061

 

 

$

1,060,007

 


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


4


UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)

(in thousands, except per share data)

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

Three Months Ended
June 30,
Six Months Ended
June 30,

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2021202020212020

PREMIUMS EARNED AND OTHER REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PREMIUMS EARNED AND OTHER REVENUES

Direct premiums written

$

274,744

 

 

$

241,888

 

 

$

816,350

 

 

$

741,782

 

 

Direct premiums written$473,627 $404,685 $838,941 $739,238 

Change in unearned premium

 

(19,935

)

 

 

(7,388

)

 

 

(80,543

)

 

 

(59,211

)

 

Change in unearned premium(81,053)(67,046)(70,761)(75,648)

Direct premium earned

 

254,809

 

 

 

234,500

 

 

 

735,807

 

 

 

682,571

 

 

Direct premium earned392,574 337,639 768,180 663,590 

Ceded premium earned

 

(80,292

)

 

 

(74,966

)

 

 

(230,722

)

 

 

(214,128

)

 

Ceded premium earned(136,402)(111,269)(268,703)(216,391)

Premiums earned, net

 

174,517

 

 

 

159,534

 

 

 

505,085

 

 

 

468,443

 

 

Premiums earned, net256,172 226,370 499,477 447,199 

Net investment income (expense)

 

3,085

 

 

 

2,304

 

 

 

9,012

 

 

 

6,051

 

 

Net investment incomeNet investment income2,858 6,179 5,844 13,013 

Net realized gains (losses) on investments

 

803

 

 

 

101

 

 

 

2,450

 

 

 

1,344

 

 

Net realized gains (losses) on investments496 168 1,038 467 
Net change in unrealized gains (losses) of equity securitiesNet change in unrealized gains (losses) of equity securities1,229 3,871 735 (4,153)

Commission revenue

 

5,304

 

 

 

4,603

 

 

 

14,546

 

 

 

12,927

 

 

Commission revenue9,860 7,758 18,986 14,773 

Policy fees

 

4,861

 

 

 

4,226

 

 

 

14,594

 

 

 

13,093

 

 

Policy fees6,575 6,546 11,962 12,086 

Other revenue

 

1,673

 

 

 

1,668

 

 

 

4,917

 

 

 

4,827

 

 

Other revenue1,991 1,812 3,896 4,594 

Total premiums earned and other revenues

 

190,243

 

 

 

172,436

 

 

 

550,604

 

 

 

506,685

 

 

Total premiums earned and other revenues279,181 252,704 541,938 487,979 

OPERATING COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING COSTS AND EXPENSES

Losses and loss adjustment expenses

 

116,375

 

 

 

73,548

 

 

 

267,129

 

 

 

199,749

 

 

Losses and loss adjustment expenses167,221 151,345 311,184 286,393 

General and administrative expenses

 

57,269

 

 

 

54,725

 

 

 

171,582

 

 

 

166,780

 

 

General and administrative expenses81,901 73,921 164,344 146,564 

Total operating costs and expenses

 

173,644

 

 

 

128,273

 

 

 

438,711

 

 

 

366,529

 

 

Total operating costs and expenses249,122 225,266 475,528 432,957 

INCOME BEFORE INCOME TAXES

 

16,599

 

 

 

44,163

 

 

 

111,893

 

 

 

140,156

 

 

INCOME BEFORE INCOME TAXES30,059 27,438 66,410 55,022 

Income tax expense

 

6,635

 

 

 

17,281

 

 

 

41,354

 

 

 

54,400

 

 

Income tax expense8,118 7,556 18,061 15,073 

NET INCOME

$

9,964

 

 

$

26,882

 

 

$

70,539

 

 

$

85,756

 

 

NET INCOME$21,941 $19,882 $48,349 $39,949 

Basic earnings per common share

$

0.29

 

 

$

0.77

 

 

$

2.02

 

 

$

2.46

 

 

Basic earnings per common share$0.70 $0.62 $1.55 $1.23 

Weighted average common shares outstanding - Basic

 

34,686

 

 

 

35,042

 

 

 

34,927

 

 

 

34,878

 

 

Weighted average common shares outstanding - Basic31,240 32,102 31,224 32,347 

Diluted earnings per common share

$

0.28

 

 

$

0.75

 

 

$

1.96

 

 

$

2.41

 

 

Diluted earnings per common share$0.70 $0.62 $1.54 $1.23 

Weighted average common shares outstanding - Diluted

 

35,615

 

 

 

35,723

 

 

 

35,917

 

 

 

35,594

 

 

Weighted average common shares outstanding - Diluted31,310 32,170 31,292 32,440 

Cash dividend declared per common share

$

0.14

 

 

$

0.14

 

 

$

0.42

 

 

$

0.42

 

 

Cash dividend declared per common share$0.16 $0.16 $0.32 $0.32 



CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

Three Months Ended
June 30,
Six Months Ended
June 30,

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2021202020212020

Net income

$

9,964

 

 

$

26,882

 

 

$

70,539

 

 

$

85,756

 

 

Net income$21,941 $19,882 $48,349 $39,949 

Other comprehensive income (loss), net of taxes

 

251

 

 

 

(491

)

 

 

4,201

 

 

 

5,631

 

 

Other comprehensive income (loss), net of taxes7,996 26,068 (8,914)17,122 

Comprehensive income

$

10,215

 

 

$

26,391

 

 

$

74,740

 

 

$

91,387

 

 

Comprehensive income (loss)Comprehensive income (loss)$29,937 $45,950 $39,435 $57,071 

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


5


UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSSTOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED June 30, 2021 AND 2020 (unaudited)

(in thousands)

thousands, except per share data)

 

Nine Months Ended September 30,

 

 

2017

 

 

2016

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

$

286,195

 

 

$

178,637

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Proceeds from sale of property and equipment

 

17

 

 

 

31

 

Purchases of property and equipment

 

(3,655

)

 

 

(6,041

)

Purchases of equity securities

 

(47,070

)

 

 

(46,414

)

Purchases of fixed maturities

 

(114,593

)

 

 

(278,961

)

Purchases of investment real estate, net

 

(5,023

)

 

 

(4,400

)

Proceeds from sales of equity securities

 

75,027

 

 

 

46,819

 

Proceeds from sales of fixed maturities

 

19,643

 

 

 

78,966

 

Maturities of fixed maturities

 

75,770

 

 

 

38,111

 

Maturities of short-term investments

 

5,000

 

 

 

25,000

 

Net cash provided by (used in) investing activities

 

5,116

 

 

 

(146,889

)

Cash flows from financing activities:

 

 

 

 

 

 

 

Preferred stock dividend

 

(8

)

 

 

(7

)

Common stock dividend

 

(9,803

)

 

 

(9,828

)

Purchase of treasury stock

 

(17,884

)

 

 

(8,415

)

Sale of treasury stock

 

 

 

 

2,965

 

Payments related to tax withholding for share-based compensation

 

(1,367

)

 

 

(4,905

)

Excess tax benefits (shortfall) from share-based compensation

 

 

 

 

(1,563

)

Repayment of debt

 

(1,803

)

 

 

(1,768

)

Net cash provided by (used in) financing activities

 

(30,865

)

 

 

(23,521

)

Net increase (decrease) in cash and cash equivalents

 

260,446

 

 

 

8,227

 

Cash and cash equivalents at beginning of period

 

105,730

 

 

 

197,014

 

Cash and cash equivalents at end of period

$

366,176

 

 

$

205,241

 


Treasury SharesCommon
Shares
Issued
Preferred
Shares
Issued
Common
Stock
Amount
Preferred
Stock
Amount
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Shares,
at Cost
Total
Stockholders’
Equity
Balance, December 31, 2020(15,680)46,817 10 $468 $$103,445 $567,512 $3,343 $(225,506)$449,262 
Vesting of performance share units(16)(1)62 — — — — — — (241)(241)
Vesting of restricted stock units(17)(1)65 — — (1)— — (254)(254)
Retirement of treasury shares33 (1)(33)— — — (495)— — 495 
Purchases of treasury stock(15)— — — — — — — (245)(245)
Share-based compensation— — — — — 1,675 — — — 1,675 
Net income— — — — — — 26,408 — — 26,408 
Other comprehensive loss, net of taxes— — — — — — — (16,910)— (16,910)
Declaration of dividends
($0.16 per common share and
$0.25 per preferred share)
— — — — — — (5,030)— — (5,030)
Balance, March 31, 2021(15,695)46,911 10 469 104,624 588,890 (13,567)(225,751)454,665 
Vesting of restricted stock units(20)(1)73 — — (1)— — (288)(288)
Retirement of treasury shares20 (1)(20)— — — (288)— — 288 
Share-based compensation— — — — — 1,569 — — — 1,569 
Net income— — — — — — 21,941 — — 21,941 
Other comprehensive income, net of taxes— — — — — — — 7,996 — 7,996 
Declaration of dividends
($0.16 per common share and
$0.25 per preferred share)
— — — — — — (5,041)— — (5,041)
Balance, June 30, 2021(15,695)46,964 10 $470 $$105,904 $605,790 $(5,571)$(225,751)$480,842 
(1) All shares acquired represent shares tendered to cover the strike price for options and tax withholdings on the intrinsic value of options exercised, restricted stock vested, performance share units vested, or restricted stock units vested. These shares have been cancelled by the Company.

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


6


UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)
(in thousands, except per share data)

Treasury SharesCommon
Shares
Issued
Preferred
Shares
Issued
Common
Stock
Amount
Preferred
Stock
Amount
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Shares,
 at Cost
Total
Stockholders’
Equity
Balance, December 31, 2019(14,069)46,707 10 $467 $$96,036 $573,619 $20,364 $(196,585)$493,901 
Cumulative effect of change in accounting principle
 (ASU 2016-13)
— — — — — (597)597 — — 
Balance, January 1, 2020(14,069)46,707 10 $467 $$96,036 $573,022 $20,961 $(196,585)$493,901 
Vesting of performance share units(25)(1)83 — — (1)— — (646)(646)
Grant and issue of stock award— (1)— — — 30 — — — 30 
Retirement of treasury shares25 (1)(25)— — — (646)— — 646 
Purchases of treasury stock(312)— — — — — — — (6,587)(6,587)
Share-based compensation— — — — — 1,691 — — — 1,691 
Net income— — — — — — 20,067 — — 20,067 
Other comprehensive loss, net of taxes— — — — — — — (8,946)— (8,946)
Declaration of dividends
($0.16 per common share and
$0.25 per preferred share)
— — — — — — (5,222)— — (5,222)
Balance, March 31, 2020(14,381)46,766 10 468 97,110 587,867 12,015 (203,172)494,288 
Vesting of restricted stock units(25)(1)65 — — — — — — (424)(424)
Retirement of treasury shares25 (1)(25)— — — (424)— — 424 
Purchases of treasury stock(572)— — — — — — — (10,029)(10,029)
Share-based compensation— — — — — 3,082 — — — 3,082 
Net income— — — — — — 19,882 — — 19,882 
Other comprehensive income, net of taxes— — — — — — — 26,068 — 26,068 
Declaration of dividends
($0.16 per common share and
$0.25 per preferred share)
— — — — — — (5,166)— — (5,166)
Balance, June 30, 2020(14,953)46,806 10 $468 $$99,768 $602,583 $38,083 $(213,201)$527,701 
(1)All shares acquired represent shares tendered to cover the strike price for options and tax withholdings on the intrinsic value of options exercised, restricted stock vested, performance share units vested, or restricted stock units vested. These shares have been cancelled by the Company.

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
7

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(in thousands)
Six Months Ended
June 30,
20212020
Cash flows from operating activities:
Net cash provided by operating activities$257,120 $190,847 
Cash flows from investing activities:
Proceeds from sale of property and equipment28 22 
Purchases of property and equipment(3,024)(10,213)
Purchases of equity securities(14,192)(10,145)
Purchases of available-for-sale debt securities(237,353)(91,445)
Proceeds from sales of equity securities5,165 
Proceeds from sales of available-for-sale debt securities60,978 28,468 
Proceeds from sales of investment real estate2,591 
Maturities of available-for-sale debt securities53,313 71,214 
Net cash provided by (used in) investing activities(132,494)(12,099)
Cash flows from financing activities:
Preferred stock dividend(5)(5)
Common stock dividend(10,101)(10,405)
Purchase of treasury stock(245)(16,616)
Payments related to tax withholding for share-based compensation(784)(1,070)
Repayment of debt(735)(735)
Net cash provided by (used in) financing activities(11,870)(28,831)
Cash and cash equivalents, and restricted cash and cash equivalents:
Net increase (decrease) during the period112,756 149,917 
Balance, beginning of period179,871 184,744 
Balance, end of period$292,627 $334,661 

The following table summarizes our cash and cash equivalents and restricted cash and cash equivalents within the Condensed Consolidated Balance Sheets (in thousands):
 June 30,December 31,
20212020
Cash and cash equivalents$286,493 $167,156 
Restricted cash and cash equivalents (1)6,134 12,715 
Total cash and cash equivalents and restricted cash and cash equivalents$292,627 $179,871 
(1)See “—Note 5 (Insurance Operations)” for a discussion of the nature of the restrictions for restricted cash and cash equivalents and “—Note 14 (Variable Interest Entities)” for a discussion of restricted cash held in a trust account.




The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
8

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Nature of Operations and Basis of Presentation

Nature of Operations

Universal Insurance Holdings, Inc. (“UVE”, and together with its wholly-owned subsidiaries, “the Company”) is a Delaware corporation incorporated in 1990. UVE with its wholly-owned subsidiaries (the “Company”)The Company is a vertically integrated insurance holding company performing all aspects of insurance underwriting, distribution and claims. Through its wholly-owned insurance company subsidiaries, Universal Property & Casualty Insurance Company (“UPCIC”) and American Platinum Property and Casualty Insurance Company (“APPCIC”), and together referred to aswith UPCIC, the “Insurance Entities,”Entities”), the Company is principally engaged in the property and casualty insurance business offered primarily through aits network of independent agents. Risk from catastrophic losses is managed through the use of reinsurance agreements. The Company’s primary product is residential homeowners’ insurance currently offered in fifteen19 states as of SeptemberJune 30, 2017,2021, including Florida, which comprises the vast majority of the Company’s in-force policies.policies in force. See “—Note 5 (Insurance Operations)” for more information regarding the Company’s insurance operations.

The Company generates revenues primarily from the collection of premiums and investsinvestment returns on funds invested on cash flows in excess of those retained and used for claims-paying obligations and insurance operations. Other significant sources of revenue include brokerage commissions collected from reinsurers on certain reinsurance programs placed byon behalf of the Insurance Entities, policy fees collected from policyholders by ourthe Company’s wholly-owned managing general agencyagent subsidiary and payment plan fees charged to policyholders who choose to pay their premiums in installments.

The Company’s wholly-owned adjusting company receives claims-handling fees from the Insurance Entities. The Insurance Entities are reimbursed for these fees on claims that are subject to recovery under the Insurance Entities’ respective reinsurance programs. These fees, after expenses, are recorded in the Condensed Consolidated Financial Statements as an adjustment to losses and loss adjustment expense (“LAE”).

Basis of Presentation

The Company has prepared the accompanying unaudited Condensed Consolidated Financial Statements (“Financial Statements”) in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, the Financial Statements do not include all of the information and footnotes required by United States Generally Accepted Accounting Principles (“U.S. GAAP”) for annual financial statements. Therefore, the Financial Statements should be read in conjunction with the audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2020, filed with the SEC on February 24, 2017.26, 2021. The condensed consolidated balance sheetCondensed Consolidated Balance Sheet at December 31, 2016,2020 was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included in the Financial Statements. The results for interim periods do not necessarily indicate the results that may be expected for any other interim period or for the full year.

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

The Financial Statements include the accounts of UVEthe Company and its wholly-owned subsidiaries.subsidiaries, as well as variable interest entities (“VIE”) in which the Company is determined to be the primary beneficiary. All material intercompany balances and transactions have been eliminated in consolidation.

Management must

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



9

2. Significant Accounting Policies

The Company reported Significant Accounting Policies in its Annual Report on Form 10-K for the year ended December 31, 2016.2020. The following are new or revised disclosures or disclosures required on a quarterly basis.

Recently Adopted

Accounting Pronouncements

In March 2016,Policies


Assets Held for Sale. The Company considers properties, including land, to be assets held for sale when (1) management commits to a plan to sell the Financial Accounting Standards Board (“FASB”) issued guidance which simplifies several aspectsproperty; (2) it is unlikely that the disposal plan will be significantly modified or discontinued; (3) the property is available for immediate sale in its present condition; (4) actions required to complete the sale of the accountingproperty have been initiated; (5) sale of the property is probable and the Company expects the completed sale will occur within one year; and (6) the property is actively being marketed for share-based payment transactions. The new guidance requires excess income tax benefits (windfalls)sale at a price that is reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and deficiencies (shortfalls) to be recognizedthe Company ceases depreciation. Assets held for sale are stated separately in the income statement as income tax benefits or charges when the awards vest or are settled. The former guidance required the recognition of excess tax benefits or deficiencies in stockholders’ equity. In addition, all income tax-related cash flows resulting from share-based payments will be reported as operating activities in the statement of cash flows under the new guidance. The guidance also allows us to repurchase more of an employee's shares for tax withholding purposes without triggering liability accounting; clarifies that all cash payments for tax withholdings made on an employee’s behalf should be presented as a financing activity on the Company’s statement of cash flows; and provides an accounting policy election to account for forfeitures as they occur. The guidance is effective for fiscal years and interim periods beginning after December 15, 2016, with early adoption permitted. The Company adopted this guidance effective January 1, 2017.

The adoption of the new standard resulted in the recognition of excess tax benefit of $0.8 million reflected in the Company’saccompanying Condensed Consolidated StatementsBalance Sheets.




10

3. Investments

Available-for-Sale Securities Available for Sale

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

September 30, 2017

 

Cost or

 

 

Gross

 

 

Gross

 

 

 

 

 

June 30, 2021

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

 

 

 

Amortized
Cost
Allowance for Expected Credit LossesGross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

Fixed Maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Securities:Debt Securities:

U.S. government obligations and agencies

$

55,519

 

 

$

21

 

 

$

(524

)

 

$

55,016

 

U.S. government obligations and agencies$37,323 $$110 $(279)$37,154 

Corporate bonds

 

215,455

 

 

 

883

 

 

 

(507

)

 

 

215,831

 

Corporate bonds547,259 (89)2,040 (5,944)543,266 

Mortgage-backed and asset-backed securities

 

219,321

 

 

 

110

 

 

 

(1,333

)

 

 

218,098

 

Mortgage-backed and asset-backed securities321,322 656 (3,887)318,091 

Municipal bonds

 

106,926

 

 

 

706

 

 

 

(1,342

)

 

 

106,290

 

Municipal bonds14,925 (1)12 (175)14,761 

Redeemable preferred stock

 

13,336

 

 

 

631

 

 

 

(23

)

 

 

13,944

 

Redeemable preferred stock8,362 (28)195 (1)8,528 

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

5,992

 

 

 

 

 

 

(309

)

 

 

5,683

 

Mutual funds

 

22,316

 

 

 

143

 

 

 

(2,067

)

 

 

20,392

 

Total

$

638,865

 

 

$

2,494

 

 

$

(6,105

)

 

$

635,254

 

Total$929,191 $(118)$3,013 $(10,286)$921,800 

 

December 31, 2016

 

 

Cost or

 

 

Gross

 

 

Gross

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

 

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

Fixed Maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government obligations and agencies

$

74,937

 

 

$

 

 

$

(670

)

 

$

74,267

 

Corporate bonds

 

192,328

 

 

 

402

 

 

 

(1,300

)

 

 

191,430

 

Mortgage-backed and asset-backed securities

 

216,679

 

 

 

135

 

 

 

(2,038

)

 

 

214,776

 

Municipal bonds

 

94,794

 

 

 

130

 

 

 

(3,727

)

 

 

91,197

 

Redeemable preferred stock

 

12,723

 

 

 

125

 

 

 

(157

)

 

 

12,691

 

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

214

 

 

 

 

 

 

(121

)

 

 

93

 

Mutual funds

 

53,900

 

 

 

407

 

 

 

(3,597

)

 

 

50,710

 

Short-term investments

 

5,000

 

 

 

2

 

 

 

 

 

 

5,002

 

Total

$

650,575

 

 

$

1,201

 

 

$

(11,610

)

 

$

640,166

 


December 31, 2020
Amortized
Cost
Allowance for Expected Credit LossesGross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
Debt Securities:
  U.S. government obligations and agencies$59,529 $$157 $(55)$59,631 
  Corporate bonds416,758 (148)3,571 (337)419,844 
  Mortgage-backed and asset-backed securities319,377 1,175 (615)319,937 
  Municipal bonds11,990 138 12,128 
  Redeemable preferred stock7,993 (38)424 (58)8,321 
Total$815,647 $(186)$5,465 $(1,065)$819,861 

The following table provides the credit quality of investment securities with contractual maturities or the issuer of suchavailable-for-sale debt securities as of the dates presented (in(dollars in thousands):

 

September 30, 2017

 

 

December 31, 2016

 

 

 

 

 

 

% of Total

 

 

 

 

 

 

% of Total

 

June 30, 2021December 31, 2020

Comparable Ratings

 

Fair Value

 

 

Fair Value

 

 

Fair Value

 

 

Fair Value

 

Equivalent S&P Credit RatingsEquivalent S&P Credit RatingsFair Value% of Total
 Fair Value
Fair Value% of Total
 Fair Value

AAA

 

$

130,119

 

 

 

21.4

%

 

$

131,260

 

 

 

22.3

%

AAA$316,826 34.4 %$337,462 41.2 %

AA

 

 

268,056

 

 

 

44.0

%

 

 

275,480

 

 

 

46.7

%

AA130,445 14.1 %89,681 10.9 %

A

 

 

122,808

 

 

 

20.2

%

 

 

107,418

 

 

 

18.2

%

A275,345 29.9 %230,290 28.1 %

BBB

 

 

79,950

 

 

 

13.1

%

 

 

67,263

 

 

 

11.4

%

BBB197,939 21.5 %160,662 19.6 %

BB+ and Below

 

 

3,738

 

 

 

0.6

%

 

 

3,444

 

 

 

0.6

%

BB and BelowBB and Below%233 %

No Rating Available

 

 

4,508

 

 

 

0.7

%

 

 

4,498

 

 

 

0.8

%

No Rating Available1,245 0.1 %1,533 0.2 %

Total

 

$

609,179

 

 

 

100.0

%

 

$

589,363

 

 

 

100.0

%

Total$921,800 100.0 %$819,861 100.0 %


The tablestable above include comparableincludes credit quality ratings by Standard and Poor’s Rating Services, Inc. (“S&P”), Moody’s Investors Service, Inc. and Fitch Ratings, Inc.

The Company has presented the highest rating of the three rating agencies for each investment position.

11


Table of Contents

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

 

September 30, 2017

 

 

December 31, 2016

 

 

Cost or

 

 

 

 

 

 

Cost or

 

 

 

 

 

 

Amortized

 

 

 

 

 

 

Amortized

 

 

 

 

 

June 30, 2021December 31, 2020

 

Cost

 

 

Fair Value

 

 

Cost

 

 

Fair Value

 

Amortized
Cost
Fair ValueAmortized
Cost
Fair Value

Mortgage-backed Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed Securities:

Agency

 

$

119,469

 

 

$

118,387

 

 

$

110,724

 

 

$

109,022

 

Agency$153,303 $150,677 $153,937 $153,758 

Non-agency

 

 

15,418

 

 

 

15,334

 

 

 

19,408

 

 

 

19,265

 

Non-agency58,051 57,250 54,231 54,666 

Asset-backed Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-backed Securities:

Auto loan receivables

 

 

36,989

 

 

 

36,959

 

 

 

37,390

 

 

 

37,429

 

Auto loan receivables67,907 67,984 68,188 68,440 

Credit card receivables

 

 

35,869

 

 

 

35,846

 

 

 

38,640

 

 

 

38,568

 

Credit card receivables4,771 4,771 7,878 7,891 

Other receivables

 

 

11,576

 

 

 

11,572

 

 

 

10,517

 

 

 

10,492

 

Other receivables37,290 37,409 35,143 35,182 

Total

 

$

219,321

 

 

$

218,098

 

 

$

216,679

 

 

$

214,776

 

Total$321,322 $318,091 $319,377 $319,937 

The following table summarizes the fair value and gross unrealized losses ontables summarize available-for-sale debt securities, available for sale, aggregated by major investment categorysecurity type and length of time that individual securities have been in a continuous unrealized loss position, for which no allowance for expected credit losses has been recorded as of the dates presented (dollars(in thousands):
June 30, 2021
Less Than 12 Months12 Months or Longer
Number of
Issues
Fair ValueUnrealized
Losses
Number of
Issues
Fair ValueUnrealized
Losses
Debt Securities:
U.S. government obligations and agencies$34,227 $(279)$$
Corporate bonds178 255,550 (3,967)1,099 (2)
Mortgage-backed and asset-backed securities102 228,270 (3,885)415 (2)
Municipal bonds8,929 (152)
Redeemable preferred stock
Total292 $526,976 $(8,283)$1,514 $(4)

December 31, 2020
Less Than 12 Months12 Months or Longer
Number of
Issues
Fair ValueUnrealized
Losses
Number of
Issues
Fair ValueUnrealized
Losses
Debt Securities:
U.S. government obligations and agencies$31,729 $(55)$$
Corporate bonds27 28,791 (162)
Mortgage-backed and asset-backed securities42 112,462 (615)
Municipal bonds
Redeemable preferred stock688 (12)
Total79 $173,670 $(844)$$

Unrealized losses on available-for-sale debt securities in the above table as of June 30, 2021 have not been recognized into income as credit losses because the issuers are of high credit quality (investment grade securities), management does not intend to sell and it is likely management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions. There were no material factors impacting any one category or specific security requiring an accrual for credit loss. The issuers continue to make principal and interest payments on the bonds. The fair value is expected to recover as the bonds approach maturity.

12

Table of Contents


The following table presents a reconciliation of the beginning and ending balances for expected credit losses on available-for-sale debt securities (in thousands):

 

September 30, 2017

 

 

Less Than 12 Months

 

 

12 Months or Longer

 

 

Number of

 

 

 

 

 

 

Unrealized

 

 

Number of

 

 

 

 

 

 

Unrealized

 

 

Issues

 

 

Fair Value

 

 

Losses

 

 

Issues

 

 

Fair Value

 

 

Losses

 

Fixed Maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government obligations and agencies

 

10

 

 

$

47,102

 

 

$

(404

)

 

 

4

 

 

$

4,345

 

 

$

(120

)

Corporate bonds

 

100

 

 

 

76,577

 

 

 

(410

)

 

 

11

 

 

 

7,105

 

 

 

(97

)

Mortgage-backed and asset-backed securities

 

90

 

 

 

146,458

 

 

 

(1,196

)

 

 

8

 

 

 

13,063

 

 

 

(137

)

Municipal bonds

 

43

 

 

 

46,363

 

 

 

(601

)

 

 

15

 

 

 

24,714

 

 

 

(741

)

Redeemable preferred stock

 

13

 

 

 

1,518

 

 

 

(19

)

 

 

1

 

 

 

107

 

 

 

(4

)

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

2

 

 

 

5,683

 

 

 

(309

)

 

 

 

 

 

 

 

 

 

Mutual funds

 

5

 

 

 

293

 

 

 

(2

)

 

 

2

 

 

 

9,202

 

 

 

(2,065

)

Total

 

263

 

 

$

323,994

 

 

$

(2,941

)

 

 

41

 

 

$

58,536

 

 

$

(3,164

)

Corporate BondsMunicipal BondsRedeemable
 Preferred Stock
Total
Balance, December 31, 2019$$$$
Cumulative effect adjustment as of January 1, 2020665 126 791 
Increase (decrease)(517)(88)(605)
Balance, December 31, 2020148 38 186 
Increase (decrease)(59)(10)(68)
Balance, June 30, 2021$89 $$28 $118 

 

December 31, 2016

 

 

Less Than 12 Months

 

 

12 Months or Longer

 

 

Number of

 

 

 

 

 

 

Unrealized

 

 

Number of

 

 

 

 

 

 

Unrealized

 

 

Issues

 

 

Fair Value

 

 

Losses

 

 

Issues

 

 

Fair Value

 

 

Losses

 

Fixed Maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government obligations and agencies

 

11

 

 

$

70,453

 

 

$

(608

)

 

 

2

 

 

$

3,504

 

 

$

(62

)

Corporate bonds

 

116

 

 

 

96,379

 

 

 

(1,219

)

 

 

4

 

 

 

3,250

 

 

 

(80

)

Mortgage-backed and asset-backed securities

 

73

 

 

 

149,928

 

 

 

(1,923

)

 

 

5

 

 

 

9,660

 

 

 

(115

)

Municipal bonds

 

69

 

 

 

79,402

 

 

 

(3,726

)

 

 

 

 

 

 

 

 

 

Redeemable preferred stock

 

50

 

 

 

6,340

 

 

 

(158

)

 

 

 

 

 

 

 

 

 

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

1

 

 

 

18

 

 

 

(7

)

 

 

2

 

 

 

75

 

 

 

(115

)

Mutual funds

 

3

 

 

 

28,020

 

 

 

(774

)

 

 

2

 

 

 

11,529

 

 

 

(2,823

)

Total

 

323

 

 

$

430,540

 

 

$

(8,415

)

 

 

15

 

 

$

28,018

 

 

$

(3,195

)


Evaluating Investments for Other Than Temporary Impairment (“OTTI”)

At September 30, 2017, the Company held fixed maturity and equity

For available-for-sale debt securities that were in an unrealized loss position, as presented in the table above. For fixed maturity securities with significant declines in value, the Company performs quarterly fundamental credit analysis on a security-by-securityfirst assesses whether it intends to sell, or is more likely than not that it will be required to sell the security before recovery of its amortized cost basis.If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis which includes consideration of credit quality and credit ratings, review of relevant industry analyst reports and other available market data. is written down to fair value through income.For fixed maturity and equityavailable-for-sale debt securities that do not meet the aforementioned criteria, the Company considersevaluates whether it has the intent and ability to hold the securities for a period of time sufficient to recover its cost basis. Where the Company lacks the intent and ability to hold to recovery, or believes the recovery period is extended, the security’s decline in fair value has resulted from credit losses or other factors.In making this assessment, management considers the extent to which fair value is consideredless than amortized cost, any changes to the rating of the security by rating agencies, market sentiment and trends and adverse conditions specifically related to the security, among other than temporaryquantitative and is recorded in earnings. Based on our analysis, we believequalitative factors utilized for establishing an estimate for credit losses.If the assessment indicates that our fixed income portfolio isa credit loss exists, the present values of high quality and that we


will recovercash flows expected to be collected from the security are compared to the amortized cost basis of our fixed income securities. We continually monitorthe security.If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit quality of our fixed income investments to assess if itloss, limited by the amount that fair value is probableless than the amortized cost basis.Any impairment that we will receive our contractual or estimated cash flowshas not been recorded through an allowance for credit losses is recognized in other comprehensive income.


Changes in the form of principal and interest. Additionally,allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense.Losses are charged against the Company considers management’s intent and ability to hold the securities until recovery and its credit analysisallowance when management believes an available-for-sale debt security is confirmed as uncollected or when either of the individual issuers of the securities. Based on this process and analysis, management has no reasoncriteria regarding intent or requirement to believe the unrealized losses for securities available for sale at September 30, 2017 are other than temporary.

As of September 30, 2017, the Company held approximately $9.2 million equity securities that were in an unrealized loss position twelve months or longer. The unrealized loss on these equity securities was $2.1 million. Based on our analysis, the Company believes each equity security will recover in a reasonable period of time and the Company has the intent and ability to hold them until recovery. There were no OTTI losses recognized in the periods presented on the equity portfolio.  

sell is met.

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

September 30, 2017

 

Cost or

 

 

 

 

 

June 30, 2021

Amortized Cost

 

 

Fair Value

 

Amortized CostFair Value

Due in one year or less

$

42,233

 

 

$

42,233

 

Due in one year or less$13,195 $13,319 

Due after one year through five years

 

229,841

 

 

 

229,898

 

Due after one year through five years539,113 537,491 

Due after five years through ten years

 

47,716

 

 

 

47,879

 

Due after five years through ten years353,906 347,811 

Due after ten years

 

58,110

 

 

 

57,127

 

Due after ten years22,812 22,967 

Mortgage-backed and asset-backed securities

 

219,321

 

 

 

218,098

 

Perpetual maturity securities

 

13,336

 

 

 

13,944

 

Perpetual maturity securities165 212 

Total

$

610,557

 

 

$

609,179

 

Total$929,191 $921,800 

Expected


All securities, except those with perpetual maturities, may differ fromwere categorized in the table above utilizing years to effective maturity. Effective maturity takes into consideration all forms of potential prepayment, such as call features or prepayment schedules, that shorten the lifespan of contractual maturities because borrowers may have the right to call or prepay with or without penalty.

maturity dates.

13

Table of Contents

The following table provides certain information related to available-for-sale debt securities, available for saleequity securities and investment in real estate during the periods presented (in thousands):

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Proceeds from sales and maturities (fair value)

$

67,818

 

 

$

23,744

 

 

$

175,440

 

 

$

188,896

 

Gross realized gains

$

849

 

 

$

107

 

 

$

2,662

 

 

$

1,369

 

Gross realized losses

$

(46

)

 

$

(6

)

 

$

(212

)

 

$

(25

)

Three Months Ended
June 30,
Six Months Ended
June 30,
2021202020212020
Proceeds from sales and maturities (fair value):
  Available-for-sale debt securities$61,658 $57,169 $114,291 $99,682 
  Equity securities$3,589 $$5,165 $
Gross realized gains on sale of securities:
  Available-for-sale debt securities$895 $540 $1,017 $886 
  Equity securities$741 $$1,084 $
Gross realized losses on sale of securities:
  Available-for-sale debt securities$(1,140)$(372)$(1,464)$(419)
  Equity securities$$$$
Realized gains on sales of investment real estate$$$401 $

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

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Fixed maturities

$

2,977

 

 

$

2,456

 

 

$

8,893

 

 

$

6,447

 

Equity securities

 

348

 

 

 

223

 

 

 

1,068

 

 

 

666

 

Short-term investments

 

 

 

 

15

 

 

 

22

 

 

 

60

 

Other (1)

 

319

 

 

 

166

 

 

 

651

 

 

 

603

 

Total investment income

 

3,644

 

 

 

2,860

 

 

 

10,634

 

 

 

7,776

 

Less: Investment expenses (2)

 

(559

)

 

 

(556

)

 

 

(1,622

)

 

 

(1,725

)

Net investment (expense) income

$

3,085

 

 

$

2,304

 

 

$

9,012

 

 

$

6,051

 

Three Months Ended
June 30,
Six Months Ended
June 30,
2021202020212020
Available-for-sale debt securities$2,765 $6,016 $5,594 $12,031 
Equity securities652 604 1,243 1,149 
Cash and cash equivalents (1)15 95 26 886 
Other (2)267 260 535 514 
  Total investment income3,699 6,975 7,398 14,580 
Less: Investment expenses (3)(841)(796)(1,554)(1,567)
  Net investment income$2,858 $6,179 $5,844 $13,013 

(1)

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

(2)

(3)

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



Equity Securities
The following table provides the unrealized gains and losses recognized for the periods presented on equity securities still held at the end of the reported period (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2021202020212020
Unrealized gains (losses) recognized during the reported period on equity securities still held at the end of the reported period$1,546 $3,871 $1,027 $(4,154)

Assets Held for Sale
The Company has committed to a plan of sale for various real estate properties previously included in Investment Real Estate. The real estate properties are located in Florida. Proceeds from the sale are expected to exceed the properties’ carrying value of $7.1 million and, accordingly, no impairment loss was recognized on the classification of this real estate property as held for sale.

14

Table of Contents


Investment Real Estate

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

June 30,December 31,

September 30, 2017

 

 

December 31, 2016

 

20212020

Income Producing:

 

 

 

 

 

 

 

Income Producing:

Investment real estate

$

6,918

 

 

$

6,918

 

Investment real estate$7,087 $14,685 

Less: Accumulated depreciation

 

(415

)

 

 

(281

)

Less: Accumulated depreciation(1,106)(1,699)

 

6,503

 

 

 

6,637

 

5,981 12,986 

Non-Income Producing:

 

 

 

 

 

 

 

Non-Income Producing:  

Properties under development

 

9,821

 

 

 

4,798

 

Investment real estateInvestment real estate2,190 

Investment real estate, net

$

16,324

 

 

$

11,435

 

Investment real estate, net$5,981 $15,176 


During the first quarter of 2021, the Company completed the sale of an investment real estate property. The Company received net cash proceeds of approximately $2.6 million and recognized a pre-tax gain of approximately $0.4 million that is included in net realized gains (losses) on investments in the Condensed Consolidated Statements of Income for the six months ended June 30, 2021.

Depreciation expense related to investment real estate for the periods presented (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
 2021202020212020
Depreciation expense on investment real estate$46 $104 $92 $208 

15

Table of Contents

4. Reinsurance

The Company seeks to reduce its risk of loss by reinsuring certain levels of risk in various areas of exposure with other insurance enterprises or reinsurers, generally as of the beginning of the hurricane season on June 1st1st of each year. The Company’s current reinsurance program consistsprograms consist principally of catastrophe excess of loss reinsurance, subject to the terms and conditions of the applicable agreements. TheNotwithstanding the purchase of such reinsurance, the Company is responsible for certain retained loss amounts before reinsurance attaches and for insured losses related to catastrophes and other events in excess ofthat exceed coverage provided by itsthe reinsurance program.programs. The Company remains responsible for the settlement of insured losses irrespective of the ability ofwhether any of itsthe reinsurers fail to make payments otherwise due to the Company.

due.

Amounts recoverable from reinsurers are estimated in a manner consistent with the termsprovisions of the reinsurance contracts.contracts and consistent with the establishment of the gross liability for losses, LAE and other expenses. Reinsurance premiums, losses and loss adjustment expenses (“LAE”)LAE are accounted for on a basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts.

In order to

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

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

 

 

Ratings as of September 30, 2017

 

Due from as of

 

 

 

 

 

Standard

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and Poor's

 

Moody's

 

 

 

 

 

 

 

 

 

 

AM Best

 

Rating

 

Investors

 

September 30,

 

 

December 31,

 

Reinsurer

 

Company

 

Services

 

Service, Inc.

 

2017

 

 

2016

 

Allianz Risk Transfer

 

A+

 

AA-

 

n/a

 

$

186,479

 

 

$

 

AXIS Specialty Limited

 

A+

 

A+

 

A2

 

 

16,929

 

 

 

 

Everest Reinsurance Company

 

A+

 

A+

 

A1

 

 

63,104

 

 

 

 

Florida Hurricane Catastrophe Fund (1)

 

n/a

 

n/a

 

n/a

 

 

 

 

 

46,364

 

Renaissance Reinsurance Ltd

 

A+

 

AA-

 

A1

 

 

30,604

 

 

 

 

Total (2)

 

 

 

 

 

 

 

$

297,116

 

 

$

46,364

 

(1)

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

(2)

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

 Ratings as of June 30, 2021Due from as of
ReinsurerAM Best
Company
Standard
and Poor’s
Rating
Services, Inc.
Moody’s
Investors Service, Inc.
June 30, 2021December 31, 2020
Florida Hurricane Catastrophe Fund (1)n/an/an/a$37,341 $121,298 
Allianz Risk Transfer (Bermuda) Ltd.A+AAAa374,204 96,652 
Allianz Risk Transfer21,087 
Renaissance Reinsurance Ltd.A+A+A119,591 18,285 
Total (2)$131,136 $257,322 

(1)No rating is available because the fund is not rated.
(2)Amounts represent prepaid reinsurance premiums and net recoverables for paid and unpaid losses, including incurred but not reported reserves, and loss adjustment expenses.
The Company’s reinsurance arrangements had the following effect on certain items in the Condensed Consolidated Statements of Income for the periods presented (in thousands):

Three Months Ended September 30,

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

Losses and Loss

 

 

 

 

 

 

 

 

 

 

Losses and Loss

 

Three Months Ended June 30,

Premiums

 

 

Premiums

 

 

Adjustment

 

 

Premiums

 

 

Premiums

 

 

Adjustment

 

20212020

Written

 

 

Earned

 

 

Expenses

 

 

Written

 

 

Earned

 

 

Expenses

 

Premiums
Written
Premiums
Earned
Losses and Loss
Adjustment
Expenses
Premiums
Written
Premiums
Earned
Losses and Loss
Adjustment
Expenses

Direct

$

274,744

 

 

$

254,809

 

 

$

531,268

 

 

$

241,888

 

 

$

234,500

 

 

$

73,487

 

Direct$473,627 $392,574 $276,302 $404,685 $337,639 $162,446 

Ceded

 

(7,303

)

 

 

(80,292

)

 

 

(414,893

)

 

 

(151,432

)

 

 

(74,966

)

 

 

61

 

Ceded(568,489)(136,402)(109,081)(494,174)(111,269)(11,101)

Net

$

267,441

 

 

$

174,517

 

 

$

116,375

 

 

$

90,456

 

 

$

159,534

 

 

$

73,548

 

Net$(94,862)$256,172 $167,221 $(89,489)$226,370 $151,345 

Nine Months Ended September 30,

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

Losses and Loss

 

 

 

 

 

 

 

 

 

 

Losses and Loss

 

Six Months Ended June 30,

Premiums

 

 

Premiums

 

 

Adjustment

 

 

Premiums

 

 

Premiums

 

 

Adjustment

 

20212020

Written

 

 

Earned

 

 

Expenses

 

 

Written

 

 

Earned

 

 

Expenses

 

Premiums
Written
Premiums
Earned
Losses and Loss
Adjustment
Expenses
Premiums
Written
Premiums
Earned
Losses and Loss
Adjustment
Expenses

Direct

$

816,350

 

 

$

735,807

 

 

$

687,707

 

 

$

741,782

 

 

$

682,571

 

 

$

198,069

 

Direct$838,941 $768,180 $513,600 $739,238 $663,590 $335,689 

Ceded

 

(318,827

)

 

 

(230,722

)

 

 

(420,578

)

 

 

(298,365

)

 

 

(214,128

)

 

 

1,680

 

Ceded(585,289)(268,703)(202,416)(494,201)(216,391)(49,296)

Net

$

497,523

 

 

$

505,085

 

 

$

267,129

 

 

$

443,417

 

 

$

468,443

 

 

$

199,749

 

Net$253,652 $499,477 $311,184 $245,037 $447,199 $286,393 


16


Table of Contents

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

 

September 30,

 

 

December 31,

 

 

2017

 

 

2016

 

Prepaid reinsurance premiums

$

212,489

 

 

$

124,385

 

Reinsurance recoverable on unpaid losses and LAE

$

412,697

 

 

$

106

 

Reinsurance recoverable (payable) on paid losses

 

 

 

 

(1,532

)

Reinsurance receivable, net

 

 

 

 

186

 

Reinsurance recoverable (payable) and receivable

$

412,697

 

 

$

(1,240

)

June 30,December 31,
20212020
Prepaid reinsurance premiums$532,308 $215,723 
Reinsurance recoverable on paid losses and LAE$83,137 $40,895 
Reinsurance recoverable on unpaid losses and LAE113,157 119,522 
Reinsurance recoverable$196,294 $160,417 



17

Table of Contents

5. Insurance Operations

Deferred Policy Acquisition Costs

The Company defers certain costs in connection with written policies,premium, called Deferred Policy Acquisition Costs (“DPAC”). DPAC is amortized over the effective period of the related insurance policies.

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

Three Months Ended

 

 

Nine Months Ended

 

September 30,

 

 

September 30,

 

Three Months Ended
June 30,
Six Months Ended
June 30,

2017

 

 

2016

 

 

2017

 

 

2016

 

2021202020212020

DPAC, beginning of period

$

73,591

 

 

$

67,190

 

 

$

64,912

 

 

$

60,019

 

DPAC, beginning of period$111,193 $94,354 $110,614 $91,882 

Capitalized Costs

 

36,999

 

 

 

33,227

 

 

 

110,653

 

 

 

100,444

 

Capitalized Costs61,220 57,465 115,942 105,973 

Amortization of DPAC

 

(34,656

)

 

 

(32,117

)

 

 

(99,631

)

 

 

(92,163

)

Amortization of DPAC(56,442)(48,292)(110,585)(94,328)

DPAC, end of period

$

75,934

 

 

$

68,300

 

 

$

75,934

 

 

$

68,300

 

DPAC, end of period$115,971 $103,527 $115,971 $103,527 

Regulatory Requirements and Restrictions

The Insurance Entities are subject to regulations and standards of the Florida Office of Insurance Regulation (“FLOIR”). UPCICThe Insurance Entities are also is subject to regulations and standards of regulatory authorities in other states where it isthey are licensed, although as a Florida-domiciled insurer, itsinsurers, their principal regulatory authority is the FLOIR. These standards and regulations require the Insurance Entities to maintain specified levels of statutory capital and restrict the timing and amount of dividends and other distributions that may be paid by the Insurance Entities to the parent company. Except in the case of extraordinary dividends, these standards generally permit dividends to be paid from statutory unassigned surplus of the regulated subsidiary and are limited based on the regulated subsidiary’s level of statutory net income and statutory capital and surplus. The maximum dividend that may be paid by UPCIC and APPCICthe Insurance Entities to their immediate parent company, Protection Solutions, Inc. (“PSI”, formerly known as Universal Insurance Holding Company of Florida (“UVECF”)Florida), without prior regulatory approval is limited by the provisions of the Florida Statutes.Insurance Code. These dividends are referred to as “ordinary dividends.” However, if an ordinarythe dividend, together with other dividends paid within the preceding twelve months, exceeds this statutory limit or is paid from sources other than earned surplus, the entire dividend is generally considered an “extraordinary dividend” and must receive prior regulatory approval.

In accordance with Florida Statutes,Insurance Code, and based on the calculations performed by the Company as of December 31, 2020, UPCIC has the capacity to pay ordinary dividends of $57.7$2.1 million during 2017. 2021. APPCIC, does not have the capacitybased on its accumulated earnings as of December 31, 2020, is unable to pay any ordinary dividends during 2017.2021. For the ninethree and six months ended SeptemberJune 30, 2017, UPCIC paid dividends of $30.0 million to UVECF. No2021 and 2020, 0 dividends were paid from APPCICthe Insurance Entities to UVECF for the nine months ended September 30, 2017. Dividends paid to the shareholders of UVE in 2017 have been paid from the earnings of UVE and its non-insurance subsidiaries.  

PSI.

The Florida Insurance Code requires an insurance companiescompany to maintain capitalization equivalent to the greater of ten10 percent of the insurer’s total liabilities or $10.0 million.million as of June 30, 2021. The following table presents the amount of capital and surplus calculated in accordance with statutory accounting principles, which differ from U.S. GAAP, and an amount representing ten percent of total liabilities for both UPCIC and APPCICthe Insurance Entities as of the dates presented (in thousands):

September 30,

 

 

December 31,

 

2017

 

 

2016

 

June 30, 2021December 31, 2020

Ten percent of total liabilities

 

 

 

 

 

 

 

Statutory capital and surplusStatutory capital and surplus

UPCIC(1)

$

82,923

 

 

$

57,560

 

$347,674 $360,707 

APPCIC

$

655

 

 

$

464

 

APPCIC$16,505 $12,918 

Statutory capital and surplus

 

 

 

 

 

 

 

Ten percent of total liabilitiesTen percent of total liabilities

UPCIC

$

319,304

 

 

$

313,753

 

UPCIC$131,882 $98,682 

APPCIC

$

16,389

 

 

$

17,280

 

APPCIC$879 $1,793 

(1)As of the dates in the table above, statutory capital and surplus for UPCIC includes a $77 million capital contribution funded in February 2021 by UVE through PSI, the Insurance Entities’ parent company, which the FLOIR permitted to be included in the statutory capital and surplus at December 31, 2020 under statutory accounting principles. This contribution was not recognized on a U.S. GAAP basis at December 31, 2020.

As of the dates in the table above, both UPCIC and APPCICthe Insurance Entities each exceeded the minimum statutory capitalization requirement. UPCIC

The Insurance Entities also met the capitalization requirements of the other states in which it isthey were licensed as of SeptemberJune 30, 2017. UPCIC and APPCIC2021. The Insurance Entities each are also required to adhere to prescribed premium-to-capital surplus ratios and each have met those requirements at such dates.

18

Table of Contents

Through PSI, UVE recorded contributions for the periods presented (in thousands):

Three Months Ended
June 30,
Six Months Ended
June 30,
2021202020212020
Capital contributions$$$77,000 $30,000 
The following table summarizes combined net income for the Insurance Entities determined in accordance with statutory accounting practices for the periods presented (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
 2021202020212020
Combined net income$8,557 $7,636 $1,180 $4,402 
The Insurance Entities are required by various state laws and regulations to maintain certain assets in depository accounts. The following table represents assets held by insurance regulators as of the dates presented (in thousands):

September 30,

 

 

December 31,

 

2017

 

 

2016

 

June 30, 2021December 31, 2020

Restricted cash and cash equivalents

$

2,635

 

 

$

2,635

 

Restricted cash and cash equivalents$2,635 $2,635 

Investments

$

3,922

 

 

$

3,952

 

Investments$3,496 $3,550 



19

Table of Contents

6.Liability for Unpaid Losses and Loss Adjustment Expenses

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

Three Months Ended

 

 

Nine Months Ended

 

September 30,

 

 

September 30,

 

Three Months Ended
June 30,
Six Months Ended
June 30,

2017

 

 

2016

 

 

2017

 

 

2016

 

2021202020212020

Balance at beginning of period

$

22,645

 

 

$

60,144

 

 

$

58,494

 

 

$

98,840

 

Balance at beginning of period$315,780 $195,978 $322,465 $267,760 

Less: Reinsurance recoverable

 

(1,393

)

 

 

(2,958

)

 

 

(106

)

 

 

(13,540

)

Less: Reinsurance recoverable(118,671)(66,158)(119,522)(123,221)

Net balance at beginning of period

 

21,252

 

 

 

57,186

 

 

 

58,388

 

 

 

85,300

 

Net balance at beginning of period197,109 129,820 202,943 144,539 

Incurred (recovered) related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incurred related to:Incurred related to:  

Current year

 

116,262

 

 

 

73,721

 

 

 

265,811

 

 

 

199,907

 

Current year159,490 150,867 304,690 281,574 

Prior years

 

113

 

 

 

(173

)

 

 

1,318

 

 

 

(158

)

Prior years7,731 478 6,494 4,819 

Total incurred

 

116,375

 

 

 

73,548

 

 

 

267,129

 

 

 

199,749

 

Total incurred167,221 151,345 311,184 286,393 

Paid related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Paid related to:  

Current year

 

93,969

 

 

 

73,352

 

 

 

179,000

 

 

 

146,012

 

Current year151,348 120,724 205,829 182,502 

Prior years

 

15,912

 

 

 

5,077

 

 

 

118,771

 

 

 

86,732

 

Prior years47,481 38,889 142,797 126,878 

Total paid

 

109,881

 

 

 

78,429

 

 

 

297,771

 

 

 

232,744

 

Total paid198,829 159,613 348,626 309,380 

Net balance at end of period

 

27,746

 

 

 

52,305

 

 

 

27,746

 

 

 

52,305

 

Net balance at end of period165,501 121,552 165,501 121,552 

Plus: Reinsurance recoverable

 

412,697

 

 

 

1,904

 

 

 

412,697

 

 

 

1,904

 

Plus: Reinsurance recoverable113,157 26,107 113,157 26,107 

Balance at end of period

$

440,443

 

 

$

54,209

 

 

$

440,443

 

 

$

54,209

 

Balance at end of period$278,658 $147,659 $278,658 $147,659 



For the three months ended June 30, 2021, there was adverse prior years’ reserve development of $116.9 million gross, less $109.2 million ceded, resulting in $7.7 million net development. The direct and net prior years’ reserve development for the quarter ended June 30, 2021 was principally due to a direct increase in the ultimate losses for hurricanes of $109.1 million offset by ceded hurricane losses of $109.2 million resulting in net favorable development of $0.1 million. Direct losses increased for Hurricanes Irma, Sally, Michael and Matthew. Ceded losses benefited from changes to estimated non-Florida reinsurance coverage which has a lower attachment point. As a result of ceded losses exceeding direct losses, net losses development on prior hurricanes was favorable during second quarter of 2021. Excluding hurricanes, there was $7.8 million of direct and net prior years’ reserve development for the quarter ended June 30, 2021. This development, from the 2019 and prior accident years, resulted from the settlement on litigated claims exceeding prior estimated amounts.

During the three months ended June 30, 2020, there was adverse prior years’ reserve development of $11.6 million gross, less $11.1 million ceded, resulting in $0.5 million net development. The direct and net prior years’ reserve development for the quarter ended June 30, 2020 was principally due to an increase in ultimate losses and LAE for Hurricane Matthew.

For the six months ended June 30, 2021, there was adverse prior years’ reserve development of $209.0 million gross, less $202.5 million ceded, resulting in $6.5 million net. The direct and net prior year reserve development for the six months ended June 30, 2021 was principally due to a direct increase in the ultimate losses for several hurricanes of $201.2 million offset by ceded hurricane losses of $202.5 million resulting in net favorable development of $1.3 million. Direct losses increased for Hurricanes Irma, Sally, Michael and Matthew. Ceded losses benefited from changes to estimated non-Florida reinsurance coverage which has a lower attachment point. This benefit was offset by increases in previously estimated losses and LAE on Hurricane Irma for claims which are not recoverable from the Florida Hurricane Catastrophe Fund (“FHCF”). Excluding major hurricanes, there was $7.8 million of direct and net prior years’ reserve development for the six months ended June 30, 2021. This development, from the 2019 and prior accident years, resulted from the settlement on litigated claims exceeding prior estimated amounts.

For the six months ended June 30, 2020, there was adverse prior year reserve development of $54.1 million gross, less $49.3 million ceded, resulting in $4.8 million net. The direct and net prior year reserve development for the six months ended June 30, 2020 was principally due to increased ultimate losses and LAE for Hurricane Irma.
20

Table of Contents

7. Long-Term Debt

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

 

September 30,

 

 

December 31,

 

 

2017

 

 

2016

 

Surplus note

$

13,235

 

 

$

14,338

 

Promissory note

 

 

 

 

690

 

Total

$

13,235

 

 

$

15,028

 

June 30,December 31,
20212020
Surplus note$7,721 $8,456 

In 2006, UPCIC entered into a $25.0 million surplus note with the State Board of Administration of Florida (the “SBA”) under Florida’s Insurance Capital Build-Up Incentive Program. The surplus note has a twenty-year term and accrues interest, adjusted quarterly based on the 10-year Constant Maturity Treasury Index. Principal and interest are paid periodically pursuant to terms of the surplus note.
UPCIC was in compliance with the terms of the surplus note as of SeptemberJune 30, 2017.

2021.

21


Table of Contents

8. Stockholders’ Equity

Common Stock

The following table summarizes


From time to time, the activity relating toCompany’s Board of Directors may authorize share repurchase programs under which the Company may repurchase shares of the Company’s common stock during the nine months ended September 30, 2017 (in thousands):

 

Issued

 

 

Treasury

 

 

Outstanding

 

 

Shares

 

 

Shares

 

 

Shares

 

Balance, as of December 31, 2016

 

45,324

 

 

 

(10,272

)

 

 

35,052

 

Shares repurchased

 

 

 

 

(761

)

 

 

(761

)

Vesting of performance share units

 

115

 

 

 

 

 

 

115

 

Stock option exercises

 

71

 

 

 

 

 

 

71

 

Common stock issued

 

26

 

 

 

 

 

 

26

 

Shares acquired through cashless exercise (1)

 

 

 

 

(63

)

 

 

(63

)

Shares cancelled

 

(63

)

 

 

63

 

 

 

 

Balance, as of September 30, 2017

 

45,473

 

 

 

(11,033

)

 

 

34,440

 

(1)

All shares acquired represent shares tendered to cover the strike price for options and tax withholdings on the intrinsic value of options exercised or performance share units vested. These shares have been cancelled by the Company.

In June 2016, UVE announced that its Board of Directors authorized a share repurchase program under which UVE may repurchase in the open market in compliance with Exchange Act Rule 10b-18 up to $20 millionmarket. The following table presents repurchases of its outstanding shares ofthe Company’s common stock through December 31, 2017. Duringfor the nine months ended September 30, 2017, UVEperiods presented (in thousands, except total number of shares repurchased 760,559 shares, at an aggregate price of approximately $17.9 million, pursuant to such repurchase program.

In September 2017, the Board of Directors authorized a share repurchase program under which UVE may repurchase in the open market in compliance with Exchange Act Rule 10b-18 up to $20 million of its outstanding shares of common stock through December 31, 2018. There were no shares of common stock repurchased under this program in September 2017.

Dividends

On January 23, 2017, UVE declared a cash dividend of $0.14and per share on its outstanding common stock paid on March 2, 2017, todata):


Total Number of SharesAverage
Repurchased During theAggregatePrice Per
Dollar AmountSix Months Ended June 30,PurchaseShare
Date AuthorizedExpiration DateAuthorized20212020Price RepurchasedPlan Completed
November 3, 2020November 3, 2022$20,000 15,444 $245 $15.87 
November 6, 2019December 31, 2021$40,000 884,175 $16,616 $18.79 November 2020
See the shareholders“Condensed Consolidated Statements of record at the closeStockholders’ Equity” for a roll-forward of business on February 17, 2017.

On April 12, 2017, UVE declared a cash dividendtreasury shares.




22

Table of $0.14 per share on its outstanding common stock paid on July 3, 2017, to the shareholders of record at the close of business on June 14, 2017.

On August 31, 2017, UVE declared a cash dividend of $0.14 per share on its outstanding common stock payable on October 24, 2017, to the shareholders of record at the close of business on September 12, 2017.

Contents


9. Income Taxes

During the three months ended SeptemberJune 30, 20172021 and 2016,2020, the Company recorded approximately $6.6$8.1 million and $17.3$7.6 million of income tax expense, respectively. The effective tax rate (“ETR”) for the three months ended SeptemberJune 30, 20172021 was 40.0%27.0% compared to a 39.1% effective tax rate27.5% ETR for the same period in the prior year.

2020.

During the ninesix months ended SeptemberJune 30, 20172021 and 2016,2020, the Company recorded approximately $41.4$18.1 million and $54.4$15.1 million of income tax expense, respectively. The effective tax rateETR for the ninesix months ended SeptemberJune 30, 20172021 was 37.0%27.2% compared to a 38.8% effective tax rate27.4% ETR for the same period in the prior year.

During the nine months ended September 30, 2017, the Company’s excess tax benefit of $0.8 million was reflected as an income tax benefit in the condensed consolidated statements of income as a component of the provision for income taxes as a result of the adoption of the accounting guidance for share-based payment transactions. See “Note 2 – Significant Accounting Policies – Recently Adopted Accounting Pronouncements” for more information. 2020.

In addition, during the nine months ended September 30, 2017, the Company recorded another discrete item as a credit to income tax expense of $1.2 million resulting from anticipated recoveries of income taxes paid for the 2014-2015 tax years.

In arriving atcalculating these rates, the Company considersconsidered a variety of factors including the forecasted full year pre-tax results, the U.S. federal tax rate, of 35%, expected non-deductible expenses and estimated state income taxes. The Company’s final effective tax rateETR for the full year will be dependent on the level of pre-tax income, discrete items, the apportionment of taxable income among state tax jurisdictions and the extent of non-deductible expenses in relation to pre-tax income.

The Company’s income tax provision reflects an estimated annual ETR of 27.1% for 2021, calculated before the impact of discrete items. The effect of reporting discrete items through June 30, 2021 amounts to an increase to the annual estimated ETR of 10 basis points, resulting in a total annual estimated ETR of 27.2%. The annual estimated ETR includes a federal income tax rate of 21% and a state income tax rate, net of federal benefit, of 2.9%.
Deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of assets and liabilities at the enacted tax rates. The Company reviews its deferred tax assets regularly for recoverability. Management has reviewed all available evidence, both positive and negative, in determining the need for a valuation allowance with respect to the gross deferred tax assets. In reviewing the gross deferred tax assets, management has concluded that the likelihood for utilization of these deferred tax assets is certain (greater than 50%) and determined that a valuation allowance on any of the deferred tax assets is not required. Management will continue to analyze the gross deferred tax assets on a quarterly basis to determine whether there is a need for a valuation allowance in the future.
The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. TheAs of June 30, 2021, the Company’s 20142017 through 20162019 tax years are still subject to examination by the Internal Revenue Service and variousvarious tax years remain open to examination in certain state jurisdictions.


23


Table of Contents

10. Earnings Per Share

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

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

Three Months Ended

 

 

Nine Months Ended

 

September 30,

 

 

September 30,

 

Three Months Ended
June 30,
Six Months Ended
June 30,

2017

 

 

2016

 

 

2017

 

 

2016

 

2021202020212020

Numerator for EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator for EPS:

Net income

$

9,964

 

 

$

26,882

 

 

$

70,539

 

 

$

85,756

 

Net income$21,941 $19,882 $48,349 $39,949 

Less: Preferred stock dividends

 

(3

)

 

 

(3

)

 

 

(8

)

 

 

(8

)

Less: Preferred stock dividends(2)(2)(5)(5)

Income available to common stockholders

$

9,961

 

 

$

26,879

 

 

$

70,531

 

 

$

85,748

 

Income available to common stockholders$21,939 $19,880 $48,344 $39,944 

Denominator for EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator for EPS:  

Weighted average common shares outstanding

 

34,686

 

 

 

35,042

 

 

 

34,927

 

 

 

34,878

 

Weighted average common shares outstanding31,240 32,102 31,224 32,347 

Plus: Assumed conversion of stock-based

compensation (1)

 

904

 

 

 

656

 

 

 

965

 

 

 

691

 

Plus: Assumed conversion of share-based compensation (1)Plus: Assumed conversion of share-based compensation (1)45 43 43 68 

Assumed conversion of preferred stock

 

25

 

 

 

25

 

 

 

25

 

 

 

25

 

Assumed conversion of preferred stock25 25 25 25 

Weighted average diluted common shares

outstanding

 

35,615

 

 

 

35,723

 

 

 

35,917

 

 

 

35,594

 

Weighted average diluted common shares outstanding31,310 32,170 31,292 32,440 

Basic earnings per common share

$

0.29

 

 

$

0.77

 

 

$

2.02

 

 

$

2.46

 

Basic earnings per common share$0.70 $0.62 $1.55 $1.23 

Diluted earnings per common share

$

0.28

 

 

$

0.75

 

 

$

1.96

 

 

$

2.41

 

Diluted earnings per common share$0.70 $0.62 $1.54 $1.23 

(1)

(1)Represents the dilutive effect of unexercised stock options, unvested Restricted Stock,performance share units, unvested Performance Share Unitsrestricted stock units and unexercised Stock Options.

unvested restricted stock.




24

Table of Contents

11. Other Comprehensive Income (Loss)

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

 

Three Months Ended September 30,

 

 

2017

 

 

2016

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

Net unrealized gains (losses) on investments available for sale

   arising during the period

$

1,207

 

 

$

461

 

 

$

746

 

 

$

(694

)

 

$

(265

)

 

$

(429

)

Less: Amounts reclassified from accumulated other

   comprehensive income (loss)

 

(803

)

 

 

(308

)

 

 

(495

)

 

 

(101

)

 

 

(39

)

 

 

(62

)

Net current period other comprehensive income (loss)

$

404

 

 

$

153

 

 

$

251

 

 

$

(795

)

 

$

(304

)

 

$

(491

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

2017

 

 

2016

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

Net unrealized gains (losses) on investments available for sale

   arising during the period

$

9,248

 

 

$

3,535

 

 

$

5,713

 

 

$

10,460

 

 

$

3,998

 

 

$

6,462

 

Less: Amounts reclassified from accumulated other

   comprehensive income (loss)

 

(2,450

)

 

 

(938

)

 

 

(1,512

)

 

 

(1,344

)

 

 

(513

)

 

 

(831

)

Net current period other comprehensive income (loss)

$

6,798

 

 

$

2,597

 

 

$

4,201

 

 

$

9,116

 

 

$

3,485

 

 

$

5,631

 


 Three Months Ended June 30,
 20212020
 Pre-taxTaxAfter-taxPre-taxTaxAfter-tax
Net changes related to available-for-sale securities:
Unrealized holding gains arising during the period$10,264 $2,454 $7,810 $34,661 $8,466 $26,195 
Less: Reclassification adjustments for (gains) losses
 realized in net income
245 59 186 (168)(41)(127)
Other comprehensive income (loss)$10,509 $2,513 $7,996 $34,493 $8,425 $26,068 

 Six Months Ended June 30,
 20212020
 Pre-taxTaxAfter-taxPre-taxTaxAfter-tax
Net changes related to available-for-sale securities:
Unrealized holding gains arising during the period$(12,161)$(2,907)$(9,254)$23,435 $5,961 $17,474 
Less: Reclassification adjustments for (gains) losses
 realized in net income (loss)
447 107 340 (467)(115)(352)
Other comprehensive income (loss)(11,714)(2,800)(8,914)22,968 5,846 17,122 
Reclassification adjustment to retained earnings (1)791 194 597 
Change in accumulated other comprehensive income$(11,714)$(2,800)$(8,914)$23,759 $6,040 $17,719 

(1)Effective January 1, 2020, the Company adopted Accounting Standard Update 2016-13. This amount represents reclassifications to retained earnings associated with the allowance for expected credit losses within accumulated other comprehensive income relating to available-for-sale debt security investments.

The following table provides the reclassificationsreclassification adjustments for gains (losses) out of accumulated other comprehensive income for the periods presented (in thousands):

 

 

Amounts Reclassified from Accumulated

 

 

 

 

 

Other Comprehensive Income (Loss)

 

 

 

Details about Accumulated Other

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

Affected Line Item in the Statement

Comprehensive Income (Loss) Components

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

Where Net Income is Presented

Unrealized gains (losses) on

   investments available for sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

803

 

 

$

101

 

 

$

2,450

 

 

$

1,344

 

 

Net realized gains (losses) on investments

 

 

 

(308

)

 

 

(39

)

 

 

(938

)

 

 

(513

)

 

Income taxes

 

 

$

495

 

 

$

62

 

 

$

1,512

 

 

$

831

 

 

Net of tax



Details about Accumulated
Other Comprehensive
Income (Loss) Components
Amount Reclassified from Accumulated
Other Comprehensive Income (Loss)
Affected Line Item in the Statement Where Net
Income is Presented
Three Months Ended
June 30,
Six Months Ended
June 30,
2021202020212020
Unrealized gains (losses) on
available-for-sale debt securities
$(245)$168 $(447)$467 Net realized gains (losses) on sale of securities
59 (41)107 (115)Income taxes
Total reclassification for the period$(186)$127 $(340)$352 Net of tax


25

Table of Contents

12. Commitments and Contingencies

Obligations under Multi-Year Reinsurance Contracts
The Company purchases reinsurance coverage to protect its capital and to limit its losses when certain major events occur. The majority of the Company’s reinsurance commitments run from June 1st of the current year to May 31st of the following year. Certain of the Company’s reinsurance agreements are for periods longer than one year. Amounts payable for coverage during the current June 1st to May 31st contract period are recorded as “Reinsurance Payable, net” in the Condensed Consolidated Balance Sheet. Effective March 26, 2021, UPCIC entered into a three-year reinsurance agreement with Cosaint Re Pte. Ltd., a reinsurance entity incorporated in Singapore that correspondingly issued notes in a Rule 144A offering to raise proceeds to collateralize its obligations under this agreement. Amounts payable for coverage for the first year of the reinsurance agreement with Cosaint Re Pte. Ltd. are also recorded as “Reinsurance Payable, net”. Multi-year contract commitments for future years will be recorded at the commencement of the coverage period. Amounts payable for future reinsurance contract years that the Company is obligated to pay are: (1) $94.3 million in 2022; (2) $138.2 million in 2023 and (3) $72.1 million in 2024.
Litigation

Lawsuits are filed against the Company from time to time. Many of these lawsuits involve claims under policies that we underwritethe Company underwrites and reservereserves for as an insurer. We believe that the resolution of these claims will not have a material adverse effect on our financial condition or results of operations. We areThe Company is also involved in various other legal proceedings and litigation unrelated to claims under ourthe Company’s policies that arise in the ordinary course of business operations. Management believes that any liabilities that may arise as a result of these legal matters will not have a material adverse effect on ourthe Company’s financial condition or results of operations. The Company contests liability and/or the amount of damages as appropriate in each pending matter.

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

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



26

Table of Contents

13. Fair Value Measurements

U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. U.S. GAAP describes three approaches to measuring the fair value of assets and liabilities: the market approach, the income approach and the cost approach. Each approach includes multiple valuation techniques. U.S. GAAP does not prescribe which valuation technique should be used when measuring fair value, but does establish a fair value hierarchy that prioritizes the inputs used in applying the various techniques. Inputs broadly refer to the assumptions that market participants use to make pricing decisions, including assumptions about risk. Level 1 inputs are given the highest priority in the hierarchy while Level 3 inputs are given the lowest priority. Assets and liabilities carried at fair value are classified in one of the following three categories based on the nature of the inputs to the valuation technique used:

Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 — Unobservable inputs that are not corroborated by market data. These inputs reflect management’s best estimate of fair value using its own assumptions about the assumptions a market participant would use in pricing the asset or liability.

Summary of significant valuation techniquesSignificant Valuation Techniques for assets measuredAssets Measured at fair valueFair Value on a recurring basis

Recurring Basis

Level 1

Common stock: Comprise actively traded, exchange-listed U.S. and international equity securities. Valuation is based on unadjusted quoted prices for identical assets in active markets that the Company can access.

Mutual funds: funds and other: Comprise actively traded funds. Valuation is based on daily quoted net asset values for identical assets in active markets that the Company can access.

Level 2

U.S. government obligations and agencies: Comprise U.S. Treasury Bills or Notes or U.S. Treasury Inflation Protected Securities. The primary inputs to the valuation include quoted prices for identical assets in inactive markets or similar assets in active or inactive markets, contractual cash flows, benchmark yields and credit spreads.

Corporate bonds: Comprise investment-grade fixed incomedebt securities. The primary inputs to the valuation include quoted prices for identical assets in inactive markets or similar assets in active or inactive markets, contractual cash flows, benchmark yields and credit spreads.

Mortgage-backed and asset-backed securities: Comprise securities that are collateralized by mortgage obligations and other assets. The primary inputs to the valuation include quoted prices for identical assets in inactive markets or similar assets in active or inactive markets, contractual cash flows, benchmark yields, collateral performance and credit spreads.

Municipal bonds: Comprise fixed incomedebt securities issued by a state, municipality or county. The primary inputs to the valuation include quoted prices for identical assets in inactive markets or similar assets in active or inactive markets, contractual cash flows, benchmark yields and credit spreads.

Redeemable preferred stock: Comprise preferred stock securities that are redeemable. The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active.

Short-term investments: Comprise investment securities subject to re-measurement with original maturities within one year but more than three months. The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active.

As required by U.S. GAAP, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the placement of the asset or liability within the fair value hierarchy levels.


27


Table of Contents

The following tables set forth by level within the fair value hierarchy the Company’s assets that were measured at fair value including those on a recurring basis as of the dates presented (in thousands):

Fair Value Measurements

 

September 30, 2017

 

Fair Value Measurements

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

June 30, 2021

Fixed Maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1Level 2Level 3Total
Available-For-Sale Debt Securities:Available-For-Sale Debt Securities:    

U.S. government obligations and agencies

$

 

 

$

55,016

 

 

$

 

 

$

55,016

 

U.S. government obligations and agencies$$37,154 $$37,154 

Corporate bonds

 

 

 

 

215,831

 

 

 

 

 

 

215,831

 

Corporate bonds543,266 543,266 

Mortgage-backed and asset-backed securities

 

 

 

 

218,098

 

 

 

 

 

 

218,098

 

Mortgage-backed and asset-backed securities318,091 318,091 

Municipal bonds

 

 

 

 

106,290

 

 

 

 

 

 

106,290

 

Municipal bonds14,761 14,761 

Redeemable preferred stock

 

 

 

 

13,944

 

 

 

 

 

 

13,944

 

Redeemable preferred stock8,528 8,528 

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Securities:

Common stock

 

5,683

 

 

 

 

 

 

 

 

 

5,683

 

Common stock7,767 7,767 

Mutual funds

 

20,392

 

 

 

 

 

 

 

 

 

20,392

 

Mutual funds and other Mutual funds and other87,923 87,923 

Total assets accounted for at fair value

$

26,075

 

 

$

609,179

 

 

$

 

 

$

635,254

 

Total assets accounted for at fair value$95,690 $921,800 $$1,017,490 

Fair Value Measurements

 

December 31, 2016

 

Fair Value Measurements

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

December 31, 2020

Fixed Maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1Level 2Level 3Total
Available-For-Sale Debt Securities:Available-For-Sale Debt Securities:

U.S. government obligations and agencies

$

 

 

$

74,267

 

 

$

 

 

$

74,267

 

U.S. government obligations and agencies$$59,631 $$59,631 

Corporate bonds

 

 

 

 

191,430

 

 

 

 

 

 

191,430

 

Corporate bonds419,844 419,844 

Mortgage-backed and asset-backed securities

 

 

 

 

214,776

 

 

 

 

 

 

214,776

 

Mortgage-backed and asset-backed securities319,937 319,937 

Municipal bonds

 

 

 

 

91,197

 

 

 

 

 

 

91,197

 

Municipal bonds12,128 12,128 

Redeemable preferred stock

 

 

 

 

12,691

 

 

 

 

 

 

12,691

 

Redeemable preferred stock8,321 8,321 

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Securities:

Common stock

 

93

 

 

 

 

 

 

 

 

 

93

 

Common stock2,435 2,435 

Mutual funds

 

50,710

 

 

 

 

 

 

 

 

 

50,710

 

Mutual funds82,452 82,452 

Short-term investments

 

 

 

 

5,002

 

 

 

 

 

 

5,002

 

Total assets accounted for at fair value

$

50,803

 

 

$

589,363

 

 

$

 

 

$

640,166

 

Total assets accounted for at fair value$84,887 $819,861 $$904,748 

The Company utilizes third-party independent pricing services that provide a price quote for each fixed maturity, equityavailable-for-sale debt security and short-term investment.equity security. Management reviews the methodology used by the pricing services. If management believes that the price used by the pricing service does not reflect an orderly transaction between participants, management will use an alternative valuation methodology. There were no adjustments made by the Company to the prices obtained from the independent pricing source for any fixed maturitiesavailable-for-sale debt security or equity securitiessecurity included in the tables above.

The following table summarizes the carrying value and estimated fair values of the Company’s financial instruments that are not carried at fair value as of the dates presented (in thousands):

September 30, 2017

 

 

December 31, 2016

 

 

 

 

 

(Level 3)

 

 

 

 

 

 

(Level 3)

 

 

 

 

 

Estimated Fair

 

 

 

 

 

 

Estimated Fair

 

June 30, 2021December 31, 2020

Carrying Value

 

 

Value

 

 

Carrying Value

 

 

Value

 

Carrying Value(Level 3)
Estimated Fair Value
Carrying Value(Level 3)
Estimated Fair Value

Liabilities (debt):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities (debt):

Surplus note

$

13,235

 

 

$

11,949

 

 

$

14,338

 

 

$

13,282

 

Surplus note$7,721 $7,367 $8,456 $8,291 

Promissory note

$

 

 

$

 

 

$

690

 

 

$

690

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 3

Long-term debt: The fair value of the surplus note was determined by management from the expected cash flows discounted using the interest rate quoted by the holder. The State Board of Administration of Florida (“SBA”)SBA is the holder of the surplus note and the quoted interest rate is below prevailing rates quoted by private lending institutions. However, as the Company’s use of funds from the surplus note is limited by the terms of the agreement, the Company has determined the interest rate quoted by the SBA to be appropriate for purposes of establishing the fair value of the note.

28

Table of Contents

14. Variable Interest Entities

The fair valueCompany entered into a reinsurance captive arrangement with Isosceles Insurance Ltd. acting in respect of “Separate Account UVE-01”, a VIE in the normal course of business and consolidated the VIE since the Company is the primary beneficiary. The primary beneficiary analysis includes a review of the promissory noteVIE’s capital structure, related contractual relationships and terms, nature of the VIE’s operations and purpose, nature of the VIE’s interests issued and the Company’s involvement with the entity. When assessing the need to consolidate a VIE, the Company evaluates the design of the VIE as well as the related risks to which the entity was designed to expose the variable interest holders. The primary beneficiary is not materially different thanthe entity that has both (i) the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. While also considering these factors, the consolidation conclusion depends on the Company’s decision-making ability and its carrying value.

ability to influence activities that significantly affect the economic performance of the VIE.


On a consolidated basis, the balance sheet classification and exposure is comprised of $3.5 million of restricted cash held in a reinsurance trust account, which can be used only to settle specific reinsurance obligations of that VIE.
29

Table of Contents14.

15. Subsequent Events


The Company performed an evaluation of subsequent events through the date the Financial Statementsfinancial statements were issued and determined there were no recognized or unrecognized subsequent events that would require an adjustment or additional disclosure in the Financial Statementscondensed consolidated financial statements as of SeptemberJune 30, 2017.

2021.


On July 19, 2021, the Company declared a quarterly cash dividend of $0.16 per share of common stock payable August 9, 2021, to shareholders of record on August 2, 2021.


30

Table of Contents

Item

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

Unless the context otherwise requires, all references to “we,” “us,” “our,” and “Company” refer to Universal Insurance Holdings, Inc. (“UIH”) and its wholly-owned subsidiaries. You should read the following discussion together with our unaudited condensed consolidated financial statements (“Financial Statements”) and the related notes thereto included in Part“Part I, Item 1 “Financial Statements.1—Financial Statements, and our audited condensed consolidated financial statements and the related notes thereto included in “Part II, Item 8—Financial Statements and Supplementary Data” in our Annual Report on Form 10-K for the year ended December 31, 2020. Operating results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for the year.


Cautionary Note Regarding Forward-Looking Statements

In addition to historical information, the following discussionthis report may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act. Forward-lookingAct of 1934, as amended (the “Exchange Act”). The forward-looking statements anticipate results based on our estimates, assumptions and plans that are subject to uncertainty. These forward-looking statements may be identified by their use of words like “plans,” “seeks,” “expects,” “will,” “should,” “anticipates,” “estimates,” “intends,” “believes,” “likely,” “targets,” and other words with similar meanings. These statements may address, among other things, our strategy for growth, catastrophe exposure and other risk management, product development, investment results, regulatory approvals, market position, expenses, financial results, litigation and reserves. We believe that these statements are based on various factorsreasonable estimates, assumptions and plans. However, if the estimates, assumptions that include known and unknownor plans underlying the forward-looking statements prove inaccurate or if other risks andor uncertainties some of which are beyond our control and cannot be predicted or quantified. Certain statements made in this report reflect management’s expectations regarding future events, and the words “expect,” “estimate,” “anticipate,” “believe,” “intend,” “project,” “plan” and similar expressions and variations thereof, speak only as of the date the statement was made and are intended to identify forward-looking statements. Such statements may include, but not be limited to, projections of revenues, income or loss, expenses, plans, as well as assumptions relating to the foregoing. Futurearise, actual results could differ materially from those communicated in the following discussion and those described inthese forward-looking statements as a result of the risks set forth below, which are a summary of those set forth in our Annual Report on Form 10-K for the year ended December 31, 2016.

2020. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Risks Relating toand uncertainties that may affect, or have affected, our Business

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

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

include, but are not limited to, the following:

Our success depends in part on our ability to accurately price the risks we underwrite,

Unanticipated increases in the severity or frequency of claims, may adversely affect our profitabilityincluding those relating to catastrophes, severe weather events and financial condition,

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

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

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

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

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

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

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

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

Wewhich, in some instances, have enteredexceeded, and in the future may enter new markets, but there can be no assurance thatexceed our diversification and growth strategy will be effective,

reserves established for claims;

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

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

The failureFailure of our claims departmentrisk mitigation strategies, including failure to effectively manage claims could adversely affect our insurance business, financial resultsaccurately and capital requirements,

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

Our future results are dependent in part on our abilityadequately price the risks we underwrite and to successfully operate in a highly competitive insurance industry,


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

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

Lack of effectiveness ofinclude effective exclusions and other loss limitation methods in our insurance policies;

Loss of independent insurance agents and inability to attract new independent agents;
Reliance on models, which are inherently uncertain, as a tool to evaluate risks;
The continued availability of reinsurance at current levels and prices, and our ability to collect payments due from our reinsurers;
Changes in industry trends, including changes due to the insurancecyclical nature of the industry and increased competition;
Geographic concentration of our business in Florida and the effectiveness of our growth and diversification strategy in new markets;
Loss of key personnel and inability to attract and retain talented employees;
Failure to comply with existing and future guidelines, policies we writeand legal and regulatory standards;
The ability of our claims professionals to effectively manage claims;
Litigation or regulatory actions that could have a material adverse effectresult in significant damages, fines or penalties;
A downgrade in our Financial Stability Rating® and its impact on our financial conditioncompetitive position, the marketability of our product offerings, our liquidity and profitability;
The impact on our business and reputation of data and security breaches due to cyber-attacks or our resultsinability to effectively adapt to changes in technology;
Our dependence on the returns of operations.

Risks Relating to Investments

Weour investment portfolio, which are subject to market risk which may adversely affect investment income, and

risk;

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

Risks Relating to the Insurance Industry

We are subject to extensive regulation and potential further restrictive regulation maytax changes that increase our operating costs and limitdecrease our growth,

UVE is a holding company and, consequently, its cash flow is dependentprofitability, such as limitations on dividends and other permissible payments from its subsidiaries,

Regulations limiting rate changes and requiring usor requirements to participate in loss sharing or assessments may decreasesharing;

Our dependence on dividends and permissible payments from our profitability,

subsidiaries;

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

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

Risks Relating to Debt Obligations

Our revolving line of credit has restrictive terms, and our failure to comply with anystatutory capital and surplus minimums and other regulatory and licensing requirements; and

The ongoing impact of these terms could have an adverse effectthe COVID-19 pandemic on our business and prospects, and

the economy in general.
31

Adverse capital

Table of Contents

OVERVIEW
We are a vertically integrated holding company offering property and creditcasualty insurance and value-added insurance services. We develop, market conditions may significantly affect our ability to meet liquidity needs or our ability to obtain credit on acceptable terms.

Risks Relating to Ownership of Our Common Stock

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

Any issuance of preferred stock could make it difficultunderwrite insurance products for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depressconsumers predominantly in the price of our common stock, and

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the results of operations and financial condition of Universal Insurance Holdings, Inc. and its wholly-owned consolidated subsidiaries. MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and accompanying notes in Item 1 above.

Overview

Universal Insurance Holdings, Inc. (“UVE,” and together with its wholly-owned subsidiaries, “we,” “our,” “us,” or “the Company”) is the largest private personal residential insurance company in Florida by direct written premium in-force, with approximately 9.9% market share ashomeowners line of June 30, 2017, according to the most recent data reported by the Florida Office of Insurance Regulation (“FLOIR”). Webusiness and perform substantially all aspects ofother insurance-related services for our primary insurance underwriting, policy issuance, general administrationentities, including risk management, claims management, and claims processing and settlement internally through our vertically integrated operations.distribution. Our wholly-owned licensedprimary insurance subsidiaries,entities, Universal Property & Casualty Insurance Company (“UPCIC”) and American Platinum Property and Casualty Insurance Company (“APPCIC”


and together with UPCIC, the “Insurance Entities”), currently write personal residentialoffer insurance policies, predominantly in Florida with $718.2 million in direct written premium for the nine months ended September 30, 2017. UPCIC also writes homeowners insurance policies in Alabama, Delaware, Georgia, Hawaii, Indiana, Maryland, Massachusetts, Michigan, Minnesota, New Jersey, North Carolina, Pennsylvania, South Carolina, and Virginia with $98.2 million in direct written premium for the nine months ended September 30, 2017, generated in those states. UPCIC is also licensed to issue policies in Iowa, New Hampshire, New York, and West Virginia. In October 2017, UPCIC wrote its first homeowners policy in New York. We believe thatproducts through both our longevity in the Florida market and our resulting depth of experience will enable us to continue to successfully grow our business in both hard and soft markets.

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

Over the past several years, we have grown our business both within Florida and elsewhere in the United States through our distribution network of approximately 8,600 licensed independent agents. Our goals are to profitably grow our business, invest in our vertically integrated structure, expand ourappointed independent agent network and return valueour online distribution channels across 19 states (primarily in Florida), with licenses to shareholders.write insurance in two additional states. The Insurance Entities seek to produce an underwriting profit (defined as earned premium minus losses, loss adjustment expense (“LAE”), policy acquisition costs and other operating costs) over the long term; maintain a conservative balance sheet to prepare for years in which the Insurance Entities are not able to achieve an underwriting profit; and generate investment income on assets.

The following Management’s Discussion and Analysis (“MD&A”) is intended to assist in an understanding of our financial condition and results of operations. This MD&A should be read in conjunction with our Financial Statements and accompanying Notes appearing elsewhere in this Report (the “Notes”). In addition, reference should be made to our audited Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements and “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2020. Except for the historical information contained herein, the discussions in this MD&A contain forward-looking statements that involve risks and uncertainties. Our future results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed above under “Cautionary Note Regarding Forward-Looking Statements.”
Trends
Impact of the COVID-19 Pandemic
Subsequent to March 2020, nearly all aspects of our business have been, and continue to be, conducted remotely. We have not seen a material impact from COVID-19 pandemic on our business, our financial position, our liquidity, or our ability to service our policyholders and maintain consistent operations. We continue to monitor local, state and federal guidance and will adjust workforce activities as appropriate. Although we have not experienced an adverse material impact from the COVID-19 pandemic, the ultimate impact of the pandemic on our business and on the economy in general cannot be predicted.
Court systems in key markets in which we operate, particularly in Florida, have been impacted by the COVID-19 pandemic. This has led to changes in certain court procedures and, in many cases, to delays in our ability to resolve contested claims. In our experience, delays in court proceedings can increase the amounts of judgments, settlements and related costs. In addition, these delays could affect our ability to pursue subrogation actions in a timely and cost-effective manner. As a result, as the effects of the COVID-19 pandemic evolve, continuing periods of judicial delays and revised procedures could have an adverse effect on our litigation outcomes.
New Florida Legislation
In its 2021 session, the Florida legislature adopted a series of legislative changes affecting the residential property insurance industry. Most of these changes in the law became effective as of July 1, 2021. Some of the changes reflect the legislature’s attempt to reduce abuses in the residential property insurance market and to improve market conditions by deterring solicited, inflated and fraudulent or otherwise non-meritorious claims. It is unclear whether these reforms will have their intended effect or will deter the types of abuses to which they are directed. In addition, some of the reforms are susceptible to legal challenges. The 2021 legislative changes also include additional consumer protections, certain increased regulations on insurers and additional oversight of insurers’ affiliates. Whether these changes are beneficial to consumers, insurers, insurance holding company systems or the residential property insurance market as a whole may not be fully known for some time.

KEY PERFORMANCE INDICATORS
The Company considers the measures and ratios in the following discussion to be key performance indicators for its businesses. Management believes that these indicators are helpful in understanding the underlying trends in the Company’s businesses. Some of these indicators are reported on a quarterly basis and others on an annual basis.
These indicators may not be comparable to other performance measures used by the Company’s competitors and should only be evaluated together with our key strategies include increasingcondensed consolidated financial statements and accompanying notes.
Definitions of Key Performance Indicators
Book Value Per Common Share ― total stockholders’ equity, adjusted for preferred stock liquidation, divided by the number of common shares outstanding as of a reporting period. Book value per common share is the excess of assets over liabilities at a reporting period attributed to each share of stock. Changes in book value per common share informs shareholders of retained equity in the Company on a per share basis which may assist in understanding market value trends for the Company’s stock.
Combined Ratio ― the combined ratiois a measure of underwriting profitability for a reporting period and is calculated by dividing total operating costs and expenses (which is made up of losses and LAE and general and administrative expenses) by premiums earned, net, which is net of ceded premiums earned. Changes to the combined ratio over time provide management with an understanding of costs to operate its business in relation to net premiums it is earning and the impact of rate, underwriting and other business management actions on underwriting profitability. A combined ratio below 100% indicates underwriting profit; a combined ratio above 100% indicates underwriting losses.
32

Table of Contents

Core Loss Ratio a common operational metric used in the insurance industry to describe the ratio of current accident year expected losses and LAE to premiums earned. Core loss ratio is an important measure identifying profitability trends of premiums in force. Core losses consists of all other losses and LAE, excluding weather events beyond those expected and prior years’ reserve development. The financial benefit from the management of claims, including claim fees ceded to reinsurers, is recorded in the condensed consolidated financial statements as a reduction to core losses.
Debt-to-Equity Ratio ― long-term debt divided by stockholders’ equity. This ratio helps management measure the amount of financing leverage in place in relation to equity and future leverage capacity.
Debt-to-Total Capital Ratio long-term debt divided by the sum of total stockholders’ equity and long-term debt (often referred to as total capital resources). This ratio helps management measure the amount of financing leverage in place (long-term debt) in relation to total capital resources and future leverage capacity.
Direct Premiums Written (“DPW”) ― reflects the total value of policies issued during a periodbefore considering premiums ceded to reinsurers. Direct premiums written, comprised of renewal premiums, endorsements and new business, is initially recorded as unearned premium in the balance sheet which is then earned pro-rata over the next year or remaining policy term. Direct premiums written reflects current trends in the Company’s sale of property and casualty insurance products and amounts that will be recognized as earned premiums in the future.
DPW (Florida) ― includes only DPW in the state of Florida. This measure allows management to analyze growth in our primary market and is also a measure of business concentration risk.
Expense Ratio (Including Policy Acquisition Cost Ratio and Other Operating Cost Ratio) ― calculated as general and administrative expenses as a percentage of premiums earned, net. General and administrative expenses is comprised of policy acquisition costs and other operating costs, which includes such items as underwriting costs, facilities and corporate overhead. The expense ratio, including the sub-expense ratios of policy acquisition cost ratio and other operating cost ratio, are indicators to management of the Company’s cost efficiency in acquiring and servicing its business and the impact of expense items to overall profitability.
Losses and Loss Adjustment Expense Ratio or Loss and LAE Ratio ― a measure of the cost of claims and claim settlement expenses incurred in a reporting period as a percentage of premiums earned in that same reporting period. Losses and LAE incurred in a reporting period includes both amounts related to the current accident year and prior accident years, if any, referred to as development. Ultimate losses and LAE are based on actuarial estimates with changes in those estimates recognized in the period the estimates are revised. Losses and LAE consist of claim costs arising from claims occurring and settling in the current period, an estimate of claim costs for reported but unpaid claims, an estimate of unpaid claim costs for incurred-but-not-reported claims and an estimate of claim settlement expenses associated with reported and unreported claims which occurred during the reporting period. The loss and LAE ratio can be measured on a direct basis, which includes losses and LAE divided by direct earned premiums, or on a net basis, which includes losses and LAE after amounts have been ceded to reinsurers divided by net earned premiums (i.e., direct premium earned less ceded premium earned). The net loss and LAE ratio is a measure of underwriting profitability after giving consideration to the effect of reinsurance. Trends in the net loss and LAE ratio are an indication to management of current and future profitability.
Monthly Weighted Average Renewal Retention Rate ― measures the monthly average of policyholders that renew their policies over the period of a calendar year. This measure allows management to assess customer retention.
Premiums Earned, Net ― the pro-rata portion of current and previously written premiums that the Company recognizes as earned premium during the reporting period, net of ceded premium earned. Ceded premiums are premiums paid or payable by the Company for reinsurance protection. Written premiums are considered earned and are recognized pro-rata over the policy coverage period. Premiums earned, net is a measure that allows management to identify revenue trends.
Policies in Force ― represents the number of active policies with coverage in effect as of the end of the reporting period. The change in the number of policies in force in Florida through continued profitableis a growth measure and organic growth; expanding into other states to diversify our revenue and risk; optimizing our reinsurance program; and continuing to provide high quality service to our policyholders. We believe eachprovides management with an indication of these strategies in recent years has contributed towards earnings and earnings per share as well as an improvementprogress toward achieving strategic objectives. Inherent seasonality in our overall financial condition. See “—Results of Operations” below for a discussion of our results for the three and nine months ended September 30, 2017 comparedbusiness makes this measure more useful when comparing each quarter’s balance to the same periodsquarter in 2016.

Our overall organic growth strategy emphasizes taking prudent measures to increase our footprint and increase our policy count and to improveprior years.

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

As a result of our organic growth strategy and initiatives, we have seen increases in policy count and insured value in all states for over two years. The percentage of our total insured value for states outside of Florida increased from 19.7% as of September 30, 2016 to 24.9% as of September 30, 2017. The following table provides direct written premium for Florida and other states for the three and nine months ended September 30, 2017 and 2016 (dollars in thousands):

 

For the Three Months Ended

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

 

September 30, 2016

 

 

Growth

year over year

 

State

Direct Written Premium

 

 

%

 

 

Direct Written Premium

 

 

%

 

 

$

 

 

%

 

Florida

$

238,309

 

 

 

86.7

%

 

$

215,634

 

 

 

89.1

%

 

$

22,675

 

 

 

10.5

%

Other states

 

36,435

 

 

 

13.3

%

 

 

26,254

 

 

 

10.9

%

 

 

10,181

 

 

 

38.8

%

Total

$

274,744

 

 

 

100.0

%

 

$

241,888

 

 

 

100.0

%

 

$

32,856

 

 

 

13.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

 

September 30, 2016

 

 

Growth

year over year

 

State

Direct Written Premium

 

 

%

 

 

Direct Written Premium

 

 

%

 

 

$

 

 

%

 

Florida

$

718,177

 

 

 

88.0

%

 

$

672,477

 

 

 

90.7

%

 

$

45,700

 

 

 

6.8

%

Other states

 

98,173

 

 

 

12.0

%

 

 

69,305

 

 

 

9.3

%

 

 

28,868

 

 

 

41.7

%

Total

$

816,350

 

 

 

100.0

%

 

$

741,782

 

 

 

100.0

%

 

$

74,568

 

 

 

10.1

%


Third-Quarter 2017 Highlights

Grossannual direct written premiums overall grewpreviously recorded by $32.9 million, or 13.6%, to $274.7 million comparedthe Company for policies which are still active as of the reporting date. This measure assists management in measuring the level of insured exposure and progress toward meeting revenue goals for the current year, and provides an indication of business available for renewal in the next twelve months. Inherent seasonality in our business makes this measure more useful when comparing each quarter’s balance to the thirdsame quarter in 2016.

prior years.
Return on Average Equity (“ROAE”) ― calculated by dividing earnings (loss) per common share by average book value per common share. Average book value per common share is computed as the sum of book value per common share at the beginning and the end of a period, divided by two. ROAE is a capital profitability measure of how effectively management creates profits per common share.

Highest quarterly written premiumTotal Insured Value ― represents the amount of insurance limits available on a policy for a single loss based on all policies active as of the reporting date.This measure assists management in measuring the Company’s history, and highest quarterly ratelevel of growth (total 13.6%) both inside Florida (10.5%) and in other states (38.8%).

insured exposure.

Net earnedUnearned Premiums represents the portion of direct premiums grew by $15.0 million, or 9.4%, to $174.5 million comparedcorresponding to the thirdtime period remaining on an insurance policy and available for future earning by the Company. Trends in unearned premiums generally indicate expansion, if growing, or contraction, if reducing, which are important indicators to management. Inherent seasonality in our business makes this measure more useful when comparing each quarter’s balance to the same quarter in 2016.

prior years.
33

Table of Contents

Total revenues increased by $17.8 million, or 10.3%, to $190.2 million compared to the third quarter in 2016.

Hurricane Irma,Weather eventsan estimate of losses and LAE from weather events and increases tooccurring during the current accident year that exceed initial estimates of expected weather events when establishing the core loss ratio affected results during the third quarterfor each accident year. This metric informs management of 2017.

factors impacting overall current year profitability.

Expense ratio improved from 34.3% in 2016

REINSURANCE
Reinsurance enables our Insurance Entities to 32.8% in 2017, quarter over quarter.

Declared dividendslimit potential exposures to catastrophic events. Reinsurance contracts are typically classified as treaty or facultative contracts. Treaty reinsurance provides coverage for all or a portion of $0.14 per share.

Repurchased approximately 406 thousand shares during the quarter at an aggregate costa specified group or class of $9.0 million pursuant to the Company’s 2016 stock buyback program.

New $20 million stock buyback program authorizedrisks ceded by the Boardprimary insurer, while facultative reinsurance provides coverage for specific individual risks. Within each classification, reinsurance can be further classified as quota share or excess of Directors.

UPCIC’s 2017-2018 Reinsurance Program

Third-Party Reinsurance

Our annualloss. Quota-share reinsurance program, which is segmented into layerswhere the primary insurer and the reinsurer share proportionally or pro-rata in the direct premiums and losses of coverage, as is industry practice, protects us againstthe insurer. Excess-of-loss reinsurance indemnifies the direct insurer or reinsurer for all or a portion of the loss in excess property catastrophe losses. Our 2017-2018of an agreed upon amount or retention.

Developing and implementing our reinsurance program includesstrategy to adequately protect our balance sheet and Insurance Entities in the mandatory coverage required by lawevent of one or more catastrophes while maintaining efficient reinsurance costs has been a key strategic priority for us. In order to be placed withlimit the Insurance Entities’ potential exposure to catastrophic events, we purchase significant reinsurance from third-party reinsurers and the Florida Hurricane Catastrophe Fund (“FHCF”),. The Florida Office of Insurance Regulation (“FLOIR”) requires the Insurance Entities, like all residential property insurance companies doing business in Florida, to have a certain amount of capital and reinsurance coverage in order to cover losses upon the occurrence of a single catastrophic event and a series of catastrophic events occurring in the same hurricane season. The Insurance Entities’ respective 2021-2022 reinsurance programs meet the FLOIR’s requirements, which we have electedare based on, among other things, successfully demonstrating cohesive and comprehensive reinsurance programs that protect the policyholders of our Insurance Entities as well as satisfying a series of stress test catastrophe loss scenarios based on past historical events.
We believe the Insurance Entities’ retentions under their respective reinsurance programs are appropriate and structured to participate at 90%, orprotect policyholders. We test the highest level, and also includes private reinsurance below, alongside and above the FHCF layer. In placing our 2017-2018 reinsurance program, we obtained multiple years of coverage for an additional portionsufficiency of the program. We believe this multi-year arrangement will allow usreinsurance programs by subjecting the Insurance Entities’ personal residential exposures to capitalizestatistical testing using a third-party hurricane model, RMS RiskLink v18.1 (Build 1945). This model combines simulations of the natural occurrence patterns and characteristics of hurricanes, tornadoes, earthquakes and other catastrophes with information on favorable pricingproperty values, construction types and contract terms and conditions and allow usoccupancy classes. The model outputs provide information concerning the potential for large losses before they occur, so companies can prepare for their financial impact. Furthermore, as part of our operational excellence initiatives, we continually look to mitigate uncertainty with respectenable new technology to the price of future reinsurance coverage,refine our single largest cost.

The total cost of UPCIC’s privatedata intelligence on catastrophe reinsurance program for all states as described below, effectiverisk modeling.

Effective June 1, 2017 through May 31, 2018, is $155.5 million. In addition, UPCIC has purchased reinstatement premium protection as described below,2021, the cost of which is $25.7 million. The largest private participants in Insurance Entities entered into multiple reinsurance agreements comprising our 2021-2022 reinsurance program. See “Item 1—Note 4 (Reinsurance).”
UPCIC’s reinsurance program include leading reinsurance companies and providers such as Nephila Capital, Everest Re, RenaissanceRe, Chubb Tempest Re and Lloyd’s of London syndicates.

UPCIC’s Retention

UPCIC has a net2021-2022 Reinsurance Program

First event All States retention of $35 million per catastrophe$45 million; first event Non-Florida retention of $15 million.
All States first event tower extends to $3.413 billion with no co-participation in any of the layers and no limitation on loss adjustment expenses for losses incurred, in all states, up tothe non-catastrophe bond Cosaint Re Pte. Ltd. traditional reinsurance while maintaining the same favorable historical deposit premium payment schedules.
Assuming a first event losscompletely exhausts the $3.413 billion tower, the second event exhaustion point would be $1.101 billion.
Full reinstatement available on $1.06 billion of $2.71 billion. UPCIC also purchases a separate underlying catastrophe program to further reduce its retention for all losses occurring in any state other than Florida (the “Other States Reinsurance Program”). UPCIC retains only $5 million under its Other States Reinsurance Program in the $1.356 billion of non-FHCF first event and only $1 million under its Other States Reinsurance Program for the second through fourth events. These retention amounts are gross of any potential tax benefit we would receive in paying such losses.

First Layer

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

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

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

100% of $55 million in excess of $35event coverage.For all layers purchased between $45 million and in excess of $110 million otherwise recoverable (from the first and second events) provides the third and fourth event coverage for the 2017-2018 period.

For the first two contracts above,projected FHCF retention, to the extent that all of our coverage or a portion thereof is exhausted in a catastrophic event and reinstatement premium is due, we have purchased enough reinstatement premium protection ("RPP") limit to pay the required premium necessary for the reinstatement of these coverages.


Second Layer

Above the first layer, for losses exceeding $90 million, we have purchased a second layerSpecific 3rd and 4th event private market catastrophe excess of loss coverage for losses up to $445 million – in other words, for the next $355 million of losses. This coverage has been obtained from two contracts as follows:

58% of $355$86 million in excess of $90$25 million provides frequency protection for multiple events during the treaty period.

For the FHCF Reimbursement Contracts effective June 1, 2021, UPCIC has continued the election of the 90% coverage through May 31, 2020; and

42%level. We estimate the total mandatory FHCF layer will provide approximately $2.012 billion of $355 million in excess of $90 million provides coverage for UPCIC, which inures to the 2017-2018 period

benefit of the open market coverage secured from private reinsurers.
Secured $383 million of new catastrophe capacity with contractually agreed limits that extend coverage to include the 2022 and 2023 wind seasons. This amount includes the single limit of $150 million of protection for named windstorm events, which may include the 2022 and 2023 wind seasons depending on loss activity in the 2021 wind season, that UPCIC obtained in March 2021 when it entered into a three-year reinsurance agreement with Cosaint Re Pte. Ltd., a reinsurance entity incorporated in Singapore that correspondingly issued notes in a Rule 144A offering to raise proceeds to collateralize its obligations under this agreement.
The first event All States program described above for UPCIC includes coverage from a captive insurance arrangement that UIH established which inures to the benefit of UPCIC. This intercompany transaction provides UPCIC approximately $13.2 million of reinsurance protection on the first layer of UPCIC’s first event All States program. This transaction eliminates in consolidation effectively increasing the first event retention noted above to $58.2 million for the consolidated group in the event this limit is exhausted.

34

In this


Table of Contents

Reinsurers

The table below provides the A.M. Best and S&P financial strength ratings for each of the largest third-party reinsurers in UPCIC’s 2021-2022 reinsurance program:

ReinsurerA.M. BestS&P
Allianz Risk TransferA+AA
Everest ReA+A+
Chubb Tempest Reinsurance Ltd.A++AA
Munich ReA+AA-
Renaissance ReA+A+
Various Lloyd’s of London SyndicatesAA+
Florida Hurricane Catastrophe Fund (1)N/AN/A
(1)No rating is available, because the fund is not rated.

APPCIC’s 2021-2022 Reinsurance Program

First event All States retention of $2.5 million.
All States first event tower of $37.5 million with no co-participation in any of the layers and no limitation on loss adjustment expenses while maintaining the same favorable historical deposit premium payment schedules.
Full reinstatement available for all private market first event catastrophe layers for guaranteed second event coverage.For the layer purchased between $2.5 million and the projected FHCF retention, to the extent that all of our coverage or a portion thereof is exhausted in a catastrophic event and reinstatement premium is due, we have purchased reinstatement premium protection insuranceenough RPP limit to pay the required premium necessary for the reinstatement of these coverages. Both of these contracts extend coverage to all states.

Third Layer

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

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

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

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

Fourth, Fifth and Sixth Layers

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

UPCIC structures its reinsurance coverage into layers and utilizes a cascading feature such that the second, third, fourth, fifth and sixth reinsurance layers all attach at $90 million. Any layers above the $90 million attachment point are excess of loss over the immediately preceding layer. If the aggregate limit of the preceding layer is exhausted, the next layer cascades down in its place for future events. This means that, unless losses exhaust the top layer of our coverage, we are exposed to only $35 million in losses, pre-tax, per catastrophe for each of the first four events. In addition to tax benefits that could reduce our ultimate loss, we anticipate that certain fees paid to our subsidiary service providers by our Insurance Entities and, indirectly, our reinsurers, would also increase during an active hurricane season, which could also offset claim-related losses we would have to pay on our insurance policies.

Other States Reinsurance Program

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

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

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


FHCF

UPCIC’s third-party reinsurance program supplements the FHCF coverage we are required to purchase every year. The limit and retention of the FHCF coverage we receive each year is subject to upward or downward adjustment based on, among other things, submitted exposures to the FHCF by all participants. As of June 1, 2017, we estimate our FHCF coverage includes a maximum provisional limit of 90% of $1,996.5 million, or $1,797 million, in excess of $618 million. The estimated premium that UPCIC plans to cede to the FHCF for the 2017 hurricane season is $124 million.

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

The third-party reinsurance we purchase for UPCIC is therefore net of FHCF recovery. When our FHCF and third-party reinsurance coverages are taken together, UPCIC has reinsurance coverage of up to $2,710 million for the first event, as illustrated by the graphic below. Should a catastrophic event occur, we would retain up to $35 million pre-tax for each catastrophic event, and would also be responsible for any additional losses that exceed our top layer of coverage.

UPCIC All States 1st Event


UPCIC Other States (Non-Florida) 1st Event

APPCIC’s 2017-2018 Reinsurance Program

Third-Party Reinsurance

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

APPCIC’s Retention

APPCIC has a net retention of $2 million for all losses per catastrophe event for losses incurred up to a first event loss of $27.6 million. This retention amount is gross of any potential tax benefit we would receive in paying such losses.

First Layer

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

Second and Third Layers

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


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

FHCF

APPCIC’s third-party reinsurance program is used to supplement the FHCF reinsurance we are required to purchase every year. The limit and retention of the FHCF coverage we receive each year is subject to upward or downward adjustment based on, among other things, submitted exposures to the FHCF by all participants. As of June 1, 2017, we estimate our FHCF coverage includes a maximum provisional limit of 90% of $15.2 million, or $13.7 million, in excess of $4.7 million. The estimated premium that APPCIC plans to cede to the FHCF for the 2017 hurricane season is $943 thousand. Factoring in our estimated coverage under the FHCF, we purchase coverage alongside our FHCF coverage from third-party reinsurers as described above, which adjusts to provide coverage for certain losses not otherwise covered by the FHCF. The FHCF coverage cannot be reinstated once exhausted, but it does provide coverage for multiple events. The FHCF coverage extends only to losses to our portfolio due to a declared hurricane that causes storm losses in Florida.

The third-party reinsurance we purchase for APPCIC is therefore net of FHCF recovery. When our FHCF and third-party reinsurance coverages are taken together, APPCIC has reinsurance coverage of up to $27.6 million, as illustrated by the graphic below. Should a catastrophic event occur, we would retain $2 million pre-tax for each catastrophic event, and would also be responsible for any additional losses that exceed our top layer of coverage.

APPCIC 1st Event


Multiple Line Excess of Loss

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

measures are met.

For the FHCF Reimbursement Contracts effective June 1, 2021, APPCIC has continued the election of the 90% coverage level. We estimate the total mandatory FHCF layer will provide approximately $17.8 million of coverage for APPCIC, which inures to the benefit of the open market coverage secured from private reinsurers.

Reinsurers

The table below provides the A.M. Best and S&P financial strength ratings for each of the largest third-party reinsurers in APPCIC’s 2021-2022 reinsurance program:

ReinsurerA.M. BestS&P
Chubb Tempest Reinsurance Ltd.A++AA
Lancashire Insurance Company LimitedAA-
Various Lloyd’s of London SyndicatesAA+
Florida Hurricane Catastrophe Fund (1)N/AN/A
(1)No rating is available, because the fund is not rated.
The total cost of the 2021-2022 reinsurance programs for UPCIC and APPCIC, excluding internal reinsurance discussed above, is projected to be $583 million, representing approximately 35.8% of estimated direct premium earned for the 12-month treaty period.
35

Table of Contents

RESULTS OF OPERATIONS AND ANALYSIS OF FINANCIAL CONDITION
Financial and Business Highlights
Second quarter of fiscal 2021 results of operations comparisons are to second quarter of fiscal 2020 (unless otherwise specified).
Direct premiums written overall grew by $68.9 million, or 17.0%, to $473.6 million.
Policies in force increased by 1,001, or 0.1%, to 977,251 at June 30, 2021 from 976,250 at March 31, 2021.
In Florida, direct premiums written grew by $65.6 million, or 19.6%, and in our other states, direct premiums written grew by $3.3 million, or 4.8% during the second quarter.
Premiums earned, net, grew by $29.8 million, or 13.2%, to $256.2 million during the second quarter.
Net investment income was $2.9 million compared to $6.2 million in the second quarter of 2020.
Total revenues increased by $26.5 million, or 10.5%, to $279.2 million.
Net loss and LAE ratio decreased to 65.3% during the second quarter of 2021 compared to 66.9% during the second quarter of 2020.
Diluted earnings per common share (“EPS”) increased by $0.08, or 12.9%, to $0.70 compared to $0.62.
Weighted average diluted common shares outstanding were lower by 2.7% to 31.3 million shares compared to 32.2 million shares.
Book value per share increased by $0.81, or 5.6%, to $15.37 at June 30, 2021 from $14.56 at March 31, 2021.
Declared and paid dividends of $5.0 million, or $0.16 per common share, in the second quarter of 2021.
Completed negotiation and execution of contracts representing our 2021-2022 reinsurance program.
36

Table of Contents

Results of Operations Three Months Ended SeptemberJune 30, 20172021 Compared to Three Months Ended SeptemberJune 30, 2016

2020

Net income decreased by $16.9 million, or 62.9%, to $10.0was $21.9 million for the three months ended SeptemberJune 30, 2017,2021, compared to $26.9net income of $19.9 million for the same period in 2020. Weighted average diluted common shares outstanding for the three months ended SeptemberJune 30, 2016. The decrease in net income2021 were lower by 2.7% to 31.3 million shares from 32.2 million shares for the same period of the prior year. Diluted EPS for the three months ended June 30, 2021 was primarily the result of $37 million of net pre-tax storm losses incurred as a result of Hurricane Irma, a Category 4 storm making landfall in the Florida Keys on September 10, 2017. Total premiums earned and other revenues which increased $17.8 million, or 10.3%, over$0.70 compared to $0.62 for the same period in 2016,2020. Benefiting the quarter were more than offset byincreases in premiums earned, net, improvements in realized gains and losses on investments and an increase in commission revenue, less a decrease in net investment income, a decrease in the net change in unrealized gains (losses) of equity securities and an increase in operating costs and expenses. Direct premium earned and premiums earned, net were up 16.3% and 13.2%, respectively, due to growth in all states in which we are licensed and writing during the past 12 months and rate increases implemented during 2020 and 2021, offset by higher costs for reinsurance flowing through to premiums earned, net. The net losses and loss adjustment expensesLAE ratio was 65.3% for the three months ended June 30, 2021, compared to 66.9% for the same period in 2020 reflecting a decrease in excess weather events beyond those expected partially offset by higher core net losses and higher prior years’ development.
A detailed discussion of our results of operations follows the table below (in thousands, except per share data).
 Three Months Ended
June 30,
Change
 20212020$%
PREMIUMS EARNED AND OTHER REVENUES
Direct premiums written$473,627 $404,685 $68,942 17.0 %
Change in unearned premium(81,053)(67,046)(14,007)20.9 %
Direct premium earned392,574 337,639 54,935 16.3 %
Ceded premium earned(136,402)(111,269)(25,133)22.6 %
Premiums earned, net256,172 226,370 29,802 13.2 %
Net investment income2,858 6,179 (3,321)(53.7)%
Net realized gains (losses) on investments496 168 328 195.2 %
Net change in unrealized gains (losses) of equity securities1,229 3,871 (2,642)(68.3)%
Commission revenue9,860 7,758 2,102 27.1 %
Policy fees6,575 6,546 29 0.4 %
Other revenue1,991 1,812 179 9.9 %
Total premiums earned and other revenues279,181 252,704 26,477 10.5 %
OPERATING COSTS AND EXPENSES  
Losses and loss adjustment expenses167,221 151,345 15,876 10.5 %
General and administrative expenses81,901 73,921 7,980 10.8 %
Total operating costs and expenses249,122 225,266 23,856 10.6 %
INCOME BEFORE INCOME TAXES30,059 27,438 2,621 9.6 %
Income tax expense8,118 7,556 562 7.4 %
NET INCOME$21,941 $19,882 $2,059 10.4 %
Other comprehensive income (loss), net of taxes7,996 26,068 (18,072)(69.3)%
COMPREHENSIVE INCOME$29,937 $45,950 $(16,013)(34.8)%
DILUTED EARNINGS PER SHARE DATA:  
Diluted earnings per common share$0.70 $0.62 $0.08 12.9 %
Weighted average diluted common shares outstanding31,310 32,170 (860)(2.7)%
NM – Not Meaningful
Direct premiums written increased by $68.9 million, or 17.0%, for the quarter ended June 30, 2021, driven by growth within our Florida business of $65.6 million, or 19.6%, and growth in our other states business of $3.3 million, or 4.8%, as compared to the same period of the prior year. Rate increases approved in 2016. General2020 for Florida and administrative expenses increased 4.6% overfor certain other states were the principal driver of higher written premiums despite a lower level of new writings compared to the same quarter in 2016period of the prior year. During 2021, management implemented new and continuing efforts to $57.3 million asprudently manage policy counts and exposures while rate increases take effect, which has slowed the growth of written premiums relating to new business when compared to $54.7 million, butprior years. Policies in force increased by 1,001, or 0.1%, from 976,250 at March 31, 2021 to 977,251 at June 30, 2021 reflecting a slower rate of growth as a percentageresult of earnedmanagement’s effort to reduce new business exposures. During the second quarter of 2021, policies in force declined in eight out of the 19 states that the Insurance Entities write in as a result of management’s actions. We actively wrote policies in 19 states during 2021 compared to 18 states at June 30, 2020. In addition, we are authorized to do business in Tennessee and
37

Table of Contents

Wisconsin and are proceeding with product filings in those states. Policies in force, premium decreased from 34.3%in force and total insured value all increased as of June 30, 2021 when compared to 32.8% this quarter. Diluted earnings per common share decreased by $0.47 to $0.28June 30, 2020.
The following table provides direct premiums written for Florida and Other States for the three months ended SeptemberJune 30, 2017, compared2021 and 2020 (dollars in thousands):
For the Three Months Ended
June 30, 2021June 30, 2020Growth
year over year
StateDirect
 Premiums Written
%Direct
 Premiums
Written
%$%
Florida$400,370 84.5 %$334,769 82.7 %$65,601 19.6 %
Other states73,257 15.5 %69,916 17.3 %3,341 4.8 %
Total$473,627 100.0 %$404,685 100.0 %$68,942 17.0 %
We seek to $0.75grow and generate long-term rate adequate premium in each state where we offer policies. Diversified sources of business are an important objective and premium growth outside Florida is a measure monitored by management in its efforts to meet that objective.
Direct premium earned increased by $54.9 million, or 16.3%, for the three monthsquarter ended SeptemberJune 30, 2016, as a result2021, reflecting the earning of the decrease in net income. A more detailed discussion of this and other factors follows the table below.

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

Change

 

 

2017

 

 

2016

 

 

$

 

 

%

 

PREMIUMS EARNED AND OTHER REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct premiums written

$

274,744

 

 

$

241,888

 

 

$

32,856

 

 

 

13.6

%

Change in unearned premium

 

(19,935

)

 

 

(7,388

)

 

 

(12,547

)

 

 

169.8

%

Direct premium earned

 

254,809

 

 

 

234,500

 

 

 

20,309

 

 

 

8.7

%

Ceded premium earned

 

(80,292

)

 

 

(74,966

)

 

 

(5,326

)

 

 

7.1

%

Premiums earned, net

 

174,517

 

 

 

159,534

 

 

 

14,983

 

 

 

9.4

%

Net investment income (expense)

 

3,085

 

 

 

2,304

 

 

 

781

 

 

 

33.9

%

Net realized gains (losses) on investments

 

803

 

 

 

101

 

 

 

702

 

 

 

695.0

%

Commission revenue

 

5,304

 

 

 

4,603

 

 

 

701

 

 

 

15.2

%

Policy fees

 

4,861

 

 

 

4,226

 

 

 

635

 

 

 

15.0

%

Other revenue

 

1,673

 

 

 

1,668

 

 

 

5

 

 

 

0.3

%

Total premiums earned and other revenues

 

190,243

 

 

 

172,436

 

 

 

17,807

 

 

 

10.3

%

OPERATING COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

116,375

 

 

 

73,548

 

 

 

42,827

 

 

 

58.2

%

General and administrative expenses

 

57,269

 

 

 

54,725

 

 

 

2,544

 

 

 

4.6

%

Total operating costs and expenses

 

173,644

 

 

 

128,273

 

 

 

45,371

 

 

 

35.4

%

INCOME BEFORE INCOME TAXES

 

16,599

 

 

 

44,163

 

 

 

(27,564

)

 

 

-62.4

%

Income tax expense

 

6,635

 

 

 

17,281

 

 

 

(10,646

)

 

 

-61.6

%

NET INCOME

$

9,964

 

 

$

26,882

 

 

$

(16,918

)

 

 

-62.9

%

Other comprehensive income (loss), net of taxes

 

251

 

 

 

(491

)

 

 

742

 

 

NM

 

COMPREHENSIVE INCOME

$

10,215

 

 

$

26,391

 

 

$

(16,176

)

 

 

-61.3

%

For the three months ended September 30, 2017, our growth in written premium in Florida increased 10.5% to $238.3 million and in states outside Florida increased 38.8% to $36.4 million. Premiums earned, net in the current period reflect premiums written over the past 12 months and anyincluding positive changes in rates or policy countand changes in policies in force during that time.

Reinsurance enables our Insurance Entities to limit potential exposures to catastrophic events and other covered events. Ceded premium represents amounts paid to reinsurers for this protection. Ceded premium earned increased $25.1 million, or 22.6%, for the quarter ended June 30, 2021, as compared to the same period of the prior year. The increase in reinsurance costs reflects an increase in costs associated with the increase in exposures we insure, increased pricing when compared to the expired reinsurance program and differences in the structure and design of the respective programs. Reinsurance costs, as a percentage of direct premium earned, increased from 33.0% for the three months ended June 30, 2020 to 34.7% for the three months ended June 30, 2021, primarily due to the general increase in the pricing of reinsurance which generally takes effect prior to primary rate increases. Reinsurance costs associated with each year’s reinsurance program are earned over the annual policy period which typically runs from June 1st to May 31st.. See the discussion above for the Insurance Entities’ 2021-2022 reinsurance programs and “Item 1—Note 4 (Reinsurance).”
Premiums earned, net were $174.5of ceded premium earned, grew by 13.2%, or $29.8 million, to $256.2 million for the three months ended SeptemberJune 30, 2017, compared to $159.52021, reflecting an increase in direct premium earned offset by increased costs for reinsurance.
Net investment income was $2.9 million for the three months ended SeptemberJune 30, 2016. The increase in net earned premiums of $15.02021, compared to $6.2 million or 9.4%, includes an increase in direct earned premiums of $20.3 million offset by an increase in ceded earned premiums of $5.3 million. Direct written premiums increased $32.9 million, or 13.6%, due in part to an increase in Florida business of $22.7 million, or 10.5%, over the prior period and an increase in other states of $10.2 million, or 38.8% overfor the same period in 2016.2020, a decrease of $3.3 million, or 53.7%. This decrease is largely attributable to significantly lower yields on the reinvested portfolio following the sale of a majority of available-for-sale debt securities in the portfolio that were in an unrealized gain position in the third and fourth quarters of 2020. In each state the Company writes business, direct premiums increased month over month during 2017first quarter of 2020, our investment portfolio was adversely impacted by the COVID-19 pandemic-induced market dislocation, but subsequently substantially recovered, and we took advantage of the recovery with the realization of gains on our available-for-sale debt securities.

Market rates in the second half of 2020 were considerably lower than the book yields of the portfolio prior to the sale, and we expect the trend in lower interest income to continue, as long as we compare current yields to yields on the portfolio before it was sold in 2020. Additionally, income from cash investing was down in the second quarter of 2021 as compared to 2016. At Septemberthe same period of the prior year due to significantly lower yields on cash sweep and short-term cash investing. Total invested assets were $1,030.5 million as of June 30, 2017, direct premium in-force was $1.035 billion versus $9452021 compared to $919.9 million as of December 31, 2020. Cash and cash equivalents were $286.5 million at SeptemberJune 30, 2016.


Our2021 compared to $167.2 million at December 31, 2020, an increase of 71.4%. This increase is the result of maintaining higher cash balances to support upcoming reinsurance programs runpremium payments in July and August 2021. Cash and cash equivalents are invested short term until needed to settle loss and LAE payments, reinsurance premium payments and operating cash needs or until they are deployed by our investment advisors.

Yields from June 1 to May 31cash and cash equivalents, short-term investments and the available-for-sale debt portfolio are dependent on the composition of the following year.portfolio, future market forces, monetary policy and interest rate policy from the Federal Reserve. The net increase in ceded earned premiumsFederal Reserve has broadly been lowering and maintaining lower interest rates, which has impacted the effective yields on new available-for-sale portfolio and overnight cash purchases and short-term investments. The overall trend has been lower interest rates on new purchases of $5.3 million is attributable to increased costs associated with our 2017/2018 reinsurance program. The increase in ceded premiums earned wassecurities over the past year and lower returns on cash and cash equivalents and short-term investments. As discussed above, due to increased ceded exposure from policy growth, which increased total policy insured value, our reinsurance limits and costs associated with lower reinsurance attachment points for our growth. In addition,the significant sale of securities during the third quarterand fourth quarters of 2017 the Company recorded ceded written premium2020, it is expected that future portfolio returns will reflect lower book yields based on current market conditions.
We sell investments, including securities, from our investment portfolio from time to time to meet our investment objectives or take advantage of $7.3 million to adjust the Company’s participation in the Florida Hurricane Catastrophe Fund of which $2.4 million was earned during the quarter as compared to an insignificant adjustment in 2016.

Net investment income was $3.1 million formarket opportunities. During the three months ended SeptemberJune 30, 2017, compared to $2.32021, sales of equity securities resulted in net realized gains of $0.7 million, forand sales of available-for-sale debt securities resulted in net realized losses of $0.2 million, in total generating net realized gains of $0.5 million. During the same three months in 2016. The increaseended June 30, 2020, sales of available-for-sale debt securities resulted in net investment incomerealized gains of $0.8$0.2 million. See “Item 1—Note 3 (Investments).”

38

Table of Contents

There was a $1.2 million is the result of an increasefavorable net unrealized gain in fixed maturities, favorable market trends and actions taken to increase yield by investing funds along with maturities in higher yieldingequity securities while maintaining high credit quality. Total average investments were $644.1 million with an average credit rating of AA- during the three months ended SeptemberJune 30, 20172021 compared to $634.4a $3.9 million with an average credit rating of AA- for the same periodfavorable net unrealized gain in 2016.

We sell investmentequity securities from our portfolio of securities available for sale from time to time when opportunities arise or circumstances could result in greater losses if held. We sold investment securities available for sale during the three months ended SeptemberJune 30, 2017, generating net realized2020. Net change in unrealized gains or losses reflected on the income statement are the result of $803 thousand compared to net realizedchanges in the fair market value of our equity securities during the period for securities still held and the reversal of unrealized gains of $101 thousandor losses for securities sold during the three months ended September 30, 2016.

period. See “Item 1—Note 3 (Investments).”

Commission revenue is comprised principally of brokerage commissions we earn from third-party reinsurers (excluding the FHCF) on reinsurance placed for the Insurance Entities. Commission revenue is earned pro-rata over the reinsurance policy period which runs from June 1st to May 31st of the following year. For the three months ended SeptemberJune 30, 2017,2021, commission revenue was $5.3$9.9 million, compared to $4.6$7.8 million for the three months ended SeptemberJune 30, 2016.2020. The increase in commission revenue of $701 thousand,$2.1 million, or 15.2%27.1%, for the three months ended SeptemberJune 30, 2017,2021 was primarily due to increased commissions from third-party reinsurers earned on increased reinsurance premiums due to growth in our exposures, as well as the difference in pricing and structure associated with our reinsurance program when compared to the three months ended September 30, 2016 was the result of overall changes in the structure of the reinsurance programs in effect, the amount of premiums paid for reinsurance on our growing exposures and the types of reinsurance contracts used in each program.

prior year.

Policy fees were $6.6 million for the three months ended SeptemberJune 30, 2017, were $4.9 million2021, relatively flat when compared to $4.2 million for the same period in 2016.2020. The slight increase of $635 thousand, or 15.0%, was the result of an increase in the total number of new and renewal policies written during the three months ended SeptemberJune 30, 20172021 compared to the same period in 2016.

Other revenue for each2020 in states where we are permitted to charge this fee.

The following table presents losses and LAE incurred on a direct, ceded and net basis expressed in dollars and as a percent of the three months ended September 30, 2017 andrespective amounts of premiums earned. These amounts are further categorized as i) core losses, ii) weather events for the same period in 2016 was $1.7 million. Other revenue represents revenue from premium financingcurrent accident year and other miscellaneous income.

Losses and LAE, net of reinsurance were $116.4 million for the three months ended September 30, 2017, compared to $73.5 million during the same period in 2016 as followsiii) prior years’ reserve development (dollars in thousands):

 

Three Months Ended September 30, 2017

 

 

Direct

 

 

Loss Ratio

 

 

Ceded

 

 

Loss Ratio

 

 

Net

 

 

Loss Ratio

 

Premiums earned

$

254,809

 

 

 

 

 

 

$

80,292

 

 

 

 

 

 

$

174,517

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hurricane Irma losses and loss adjustment

    expenses

$

452,000

 

 

 

177.4

%

 

$

415,000

 

 

 

516.8

%

 

$

37,000

 

 

 

21.2

%

All other losses and loss adjustment

    expenses

 

79,268

 

 

 

31.1

%

 

 

(107

)

 

 

(0.1

%)

 

 

79,375

 

 

 

45.5

%

Total losses and loss adjustment expenses

$

531,268

 

 

 

208.5

%

 

$

414,893

 

 

 

516.7

%

 

$

116,375

 

 

 

66.7

%


Three Months Ended September 30, 2016

 

Three Months Ended June 30, 2021

Direct

 

 

Loss Ratio

 

 

Ceded

 

 

Loss Ratio

 

 

Net

 

 

Loss Ratio

 

DirectLoss RatioCededLoss RatioNetLoss Ratio

Premiums earned

$

234,500

 

 

 

 

 

 

$

74,966

 

 

 

 

 

 

$

159,534

 

 

 

 

 

Premiums earned$392,574  $136,402  $256,172  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses:Loss and loss adjustment expenses:      
Core lossesCore losses$159,412 40.6 %$(78)(0.1)%$159,490 62.3 %
Weather events*Weather events*— — %— — %— — %
Prior years’ reserve developmentPrior years’ reserve development116,890 29.8 %109,159 80.0 %7,731 3.0 %

Total losses and loss adjustment expenses

$

73,487

 

 

 

31.3

%

 

$

(61

)

 

 

(0.1

%)

 

$

73,548

 

 

 

46.1

%

Total losses and loss adjustment expenses$276,302 70.4 %$109,081 80.0 %$167,221 65.3 %
*Includes only current year weather events beyond those expected.*Includes only current year weather events beyond those expected.


 Three Months Ended June 30, 2020
 DirectLoss RatioCededLoss RatioNetLoss Ratio
Premiums earned$337,639  $111,269  $226,370  
Loss and loss adjustment expenses:      
Core losses$133,894 39.7 %$27 — %$133,867 59.2 %
Weather events*17,000 5.0 %— — %17,000 7.5 %
Prior years’ reserve development11,552 3.4 %11,074 10.0 %478 0.2 %
Total losses and loss adjustment expenses$162,446 48.1 %$11,101 10.0 %$151,345 66.9 %
*Includes only current year weather events beyond those expected.
See “Item 1 — 1—Note 6 (Liability for Unpaid Losses and Loss Adjustment Expenses)” for change in liability for unpaid losses and LAE.

Losses and LAE were significantly affected this quarter by Hurricane Irma. For the third quarter of 2017 the Company recorded gross

Management looks at losses and LAE in three areas, as described below and represented in the tables above, each of $452.0which have different drivers which impact reported results. As a result, these components of losses and LAE are described separately. Overall losses and LAE, net of reinsurance recoveries, were $167.2 million resulting from Hurricane Irma. The Company’s reinsurance program limitedin a 65.3% net losses from Hurricane Irma to $37 million adding 21.2 percentage points to the net lossesloss and LAE ratio for the quarter. Under the Company’s reinsurance program UPCIC cedes losses and LAE greater than $35quarter ended June 30, 2021. This compares to $151.3 million resulting in all states up to a maximum of $2.71 billion and


APPCIC cedes losses and LAE greater than $2 million up to a maximum amount of $27.6 million. The Company’s reinsurance protection performed as expected by reducing the66.9% net loss and LAE exposure to the maximum retained limits, as stated above, and will provide full reinsurance capacity of $2.71 billion for UPCIC and $27.6 million for APPCICratio for the remainder of the 2017/2018 hurricane season. See UPCIC’s and APPCIC’s 2017-2018 Reinsurance Program for a discussion of the Company’s reinsurance program.

All other net losses and LAE, net was $79.4 million for the three monthsquarter ended SeptemberJune 30, 2017, compared to $73.5 million during the same period in 2016, which reflects $11 million of incremental losses and LAE recorded for severe weather events occurring during 2016 through September, including Hurricane Hermine.2020. The severe weather events in 2016 added 6.9 percentage points to the net losses and LAE ratio for the three months ended SeptemberJune 30, 2016. Beginning2021 also reflects higher relative reinsurance costs compared to the same period in 2020 which contributed an overall increase of 1.7 percentage points to the net loss and LAE ratio. See the discussion above for the Insurance Entities’ 2021-2022 reinsurance programs and “Item 1 - Note 4 (Reinsurance) to the Condensed Consolidated Financial Statements.


39

Table of Contents

The factors impacting losses and LAE are as follows:

Core losses
Our core losses consist of all losses and LAE for the current year excluding both weather events for the current year beyond those anticipated in our regular accrual process and prior years’ reserve development. Core losses were 40.6% of direct premium earned for the quarter ended June 30, 2021 compared to 39.7% for the same period in 2020. These losses and loss ratios benefit from the management of claims by our claims adjusting affiliate, including claim fees ceded to reinsurers, which are described below, reducing core losses. The core loss ratio for 2020 and 2021 reflects trends we have seen in higher expected frequency and costs to settle claims in the Florida market, specifically in response to increased trends in litigated and represented claims. Core losses also increase as premium volume increases year over year. Although the Insurance Entities received rate increases in Florida and certain other states, management has elected not to decrease the core loss ratio compared to the prior year but to increase it by one loss ratio point and to monitor results until management sees loss costs stabilize in Florida and certain other states. During the quarter ended June 30, 2021, $4.2 million was added to strengthen reserves for the current accident year, which when combined with the $3.5 million recorded in the first quarter of 2021 effectively increases the current accident year loss pick by 1% to 41% through June 30, 2021. This increase reflects recent and ongoing trends in weather-related claims as well as the continuing prevalence of solicited, represented and litigated claims in Florida resulting in increased claims frequencies, losses and loss adjustment expenses.

Weather events beyond those expected
There were no weather events beyond those expected and included in the core losses during the quarter ended June 30, 2021.
During the quarter ended June 30, 2020, weather events beyond those expected totaled $17.0 million in direct and net loss, principally for impacts from 14 Property Claims Services (PCS) events during the second quarter of 2017,2020, across a series of states where we do business.
Prior years’ reserve development
Two drivers influence the amounts recorded as prior years’ reserve development, namely: (i) changes to prior estimates of direct and net ultimate losses on prior accident years excluding major hurricanes and (ii) changes to prior estimates of direct and net ultimate losses on hurricanes. During the quarter ended June 30, 2021, prior years’ reserve development totaled $116.9 million of direct losses and $7.7 million of net unfavorable loss development after the benefit of reinsurance.

For hurricanes, prior years’ reserve development for the quarter ended June 30, 2021 was the result of a direct increase in the ultimate losses for hurricanes of $109.1 million offset by ceded hurricane losses of $109.2 million resulting in net favorable development of $0.1 million. Direct losses increased for Hurricanes Irma, Sally, Michael and Matthew. Ceded losses benefited from changes to estimated non-Florida reinsurance coverage, which has a lower attachment point. As a result of ceded losses exceeding direct losses, net loss development on prior hurricanes was favorable during second quarter of 2021.
Excluding hurricanes, there was $7.8 million of direct and net prior years’ reserve development for the quarter ended June 30, 2021. This development, from the 2019 and prior accident years, resulted from the settlement on litigated claims exceeding prior estimated amounts.
For the quarter ended June 30, 2020, direct prior years’ reserve development of $11.6 million gross, less $11.1 million ceded, resulting in $0.5 million net development. Hurricane Michael had $9.5 million of direct and ceded prior year’s reserve development, with principally Hurricane Matthew contributing to the net prior years’ development.

The Company added 1.8 percentage pointscontinues to its underlying quarterly netexperience inflated costs for losses and LAE ratio to account for the increased frequency of severe weather experienced in recent years.

The trend in the Company’sFlorida market, where an industry has developed around the solicitation, filing and litigation of personal residential claims, resulting in a pattern of continued increased year over year levels of represented claims, the inflation of purported claim amounts, and increased demands for attorneys’ fees. Active solicitation of personal residential claims in Florida by policyholder representatives, remediation companies and repair companies has led to an increase in the frequency and severity of personal residential claims in Florida exceeding historical levels and levels seen in other jurisdictions. A Florida statute providing a one-way right of attorneys’ fees against insurers, coupled with other adverse statutes and judicial rulings, have further produced a legal environment in Florida that encourages litigation, in many cases without regard to the underlying lossescircumstances of the claims.


These trends led us to file in February 2020 for an overall 12.4% rate increase in Florida, which was approved effective May 18, 2020 for new business and July 7, 2020 for renewals. In addition, we filed and received approval on December 31, 2020 to further increase our rates in Florida by an additional 7.0% in response to higher reinsurance costs associated with the reinsurance program we put into effect as of June 1, 2020. This rate change was effective December 31, 2020 for new business and March 1, 2021 for renewal business. These rate increases are being applied to policies as they prospectively renew. In addition, we implemented changes to certain new business underwriting guidelines, reduced new business writings in certain Florida counties and developed and implemented specialized claims and litigation management efforts to address the market trends that we believe are driving up claim costs. In May 2021, we filed for a further statewide average rate increase of 14.9% for our Florida business due to continuing loss and LAE ratio also reflects continued geographic expansion into states outsidetrends.
40

Table of Florida where non-catastrophe loss ratios are generally higher than in Florida andContents


The residual fees generated by our claims adjusting affiliate from the marketplace dynamics insidemanagement of Floridaclaims, including challenges facedclaim fees ceded by insurers when policyholders assign benefits underlying their policiesour Insurance Entities to third parties.

General and administrative expensesreinsurers, were $57.3$1.2 million for the three months ended SeptemberJune 30, 2017,2021, compared to $54.7$0.7 million during the three months ended June 30, 2020, driven by the recoveries from reinsurers and internal claim services on the expected core loss ratio. The benefit was recorded in the condensed consolidated financial statements as a reduction to losses and LAE.

General and administrative expenses were $81.9 million for the three months ended June 30, 2021, compared to $73.9 million during the same period in 20162020, as follows (dollars in thousands):

Three Months Ended

 

 

 

 

 

 

 

 

 

Three Months Ended  

September 30,

 

 

Change

 

June 30,Change

2017

 

 

2016

 

 

$

 

 

%

 

20212020$%

$

 

 

Ratio

 

 

$

 

 

Ratio

 

 

 

 

 

 

 

 

 

$Ratio$Ratio  

Premiums earned, net

$

174,517

 

 

 

 

 

 

$

159,534

 

 

 

 

 

 

$

14,983

 

 

 

9.4

%

Premiums earned, net$256,172  $226,370  $29,802 13.2 %

General and administrative expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses:      

Policy acquisition costs

 

35,304

 

 

 

20.2

%

 

 

32,216

 

 

 

20.2

%

 

 

3,088

 

 

 

9.6

%

Policy acquisition costs56,766 22.2 %48,524 21.4 %8,242 17.0 %

Other operating costs

 

21,965

 

 

 

12.6

%

 

 

22,509

 

 

 

14.1

%

 

 

(544

)

 

 

(2.4

%)

Other operating costs (1)Other operating costs (1)25,135 9.8 %25,397 11.2 %(262)(1.0)%

Total general and administrative expenses

$

57,269

 

 

 

32.8

%

 

$

54,725

 

 

 

34.3

%

 

$

2,544

 

 

 

4.6

%

Total general and administrative expenses$81,901 32.0 %$73,921 32.7 %$7,980 10.8 %
(1)Other operating costs includes $38 thousand and $17 thousand of interest expense for the three months ended June 30, 2021 and 2020, respectively.
(1)Other operating costs includes $38 thousand and $17 thousand of interest expense for the three months ended June 30, 2021 and 2020, respectively.

For the three months ended September 30, 2017, general

General and administrative expenses were $57.3increased by $8.0 million, compared to $54.7 million for the same period in 2016. The increase in general and administrative costs of $2.6 millionwhich was the result of increases in policy acquisition costs of $3.1$8.2 million, primarily due to commissions and premium taxes associated with increased premium volume. The increases were,volume, offset by decreasesa decrease in other operating costs of $0.5 million due to a decrease in performance bonuses, consulting fees and a reduction in amounts spent on insurance swap contracts which was offset by an increase in stock-based compensation. Overall, the$0.3 million. The expense ratio (general and administrative expenses as a percentage of premiums earned, net decreased from 32.7% for the three months ended June 30, 2020 to 32.0% for the same period in 2021. The increase in policy acquisition costs as a percentage of premiums earned, premiums) benefited fromnet increased during the quarter as a result of higher reinsurance costs reducing premiums earned, net in a greater proportion than the prior year. The commission rate paid to agents on the renewal of Florida policies was reduced by 2 percentage points effective April 1, 2021, which will benefit future periods as the new rate structure applies prospectively. Other operating cost ratio for the three months ended June 30, 2021 was 9.8% compared to 11.2% in the second quarter of 2020, reflecting lower advertising costs and share-based compensation in 2021 and continued economies of scale as general and administrative expensesother operating costs did not increase at the same rate as revenues. premiums earned, net.
As a result of the above, the combined ratio for the second quarter ended June 30, 2021 was 97.3% compared to 99.5% for the same period in 2020. The decrease reflects improved profitability when compared to the second quarter of 2020. The reduction was the result of decreases in both the loss and LAE ratio and expense ratio as a percentagedescribed above.
Income tax expense was $8.1 million for the quarter ended June 30, 2021 compared to income tax expense of net earnings$7.6 million for the quarter ended June 30, 2020. Our effective tax rate (“ETR”) decreased to 32.8%27.0% for the three months ended SeptemberJune 30, 20172021, as compared to 34.3% for the same period in 2016.

Income tax expense decreased by $10.6 million, or 61.6%,27.5% for the three months ended SeptemberJune 30, 2017, when compared with the three months ended September 30, 2016.2020. The decrease in income tax is primarily theETR decreased as a result of a decrease inlower ratio of permanent items relative to the amount of income before income taxes. The effectivetaxes, principally non-deductible compensation, and a lower level of discrete tax rate increased slightly to 40.0% for the three months ended September 30, 2017 as compared to 39.1% for the three months ended September 30, 2016.

benefits.

Other comprehensive income, net of taxes for the three months ended SeptemberJune 30, 20172021, was $0.3$8.0 million compared to a lossother comprehensive income of $0.5$26.1 million for the same period in 2016. Other comprehensive income (loss) represents after tax2020, reflecting after-tax changes to equity which are not recognized in net income, including changes in the fair value of available-for-sale debt securities available for sale held in our investment portfolio and any reclassifications out of cumulativeaccumulated other comprehensive income for available-for-sale debt securities sold. See “Item 1 — 1—Note 11 (Other Comprehensive Income (Loss)).

for additional information about the amounts comprising other comprehensive income for these periods.

41


Table of Contents

Results of Operations—NineOperations Six Months Ended SeptemberJune 30, 20172021 Compared to NineSix Months Ended SeptemberJune 30, 2016

2020

Net income decreased by $15.2 million, or 17.7%, to $70.5was $48.3 million for the ninesix months ended SeptemberJune 30, 2017,2021 compared to $85.7$39.9 million for the ninesix months ended SeptemberJune 30, 2016. The2020, an increase of $8.4 million. Weighted average diluted common shares outstanding for the six months ended June 30, 2021 were lower by 3.5% to 31.3 million shares from 32.4 million shares for the same period of the prior year. Diluted EPS for the six months ended June 30, 2021 was $1.54 compared to $1.23 in 2020, an increase of $0.31, or 25.2%. Benefiting the six months ended June 30, 2021 were increases in premiums earned, net, improvements in both net realized and unrealized gains and losses, and an increase in commission revenue, less a decrease in net investment income, policy fees and other revenue and an increase in operating costs and expenses. Direct premium earned and premiums earned, net were up 15.8% and 11.7%, respectively, due to growth in all states in which we are licensed and writing during the past 12 months and rate increases implemented during 2020 and 2021, offset by higher costs for reinsurance flowing through to premiums earned, net. The net losses and LAE ratio was primarily62.3% for the resultsix months ended June 30, 2021, compared 64.0% for the same period in 2020 reflecting a decrease in excess weather events beyond those expected partially offset by higher core net losses and higher prior years’ development.
A detailed discussion of $37our results of operations follows the table below (in thousands, except per share data).
Six Months Ended
June 30,
Change
20212020$%
PREMIUMS EARNED AND OTHER REVENUES
Direct premiums written$838,941 $739,238 $99,703 13.5 %
Change in unearned premium(70,761)(75,648)4,887 (6.5)%
Direct premium earned768,180 663,590 104,590 15.8 %
Ceded premium earned(268,703)(216,391)(52,312)24.2 %
Premiums earned, net499,477 447,199 52,278 11.7 %
Net investment income5,844 13,013 (7,169)(55.1)%
Net realized gains (losses) on investments1,038 467 571 122.3 %
Net change in unrealized gains (losses) of equity securities735 (4,153)4,888 NM
Commission revenue18,986 14,773 4,213 28.5 %
Policy fees11,962 12,086 (124)(1.0)%
Other revenue3,896 4,594 (698)(15.2)%
Total premiums earned and other revenues541,938 487,979 53,959 11.1 %
OPERATING COSTS AND EXPENSES
Losses and loss adjustment expenses311,184 286,393 24,791 8.7 %
General and administrative expenses164,344 146,564 17,780 12.1 %
Total operating costs and expenses475,528 432,957 42,571 9.8 %
INCOME BEFORE INCOME TAXES66,410 55,022 11,388 20.7 %
Income tax expense18,061 15,073 2,988 19.8 %
NET INCOME$48,349 $39,949 $8,400 21.0 %
Other comprehensive income (loss), net of taxes(8,914)17,122 (26,036)(152.1)%
COMPREHENSIVE INCOME (LOSS)$39,435 $57,071 $(17,636)(30.9)%
DILUTED EARNINGS PER SHARE DATA:
Diluted earnings per common share$1.54 $1.23 $0.31 25.2 %
Weighted average diluted common shares outstanding31,292 32,440 (1,148)(3.5)%
NM – Not Meaningful
Direct premiums written increased by $99.7 million, or 13.5%, for the six months ended June 30, 2021, driven by growth within our Florida business of net pre-tax storm losses incurred$94.1 million, or 15.3%, and growth in our other states business of $5.6 million, or 4.4%, as compared to the same period of the prior year. Rate increases approved in 2020 for Florida and for certain other states were the principal driver of higher written premiums despite a lower level of new policies compared to the same period of the prior year. During 2021, management implemented new and continuing efforts to prudently manage policy counts and exposures while rate increases take effect, which has slowed the growth of written premiums relating to new business when compared to prior years. Policies in force decreased by 7,579, or 0.8%, during 2021 from 984,830 at December 31, 2020 to 977,251 at June 30, 2021 reflecting a slower rate of growth as a result of Hurricane Irma. Total premiums earned and other revenues increased by $43.9 million or 8.7% overmanagement’s effort to reduce new business exposures. During the prior year these revenues were offset by total operating costs and expenses, which increased by $72.2 million, or 19.7% over the prior year. Expenses for the ninesix months ended SeptemberJune 30, 2017, include losses and LAE2021, policies in force declined in 10 out of $37 million net for Hurricane Irma and an increase to the Company’s core loss ratio for accident year 2017. Diluted earnings per common share decreased by $0.45 to $1.96 for19 states in which the nine months ended September 30, 2017, compared to $2.41 for the nine months ended September 30, 2016,Insurance Entities do business as a result of management’s
42

Table of Contents

actions. We actively wrote policies in 19 states during 2021 compared to 18 states at June 30, 2020. In addition, we are authorized to do business in Tennessee and Wisconsin and are proceeding with product filings in those states. Policies in force, premium in force and total insured value all increased as of June 30, 2021 when compared to June 30, 2020.
The following table provides direct premiums written for Florida and Other States for the decrease in net income. A more detailed discussion of this and other factors follows the table below.

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

Change

 

 

2017

 

 

2016

 

 

$

 

 

%

 

PREMIUMS EARNED AND OTHER REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct premiums written

$

816,350

 

 

$

741,782

 

 

$

74,568

 

 

 

10.1

%

Change in unearned premium

 

(80,543

)

 

 

(59,211

)

 

 

(21,332

)

 

 

36.0

%

Direct premium earned

 

735,807

 

 

 

682,571

 

 

 

53,236

 

 

 

7.8

%

Ceded premium earned

 

(230,722

)

 

 

(214,128

)

 

 

(16,594

)

 

 

7.7

%

Premiums earned, net

 

505,085

 

 

 

468,443

 

 

 

36,642

 

 

 

7.8

%

Net investment income (expense)

 

9,012

 

 

 

6,051

 

 

 

2,961

 

 

 

48.9

%

Net realized gains (losses) on investments

 

2,450

 

 

 

1,344

 

 

 

1,106

 

 

 

82.3

%

Commission revenue

 

14,546

 

 

 

12,927

 

 

 

1,619

 

 

 

12.5

%

Policy fees

 

14,594

 

 

 

13,093

 

 

 

1,501

 

 

 

11.5

%

Other revenue

 

4,917

 

 

 

4,827

 

 

 

90

 

 

 

1.9

%

Total premiums earned and other revenues

 

550,604

 

 

 

506,685

 

 

 

43,919

 

 

 

8.7

%

OPERATING COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

267,129

 

 

 

199,749

 

 

 

67,380

 

 

 

33.7

%

General and administrative expenses

 

171,582

 

 

 

166,780

 

 

 

4,802

 

 

 

2.9

%

Total operating costs and expenses

 

438,711

 

 

 

366,529

 

 

 

72,182

 

 

 

19.7

%

INCOME BEFORE INCOME TAXES

 

111,893

 

 

 

140,156

 

 

 

(28,263

)

 

 

-20.2

%

Income tax expense

 

41,354

 

 

 

54,400

 

 

 

(13,046

)

 

 

-24.0

%

NET INCOME

$

70,539

 

 

$

85,756

 

 

$

(15,217

)

 

 

-17.7

%

Other comprehensive income, net of taxes

 

4,201

 

 

 

5,631

 

 

 

(1,430

)

 

 

-25.4

%

COMPREHENSIVE INCOME

$

74,740

 

 

$

91,387

 

 

$

(16,647

)

 

 

-18.2

%

For the ninesix months ended SeptemberJune 30, 2017, our growth2021 and 2020 (dollars in writtenthousands):

For the Six Months Ended
June 30, 2021June 30, 2020Growth
 year over year
StateDirect Premiums Written%Direct Premiums Written%$%
Florida$707,381 84.3 %$613,280 83.0 %$94,101 15.3 %
Other states131,560 15.7 %125,958 17.0 %5,602 4.4 %
Total$838,941 100.0 %$739,238 100.0 %$99,703 13.5 %
We seek to grow and generate long-term rate adequate premium in both Florida increased 6.8% to $718.2 millioneach state where we offer policies. Diversified sources of business are an important objective and in statespremium growth outside Florida is a measure monitored by management in its efforts to meet that objective.
Direct premium earned increased 41.7% to $98.2 million. Premiums earned, net inby $104.6 million, or 15.8%, for the current period reflectsix months ended June 30, 2021, reflecting the earning of premiums written over the past 12 months and anyincluding positive changes in rates or policy countand changes in policies in force during that time.
Reinsurance enables our Insurance Entities to limit potential exposures to catastrophic events and other covered events. Ceded premium represents amounts paid to reinsurers for this protection. Ceded premium earned increased $52.3 million, or 24.2%, for the six months ended June 30, 2021 as compared to the same period of the prior year. The increase in reinsurance costs reflects an increase in costs, associated with the increase in exposures we insure, increased pricing when compared to the expired reinsurance program and differences in the structure and design of the respective programs. Reinsurance costs, as a percentage of direct premium earned, increased from 32.6% in 2020 to 35.0% in 2021 primarily due to the general increase in the pricing of reinsurance which generally takes effect prior to primary rate increases. Reinsurance costs associated with each year’s reinsurance program are earned over the annual policy period which typically runs fromJune 1st to May 31st. See the discussion above for the Insurance Entities’ 2021-2022 reinsurance programs and “Item 1— Note 4 (Reinsurance).”
Premiums earned, net were $505.1of ceded premium earned, grew by 11.7%, or $52.3 million, to $499.5 million for the ninesix months ended SeptemberJune 30, 2017, compared to $468.4 million for the nine months ended September 30, 2016. The increase in net earned premiums of $36.6 million, or 7.8%, includes2021, reflecting an increase in direct earned premiums of $53.2 million and an increase in ceded earned premiums of $16.6 million. Direct written premiums increased $74.6 million, or 10.1%, which consisted of an increase in Florida business of $45.7 million, or 6.8% over the prior year, and an increase in other states business of $28.9 million, or 41.7%, over the same period in 2016. In each state the Company writes business, direct premiums increased month over month during 2017 as compared to 2016. At September 30, 2017, direct premium in-force was $1.035 billion versus $945 million at September 30, 2016.

Our reinsurance programs run from June 1 to May 31 of the following year. Ceded premium earned was $230.7 million for the nine months ended September 30, 2017, compared to $214.1 million for the nine months ended September 30, 2016. The net increase in ceded earned premiums of $16.6 million is attributable tooffset by increased costs associated with our 2017/2018 reinsurance program. The increase in ceded premiums earned was due to increased ceded exposure from policy growth. In addition, during the third quarter of 2017 the Company recorded ceded written premium of $7.3 million to adjust the Company’s participation in the Florida Hurricane Catastrophe Fund of which $2.4 million was earned during the quarter as compared to an insignificant adjustment in 2016.

for reinsurance.

Net investment income was $9.0$5.8 million for the ninesix months ended SeptemberJune 30, 2017,2021, compared to $6.0$13.0 million for the same nine months in 2016. The increase in net investment income of $3.0 million is the result of an increase in fixed maturities, favorable market trends and actions taken to increase yield by investing funds along with maturities in higher yielding securities while maintaining high credit quality. Total average investments were $651.7 million with an average credit rating of AA- during the nine months ended September 30, 2017 compared to $576.1 million with an average credit rating of AA- for the same period in 2016.

2020, a decrease of $7.2 million, or 55.1%. This decrease is largely attributable to significantly lower yields on the reinvested portfolio following the sale of a majority of available-for-sale debt securities in the portfolio that were in an unrealized gain position in the third and fourth quarters of 2020. In the first quarter of 2020, our investment portfolio was adversely impacted by the COVID-19 pandemic-induced market dislocation, but subsequently substantially recovered, and we took advantage of the recovery with the realization of gains on our available-for-sale debt securities.

Market rates in the second half of 2020 were considerably lower than the book yields of the portfolio prior to the sale, and we expect the trend in lower interest income to continue, as long as we compare current yields to yields on the portfolio before it was sold in 2020. Additionally, income from cash investing was down $0.9 million in the first six months of 2021 as compared to the same period of the prior year due to significantly lower yields on cash sweep and short-term cash investing. Total invested assets were $1,030.5 million as of June 30, 2021 compared to $919.9 million as of December 31, 2020. Cash and cash equivalents were $286.5 million at June 30, 2021 compared to $167.2 million at December 31, 2020, an increase of 71.4%. This increase is the result of maintaining higher cash balances to support upcoming reinsurance premium payments in July and August 2021. Cash and cash equivalents are invested short term until needed to settle loss and LAE payments, reinsurance premium payments and operating cash needs or until they are deployed by our investment advisors.

Yields from cash and cash equivalents, short-term investments and the available-for-sale debt portfolio are dependent on the composition of the portfolio, future market forces, monetary policy and interest rate policy from the Federal Reserve. The Federal Reserve has broadly been lowering and maintaining lower interest rates, which has impacted the effective yields on new available-for-sale portfolio and overnight cash purchases and short-term investments. The overall trend has been lower interest rates on new purchases of securities over the past year and lower returns on cash and cash equivalents and short-term investments. As discussed above, due to the significant sale of securities during the third and fourth quarters of 2020, it is expected that future portfolio returns will reflect lower book yields based on current market conditions.
We sell investmentinvestments, including securities, from our investment portfolio of securities available for sale from time to time when opportunities ariseto meet our investment objectives or circumstances could result in greater losses if held. We sold investment securities available for sale duringtake advantage of market opportunities. During the ninesix months ended SeptemberJune 30, 20172021, sales of available-for-sale debt securities resulted in net realized losses of $0.5 million, sales of equity securities resulted in net realized gains of $1.1 million, and the sale of an investment real estate property resulted in a realized gain of $0.4 million, in total generating net realized gains of $2.5 million compared to$1.0 million. During the six months ended June 30, 2020, sales of available-for-sale debt securities resulted in net realized gains of $1.3$0.5 million. See “Item 1—Note 3 (Investments).”
43

Table of Contents

There was a $0.7 million forfavorable net unrealized gain in equity securities during the ninesix months ended SeptemberJune 30, 2016.

2021 compared to a $4.2 million unfavorable net unrealized loss in equity securities during the six months ended June 30, 2020. Net change in unrealized gains or losses reflected on the income statement are the result of changes in the fair market value of our equity securities during the period for securities still held and the reversal of unrealized gains or losses for securities sold during the period. See “Item 1—Note 3 (Investments).”

Commission revenue is comprised principally of brokerage commissions we earn from third-party reinsurers (excluding the FHCF) on reinsurance placed for the Insurance Entities. Commission revenue is earned pro-rata over the reinsurance policy period which runs from June 1st to May 31st of the following year. For the ninesix months ended SeptemberJune 30, 20172021, commission revenue was $14.5$19.0 million, compared to $12.9$14.8 million for the ninesix months ended SeptemberJune 30, 2016.2020. The increase in commission revenue of $1.6$4.2 million, or 12.5%28.5%, for the ninesix months ended SeptemberJune 30, 2017,2021 was primarily due to increased commissions from third-party reinsurers earned on increased reinsurance premiums due to growth in our exposures, as well as the difference in pricing and structure associated with our reinsurance program when compared to the nine months ended September 30, 2016 was the result of overall changes in the structure of the reinsurance programs in effect, the amount of premiums paid for reinsurance on our growing exposures and the types of reinsurance contracts used in each program.

prior year.

Policy fees for the ninesix months ended SeptemberJune 30, 2017,2021 were $14.6$12.0 million as compared to $13.1$12.1 million for the same period in 2016.2020. The increasedecrease of $1.5$0.1 million, or 11.5%1.0%, was the result of an increasea decrease in the total number of new and renewal policies written during the ninesix months ended SeptemberJune 30, 20172021 compared to the same period in 2016.

Other revenue2020 in states where we are permitted to charge this fee.

The following table presents losses and LAE incurred on a direct, ceded and net basis expressed in dollars and as a percent of the respective amounts of premiums earned. These amounts are further categorized as i) core losses, ii) weather events for the nine months ended September 30, 2017 was $4.9 millioncurrent accident year and for the same period in 2016 was $4.8 million. Other revenue represents revenue from premium financing and other miscellaneous income. The increase of $90 thousand, or 1.9%, was the result of an increase in the number of financed policies.

Losses and LAE, net of reinsurance were $267.1 million for the nine months ended September 30, 2017, compared to $199.7 million during the same period in 2016 as followsiii) prior years’ reserve development (dollars in thousands):

Nine Months Ended September 30, 2017

 

Six Months Ended June 30, 2021

Direct

 

 

Loss Ratio

 

 

Ceded

 

 

Loss Ratio

 

 

Net

 

 

Loss Ratio

 

DirectLoss RatioCededLoss RatioNetLoss Ratio

Premiums earned

$

735,807

 

 

 

 

 

 

$

230,722

 

 

 

 

 

 

$

505,085

 

 

 

 

 

Premiums earned$768,180 $268,703 $499,477 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses:

Hurricane Irma losses and loss adjustment

expenses

$

452,000

 

 

 

61.4

%

 

$

415,000

 

 

 

179.9

%

 

$

37,000

 

 

 

7.3

%

All other losses and loss adjustment

expenses

 

235,707

 

 

 

32.0

%

 

 

5,578

 

 

 

2.4

%

 

 

230,129

 

 

 

45.6

%

Core lossesCore losses$304,640 39.7 %$(50)— %$304,690 61.0 %
Weather events*Weather events*— — — — — — 
Prior years’ reserve developmentPrior years’ reserve development208,960 27.2 %202,466 75.3 %6,494 1.3 %

Total losses and loss adjustment expenses

$

687,707

 

 

 

93.4

%

 

$

420,578

 

 

 

182.3

%

 

$

267,129

 

 

 

52.9

%

Total losses and loss adjustment expenses$513,600 66.9 %$202,416 75.3 %$311,184 62.3 %
*Includes only current year weather events beyond those expected.*Includes only current year weather events beyond those expected.

Nine Months Ended September 30, 2016

 

Six Months Ended June 30, 2020

Direct

 

 

Loss Ratio

 

 

Ceded

 

 

Loss Ratio

 

 

Net

 

 

Loss Ratio

 

DirectLoss RatioCededLoss RatioNetLoss Ratio

Premiums earned

$

682,571

 

 

 

 

 

 

$

214,128

 

 

 

 

 

 

$

468,443

 

 

 

 

 

Premiums earned$663,590 $216,391 $447,199 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses:Loss and loss adjustment expenses:
Core lossesCore losses$263,622 39.7 %$48 — %$263,574 58.9 %
Weather events*Weather events*18,000 2.7 %— — 18,000 4.0 %
Prior years’ reserve developmentPrior years’ reserve development54,067 8.1 %49,248 22.8 %4,819 1.1 %

Total losses and loss adjustment expenses

$

198,069

 

 

 

29.0

%

 

$

(1,680

)

 

 

(0.8

%)

 

$

199,749

 

 

 

42.6

%

Total losses and loss adjustment expenses$335,689 50.5 %$49,296 22.8 %$286,393 64.0 %
*Includes only current year weather events beyond those expected.*Includes only current year weather events beyond those expected.


See “Item 1 — 1—Note 6 (Liability for Unpaid Losses and Loss Adjustment Expenses)” for change in liability for unpaid losses and LAE.

During the nine months ended September 30, 2017 the Company recorded gross

Management looks at losses and LAE in three areas, as described below and represented in the tables above, each of $452.0which have different drivers which impact reported results. As a result, these components of losses and LAE are described separately. Overall losses and LAE, net of reinsurance recoveries, were $311.2 million resulting from Hurricane Irma.in a 62.3% net loss and LAE ratio for the six months ended June 30, 2021.This compares to $286.4 million resulting in a 64.0% net loss and LAE ratio for the six months ended June 30, 2020. The Company’s reinsurance program limited losses from Hurricane Irma to $37 million adding 7.3 percentage points to the net losses and LAE ratio for the nine-monthsix months ended June 30, 2021 also reflects higher relative reinsurance costs compared to the same period ended September 30, 2017. Under the Company’s reinsurance program UPCIC cedes losses and LAE greater than $35 million in all states up2020, which contributed an overall increase of 2.2 percentage points to a maximum of $2.71 billion and APPCIC cedes all losses and LAE greater than $2 million up to a maximum amount of $27.6 million. The Company’s reinsurance protection performed as expected by reducing the net loss and LAE exposureratio. See the discussion above for the Insurance Entities’ 2021-2022 reinsurance programs and “Item 1- Note 4 (Reinsurance) to the maximum retained limits,Condensed Consolidated Financial Statements.

44

Table of Contents

The factors impacting losses and LAE are as stated above,follows:

Core losses

Our core losses consist of all losses and will provide full reinsurance capacity of $2.71 billion for UPCIC and $27.6 million for APPCICLAE for the remaindercurrent year excluding both weather events for the current year beyond those anticipated in our regular accrual process and prior years’ reserve development. Core losses were 39.7% of direct premium earned for both the 2017/2018six months ended June 30, 2021 and 2020. These losses and loss ratios benefit from the management of claims by our claims adjusting affiliate, including claim fees ceded to reinsurers, which are described below, reducing core losses. The core loss ratio for 2020 and 2021 reflects trends we have seen in higher expected frequency and costs to settle claims in the Florida market, specifically in response to increased trends in litigated and represented claims. Core losses also increase as premium volume increases year over year. Although the Insurance Entities received rate increases in Florida and certain other states, management has elected not to decrease the core loss ratio compared to the prior year but to increase it by one loss ratio point and to monitor results until management sees loss costs stabilize in Florida and certain other states. During the six months ended June 30, 2021, the direct core loss ratio increased by one loss ratio point compared to the same period in 2020 from an increase in the current accident year loss pick. This one loss ratio point increase results from recent and ongoing trends in weather-related claims as well as the continuing prevalence of solicited, represented and litigated claims in Florida resulting in increased claims frequencies, losses and loss adjustment expenses.

Weather events beyond those expected

There were no weather events beyond those expected and included in the core losses during the six months ended June 30, 2021.
During the six months ended June 30, 2020, weather events beyond those expected totaled $18.0 million in direct and net core loss, principally for impacts from 14 Property Claims Services (PCS) events during the six months ended June 30, 2020, across a series of states where we do business.

Prior years’ reserve development

Two drivers influence the amounts recorded as prior years’ reserve development, namely: (i) changes to prior estimates of direct and net ultimate losses on prior accident years excluding major hurricanes and (ii) changes to prior estimates of direct and net ultimate losses on hurricanes. During the six months ended June 30, 2021, prior years’ reserve development totaled $209.0 million of direct losses and $6.5 million of net unfavorable loss development after the benefit of reinsurance.

For hurricanes, prior years’ reserve development for the six months ended June 30, 2021 was the result of a direct increase in the ultimate losses for hurricanes of $201.2 million offset by ceded hurricane season.losses of $202.5 million resulting in net favorable development of $1.3 million. Direct losses increased for Hurricanes Irma, Sally, Michael and Matthew. Ceded losses benefited from changes to estimated non-Florida reinsurance coverage, which has a lower attachment point. As a result of ceded losses exceeding direct losses, net loss development on prior hurricanes was favorable during the six months ended June 30, 2021.

Excluding hurricanes, there was $7.8 million of direct and net prior years’ reserve development for the six months ended June 30, 2021. This development, from the 2019 and prior accident years, resulted from the settlement on litigated claims exceeding prior estimated amounts.

For the six months ended June 30, 2020, direct prior years’ reserve development of $54.1 million less $49.3 million ceded, resulted in $4.8 million net from revised estimates for Hurricanes Irma, Michael and Matthew.

The Company continues to experience inflated costs for losses and LAE in the Florida market, where an industry has developed around the solicitation, filing and litigation of personal residential claims, resulting in a pattern of continued increased year over year levels of represented claims, inflation of purported claim amounts, and increased demands for attorneys’ fees. See UPCIC’s and APPCIC’s 2017-2018 Reinsurance Program“Results of Operations – Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020” for a discussion of these trends and the Company’s reinsurance program.

All other net losses and LAE, net was $230.1 recent Florida legislation.


The residual fees generated by our claims adjusting affiliate from the management of claims, including claim fees ceded by our Insurance Entities to reinsurers, were $9.3million for the ninesix months ended SeptemberJune 30, 2017,2021, compared to $199.7$1.0 million during the six months ended June 30, 2020, driven by the recoveries from reinsurers and internal claim services on the expected core loss ratio. The benefit was recorded in the condensed consolidated financial statements as a reduction to losses and LAE.

45

Table of Contents

General and administrative expenses were $164.3 million for the six months ended June 30, 2021, compared to $146.6 million during the same period in 2016. The increase reflects general growth and an increase in the underlying losses and LAE ratio of 3.0 percentage points.

The trend in the Company’s underlying losses and LAE ratio presented in the table above reflects continued geographic expansion into states outside of Florida where non-catastrophe loss ratios are generally higher than in Florida and the marketplace dynamics inside of Florida including challenges faced by insurers when policyholders assign benefits underlying their policies to third parties.


General and administrative expenses were $171.6 million for the nine months ended September 30, 2017, compared to $166.8 million during the same period in 20162020, as follows (dollars in thousands):

Nine Months Ended

 

 

 

 

 

 

 

 

 

Six Months Ended

September 30,

 

 

Change

 

June 30,Change

2017

 

 

2016

 

 

$

 

 

%

 

20212020$%

$

 

 

Ratio

 

 

$

 

 

Ratio

 

 

 

 

 

 

 

 

 

$Ratio$Ratio  

Premiums earned, net

$

505,085

 

 

 

 

 

 

$

468,443

 

 

 

 

 

 

$

36,642

 

 

 

7.8

%

Premiums earned, net$499,477  $447,199  $52,278 11.7 %

General and administrative expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses:    

Policy acquisition costs

 

100,754

 

 

 

20.0

%

 

 

92,455

 

 

 

19.7

%

 

 

8,299

 

 

 

9.0

%

Policy acquisition costs113,224 22.7 %95,388 21.4 %17,836 18.7 %

Other operating costs

 

70,828

 

 

 

14.0

%

 

 

74,325

 

 

 

15.9

%

 

 

(3,497

)

 

 

(4.7

%)

Other operating costs (1)Other operating costs (1)51,120 10.2 %51,176 11.4 %(56)(0.1)%

Total general and administrative expenses

$

171,582

 

 

 

34.0

%

 

$

166,780

 

 

 

35.6

%

 

$

4,802

 

 

 

2.9

%

Total general and administrative expenses$164,344 32.9 %$146,564 32.8 %$17,780 12.1 %
(1)Other operating costs includes $58 thousand and $69 thousand of interest expense for the six months ended June 30, 2021 and 2020, respectively.
(1)Other operating costs includes $58 thousand and $69 thousand of interest expense for the six months ended June 30, 2021 and 2020, respectively.

For the nine months ended September 30, 2017, general


General and administrative expenses were $171.6increased by $17.8 million, compared to $166.8 million for the same period in 2016. The net increase in total general and administrative expenses of $4.8 millionwhich was the result of increases in policy acquisition costs of $8.3$17.9 million primarily due to commissions and premium taxes associated with increased premium volume, offset by a net decrease in other operating costs of $3.5 million, due to a reduction in stock-based compensation, a reduction in amounts spent on insurance swap contracts and lower consulting and legal fees, partially offset by increases in advertising to promote growth within and outside Florida. Overall, the$0.1 million. The expense ratio (general and administrative expenses as a percentage of premiums earned, net increased from 32.8% for the six months ended June 30, 2020 to 32.9% for the same period in 2021. The increase in policy acquisition costs as a percentage of premiums earned, premiums) benefited fromnet increased during the six months ended June 30, 2021 as a result of higher reinsurance costs reducing premiums earned, net in a greater proportion than the prior year. The commission rate paid to agents on the renewal of Florida policies was reduced 2 percentage points effective April 1, 2021, which will benefit future periods as the new rate structure applies prospectively. Other operating cost ratio for the six months ended June 30, 2021 was 10.2% compared to 11.4% in the six months ended June 30, 2020, reflecting lower share-based compensation in 2021 and continued economies of scale as general and administrative expensesother operating costs did not increase at the same rate as revenues. premiums earned, net.

As a result of the above, the combined ratio for the six months ended June 30, 2021was 95.2%compared to 96.8% during the same period in 2020. The decrease reflects improved profitability when compared to the same period of 2020. The reduction was the result of a decrease in the loss and LAE ratio, offset by a slight increase in the expense ratio as a percentage of net earnings decreased to 34.0% for the nine months ended September 30, 2017 compared to 35.6% for the same period in 2016.

described above.


Income tax expense was $18.1 million for the ninesix months ended SeptemberJune 30, 2017 decreased by $13.0 million, or 24.0%, when2021, compared to income tax expense of $15.1 million for the ninesix months ended SeptemberJune 30, 2017, primarily2020. Our ETR decreased to 27.2% for the six months ended June 30, 2021, as compared to 27.4% for the six months ended June 30, 2020. The ETR decreased as a result of a decrease inlower ratio of permanent items relative to the amount of income before income taxes, offset by the benefit derived from twoprincipally non-deductible compensation, and a lower level of discrete items. The first was a credit to income tax expense of $0.8 million for excess tax benefits resulting from stock-based awards that vested and/or were exercised during the nine months ended September 30, 2017. This credit to income tax expense represents the application of a new accounting pronouncement. Prior to 2017, excess benefits were recorded in stockholders’ equity. The other discrete item is a credit to income tax expense of $1.2 million resulting from anticipated recoveries of income taxes paid for the 2014-2015 tax years. Collectively, these discrete items, lowered our effective tax rate to 37.0% for the nine months ended September 30, 2017 as compared to 38.8% for the nine months ended nine months ended September 30, 2016.

benefits.

Other comprehensive income,loss, net of taxes for the ninesix months ended SeptemberJune 30, 20172021, was $4.2$8.9 million compared to $5.6other comprehensive income of $17.1 million for the same period in 2016. Other comprehensive income (loss) represents after tax2020, reflecting after-tax changes to equity which are not recognized in net income, including changes in the fair value of available-for-sale debt securities available for sale held in our investment portfolio and any reclassifications out of cumulativeaccumulated other comprehensive income for available-for-sale debt securities sold. See “Item 1 — 1—Note 11 (Other Comprehensive Income (Loss)).

for additional information about the amounts comprising other comprehensive income for these periods.


46

Table of Contents

Analysis of Financial Condition—As of SeptemberJune 30, 20172021 Compared to December 31, 2016

2020

We believe that cash flows generated from operations will be sufficient to meet our working capital requirements for at least the next twelve months. Our policy is toWe invest amounts considered to be in excess of current working capital requirements.

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

 As of
June 30,December 31,
Type of Investment20212020
Available-for-sale debt securities$921,800 $819,861 
Equity securities95,690 84,887 
Assets held for sale7,053 — 
Investment real estate, net5,981 15,176 
Total$1,030,524 $919,924 

 

 

September 30,

 

 

December 31,

 

Type of Investment

 

2017

 

 

2016

 

Fixed maturities

 

$

609,179

 

 

$

584,361

 

Equity securities

 

 

26,075

 

 

 

50,803

 

Short-term investments

 

 

 

 

 

5,002

 

Investment real estate, net

 

 

16,324

 

 

 

11,435

 

Total

 

$

651,578

 

 

$

651,601

 

See “Item 1 —1—Condensed Consolidated Statements of Cash Flows” and “Item 1—Note 3 (Investments)” for explanations ofon changes in investments.

Prepaid reinsurance premiums represent the portion of unearned ceded written premiumspremium that will be earned pro-rata over the coverage period inof our reinsurance program, which runs from June 1st to May 31st of the future.following year. The increase of $88.1$316.6 million to $212.5$532.3 million as of SeptemberJune 30, 2017,2021 was primarily due primarily to additional ceded written premium of $568.5 million recorded this quarter for the reinsurance costs relating to our 2017-2018new 2021-2022 catastrophe reinsurance program beginning June 1, 2017.

2021, less amortization of ceded written premium for the reinsurance costs earned during the period

Reinsurance recoverable represents the estimated amount of paid and unpaid losses, LAE and LAEother expenses that are recoverableexpected to be recovered from reinsurers. The increase of $412.6$35.9 million to $412.7$196.3 million as of SeptemberJune 30, 20172021 was primarily due to Hurricane Irma.

increased estimates of amounts recoverable from reinsurers relating to settled claims from hurricanes and other events covered by our reinsurance contracts.

Premiums receivable, net, represents amounts receivable from policyholders. The increase in premiums receivable, net, of $12.9$7.2 million to $66.7$74.1 million as of SeptemberJune 30, 20172021 relates to both the growth, inseasonality and seasonalityconsumer payment behavior of our business. The amount of direct premiums written during a calendar year tends to increase just prior to the Company’s business includingsecond quarter and tends to decrease approaching the fourth quarter.
Deferred policy acquisition costs (“DPAC”) increased consumer demand during storm periods.

Deferred income tax assets and liabilities represent temporary differences between U.S. GAAP and the tax basis of the Company's assets and liabilities. During the nine months ended September 30, 2017, deferred tax assets decreased by $5.4 million to $5.3 million, primarily due to an increase in deferred policy acquisition costs and decrease in unrealized gains and losses.

Deferred policy acquisition costs increased $11.0 million to $75.9$116.0 million as of SeptemberJune 30, 2017,2021, which is in lineconsistent with the underlying premium growth. See “Item 1 — 1—Note 5 (Insurance Operations)” for a roll-forward in the balance of our deferred policy acquisition costs.

DPAC.

Income taxes recoverable increased $15.9represents the difference between estimated tax obligations and tax payments made to taxing authorities. As of June 30, 2021, the balance recoverable was $24.7 million, representing amounts due from taxing authorities at that date, compared to $19.2 million asa balance recoverable of September 30, 2017, from $3.3$30.6 million as of December 31, 2016. The increase represents amounts due from taxing jurisdictions within one year and arise when income tax payments exceed income tax liabilities.2020. Income taxes recoverable as of SeptemberJune 30, 2017 were $19.2 million, which represents amounts recoverable 2021 will either be refunded or to be applied to future periods forto offset future federal and state income taxes.

tax obligations.


Deferred income taxes represent the estimated tax asset or tax liability caused by temporary differences between the tax return basis of certain assets and liabilities and amounts recorded in the financial statements. During the six months ended June 30, 2021, deferred tax assets decreased by $10.8 million from a $6.3 million deferred tax asset to a deferred tax liability of $4.5 million primarily due to a decrease in unearned premiums. Deferred income taxes reverse in future years as the temporary differences between book and tax reverse.
Other assets increased by $7.1 million to $22.0 million as of June 30, 2021, primarily driven from increases in receivable due from brokers relating to securities sold from our investment portfolio which settled after June 30, 2021.
See “Item 1 — 1—Note 6 (Liability for Unpaid Losses and Loss Adjustment Expenses)” for a roll-forward in the balance of our unpaid losses and LAE. Unpaid losses and LAE increased $381.9decreased by $43.8 million to $440.4$278.7 million as of SeptemberJune 30, 2017.2021. The increasereduction in 2017unpaid losses and LAE was a resultprincipally due to the settlement of claims from previous hurricane and storm events, as more claims from those events concluded during the six months ended June 30, 2021. Overall unpaid losses recorded in the third quarter of 2017 for Hurricane Irma.and LAE decreased, as claim settlements exceeded new emerging claims. Unpaid losses and LAE are net of estimated subrogation recoveries. The Company is continuing its initiatives to expedite claims payments including the ability of our mobile claims teams to rapidly settle certain claims, which we refer to as “Fast Track,”and pursuing the anticipated benefits from subrogation collections.

Unearned premiums represent the portion of direct premiums written premiums that will be earned pro ratapro-rata in the future. The increase of $80.5$70.8 million from December 31, 2020 to $556.3$853.9 million as of SeptemberJune 30, 20172021 reflects both organic growth andthe seasonality of our business including increased consumer demand during storm periods as described under “– Overview”.

business.

Advance premium represents premium payments made by policyholders ahead of the effective date of the policies. The increase of $10.9$18.7 million to $28.7$68.3 million as of SeptemberJune 30, 20172021 reflects both organic growthcustomer payment behavior and the seasonality of our business including increased consumer demand during storm periodsbusiness.
47

Table of Contents

We exclude net negative cash balances, if any, from cash and cash equivalents that we have with any single financial institution based on aggregating the book balance of all accounts at the institution which have the right of offset. If the aggregation results in a net negative book balance, that balance is reclassified from cash and cash equivalents in our Condensed Consolidated Balance Sheet to book overdraft. These amounts represent outstanding checks or drafts not yet presented to the financial institution in excess of amounts on deposit at the financial institutions. We maintain a short-term cash investment strategy sweep to maximize investment returns on cash balances. There were no book overdrafts as described under “– Overview”.

of June 30, 2021 compared to book overdrafts totaling $59.4 million as of December 31, 2020.

Reinsurance payable, net, increased $260.5 million to $341.4 million as of September 30, 2017 and is comprised ofrepresents the unpaid amountsreinsurance premium installments owed to reinsurers, in connection with the renewal of the Company’s 2017/2018 catastrophe reinsurance program, which began June 1, 2017. It also includes $114 million inunpaid reinstatement premiums due to reinsurers and cash advances received from reinsurers, in connection with Hurricane Irma’s anticipated recoveries.

if any. On June 1
st of each year, we renew our core catastrophe reinsurance program and record the estimated annual cost of our reinsurance program. These estimated annual costs are increased or decreased during the year based on premium adjustments or as a result of new placements during the year. The annual cost initially increases reinsurance payable, which is then reduced as installment payments are made over the policy period of the reinsurance, which typically runs from June 1st to May 31st. The balance increased by $571.5 million to $581.8 million as of June 30, 2021 as a result of a new reinsurance placement during the quarter ended June 30, 2021 and the timing of the above items.

Other liabilities and accrued expenses increased $10.0decreased by $15.2 million to $37.1 million as of June 30, 2021, primarily driven from a resultdecrease in other liabilities due to the timing of payments.

Capital resources, net, increased expenses that relate to Hurricane Irma and costs, such as commissions and taxes, related to increases in our business.

Dividend payable representsby $30.8 million for the unpaid dividends liability of $0.14 per share declared on August 31, 2017, based on shareholders of record on September 12, 2017 and payable on October 24, 2017.

Capital Resources increased net $47.6 million and includes increases in stockholders’ equity of $49.4 million offset by reduction in long-term debt of $1.8 million.six months ended June 30, 2021. The increasesincrease in stockholders’ equity was principally the result of 2017our 2021 net income and share-based compensation, offset by declines in the after-tax changes in the fair value of our available-for-sale debt securities, treasury stockshare purchases and dividends to shareholders and stock based compensation. The reduction in long-term debt was the resultshareholders. See “Item 1—Condensed Consolidated Statements of principal payments on debt during 2017. See “– Liquidity and Capital Resources” Stockholders’ Equity” and “Item 1 – 1—Note 8 (Stockholders’ Equity)” for explanation of changes in treasury stock.

The reduction in long-term debt of $0.7 million was the result of principal payments on debt during 2021. See “—Liquidity and Capital Resources

Resources” for more information.


LIQUIDITY AND CAPITAL RESOURCES
Liquidity

Liquidity is a measure of a company’s ability to generate sufficient cash flows to meet its short and long-term obligations. Funds generated from operations have been sufficient and we expect them to be sufficient to meet our current and long term liquidity requirementsrequirements. See discussion below regarding the COVID-19 pandemic’s impact. Also see the discussion above under “Overview—Trends—Impact of the COVID-19 Pandemic” regarding our response to the COVID-19 pandemic, the financial impact to us in 2020, our general outlook and we expect that, inplans to monitor the future, funds from operations will continue to meet such requirements.

economic consequences of the COVID-19 pandemic.

The balance of cash and cash equivalents, excluding restricted cash, as of SeptemberJune 30, 20172021 was $366.2$286.5 million, compared to $105.7$167.2 million at December 31, 2016.2020. See “Item 1 — 1—Condensed Consolidated Statements of Cash Flows” for a reconciliation of the balance of cash and cash equivalents between SeptemberJune 30, 20172021 and December 31, 2016.2020. The increase in cash and cash equivalents was driven by significant cash flows generated from operating and investing activities in excess of thosecash flows used forin investing and financing activities. The increaseOur cash investment strategy at times includes cash investments where the right of offset against other bank accounts does not exist.A book overdraft occurs when aggregating the book balance of all accounts at a financial institution, for accounts which have the right of offset, and if the aggregation results in cash balances at September 30, 2017 also includes $114.0 million of advance payments receiveda net negative book balance, that balance is reclassified from reinsurers, (“cash calls”) available under the Company’s reinsurance program. Most of the balance of cash and cash equivalents maintained isin our Condensed Consolidated Balance Sheet to book overdraft. Cash and cash equivalents balances are available forto settle book overdrafts, and to pay reinsurance premiums, expenses and claims. Reinsurance premiums are paid in installments during the payment of claims and operationreinsurance policy period, which runs from June 1st to May 31st of the Company.

following year. The FHCF reimbursement premiums are paid in three installments on August 1st, October 1st, and December 1st, and third-party reinsurance premiums are generally paid in four installments on July 1st, October 1st, January 1st and April 1st, resulting in significant payments at those times. See “Item 1—Note 12 (Commitments and Contingencies)” and “—Contractual Obligations” for more information.

The balance of restricted cash and cash equivalents as of SeptemberJune 30, 20172021 and December 31, 2016 includes2020 represents cash equivalents on deposit with certain regulatory agencies in the various states in which our Insurance Entities do business.

Liquiditybusiness and, in 2021, restricted cash and cash equivalents also includes collateral held by a reinsurance captive arrangement with one of the Insurance Entities reported as a variable interest entity (“VIE”) in the condensed consolidated financial statements. The amount of collateral held was $3.5 million as of June 30, 2021. See “Item 1—Note 14 (Variable Interest Entities)” for UVE and its non-insurance subsidiariesmore information.

Liquidity is required at the holding company for us to cover the payment of general operating expenses and contingencies, dividends to shareholders (if and when authorized and declared by our Board of Directors), payment for the possible repurchase of our common stock (if and when authorized by our Board of Directors), payment of income taxes, capital contributions to subsidiaries, if needed, and interest and principal payments on outstanding debt obligations of the holding company, if any. See “Item 1—Note 5 (Insurance Operations).” The declaration and payment of future dividends by UVE to itsour shareholders, and any future repurchases of UVEour common stock, will be at the discretion of our Board of Directors and will depend upon many factors, including our operating results, financial condition, debt covenants and any regulatory constraints. New regulations or changes to existing regulations imposed on the company and its affiliates may also impact the amount and timing of future dividend payments to the parent. Principal sources of liquidity for UVE and its non-insurance subsidiariesthe holding company include revenues dividends paid by our service entities
48

Table of Contents

generated from income earned on fees paid by the Insurance Entities to affiliated companies for policy administration,general agency, inspections and claims adjusting services. Additional sources of liquidity includeDividends are also paid from income earned from brokerage commissions earned on reinsurance contracts placed by our wholly-owned subsidiary, Blue Atlantic Reinsurance Corporation, and policy fees and any unused credit lines. UVEfees. We also maintainsmaintain high quality investments in equity securities, which areour portfolio as a source of liquidity along with ongoing interest and dividend income and would generate funds upon sale.from those investments. As discussed in “Item 1 – 1—Note 5 (Insurance Operations),” there are limitations on the dividends the Insurance Entities may pay to their immediate parent company, Protection Solutions, Inc. (“PSI”, formerly known as Universal Insurance Holding Company of Florida (“UVECF”)Florida).


The maximum amount of dividends that can be paid by Florida insurance companies without prior approval of the Commissioner of the FLOIR is subject to restrictions as referenced below and in “Item I – 1—Note 5 (Insurance Operations).” The maximum dividend that may be paid by the Insurance Operations.”Entities to PSI without prior approval is limited to the lesser of statutory net income from operations of the preceding calendar year or statutory unassigned surplus as of the preceding year end. During the ninesix months ended SeptemberJune 30, 2017, UPCIC paid $30.0 million in dividends to UVECF. The2021 and the year ended December 31, 2020, the Insurance Entities did not pay dividends to UVECF during the year ended December 31, 2016.

PSI.

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

recoverable and financing fees.

Our insurance operations provide liquidity in thatas premiums are generally received months or even years before potential losses are paid under the policies written. In the event of catastrophic events, many of the Company’sour reinsurance agreements provide for “cash calls”advance” whereby reinsurers advance or prepay amounts to the Company,us, thereby providing liquidity, which the Company utilizeswe utilize in the claim settlement process. At September 30, 2017 reinsurers advanced $114 million toIn addition, the Company for Hurricane Irma claims. The Insurance Entities maintain substantial investments in highly liquid, marketable securities, which would generate funds upon sale.

The average credit rating on our available-for-sale securities was A+ as of June 30, 2021 and December 31, 2020. Credit ratings are a measure of collection risk on invested assets. Credit ratings are provided by third party nationally recognized rating agencies and are periodically updated. Management establishes guidelines for minimum credit rating and overall credit rating for all investments. The duration of our available-for-sale securities was 4.3 years at June 30, 2021 compared to 4.0 years at December 31, 2020. Duration is a measure of a bond’s sensitivity to interest rate changes and is used by management to limit the potential impact of longer-term investments.

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

Capital Resources

Capital resources provide protection for policyholders, provide forfurnish the financial strength to support the business of underwriting insurance risks and supportfacilitate continued business growth. At September 30, 2017, we had total capital of $433.8 million, comprised ofThe following table provides our stockholders’ equity, of $420.6 million and total long-term debt, of $13.2 million. Our debt-to-total-capitaltotal capital resources, debt-to-total capital ratio and debt-to-equity ratio were 3.0% and 3.1%, respectively, at September 30, 2017. At December 31, 2016, we had totalfor the periods presented (dollars in thousands):
 As of
June 30,December 31,
20212020
Stockholders’ equity$480,842 $449,262 
Total long-term debt7,721 8,456 
Total capital resources$488,563 $457,718 
Debt-to-total capital ratio1.6 %1.8 %
Debt-to-equity ratio1.6 %1.9 %
The debt-to-total capital of $386.2 million, comprised of stockholders’ equity of $371.2 million andratio is total long-term debt of $15.0 million. Our debt-to-total-capital ratio anddivided by total capital resources, whereas debt-to-equity ratio were 3.9%is total long-term debt divided by stockholders’ equity. These ratios help management measure the amount of financing leverage in place in relation to equity and 4.0%, respectively, at December 31, 2016.

future leverage capacity.

As described in our Annual Report on Form 10-K for the year ended December 31, 2016,2020, UPCIC entered into a surplus note with the State Board of Administration of Florida under Florida’s Insurance Capital Build-Up Incentive Program on November 9, 2006. The surplus note has a twenty-year term, with quarterly payments of principal and interest that accruesaccrue per the terms of the note agreement. At SeptemberJune 30, 2017,2021, UPCIC was in compliance with the terms of the surplus note. Total adjusted capital and surplus, which includes the surplus note, was in excess of regulatory requirements for both UPCIC and APPCIC.


49

Table of Contents

In addition to the liquidity generally provided from operations, we maintain a conservative, well-diversified investment portfolio, predominantly comprised of fixed income securities with an average credit rating of A+, that focuses on capital preservation and providing an adequate source of liquidity for potential claim payments and other cash needs. The portfolio’s secondary investment objective is to provide a total rate of return with emphasis on investment income. Historically, we have consistently generated funds from operations, allowing our cash and invested assets to grow. We have not had to liquidate investment holdings to fund either operations or financing activities.
Impact of the COVID-19 Pandemic
There has been significant recovery in the fair value of invested assets since the low point on or about March 23, 2020 and in the third and fourth quarters of 2020 the Company sold many of its securities in an unrealized gain position to take advantage of the recovery in asset values. The proceeds from the sales of available-for-sale debt securities in the third and fourth quarters of 2020 have been fully reinvested. The sales took advantage of increased market prices occurring on our available-for-sale debt investment portfolio. As a result of the sales and reinvestment of available-for-sale debt securities, it is expected that future portfolio investment income will be lower, as reinvestment rates reflected market rates which were below the book yields of the securities sold.

The impact of the COVID-19 pandemic on the credit markets remains a key risk as the world continues to navigate the consequences of the COVID-19 pandemic and efforts taken by governments to accelerate and stimulate a financial recovery. Our concern is that individual companies within our portfolio experience business declines as a result of the COVID-19 pandemic’s adverse impact on their business which impacts their credit rating, reducing the market value of their securities. We remain in regular contact with our advisors to monitor credit of the issuers of our securities and discuss appropriate responses to credit downgrades or changes in companies credit outlook. We believe these measures, when combined with the inherent liquidity generated by our business model and in our investment portfolio, will allow us to continue to meet our short- and long-term obligations.

We implemented certain premium payment grace periods in Florida and other states to assist policyholders affected by the COVID-19 pandemic. In addition, we have waived late payment fees that otherwise would apply to those policyholders. To date we have not seen significant use of these grace periods. We are not able at this time to estimate the number of policyholders who might avail themselves of an extended grace period. Generally, a significant number of our policies are subject to payment by mortgage companies, which are likely to continue remitting payments as scheduled. Our collection experience since March 2020 was consistent with our average experience. This reflects on the nature of homeowners’ insurance and the priority that mortgage companies and policyholders place on maintaining coverage for insured properties. We will monitor this as the impact of the COVID-19 pandemic and its economic consequences are felt by our policyholders.

Looking Forward

We continue to monitor a range of financial metrics related to our business. Although we have not yet experienced material adverse impacts on our business or liquidity, conditions are subject to change depending on the extent of the economic downturn and the pace and extent of an economic recovery. Significant uncertainties exist with the potential long-term impact of the COVID-19 pandemic, including unforeseen newly emerging risks that could affect us. We will continue to monitor the broader economic impacts of the COVID-19 pandemic and its impact on our operations and financial condition including liquidity and capital resources.
Common Stock Repurchases
On November 3, 2020, we announced that our Board of Directors authorized a share repurchase program under which we may repurchase in the open market up to $20 million of outstanding shares of our common stock through November 3, 2022. We may repurchase shares from time to time at itsour discretion, based on ongoing assessments of theour capital needs, of the Company, the market price of itsour common stock and general market conditions. The CompanyWe will fund the share repurchase program with cash from operations. At September 30, 2017, there were two authorized repurchase plans in effect:

On June 13, 2016, the Company announced that its Board of Directors authorized the repurchase of up to $20 million of the Company’s outstanding common stock through December 31, 2017 (the “2017 Share Repurchase Program”) of which $47 thousand was remaining as of September 30, 2017.

On September 5, 2017, our Board of Directors authorized the repurchase of up to $20 million of the Company’s outstanding common stock through December 31, 2018 (the “2018 Share Repurchase Program”). This new authorization follows the Board authorized 2017 Share Repurchase Program which is close to being exhausted. There were no shares of common stock repurchased under 2018 Share Repurchase Program in September 2017.

During the ninesix months ended SeptemberJune 30, 2017,2021, we repurchased an aggregate of 760,55915,444 shares of UVE’sour common stock in the open market at an aggregate costpurchase price of $17.9$0.2 million. Also, see “Part“Part II, Item 2 — 2—Unregistered Sales of Equity Securities and Use of Proceeds” for share repurchase activity during the three months ended SeptemberJune 30, 2017.

Cash Dividends

On January 23, 2017, we declared2021.

Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that are reasonably likely to have a cash dividendmaterial effect on the financial condition, results of $0.14 per share on our outstanding common stock, which was paid on March 2, 2017, tooperations, liquidity, or capital resources of the shareholders of recordCompany, except for multi-year reinsurance contract commitments for future years that will be recorded at the closecommencement of business on February 17, 2017.

On Aprilthe coverage period. See “Item 1—Note 12 2017, we(Commitments and Contingencies)” for more information.


50

Table of Contents

Cash Dividends
The following table summarizes the dividends declared a cash dividend of $0.14 per share on our outstanding common stock, which was paid on July 3, 2017, toby the shareholders of record at the close of business on June 14, 2017.

On August 31, 2017, we declared a cash dividend of $0.14 per share on our outstanding common stock, payable on October 24, 2017, to the shareholders of record at the close of business on September 12, 2017.

Contractual Obligations

Company in 2021:

2021Dividend
Declared Date
Shareholders
Record Date
Dividend
Payable Date
Cash Dividend
Per Common Share Amount
First QuarterMarch 1, 2021March 11, 2021March 18, 2021$0.16 
Second QuarterApril 22, 2021May 14, 2021May 21, 2021$0.16 
Third QuarterJuly 19, 2021August 2, 2021August 9, 2021$0.16 

CONTRACTUAL OBLIGATIONS
The following table represents our contractual obligations for which cash flows are fixed or determinable as of SeptemberJune 30, 20172021 (in thousands):

 

 

 

 

 

Less than

 

 

 

 

 

 

 

 

 

 

Over

 

 

Total

 

 

1 year

 

 

1-3 years

 

 

3-5 years

 

 

5 years

 

Unpaid losses and LAE, direct (1)

$

440,443

 

 

$

281,884

 

 

$

127,288

 

 

$

22,903

 

 

$

8,368

 

Long-term debt

 

14,624

 

 

 

1,322

 

 

 

5,100

 

 

 

3,233

 

 

 

4,969

 

Total contractual obligations

$

455,067

 

 

$

283,206

 

 

$

132,388

 

 

$

26,136

 

 

$

13,337

 

(1)

There are generally no notional or stated amounts related to unpaid losses and LAE. Both the amounts and timing of future loss and LAE payments are estimates and subject to the inherent variability of legal and market conditions affecting the obligations and making the timing of cash outflows uncertain. The ultimate amount and timing of unpaid losses and LAE could differ materially from the amounts in the table above. Further, the unpaid losses and LAE do not represent all the obligations that will arise under the contracts, but rather only the estimated liability incurred through September 30, 2017.


TotalLess than
1 year
1-3 years3-5 yearsOver
5 years
Reinsurance payable and multi-year commitments (1)$886,462 $581,818 $304,644 $— $— 
Unpaid losses and LAE, direct (2)278,658 168,867 80,811 22,014 6,966 
Long-term debt8,088 1,199 4,650 2,239 — 
Total contractual obligations$1,173,208 $751,884 $390,105 $24,253 $6,966 

Critical Accounting Policies

(1)The amount in less than 1 year includes reinsurance payable reflected in the Condensed Consolidated Balance Sheet and Estimates

Other than as disclosedreinsurance premiums payable under multi-year commitments. The 1-3 years solely represents the payment of reinsurance premiums payable under multi-year commitments. See “Item 1—Note 12 (Commitments and Contingencies).”

(2)There are generally no notional or stated amounts related to unpaid losses and LAE. Both the amounts and timing of future loss and LAE payments are estimates and subject to the inherent variability of legal and market conditions affecting the obligations and make the timing of cash outflows uncertain. The ultimate amount and timing of unpaid losses and LAE could differ materially from the amounts in the table above. Further, the unpaid losses and LAE do not represent all the obligations that will arise under the contracts, but rather only the estimated liability incurred through June 30, 2021. Unpaid losses and LAE are net of estimated subrogation recoveries. In addition, these balances exclude amounts recoverable from the Company’s reinsurance program. See “Item 1 — 1—Note 2 (Significant Accounting Policies),4 (Reinsurance). there

Arrangements with Variable Interest Entities

We entered into a reinsurance captive arrangement with a VIE in the normal course of business, and consolidated the VIE since we are the primary beneficiary.

For a further discussion of our involvement with the VIE, see “Item 1—Note 14 (Variable Interest Entities).”
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no material changes during the period covered by this Quarterly Report on Form 10-Q to Critical Accounting Policies and Estimates previously disclosed in Part“Part II, Item 7, “Management’s7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2016.

Recent Accounting Pronouncements Not Yet Adopted

In March 2017, the Financial Accounting Standards Board (“FASB”) issued guidance to amend the amortization period for certain purchased callable debt securities held at a premium. Current GAAP excludes certain callable debt securities from consideration of early repayment of principal even if the holder is certain that the call will be exercised. Thus, the exercise of a call on a callable debt security held at a premium can result in the unamortized premium recorded at a loss in earnings. The guidance shortens the amortization period of certain purchased callable debt securities to the earliest call date. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Under the current guidance, you could consider the call dates and estimate if you had a large number of similar securities and you were basing your judgment on actual experience. Our service provider (who processes the accounting for our investment transactions) has many similar securities on their system and can make that type of determination. As a result, we currently account for the amortization under the proposed guidance and there will be no impact to our results of operations, financial position or liquidity.

In November 2016, the FASB issued guidance intended to reduce diversity in the classification and presentation of changes in restricted cash in the statement of cash flows. The new standard requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The balance of restricted cash is currently not material and is not expected to be material and we will comply with the new guidance requirements at the time of adoption. The adoption of this guidance will result in a change in the presentation only in the statement of cash flows and will impact our results of operations, financial position or liquidity.

In August 2016, the FASB issued guidance intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new guidance will apply to: 1) debt prepayment or debt extinguishment costs, 2) settlement of zero-coupon debt instruments, 3) contingent consideration payments made after business combination, 4) proceeds from the settlement of insurance claims, 5) proceeds from the settlement of corporate-owned life insurance policies, 6) distributions received from equity method investments, 7) beneficial interests in securitization transactions, and 8) separately identifiable cash flows and application of the predominance principle. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Historically, the items outlined above have not been applicable to the Company. Should they occur in the future, we will address them in accordance with the new guidance upon and subsequent to adoption.

In June 2016, the FASB issued guidance that introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new guidance will apply to: 1) loans, accounts receivable, trade receivables, and other financial assets measured at amortized cost, 2) loan commitments and certain other off-balance sheet credit exposures, 3) debt securities and other financial assets measured at fair value through other comprehensive income, and 4) beneficial interests in securitized financial assets. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently evaluating the impact that this standard will have on our consolidated financial statements.

In January 2016, the FASB issued guidance on recognition and measurement of financial instruments. The new guidance requires certain equity investments to be measured at fair value with changes in fair value reported in earnings and requires changes in instrument-specific credit risk for financial liabilities recorded at fair value under the fair value option to be reported in other comprehensive income (“OCI”). The new guidance is effective for fiscal years beginning after December 15, 2017, with early adoption permitted for the provisions related to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in OCI. The adoption of this guidance will impact how we account for unrealized gains and losses for equity investments and may result in a change of presentation in the statement of cash flows and is expected to impact our results of operations.

2020.

Item

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the potential for economic losses due to adverse changes in fair market value of fixed maturities,available-for-sale debt securities, equity securities and short-term investments (“Financial Instruments”) and investment real estate. We carry all of our Financial Instruments at fair market value and investment real estate at net book value in our statement of financial condition. Our investment portfolio as of SeptemberJune 30, 20172021 is comprised of fixed maturitiesavailable-for-sale debt securities and equities,equity securities, carried at fair market value, which thereby expose us to changes inchanging market conditions, specifically interest rates and equity prices.

price changes.

The primary objectives of the investment portfolio are the preservation of capital and providing adequate liquidity for claimspotential claim payments and other cash needs. The portfolio’s secondary investment objective is to provide a total rate of return with an emphasis on investment income. None of our investments in risk-sensitive Financial Instruments were entered into for trading purposes.

See “Item 1 – 1—Note 3 (Investments)” for more information about our Financial Instruments.

51

Table of Contents

Interest Rate Risk

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

The following table providestables provide information about our fixed income Financial Instruments as of June 30, 2021 compared to December 31, 2020, which are sensitive to changes in interest rates. The table presentstables present the expected cash flows of principal amounts and related weighted average interest rates by expected maturity dates for fixed income Financial Instruments available for sale as ofbased on years to effective maturity using amortized cost compared to fair market value and the dates presented (inrelated book yield compared to coupon yield (dollars in thousands):

 

September 30, 2017

 

 

Amortized Cost

 

 

Fair Value

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

2021

 

 

Thereafter

 

 

Other (1)

 

 

Total

 

 

Total

 

Fixed income Financial

    Instruments

$

5,063

 

 

$

45,502

 

 

$

84,654

 

 

$

57,499

 

 

$

59,236

 

 

$

125,946

 

 

$

232,657

 

 

$

610,557

 

 

$

609,179

 

Weighted average

    interest rate

 

2.10

%

 

 

2.36

%

 

 

1.95

%

 

 

2.16

%

 

 

2.19

%

 

 

4.16

%

 

 

3.06

%

 

 

2.90

%

 

 

2.90

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016

 

 

Amortized Cost

 

 

Fair Value

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

2021

 

 

Thereafter

 

 

Other (1)

 

 

Total

 

 

Total

 

Fixed income Financial

    Instruments

$

48,919

 

 

$

46,183

 

 

$

84,855

 

 

$

41,500

 

 

$

57,071

 

 

$

88,861

 

 

$

229,072

 

 

$

596,461

 

 

$

589,363

 

Weighted average

    interest rate

 

2.03

%

 

 

2.41

%

 

 

1.87

%

 

 

2.15

%

 

 

2.26

%

 

 

4.53

%

 

 

2.96

%

 

 

2.79

%

 

 

2.78

%

June 30, 2021
20212022202320242025ThereafterOtherTotal
Amortized cost$13,195 $82,586 $131,470 $105,321 $219,736 $376,718 $165 $929,191 
Fair market value$13,319 $82,843 $131,780 $105,191 $217,677 $370,778 $212 $921,800 
Coupon rate2.90 %1.61 %2.13 %3.08 %2.55 %2.56 %7.50 %2.48 %
Book yield1.64 %6.90 %0.78 %1.09 %1.17 %1.62 %6.31 %1.25 %
* Years to effective maturity - 5.5 years

(1)

Comprised of mortgage-backed and asset-backed securities that have multiple maturity dates, and perpetual maturity securities, and are presented separately for
December 31, 2020
20212022202320242025ThereafterOtherTotal
Amortized cost$31,333 $58,790 $107,735 $179,872 $133,872 $303,880 $165 $815,647 
Fair market value$31,578 $58,868 $108,412 $180,111 $134,740 $306,041 $211 $819,961 
Coupon rate2.75 %1.88 %2.15 %3.12 %2.51 %2.41 %7.50 %2.52 %
Book yield2.12 %0.59 %0.84 %0.71 %1.07 %1.59 %6.31 %1.16 %
* Years to effective maturity - 5.4 years


All securities, except those with perpetual maturities, were categorized in the purposes of this table.

The tables above represent average contract ratesutilizing years to effective maturity. Effective maturity takes into consideration all forms of potential prepayment, such as call features or prepayment schedules, that differ fromshorten the book yieldlifespan of the fixed maturities. The fixed income Financial Instruments in our available for sale portfolio are comprised of United States government and agency securities, corporate bonds, redeemable preferred stock, mortgage-backed and asset-backed securities, municipal securities and certificates of deposit. Duration is a measure of interest rate sensitivity expressed as a number of years. The weighted average duration of the fixedcontractual maturity Financial Instruments in our available for sale portfolio at September 30, 2017 was 2.9 years.

To a lesser extent, we also have exposure to interest on our debt obligation which is in the form of a surplus note. The surplus note accrues interest at an adjustable rate based on the 10-year Constant Maturity Treasury rate.

dates.

Equity Price Risk

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


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

September 30, 2017

 

 

December 31, 2016

 

June 30, 2021December 31, 2020

Fair Value

 

 

Percent

 

 

Fair Value

 

 

Percent

 

Fair ValuePercentFair ValuePercent

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Securities:    

Common stock

$

5,683

 

 

 

21.8

%

 

$

93

 

 

 

0.2

%

Common stock$7,767 8.1 %$2,435 2.9 %

Mutual funds

 

20,392

 

 

 

78.2

%

 

 

50,710

 

 

 

99.8

%

Mutual funds and otherMutual funds and other87,923 91.9 %82,452 97.1 %

Total equity securities

$

26,075

 

 

 

100.0

%

 

$

50,803

 

 

 

100.0

%

Total equity securities$95,690 100.0 %$84,887 100.0 %

A hypothetical decrease of 20% in the market prices of each of the equity securities held at SeptemberJune 30, 20172021 and December 31, 20162020 would have resulted in a decrease of $5.2$19.1 million and $10.2$17.0 million, respectively, in the fair value of those securities.

The COVID-19 pandemic presents uncertainty to the financial markets. See further discussion above under “Item 2— Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Trends—Impact of the COVID-19 Pandemic” regarding our response to the COVID-19 pandemic, the financial impact to us in 2020, our general outlook and plans to monitor the economic consequences of the COVID-19 pandemic..”
52

Table of Contents

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that disclosure controls and procedures were effective as of SeptemberJune 30, 2017,2021, to ensure that information required to be disclosed by the Company in its reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’sUnited States Securities and Exchange Commission’s (“SEC”) rules and forms and that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Lawsuits are filed against the Company from time to time. Many of these lawsuits involve claims under policies that we underwrite and reserve for as an insurer. We believe that the resolution of these claims will not have a material adverse effect on our financial condition or results of operations. We are also involved in various other legal proceedings and litigation unrelated to claims under our policies that arise in the ordinary course of business operations. Management believes that any liabilities that may arise as a result of these legal matters will not have a material adverse effect on our financial condition or results of operations. The Company contests liability and/or the amount of damages as appropriate in each pending matter.

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

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



Item

Item 1A. Risk Factors

In the opinion of management, there have been no material changes during the period covered by this Quarterly Report on Form 10-Q

Please refer to the risk factors previously disclosed in Part“Part I, Item 1A, “Risk1A—Risk Factors,” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

2020.


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

A summary

We may repurchase shares from time to time at our discretion, based on ongoing assessments of UVE’s repurchasesour capital needs, the market price of our common stock forand general market conditions. We will fund the three months ended September 30, 2017 is as follows:

 

 

 

 

 

 

 

 

 

Total Number of

 

 

Maximum Number

 

 

 

 

 

 

 

 

 

 

Shares Purchased

 

 

of Shares That

 

 

 

 

 

 

 

 

 

 

As Part of

 

 

May Yet be

 

 

 

 

 

 

 

 

 

 

Publicly

 

 

Purchased Under

 

 

Total Number of

 

 

Average Price

 

 

Announced

 

 

the Plans or

 

 

Shares Purchased

 

 

Paid per Share (1)

 

 

Plans or Programs

 

 

Programs (2)

 

7/1/17 - 7/31/17

 

 

 

$

 

 

 

 

 

 

 

8/1/17 - 8/31/17

 

306,091

 

 

$

22.91

 

 

 

306,091

 

 

 

 

9/1/17 - 9/30/17

 

100,175

 

 

$

19.32

 

 

 

100,175

 

 

 

873,082

 

Total

 

406,266

 

 

$

22.03

 

 

 

406,266

 

 

 

873,082

 

(1)

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

share repurchase program with cash from operations.

(2)

Number of shares was calculated using a closing price at September 29, 2017 of $23.00 per share.

In June 2016,On November 3, 2020, we announced that theour Board of Directors authorized a sharethe repurchase program under which the Company may repurchase in the open market in compliance with Exchange Act Rule 10b-18 under the Securities Exchange Act of 1934, as amended, up to $20 million of its outstanding shares of our common stock through December 31, 2017. Since June 2016,November 3, 2022 (the “November 2022 Share Repurchase Program”). Under the November 2022 Share Repurchase Program, we have repurchased 859,48861,149 shares of our common stock from November 2020 through June 30, 2021 at an aggregate cost of approximately $0.8 million. During the three months ended June 30, 2021, no shares of our common stock were repurchased pursuant to this program through Septemberauthorization. As of June 30, 2017.

In September 2017, our Board of Directors authorized a share repurchase program under which2021, we have the Company may repurchase in the open market in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended,ability to purchase up to $20approximately $19.2 million of its outstanding shares of common stock through December 31, 2018. We did not repurchase any of our shares of common stock under this program in September 2017.

the November 2022 Share Repurchase Program.



53

Table of ContentsItem

Item 6. Exhibits

Exhibit No.

Exhibit

Exhibit No.

Exhibit

   3.1

Amended and Restated Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10‑K filed on February 24, 2017 and incorporated herein by reference)
Amended and Restated Bylaws of Universal Insurance Holdings, Inc. (1)

(filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 19, 2017 and incorporated herein by reference)

 15.1

101.INS-XBRL

101.1

Instance Document

The following materials from Universal Insurance Holdings, Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Statement of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements.

104

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL (included in Exhibit 101)

101.SCH-XBRL

Taxonomy Extension Schema Document

101.CAL-XBRL








54

Table of Contents

Taxonomy Extension Calculation Linkbase Document

101.DEF-XBRL

Taxonomy Extension Definition Linkbase Document

101.LAB-XBRL

Taxonomy Extension Label Linkbase Document

101.PRE-XBRL

Taxonomy Extension Presentation Linkbase Document

(1) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on June 19, 2017.



SIGNATURES

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

UNIVERSAL INSURANCE HOLDINGS, INC.

Date: November 9, 2017

July 30, 2021

/s/ Sean P. Downes

Stephen J. Donaghy

Sean P. Downes,Stephen J. Donaghy, Chief Executive Officer and Principal Executive Officer

Date: November 9, 2017

July 30, 2021

/s/ Frank C. Wilcox

Frank C. Wilcox, Chief Financial Officer and Principal Accounting Officer

48


55