10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

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

For the quarterly period ended June 30, 2014

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

 

 

UNIVERSAL INSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

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)

(954) 958-1200

(Registrant’s telephone number, including area code)

 

 

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 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  x    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  x    No  ¨

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

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 34,781,013 shares of common stock, par value $0.01 per share, outstanding on July 31, 2014.

 

 

 


Table of Contents

UNIVERSAL INSURANCE HOLDINGS, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

 

         

Page

No.

 
Item 1.   

Financial Statements:

  
  

Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013 (unaudited)

     4   
  

Condensed Consolidated Statements of Income for the three and six-month periods ended June 30, 2014 and 2013 (unaudited)

     5   
  

Condensed Consolidated Statements of Comprehensive Income for the three and six-month periods ended June 30, 2014 and 2013 (unaudited)

     5   
  

Condensed Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2014 and 2013 (unaudited)

     6   
  

Notes to Condensed Consolidated Financial Statements (unaudited)

     7   
Item 2.   

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

     26   
Item 3.   

Quantitative and Qualitative Disclosure about Market Risk

     42   
Item 4.   

Controls and Procedures

     43   
  

PART II – OTHER INFORMATION

  
Item 1.   

Legal Proceedings

     43   
Item 1A.   

Risk Factors

     43   
Item 2.   

Unregistered Sales of Equity Securities and Use of Proceeds

     44   
Item 6.   

Exhibits

     45   
Signatures         46   

 

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders of

Universal Insurance Holdings, Inc. and Subsidiaries

Fort Lauderdale, Florida

We have reviewed the accompanying condensed consolidated balance sheet of Universal Insurance Holdings, Inc. and its wholly-owned subsidiaries (the “Company”) as of June 30, 2014 and the related condensed consolidated statements of income and comprehensive income for the three and six-month periods ended June 30, 2014 and 2013 and the related condensed consolidated statements of cash flows for the six-month periods ended June 30, 2014 and 2013. 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.

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.

/s/ Plante & Moran, PLLC

Chicago, Illinois

August 6, 2014

 

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Table of Contents

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,  
     2014     2013  
ASSETS     

Cash and cash equivalents

   $ 201,357      $ 117,275   

Restricted cash and cash equivalents

     2,635        2,600   

Fixed maturities, at fair value

     323,145        289,418   

Equity securities, at fair value

     12,420        65,022   

Prepaid reinsurance premiums

     193,811        241,214   

Reinsurance recoverable

     77,566        107,847   

Reinsurance receivable, net

     26,352        203   

Premiums receivable, net

     55,005        46,461   

Other receivables

     3,340        2,587   

Property and equipment, net

     9,815        9,289   

Deferred policy acquisition costs, net

     28,077        15,899   

Income taxes recoverable

     2,824        8,152   

Deferred income tax asset, net

     11,813        12,051   

Other assets

     2,242        2,072   
  

 

 

   

 

 

 

Total assets

   $ 950,402      $ 920,090   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY     

LIABILITIES:

    

Unpaid losses and loss adjustment expenses

   $ 144,625      $ 159,222   

Unearned premiums

     412,709        383,488   

Advance premium

     22,671        22,959   

Accounts payable

     4,809        3,441   

Book overdraft

     4,312        14,947   

Payable for securities purchased

     1,026        —     

Reinsurance payable, net

     120,095        86,232   

Income taxes payable

     407        2,566   

Dividends payable to shareholders

     3,503        —     

Other liabilities and accrued expenses

     27,161        34,386   

Long-term debt

     30,984        37,240   
  

 

 

   

 

 

 

Total liabilities

     772,302        744,481   
  

 

 

   

 

 

 

Commitments and Contingencies (Note 12)

    

STOCKHOLDERS’ EQUITY:

    

Cumulative convertible preferred stock, $.01 par value

     —          —     

Authorized shares - 1,000

    

Issued shares - 12 and 30

    

Outstanding shares - 12 and 30

    

Minimum liquidation preference, $8.49 and $6.98 per share

    

Common stock, $.01 par value

     449        436   

Authorized shares - 55,000

    

Issued shares - 44,935 and 43,641

    

Outstanding shares - 34,988 and 35,366

    

Treasury shares, at cost - 9,947 and 8,275

     (55,701     (35,467

Additional paid-in capital

     41,539        42,282   

Accumulated other comprehensive income (loss), net of taxes

     (623     (376

Retained earnings

     192,436        168,734   
  

 

 

   

 

 

 

Total stockholders’ equity

     178,100        175,609   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 950,402      $ 920,090   
  

 

 

   

 

 

 

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

 

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Table of Contents

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)

(in thousands, except per share data)

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2014     2013     2014     2013  

PREMIUMS EARNED AND OTHER REVENUES

        

Direct premiums written

   $ 220,009      $ 219,946      $ 411,926      $ 424,085   

Ceded premiums written

     (76,483     (133,897     (198,132     (275,214
  

 

 

   

 

 

   

 

 

   

 

 

 

Net premiums written

     143,526        86,049        213,794        148,871   

Change in net unearned premium

     (70,164     (19,182     (76,625     (16,595
  

 

 

   

 

 

   

 

 

   

 

 

 

Premiums earned, net

     73,362        66,867        137,169        132,276   

Net investment income (expense)

     412        137        930        149   

Net realized gains (losses) on investments

     3,950        (1     4,852        (16,038

Net change in unrealized gains (losses) on investments

     —          23        —          7,897   

Commission revenue

     3,670        5,271        7,759        10,257   

Policy fees

     3,899        3,819        7,411        7,505   

Other revenue

     1,696        1,640        3,173        3,165   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total premiums earned and other revenues

     86,989        77,756        161,294        145,211   
  

 

 

   

 

 

   

 

 

   

 

 

 

OPERATING COSTS AND EXPENSES

        

Losses and loss adjustment expenses

     27,679        25,199        54,504        51,682   

General and administrative expenses

     28,901        22,869        53,264        44,079   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

     56,580        48,068        107,768        95,761   
  

 

 

   

 

 

   

 

 

   

 

 

 

INCOME BEFORE INCOME TAXES

     30,409        29,688        53,526        49,450   

Income taxes, current

     13,398        12,351        22,457        16,298   

Income taxes, deferred

     (115     308        394        4,164   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income taxes, net

     13,283        12,659        22,851        20,462   
  

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME

   $ 17,126      $ 17,029      $ 30,675      $ 28,988   
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings per common share

   $ 0.50      $ 0.47      $ 0.91      $ 0.76   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding - Basic

     33,968        36,378        33,696        38,138   
  

 

 

   

 

 

   

 

 

   

 

 

 

Fully diluted earnings per common share

   $ 0.49      $ 0.44      $ 0.87      $ 0.73   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding - Diluted

     35,174        38,314        35,450        39,760   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash dividend declared per common share

   $ 0.10      $ 0.08      $ 0.20      $ 0.16   
  

 

 

   

 

 

   

 

 

   

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2014     2013     2014     2013  

Net income

   $ 17,126      $ 17,029      $ 30,675      $ 28,988   

Other comprehensive income (loss), net of taxes

     (359     (2,608     (247     (2,608
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

   $ 16,767      $ 14,421      $ 30,428      $ 26,380   
  

 

 

   

 

 

   

 

 

   

 

 

 

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

 

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UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in thousands)

 

     Six Months Ended June 30,  
     2014     2013  

Cash flows from operating activities:

    

Net Income

   $ 30,675      $ 28,988   

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

    

Bad debt expense

     166        254   

Depreciation

     551        497   

Amortization of share-based compensation

     5,210        2,928   

Amortization of original issue discount on debt

     480        101   

Accretion of deferred credit

     (480     (101

Book overdraft increase (decrease)

     (10,635     (1,068

Net realized (gains) losses on investments

     (4,852     16,038   

Net change in unrealized (gains) losses on investments

     —          (7,897

Amortization of premium/accretion of discount, net

     1,007        287   

Deferred income taxes

     394        4,164   

Excess tax (benefits) shortfall from share-based compensation

     (6,342     (4

Other

     (5     5   

Net change in assets and liabilities relating to operating activities:

    

Restricted cash and cash equivalents

     (35     30,356   

Prepaid reinsurance premiums

     47,403        (16,020

Reinsurance recoverable

     30,281        10,040   

Reinsurance receivable, net

     (26,149     (208

Premiums receivable, net

     (8,707     (6,972

Accrued investment income

     (30     (729

Other receivables

     (721     (1,431

Income taxes recoverable

     5,328        (6,484

Deferred policy acquisition costs, net

     (12,178     41   

Purchase of trading securities

     —          (26,009

Proceeds from sales of trading securities

     —          102,661   

Other assets

     (170     (849

Unpaid losses and loss adjustment expenses

     (14,597     (26,981

Unearned premiums

     29,221        32,616   

Accounts payable

     1,368        642   

Reinsurance payable, net

     33,863        49,440   

Income taxes payable

     4,183        (502

Other liabilities and accrued expenses

     (6,745     (2,336

Advance premium

     (288     10,649   
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     98,196        192,116   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Proceeds from sale of property and equipment

     30        5   

Purchase of property and equipment

     (1,108     (848

Purchases of available for sale equity securities

     (13,251     (51,836

Purchases of available for sale fixed maturities

     (49,230     (292,989

Proceeds from sales of available for sale equity securities

     68,417        14   

Proceeds from sales of available for sale fixed maturities

     4,371        —     

Maturities of available for sale fixed maturities

     12,541        4,531   
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     21,770        (341,123
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Preferred stock dividend

     (8     (10

Common stock dividend

     (3,464     (6,080

Purchase of treasury stock

     (19,737     (28,077

Payments related to tax withholding for share-based compensation

     (12,282     (2,630

Excess tax benefits (shortfall) from share-based compensation

     6,342        4   

Repayment of debt

     (6,735     (735

Proceeds from borrowings

     —          20,000   
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     (35,884     (17,528
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     84,082        (166,535

Cash and cash equivalents at beginning of period

     117,275        347,392   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 201,357      $ 180,857   
  

 

 

   

 

 

 

Supplemental cash flow and non-cash disclosures:

    

Interest paid

   $ 828      $ 319   

Income taxes paid

   $ 12,935      $ 7,833   

Non-cash transfer of investments from trading to available for sale portfolio

   $ —        $ 4,004   

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

 

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UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

1.   Nature of Operations and Basis of Presentation

Nature of Operations

Universal Insurance Holdings, Inc. (“UIH”) is a Delaware corporation originally incorporated as Universal Heights, Inc. in November 1990. UIH and its wholly-owned subsidiaries (collectively, the “Company”) are a vertically integrated insurance holding company performing all aspects of insurance underwriting, distribution and claims. Through its wholly-owned subsidiaries, including Universal Property & Casualty Insurance Company (“UPCIC”) and American Platinum Property and Casualty Insurance Company (“APPCIC”), collectively referred to as the “Insurance Entities”, the Company is principally engaged in the property and casualty insurance business offered primarily through a network of independent agents. Risk from catastrophic losses is managed through the use of reinsurance agreements. The Company’s primary product is homeowners insurance offered in eight states as of June 30, 2014, including Florida, which comprises the vast majority of the Company’s in-force policies. 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 the investment of available funds in excess of those retained for claims-paying obligations and insurance operations. Other significant sources of revenue include commissions collected from reinsurers and policy fees.

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, they do not include all of the information and footnotes required by United States Generally Accepted Accounting Principles (“GAAP”) for complete 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, 2013, filed with the SEC on March 3, 2014. The condensed consolidated balance sheet at December 31, 2013, was derived from audited financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included in the Financial Statements. The results for interim periods do not necessarily indicate the results that may be expected for any other interim period or for the full year.

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

The Financial Statements include the accounts of UIH and its wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

Management must make estimates and assumptions that affect amounts reported in the Company’s Financial Statements and in disclosures of contingent assets and liabilities. Actual results could differ from those estimates.

 

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2.   Significant Accounting Policies

The Company reported Significant Accounting Policies in its Annual Report on Form 10-K for the year ended December 31, 2013. There are no new or revised disclosures or disclosures required on a quarterly basis.

Recently Issued Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued accounting guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. Under this guidance, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should generally be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward. This guidance is effective for fiscal years and interim periods beginning after December 15, 2013, but earlier adoption is permitted. The Company adopted this guidance effective January 1, 2014. The adoption did not have an impact on the presentation of the Company’s financial statements and notes herein.

In June 2011, the FASB updated its guidance to the Comprehensive Income Topic 220 of the FASB Accounting Standards Codification and in February 2013, the FASB further amended such topic. This February 2013 guidance requires disclosure about amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. This guidance is to be applied prospectively to interim and annual reporting periods beginning after December 15, 2012. The Company adopted this guidance effective January 1, 2013. The adoption of this guidance results in additional disclosures but did not impact the Company’s results of operations, cash flows or financial position. The updated guidance provided by the FASB in June 2011 increases the prominence of items reported in other comprehensive income by eliminating the option of presenting components of other comprehensive income as part of the statement of changes in stockholders’ equity. The guidance requires that total comprehensive income (including both the net income components and other comprehensive income components) be reported in either a single continuous statement of comprehensive income (the approach currently used in the Company’s financial statements), or two separate but consecutive statements. This guidance is to be applied retrospectively to fiscal years (and interim periods within those years) beginning after December 15, 2011. The Company adopted this guidance effective January 1, 2012. The adoption did not have an impact on the presentation of the Company’s financial statements and notes herein, as the Company has presented amounts of other comprehensive income consistent with this updated guidance.

 

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3.   Investments

The Company liquidated its trading portfolio of equity securities and transferred the fixed maturities that were outstanding at December 31, 2012 into its portfolio of securities available for sale effective March 1, 2013. The unrealized gain (loss) associated with the fixed maturities trading portfolio was recognized in earnings up to the date of transfer.

The following table presents the Company’s investment holdings by type of instrument as of the dates presented (in thousands):

 

     June 30, 2014      December 31, 2013  
     Cost or                    Cost or                
     Amortized             Carrying      Amortized             Carrying  
     Cost      Fair Value      Value      Cost      Fair Value      Value  

Cash and cash equivalents (1)

   $ 201,357       $ 201,357       $ 201,357       $ 117,275       $ 117,275       $ 117,275   

Restricted cash and cash equivalents

     2,635         2,635         2,635         2,600         2,600         2,600   

Fixed maturities:

                 

U.S. government obligations and agencies

     116,931         116,422         116,422         105,229         104,215         104,215   

Corporate bonds

     106,450         106,745         106,745         94,708         94,203         94,203   

Mortgage-backed and asset-backed securities

     95,054         94,908         94,908         91,502         91,000         91,000   

Redeemable preferred stock

     4,990         5,070         5,070         —           —           —     

Equity securities:

                 

Common stock

     652         590         590         8,500         9,295         9,295   

Mutual funds

     12,502         11,830         11,830         55,113         55,727         55,727   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total investments

     336,579         335,565         335,565         355,052         354,440         354,440   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 540,571       $ 539,557       $ 539,557       $ 474,927       $ 474,315       $ 474,315   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Cash and cash equivalents include short-term debt securities consisting of direct obligations of the U.S. Treasury and/or money-market accounts that invest in or are collateralized by direct obligations of the U.S. Treasury and other U.S. government guaranteed securities.

The Company has made an assessment of its invested assets for fair value measurement as further described in “— Note 13 (Fair Value Measurements)”.

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     Six Months Ended  
     June 30,     June 30,  
     2014     2013     2014     2013  

Cash and cash equivalents (1)

   $ 9      $ 122      $ 21      $ 242   

Fixed maturities

     783        (30     1,511        (30

Equity securities

     152        279        454        367   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total investment income

     944        371        1,986        579   

Less investment expenses

     (532     (234     (1,056     (430
  

 

 

   

 

 

   

 

 

   

 

 

 

Net investment (expense) income

   $ 412      $ 137      $ 930      $ 149   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)   Includes interest earned on restricted cash and cash equivalents.

 

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Table of Contents

Securities Available for Sale

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

 

     June 30, 2014  
     Cost or
Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
    Fair Value  

Fixed Maturities:

          

U.S. government obligations and agencies

   $ 116,931       $ 77       $ (586   $ 116,422   

Corporate bonds

     106,450         443         (148     106,745   

Mortgage-backed and asset-backed securities

     95,054         204         (350     94,908   

Redeemable preferred stock

     4,990         82         (2     5,070   

Equity Securities:

          

Common stock

     652         3         (65     590   

Mutual funds

     12,502         19         (691     11,830   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 336,579       $ 828       $ (1,842   $ 335,565   
  

 

 

    

 

 

    

 

 

   

 

 

 
     December 31, 2013  
     Cost or
Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
    Fair Value  

Fixed Maturities:

          

U.S. government obligations and agencies

   $ 105,229       $ 19       $ (1,033   $ 104,215   

Corporate bonds

     94,708         265         (770     94,203   

Mortgage-backed and asset-backed securities

     91,502         75         (577     91,000   

Equity Securities:

          

Common stock

     8,500         916         (121     9,295   

Mutual funds

     55,113         2,266         (1,652     55,727   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 355,052       $ 3,541       $ (4,153   $ 354,440   
  

 

 

    

 

 

    

 

 

   

 

 

 

The following table provides the credit quality of fixed maturities as of the dates presented (in thousands):

 

June 30, 2014

 

Standard and Poor’s

Rating Services

   Fair Value      % of Total
Fair Value
 

AAA

   $ 30,547         9.5

AA

     191,775         59.3

A

     49,930         15.5

BBB

     41,812         12.9

BB and Below

     1,504         0.5

No Rating Available

     7,577         2.3
  

 

 

    

 

 

 

Total

   $ 323,145         100.0
  

 

 

    

 

 

 

December 31, 2013

 

Standard and Poor’s

Rating Services

   Fair Value      % of Total
Fair Value
 

AAA

   $ 82,889         28.6

AA

     120,976         41.8

A

     46,689         16.1

BBB

     38,114         13.2

No Rating Available

     750         0.3
  

 

 

    

 

 

 

Total

   $ 289,418         100.0
  

 

 

    

 

 

 

 

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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):

 

     June 30, 2014      December 31, 2013  
     Cost or
Amortized
            Cost or
Amortized
        
     Cost      Fair Value      Cost      Fair Value  

Mortgage-backed securities:

           

Agency

   $ 57,935       $ 57,737       $ 64,028       $ 63,547   

Non-agency

     2,184         2,169         —           —     

Asset-backed securities:

           

Auto loan receivables

     16,858         16,907         14,816         14,841   

Credit card receivables

     13,478         13,479         11,478         11,425   

Other receivables

     4,599         4,616         1,180         1,187   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 95,054       $ 94,908       $ 91,502       $ 91,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table summarizes the fair value and gross unrealized losses on securities available for sale, aggregated by major investment category and length of time that individual securities have been in a continuous unrealized loss position as of the dates presented (in thousands):

 

     June 30, 2014  
     Less Than 12 Months     12 Months or Longer  
     Number of
Issues
     Fair Value      Unrealized
Losses
    Number of
Issues
     Fair Value      Unrealized
Losses
 

Fixed maturities:

                

U.S. government obligations and agencies

     2       $ 17,604       $ (79     4       $ 34,152       $ (507

Corporate bonds

     9         5,954         (28     14         17,905         (120

Mortgage-backed and asset-backed securities

     8         27,200         (106     5         19,175         (244

Redeemable preferred stock

     9         1,080         (2     —           —           —     

Equity securities:

                

Common stock

     5         228         (23     5         282         (42

Mutual funds

     1         1,159         (76     1         10,071         (615
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total

     34       $ 53,225       $ (314     29       $ 81,585       $ (1,528
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
     December 31, 2013  
     Less Than 12 Months     12 Months or Longer  
     Number of
Issues
     Fair Value      Unrealized
Losses
    Number of
Issues
     Fair Value      Unrealized
Losses
 

Fixed maturities:

                

U.S. government obligations and agencies

     6       $ 71,042       $ (1,033     —         $ —         $ —     

Corporate bonds

     55         65,926         (770     —           —           —     

Mortgage-backed and asset-backed securities

     16         67,110         (577     —           —           —     

Equity securities:

                

Common stock

     13         3,517         (121     —           —           —     

Mutual funds

     5         19,646         (1,652     —           —           —     
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total

     95       $ 227,241       $ (4,153     —         $ —         $ —     
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

At June 30, 2014, we held fixed maturity and equity securities that were in an unrealized loss position as presented in the table above. For fixed maturity securities with significant declines in value, we perform quarterly fundamental credit analysis on a security-by-security basis, which includes consideration of credit quality and credit ratings, review of relevant industry analyst reports and other available market data. For fixed maturity and equity securities, the Company considers 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 is considered other than temporary and is recorded in earnings. Based upon management’s intent and ability to hold the securities until recovery and its credit analysis of the individual issuers of the securities, management has no reason to believe the unrealized losses for securities available for sale at June 30, 2014 are other than temporary.

 

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Table of Contents

The following table presents the amortized cost and fair value of fixed maturities available for sale by contractual maturity as of the date presented (in thousands):

 

     June 30, 2014  
     Amortized
Cost
     Fair Value  

Due in one year or less

   $ 52,364       $ 52,346   

Due after one year through five years

     165,335         165,278   

Due after five years through ten years

     5,094         4,970   

Due after ten years

     2,636         2,678   

Mortgage-backed and asset-backed securities

     95,054         94,908   

Perpetual maturity securities

     2,942         2,965   
  

 

 

    

 

 

 

Total

   $ 323,425       $ 323,145   
  

 

 

    

 

 

 

Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay with or without penalty.

The following table provides certain information related to securities available for sale during the period presented (in thousands):

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2014     2013     2014     2013  

Sales proceeds (fair value)

   $ 58,347      $ 14      $ 72,788      $ 14   

Gross realized gains

   $ 4,189      $ —        $ 5,188      $ —     

Gross realized losses

   $ (239   $ (1   $ (336   $ (1

Other than temporary losses

   $ —        $ —        $ —        $ —     

Trading Portfolio

The following table provides the effect of trading activities on the Company’s results of operations for the period presented by type of instrument and by line item in the Condensed Consolidated Statements of Income (in thousands):

 

     Six Months
Ended
June 30,
2013
 

Realized gains (losses) on investments:

  

Equity securities

   $ (15,969

Derivatives (non-hedging instruments) (1)

     (68
  

 

 

 

Total realized gains (losses) on trading portfolio

     (16,037

Change in unrealized gains (losses) on investments:

  

Fixed maturities

     13   

Equity securities

     7,758   

Derivatives (non-hedging instruments) (1)

     89   

Other

     14   
  

 

 

 

Total change in unrealized gains (losses) on trading portfolio

     7,874   
  

 

 

 

Net gains (losses) recognized on trading portfolio

   $ (8,163
  

 

 

 

 

(1) This table provides the alternative quantitative disclosures permitted for derivatives that are not used as hedging instruments and are included in the trading portfolio.

The Company liquidated its trading portfolio in March 2013; therefore, for periods subsequent to March 31, 2013 there was no effect of trading activities on the Company’s results of operations.

 

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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 1 of each year. The Company’s reinsurance program consists of excess of loss, quota share and catastrophe reinsurance, subject to the terms and conditions of the applicable agreements. The Company is responsible for insured losses related to catastrophes and other events in excess of coverage provided by its reinsurance program. The Company remains responsible for the settlement of insured losses irrespective of the failure of any of its reinsurers to make payments otherwise due to the Company.

The Company reduced the percentage of premiums ceded by UPCIC to its quota share reinsurers to 30% beginning with the reinsurance program effective June 1, 2014, from 45% under the prior year quota share contracts that were effective June 1, 2013 through May 31, 2014. By ceding 15% less premium to its quota share reinsurers, the Company expects to increase its profitability by retaining more premium. The reduction in cession rate also decreases the amount of losses and loss adjustment expenses (“LAE”) that may be ceded by UPCIC and effectively increases the amount of risk retained by UPCIC and the Company. The reduction of cession rate also reduces the amount of ceding commissions earned from the Company’s quota share reinsurer during the contract term and decreases the amount of deferred ceding commission, as of June 30, 2014, that is a component of net deferred policy acquisition costs.

Amounts recoverable from reinsurers are estimated in a manner consistent with the reinsurance contracts. Reinsurance premiums, losses and 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. Deferred ceding commissions are netted against policy acquisition costs and amortized over the effective period of the related insurance policies.

In order 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 June 30, 2014    Due from as of  

Reinsurer

   AM Best
Company
   Standard
and Poor’s
Rating
Services
   Moody’s
Investors
Service, Inc.
   June 30,
2014
     December 31,
2013
 

Everest Reinsurance Company

   A+    A+    A1    $ 59,420       $ 87,789   

Florida Hurricane Catastrophe Fund

   n/a    n/a    n/a      —           33,593   

Odyssey Reinsurance Company

   A    A-    A3      131,277         142,190   
           

 

 

    

 

 

 

Total (1)

            $ 190,697       $ 263,572   
           

 

 

    

 

 

 

 

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

n/a - No rating applicable, because entity is not rated.

 

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Table of Contents

The Company’s reinsurance arrangements had the following effect on certain items in the Condensed Consolidated Statements of Income for the periods presented (in thousands):

 

     Three Months Ended June 30,  
     2014     2013  
                 Loss and Loss                 Loss and Loss  
     Premiums     Premiums     Adjustment     Premiums     Premiums     Adjustment  
     Written     Earned     Expenses     Written     Earned     Expenses  

Direct

   $ 220,009      $ 192,061      $ 46,970      $ 219,946      $ 197,302      $ 50,350   

Ceded

     (76,483     (118,699     (19,291     (133,897     (130,435     (25,151
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

   $ 143,526      $ 73,362      $ 27,679      $ 86,049      $ 66,867      $ 25,199   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     Six Months Ended June 30,  
     2014     2013  
                 Loss and Loss                 Loss and Loss  
     Premiums     Premiums     Adjustment     Premiums     Premiums     Adjustment  
     Written     Earned     Expenses     Written     Earned     Expenses  

Direct

   $ 411,926      $ 382,705      $ 97,692      $ 424,085      $ 391,470      $ 100,946   

Ceded

     (198,132     (245,536     (43,188     (275,214     (259,194     (49,264
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

   $ 213,794      $ 137,169      $ 54,504      $ 148,871      $ 132,276      $ 51,682   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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

 

     June 30,
2014
     December 31,
2013
 

Prepaid reinsurance premiums

   $ 193,811       $ 241,214   
  

 

 

    

 

 

 

Reinsurance recoverable on unpaid losses and LAE

   $ 58,705       $ 68,584   

Reinsurance recoverable on paid losses

     18,861         39,263   

Reinsurance receivable, net

     26,352         203   
  

 

 

    

 

 

 

Reinsurance recoverable and receivable

   $ 103,918       $ 108,050   
  

 

 

    

 

 

 

 

14


Table of Contents
5.   Insurance Operations

Deferred Policy Acquisition Costs, net

The Company defers certain costs in connection with written policies, called Deferred Policy Acquisition Costs (“DPAC”), net of corresponding amounts of ceded reinsurance commissions, called Deferred Reinsurance Ceding Commissions (“DRCC”). Net 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, net of DRCC, for the periods presented (in thousands):

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2014     2013     2014     2013  

DPAC, beginning of period

   $ 54,211      $ 55,391      $ 54,099      $ 54,431   

Capitalized Costs

     29,993        30,241        56,775        58,933   

Amortization of DPAC

     (26,055     (26,599     (52,725     (54,331
  

 

 

   

 

 

   

 

 

   

 

 

 

DPAC, end of period

   $ 58,149      $ 59,033      $ 58,149      $ 59,033   
  

 

 

   

 

 

   

 

 

   

 

 

 

DRCC, beginning of period

   $ 38,318      $ 38,014      $ 38,200      $ 37,149   

Ceding Commissions Written

     10,439        26,222        32,319        48,534   

Earned Ceding Commissions

     (18,685     (22,444     (40,447     (43,891
  

 

 

   

 

 

   

 

 

   

 

 

 

DRCC, end of period

   $ 30,072      $ 41,792      $ 30,072      $ 41,792   
  

 

 

   

 

 

   

 

 

   

 

 

 

DPAC (DRCC), net, beginning of period

   $ 15,893      $ 17,377      $ 15,899      $ 17,282   

Capitalized Costs, net

     19,554        4,019        24,456        10,399   

Amortization of DPAC (DRCC), net

     (7,370     (4,155     (12,278     (10,440
  

 

 

   

 

 

   

 

 

   

 

 

 

DPAC (DRCC), net, end of period

   $ 28,077      $ 17,241      $ 28,077      $ 17,241   
  

 

 

   

 

 

   

 

 

   

 

 

 

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 June 30,     Six Months Ended June 30,  
     2014     2013     2014     2013  

Balance at beginning of period

   $ 150,557      $ 182,528      $ 159,222      $ 193,241   

Less reinsurance recoverable

     (64,109     (75,680     (68,584     (81,415
  

 

 

   

 

 

   

 

 

   

 

 

 

Net balance at beginning of period

     86,448        106,848        90,638        111,826   
  

 

 

   

 

 

   

 

 

   

 

 

 

Incurred (recovered) related to:

        

Current year

     28,333        26,675        55,188        53,329   

Prior years

     (654     (1,476     (684     (1,647
  

 

 

   

 

 

   

 

 

   

 

 

 

Total incurred

     27,679        25,199        54,504        51,682   
  

 

 

   

 

 

   

 

 

   

 

 

 

Paid related to:

        

Current year

     16,200        16,303        20,067        17,475   

Prior years

     12,007        17,304        39,155        47,593   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total paid

     28,207        33,607        59,222        65,068   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net balance at end of period

     85,920        98,440        85,920        98,440   

Plus reinsurance recoverable

     58,705        67,820        58,705        67,820   
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   $ 144,625      $ 166,260      $ 144,625      $ 166,260   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Regulatory Requirements and Restrictions

The Insurance Entities are subject to regulations and standards of the Florida Office of Insurance Regulation. These standards 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 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 APPCIC to their immediate parent company, Universal Insurance Holding Company of Florida (“UIHCF”), without prior regulatory approval is limited to the lesser of statutory net income from operations of the preceding calendar year or 10.0% of statutory unassigned surplus as of the preceding year end. These dividends are referred to as “ordinary dividends.” However, if the 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.

Based on the 2013 statutory net income and statutory capital and surplus levels, UPCIC has the capacity to pay ordinary dividends of $290 thousand during 2014. APPCIC does not have the capacity to pay ordinary dividends during 2014. For the six months ended June 30, 2014, no dividends were paid from UPCIC or APPCIC to UIHCF. Dividends paid to the shareholders of UIH are paid from the earnings of UIH and its non-insurance subsidiaries and not from the capital and surplus of the Insurance Entities.

The Florida Insurance Code requires insurance companies to maintain capitalization equivalent to the greater of ten percent of the insurer’s total liabilities or $5.0 million. The following table presents the amount of capital and surplus calculated in accordance with statutory accounting principles, which differ from GAAP, and an amount representing ten percent of total liabilities for both UPCIC and APPCIC as of the dates presented (in thousands):

 

     June 30,      December 31,  
     2014      2013  

Ten percent of total liabilities

     

UPCIC

   $ 48,122       $ 39,179   

APPCIC

   $ 696       $ 625   

Statutory capital and surplus

     

UPCIC

   $ 167,862       $ 161,803   

APPCIC

   $ 13,287       $ 13,708   

As of the dates in the table above, both UPCIC and APPCIC met the Florida capitalization requirement. UPCIC and APPCIC are also required to adhere to prescribed premium-to-capital surplus ratios and have met those requirements at such dates.

The Insurance Entities are required by various state laws and regulations to maintain certain assets in depository accounts. The following table represents assets held by insurance regulators as of the dates presented (in thousands):

 

     June 30,      December 31,  
     2014      2013  

Restricted cash and cash equivalents

   $ 2,635       $ 2,600   

Investments

   $ 3,772       $ 3,707   

 

16


Table of Contents
6.   Long-Term Debt

Long-term debt consists of a surplus note entered into by UPCIC with carrying amounts of $18.0 million and $18.8 million as of June 30, 2014 and December 31, 2013, respectively; a term loan with carrying amounts of $13.0 million and $18.5 million as of June 30, 2014 and December 31, 2013, respectively; and any amounts drawn upon an unsecured line of credit.

On March 29, 2013, UIH entered into a revolving loan agreement and related revolving note with Deutsche Bank Trust Company Americas (“Deutsche Bank”), amended as of May 23, 2013 (“DB Loan”). The DB Loan makes available to UIH an unsecured line of credit in an aggregate amount not to exceed $10.0 million. The DB Loan contains financial covenants and as of June 30, 2014, UIH was in compliance with all such covenants. UIH had not drawn any amounts under the unsecured line of credit as of June 30, 2014.

On May 23, 2013, UIH entered into a $20 million unsecured term loan agreement and related term note (“Term Loan”) with RenaissanceRe Ventures Ltd. (“RenRe Ventures”). The Term Loan contains financial covenants and as of June 30, 2014, UIH was in compliance with all such covenants.

The following table provides the principal amount and unamortized original issue discount of the Term Loan as of the dates presented (in thousands):

 

     June 30,
2014
    December 31,
2013
 

Principal amount

   $ 14,000      $ 20,000   

Less: unamortized original issue discount

     (1,031     (1,510
  

 

 

   

 

 

 

Term Loan, net of unamortized original issue discount

   $ 12,969      $ 18,490   
  

 

 

   

 

 

 

Amortization of the original issue discount is included in interest expense, a component of general and administrative expenses, in the Condensed Consolidated Statements of Income and was $230 thousand and $101 thousand for the three months ended June 30, 2014 and 2013, respectively, and $480 thousand and $101 thousand for the six months ended June 30, 2014 and 2013, respectively.

Should UIH default on either the DB Loan or the Term Loan, it will be prohibited from paying dividends to its shareholders.

 

17


Table of Contents
7.   Stockholders’ Equity

Common Stock

The following table summarizes the activity relating to shares of the Company’s common stock during the six months ended June 30, 2014 (in thousands):

 

     Issued
Shares
    Treasury
Shares
    Outstanding
Shares
 

Balance, as of December 31, 2013

     43,641        (8,275     35,366   
  

 

 

   

 

 

   

 

 

 

Conversion of preferred stock

     65        —          65   

Shares repurchased

     —          (1,672     (1,672

Options exercised

     1,725        —          1,725   

Restricted stocks grants

     950        —          950   

Shares acquired through cashless exercise (1)

     —          (1,446     (1,446

Shares cancelled

     (1,446     1,446        —     
  

 

 

   

 

 

   

 

 

 

Balance, as of June 30, 2014

     44,935        (9,947     34,988   
  

 

 

   

 

 

   

 

 

 

 

(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 restricted stock vested. These shares have been cancelled by the Company.

During the six months ended June 30, 2014, UIH entered into various repurchase agreements with Bradley I. Meier, the Company’s former Chairman, President and Chief Executive Officer, to repurchase shares of UIH’s common stock owned by Mr. Meier. UIH repurchased an aggregate of 1,225,000 shares from Mr. Meier since January 2014 at a total cost of $14.7 million. As a result of these transactions, Mr. Meier now owns less than 5 percent of UIH’s outstanding common stock and according to the terms of the right of first refusal of each of UIH and RenRe Ventures, UIH and RenRe Ventures no longer have a right of first refusal to purchase shares of UIH common stock owned by Mr. Meier.

During the six months ended June 30, 2014, 8,000 and 9,975 shares of Series M and Series A Preferred Stock, respectively, were converted into 64,938 shares of UIH’s common stock.

During the six months ended June 30, 2014, UIH repurchased an aggregate of 446,271 shares of its common stock at a total cost of $5.5 million in the open market in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (“Rule 10b-18”).

In June 2014, UIH announced that its Board of Directors authorized a share repurchase program under which UIH may repurchase in the open market in compliance with Rule 10b-18 up to $10 million of its outstanding shares of common stock through August 1, 2015. UIH repurchased 38,424 shares through such repurchase program through June 30, 2014.

Dividends

On January 30, 2014, the Company declared a cash dividend of $0.10 per share on its outstanding common stock paid on March 3, 2014, to the shareholders of record at the close of business on February 19, 2014.

On April 16, 2014, the Company declared a cash dividend of $0.10 per share on its outstanding common stock paid on July 3, 2014, to the shareholders of record at the close of business on June 19, 2014.

 

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8.   Related Party Transactions

Downes and Associates, a multi-line insurance adjustment corporation based in Deerfield Beach, Florida, performed certain claims adjusting work for UPCIC. Downes and Associates is owned by Dennis Downes, who is the father of Sean P. Downes, Chairman, President and Chief Executive Officer of the Company. All amounts paid to Downes and Associates were no greater than amounts that would need to be paid to third parties on an arm’s-length basis for similar services. The Company’s agreement with Downes and Associates was terminated effective November 30, 2013 and on December 1, 2013 Dennis Downes became an employee of the Company.

Scott P. Callahan, a director of the Company, provides the Company with consulting services and advice with respect to the Company’s reinsurance and related matters through SPC Global RE Advisors LLC, an entity affiliated with Mr. Callahan. The Company entered into the consulting agreement with SPC Global RE Advisors LLC effective June 6, 2013.

The following table provides payments made by the Company to related parties for the periods presented (in thousands):

 

     Three Months Ended
June 30,
     Six Months Ended
June 30,
 
     2014      2013      2014      2013  

Downes and Associates

   $ —         $ 130       $ —         $ 259   

SPC Global RE Advisors LLC

   $ 30       $ —         $ 60       $ —     

There were no amounts due to SPC Global RE Advisors LLC as of June 30, 2014 and December 31, 2013, respectively. Payments due to Downes and Associates and SPC Global RE Advisors LLC were or are generally made in the month the services are provided.

 

9.   Income Taxes

During the three months ended June 30, 2014 and 2013, the Company recorded approximately $13.3 million and $12.7 million, respectively, of income taxes, which resulted in effective tax rates of 43.7% and 42.6%, respectively. During the six months ended June 30, 2014 and 2013, the Company recorded approximately $22.9 million and $20.5 million, respectively, of income taxes, which resulted in effective tax rates of 42.7% and 41.4%, respectively. The Company’s effective tax rate differs from the statutory federal income tax rate due to state income taxes and certain nondeductible items.

Tax years that remain open for purposes of examination of the Company’s income tax liability due to taxing authorities, include the years ended December 31, 2012, 2011 and 2010. However, there is currently an IRS examination underway related to the loss carryback of realized losses from securities sold during 2012 applied to the 2009 tax year.

 

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10.   Earnings Per Share

Basic earnings per share (“EPS”) is 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 exercises of stock options, vesting of restricted stock 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 share computations for the periods presented (in thousands, except per share data):

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2014     2013     2014     2013  

Numerator for EPS:

        

Net income

   $ 17,126      $ 17,029      $ 30,675      $ 28,988   

Less: Preferred stock dividends

     (3     (5     (8     (10
  

 

 

   

 

 

   

 

 

   

 

 

 

Income available to common stockholders

   $ 17,123      $ 17,024      $ 30,667      $ 28,978   
  

 

 

   

 

 

   

 

 

   

 

 

 

Denominator for EPS:

        

Weighted average common shares outstanding

     33,968        36,378        33,696        38,138   

Plus: Assumed conversion of stock-based compensation (1)

     1,171        1,448        1,697        1,134   

Plus: Assumed conversion of preferred stock

     35        488        57        488   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average diluted common shares outstanding

     35,174        38,314        35,450        39,760   
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings per common share

   $ 0.50      $ 0.47      $ 0.91      $ 0.76   

Diluted earnings per common share

   $ 0.49      $ 0.44      $ 0.87      $ 0.73   

 

(1) Represents the dilutive effect of unvested restricted stock and unexercised stock options.

 

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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 period presented (in thousands):

 

     For the Three Months Ended June 30,  
     2014     2013  
     Pre-tax     Tax     After-tax     Pre-tax     Tax     After-tax  

Net unrealized gains (losses) on investments available for sale arising during the period

   $ 3,366      $ 1,299      $ 2,067      $ (4,246   $ (1,638   $ (2,608

Less: Amounts reclassified from accumulated other comprehensive income (loss)

     (3,950     (1,524     (2,426     1        —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net current period other comprehensive income (loss)

   $ (584   $ (225   $ (359   $ (4,245   $ (1,638   $ (2,608
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     For the Six Months Ended June 30,  
     2014     2013  
     Pre-tax     Tax     After-tax     Pre-tax     Tax     After-tax  

Net unrealized gains (losses) on investments available for sale arising during the period

   $ 4,450      $ 1,717      $ 2,733      $ (4,246   $ (1,638   $ (2,608

Less: Amounts reclassified from accumulated other comprehensive income (loss)

     (4,852     (1,872     (2,980     1        —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net current period other comprehensive income (loss)

   $ (402   $ (155   $ (247   $ (4,245   $ (1,638   $ (2,608
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The following table provides the reclassifications out of accumulated other comprehensive income for the period presented (in thousands):

 

Details about Accumulated Other

Comprehensive Income Components

   Amounts Reclassified from
Accumulated
Other Comprehensive Income
    Affected Line Item in the Statement
   Three Months Ended June 30,    
   2014     2013    

Where Net income is Presented

Unrealized gains (losses) on investments available for sale

      
   $ 3,950      $ (1   Net realized gains (losses) on investments
     (1,524     —        Income taxes, current
  

 

 

   

 

 

   
   $ 2,426      $ —        Net of tax
  

 

 

   

 

 

   

Details about Accumulated Other

Comprehensive Income Components

   Amounts Reclassified from
Accumulated
Other Comprehensive Income
    Affected Line Item in the Statement
   Six Months Ended June 30,    
   2014     2013    

Where Net income is Presented

Unrealized gains (losses) on investments available for sale

      
   $ 4,852      $ (1   Net realized gains (losses) on investments
     (1,872     —        Income taxes, current
  

 

 

   

 

 

   
   $ 2,980      $ —        Net of tax
  

 

 

   

 

 

   

 

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12.   Commitments and Contingencies

Litigation

Certain lawsuits have been filed against the Company. These lawsuits involve routine matters incidental to the claims aspect of the Company’s business for which estimated losses are included in Unpaid Losses and Loss Adjustment Expenses in the Company’s Financial Statements. In the opinion of management, these lawsuits are not material individually or in the aggregate to the Company’s financial position or results of operations. Accruals made or assessments of materiality of disclosure related to probable or possible losses do not consider any anticipated insurance proceeds.

Other

In July 2013, UPCIC entered into a lease agreement (“Lease Agreement”) for an office building adjacent to its principal office in Fort Lauderdale, Florida (“Property”) and expects to use the Property for additional office and storage space. The Company took possession of the office building and began monthly rental payments in October 2013.

Also in July 2013, UPCIC entered into a purchase agreement to acquire the Property (“Purchase Agreement”). The Purchase Agreement provides that the closing for the sale of the Property will take place no later than February 5, 2015. The closing for the sale of the Property is subject to certain closing conditions. The purchase price for the Property is $5.99 million, and UPCIC will receive a credit toward the purchase price for a portion of the rent it pays under the Lease Agreement.

 

13.   Fair Value Measurements

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

 

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

 

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

 

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

 

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Summary of significant valuation techniques for assets measured at fair value on a recurring basis

Level 1

Cash and cash equivalents and restricted cash and cash equivalents: Cash equivalents and restricted cash equivalents comprise actively traded money market funds that have daily quoted net asset values for identical assets that the Company can access. The carrying value of cash and cash equivalents and restricted cash and cash equivalents approximates fair value due to its liquid nature.

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

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

Level 2

U.S. government obligations and agencies: Comprise U.S. Treasury Bills or Notes or U.S. Treasury Inflation Protected Securities (TIPS). 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 income 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.

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

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

 

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

 

     Fair Value Measurements
June 30, 2014
 
     Level 1      Level 2      Level 3      Total  

Cash and cash equivalents

   $ 201,357       $ —         $ —         $ 201,357   

Restricted cash and cash equivalents

     2,635         —           —           2,635   

Fixed maturities:

           

U.S. government obligations and agencies

     —           116,422         —           116,422   

Corporate bonds

     —           106,745         —           106,745   

Mortgage-backed and asset-backed securities

     —           94,908         —           94,908   

Redeemable preferred stock

     —           5,070         —           5,070   

Equity securities:

           

Common stock

     590         —           —           590   

Mutual funds

     11,830         —           —           11,830   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investments

   $ 12,420       $ 323,145       $ —         $ 335,565   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets accounted for at fair value

   $ 216,412       $ 323,145       $ —         $ 539,557   
  

 

 

    

 

 

    

 

 

    

 

 

 
     Fair Value Measurements
December 31, 2013
 
     Level 1      Level 2      Level 3      Total  

Cash and cash equivalents

   $ 117,275       $ —         $ —         $ 117,275   

Restricted cash and cash equivalents

     2,600         —           —           2,600   

Fixed maturities:

           

U.S. government obligations and agencies

     —           104,215         —           104,215   

Corporate bonds

     —           94,203         —           94,203   

Mortgage-backed and asset-backed securities

     —           91,000         —           91,000   

Equity securities:

           

Common stock

     9,295         —           —           9,295   

Mutual funds

     55,727         —           —           55,727   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investments

   $ 65,022       $ 289,418       $ —         $ 354,440   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets accounted for at fair value

   $ 184,897       $ 289,418       $ —         $ 474,315   
  

 

 

    

 

 

    

 

 

    

 

 

 

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

 

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Table of Contents

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):

 

     June 30, 2014      December 31, 2013  
     Carrying value      (Level 3)
Estimated Fair
Value
     Carrying value      (Level 3)
Estimated Fair
Value
 

Liabilities (debt):

           

Surplus note

   $ 18,015       $ 15,289       $ 18,750       $ 15,900   

Term loan

   $ 12,969       $ 12,969       $ 18,490       $ 18,490   

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”) 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.

The fair value of the Term Loan approximates the carrying value given the original issue discount which was calculated based on the present value of future cash flows using the Company’s effective borrowing rate for similar instruments.

 

14.   Subsequent Events

The Company performed an evaluation of subsequent events through the date the Financial Statements were issued and determined there were no recognized or unrecognized subsequent events that would require an adjustment or additional disclosure in the Financial Statements as of June 30, 2014.

 

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Table of Contents
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. and its wholly-owned subsidiaries. You should read the following discussion together with our condensed consolidated financial statements (“Financial Statements”) and the related notes thereto included in Part I, Item 1 “Financial Statements.” Operating results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for the year.

Forward-Looking Statements

In addition to historical information, the following discussion may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on various factors and assumptions that include known and unknown risks and 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. Future results could differ materially from those in the following discussion and those described in 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, 2013.

Risks Relating to the Property-Casualty Business

 

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

 

    Unanticipated increases in the severity or frequency of claims may adversely affect our profitability and financial condition

 

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

 

    Predicting claim expense relating to environmental liabilities is inherently uncertain and may have a material adverse effect on our operating results 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

 

    Reinsurance may be unavailable at current levels and prices, which may limit our ability to write new business

 

    Regulation limiting rate increases and requiring us to participate in loss sharing may decrease our profitability

 

    The potential benefits of implementing our profitability model may not be fully realized

 

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

 

    Renewed weakness in the Florida real estate market could adversely affect our loss results

 

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

Risks Relating to Investments

 

    We have periodically experienced, and may experience further reductions in returns or losses on our investments especially during periods of heightened volatility, which could have a material adverse effect on our results of operations or financial condition

 

    We are subject to market risk which may adversely impact investment income

 

    Concentration of our investment portfolio in any particular segment of the economy may have adverse effects on our operating results and financial condition

 

    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 condition or results of operations or cause such results to be volatile

 

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Table of Contents

Risks Relating to the Insurance Industry

 

    Our future results are dependent in part on our ability to successfully operate in an insurance industry that is highly competitive

 

    Difficult conditions in the economy generally could adversely affect our business and operating results

 

    There can be no assurance that actions of the U.S. federal government, Federal Reserve and other governmental and regulatory bodies for the purpose of stabilizing the financial markets and stimulating the economy will achieve the intended effect

 

    We are subject to extensive regulation and potential further restrictive regulation may increase our operating costs and limit our growth

 

    Our insurance subsidiaries are subject to examination by state insurance departments

 

    Reinsurance subjects us to the credit risk of our reinsurers and may not be adequate to protect us against losses arising from ceded risks, which could have a material adverse effect on our operating results and financial condition

 

    The continued threat of terrorism and ongoing military actions may adversely affect the level of claim losses we incur and the value of our investment portfolio

 

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

 

    Adverse capital and credit market conditions may significantly affect our ability to meet liquidity needs or our ability to obtain credit on acceptable terms

 

    Loss of key executives could affect our operations

 

    Data security breaches or denial of service on our website could have an adverse impact on our business and reputation

Risks Relating to Debt Obligations

 

    Our revolving line of credit and term loan have restrictive terms and our failure to comply with any of these terms could have an adverse effect on our business and prospects and on our ability to pay dividends to our shareholders

Overview

Universal Insurance Holdings, Inc. (“UIH”), with its wholly-owned subsidiaries, is a vertically integrated insurance holding company performing all aspects of insurance underwriting, distribution and claims. Through our wholly-owned subsidiaries, including Universal Property & Casualty Insurance Company (“UPCIC”) and American Platinum Property and Casualty Insurance Company (“APPCIC”), collectively referred to as the “Insurance Entities”, we are principally engaged in the property and casualty insurance business offered primarily through a network of independent agents. Our primary product is homeowners insurance currently offered in eight states.

We generate revenues primarily from the collection of premiums and invest funds in excess of those retained for claims-paying obligations and insurance operations. Other significant sources of revenue include commissions collected from reinsurers and policy fees collected from policyholders through our affiliated managing general agent. The nature of our business tends to be seasonal reflecting consumer behaviors in connection with the hurricane season which occurs during the period from June 1 through November 30 each year. The amount of written premium tends to increase just prior to the start of the hurricane season which is in the second quarter of our fiscal year and to decrease approaching the fourth quarter after the peak of the hurricane season.

 

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From time to time, some of our competitors lower their premiums to a level that is below what we believe to be adequate in order to generate and maintain capital and surplus for the protection of our Insurance Entities and our policyholders. Our focus on long term capital strength and growth leads us to be selective in the risks we are willing to accept, which may limit the number of policies written. We believe these factors have contributed to recent policy attrition in Florida. While policy count is one measure of the overall growth of our business, we believe that our strategy of balancing competitive pricing with disciplined underwriting standards and expanding the size of our business through superior products and services, will maximize our long term growth.

The following table provides policy count and total insured value for Florida and other states as of June 30, 2014 and December 31, 2013 (dollars in thousands):

 

     As of June 30, 2014     As of December 31, 2013  

State

   Count      %     Total Insured
Value
     %     Count      %     Total Insured
Value
     %  

Florida

     494,542         92.1   $ 110,462,527         89.2     499,949         93.3   $ 110,785,839         90.7

Other states

     42,447         7.9     13,403,606         10.8     36,039         6.7     11,305,295         9.3
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Grand total

     536,989         100.0   $ 123,866,133         100.0     535,988         100.0   $ 122,091,134         100.0
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Our overall growth strategy includes taking prudent measures to address attrition. These initiatives include reducing rates in selected markets, while maintaining rate adequacy, and investing in personnel to improve our processes. For example, we have reduced overall rates for homeowners’ insurance in Florida by 2.4% effective in January 2014 for new business and March 2014 for renewals.

As a result of our growth strategy and initiatives, we have seen an increase in the Florida policy count for new business submissions in the first and second quarters of 2014 compared to 2013, and we continue to expand our business in states outside of Florida with growth in policy count of 17.8% since December 31, 2013 and 40.3% since June 30, 2013. We have also seen an increase in policy renewal rates in Florida during the second quarter of 2014 compared to the same period in 2013. Although the Florida policy count as of June 30, 2014 is down compared to December 31, 2013, it has increased from 492 thousand as of March 31, 2014.

2014 Developments

We repurchased an aggregate of 1,671,271 shares of UIH’s common stock since January 1, 2014. See “Item 1 — Note 7 (Stockholders’ Equity)” for additional information.

In January 2014, we announced that UPCIC submitted applications to the respective regulatory entities in Indiana, Minnesota and Delaware in order to begin writing business in those states.

In April 2014, we announced that UPCIC submitted applications to the regulatory entities in Pennsylvania, consistent with the Company’s strategy to increase its geographical diversification.

In April 2014, we announced that the Insurance Commissioner of Delaware issued a Certificate of Authority to UPCIC, thereby approving UPCIC as a licensed insurance entity in the state of Delaware.

In June 2014, we announced that the Insurance Commissioner of Delaware approved the homeowners insurance rates and forms of UPCIC, and that UPCIC has subsequently written its first homeowners insurance policy in Delaware.

In July 2014, Demotech, Inc. affirmed the Financial Stability Rating® of “A” for APPCIC and UPCIC. According to Demotech, Inc., the affirmation represents a company’s continued positive surplus related to policyholders, liquidity of invested assets, an acceptable level of financial leverage, reasonable loss and loss adjustment expense reserves, and realistic pricing. The ratings of APPCIC and UPCIC are subject to at least annual review by Demotech, Inc., and may be revised upward or downward or revoked at the sole discretion of Demotech, Inc. Financial Stability Ratings® are primarily directed towards policyholders, and are not evaluations directed toward the protection of investors in the Company, including holders of the Company’s common stock, and are not recommendations to buy, sell or hold securities.

During the six months ended June 30, 2014, we paid cash dividends totaling $0.20 per share.

 

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In February 2014, UIH joined the S&P SmallCap 600 Index after the close of trading on February 28, 2014.

In July 2014, the North Carolina Department of Insurance notified UPCIC that the restriction on annual direct premiums of $20 million had been lifted. The removal of the annual restriction will allow growth in North Carolina to be at a pace governed more by the market than regulatory restraints.

Recent Accounting Pronouncements Not Yet Adopted

In June 2014, the Financial Accounting Standards Board issued guidance which clarifies that a performance target that affects vesting and could be achieved after the requisite service period should be treated as a performance condition and should not be reflected in estimating the grant-date fair value of the award. Compensation costs should reflect the amount attributable to the periods for which the requisite service has been rendered. Total compensation expense recognized during and after the requisite service period, which may differ from the vesting period, should reflect the number of awards that are expected to vest and should be adjusted to reflect the number of awards that ultimately vest. The guidance is effective for reporting periods beginning after December 15, 2015 and may be applied either prospectively or retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity.

Investment Portfolio

As discussed in our Annual Report on Form 10-K for the year ended December 31, 2013 under “Item 1. Business — Investments,” during 2013, our investment committee authorized management to engage Deutsche Bank, a leading global investment adviser specializing in the insurance industry, to manage our investment portfolio. Working with the investment adviser, we transitioned the composition of our portfolio to include a greater percentage of fixed income securities and a smaller percentage of equity securities, which we expect will provide a more stable stream of investment income and reduce the effects of market volatility. Our overall investment objective is to maximize total rate of return while maintaining liquidity and minimizing risk. Our investment strategy includes maintaining investments to support unpaid losses and loss adjustment expenses for our insurance subsidiaries in accordance with guidelines established by insurance regulators.

We currently hold these investments in a portfolio available for sale with changes in fair value reflected in stockholders’ equity with the exception of any other than temporary impairments which are reflected in earnings. In the first quarter of 2013, we liquidated 100% of the equity securities that were held in our trading portfolio resulting in net losses of $8.2 million. See “Item 1 — Note 3 (Investments)” for the composition of our portfolio as of June 30, 2014.

 

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2014 – 2015 Reinsurance Program

Effective June 1, 2014, we entered into multiple reinsurance agreements comprising our 2014-2015 reinsurance program.

See “Item 1 — Note 4 (Reinsurance).”

REINSURANCE GENERALLY

We use reinsurance to reduce our exposure to catastrophic and non-catastrophic losses through a combination of quota share, catastrophe and other forms of reinsurance. Below is a description of our 2014-2015 reinsurance program. We believe that the overall terms of the 2014-2015 reinsurance program are more favorable than the 2013-2014 reinsurance program. We realized cost reductions in part due to market conditions and our preparation and efforts to manage risk exposure. We also are retaining a greater percentage of gross written premiums with wind risk than we did under our 2013-2014 reinsurance program. While we believe the changes to the current reinsurance program are beneficial, there can be no assurance that our actual results of operations or financial condition will be positively affected. The Insurance Entities remain responsible for insured losses notwithstanding the failure of any reinsurer to make payments otherwise due to the Insurance Entities. A major catastrophic event, multiple catastrophes, or the insolvency of one of the larger participants in the reinsurance program could have a material adverse effect on the Insurance Entities’ solvency and our results of operations, financial condition and liquidity.

UPCIC REINSURANCE PROGRAM

UPCIC’s reinsurance program, which generally runs from June 1 through May 31 of the following year, consists of quota share, various forms of catastrophe coverage and individual property and liability per risk/per policy coverage. With the 2014-2015 reinsurance program, UPCIC retains a pre-tax liability of $21 million for the first, second and third catastrophic events under its Florida program with coverage up to $1.774 billion. UPCIC retains a pre-tax liability of $21 million for the first and second catastrophic events under its programs in Delaware, Georgia, Maryland, Massachusetts, North Carolina and South Carolina with coverage up to $125 million and a pre-tax liability of $7 million under its program in Hawaii with coverage up to $30 million. UPCIC reduced its quota share percentage to 30% under its 2014-2015 program compared to 45% under its 2013-2014 program thus retaining more risk and premium per policy. UPCIC has mandatory catastrophe coverage through the Florida Hurricane Catastrophe Fund (“FHCF”) plus voluntary quota share, catastrophe and per risk coverage with private reinsurers. The estimated total net cost after the proportional quota share deductions of UPCIC’s catastrophe, FHCF and per risk related coverage, including reinstatement premium protection coverage is $172.4 million. The largest private participants in UPCIC’s program include Odyssey Re, Everest Re, Renaissance Re, Nephila Capital, ACE Tempest Re and Lloyd’s of London syndicates.

APPCIC REINSURANCE PROGRAM

APPCIC’s reinsurance program, which generally runs from June 1 through May 31 of the following year, consists of various forms of catastrophe coverage and individual property and liability per risk/per policy coverage. With the 2014-2015 reinsurance program, APPCIC retains a pre-tax liability of $2.5 million for the first and second catastrophic events with coverage up to $40.8 million. APPCIC has mandatory catastrophe coverage through the FHCF and voluntary catastrophe and per risk coverage with private reinsurers. The estimated total cost of APPCIC’s catastrophe, FHCF and per risk related coverage, including reinstatement premium protection is $5.0 million. The largest private participants in APPCIC’s reinsurance program include ACE Tempest Re, Hiscox, Odyssey Re, Hannover Ruck, and Lloyd’s of London syndicates.

UIH PROGRAM

Separately from the Insurance Entities’ reinsurance programs, UIH protected its own assets against diminution in value due to catastrophe events by purchasing $80 million in the form of insurance proceeds plus an amount equal to the forgiveness of related debt through a catastrophe risk-linked transaction contract, effective June 1, 2013 through May 31, 2016. This contract provides for recovery by UIH in the event of exhaustion of UPCIC’s catastrophe coverage. The total cost to UIH of this risk-linked transaction contract is $9.0 million per year for each of the three years.

 

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Wind Mitigation Discounts

The insurance premiums charged by the Insurance Entities are subject to various statutory and regulatory requirements. Among these, the Insurance Entities must offer wind mitigation discounts in accordance with a program mandated by the Florida Legislature and implemented by the Florida Office of Insurance Regulation. The level of wind mitigation discounts mandated by the Florida Legislature which were effective June 1, 2007 for new business and August 1, 2007 for renewal business have had a significant negative effect on the Insurance Entities’ premium. The percentage reduction of in-force premium from wind mitigation credits for UPCIC policies as of June 30, 2014 was 35.2% compared to 32.0% as of June 30, 2013. The percentage reduction of in-force premium from wind mitigation credits for APPCIC policies as of June 30, 2014 was 63.6% compared to 62.9% as of June 30, 2013.

 

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Results of Operations - Three Months Ended June 30, 2014, Compared to Three Months Ended June 30, 2013

Net income increased by $97 thousand to $17.1 million for the three months ended June 30, 2014 compared to $17.0 million the three months ended June 30, 2013. Diluted earnings per common share increased by $0.05 to $0.49 for the three months ended June 30, 2014 compared to $0.44 the three months ended June 30, 2013.

The increase in net income of $97 thousand, or 0.6%, for the three months ended June 30, 2014 compared to the same period in 2013 reflects an increase in net earned premiums and income generated from our investment portfolio, offset by a decrease in commission revenue and increases in operating expenses. A more detailed discussion of these factors follows the table below.

The following table summarizes changes in each component of our Condensed Consolidated Statements of Income and Comprehensive Income for the three months ended June 30, 2014 compared to the same period in 2013 (in thousands):

 

     Three Months Ended June 30,     Change  
     2014     2013     $     %  

PREMIUMS EARNED AND OTHER REVENUES

        

Direct premiums written

   $ 220,009      $ 219,946      $ 63        0.0

Ceded premiums written

     (76,483     (133,897     57,414        -42.9
  

 

 

   

 

 

   

 

 

   

Net premiums written

     143,526        86,049        57,477        66.8

Change in net unearned premium

     (70,164     (19,182     (50,982     265.8
  

 

 

   

 

 

   

 

 

   

Premiums earned, net

     73,362        66,867        6,495        9.7

Net investment income (expense)

     412        137        275        200.7

Net realized gains (losses) on investments

     3,950        (1     3,951        NM   

Net change in unrealized gains (losses) on investments

     —          23        (23     -100.0

Commission revenue

     3,670        5,271        (1,601     -30.4

Policy fees

     3,899        3,819        80        2.1

Other revenue

     1,696        1,640        56        3.4
  

 

 

   

 

 

   

 

 

   

Total premiums earned and other revenues

     86,989        77,756        9,233        11.9
  

 

 

   

 

 

   

 

 

   

OPERATING COSTS AND EXPENSES

        

Losses and loss adjustment expenses

     27,679        25,199        2,480        9.8

General and administrative expenses

     28,901        22,869        6,032        26.4
  

 

 

   

 

 

   

 

 

   

Total operating costs and expenses

     56,580        48,068        8,512        17.7
  

 

 

   

 

 

   

 

 

   

INCOME BEFORE INCOME TAXES

     30,409        29,688        721        2.4

Income taxes, current

     13,398        12,351        1,047        8.5

Income taxes, deferred

     (115     308        (423     NM   
  

 

 

   

 

 

   

 

 

   

Income taxes, net

     13,283        12,659        624        4.9
  

 

 

   

 

 

   

 

 

   

NET INCOME

   $ 17,126      $ 17,029      $ 97        0.6
  

 

 

   

 

 

   

 

 

   

Other comprehensive income (loss), net of taxes

     (359     (2,608     2,249        -86.2
  

 

 

   

 

 

   

 

 

   

COMPREHENSIVE INCOME

   $ 16,767      $ 14,421      $ 2,346        16.3
  

 

 

   

 

 

   

 

 

   

NM - Not meaningful.

 

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The following discussion provides comparative information for significant changes to the components of net income and comprehensive income in the table above.

Net earned premiums were $73.4 million for the three months ended June 30, 2014, compared to $66.9 million for the three months ended June 30, 2013. The increase in net earned premiums of $6.5 million, or 9.7%, reflects a decrease in direct earned premiums of $5.2 million offset by a decrease in ceded earned premiums of $11.7 million. Premium earned in the current period reflects premium written over the past 12 months and any changes in rates or policy count during that time. The decrease in direct earned premiums is due primarily to a reduction in the number of policies in force in Florida and rate decreases for new business and renewals in Florida which went into effect in January and March 2014, respectively. We have taken prudent measures to address attrition by reducing rates in selective markets, while maintaining rate adequacy and investing in personnel to improve our processes. The decrease in ceded earned premiums is attributable to lower reinsurance costs with the 2013-2014 and 2014-2015 reinsurance programs reflected in the results for 2014 compared to the costs of the 2012-2013 and 2013-2014 reinsurance programs reflected in the results for 2013. In addition, we reduced the rate of quota share ceded premium from 45% in our 2012-2013 and 2013-2014 reinsurance programs to 30% in our 2014-2015 reinsurance program. This reduction is reflected in the results for the month of June 2014.

Net investment income was $412 thousand for the three months ended June 30, 2014 generated from the investments we held in our portfolio of securities available for sale, compared to $137 thousand for the same three months during 2013. The increase in net investment income reflects a change in the composition of the investment portfolio including a shift in cash and cash equivalents to fixed income securities.

We sold investment securities available for sale during the three months ended June 30, 2014, resulting in a net realized gain of $4.0 million compared to a net realized loss of $1.0 thousand during the three months ended June 30, 2013. The securities sold during the three months ended June 30, 2014 were comprised primarily of equity securities. We took the opportunity in the second quarter of 2014 to realize gains ahead of a potential market correction in the equity markets. These realized gains will be applied towards deferred tax assets that were established from capital loss carryforwards for state income tax purposes.

Commission revenue is comprised principally of brokerage commissions we earn from reinsurers. For the three months ended June 30, 2014, commission revenue was $3.7 million, compared to $5.3 million for the three months ended June 30, 2013. The decrease in commission revenue of $1.6 million, or 30.4%, was the result of a decrease in the cost of certain reinsurance contracts upon which brokerage commissions are earned as well as overall changes in the structure of the reinsurance programs in effect during the three months ended June 30, 2014 compared to the three months ended June 30, 2013.

 

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Losses and loss adjustment expenses, net (“LAE”) were $27.7 million for the three months ended June 30, 2014 compared to $25.2 million during the same period in 2013. The increase in net loss and LAE of $2.5 million was driven by the decrease in the amount of loss and LAE ceded to reinsurers under our quota share reinsurance contracts effective with the 2014-2015 reinsurance program discussed above. The net loss and LAE ratios, or net losses and LAE as a percentage of net earned premiums, were 37.7% during both the three-month periods ended June 30, 2014 and 2013 and were comprised of the following components (in thousands):

 

     Three Months Ended June 30, 2014  
     Direct     Ceded     Net  

Loss and loss adjustment expenses

   $ 46,970      $ 19,291      $ 27,679   

Premiums earned

   $ 192,061      $ 118,699      $ 73,362   

Loss & LAE ratios

     24.5     16.3     37.7
     Three Months Ended June 30, 2013  
     Direct     Ceded     Net  

Loss and loss adjustment expenses

   $ 50,350      $ 25,151      $ 25,199   

Premiums earned

   $ 197,302      $ 130,435      $ 66,867   

Loss & LAE ratios

     25.5     19.3     37.7

See “Item 1 — Note 5 (Insurance Operations)” for change in liability for unpaid losses and LAE.

For the three months ended June 30, 2014, general and administrative expenses were $28.9 million, compared to $22.9 million for the same period in 2013. The majority of the overall increase in general and administrative expenses of $6.0 million, or 26.4%, is due to an increase of $3.2 million in the amortization of deferred acquisition costs resulting mostly from changes with the 2014-2015 reinsurance program including a reduction in the rate of ceded premium from 45% to 30% in our quota share contracts. We also had an increase of $1.8 million in the amount of stock-based compensation, an increase of $1.0 million in advertising and promotional expenses, and an increase of $0.5 million related to insurance premiums paid for UIH-level coverage, most of which is related to additional protection in the form of catastrophe-linked insurance. Also, our recovery of Florida Insurance Guarantee Association (“FIGA”) assessments declined by $1.7 million as compared to the same quarter last year. FIGA assessments are initially charged to insurance companies, which then are allowed to recover the assessed amounts from their policyholders. UPCIC recovered the amount of its FIGA assessment over a 12-month period ending in early February 2014. We therefore recovered more of the assessment in 2013 than in 2014 due to the timing of the initial assessment and the associated recovery period. These increases were partially offset by a reduction of $1.2 million in regulatory fees and $0.8 million in accrued performance bonuses.

Income taxes increased by $624 thousand, or 4.9% primarily as a result of an increase in income before income taxes. The effective tax rate increased to 43.7% for the three months ended June 30, 2014 from 42.6% for the same period in the prior year primarily from an increase in the amount of non-deductible expenses including certain compensation.

Comprehensive income includes net income and other comprehensive income or loss. The other comprehensive income for the three months ended June 30, 2014 and 2013, reflect after tax changes in fair value of securities held in our portfolio of securities available for sale and reclassification out of cumulative other comprehensive income for securities sold. See “Item 1 — Note 11 (Other Comprehensive Income (Loss))”.

 

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Results of Operations - Six Months Ended June 30, 2014, Compared to Six Months Ended June 30, 2013

Net income increased by $1.7 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013. Diluted earnings per common share increased by $0.14 for the six months ended June 30, 2014 compared to the six months ended June 30, 2013.

The increase in net income of $1.7 million, or 5.8%, for the six months ended June 30, 2014 compared to the same period in 2013 reflects the absence of trading losses generated in the first quarter of 2013, an increase in net earned premiums and an increase in net investment income. These were partially offset by a decrease in commissions and an increase in operating expenses. A more detailed discussion of these factors follows the table below.

The following table summarizes changes in each component of our Condensed Consolidated Statements of Income and Comprehensive Income for the six months ended June 30, 2014 compared to the same period in 2013 (in thousands):

 

     Six Months Ended June 30,     Change  
     2014     2013     $     %  

PREMIUMS EARNED AND OTHER REVENUES

      

Direct premiums written

   $ 411,926      $ 424,085      $ (12,159     -2.9

Ceded premiums written

     (198,132     (275,214     77,082        -28.0
  

 

 

   

 

 

   

 

 

   

Net premiums written

     213,794        148,871        64,923        43.6

Change in net unearned premium

     (76,625     (16,595     (60,030     361.7
  

 

 

   

 

 

   

 

 

   

Premiums earned, net

     137,169        132,276        4,893        3.7

Net investment income (expense)

     930        149        781        524.2

Net realized gains (losses) on investments

     4,852        (16,038     20,890        NM   

Net change in unrealized gains (losses) on investments

     —          7,897        (7,897     -100.0

Commission revenue

     7,759        10,257        (2,498     -24.4

Policy fees

     7,411        7,505        (94     -1.3

Other revenue

     3,173        3,165        8        0.3
  

 

 

   

 

 

   

 

 

   

Total premiums earned and other revenues

     161,294        145,211        16,083        11.1
  

 

 

   

 

 

   

 

 

   

OPERATING COSTS AND EXPENSES

      

Losses and loss adjustment expenses

     54,504        51,682        2,822        5.5

General and administrative expenses

     53,264        44,079        9,185        20.8
  

 

 

   

 

 

   

 

 

   

Total operating costs and expenses

     107,768        95,761        12,007        12.5
  

 

 

   

 

 

   

 

 

   

INCOME BEFORE INCOME TAXES

     53,526        49,450        4,076        8.2

Income taxes, current

     22,457        16,298        6,159        37.8

Income taxes, deferred

     394        4,164        (3,770     -90.5
  

 

 

   

 

 

   

 

 

   

Income taxes, net

     22,851        20,462        2,389        11.7
  

 

 

   

 

 

   

 

 

   

NET INCOME

   $ 30,675      $ 28,988      $ 1,687        5.8
  

 

 

   

 

 

   

 

 

   

Other comprehensive income (loss), net of taxes

     (247     (2,608     2,361        -90.5
  

 

 

   

 

 

   

 

 

   

COMPREHENSIVE INCOME

   $ 30,428      $ 26,380      $ 4,048        15.3
  

 

 

   

 

 

   

 

 

   

NM - Not meaningful.

 

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The following discussion provides comparative information for significant changes to the components of net income and comprehensive income in the table above.

Net earned premiums were $137.2 million for the six months ended June 30, 2014, compared to $132.3 million for the six months ended June 30, 2013. The increase in net earned premiums of $4.9 million, or 3.7%, reflects a decrease in direct earned premiums of $8.8 million offset by a decrease in ceded earned premiums of $13.7 million. Premium earned in the current period reflects premium written over the past 12 months and any changes in rates or policy count during that time. The decrease in direct earned premiums is due primarily to a reduction in the number of policies in force in Florida and rate decreases for new business and renewals in Florida which went into effect in January and March 2014, respectively. We have taken prudent measures to address attrition by reducing rates in selective markets, while maintaining rate adequacy and investing in personnel to improve our processes. The decrease in ceded earned premiums is attributable to lower reinsurance costs with the 2013-2014 and 2014-2015 reinsurance programs reflected in the results for 2014 compared to the costs of the 2012-2013 and 2013-2014 reinsurance programs reflected in the results for 2013. In addition, we reduced the rate of quota share ceded premium from 45% in our 2012-2013 and 2013-2014 reinsurance programs to 30% in our 2014-2015 reinsurance program. This reduction is reflected in the results for the month of June 2014.

Net investment income was $930 thousand for the six months ended June 30, 2014 generated from the investments we held in our portfolio of securities available for sale, compared to $149 thousand for the same six months during 2013. The increase in net investment income reflects a change in the composition of the investment portfolio including a shift in cash and cash equivalents to fixed income securities.

We sold investment securities available for sale during the six months ended June 30, 2014, resulting in a net realized gain of $4.9 million. We took the opportunity in the second quarter of 2014 to realize gains ahead of a potential market correction in the equity markets. These realized gains will be applied to capital loss carryforwards for state income taxes. For the six months ended June 30, 2013, we realized net losses on investments of $16.0 million, reflecting the underlying market conditions as we liquidated one hundred percent of the equity securities held in our trading portfolio during March 2013.

The decrease of $7.9 million in the net change in unrealized gains for the six months ended June 30, 2014 compared to the same period in 2013 reflects the absence of investment securities held in the trading portfolio during the six months ended June 30, 2014. The investment securities held during the six months ended June 30, 2014 were available for sale with changes in fair value recorded in equity. The majority of the net change in unrealized gains on investments for the six months ended June 30, 2013 reflects the reversal of unrealized losses on investments held at December 31, 2012 and sold during the three months ended March 31, 2013 as we liquidated one hundred percent of the equity securities held in the trading portfolio through March 31, 2013.

Commission revenue is comprised principally of brokerage commissions we earn from reinsurers. For the six months ended June 30, 2014, commission revenue was $7.8 million, compared to $10.3 million for the six months ended June 30, 2013. The decrease in commission revenue of $2.5 million, or 24.4%, was the result of a decrease in the cost of certain reinsurance contracts upon which brokerage commissions are earned as well as overall changes in the structure of the reinsurance programs in effect during the six months ended June 30, 2014 compared to the six months ended June 30, 2013.

 

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Losses and LAE were $54.5 million for the six months ended June 30, 2014 compared to $51.7 million for the same period in 2013. The increase in net losses and LAE of $2.8 million is driven by the decrease in the amount of loss and LAE ceded to reinsurers under our quota share reinsurance contracts effective with the 2014-2015 reinsurance program discussed above. The net loss and LAE ratios, or net losses and LAE as a percentage of net earned premiums, were 39.7% and 39.1% during the six-month periods ended June 30, 2014 and 2013, respectively, and were comprised of the following components (in thousands):

 

     Six Months Ended June 30, 2014  
     Direct     Ceded     Net  

Loss and loss adjustment expenses

   $ 97,692      $ 43,188      $ 54,504   

Premiums earned

   $ 382,705      $ 245,536      $ 137,169   

Loss & LAE ratios

     25.5     17.6     39.7
     Six Months Ended June 30, 2013  
     Direct     Ceded     Net  

Loss and loss adjustment expenses

   $ 100,946      $ 49,264      $ 51,682   

Premiums earned

   $ 391,470      $ 259,194      $ 132,276   

Loss & LAE ratios

     25.8     19.0     39.1

See “Item 1 — Note 5 (Insurance Operations)” for change in liability for unpaid losses and LAE.

For the six months ended June 30, 2014, general and administrative expenses were $53.3 million, compared to $44.1 million for the same period in 2013. The overall increase in general and administrative expenses of $9.2 million, or 20.8%, includes an increase of $2.6 million related to insurance premiums paid for UIH-level coverage, most of which is related to additional protection in the form of catastrophe-linked insurance. We also had increases of $2.3 million in the amount of stock-based compensation, $1.3 million of advertising and promotional expenses and $1.8 million in amortization of deferred acquisition costs. Also, our recovery of FIGA assessments declined by $2.3 million during the six months ended June 30, 2014 as compared to the same period last year. UPCIC recovered the amount of its FIGA assessment over a 12-month period ending in early February 2014. We therefore recovered more of the assessment in 2013 than in 2014 due to the timing of the initial assessment and the associated recovery period. These increases were partially offset by a reduction of $1.2 million in regulatory fees.

Income taxes increased by $2.4 million, or 11.7% primarily as a result of an increase in income before income taxes. The effective tax rate increased to 42.7% for the six months ended June 30, 2014 from 41.4% for the same period in the prior year primarily from an increase in the amount of non-deductible expenses including certain compensation.

Comprehensive income includes net income and other comprehensive income or loss. The other comprehensive income for the six months ended June 30, 2014 and 2013, reflect after tax changes in fair value of securities held in our portfolio of securities available for sale and reclassification out of cumulative other comprehensive income for securities sold. See “Item 1 — Note 11 (Other Comprehensive Income (Loss))”.

 

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Analysis of Financial Condition - As of June 30, 2014 Compared to December 31, 2013

We believe that premiums will be sufficient to meet our working capital requirements for at least the next twelve months. Our policy is to 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):

 

Type of Investment

   June 30,
2014
     December 31,
2013
 

Cash and cash equivalents

   $ 201,357       $ 117,275   

Restricted cash and cash equivalents

     2,635         2,600   

Fixed maturities

     323,145         289,418   

Equity securities

     12,420         65,022   
  

 

 

    

 

 

 

Total

   $ 539,557       $ 474,315   
  

 

 

    

 

 

 

Prepaid reinsurance premiums represent the amount of ceded unearned premiums. The decrease of $47.4 million to $193.8 million is due to a reduction in reinsurance premiums.

Reinsurance recoverable represents ceded losses and LAE. The decrease of $30.3 million to $77.6 million was primarily due to the timing of settlements and amounts available for right of offset with our reinsurers.

Reinsurance receivable, net, represents inuring premiums receivable, net of ceded premiums payable with our quota share reinsurer. The increase of $26.1 million to $26.4 million as of June 30, 2014 was primarily due to the timing of settlements and amounts available for right of offset with our reinsurers.

Premiums receivable represent amounts due from policyholders. The increase of $8.5 million to $55.0 million reflects the seasonal pattern of written premium as described under “—Overview”.

See “Item 1 — Note 5 (Insurance Operations)” for a roll-forward in the balance of our deferred policy acquisition costs and our unpaid losses and LAE.

Unearned premium represents the portion of direct written premium that will be earned pro-rata in the future. The increase of $29.2 million to $412.7 million reflects the seasonal pattern of written premium as described under “—Overview”.

Book overdrafts represent outstanding checks in excess of cash on deposit and are examined monthly to determine if legal right of offset exists for accounts with the same banking institution. The decrease of $10.6 million to $4.3 million in book overdrafts as of June 30, 2014 is attributed to an increase in cash deposits applied in the right to offset.

Reinsurance payable, net, represents our liability to reinsurers for ceded written premiums, net of ceding commissions receivable. The increase of $33.9 million to $120.1 million as of June 30, 2014 was primarily due to the timing of settlements and amounts available for right of offset with our reinsurers.

Other liabilities and accrued expenses represent liabilities for commissions and various general and administrative expenses. The decrease of $7.2 million to $27.2 million as of June 30, 2014 was due to the payment of 2013 performance bonuses during the first quarter of 2014 and payments for state premium taxes during the first and second quarter of 2014.

 

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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 to meet our liquidity requirements and we expect that in the future funds from operations will continue to meet such requirements.

The balance of cash and cash equivalents as of June 30, 2014 was $201.4 million compared to $117.3 million at December 31, 2013. See “Item 1 — Condensed Consolidated Statements of Cash Flows” for a reconciliation of the balance of cash and cash equivalents between June 30, 2014 and December 31, 2013. The increase in cash and cash equivalents was driven by cash flows generated from operations and investing in excess of those used for financing activities. The balance of restricted cash and cash equivalents as of June 30, 2014 and December 31, 2013 was mostly comprised of cash equivalents on deposit with regulatory agencies in the various states in which our Insurance Entities do business. Most of the balance of cash and cash equivalents maintained is available to pay claims in the event of a catastrophic event in addition to any amounts recovered under our reinsurance agreements.

As discussed in “Item 1 — Note 6 (Long-Term Debt)”, UIH entered into a revolving loan agreement and related revolving note (“DB Loan”) with Deutsche Bank in March 2013, amended in May 2013. The DB Loan makes available to UIH an unsecured line of credit in an aggregate amount not to exceed $10 million. Draws under the DB Loan have a maturity date of March 27, 2015 and carry an interest rate of LIBOR plus a margin of 5.50% or Deutsche Bank’s prime rate plus a margin of 3.50% at the election of UIH. The DB Loan contains certain covenants and restrictions applicable while amounts are outstanding thereunder, including limitations with respect to our indebtedness, liens, distributions, mergers or dispositions of assets, organizational structure, transactions with affiliates and business activities. We had not drawn any amounts under the unsecured line of credit as of July 31, 2014.

In May 2013, UIH also entered into a $20 million unsecured term loan agreement and related term note (“Term Loan”) with RenaissanceRe Ventures Ltd. (“RenRe Ventures”) also discussed in “Item 1 — Note 6 (Long-Term Debt)”. The Term Loan bears interest at the rate of 50 basis points per annum and matures on the earlier of May 23, 2016 or the date that all principal under the Term Loan is pre-paid or deemed paid in full. The Term Loan is amortized over the three-year term and UIH may prepay the loan without penalty. The Term loan contains certain covenants and restrictions applicable while amounts are outstanding thereunder, including limitations with respect to our indebtedness, liens, distributions, mergers or dispositions of assets, organizational structure, transactions with affiliates and business activities. The Company used the net proceeds of the Term Loan to repurchase 4,666,000 shares of common stock owned by Mr. Bradley Meier in May 2013. In May 2014, the Company made a principal payment of $6.0 million on the Term Loan. The Term Loan had a carrying amount of $13.0 million as of June 30, 2014.

Liquidity requirements for UIH and its non-insurance subsidiaries include the payment of general operating expenses, 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, and interest and principal payments on debt obligations. The declaration and payment of future dividends by UIH to its shareholders, and any future repurchases of UIH 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. Principal sources of liquidity for UIH and its non-insurance subsidiaries include revenues generated from fees paid by the Insurance Entities for managing general agency, policy administration, inspections and claims adjusting services. Additional sources of liquidity include brokerage commissions earned on reinsurance contracts and any unused credit lines. UIH also maintains investments in equity securities which would generate funds upon sale.

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

 

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Our insurance operations provide liquidity in that premiums are generally received months or even years before losses are paid under the policies written. The Insurance Entities maintain substantial investments in highly liquid, marketable securities which would generate funds upon sale.

The Insurance Entities are responsible for losses related to catastrophic events with incurred losses in excess of coverage provided by the Insurance Entities’ reinsurance programs and for losses that otherwise are not covered by the reinsurance programs, which could have a material adverse effect on either the Insurance Entities’ or our business, financial condition, results of operations and liquidity.

Capital Resources

Capital resources provide protection for policyholders, furnish the financial strength to support the business of underwriting insurance risks, and facilitate continued business growth. At June 30, 2014, we had total capital of $209.1 million, comprised of stockholders’ equity of $178.1 million and total long term debt of $31.0 million. Our debt-to-total-capital ratio and debt-to-equity ratio were 14.8% and 17.4%, respectively, at June 30, 2014. At December 31, 2013, we had total capital of $212.8 million, comprised of stockholders’ equity of $175.6 million and total long term debt of $37.2 million. Our debt-to-total-capital ratio and debt-to-equity ratio were 17.5% and 21.2%, respectively, at December 31, 2013. The increase in stockholders’ equity during the six months ended June 30, 2014 is attributed to net income partially offset by dividends declared and common share repurchases.

At June 30, 2014, UPCIC was in compliance with all of the covenants under its surplus note and its total adjusted capital was in excess of regulatory requirements. At June 30, 2014, UIH was in compliance with all of the covenants under the Term Loan and the DB Loan.

During the six months ended June 30, 2014, the Company repurchased an aggregate of 1.225 million shares of UIH’s common stock owned by Bradley I. Meier, the Company’s former Chairman, President and Chief Executive Officer, as discussed under “Item 1 —Note 7 (Stockholders’ Equity)”. The repurchase cost was an aggregate of $14.7 million and was funded using cash on hand.

During the six months ended June 30, 2014, the Company also repurchased an aggregate of 446,271 shares of UIH’s common stock in the open market, in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (“Rule 10b-18”), as discussed under “Item 1 — Note 7 (Stockholders’ Equity)”. The repurchase cost was an aggregate of $5.5 million and was funded using cash on hand.

In June 2014, UIH announced that its Board of Directors authorized a share repurchase program under which the Company may repurchase in the open market in compliance with Rule 10b-18 up to $10 million of its outstanding shares of common stock through August 1, 2015. The Company repurchased 38,424 shares of UIH’s common stock, included in the 446,271 shares repurchased during the six months ended June 30, 2014, and may repurchase up to an additional $9.5 million of its outstanding shares of common stock pursuant to such authorization.

As discussed under “Item 1 — Note 12 (Commitments and Contingencies)”, in July 2013, UPCIC entered into a purchase agreement to acquire an office building adjacent to its principal office in Fort Lauderdale, Florida which provides that the closing for the sale of the property will take place no later than February 5, 2015. The closing is subject to certain closing conditions. The purchase price for the property is $5.99 million, and UPCIC will receive a credit toward the purchase price for a portion of the rent it pays under the lease agreement under which it currently leases the property. The Company currently intends to pay the purchase price using cash on hand.

Cash Dividends

On January 30, 2014, the Company declared a cash dividend of $0.10 per share on its outstanding common stock paid on March 3, 2014, to the shareholders of record at the close of business on February 19, 2014.

On April 16, 2014, the Company declared a cash dividend of $0.10 per share on its outstanding common stock paid on July 3, 2014, to the shareholders of record at the close of business on June 19, 2014.

 

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Contractual Obligations

The following table represents our contractual obligations for which cash flows are fixed or determinable as of June 30, 2014 (in thousands):

 

     Total      Less than 1
year
     1-3 years      3-5 years      Over 5
years
 

Unpaid losses and LAE, direct (1)

   $ 144,625       $ 73,325       $ 46,569       $ 16,632       $ 8,099   

Long-term debt

     35,316         8,542         10,849         3,654         12,271   

Operating leases

     610         610         —           —           —     

Employment Agreements (2)

     13,362         8,756         4,606         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total contractual obligations

   $ 193,913       $ 91,233       $ 62,024       $ 20,286       $ 20,370   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(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 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 of the obligations that will arise under the contracts, but rather only the estimated liability incurred through June 30, 2014.
(2) These amounts represent minimum salaries, which may be subject to annual percentage increases, non-equity incentive compensation based on pre-tax or net income levels, and fringe benefits based on the remaining term of employment agreements we have with our executives. These amounts do not reflect equity awards of approximately 500 thousand shares of restricted common stock to be granted to executives in 2015 under their employment agreements.

Critical Accounting Policies and Estimates

There have been no material changes during the period covered by this Quarterly Report on Form 10-Q to Critical Accounting Policies and Estimates previously disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2013.

Related Party Transactions

See “Item 1 — Note 8 (Related Party Transactions)” for information about related party transactions.

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the potential for economic losses due to adverse changes in fair value of financial instruments. We carry all of our investments at market value in our statement of financial condition. Our investment portfolio as of June 30, 2014, is comprised of fixed maturities and equity securities exposing us to changes in interest rates and equity prices. See “Item 1 — Note 3 (Investments)” for a schedule of investment holdings as of June 30, 2014 and December 31, 2013. To a lesser extent, we also have exposure on our debt obligations which are in the form of a surplus note, and on any amounts we draw under the DB Loan. The surplus note accrues interest at an adjustable rate based on the 10-year Constant Maturity Treasury rate. Draws under the DB Loan accrue interest at a rate based on LIBOR or Deutsche Bank’s prime rate plus an applicable margin.

Our investments have been, and may in the future be, subject to significant volatility. We have taken steps which we expect will reduce the effects of market volatility by liquidating the investments held in our trading portfolio. We now maintain an investment portfolio which we expect will provide a stable stream of investment income and reduce the effects of market volatility. Our investment objectives with respect to fixed maturities are to maximize after-tax investment income without exposing the surplus of our Insurance Entities to excessive volatility. Our investment objectives with respect to equity securities are to enhance our long-term surplus levels through capital appreciation and earn a competitive rate of total return versus appropriate benchmarks. We cannot provide any assurance that we will be able to achieve our investment objectives.

Interest Rate Risk

Interest rate risk is the sensitivity of a fixed-rate instrument to changes in interest rates. When interest rates rise, the fair value of our fixed-rate investment securities decline.

The following table provides information about our fixed income investments, which are sensitive to changes in interest rates. The table presents cash flows of principal amounts and related weighted average interest rates by expected maturity dates for investments available for sale as of the dates presented (in thousands):

 

     June 30, 2014  
     Amortized Cost     Fair Value  
     2014     2015     2016     2017     2018     Thereafter     Other (1)     Total     Total  

Fixed maturities

     —        $ 59,905      $ 61,750      $ 35,658      $ 53,099      $ 15,017      $ 97,996      $ 323,425      $ 323,145   

Weighted average interest rate

     —          1.25     1.15     3.09     1.80     2.64     1.90     1.79     1.79
     December 31, 2013  
     Amortized Cost     Fair Value  
     2014     2015     2016     2017     2018     Thereafter     Other (1)     Total     Total  

Fixed maturities

   $ 3,827      $ 47,366      $ 62,287      $ 27,668      $ 54,201      $ 4,588      $ 91,502      $ 291,439      $ 289,418   

Weighted average interest rate

     7.43     1.16     1.29     3.88     1.79     1.97     1.73     1.84     1.83

 

(1) Comprised of mortgage-backed and asset-backed securities which have multiple maturity dates, and perpetual maturity securities, and are presented separately for the purposes of this table.

The tables above represent average contract rates which differ from the book yield of the fixed maturities. The fixed maturity investments in our available for sale portfolio are comprised of United States government and agency securities, corporate bonds, redeemable preferred stock and mortgage-backed and asset-backed securities.

 

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Equity and Commodity Price Risk

Equity and commodity price risk is the potential for loss in fair value of investments in common stock, preferred stock, and mutual funds from adverse changes in the prices of those instruments.

The following table provides information about the composition of equity securities held in the Company’s available for sale portfolio as of the dates presented (in thousands):

 

     June 30, 2014     December 31, 2013  
     Fair Value      Percent     Fair Value      Percent  

Equity securities:

          

Common stock

   $ 590         4.8   $ 4,754         7.3

Mutual funds

     11,830         95.2     60,268         92.7
  

 

 

    

 

 

   

 

 

    

 

 

 

Total equity securities

   $ 12,420         100.0   $ 65,022         100.0
  

 

 

    

 

 

   

 

 

    

 

 

 

A hypothetical decrease of 20% in the market prices of each of the equity securities held at June 30, 2014, would have resulted in decreases of $2.5 million, in the fair value of the equity securities investment portfolio.

 

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 June 30, 2014, 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’s rules and forms.

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

We are subject to litigation in the normal course of our business. As of June 30, 2014, we were not a party to any non-routine litigation which is expected by management to have a material effect on our results of operations, financial condition or liquidity.

 

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 to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors”, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

 

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

A summary UIH’s repurchases of common stock for the three months ended June 30, 2014 is as follows:

 

     Total Number of
Shares Purchased
     Average Price
Paid per Share (1)
     Total Number of
Shares Purchased
As Part of
Publicly
Announced Plans
or Programs
     Maximum Number
of Shares That
May Yet be
Purchased Under
the Plans or
Programs (2)
 

4/1/14 - 4/30/14

     —         $ —           —           —     

5/1/14 - 5/31/14

     326,566       $ 12.20         326,566         —     

6/1/14 - 6/30/14

     119,705       $ 12.51         119,705         732,756   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     446,271       $ 12.28         446,271         732,756   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Average price paid per share does not reflect brokerage commissions paid to acquire shares in open market transactions.
(2) Number of shares were calculated using a closing price at June 30, 2014 of $12.97 per share.

In May 2014, we repurchased in the open market in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (“Rule 10b-18”) a total of 326,566 shares of UIH’s common stock at an average price of $12.20 per share.

In June 2014, we repurchased in the open market in compliance with Rule 10b-18 a total of 119,705 shares of UIH’s common stock at an average price of $12.51 per share.

In June 2014, we announced that the Board of Directors authorized a share repurchase program under which the Company may repurchase in the open market in compliance with Rule 10b-18 up to $10 million of its outstanding shares of common stock through August 1, 2015. We repurchased 38,424 shares through such repurchase program through June 30, 2014.

Under the DB Loan and Term Loan, so long as any amounts are outstanding thereunder, UIH will be restricted from paying dividends to its shareholders if an event of default (or an event, the giving of notice of which or with the lapse of time or both, would become an event of default) is continuing at the time of and immediately after paying such dividend. No amounts were outstanding under the DB Loan as of June 30, 2014. The Term Loan had a carrying value of $13.0 million as of June 30, 2014.

 

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Item 6. Exhibits

 

Exhibit
No.
 

Exhibit

  10.1   Director Services Agreement, dated June 5, 2014, between Ralph J. Palmieri and the Company (1)
  10.2   Director Services Agreement, dated June 5, 2014, between Richard D. Peterson and the Company (1)
  15.1   Accountants’ Acknowledgment
  31.1   Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
  31.2   Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
  32   Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
101.INS-XBRL   Instance Document *
101.SCH-XBRL   Taxonomy Extension Schema Document *
101.CAL-XBRL   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 *

 

* Filed herewith.
** Furnished herewith.
(1) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 6, 2014.

 

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SIGNATURES

In accordance with 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: August 6, 2014    

/s/ Sean P. Downes

    Sean P. Downes, President and Chief Executive Officer
Date: August 6, 2014    

/s/ Frank C. Wilcox

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

 

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