UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 10-Q
_______________________
For the quarterly period ended June 30, 2020
OR
For the transition period from ________ to ________
Commission File Number 001-35761
_____________________
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) | |||
(Address of Principal Executive Offices) | (Zip Code) | |||||
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | ☑ | ||
Non-accelerated filer | ☐ | Smaller reporting company | ||
Emerging growth company | ||||
If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No R
As of July 31, 2020, 43,068,379 shares of common stock, par value $0.0001 per share, were outstanding.
UNITED INSURANCE HOLDINGS CORP.
PART I. FINANCIAL INFORMATION | ||
Item 1. Financial Statements | ||
Condensed Consolidated Balance Sheets (Unaudited) | ||
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) | ||
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) | ||
Condensed Consolidated Statements of Cash Flows (Unaudited) | ||
Notes to Unaudited Condensed Consolidated Financial Statements | ||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | ||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | ||
Item 4. Controls and Procedures | ||
PART II. OTHER INFORMATION | ||
Item 1. Legal Proceedings | ||
Item 1A. Risk Factors | ||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | ||
Item 3. Defaults Upon Senior Securities | ||
Item 4. Mine Safety Disclosures | ||
Item 5. Other Information | ||
Item 6. Exhibits | ||
Signatures | ||
Throughout this Quarterly Report on Form 10-Q (Form 10-Q), we present amounts in all tables in thousands, except for share amounts, per share amounts, policy counts or where more specific language or context indicates a different presentation. In the narrative sections of this Form 10-Q, we show full values rounded to the nearest thousand.
2
UNITED INSURANCE HOLDINGS CORP.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements about anticipated growth in revenues, gross written premium, earnings per share, estimated unpaid losses on insurance policies, investment returns, and diversification and expectations about our liquidity, our ability to meet our investment objectives and our ability to manage and mitigate market risk with respect to our investments. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “endeavor,” “project,” “believe,” “plan,” “anticipate,” “intend,” “could,” “would,” “estimate,” or “continue” or the negative variations thereof or comparable terminology are intended to identify forward-looking statements. These statements are based on current expectations, estimates and projections about the industry and market in which we operate, and management's beliefs and assumptions. Forward-looking statements are not guarantees of future performance and involve certain known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. The risks and uncertainties include, without limitation:
• | our exposure to catastrophic events and severe weather conditions; |
• | the regulatory, economic and weather conditions present in Florida, the state in which we are most concentrated; |
• | our ability to cultivate and maintain agent relationships, particularly our relationship with AmRisc, LLC (AmRisc); |
• | the possibility that actual claims incurred may exceed our loss reserves for claims; |
• | assessments charged by various governmental agencies; |
• | our ability to implement and maintain adequate internal controls over financial reporting; |
• | our ability to maintain information technology and data security systems, and to outsource relationships; |
• | our reliance on key vendor relationships, and the ability of our vendors to protect the personally identifiable information of our customers, claimants or employees; |
• | our ability to attract and retain the services of senior management; |
• | risks and uncertainties relating to our acquisitions, mergers and other strategic transactions; |
• | risks associated with joint ventures and investments in which we share ownership or management with third parties; |
• | our ability to generate sufficient cash to service all of our indebtedness and comply with covenants and other requirements related to our indebtedness; |
• | our ability to increase or maintain our market share; |
• | changes in the regulatory environment present in the states in which we operate; |
• | the impact of new federal or state regulations that affect the insurance industry; |
• | the cost, variability and availability of reinsurance; |
• | our ability to collect from our reinsurers on our reinsurance claims; |
• | dependence on investment income and the composition of our investment portfolio and related market risks; |
• | the possibility of the pricing and terms for our products to decline due to the historically cyclical nature of the property and casualty insurance and reinsurance industry; |
• | the outcome of legal actions pending against us, including the terms of any settlements; |
• | downgrades in our financial strength or stability ratings; |
• | the impact of future sales of substantial amounts of our common stock by us or our significant stockholders on our stock price; |
• | our ability to pay dividends in the future, which may be constrained by our holding company structure; |
• | the ability of our subsidiaries to pay dividends in the future, which may affect our liquidity and our ability to meet our obligations; |
• | the ability of R. Daniel Peed and his affiliates to exert significant control over us due to substantial ownership of our common stock, subject to certain restrictive covenants that may restrict our ability to pursue certain opportunities; |
• | the impact of transactions by R. Daniel Peed and his affiliates on the price of our common stock; |
• | provisions in our charter documents that may make it harder for others to obtain control of us; |
• | the impact of the novel strain of coronavirus (COVID-19) and related business disruption and economic uncertainty on our business, results of operations and financial condition; and |
• | other risks and uncertainties described in the section entitled "Risk Factors" in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2019. |
We caution you not to place undue reliance on these forward-looking statements, which are valid only as of the date they were made. Except as may be required by applicable law, we undertake no obligation to update or revise any forward-looking statements to reflect new information, the occurrence of unanticipated events or otherwise.
3
UNITED INSURANCE HOLDINGS CORP.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)
June 30, 2020 | December 31, 2019 | |||||||
ASSETS | ||||||||
Investments, at fair value: | ||||||||
Fixed maturities, available-for-sale (amortized cost of $975,797 and $869,598, respectively) | $ | $ | ||||||
Equity securities | ||||||||
Other investments (amortized cost of $11,334 and $8,067, respectively) | ||||||||
Total investments | $ | $ | ||||||
Cash and cash equivalents | ||||||||
Restricted cash | ||||||||
Total cash, cash equivalents and restricted cash | $ | $ | ||||||
Accrued investment income | ||||||||
Property and equipment, net | ||||||||
Premiums receivable, net (credit allowance of $192 and $165, respectively) | ||||||||
Reinsurance recoverable on paid and unpaid losses, net (credit allowance of $226 and $256, respectively) | ||||||||
Ceded unearned premiums | ||||||||
Goodwill | ||||||||
Deferred policy acquisition costs, net | ||||||||
Intangible assets, net | ||||||||
Other assets, net (credit allowance of $82 and $141, respectively) | ||||||||
Total Assets | $ | $ | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Liabilities: | ||||||||
Unpaid losses and loss adjustment expenses | $ | $ | ||||||
Unearned premiums | ||||||||
Reinsurance payable on premiums | ||||||||
Payments outstanding | ||||||||
Accounts payable and accrued expenses | ||||||||
Operating lease liability | ||||||||
Other liabilities | ||||||||
Notes payable, net | ||||||||
Total Liabilities | $ | $ | ||||||
Commitments and contingencies (Note 10) | ||||||||
Stockholders' Equity: | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | $ | $ | ||||||
Common stock, $0.0001 par value; 50,000,000 shares authorized; 43,216,919 and 43,056,310 issued, respectively; 43,068,379 and 43,028,074 outstanding, respectively | ||||||||
Additional paid-in capital | ||||||||
Treasury shares, at cost: 212,083 shares | ( | ) | ( | ) | ||||
Accumulated other comprehensive income | ||||||||
Retained earnings | ||||||||
Total stockholders' equity attributable to United Insurance Holdings Corp. (UIHC) stockholders | $ | $ | ||||||
Noncontrolling interests (NCI) | ||||||||
Total Stockholders' Equity | $ | $ | ||||||
Total Liabilities and Stockholders' Equity | $ | $ | ||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
4
UNITED INSURANCE HOLDINGS CORP.
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
REVENUE: | ||||||||||||||||
Gross premiums written | $ | $ | $ | $ | ||||||||||||
Change in gross unearned premiums | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Gross premiums earned | ||||||||||||||||
Ceded premiums earned | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Net premiums earned | ||||||||||||||||
Net investment income | ||||||||||||||||
Net realized investment gains (losses) | ( | ) | ( | ) | ||||||||||||
Net unrealized gain (loss) on equity securities | ( | ) | ||||||||||||||
Other revenue | ||||||||||||||||
Total revenue | ||||||||||||||||
EXPENSES: | ||||||||||||||||
Losses and loss adjustment expenses | ||||||||||||||||
Policy acquisition costs | ||||||||||||||||
Operating expenses | ||||||||||||||||
General and administrative expenses | ||||||||||||||||
Interest expense | ||||||||||||||||
Total expenses | ||||||||||||||||
Income (loss) before other income | ( | ) | ||||||||||||||
Other income | ||||||||||||||||
Income (loss) before income taxes | ( | ) | ||||||||||||||
Provision (benefit) for income taxes | ( | ) | ||||||||||||||
Net income (loss) | $ | $ | ( | ) | $ | $ | ||||||||||
Less: Net income attributable to NCI | ||||||||||||||||
Net income (loss) attributable to UIHC | $ | $ | ( | ) | $ | $ | ||||||||||
OTHER COMPREHENSIVE INCOME: | ||||||||||||||||
Change in net unrealized gains on investments | ||||||||||||||||
Reclassification adjustment for net realized investment losses (gains) | ( | ) | ( | ) | ||||||||||||
Income tax expense related to items of other comprehensive income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Total comprehensive income | $ | $ | $ | $ | ||||||||||||
Less: Comprehensive income attributable to NCI | ||||||||||||||||
Comprehensive income attributable to UIHC | $ | $ | $ | $ | ||||||||||||
Weighted average shares outstanding | ||||||||||||||||
Basic | ||||||||||||||||
Diluted | ||||||||||||||||
Earnings available to UIHC common stockholders per share | ||||||||||||||||
Basic | $ | $ | ( | ) | $ | $ | ||||||||||
Diluted | $ | $ | ( | ) | $ | $ | ||||||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
Statements include related party transactions as detailed in Note 12.
5
UNITED INSURANCE HOLDINGS CORP.
Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended
(Unaudited)
Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income | Retained Earnings | Stockholders' Equity Attributable to UIHC | NCI | Total Stockholders’ Equity | |||||||||||||||||||||||||||
Number of Shares | Dollars | |||||||||||||||||||||||||||||||||
March 31, 2019 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Net income (loss) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
Other comprehensive income, net | — | |||||||||||||||||||||||||||||||||
Stock Compensation | ||||||||||||||||||||||||||||||||||
Cash dividends on common stock ($0.06 per common share) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
June 30, 2019 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income | Retained Earnings | Stockholders' Equity Attributable to UIHC | NCI | Total Stockholders’ Equity | |||||||||||||||||||||||||||
Number of Shares | Dollars | |||||||||||||||||||||||||||||||||
March 31, 2020 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Net income | — | |||||||||||||||||||||||||||||||||
Other comprehensive income, net | — | |||||||||||||||||||||||||||||||||
Stock Compensation | ||||||||||||||||||||||||||||||||||
Cash dividends on common stock ($0.06 per common share) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
June 30, 2020 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
6
UNITED INSURANCE HOLDINGS CORP.
Condensed Consolidated Statements of Stockholders’ Equity For the Six Months Ended
(Unaudited)
Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income (loss) | Retained Earnings | Stockholders' Equity Attributable to UIHC | NCI | Total Stockholders’ Equity | |||||||||||||||||||||||||||
Number of Shares | Dollars | |||||||||||||||||||||||||||||||||
December 31, 2018 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||
Net income | — | |||||||||||||||||||||||||||||||||
Other comprehensive income, net | — | |||||||||||||||||||||||||||||||||
Stock Compensation | ||||||||||||||||||||||||||||||||||
Cash dividends on common stock ($0.12 per common share) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
June 30, 2019 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income | Retained Earnings | Stockholders' Equity Attributable to UIHC | NCI | Total Stockholders’ Equity | |||||||||||||||||||||||||||
Number of Shares | Dollars | |||||||||||||||||||||||||||||||||
December 31, 2019 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Net income | — | |||||||||||||||||||||||||||||||||
Other comprehensive income, net | — | |||||||||||||||||||||||||||||||||
Reclassification due to adoption of ASU 2016-13 | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
Stock Compensation | ||||||||||||||||||||||||||||||||||
Cash dividends on common stock ($0.12 per common share) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
June 30, 2020 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
7
UNITED INSURANCE HOLDINGS CORP.
Condensed Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended June 30, | ||||||||
2020 | 2019 | |||||||
OPERATING ACTIVITIES | ||||||||
Net income | $ | $ | ||||||
Adjustments to reconcile net income (loss) to net cash used by operating activities: | ||||||||
Depreciation and amortization | ||||||||
Bond amortization and accretion | ||||||||
Net realized losses (gains) on investments | ( | ) | ||||||
Net unrealized losses (gains) on equity securities | ( | ) | ||||||
Provision for uncollectable premiums | ||||||||
Deferred income taxes, net | ||||||||
Stock based compensation | ||||||||
Changes in operating assets and liabilities: | ||||||||
Accrued investment income | ( | ) | ||||||
Premiums receivable | ( | ) | ( | ) | ||||
Reinsurance recoverable on paid and unpaid losses | ||||||||
Ceded unearned premiums | ( | ) | ( | ) | ||||
Deferred policy acquisition costs, net | ( | ) | ( | ) | ||||
Other assets | ( | ) | ( | ) | ||||
Unpaid losses and loss adjustment expenses | ( | ) | ( | ) | ||||
Unearned premiums | ||||||||
Reinsurance payable on premiums | ||||||||
Payments outstanding | ( | ) | ||||||
Accounts payable and accrued expenses | ( | ) | ||||||
Operating lease liability | ||||||||
Other liabilities | ||||||||
Net cash provided by operating activities | $ | $ | ||||||
INVESTING ACTIVITIES | ||||||||
Proceeds from sales, maturities and repayments of: | ||||||||
Fixed maturities | ||||||||
Equity securities | ||||||||
Other investments | ||||||||
Purchases of: | ||||||||
Fixed maturities | ( | ) | ( | ) | ||||
Equity securities | ( | ) | ( | ) | ||||
Other investments | ( | ) | ( | ) | ||||
Cost of property, equipment and capitalized software acquired | ( | ) | ( | ) | ||||
Net cash provided by (used in) investing activities | $ | ( | ) | $ | ||||
FINANCING ACTIVITIES | ||||||||
Repayments of borrowings | ( | ) | ( | ) | ||||
Dividends | ( | ) | ( | ) | ||||
Net cash used in financing activities | $ | ( | ) | $ | ( | ) | ||
Increase (decrease) in cash, cash equivalents and restricted cash | ( | ) | ||||||
Cash, cash equivalents and restricted cash at beginning of period | ||||||||
Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||
Supplemental Cash Flows Information | ||||||||
Interest paid | $ | $ | ||||||
Income taxes paid | $ | $ | ||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
8
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
1) ORGANIZATION, CONSOLIDATION AND PRESENTATION
(a)Business
United Insurance Holdings Corp. (referred to in this document as we, our, us, the Company or UPC Insurance) is a property and casualty insurance holding company that sources, writes and services residential personal and commercial property and casualty insurance policies using a network of agents, four wholly-owned insurance subsidiaries, and one majority-owned insurance subsidiary. Our largest insurance subsidiary is United Property & Casualty Insurance Company (UPC), which was formed in Florida in 1999 and has operated continuously since that time. Our four other insurance subsidiaries are Family Security Insurance Company, Inc. (FSIC), acquired via merger on February 3, 2015; Interboro Insurance Company (IIC), acquired via merger on April 29, 2016; American Coastal Insurance Company (ACIC), acquired via merger on April 3, 2017; and Journey Insurance Company (JIC). JIC was formed in strategic partnership with a subsidiary of Tokio Marine Kiln Group Limited (Kiln) on August 30, 2018. The Kiln subsidiary holds a noncontrolling interest in JIC.
Our other subsidiaries include United Insurance Management, L.C. (UIM), a managing general agent that manages
substantially all aspects of UPC and FSIC's business; Skyway Claims Services, LLC, which provides claims adjusting services to UPC, FSIC and IIC; AmCo Holding Company, LLC (AmCo) and Family Security Holdings, LLC (FSH), which are holding company subsidiaries that consolidate their respective insurance companies; BlueLine Cayman Holdings (BlueLine), which reinsures portfolios of excess and surplus policies; UPC Re, which provides a portion of the reinsurance protection purchased by our insurance subsidiaries when needed; and Skyway Reinsurance Services, LLC, which provides reinsurance brokerage services for our insurance companies.
Our primary product is homeowners' insurance, which we currently offer in 12 states, under authorization from the insurance regulatory authorities in each state. In addition, we write commercial residential insurance in the state of Florida. We are also licensed to write property and casualty insurance in an additional six states; however, we have not commenced writing in these states.
We conduct our operations under one reportable segment, property and casualty insurance policies. Our chief operating decision maker is our President, who makes decisions to allocate resources and assesses performance at the corporate level.
(b)Consolidation and Presentation
We prepare our unaudited condensed consolidated interim financial statements in conformity with U.S. generally accepted accounting principles (GAAP). We have condensed or omitted certain information and footnote disclosures normally included in the annual consolidated financial statements presented in accordance with GAAP. In management's opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of interim periods. We include all of our subsidiaries in our consolidated financial statements, eliminating intercompany balances and transactions during consolidation. Our unaudited condensed consolidated interim financial statements and footnotes should be read in conjunction with our consolidated financial statements and footnotes in our Annual Report on Form 10-K for the year ended December 31, 2019.
While preparing our unaudited condensed consolidated financial statements, we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Reported amounts that require us to make extensive use of estimates include our reserves for unpaid losses and loss adjustment expenses, investments and goodwill. Except for the captions on our Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Consolidated Statements of Comprehensive Income, we generally use the term loss(es) to collectively refer to both loss and loss adjustment expenses.
We reclassified certain amounts in the 2019 financial statements to conform to the 2020 presentation, including reclassifying the presentation of "outstanding checks in excess of funds on deposit" in the financing section of the Unaudited Condensed Consolidated Statements of Cash Flows to "changes in operating assets and liabilities: payments outstanding" in the operating section, to provide the users of the financial statements with more transparency. These reclassifications had no impact on our results of operations or stockholders' equity, as previously reported.
Our results of operations and our cash flows as of the end of the interim periods reported herein do not necessarily indicate our results for the remainder of the year or for any other future period.
9
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
(c)Impact of COVID-19 and Financial Status
The COVID-19 pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans and restrictions, self-imposed quarantine periods, state and local shelter-in-place orders, business and government shutdowns and social distancing, have caused material disruption to businesses and economies globally. In addition, global equity markets have experienced and continue to experience significant volatility and weakness.
We are committed to our employees, agents, customers and stockholders in our resolve to maintain a stable and secure business. We have continued to operate at nearly full capacity while taking the necessary steps to ensure the health and safety of our employees through adherence to CDC, state and local government work guidelines. In addition, we have converted to virtual sales processes to enable our agents to continue their activities.
We have not seen a material impact from COVID-19 on our business operations, financial position, liquidity or our ability to service our policyholders to date, with the exceptions of fluctuations in our investment portfolios due to volatility of the equity securities markets and an immaterial decline in new business premium generated from the Northeast region during the start of the second quarter of 2020, as further described in Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-Q. The COVID-19 pandemic and resulting global disruptions did not have a material impact on our access to credit and capital markets needed to maintain sufficient liquidity for our continued operating needs.
2) SIGNIFICANT ACCOUNTING POLICIES
(a) Changes to Significant Accounting Policies
We have made no changes to our significant accounting policies as reported in our Annual Report on Form 10-K for the year ended December 31, 2019, except for the standards adopted in 2020 as noted below.
(b) Allowance for Expected Credit Losses
We are exposed to credit losses primarily through three different pools of assets based on similar risk characteristics: premiums receivable for direct written business; reinsurance recoverables from ceded losses to our reinsurers; and our note receivable. We estimate the expected credit losses based on historical trends, credit ratings assigned to reinsurers by rating agencies, average default rates, current economic conditions, and reasonable and supportable forecasts of future economic conditions that affect the collectability of the reported amounts over its expected life. Changes in the relevant information may significantly affect the estimates of expected credit losses.
The allowance for credit losses is deducted from the amortized cost basis of the assets to present their net carrying value at the amount expected to be collected. Each period, the allowance for credit losses is adjusted through earnings to reflect expected credit losses over the remaining lives of the assets.
10
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
The following table summarizes our allowance for expected credit losses by pooled asset for the six months ended June 30, 2020:
December 31, 2019 | Provision for expected credit losses | Write-offs | June 30, 2020 | |||||||||||||
Premiums Receivable | $ | $ | $ | $ | ||||||||||||
Reinsurance Recoverables | ( | ) | ||||||||||||||
Note Receivable | ( | ) | ||||||||||||||
Total | $ | $ | ( | ) | $ | $ | ||||||||||
(c) Income Taxes
On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security (CARES) Act to mitigate the economic impacts of the COVID-19 crisis. Among other things, the CARES Act included technical corrections to the effective date language in the Tax Cuts and Jobs Act (TCJA) enacted on December 22, 2017. We assessed two provisions of the CARES Act to determine the impact to our business.
First, the TCJA simplified the definition of "qualified improvement property" and removed the 15-year life for cost recovery, resulting in a 39-year life which excluded the assets from being eligible for bonus depreciation. The CARES Act reinstated the 15-year recovery period effective as if it had been included in the TCJA, making the change applicable to property placed in service after December 31, 2017. After performing our assessment, we concluded that this provision had no impact to our financial statements.
Second, the TCJA eliminated the two-year carryback period and provided for indefinite carryforward of net operating losses against future tax periods, with the future deduction limited to 80% of taxable income before consideration of net operating loss deduction. The CARES Act amended the law for net operating losses generated in taxable years beginning after December 31, 2017 and before January 1, 2021. Net operating losses generated by a corporation during these taxable years now have a five-year carryback period. In addition, these losses can be carried forward to future taxable years without being subject to the 80% limitation. After performing our assessment, we concluded that this provision increased our federal tax recoverable by $12,513,000 and decreased our deferred tax asset by $7,250,000 .
(d) Recently Adopted Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). This update modifies the existing disclosure requirements on fair value measurements in Topic 820 by changing requirements regarding Level 1, Level 2 and Level 3 investments. ASU 2018-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual periods. Entities are permitted to early adopt any removed or modified disclosures of ASU 2018-13 immediately and delay the adoption of the additional disclosures until their effective date. We early adopted the guidance on removed and modified disclosures and adopted the remainder of the guidance on January 1, 2020, which has not impacted the accompanying unaudited condensed consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). This update simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. ASU 2017-04 is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods, with early adoption permitted for certain requirements. We intend to adopt this new guidance when we perform our annual assessment of goodwill as of September 30, 2020. In the event that a triggering event occurs and requires an earlier interim assessment, we intend to adopt the updated guidance at that time. Any impact of the standard on our consolidated financial statements and related disclosures will be dependent on market conditions of the reporting units at the time of our assessment and subsequent adoption.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). This update is intended to replace the incurred loss impairment methodology in current GAAP with a method that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 will provide users with more useful information regarding the expected credit losses on financial instruments and other commitments to extend credit held by a
11
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
reporting entity at each reporting date. In addition, credit losses on available-for-sale debt securities will now have to be presented as an allowance rather than as a write-down. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We adopted this guidance as of January 1, 2020 using a modified retrospective approach, which allowed us to initially apply the new credit loss guidance at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings for 2020, with no adjustment to prior periods presented. The cumulative effect to the opening balance of retained earnings was a decrease of $262,000, net of reversals from allowances recorded under prior guidance.
(e) Pending Accounting Pronouncements
We have evaluated recent accounting pronouncements that have had or may have a significant effect on our financial statements or on our disclosures.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (ASU 2019-12). This update enhances and simplifies various aspects of the income tax guidance, including intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for annual reporting periods beginning after December 15, 2020, including interim periods within those fiscal years, with early adoption permitted. We do not intend to early adopt and are assessing the impact of adopting this new accounting standard on our unaudited condensed consolidated financial statements and related disclosures.
3) INVESTMENTS
The following table details fixed-maturity available-for-sale securities, by major investment category, at June 30, 2020 and December 31, 2019:
Cost or Adjusted/Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
June 30, 2020 | |||||||||||||||
U.S. government and agency securities | $ | $ | $ | $ | |||||||||||
Foreign government | |||||||||||||||
States, municipalities and political subdivisions | |||||||||||||||
Public utilities | |||||||||||||||
Corporate securities | |||||||||||||||
Mortgage-backed securities | |||||||||||||||
Asset-backed securities | |||||||||||||||
Redeemable preferred stocks | |||||||||||||||
Total fixed maturities | $ | $ | $ | $ | |||||||||||
December 31, 2019 | |||||||||||||||
U.S. government and agency securities | $ | $ | $ | $ | |||||||||||
Foreign government | |||||||||||||||
States, municipalities and political subdivisions | |||||||||||||||
Public utilities | |||||||||||||||
Corporate securities | |||||||||||||||
Mortgage-backed securities | |||||||||||||||
Asset-backed securities | |||||||||||||||
Redeemable preferred stocks | |||||||||||||||
Total fixed maturities | $ | $ | $ | $ | |||||||||||
12
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
Equity securities are summarized as follows:
June 30, 2020 | December 31, 2019 | |||||||||||||
Estimated Fair Value | Percent of Total | Estimated Fair Value | Percent of Total | |||||||||||
Mutual funds | $ | % | $ | % | ||||||||||
Public utilities | ||||||||||||||
Other common stocks | ||||||||||||||
Nonredeemable preferred stocks | ||||||||||||||
Total equity securities | $ | % | $ | % | ||||||||||
When we sell investments, we calculate the gain or loss realized on the sale by comparing the sales price (fair value) to the cost or adjusted/amortized cost of the security sold. We determine the cost or adjusted/amortized cost of the security sold using the specific-identification method. The following table details our realized gains (losses) by major investment category for the three and six months ended June 30, 2020 and 2019, respectively:
2020 | 2019 | ||||||||||||||
Gains (Losses) | Fair Value at Sale | Gains (Losses) | Fair Value at Sale | ||||||||||||
Three Months Ended June 30, | |||||||||||||||
Fixed maturities | $ | $ | $ | $ | |||||||||||
Equity securities | |||||||||||||||
Short-term investments | |||||||||||||||
Total realized gains | |||||||||||||||
Fixed maturities | ( | ) | ( | ) | |||||||||||
Equity securities | ( | ) | ( | ) | |||||||||||
Short-term investments | ( | ) | |||||||||||||
Total realized losses | ( | ) | ( | ) | |||||||||||
Net realized investment gains (losses) | $ | $ | $ | ( | ) | $ | |||||||||
Six Months Ended June 30, | |||||||||||||||
Fixed maturities | $ | $ | $ | $ | |||||||||||
Equity securities | |||||||||||||||
Short-term investments | |||||||||||||||
Total realized gains | |||||||||||||||
Fixed maturities | ( | ) | ( | ) | |||||||||||
Equity securities | ( | ) | ( | ) | |||||||||||
Short-term investments | ( | ) | |||||||||||||
Total realized losses | ( | ) | ( | ) | |||||||||||
Net realized investment gains (losses) | $ | ( | ) | $ | $ | $ | |||||||||
13
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
The table below summarizes our fixed maturities at June 30, 2020 by contractual maturity periods. Actual results may differ as issuers may have the right to call or prepay obligations, with or without penalties, prior to the contractual maturities of those obligations.
June 30, 2020 | |||||||||||||
Cost or Amortized Cost | Percent of Total | Fair Value | Percent of Total | ||||||||||
Due in one year or less | $ | % | $ | % | |||||||||
Due after one year through five years | |||||||||||||
Due after five years through ten years | |||||||||||||
Due after ten years | |||||||||||||
Asset and mortgage backed securities | |||||||||||||
Total | $ | % | $ | % | |||||||||
The following table summarizes our net investment income by major investment category:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
Fixed maturities | $ | $ | $ | $ | |||||||||||
Equity securities | |||||||||||||||
Cash and cash equivalents | |||||||||||||||
Other investments | ( | ) | ( | ) | ( | ) | |||||||||
Other assets | |||||||||||||||
Investment income | |||||||||||||||
Investment expenses | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Net investment income | $ | $ | $ | $ | |||||||||||
Portfolio monitoring
We have a quarterly portfolio monitoring process to identify and evaluate each fixed-income security whose carrying value may be impaired as the result of a credit loss. For each fixed-income security in an unrealized loss position, if we determine that we intend to sell the security or that it is more likely than not that we will be required to sell the security before recovery of the cost or amortized cost basis for reasons such as liquidity needs, contractual or regulatory requirements, the security's entire decline in fair value is recorded in earnings.
If our management decides not to sell the fixed-income security and it is more likely than not that we will not be required to sell the fixed-income security before recovery of its amortized cost basis, we evaluate whether the decline in fair value has resulted from credit losses or other factors. This is typically indicated by a change in the rating of the security assigned by a rating agency, and any adverse conditions specifically related to the security or industry, among other factors. If the assessment indicates that a credit loss may exist, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses will be recorded in earnings. Credit loss is limited to the difference between a security's amortized cost basis and its fair value. Any additional impairment not recorded through an allowance for credit losses is recognized in other comprehensive income.
During the three and six months ended June 30, 2020, we determined that none of our fixed-income securities shown in the table below that are in an unrealized loss position have declines in fair value that are reflected as a result of credit losses. Therefore, no credit loss allowance was recorded at June 30, 2020. The issuers of our debt security investments continue to make interest payments on a timely basis. We do not intend to sell, nor is it likely that we would be required to sell the debt securities before we recover our amortized cost basis. Equity securities are reported at fair value with changes in fair value recognized in the valuation of equity investments.
14
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
The following table presents an aging of our unrealized investment losses by investment class:
Less Than Twelve Months | Twelve Months or More | ||||||||||||||||||||
Number of Securities(1) | Gross Unrealized Losses | Fair Value | Number of Securities(1) | Gross Unrealized Losses | Fair Value | ||||||||||||||||
June 30, 2020 | |||||||||||||||||||||
U.S. government and agency securities | $ | $ | $ | $ | |||||||||||||||||
Foreign governments | |||||||||||||||||||||
States, municipalities and political subdivisions | |||||||||||||||||||||
Public utilities | |||||||||||||||||||||
Corporate securities | |||||||||||||||||||||
Mortgage-backed securities | |||||||||||||||||||||
Asset-backed securities | |||||||||||||||||||||
Redeemable preferred stocks | |||||||||||||||||||||
Total fixed maturities | $ | $ | $ | $ | |||||||||||||||||
December 31, 2019 | |||||||||||||||||||||
U.S. government and agency securities | $ | $ | $ | $ | |||||||||||||||||
Foreign governments | |||||||||||||||||||||
States, municipalities and political subdivisions | |||||||||||||||||||||
Public utilities | |||||||||||||||||||||
Corporate securities | |||||||||||||||||||||
Mortgage-backed securities | |||||||||||||||||||||
Asset-backed securities | |||||||||||||||||||||
Redeemable preferred stocks | |||||||||||||||||||||
Total fixed maturities | $ | $ | $ | $ | |||||||||||||||||
(1) This amount represents the actual number of discrete securities, not the number of shares or units of those securities. The numbers are not presented in thousands.
Fair value measurement
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The hierarchy for inputs used in determining fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Assets and liabilities recorded on our Unaudited Condensed Consolidated Balance Sheets at fair value are categorized in the fair value hierarchy based on the observability of inputs to the valuation techniques as follows:
Level 1: Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that we can access.
Level 2: Assets and liabilities whose values are based on the following:
(a) Quoted prices for similar assets or liabilities in active markets;
(b) Quoted prices for identical or similar assets or liabilities in markets that are not active; or
(c) Valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability.
Level 3: Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Unobservable inputs reflect our estimates of the assumptions that market participants would use in valuing the assets and liabilities.
15
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
We estimate the fair value of our investments using the closing prices on the last business day of the reporting period, obtained from active markets such as the NYSE, Nasdaq and NYSE American. For securities for which quoted prices in active markets are unavailable, we use a third-party pricing service that utilizes quoted prices in active markets for similar instruments, benchmark interest rates, broker quotes and other relevant inputs to estimate the fair value of those securities for which quoted prices are unavailable. Our estimates of fair value reflect the interest rate environment that existed as of the close of business on June 30, 2020 and December 31, 2019. Changes in interest rates subsequent to June 30, 2020 may affect the fair value of our investments.
The fair value of our fixed maturities is initially calculated by a third-party pricing service. Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of proprietary models, produce valuation information in the form of a single fair value for individual fixed-income and other securities for which a fair value has been requested. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, liquidity spreads, currency rates and other information, as applicable. Credit and liquidity spreads are typically implied from completed transactions and transactions of comparable securities. Valuation service providers also use proprietary discounted cash flow models that are widely accepted in the financial services industry and similar to those used by other market participants to value the same financial information. The valuation models take into account, among other things, market observable information as of the measurement date, as described above, as well as the specific attributes of the security being valued, including its term, interest rate, credit rating, industry sector and, where applicable, collateral quality and other issue or issuer specific information. Executing valuation models effectively requires seasoned professional judgment and experience.
Any change in the estimated fair value of our fixed-income securities would impact the amount of unrealized gain or loss we have recorded, which could change the amount we have recorded for our investments and other comprehensive income on our Unaudited Condensed Consolidated Balance Sheet as of June 30, 2020.
16
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
The following table presents the fair value of our financial instruments measured on a recurring basis by level at June 30, 2020 and December 31, 2019:
Total | Level 1 | Level 2 | Level 3 | ||||||||||||
June 30, 2020 | |||||||||||||||
U.S. government and agency securities | $ | $ | $ | $ | |||||||||||
Foreign government | |||||||||||||||
States, municipalities and political subdivisions | |||||||||||||||
Public utilities | |||||||||||||||
Corporate securities | |||||||||||||||
Mortgage-backed securities | |||||||||||||||
Asset-backed securities | |||||||||||||||
Redeemable preferred stocks | |||||||||||||||
Total fixed maturities | |||||||||||||||
Mutual funds | |||||||||||||||
Public utilities | |||||||||||||||
Other common stocks | |||||||||||||||
Non-redeemable preferred stocks | |||||||||||||||
Total equity securities | |||||||||||||||
Other investments (1) | |||||||||||||||
Total investments | $ | $ | $ | $ | |||||||||||
December 31, 2019 | |||||||||||||||
U.S. government and agency securities | $ | $ | $ | $ | |||||||||||
Foreign government | |||||||||||||||
States, municipalities and political subdivisions | |||||||||||||||
Public utilities | |||||||||||||||
Corporate securities | |||||||||||||||
Mortgage-backed securities | |||||||||||||||
Asset-backed securities | |||||||||||||||
Redeemable preferred stocks | |||||||||||||||
Total fixed maturities | |||||||||||||||
Mutual Funds | |||||||||||||||
Public utilities | |||||||||||||||
Other common stocks | |||||||||||||||
Non-redeemable preferred stocks | |||||||||||||||
Total equity securities | |||||||||||||||
Other investments (1) | |||||||||||||||
Total investments | $ | $ | $ | $ | |||||||||||
(1) Other investments included in the fair value hierarchy exclude these limited partnership interests that are measured at estimated fair value using the net asset value per share (or its equivalent) practical expedient.
The carrying amounts for the following financial instrument categories approximate their fair values at June 30, 2020 and December 31, 2019, because of their short-term nature: cash and cash equivalents, accrued investment income, premiums receivable, reinsurance recoverable, reinsurance payable, other assets, and other liabilities. The carrying amount of the notes payable to the Florida State Board of Administration, Truist Financial Corporation (Truist) (formerly known as Branch Banking & Trust Corporation or BB&T), and our senior notes approximate fair value as the interest rates and terms are variable.
We are responsible for the determination of fair value and the supporting assumptions and methodologies. We have implemented a system of processes and controls designed to provide assurance that our assets and liabilities are appropriately valued. For fair values received from third parties, our processes are designed to provide assurance that the valuation
17
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
methodologies and inputs are appropriate and consistently applied, the assumptions are reasonable and consistent with the objective of determining fair value, and the fair values are accurately recorded.
At the end of each quarter, we determine whether we need to transfer the fair values of any securities between levels of the fair value hierarchy and, if so, we report the transfer as of the end of the quarter. During the quarter ended June 30, 2020, we transferred no investments between levels.
For our investments in U.S. government securities that do not have prices in active markets, agency securities, state and municipal governments, and corporate bonds, we obtain the fair values from our investment custodians, which use a third-party valuation service. The valuation service calculates prices for our investments in the aforementioned security types on a month-end basis by using several matrix-pricing methodologies that incorporate inputs from various sources. The model the valuation service uses to price U.S. government securities and securities of states and municipalities incorporates inputs from active market makers and inter-dealer brokers. To price corporate bonds and agency securities, the valuation service calculates non-call yield spreads on all issuers, uses option-adjusted yield spreads to account for any early redemption features, and adds final spreads to the U.S. Treasury curve at 3 p.m. (ET) as of quarter end. Since the inputs the valuation service uses in its calculations are not quoted prices in active markets, but are observable inputs, they represent Level 2 inputs.
Other investments
We acquired investments in limited partnerships, recorded in the other investments line of our Unaudited Condensed Consolidated Balance Sheets, and we currently account for these investments at fair value utilizing a net asset value per share equivalent methodology.
The information presented in the table below is as of June 30, 2020:
Book Value | Unrealized Gain | Unrealized Loss | Fair Value | |||||||||||||
Limited partnership investments (1) | $ | $ | $ | $ | ||||||||||||
Certificates of deposit | ||||||||||||||||
Short-term investments | ||||||||||||||||
Total other investments | $ | $ | $ | $ | ||||||||||||
(1) Distributions will be generated from investment gains, from operating income, from underlying investments of funds, and from liquidation of the underlying assets of the funds. We estimate that the underlying assets of the funds will be liquidated over the next two to ten years.
Restricted Cash
We are required to maintain assets on deposit with various regulatory authorities to support our insurance operations. The cash on deposit with state regulators is available to settle insurance liabilities. We also use trust funds in certain reinsurance transactions.
The following table presents the components of restricted assets:
June 30, 2020 | December 31, 2019 | ||||||
Trust funds | $ | $ | |||||
Cash on deposit (regulatory deposits) | |||||||
Total restricted cash | $ | $ | |||||
4) EARNINGS PER SHARE (EPS)
Basic 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 the vesting of outstanding restricted stock awards, restricted stock units, performance stock units and stock options. The following table shows the computation of basic and diluted EPS for the three and six month periods ended June 30, 2020 and 2019, respectively:
18
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Numerator: | ||||||||||||||||
Net income (loss) attributable to UIHC common stockholders | $ | $ | ( | ) | $ | $ | ||||||||||
Denominator: | ||||||||||||||||
Weighted-average shares outstanding | ||||||||||||||||
Effect of dilutive securities | ||||||||||||||||
Weighted-average diluted shares | ||||||||||||||||
Earnings available to UIHC common stockholders per share | ||||||||||||||||
Basic | $ | $ | ( | ) | $ | $ | ||||||||||
Diluted | $ | $ | ( | ) | $ | $ | ||||||||||
See Note 15 of these Notes to Unaudited Condensed Consolidated Financial Statements for additional information on the stock grants related to dilutive securities.
5) PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
June 30, 2020 | December 31, 2019 | ||||||||
Land | $ | $ | |||||||
Building and building improvements (construction in progress of $2,696 and $2,180, respectively) | |||||||||
Computer hardware and software (software in progress of $12,097 and $6,317, respectively) | |||||||||
Office furniture and equipment | |||||||||
Leasehold improvements | |||||||||
Leased vehicles(1) | — | ||||||||
Total, at cost | |||||||||
Less: accumulated depreciation and amortization | ( | ) | ( | ) | |||||
Property and equipment, net | $ | $ | |||||||
(1) Includes vehicles under capital leases. See Note 10 of these Notes to Unaudited Condensed Consolidated Financial Statements for further information on leases.
Depreciation and amortization expense under property and equipment was $1,108,000 and $906,000 for the three months ended June 30, 2020 and 2019, respectively, and $2,395,000 and $1,776,000 for the six months ended June 30, 2020 and 2019, respectively.
6) GOODWILL AND INTANGIBLE ASSETS
Goodwill
The carrying amount of goodwill, both at June 30, 2020 and December 31, 2019, was $73,045,000 . There was no goodwill acquired or disposed of during the three or six month periods ended June 30, 2020 and 2019.
We completed our most recent goodwill impairment testing during the fourth quarter of 2019 and determined that there was no impairment in the value of the asset as of December 31, 2019. The future potential impacts of COVID-19 on the operating results of our reporting units are uncertain, as we continue to monitor the global economic volatility. However, we remain committed to our strategic plan to realize our long-term forecasts. As a result of our analysis, and in consideration of the totality
19
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
of events and circumstances, we did not identify any triggering events of impairment during the first and second quarters of 2020.
No impairment loss in the value of goodwill was recognized during the three or six month periods ended June 30, 2020 and 2019. Additionally, there was no accumulated impairment related to goodwill at June 30, 2020 or December 31, 2019.
Intangible Assets
The following is a summary of intangible assets excluding goodwill recorded as intangible assets on our Unaudited Condensed Consolidated Balance Sheets:
June 30, 2020 | December 31, 2019 | |||||||
Intangible assets subject to amortization | $ | $ | ||||||
Indefinite-lived intangible assets(1) | ||||||||
Total | $ | $ | ||||||
(1) Indefinite-lived intangible assets are comprised of state insurance and agent licenses, as well as perpetual software licenses.
Intangible assets subject to amortization consisted of the following:
Weighted-average remaining amortization period (in years) | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||
June 30, 2020 | ||||||||||||||
Value of business acquired | — | $ | $ | ( | ) | $ | ||||||||
Agency agreements acquired | 6.5 | ( | ) | |||||||||||
Trade names acquired | 3.8 | ( | ) | |||||||||||
Total | $ | $ | ( | ) | $ | |||||||||
December 31, 2019 | ||||||||||||||
Value of business acquired | — | $ | $ | ( | ) | $ | ||||||||
Agency agreements acquired | 6.8 | ( | ) | |||||||||||
Trade names acquired | 4.3 | ( | ) | |||||||||||
Total | $ | $ | ( | ) | $ | |||||||||
No impairment in the value of amortizing or non-amortizing intangible assets was recognized during the three and six months ended June 30, 2020 and 2019.
Amortization expense of our intangible assets was $1,044,000 and $1,365,000 for the three months ended June 30, 2020 and 2019, respectively. Amortization expense of intangible assets was $2,181,000 and $2,704,000 for the six months ended June 30, 2020 and 2019, respectively.
Estimated amortization expense of our intangible assets to be recognized by the Company during the remainder of 2020 and over the next five years is as follows:
Year ending December 31, | Estimated Amortization Expense | |||
Remaining in 2020 | $ | |||
2021 | ||||
2022 | ||||
2023 | ||||
2024 | ||||
2025 | ||||
20
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
7) REINSURANCE
Our reinsurance program is designed, utilizing our risk management methodology, to address our exposure to catastrophes. Our program provides reinsurance protection for catastrophes, including hurricanes, tropical storms and tornadoes. These reinsurance agreements are part of our catastrophe management strategy, which is intended to provide our stockholders an acceptable return on the risks assumed in our property business, and to reduce variability of earnings, while providing protection to our policyholders. Although reinsurance agreements contractually obligate our reinsurers to reimburse us for the agreed-upon portion of our gross paid losses, they do not discharge our primary liability.
Our program includes excess of loss, aggregate excess of loss and quota share treaties. Our excess of loss treaty, in effect from June 1, 2020 through May 31, 2021, provides coverage for catastrophe losses from named or numbered windstorms and earthquakes up to an exhaustion point of approximately $3,300,000,000 . In addition to this treaty, we have an aggregate excess of loss treaty effective January 1, 2020, which provides coverage for all catastrophe perils other than hurricanes, tropical storms, tropical depressions and earthquakes. We ceded $30,000,000 in catastrophe losses under this treaty for the six months ended June 30, 2020. The quota share agreement, effective June 1, 2020 to May 31, 2021, provides coverage for all catastrophe perils and attritional losses incurred by two of our insurance subsidiaries, UPC and FSIC. For all catastrophe perils, the quota share agreement provides ground-up protection effectively reducing our retention for catastrophe losses.
Reinsurance recoverable at the balance sheet dates consists of the following:
June 30, | December 31, | ||||||
2020 | 2019 | ||||||
Reinsurance recoverable on unpaid losses and loss adjustment expenses | $ | $ | |||||
Reinsurance recoverable on paid losses and loss adjustment expenses | |||||||
Reinsurance recoverable | $ | $ | |||||
We write the majority of our flood insurance policies under an agreement with the National Flood Insurance Program. We cede 100 % of the premiums written and the related risk of loss to the federal government. We earn commissions for the issuance of flood policies based upon a fixed percentage of net written premiums and the processing of flood claims based upon a fixed percentage of incurred losses, and we can earn additional commissions by meeting certain growth targets for the number of in-force policies. We recognized commission revenue from our flood program of $431,000 and $298,000 for the three month periods ended June 30, 2020 and 2019, respectively, and $764,000 and $640,000 for the six month periods ended June 30, 2020 and 2019, respectively.
21
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
8) LIABILITY FOR UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSE (LAE)
We determine the reserve for unpaid losses on an individual case basis for all incidents reported. The liability also includes amounts for incurred but not reported (IBNR) claims as of the balance sheet date.
The table below shows the analysis of our reserve for unpaid losses for the six months ended June 30, 2020 and 2019 on a GAAP basis:
June 30, | |||||||
2020 | 2019 | ||||||
Balance at January 1 | $ | $ | |||||
Less: reinsurance recoverable on unpaid losses | |||||||
Net balance at January 1 | $ | $ | |||||
Incurred related to: | |||||||
Current year | |||||||
Prior years | ( | ) | |||||
Total incurred | $ | $ | |||||
Paid related to: | |||||||
Current year | |||||||
Prior years | |||||||
Total paid | $ | $ | |||||
Net balance at June 30 | $ | $ | |||||
Plus: reinsurance recoverable on unpaid losses | |||||||
Balance at June 30 | $ | $ | |||||
Composition of reserve for unpaid losses and LAE: | |||||||
Case reserves | $ | $ | |||||
IBNR reserves | |||||||
Balance at June 30 | $ | $ | |||||
Based upon our internal analysis and our review of the annual statement of actuarial opinion provided by our actuarial consultants at December 31, 2019, we believe that the reserve for unpaid losses reasonably represents the amount necessary to pay all claims and related expenses which may arise from incidents that have occurred as of the balance sheet date.
As reflected in the table above, we had favorable development in 2020 related to prior year losses. This favorable development came as a result of strengthening of our case reserves throughout 2019 based on a review of historical loss trends. The incurred losses and LAE and payments made during the six months ended June 30, 2020 were in line with our incurred losses and LAE and payments made during the six months ended June 30, 2019.
22
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
9) LONG-TERM DEBT
Long-Term Debt
The table below presents all long-term debt outstanding as of June 30, 2020 and December 31, 2019:
Effective Interest Rate | Carrying Value at | ||||||||||
Maturity | June 30, 2020 | December 31, 2019 | |||||||||
Senior Notes Payable | $ | $ | |||||||||
Florida State Board of Administration Note Payable | |||||||||||
Truist Term Note Payable | |||||||||||
Total long-term debt | $ | $ | |||||||||
Senior Notes Payable
On December 13, 2017, we issued $150,000,000 of 10-year senior notes (the Senior Notes) that will mature on December 15, 2027 and bear interest at a rate equal to 6.25 % per annum payable semi-annually on each June 15 and December 15, commencing June 15, 2018. The Senior Notes are senior unsecured obligations of the Company. We may redeem the Senior Notes at our option, at any time and from time to time in whole or in part, prior to September 15, 2027, at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the date of redemption to the date that is three months prior to maturity. On or after that date, we may redeem the Senior Notes at par.
Florida State Board of Administration Note Payable
On September 22, 2006, we issued a $20,000,000 , 20-year note payable to the Florida State Board of Administration (the SBA Note). For the first three years of the SBA Note we were required to pay interest only. On October 1, 2009, we began to repay the principal in addition to interest. The SBA Note bears an annual interest rate equivalent to the 10-year Constant Maturity Treasury rate (as defined in the SBA Note agreement), which resets quarterly.
Truist Term Note Payable
On May 26, 2016, we issued a $5,200,000 , 15-year term note payable to Truist (the Truist Note), with the intent to use the funds to purchase, renovate, furnish and equip our principal executive office. The Truist Note bears interest at 1.65 % in excess of the one-month LIBOR, which resets monthly. LIBOR is expected to be phased out by the end of 2021. In the event of default, Truist may, among other things, declare its loan immediately due and payable, require us to pledge additional collateral to the bank, and take possession of and foreclose upon our principal executive office, which has been pledged to the bank as security for the loan.
Financial Covenants
Senior Notes - Our Senior Notes provide that the Company and its subsidiaries shall not incur any indebtedness unless no default exists and the Company’s leverage ratio as of the last day of any annual or quarterly period (the balance sheet date) immediately preceding the date on which such additional indebtedness is incurred would have been no greater than 0.3:1, determined on a pro forma basis as if the additional indebtedness and all other indebtedness incurred since the immediately preceding balance sheet date had been incurred and the proceeds therefrom applied as of such day. The Company and its subsidiaries also may not create, assume, incur or permit to exist any indebtedness for borrowed money that is secured by a lien on the voting stock of any significant subsidiary without securing the Senior Notes equally. The Company may not issue, sell, assign, transfer or otherwise dispose of, directly or indirectly, any of the capital stock of the Company’s significant subsidiaries as of the issue date of the Senior Notes (except to the Company or to one or more of the Company’s other subsidiaries, or for the purpose of qualifying directors or as may be required by law or regulation), subject to certain exceptions. At June 30, 2020, we were in compliance with the covenants in the Senior Notes.
23
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
SBA Note - Our SBA Note requires that UPC maintain either a 2:1 ratio of net written premium to surplus, or net writing ratio, or a 6:1 ratio of gross written premium to surplus, or gross writing ratio, to avoid additional interest penalties. The SBA Note agreement defines surplus for the purpose of calculating the required ratios as the $20,000,000 of capital contributed to UPC under the agreement plus the outstanding balance of the note. Should UPC fail to exceed either a net writing ratio of 1.5:1 or a gross writing ratio of 4.5:1, UPC's interest rate will increase by 450 basis points above the 10-year Constant Maturity Treasury rate, which was 0.70% at the end of June 2020. Any other writing ratio deficiencies result in an interest rate penalty of 25 basis points above the stated rate of the note. Our SBA Note further provides that the Florida State Board of Administration may, among other things, declare its loan immediately due and payable upon any default existing under the SBA Note; however, any payment is subject to approval by the insurance regulatory authority. At June 30, 2020, we were in compliance with the covenants in the SBA Note.
Truist Note - Our Truist Note requires that, at all times while there has been no losses from our insurance subsidiaries' operations (non-recurring losses), we will maintain a minimum cash flow coverage ratio of 1.2:1. The cash flow coverage ratio is defined as the ratio of our cash flow to debt service charges. This ratio will be tested annually, based on our audited financial statements. For the one-year period following a non-recurring loss, we are required to maintain a minimum cash flow coverage ratio of 1.0:1. This covenant will only be effective if the pre non-recurring losses test is failed, and is only available and effective for one annual test period. Thereafter, the non-recurring loss cash flow coverage ratio of 1.2:1 will immediately apply. At the time of the most recent annual test period, December 31, 2019, we were not in compliance with the minimum cash flow coverage ratio covenant in the Truist Note. However, we obtained a waiver from Truist for such non-compliance for the year ended December 31, 2019.
In addition, the Truist Note requires that we establish and maintain with Truist at all times during the term of the loan a non-interest bearing demand deposit account with a minimum balance of $500,000, and an interest-bearing account with a minimum balance of $1,500,000. In the event of default, Truist may, among other things, declare its loan immediately due and payable, require us to pledge additional collateral to the bank, and take possession of and foreclose upon our corporate headquarters, which has been pledged to the bank as security for the loan. At June 30, 2020, we were in compliance with the covenants in the Truist Note other than the minimum cash flow coverage ratio covenant.
Debt Issuance Costs
The table below presents the rollforward of our debt issuance costs paid, in conjunction with the debt instruments described above, during the six months ended June 30, 2020 and 2019:
2020 | 2019 | ||||||
Balance at January 1, | $ | $ | |||||
Additions | |||||||
Amortization | ( | ) | ( | ) | |||
Balance at June 30, | $ | $ | |||||
10) COMMITMENTS AND CONTINGENCIES
Litigation
We are involved in claims-related legal actions arising in the ordinary course of business. We accrue amounts resulting from claims-related legal actions in unpaid losses and LAE during the period that we determine an unfavorable outcome becomes probable and we can estimate the amounts. Management makes revisions to our estimates based on its analysis of subsequent information that we receive regarding various factors, including: (i) per claim information; (ii) company and industry historical loss experience; (iii) judicial decisions and legal developments in the awarding of damages; and (iv) trends in general economic conditions, including the effects of inflation.
At June 30, 2020, we were not involved in any material non-claims-related legal actions.
24
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
Commitments to fund partnership investments
We have fully funded three limited partnership investments and have committed to fund our remaining four limited partnership investments. The amount of unfunded commitments was $2,161,000 and $2,201,000 at June 30, 2020 and December 31, 2019, respectively.
Leases
We, as lessee, have entered into leases of commercial office space of various term lengths. In addition to office space, we lease office equipment and a parking lot under operating leases and vehicles under finance leases.
The classification of operating and finance lease asset and liability balances within the Unaudited Condensed Consolidated Balance Sheets was as follows:
Financial Statement Line | June 30, 2020 | December 31, 2019 | ||||||||
Assets | ||||||||||
Operating lease assets | Other assets | $ | $ | |||||||
Financing lease assets | Property and equipment, net | |||||||||
Total lease assets | $ | $ | ||||||||
Liabilities | ||||||||||
Operating lease liabilities | Operating lease liability | $ | $ | |||||||
Financing lease liabilities | Other liabilities | |||||||||
Total lease liabilities | $ | $ | ||||||||
The components of lease expenses were as follows:
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, 2020 | June 30, 2019 | June 30, 2020 | June 30, 2019 | ||||||||||||||
Operating lease expense | $ | $ | $ | $ | |||||||||||||
Financing lease expense: | |||||||||||||||||
Amortization of leased assets | |||||||||||||||||
Interest on lease liabilities | 1 | ||||||||||||||||
Short-term lease expense | |||||||||||||||||
Net lease expense | $ | $ | $ | $ | |||||||||||||
At June 30, 2020, future minimum gross lease payments relating to these non-cancellable operating and finance lease agreements were as follows:
Operating Leases | Finance Leases | Total | ||||||||||
Remaining in 2020 | $ | $ | $ | |||||||||
2021 | ||||||||||||
2022 | ||||||||||||
2023 | ||||||||||||
2024 | ||||||||||||
Thereafter | ||||||||||||
Total undiscounted future minimum lease payments | ||||||||||||
Less: Imputed interest | ( | ) | ( | ) | ( | ) | ||||||
Present value of lease liabilities | $ | $ | $ | |||||||||
25
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
Weighted average remaining lease term and discount rate related to operating and finance leases were as follows:
June 30, 2020 | December 31, 2019 | |||||
Weighted average remaining lease term (months) | ||||||
Operating leases | 72 | 176 | ||||
Financing leases | 27 | 28 | ||||
Weighted average discount rate | ||||||
Operating leases | % | % | ||||
Financing leases | % | % | ||||
Other cash and non-cash related activities were as follows:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, 2020 | June 30, 2019 | June 30, 2020 | June 30, 2019 | |||||||||||||
Cash paid for amounts included in the measurement of lease liabilities | ||||||||||||||||
Investing cash flows from financing leases | $ | $ | $ | $ | ||||||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities | ||||||||||||||||
Right-of-use assets obtained in exchange for new financing lease liabilities | ||||||||||||||||
See Note 9 of these Notes to Unaudited Condensed Consolidated Financial Statements for information regarding commitments related to long-term debt, and Note 11 of these Notes to Unaudited Condensed Consolidated Financial Statements for information regarding commitments related to regulatory actions.
11) STATUTORY ACCOUNTING AND REGULATION
The insurance industry is heavily regulated. State laws and regulations, as well as national regulatory agency requirements, govern the operations of all insurers such as our insurance subsidiaries. The various laws and regulations require that insurers maintain minimum amounts of statutory surplus and risk-based capital, restrict insurers' ability to pay dividends, specify allowable investment types and investment mixes, and subject insurers to assessments. Our insurance subsidiaries UPC, ACIC and JIC are domiciled in Florida, while FSIC and IIC are domiciled in Hawaii and New York, respectively. At June 30, 2020, and during the three and six months then ended, our insurance subsidiaries met all regulatory requirements of the states in which they operate. We did not receive any significant assessments from regulatory authorities in the states in which our insurance subsidiaries operate.
The National Association of Insurance Commissioners (NAIC) has Risk-Based Capital (RBC) guidelines for insurance companies that are designed to assess capital adequacy and to raise the level of protection that statutory surplus provides for policyholders. Most states, including Florida, Hawaii and New York, have enacted statutory requirements adopting the NAIC RBC guidelines, and insurers having less statutory surplus than required will be subject to varying degrees of regulatory action, depending on the level of capital inadequacy. State insurance regulatory authorities could require an insurer to cease operations in the event the insurer fails to maintain the required statutory capital.
The state laws of Florida, Hawaii and New York permit an insurer to pay dividends or make distributions out of that part of statutory surplus derived from net operating profit and net realized capital gains. The state laws further provide calculations to determine the amount of dividends or distributions that can be made without the prior approval of the insurance regulatory authorities in those states and the amount of dividends or distributions that would require prior approval of the insurance regulatory authorities in those states. Statutory RBC requirements may further restrict our insurance subsidiaries' ability to pay
26
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
dividends or make distributions if the amount of the intended dividend or distribution would cause statutory surplus to fall below minimum RBC requirements.
The SBA Note is considered a surplus note pursuant to statutory accounting principles. As a result, UPC is subject to the authority of the Insurance Commissioner of the State of Florida with regard to its ability to repay principal and interest on the SBA Note. Any payment of principal or interest requires permission from the insurance regulatory authority.
Our insurance subsidiaries must each file with the various insurance regulatory authorities an “Annual Statement” which reports, among other items, statutory net income (loss) and surplus as regards policyholders, which is called stockholders' equity under GAAP. For the three and six months ended June 30, 2020, our combined recorded statutory net income was $4,495,000 and $11,703,000 , respectively. For the three and six months ended June 30, 2019, our statutory net income (loss) was $1,154,000 and $(6,581,000 ), respectively.
Our insurance subsidiaries must maintain capital and surplus ratios or balances as determined by the regulatory authority of the states in which they are domiciled. At June 30, 2020, we met these requirements. The amount of surplus as regards policyholders for our regulated entities at June 30, 2020 and December 31, 2019 was $427,283,000 and $415,948,000 , respectively.
12) RELATED PARTY TRANSACTIONS
AmRisc, LLC
AmRisc, a managing general agent, handles the underwriting, claims processing, premium collection and reinsurance review for AmCo. Effective January 1, 2019, R. Daniel Peed, Chief Executive Officer and Chairman of our Board of Directors, became Non-Executive Vice Chairman of AmRisc. Effective December 31, 2019, Mr. Peed resigned from this position with AmRisc, terminating the related party relationship.
In accordance with the managing general agency contract with AmRisc, we recorded $163,045,000 and $270,663,000 of gross written premiums for the three and six month periods ended June 30, 2019, respectively, resulting in gross fees and commissions (including a profit commission) of $46,014,000 and $74,993,000 for the three and six month periods ended June 30, 2019, respectively, due to AmRisc. Receivables are stated net of the fees and commission due under the contract.
13) ACCUMULATED OTHER COMPREHENSIVE INCOME
We report changes in other comprehensive income items within comprehensive income on the Unaudited Condensed Consolidated Statements of Comprehensive Income, and we include accumulated other comprehensive income as a component of stockholders' equity on our Unaudited Condensed Consolidated Balance Sheets.
The table below details the components of accumulated other comprehensive income at period end:
Pre-Tax Amount | Tax (Expense) Benefit | Net-of-Tax Amount | |||||||||
December 31, 2019 | $ | $ | ( | ) | $ | ||||||
Changes in net unrealized gains on investments | ( | ) | |||||||||
Reclassification adjustment for realized gains | |||||||||||
June 30, 2020 | $ | $ | ( | ) | $ | ||||||
27
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
14) STOCKHOLDERS' EQUITY
Our Board of Directors declared dividends on our outstanding shares of common stock to stockholders of record as follows for the periods presented (in thousands, except per share amounts):
Six Months Ended June 30, | ||||||||||||||||
2020 | 2019 | |||||||||||||||
Per Share Amount | Aggregate Amount | Per Share Amount | Aggregate Amount | |||||||||||||
First Quarter | $ | $ | $ | $ | ||||||||||||
Second Quarter | $ | $ | $ | $ | ||||||||||||
In July 2019, our Board of Directors authorized a stock repurchase plan of up to $25,000,000 of our common stock. As of June 30, 2020, we had not yet repurchased any shares under this stock repurchase plan. The timing and volume of repurchases are at the discretion of management, based on the capital needs of the business, the market price of UIHC common stock, and general market conditions. The plan has no expiration date, and the plan may be suspended or discontinued at any time.
15) STOCK-BASED COMPENSATION
We account for stock-based compensation under the fair value recognition provisions of ASC Topic 718 - Compensation - Stock Compensation. We recognize stock-based compensation cost over the award’s requisite service period on a straight-line basis for time-based restricted stock grants and performance-based restricted stock grants. We record forfeitures as they occur for all stock-based compensation.
The following table presents our total stock-based compensation expense:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
Employee stock-based compensation expense | |||||||||||||||
Pre-tax | $ | ( | ) | $ | $ | $ | |||||||||
Post-tax (1) | ( | ) | |||||||||||||
Director stock-based compensation expense | |||||||||||||||
Pre-tax | |||||||||||||||
Post-tax (1) | |||||||||||||||
(1) The after tax amounts are determined using the 21% corporate federal tax rate.
We had approximately $3,043,000 of unrecognized stock compensation expense at June 30, 2020 related to non-vested stock-based compensation granted, which we expect to recognize over a weighted-average period of approximately 2.2 years. We had approximately $333,000 of unrecognized director stock-based compensation expense at June 30, 2020 related to non-vested director stock-based compensation granted, which we expect to recognize over a weighted-average period of approximately 0.8 years.
Restricted stock, restricted stock units and performance stock units
Stock-based compensation cost for restricted stock awards, restricted stock units and performance stock units is measured based on the closing fair market value of our common stock on the date of grant, which vest in equal installments over the requisite service period of typically three years. Restricted stock awards granted to non-employee directors vest over a one-year period. Each restricted stock unit and performance stock unit represents our obligation to deliver to the holder one share of common stock upon vesting.
28
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
Performance stock units vest based on the Company's return on average equity compared to a defined group of peer companies. On the grant date, we issue the target number of performance stock units. They are subject to forfeitures if performance goals are not met. The actual number of performance stock units earned can vary from zero to 150 percent of the target for the 2018, 2019, and 2020 awards.
We granted 346,078 and 347,254 shares of restricted common stock during the three and six month periods ended June 30, 2020, respectively, which had a weighted-average grant date fair value of $9.57 and $9.57 per share, respectively. We granted 110,526 and 132,578 shares of restricted common stock during the three and six month periods ended June 30, 2019, respectively, which had a weighted-average grant date fair value of $16.23 and $16.28 per share, respectively. During the three and six month periods ended June 30, 2019, we granted 45,000 shares of restricted common stock which were contingent upon stockholder approval of our 2020 Omnibus Incentive Plan, which was approved at our 2020 annual meeting of stockholders. Following this approval, the contingent shares were issued and fully vested during the three and six month periods ended June 30, 2020.
The following table presents certain information related to the activity of our non-vested common stock grants:
Number of Restricted Shares | Weighted Average Grant Date Fair Value | |||||
Outstanding as of December 31, 2019 | $ | |||||
Granted (1) | ||||||
Less: Forfeited | ||||||
Less: Vested (1) | ||||||
Outstanding as of June 30, 2020 | $ | |||||
(1) Contingent shares granted during 2019, but issued and fully vested during May 2020, have been included in the calculations in the table above.
Stock options
Stock option fair value was estimated on the grant date using the Black-Scholes-Merton formula. Stock options vest in equal installments over the requisite service period of typically three years. The following weighted-average assumptions were used to value the stock options granted:
2020 | ||
Expected annual dividend yield | % | |
Expected volatility | % | |
Risk-free interest rate | % | |
Expected term | 6 Years | |
Expected annual dividend yield is based on the current quarterly dividend of $0.06 per share and the stock price on the grant date. The expected volatility is a historical volatility calculated based on the daily closing prices over a period equal to the expected term. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the grant date. Expected term takes into account the three-year graded vesting term and the 10-year contractual term of the option.
29
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2020
The following table presents certain information related to the activity of our non-vested stock option grants:
Number of Stock Options | Weighted Average Exercise Prices | Weighted Average Remaining Contractual Term (years) | Aggregate Intrinsic Value | ||||||||||
Outstanding as of December 31, 2019 | $ | 9.00 | $ | ||||||||||
Granted | — | ||||||||||||
Less: Forfeited | — | ||||||||||||
Less: Exercised | — | — | |||||||||||
Outstanding as of June 30, 2020 | $ | 8.16 | $ | ||||||||||
Vested as of June 30, 2020 | $ | 4.67 | $ | ||||||||||
Exercisable as of June 30, 2020 | $ | 4.67 | $ | ||||||||||
16) SUBSEQUENT EVENTS
On July 28, 2020, our Board of Directors declared a $0.06 per share quarterly cash dividend payable on August 18, 2020, to stockholders of record on August 11, 2020.
30
UNITED INSURANCE HOLDINGS CORP.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and related notes appearing elsewhere in this Form 10-Q, as well as with the Consolidated Financial Statements and related footnotes under Part II. Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2019. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed or implied in these forward-looking statements as a result of certain known and unknown risks and uncertainties. See "Forward-Looking Statements."
EXECUTIVE SUMMARY
Overview
United Insurance Holdings Corp. (referred to in this document as we, our, us, the Company or UPC Insurance) is a holding company primarily engaged in residential personal and commercial property and casualty insurance in the United States. We conduct our business principally through four wholly-owned insurance subsidiaries and one majority-owned insurance subsidiary: United Property & Casualty Insurance Company (UPC); American Coastal Insurance Company (ACIC); Family Security Insurance Company, Inc. (FSIC); Interboro Insurance Company (IIC); and Journey Insurance Company (JIC). Collectively, we refer to the holding company and all our subsidiaries, including non-insurance subsidiaries, as “UPC Insurance,” which is the preferred brand identification for our Company.
Our Company’s primary source of revenue is generated from writing insurance in Connecticut, Florida, Georgia, Hawaii,
Louisiana, Massachusetts, New Jersey, New York, North Carolina, Rhode Island, South Carolina and Texas. We are also licensed to write property and casualty insurance in an additional six states; however, we have not commenced writing in these states. Our target market in such areas consists of states where the perceived threat of natural catastrophe has caused large national insurance carriers to reduce their concentration of policies. We believe an opportunity exists for UPC Insurance to write profitable business in such areas.
We have historically grown our business through strong organic growth complemented by strategic acquisitions and partnerships, including our acquisitions of AmCo Holding Company, LLC (AmCo) and its subsidiaries, including ACIC, in April 2017, IIC in April 2016, and Family Security Holdings, LLC, including its subsidiary FSIC, in February 2015, and our strategic partnership with a subsidiary of Tokio Marine Kiln Group Limited, which formed JIC in August 2018. As a result of these transactions, along with the organic growth of premium in states in which we currently write premium, we have grown our policies in-force by 2.5% from 615,357 policies in-force at June 30, 2019 to 630,542 policies in-force at June 30, 2020.
The following discussion highlights significant factors influencing the consolidated financial position and results of
operations of UPC Insurance. In evaluating our results of operations, we use premiums written and earned, policies in-force and
new and renewal policies by geographic concentration. We also consider the impact of catastrophe losses and prior year
development on our loss ratios, expense ratios and combined ratios. In monitoring our investments, we use credit quality,
investment income, cash flows, realized gains and losses, unrealized gains and losses, asset diversification and portfolio
duration. To evaluate our financial condition, we consider our liquidity, financial strength, ratings, book value per share and
return on equity.
Impact of COVID-19
The COVID-19 pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans and restrictions; self-imposed quarantine periods; state and local shelter-in-place orders; business and government shutdowns and social distancing, have caused and continue to cause material disruption to businesses and economies globally. In addition, global equity markets have experienced and continue to experience significant volatility and weakness.
We are continuing to closely monitor the impact of COVID-19 on our business, employees and policyholders. In response to the measures taken to limit the impact of COVID-19 described above, and for the protection of our employees and communities, we have shifted operations for all employees to remote work environments. We may take further actions that alter our operations as may be required by federal, state or local authorities, or which we determine are in the best interest of our employees.
31
UNITED INSURANCE HOLDINGS CORP.
We have not seen a material impact from COVID-19 on our business operations, financial position, liquidity or our ability to service our policyholders to date, with the exception of fluctuations in our investment portfolios due to volatility in the equity securities markets, as further described in this Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Investments" of this Form 10-Q. We also saw an immaterial decline in new business premium generated from the Northeast region during the start of the second quarter of 2020. The COVID-19 pandemic and resulting global disruptions did not have a material impact on our access to credit and capital markets needed to maintain sufficient liquidity for our continued operating needs. A severe or prolonged economic downturn related to impacts from COVID-19 could result in a variety of future risks to our business as described in Part II, Item 1A. "Risk Factors" of this Form 10-Q.
The scope, severity and longevity of any business shutdowns and economic disruptions as a result of the COVID-19 outbreak are highly uncertain and cannot be predicted at this time, as new information may continue to emerge concerning the actions governments may take to contain or mitigate the spread of the virus or address its impact on individuals, businesses and the economy. We did not incur material claims or significant disruptions to our business for the three and six months ended June 30, 2020. At this time, it is not possible to reasonably estimate the extent of the impact of the economic uncertainties on our business, results of operations and financial conditions in future periods due to uncertainty regarding the duration of the COVID-19 pandemic, but we will continue to respond to the COVID-19 pandemic and take reasonable measures to make sure customers continue to be served without interruption.
2020 Highlights
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
Gross premiums written | $ | 439,651 | $ | 449,762 | $ | 774,834 | $ | 768,321 | |||||||
Gross premiums earned | 344,139 | 330,025 | 688,758 | 641,838 | |||||||||||
Net premiums earned | 185,482 | 190,404 | 377,078 | 371,126 | |||||||||||
Total revenues | 216,397 | 204,776 | 392,701 | 407,097 | |||||||||||
Earnings before income tax | 29,482 | (3,605 | ) | 13,678 | 8,728 | ||||||||||
Consolidated net income (loss) attributable to UIHC | 24,274 | (2,903 | ) | 11,551 | 6,566 | ||||||||||
Net income (loss) available to UIHC stockholders per diluted share | $ | 0.56 | $ | (0.07 | ) | $ | 0.27 | $ | 0.15 | ||||||
Reconciliation of net income (loss) to core income: | |||||||||||||||
Plus: Non-cash amortization of intangible assets | $ | 1,044 | $ | 1,982 | $ | 2,181 | $ | 3,980 | |||||||
Less: Realized gains (losses) on investment portfolio | 59 | (13 | ) | (9 | ) | 168 | |||||||||
Less: Unrealized gains (losses) on equity securities | 20,552 | 2,737 | (5,904 | ) | 12,910 | ||||||||||
Less: Net tax impact (1) | (4,109 | ) | (186 | ) | 1,700 | (2,275 | ) | ||||||||
Core income (loss)(2) | 8,816 | (3,459 | ) | 17,945 | (257 | ) | |||||||||
Core income (loss) per diluted share(2) | $ | 0.20 | $ | (0.08 | ) | $ | 0.42 | $ | (0.01 | ) | |||||
Book value per share | $ | 12.27 | $ | 12.54 | |||||||||||
(1) In order to reconcile the net income (loss) to the core income measure, we included the tax impact of all adjustments using the 21% corporate federal tax rate.
(2) Core income, a measure that is not based on U.S. generally accepted accounting principles (GAAP), is reconciled above to net income (loss), the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this Form 10-Q is in "Definitions of Non-GAAP Measures" below.
32
UNITED INSURANCE HOLDINGS CORP.
Consolidated Net Income
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
REVENUE: | ||||||||||||||||
Gross premiums written | $ | 439,651 | $ | 449,762 | $ | 774,834 | $ | 768,321 | ||||||||
Change in gross unearned premiums | (95,512 | ) | (119,737 | ) | (86,076 | ) | (126,483 | ) | ||||||||
Gross premiums earned | 344,139 | 330,025 | 688,758 | 641,838 | ||||||||||||
Ceded premiums earned | (158,657 | ) | (139,621 | ) | (311,680 | ) | (270,712 | ) | ||||||||
Net premiums earned | 185,482 | 190,404 | 377,078 | 371,126 | ||||||||||||
Net investment income | 5,907 | 7,570 | 12,824 | 14,865 | ||||||||||||
Net realized investment gains (losses) | 59 | (13 | ) | (9 | ) | 168 | ||||||||||
Net unrealized gains (losses) on equity securities | 20,552 | 2,737 | (5,904 | ) | 12,910 | |||||||||||
Other revenue | 4,397 | 4,078 | 8,712 | 8,028 | ||||||||||||
Total revenue | 216,397 | 204,776 | 392,701 | 407,097 | ||||||||||||
EXPENSES: | ||||||||||||||||
Losses and loss adjustment expenses | 101,693 | 116,252 | 204,530 | 220,799 | ||||||||||||
Policy acquisition costs | 52,573 | 61,622 | 111,448 | 116,868 | ||||||||||||
Operating expenses | 13,977 | 11,199 | 23,681 | 21,410 | ||||||||||||
General and administrative expenses | 16,121 | 16,802 | 34,422 | 34,383 | ||||||||||||
Interest expense | 2,565 | 2,527 | 4,984 | 4,936 | ||||||||||||
Total expenses | 186,929 | 208,402 | 379,065 | 398,396 | ||||||||||||
Income (loss) before other income | 29,468 | (3,626 | ) | 13,636 | 8,701 | |||||||||||
Other income | 14 | 21 | 42 | 27 | ||||||||||||
Income (loss) before income taxes | 29,482 | (3,605 | ) | 13,678 | 8,728 | |||||||||||
Provision (benefit) for income taxes | 5,040 | (808 | ) | 1,752 | 1,947 | |||||||||||
Net income (loss) | $ | 24,442 | $ | (2,797 | ) | $ | 11,926 | $ | 6,781 | |||||||
Less: Net income attributable to noncontrolling interests | 168 | 106 | 375 | 215 | ||||||||||||
Net income (loss) attributable to UIHC | $ | 24,274 | $ | (2,903 | ) | $ | 11,551 | $ | 6,566 | |||||||
Earnings available to UIHC common stockholders per diluted share | $ | 0.57 | $ | (0.07 | ) | $ | 0.27 | $ | 0.15 | |||||||
Book value per share | $ | 12.27 | $ | 12.54 | ||||||||||||
Return on equity based on GAAP net income (loss) | 4.5 | % | 4.2 | % | ||||||||||||
Loss ratio, net (1) | 54.8 | % | 61.1 | % | 54.2 | % | 59.5 | % | ||||||||
Expense ratio (2) | 44.6 | % | 47.1 | % | 45.0 | % | 46.5 | % | ||||||||
Combined ratio (3) | 99.4 | % | 108.2 | % | 99.2 | % | 106.0 | % | ||||||||
Effect of current year catastrophe losses on combined ratio | 16.1 | % | 8.3 | % | 12.4 | % | 7.4 | % | ||||||||
Effect of prior year development on combined ratio | (0.4 | )% | 8.1 | % | (0.5 | )% | 5.6 | % | ||||||||
Underlying combined ratio (4) | 83.7 | % | 91.8 | % | 87.3 | % | 93.0 | % | ||||||||
(1) Loss ratio, net is calculated as losses and LAE net of losses ceded to reinsurers, relative to net premiums earned. Management uses this operating metric to analyze our loss trends and believes it is useful for investors to evaluate this component separately from our other operating expenses.
(2) Expense ratio is calculated as the sum of all operating expenses less interest expense relative to net premiums earned. Management uses this operating metric to analyze our expense trends and believes it is useful for investors to evaluate this component separately from our loss expenses.
(3) Combined ratio is the sum of the loss ratio, net and the expense ratio, net. Management uses this operating metric to analyze our total expense trends and believes it is a key indicator for investors when evaluating the overall profitability of our business.
(4) Underlying combined ratio, a measure that is not based on GAAP, is reconciled above to the combined ratio, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this Form 10-Q is in "Definitions of Non-GAAP Measures" below.
33
UNITED INSURANCE HOLDINGS CORP.
Definitions of Non-GAAP Measures
We believe that investors' understanding of our performance is enhanced by our disclosure of the following non-GAAP measures. Our methods for calculating these measures may differ from those used by other companies and therefore comparability may be limited.
Combined ratio excluding the effects of current year catastrophe losses and prior year reserve development (underlying combined ratio) is a non-GAAP measure, which is computed by subtracting the effect of current year catastrophe losses and prior year development from the combined ratio. We believe that this ratio is useful to investors and it is used by management to highlight the trends in our business that may be obscured by current year catastrophe losses and prior year development. Current year catastrophe losses cause our loss trends to vary significantly between periods as a result of their incidence of occurrence and magnitude, and can have a significant impact on the combined ratio. Prior year development is caused by unexpected loss development on historical reserves. We believe it is useful for investors to evaluate these components separately and in the aggregate when reviewing our performance. The most directly comparable GAAP measure is the combined ratio. The underlying combined ratio should not be considered as a substitute for the combined ratio and does not reflect the overall profitability of our business.
Net loss and LAE excluding the effects of current year catastrophe losses and prior year reserve development (underlying loss and LAE) is a non-GAAP measure, which is computed by subtracting the effect of current year catastrophe losses and prior year reserve development from net loss and LAE. We use underlying loss and LAE figures to analyze our loss trends that may be impacted by current year catastrophe losses and prior year development on our reserves. As discussed previously, these two items can have a significant impact on our loss trends in a given period. We believe it is useful for investors to evaluate these components separately and in the aggregate when reviewing our performance. The most directly comparable GAAP measure is net loss and LAE. The underlying loss and LAE measure should not be considered a substitute for net loss and LAE and does not reflect the overall profitability of our business.
Net income excluding the effects of amortization of intangible assets, realized gains (losses) and unrealized gains (losses) on equity securities, net of tax (core income) is a non-GAAP measure, which is computed by adding amortization, net of tax, to net income and subtracting realized gains (losses) on our investment portfolio, net of tax, and unrealized gains (losses) on our equity securities, net of tax, from net income. Amortization expense is related to the amortization of intangible assets acquired through mergers and therefore the expense does not arise through normal operations. Investment portfolio gains (losses) and unrealized equity security gains (losses) vary independent of our operations. We believe it is useful for investors to evaluate these components separately and in the aggregate when reviewing our performance. The most directly comparable GAAP measure is net income. The core income measure should not be considered a substitute for net income and does not reflect the overall profitability of our business.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
When we prepare our consolidated financial statements and accompanying notes in conformity with GAAP, we must make estimates and assumptions about future events that affect the amounts we report. Certain of these estimates result from judgments that can be subjective and complex. As a result of that subjectivity and complexity, and because we continuously evaluate these estimates and assumptions based on a variety of factors, actual results could materially differ from our estimates and assumptions if changes in one or more factors require us to make accounting adjustments. During the three and six months ended June 30, 2020, we reassessed our critical accounting policies and estimates as disclosed in Note 2 to the Notes to Unaudited Condensed Consolidated Financial Statements and our Annual Report on Form 10-K for the year ended December 31, 2019; however, we have made no material changes or additions with regard to those policies and estimates, except for those standards adopted in 2020 as described in Note 2 in the Notes to Unaudited Condensed Consolidated Financial Statements.
RECENT ACCOUNTING STANDARDS
Please refer to Note 2 in the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of recent accounting standards that may affect us.
34
UNITED INSURANCE HOLDINGS CORP.
ANALYSIS OF FINANCIAL CONDITION - JUNE 30, 2020 COMPARED TO DECEMBER 31, 2019
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our accompanying unaudited condensed consolidated interim financial statements and related notes, and in conjunction with the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2019.
Investments
The primary goals of our investment strategy are to preserve capital, maximize after-tax investment income, maintain liquidity and minimize risk. To accomplish our goals, we purchase debt securities in sectors that represent the most attractive relative value, and we maintain a moderate equity exposure. Limiting equity exposure manages risks and helps to preserve capital for two reasons: first, bond market returns are less volatile than stock market returns, and second, should the bond issuer enter bankruptcy liquidation, bondholders generally have a higher priority than equityholders in a bankruptcy proceeding.
We must comply with applicable state insurance regulations that prescribe the type, quality and concentrations of investments our insurance subsidiaries can make; therefore, our current investment policy limits investment in non-investment-grade fixed maturities and limits total investment amounts in preferred stock, common stock and mortgage notes receivable. We do not invest in derivative securities.
Two outside asset management companies, which have authority and discretion to buy and sell securities for us, manage our investments subject to (i) the guidelines established by our Board of Directors and (ii) the direction of management. The Investment Committee of our Board of Directors reviews and approves our investment policy on a regular basis.
Our cash, cash equivalents, restricted cash and investment portfolio totaled $1,439,874,000 at June 30, 2020, compared to $1,298,780,000 at December 31, 2019.
The following table summarizes our investments, by type:
June 30, 2020 | December 31, 2019 | ||||||||||||
Estimated Fair Value | Percent of Total | Estimated Fair Value | Percent of Total | ||||||||||
U.S. government and agency securities | $ | 123,894 | 8.6 | % | $ | 120,816 | 9.3 | % | |||||
Foreign government | 3,866 | 0.3 | % | 4,071 | 0.3 | % | |||||||
States, municipalities and political subdivisions | 133,538 | 9.3 | % | 133,751 | 10.3 | % | |||||||
Public utilities | 41,623 | 2.9 | % | 25,334 | 2.0 | % | |||||||
Corporate securities | 348,447 | 24.2 | % | 288,872 | 22.3 | % | |||||||
Mortgage-backed securities | 290,902 | 20.2 | % | 251,903 | 19.4 | % | |||||||
Asset-backed securities | 66,513 | 4.6 | % | 57,129 | 4.4 | % | |||||||
Redeemable preferred stocks | 6,508 | 0.5 | % | 2,985 | 0.2 | % | |||||||
Total fixed maturities | 1,015,291 | 70.6 | % | 884,861 | 68.2 | % | |||||||
Mutual funds | 63,019 | 4.4 | % | 65,453 | 5.0 | % | |||||||
Public utilities | 6,578 | 0.5 | % | 3,663 | 0.3 | % | |||||||
Other common stocks | 53,647 | 3.7 | % | 44,492 | 3.4 | % | |||||||
Non-redeemable preferred stocks | 7,759 | 0.5 | % | 3,002 | 0.2 | % | |||||||
Total equity securities | 131,003 | 9.1 | % | 116,610 | 8.9 | % | |||||||
Other investments | 12,010 | 0.8 | % | 10,252 | 0.8 | % | |||||||
Total investments | 1,158,304 | 80.5 | % | 1,011,723 | 77.9 | % | |||||||
Cash and cash equivalents | 229,631 | 15.9 | % | 215,469 | 16.6 | % | |||||||
Restricted cash | 51,939 | 3.6 | % | 71,588 | 5.5 | % | |||||||
Total cash, cash equivalents, restricted cash and investments | $ | 1,439,874 | 100.0 | % | $ | 1,298,780 | 100.0 | % | |||||
35
UNITED INSURANCE HOLDINGS CORP.
We classify all of our fixed-maturity investments as available-for-sale. Our investments at June 30, 2020 and December 31, 2019 consisted mainly of U.S. government and agency securities, states, municipalities and political subdivisions and securities of investment-grade corporate issuers. Our equity holdings consisted mainly of securities issued by companies in the energy, consumer products, financial, technology and industrial sectors. Most of the corporate bonds we hold reflected a similar diversification. At June 30, 2020, approximately 85.6% of our fixed maturities were U.S. Treasuries or corporate bonds rated “A” or better, and 14.4% were corporate bonds rated “BBB” or "BB".
The most significant impact of COVID-19 on our business during the three and six months ended June 30, 2020 was the fluctuations in our investment portfolios due to volatility in the equity securities markets that we were unable to predict. For example, during the three months ended June 30, 2020, we had an unrealized gain on equity securities of $20,552,000; however, our unrealized loss on equity securities during the six months ended June 30, 2020 was $5,904,000. We may continue seeing volatile swings in the markets through the remainder of the year if economic stresses persist. Management is working closely with our investment asset managers to monitor the fluctuations in the markets and the corresponding impact to our portfolios. Future declines in the markets due to COVID-19 may have a negative impact on our investment returns; however, we have taken a conservative approach and have limited our exposure to the volatility in the equity markets to less than 10% of our invested assets.
Reinsurance
We follow the industry practice of reinsuring a portion of our risks. Reinsurance involves transferring, or "ceding", all or a
portion of the risk exposure on policies we write to another insurer, known as a reinsurer. To the extent that our reinsurers are
unable to meet the obligations they assume under our reinsurance agreements, we remain primarily liable for the entire insured loss under the policies we write.
Our reinsurance program is designed, utilizing our risk management methodology, to address our exposure to catastrophe losses. According to the Insurance Service Office (ISO), a catastrophe loss is defined as a single unpredictable incident or series of closely related incidents that result in $25,000,000 or more in U.S. industry-wide direct insured losses to property and that affect a significant number of policyholders and insurers (ISO catastrophes). In addition to ISO catastrophes, we also include as catastrophes those events (non-ISO catastrophes), which may include losses, that we believe are, or will be, material to our operations which we define as incidents that result in $1,000,000 or more in losses for multiple policyholders.
During the quarter ended June 30, 2020, we placed our reinsurance program for the 2020 hurricane season. We purchased catastrophe excess of loss reinsurance protection of approximately $3,300,000,000. The treaties reinsure for personal and commercial lines property excess catastrophe losses caused by multiple perils including hurricanes, tropical storms and tornadoes. The agreements became effective as of June 1, 2020, for a one-year term, and incorporate the mandatory coverage required by and placed with the Florida Hurricane Catastrophe Fund (FHCF). The FHCF covers Florida risks only and we participate at 90%.
Effective June 1, 2020, we extended our quota share agreement that was set to expire on May 31, 2020, for a one-year term. This quota share reinsurance agreement has a cession rate of 22.5% for all subject business and provides coverage for all catastrophe perils and attritional losses. The agreement provides coverage for our insurance subsidiaries, UPC and FSIC. Effective January 1, 2020, we renewed the aggregate excess of loss agreement to provide coverage against accumulated losses from specified catastrophe events, for a term of 12 months.
36
UNITED INSURANCE HOLDINGS CORP.
Reinsurance costs as a percent of gross earned premium during the three and six month periods ended June 30, 2020 and 2019 were as follows:
2020 | 2019 | |||||
Three Months Ended June 30, | ||||||
Non-at-Risk | (2.6 | )% | (2.4 | )% | ||
Quota Share | (13.0 | )% | (9.2 | )% | ||
All Other | (30.5 | )% | (30.7 | )% | ||
Total Ceding Ratio | (46.1 | )% | (42.3 | )% | ||
Six Months Ended June 30, | ||||||
Non-at-Risk | (2.6 | )% | (2.4 | )% | ||
Quota Share | (12.7 | )% | (8.4 | )% | ||
All Other | (30.0 | )% | (31.4 | )% | ||
Total Ceding Ratio | (45.3 | )% | (42.2 | )% | ||
We amortized our ceded unearned premiums over the annual agreement period, and we record that amortization in ceded premiums earned on our Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss). The table below summarizes the amounts of our ceded premiums written under the various types of agreements, as well as the amortization of ceded unearned premiums:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
Quota Share | $ | (60,667 | ) | $ | (69,277 | ) | $ | (100,228 | ) | $ | (90,902 | ) | |||
Excess-of-loss | (406,663 | ) | (388,079 | ) | (422,385 | ) | (406,802 | ) | |||||||
Equipment, identity theft, and cyber security (1) | (3,604 | ) | (2,753 | ) | (6,422 | ) | (4,986 | ) | |||||||
Flood and inland flood (1) | (7,049 | ) | (6,355 | ) | (11,449 | ) | (10,284 | ) | |||||||
Ceded premiums written | $ | (477,983 | ) | $ | (466,464 | ) | $ | (540,484 | ) | $ | (512,974 | ) | |||
Change in ceded unearned premiums | 319,326 | 326,843 | 228,804 | 242,262 | |||||||||||
Ceded premiums earned | $ | (158,657 | ) | $ | (139,621 | ) | $ | (311,680 | ) | $ | (270,712 | ) | |||
(1) We began writing cyber security and inland flood policies in 2020.
37
UNITED INSURANCE HOLDINGS CORP.
Current year catastrophe losses disaggregated between name and numbered storms and all other catastrophe loss events are shown in the following table.
2020 | 2019 | ||||||||||||||||||||
Number of Events | Incurred Loss and LAE (1) | Combined Ratio Impact | Number of Events | Incurred Loss and LAE (1) | Combined Ratio Impact | ||||||||||||||||
Three Months Ended June 30, | |||||||||||||||||||||
Current period catastrophe losses incurred | |||||||||||||||||||||
Named and numbered storms | 3 | $ | 5,324 | 2.9 | % | — | $ | — | — | % | |||||||||||
All other catastrophe loss events | 18 | 24,475 | 13.2 | % | 16 | 15,802 | 8.3 | % | |||||||||||||
Total | 21 | $ | 29,799 | 16.1 | % | 16 | $ | 15,802 | 8.3 | % | |||||||||||
Six Months Ended June 30, | |||||||||||||||||||||
Current period catastrophe losses incurred | |||||||||||||||||||||
Named and numbered storms | 3 | $ | 5,324 | 1.4 | % | — | $ | — | — | % | |||||||||||
All other catastrophe loss events | 23 | 41,593 | 11.0 | % | 24 | 22,000 | 27,459 | 7.4 | % | ||||||||||||
Total | 26 | $ | 46,917 | 12.4 | % | 24 | $ | 27,459 | 7.4 | % | |||||||||||
(1) Incurred loss and LAE is equal to losses and LAE paid plus the change in case and incurred but not reported reserves. Shown net of losses ceded to reinsurers. Incurred loss and LAE and number of events includes the development on storms during the year in which it occurred.
See Note 7 in our Notes to Unaudited Condensed Consolidated Financial Statements for additional information regarding our reinsurance program.
Unpaid Losses and Loss Adjustments
We generally use the term “loss(es)” to collectively refer to both loss and LAE. We establish reserves for both reported and unreported unpaid losses that have occurred at or before the balance sheet date for amounts we estimate we will be required to pay in the future, including provisions for claims that have been reported but are unpaid at the balance sheet date and for obligations on claims that have been incurred but not reported at the balance sheet date. Our policy is to establish these loss reserves after considering all information known to us at each reporting period. At any given point in time, our loss reserve represents our best estimate of the ultimate settlement and administration costs of our insured claims incurred and unpaid.
Unpaid losses and LAE totaled $683,471,000 and $760,357,000 as of June 30, 2020 and December 31, 2019, respectively. The balance decreased from year end as a result of a decrease in our reinsurance recoverables on unpaid losses balance at June 30, 2020 compared to December 31, 2019.
Since the process of estimating loss reserves requires significant judgment due to a number of variables, such as fluctuations in inflation, judicial decisions, legislative changes and changes in claims handling procedures, our ultimate liability will likely differ from these estimates. We revise our reserve for unpaid losses as additional information becomes available, and reflect adjustments, if any, in our earnings in the periods in which we determine the adjustments as necessary.
See Note 8 in our Notes to Unaudited Condensed Consolidated Financial Statements for additional information regarding our losses and loss adjustments.
38
UNITED INSURANCE HOLDINGS CORP.
RESULTS OF OPERATIONS - COMPARISON OF THE THREE MONTH PERIODS ENDED JUNE 30, 2020 AND 2019
Net income attributable to UIHC for the three months ended June 30, 2020 increased $27,177,000, or 936.2%, to $24,274,000 for the second quarter of 2020 from a net loss of $2,903,000 for the same period in 2019. The increase in net income was primarily due to an increase in unrealized gains on equity securities, in conjunction with a decrease in loss and LAE and a decrease in policy acquisition costs during the second quarter of 2020 compared to the second quarter of 2019. This was offset by a decline in gross written premium for the quarter as described below.
Revenue
Our gross written premiums decreased $10,111,000, or 2.2%, to $439,651,000 for the second quarter ended June 30, 2020 from $449,762,000 for the same period in 2019, driven by a decrease in assumed premiums offset by the impact of rate increases in Florida and organic policy growth in new and renewal business generated in the Gulf and Southeast regions. We also saw an immaterial negative impact on written premium in the Northeast region early in the second quarter of 2020, due to the effects of COVID-19. The breakdown of the quarter-over-quarter changes in both direct written and assumed premiums by region and gross written premium by line of business is shown in the table below.
($ in thousands) | Three Months Ended June 30, | |||||||||||
2020 | 2019 | Change | ||||||||||
Direct Written and Assumed Premium by Region (1) | ||||||||||||
Florida | $ | 263,108 | $ | 243,124 | $ | 19,984 | ||||||
Gulf | 74,083 | 63,723 | 10,360 | |||||||||
Northeast | 55,189 | 55,814 | (625 | ) | ||||||||
Southeast | 35,206 | 32,004 | 3,202 | |||||||||
Total direct written premium by region | 427,586 | 394,665 | 32,921 | |||||||||
Assumed premium (2) | 12,065 | 55,097 | (43,032 | ) | ||||||||
Total gross written premium by region | $ | 439,651 | $ | 449,762 | $ | (10,111 | ) | |||||
Gross Written Premium by Line of Business | ||||||||||||
Personal property | $ | 307,965 | $ | 286,106 | $ | 21,859 | ||||||
Commercial property | 131,686 | 163,656 | (31,970 | ) | ||||||||
Total gross written premium by line of business | $ | 439,651 | $ | 449,762 | $ | (10,111 | ) | |||||
(1) "Gulf" is comprised of Hawaii, Louisiana and Texas; "Northeast" is comprised of Connecticut, Massachusetts, New Jersey, New York and Rhode Island; and "Southeast" is comprised of Georgia, North Carolina and South Carolina.
(2) Assumed premium written for 2020 and 2019 is primarily commercial property business assumed from unaffiliated insurers.
Three Months Ended June 30, | ||||||||
New and Renewal Policies by Region (1) | 2020 | 2019 | Change | |||||
Florida | 76,997 | 82,173 | (5,176 | ) | ||||
Gulf | 43,848 | 38,406 | 5,442 | |||||
Northeast | 41,246 | 42,524 | (1,278 | ) | ||||
Southeast | 27,984 | 26,347 | 1,637 | |||||
Total | 190,075 | 189,450 | 625 | |||||
(1) Only includes new and renewal homeowner, commercial and dwelling fire policies written during the quarter.
39
UNITED INSURANCE HOLDINGS CORP.
Expenses
Expenses for the three months ended June 30, 2020 decreased $21,473,000, or 10.3%, to $186,929,000 from $208,402,000 for the same period in 2019. The decrease in expenses was primarily due to a decrease in loss and LAE expenses of $14,559,000 and a decrease in policy acquisition costs of $9,049,000 in the second quarter of 2020 compared to the second quarter of 2019.
The calculations of our loss ratios and underlying loss ratios are shown below.
Three Months Ended June 30, | |||||||||||
2020 | 2019 | Change | |||||||||
Net loss and LAE | $ | 101,693 | $ | 116,252 | $ | (14,559 | ) | ||||
% of Gross earned premiums | 29.5 | % | 35.2 | % | (5.7) pts | ||||||
% of Net earned premiums | 54.8 | % | 61.1 | % | (6.3) pts | ||||||
Less: | |||||||||||
Current year catastrophe losses | $ | 29,799 | $ | 15,802 | $ | 13,997 | |||||
Prior year reserve (favorable) development | (823 | ) | 15,332 | (16,155 | ) | ||||||
Underlying loss and LAE (1) | $ | 72,717 | $ | 85,118 | $ | (12,401 | ) | ||||
% of Gross earned premiums | 21.1 | % | 25.8 | % | (4.7) pts | ||||||
% of Net earned premiums | 39.2 | % | 44.7 | % | (5.5) pts | ||||||
(1) Underlying loss and LAE is a non-GAAP measure and is reconciled above to Net loss and LAE, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this document is in the "Definitions of Non-GAAP Measures" section of this Form 10-Q.
The calculations of our expense ratios are shown below.
Three Months Ended June 30, | |||||||||||
2020 | 2019 | Change | |||||||||
Policy acquisition costs | $ | 52,573 | $ | 61,622 | $ | (9,049 | ) | ||||
Operating and underwriting | 13,977 | 11,199 | 2,778 | ||||||||
General and administrative | 16,121 | 16,802 | (681 | ) | |||||||
Total Operating Expenses | $ | 82,671 | $ | 89,623 | $ | (6,952 | ) | ||||
% of Gross earned premiums | 24.0 | % | 27.2 | % | (3.2) pts | ||||||
% of Net earned premiums | 44.6 | % | 47.1 | % | (2.5) pts | ||||||
Loss and LAE decreased by $14,559,000, or 12.5%, to $101,693,000 for the second quarter of 2020 from $116,252,000 for the second quarter of 2019. Loss and LAE expense as a percentage of net earned premiums decreased 6.3 points to 54.8% for the second quarter of 2020, compared to 61.1% for the same period last year. Excluding catastrophe losses and reserve development, our gross underlying loss and LAE ratio for the second quarter of 2020 would have been 21.1%, a decrease of 4.7 points from 25.8% during the second quarter of 2019.
Policy acquisition costs decreased by $9,049,000, or 14.7%, to $52,573,000 for the second quarter of 2020 from $61,622,000 for the second quarter of 2019. The primary driver of the decrease was a net increase of $18,331,000 in ceding commission income, as a result of changes made to the terms of our quota share reinsurance agreements. This was offset by an increase in agent commissions of $5,533,000 which were generally consistent with the Company's growth in direct premium production and $5,268,000 in managing general agent commissions related to commercial premiums.
Operating and underwriting expenses increased by $2,778,000, or 24.8%, to $13,977,000 for the second quarter of 2020 from $11,199,000 for the second quarter of 2019, primarily due to increased investments in technology of $3,266,000. This was partially offset by decreases in travel related expenses of $278,000, as all business-related travel was postponed during the second quarter of 2020 as a result of travel restrictions and government limitations imposed during the COVID-19 pandemic.
General and administrative expenses decreased by $681,000, or 4.1%, to $16,121,000 for the second quarter of 2020 from $16,802,000 for the second quarter of 2019, primarily due to a decrease in legal and consulting expenses of $381,000, as well
40
UNITED INSURANCE HOLDINGS CORP.
as a decrease in amortization expenses of $207,000, as all intangible assets acquired following the 2015 acquisition of FSIC were fully amortized in 2020.
RESULTS OF OPERATIONS - COMPARISON OF THE SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019
Net earnings attributable to UIHC for the six months ended June 30, 2020 increased $4,985,000, or 75.9%, to $11,551,000 from $6,566,000 for the same period in 2019. The increase was primarily due to a decrease in loss and LAE expenses for the six months ended June 30, 2020 compared to the six months ended June 30, 2019.
Revenue
Our gross written premiums increased $6,513,000, or 0.8%, to $774,834,000 for the six months ended June 30, 2020 from $768,321,000 for the same period in 2019, primarily reflecting organic growth in new and renewal business generated in the Gulf and Southeast regions, as well as the impact of rate increases in Florida and the Northeast regions. We also saw an immaterial negative impact on written premium in the Northeast region early in the second quarter of 2020, due to the effects of COVID-19. The breakdown of the year-over-year changes in both direct and assumed written premiums by region and gross written premium by line of business are shown in the table below.
($ in thousands) | Six Months Ended June 30, | |||||||||||
2020 | 2019 | Change | ||||||||||
Direct Written and Assumed Premium by Region (1) | ||||||||||||
Florida | $ | 456,804 | $ | 418,750 | $ | 38,054 | ||||||
Gulf | 126,799 | 111,100 | 15,699 | |||||||||
Northeast | 97,986 | 97,569 | 417 | |||||||||
Southeast | 62,078 | 57,012 | 5,066 | |||||||||
Total direct written premium by region | 743,667 | 684,431 | 59,236 | |||||||||
Assumed premium (2) | 31,167 | 83,890 | (52,723 | ) | ||||||||
Total gross written premium by region | $ | 774,834 | $ | 768,321 | $ | 6,513 | ||||||
Gross Written Premium by Line of Business | ||||||||||||
Personal property | $ | 532,581 | $ | 496,787 | $ | 35,794 | ||||||
Commercial property | 242,253 | 271,534 | (29,281 | ) | ||||||||
Total gross written premium by line of business | $ | 774,834 | $ | 768,321 | $ | 6,513 | ||||||
(1) "Gulf" is comprised of Hawaii, Louisiana and Texas; "Northeast" is comprised of Connecticut, Massachusetts, New Jersey, New York and Rhode Island; and "Southeast" is comprised of Georgia, North Carolina and South Carolina.
(2) Assumed premium for 2020 and 2019 is primarily commercial property business assumed from unaffiliated insurers.
Six Months Ended June 30, | ||||||||
New and Renewal Policies By Region (1) | 2020 | 2019 | Change | |||||
Florida | 136,164 | 143,991 | (7,827 | ) | ||||
Gulf | 76,546 | 68,459 | 8,087 | |||||
Northeast | 74,239 | 75,539 | (1,300 | ) | ||||
Southeast | 49,653 | 46,866 | 2,787 | |||||
Total | 336,602 | 334,855 | 1,747 | |||||
(1) Only includes new and renewal homeowner, commercial and dwelling fire policies written during the year.
41
UNITED INSURANCE HOLDINGS CORP.
Expenses
Expenses for the six months ended June 30, 2020 decreased $19,331,000, or 4.9%, to $379,065,000 from $398,396,000 for the same period in 2019. The decrease in expenses was primarily due to a $16,269,000 decrease in loss and LAE, as well as a $5,400,000 decrease in policy acquisition costs. The calculations of our loss ratios and underlying loss ratios are shown below.
Six Months Ended June 30, | |||||||||||
2020 | 2019 | Change | |||||||||
Net loss and LAE | $ | 204,530 | $ | 220,799 | $ | (16,269 | ) | ||||
% of Gross earned premiums | 29.7 | % | 34.4 | % | (4.7) pts | ||||||
% of Net earned premiums | 54.2 | % | 59.5 | % | (5.3) pts | ||||||
Less: | |||||||||||
Current year catastrophe losses | $ | 46,917 | $ | 27,459 | $ | 19,458 | |||||
Prior year reserve (favorable) development | (1,952 | ) | 20,967 | (22,919 | ) | ||||||
Underlying loss and LAE (1) | $ | 159,565 | $ | 172,373 | $ | (12,808 | ) | ||||
% of Gross earned premiums | 23.2 | % | 26.9 | % | (3.7) pts | ||||||
% of Net earned premiums | 42.3 | % | 46.4 | % | (4.1) pts | ||||||
(1) Underlying loss and LAE is a non-GAAP measure and is reconciled above to net loss and LAE, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this document is in the "Definitions of Non-GAAP Measures" section of this Form 10-Q.
The calculations of our expense ratios are shown below.
Six Months Ended June 30, | |||||||||||
2020 | 2019 | Change | |||||||||
Policy acquisition costs | $ | 111,448 | $ | 116,868 | $ | (5,420 | ) | ||||
Operating and underwriting | 23,681 | 21,410 | 2,271 | ||||||||
General and administrative | 34,422 | 34,383 | 39 | ||||||||
Total operating expenses | $ | 169,551 | $ | 172,661 | $ | (3,110 | ) | ||||
% of Gross earned premiums | 24.6 | % | 26.9 | % | (2.3) pts | ||||||
% of Net earned premiums | 45.0 | % | 46.5 | % | (1.5) pts | ||||||
Loss and LAE decreased $16,269,000, or 7.4%, to $204,530,000 for the six months ended June 30, 2020 from $220,799,000 for the same period in 2019. Loss and LAE expense as a percentage of net earned premiums decreased 5.3 points to 54.2% for the six months ended June 30, 2020, compared to 59.5% for the same period in 2019. Excluding catastrophe losses and reserve development, our gross underlying loss and LAE ratio for the six months ended June 30, 2020 was 23.2%, a decrease of 3.7 points from 26.9% during the six months ended June 30, 2019.
Policy acquisition costs decreased $5,420,000, or 4.6%, to $111,448,000 for the six months ended June 30, 2020 from $116,868,000 for the same period in 2019. The primary driver of the decrease was an increase of $14,932,000 in ceding commission income, as a result of changes made to the terms of our quota share agreement. This was offset by an increase of $5,487,000 of agent commission expenses and $5,151,000 in managing general agent fees related to commercial premiums.
Operating expenses increased $2,271,000, or 10.6%, to $23,681,000 for the six months ended June 30, 2020 from $21,410,000 for the same period in 2019, primarily due to increased investments in technology of $3,829,000. This was offset by decreased printing and postage related expenses of $1,255,000 and credit scoring expenses of $383,000.
General and administrative expenses remained consistent, increasing $39,000, or 0.1%, to $34,422,000 for the six months ended June 30, 2020 from $34,383,000 for the same period in 2019.
42
UNITED INSURANCE HOLDINGS CORP.
LIQUIDITY AND CAPITAL RESOURCES
We generate cash through premium collections, reinsurance recoveries, investment income, the sale or maturity of invested assets, the issuance of debt and the issuance of additional shares of our stock. We use our cash to pay reinsurance premiums, claims and related costs, policy acquisition costs, salaries and employee benefits, other expenses and stockholder dividends, acquire subsidiaries and pay associated costs, as well as to repay debts and purchase investments.
As a holding company, we do not conduct any business operations of our own and, as a result, we rely on cash dividends or intercompany loans from our management subsidiaries to pay our general and administrative expenses. Insurance regulatory authorities heavily regulate our insurance subsidiaries, including restricting any dividends paid by our insurance subsidiaries and requiring approval of any management fees our insurance subsidiaries pay to our management subsidiaries for services rendered; however, nothing restricts our non-insurance company subsidiaries from paying us dividends other than state corporate laws regarding solvency. Our management subsidiaries pay us dividends primarily using cash from the collection of management fees from our insurance subsidiaries, pursuant to the management agreements in effect between those entities. In accordance with state laws, our insurance subsidiaries may pay dividends or make distributions out of that part of their statutory surplus derived from their net operating profit and their net realized capital gains. The Risk-Based Capital (RBC) guidelines published by the National Association of Insurance Commissioners may further restrict our insurance subsidiaries’ ability to pay dividends or make distributions if the amount of the intended dividend or distribution would cause their respective surplus as it regards policyholders to fall below minimum RBC guidelines. See Note 11 in our Notes to Unaudited Condensed Consolidated Financial Statements for additional information.
During the three months ended June 30, 2020, the Company made a capital contribution to our reinsurance subsidiary, UPC Re, of $3,000,000. During the six months ended June 30, 2020, the Company also made a $12,000,000 capital contribution to our insurance subsidiary, UPC and IIC paid a dividend of $12,000,000 to the Company. During the three and six month periods ended June 30, 2019, we made capital contributions of $4,000,000 and $1,000,000 to our insurance subsidiaries UPC and FSIC, respectively. We may make future contributions of capital to our insurance subsidiaries as circumstances require.
The COVID-19 pandemic and resulting global disruptions have caused significant volatility in financial markets. However, during the three and six month periods ended June 30, 2020, the disruptions did not have an impact on our access to credit and capital markets needed to maintain sufficient liquidity for our continued operating needs. We expect to continue to maintain financing flexibility in the current market conditions. However, due to the rapidly evolving national and global situation, it is not possible to predict whether unanticipated consequences of the pandemic are reasonably likely to materially affect our liquidity and capital resources in the future.
Cash Flows for the six months ended June 30, 2020 and 2019 (in millions)
43
UNITED INSURANCE HOLDINGS CORP.
Operating Activities
The principal cash inflows from our operating activities come from premium collections, reinsurance recoveries and investment income. The principal cash outflows from our operating activities are the result of claims and related costs, reinsurance premiums, policy acquisition costs and salaries and employee benefits. A primary liquidity concern with respect to these cash flows is the risk of large magnitude catastrophe events.
During the six months ended June 30, 2020, we had cash inflows of $139,320,000 compared to cash inflows of $179,278,000 during the six months ended June 30, 2019. During 2020, we had fewer reinsurance recoverables outstanding than in 2019. The higher recoverable balance in 2019 is attributable to claim payments made related to Hurricanes Michael, Florence and Irma.
Investing Activities
The principal cash inflows from our investing activities come from repayments of principal, proceeds from maturities and sales of investments. We closely monitor and manage these risks through our comprehensive investment risk management process. The principal cash outflows relate to purchases of investments and cost of property, equipment and capitalized software acquired. The primary liquidity concerns with respect to these cash flows are the risk of default by debtors and market disruption. During the six months ended June 30, 2020, we had net purchases of investments totaling $131,280,000 compared to net sales of investments totaling $11,883,000 during the six months ended June 30, 2019. Our cash outflows associated with the purchase of property, equipment and capitalized software remained consistent for both periods.
Financing Activities
The principal cash outflows from our financing activities come from repayments of debt and payments of dividends. The primary liquidity concern with respect to these cash flows is market disruption in the cost and availability of credit. We believe our current capital resources, together with cash provided from our operations, are sufficient to meet currently anticipated working capital requirements. During the six months ended June 30, 2020, cash used in financing activities remained consistent totaling $5,911,000 compared to $5,901,000 for the six months ended June 30, 2019. This outflow was primarily due to our dividend payments in the first two quarters of both 2020 and 2019.
OFF-BALANCE SHEET ARRANGEMENTS
At June 30, 2020, we did not have any off-balance-sheet arrangements or material changes to our contractual obligations during the quarter.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks, including interest rate risk related to changes in interest rates in our fixed-maturity securities, credit risk related to changes in the financial condition of the issuers of our fixed-maturities and equity price risk related to changes in equity security prices. These risks are disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2019. We had no material changes in our market risk during the six months ended June 30, 2020.
Item 4. Controls and Procedures
We maintain a set of disclosure controls and procedures designed to ensure that the information required to be disclosed in reports we file or submit under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. We designed our disclosure controls with the objective of ensuring we accumulate and communicate this information to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on our evaluation, our principal executive officer and principal financial officer concluded
44
UNITED INSURANCE HOLDINGS CORP.
that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
Although we have shifted operations for all employees to remote work environments for the protection of our employees and communities in response to COVID-19, this shift to remote work environments has not impacted our ability to ensure that our controls operate effectively. We did not make any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended June 30, 2020.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in routine claims-related legal actions arising in the ordinary course of business. We accrue amounts resulting from claims-related legal actions in unpaid losses and loss adjustment expenses during the period that we determine an unfavorable outcome becomes probable and we can estimate the amounts. Management makes revisions to our estimates based on its analysis of subsequent information that we receive regarding various factors, including: (i) per claim information; (ii) company and industry historical loss experience; (iii) judicial decisions and legal developments in the awarding of damages; and (iv) trends in general economic conditions, including the effects of inflation.
At June 30, 2020, we were not involved in any material non-claims-related legal actions.
Item 1A. Risk Factors
Other than as described in the additional risk factor below, there have been no material changes to the risk factors previously disclosed in Part I. Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2019.
The outbreak of the novel coronavirus (COVID-19) pandemic and related business disruption and economic uncertainty could adversely impact our business, results of operations and financial condition.
In recent months, a novel strain of coronavirus (COVID-19) has spared to many countries in the world, including the United States, and the outbreak was declared a pandemic by the World Health Organization in March 2020.
Considerable uncertainty still surrounds the COVID-19 virus and its potential impact, and the extent of and effectiveness of responses taken on international, national and local levels. The extent of the impact of COVID-19 on our business, results of operations and financial condition will depend, in large part, on future developments, which are highly uncertain and cannot be predicted with confidence such as:
• | the duration and severity of the spread; |
• | the extent and duration of business closures, travel restrictions, social distancing and other actions taken to contain and treat COVID-19; and |
• | the effectiveness of actions taken by governmental authorities to contain and treat the virus. |
However, measures taken to limit the impact of COVID-19, including shelter-in-place orders, social distancing measures, travel bans and restrictions, and business and government shutdowns, have already resulted in significant negative economic impacts on the United States and globally. The pandemic has resulted in extreme volatility and disruptions in the economy. While we have not incurred any significant disruptions to our business operations, financial position, liquidity or our ability to service our policyholders as of the date of this Form 10-Q, with the exception of fluctuations in our investment portfolios due to the volatility in the equity securities markets, the continued impacts of COVID-19 (including a severe or prolonged economic downturn due to impacts from COVID-19) could result in a variety of risks to our business, including:
• | an increase in the default of insurance premiums coinciding with an increase in unemployment rates and customers' inability to pay premiums; |
• | our ability to meet regulatory and debt service requirements; |
45
UNITED INSURANCE HOLDINGS CORP.
• | a decline in premiums as a result of limited new business production, weaker renewal retention rates, higher mid-term cancellations, more stringent regulatory requirements or a rating agency downgrade that would impact both agency and consumer confidence; |
• | travel restrictions and quarantines leading to a lack of in-person meetings, which could hinder the efficiency of our internal operations and our ability to establish relationships with agents to generate new business; |
• | contraction of the global reinsurance markets resulting from uncertainties related to current and future COVID-19 claims on underlying risks; |
• | higher frequency and/or severity of claims from certain perils such as theft, fire and liability, as well as fraudulent insurance loss schemes and litigation attempting to force coverage; |
• | changes in the equity markets, changes in interest rates, and reduced liquidity leading to a decline in the value of our investment portfolio; |
• | a recession or market correction could materially affect the value of our common stock; and |
• | our third-party vendors experiencing shutdowns or other business disruptions which impact our ability to conduct our business in the manner and on the timelines presently planned. |
In response to the measures taken to limit the impact of COVID-19 described above, and for the protection of our employees and communities, we have shifted operations for all employees to remote work environments. This shift in operations to remote work environments could prevent us from executing initiatives effectively, which could have an adverse effect on our business, results of operations and financial condition. An extended period of remote work arrangements could introduce operational risk (including but not limited to cybersecurity risks) and may impair our ability to manage our business. We also outsource certain business activities to third parties. If one or more of the third parties to whom we outsource certain business activities experience operational failures or business disruptions as a result of the impacts from the spread of COVID-19, or claim that they cannot perform, it may have negative effects on our business and financial condition.
We are currently following the recommendations of local and federal health authorities to minimize exposure risk for our various stakeholders, including employees, and management is actively monitoring the global situation and its effects on our financial condition, liquidity, operations, industry and workforce. The full extent of the impact of COVID-19 on our business and operating results will depend on future developments that are highly uncertain and cannot be accurately predicted, as described in greater detail above.
To the extent that COVID-19 adversely affects our business, results of operations or financial condition, it may also have the effect of amplifying many of the other risks described in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2019.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended June 30, 2020, we did not sell any unregistered equity securities or repurchase any of our equity securities.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
46
UNITED INSURANCE HOLDINGS CORP.
Item 6. Exhibits
The following exhibits are filed or furnished herewith or are incorporated herein by reference:
Exhibit | Description | |
Separation Agreement and General Release, dated as of June 24, 2020, between United Insurance Holdings Corp. and John L. Forney (included as Exhibit 10.1 to the Form 8-K/A filed on June 29, 2020, and incorporated herein by reference). | ||
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act. | ||
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act. | ||
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act. | ||
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act. | ||
101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH | XBRL Taxonomy Extension Schema | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
101.LAB | XBRL Taxonomy Extension Label Linkbase | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). | |
47
UNITED INSURANCE HOLDINGS CORP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
UNITED INSURANCE HOLDINGS CORP. | ||
August 7, 2020 | By: | /s/ R. Daniel Peed |
R. Daniel Peed, Chief Executive Officer (principal executive officer and duly authorized officer) | ||
August 7, 2020 | By: | /s/ B. Bradford Martz |
B. Bradford Martz, Chief Financial Officer and President (principal financial officer and principal accounting officer) | ||
48