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UNIVERSAL INSURANCE HOLDINGS, INC. - Quarter Report: 2014 March (Form 10-Q)

FORM 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

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

For the quarterly period ended March 31, 2014

or

 

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

For the transition period from              to             

Commission File Number 001-33251

 

 

UNIVERSAL INSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   65-0231984

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

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

(Address of principal executive offices)

(954) 958-1200

(Registrant’s telephone number, including area code)

 

 

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

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

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

 

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 35,434,617 shares of common stock, par value $0.01 per share, outstanding on April 28, 2014.

 

 

 


Table of Contents

UNIVERSAL INSURANCE HOLDINGS, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

 

       
 
Page
No.
  
  
Item 1.   

Financial Statements:

  
  

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

     4   
  

Condensed Consolidated Statements of Income for the three-month periods ended March 31, 2014 and 2013 (unaudited)

     5   
  

Condensed Consolidated Statements of Comprehensive Income for the three-month periods ended March 31, 2014 and 2013 (unaudited)

     5   
  

Condensed Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2014 and 2013 (unaudited)

     6   
  

Notes to Condensed Consolidated Financial Statements (unaudited)

     7   
Item 2.   

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

     26   
Item 3.   

Quantitative and Qualitative Disclosure about Market Risk

     37   
Item 4.   

Controls and Procedures

     38   
PART II – OTHER INFORMATION   
Item 1.   

Legal Proceedings

     38   
Item 1A.   

Risk Factors

     38   
Item 2.   

Unregistered Sales of Equity Securities and Use of Proceeds

     39   
Item 6.   

Exhibits

     40   

Signatures

     41   

 

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders of

Universal Insurance Holdings, Inc. and Subsidiaries

Fort Lauderdale, Florida

We have reviewed the accompanying condensed consolidated balance sheet of Universal Insurance Holdings, Inc. (the “Company”) and its Subsidiaries as of March 31, 2014 and the related condensed consolidated statements of income, comprehensive income, and cash flows for the three-month periods ended March 31, 2014 and 2013. These interim financial statements are the responsibility of the Company’s management.

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

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

/s/ Plante & Moran, PLLC

Chicago, Illinois

May 8, 2014

 

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Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(in thousands, except per share data)

 

     As of  
     March 31,
2014
    December 31,
2013
 
ASSETS     

Cash and cash equivalents

   $ 122,771      $ 117,275   

Restricted cash and cash equivalents

     2,635        2,600   

Fixed maturities, at fair value

     300,346        289,418   

Equity securities, at fair value

     60,152        65,022   

Prepaid reinsurance premiums

     236,026        241,214   

Reinsurance recoverable

     76,097        107,847   

Reinsurance receivable, net

     7,004        203   

Premiums receivable, net

     48,105        46,461   

Other receivables

     3,261        2,587   

Property and equipment, net

     9,749        9,289   

Deferred policy acquisition costs, net

     15,893        15,899   

Income taxes recoverable

     6,199        8,152   

Deferred income tax asset, net

     11,472        12,051   

Other assets

     1,722        2,072   
  

 

 

   

 

 

 

Total assets

   $ 901,432      $ 920,090   
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

LIABILITIES:

    

Unpaid losses and loss adjustment expenses

   $ 150,557      $ 159,222   

Unearned premiums

     384,761        383,488   

Advance premium

     25,413        22,959   

Accounts payable

     4,499        3,441   

Book overdraft

     2,985        14,947   

Payable for securities purchased

     2,185        —     

Reinsurance payable, net

     93,654        86,232   

Income taxes payable

     915        2,566   

Other liabilities and accrued expenses

     28,357        34,386   

Long-term debt

     37,122        37,240   
  

 

 

   

 

 

 

Total liabilities

     730,448        744,481   
  

 

 

   

 

 

 

Commitments and Contingencies (Note 12)

    

STOCKHOLDERS’ EQUITY:

    

Cumulative convertible preferred stock, $.01 par value

     —          —     

Authorized shares—1,000

    

Issued shares—22 and 30

    

Outstanding shares—22 and 30

    

Minimum liquidation preference, $9.17 and $6.98 per share

    

Common stock, $.01 par value

     443        436   

Authorized shares—55,000

    

Issued shares—44,276 and 43,641

    

Outstanding shares—34,776 and 35,366

    

Treasury shares, at cost—9,500 and 8,275

     (50,204     (35,467

Additional paid-in capital

     42,195        42,282   

Accumulated other comprehensive income (loss), net of taxes

     (264     (376

Retained earnings

     178,814        168,734   
  

 

 

   

 

 

 

Total stockholders’ equity

     170,984        175,609   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 901,432      $ 920,090   
  

 

 

   

 

 

 

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

 

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Table of Contents

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)

(in thousands, except per share data)

 

     Three Months Ended March 31,  
     2014     2013  

PREMIUMS EARNED AND OTHER REVENUES

    

Direct premiums written

   $ 191,917      $ 204,139   

Ceded premiums written

     (121,649     (141,317
  

 

 

   

 

 

 

Net premiums written

     70,268        62,822   

Change in net unearned premium

     (6,461     2,587   
  

 

 

   

 

 

 

Premiums earned, net

     63,807        65,409   

Net investment income (expense)

     518        12   

Net realized gains (losses) on investments

     902        (16,037

Net change in unrealized gains (losses) on investments

     —          7,874   

Commission revenue

     4,089        4,986   

Policy fees

     3,512        3,687   

Other revenue

     1,477        1,524   
  

 

 

   

 

 

 

Total premiums earned and other revenues

     74,305        67,455   
  

 

 

   

 

 

 

OPERATING COSTS AND EXPENSES

    

Losses and loss adjustment expenses

     26,825        26,483   

General and administrative expenses

     24,363        21,210   
  

 

 

   

 

 

 

Total operating costs and expenses

     51,188        47,693   
  

 

 

   

 

 

 

INCOME BEFORE INCOME TAXES

     23,117        19,762   

Income taxes, current

     9,059        3,947   

Income taxes, deferred

     509        3,856   
  

 

 

   

 

 

 

Income taxes, net

     9,568        7,803   
  

 

 

   

 

 

 

NET INCOME

   $ 13,549      $ 11,959   
  

 

 

   

 

 

 

Basic earnings per common share

   $ 0.41      $ 0.30   
  

 

 

   

 

 

 

Weighted average common shares outstanding—Basic

     33,422        39,917   
  

 

 

   

 

 

 

Fully diluted earnings per common share

   $ 0.38      $ 0.29   
  

 

 

   

 

 

 

Weighted average common shares outstanding—Diluted

     35,641        41,199   
  

 

 

   

 

 

 

Cash dividend declared per common share

   $ 0.10      $ 0.08   
  

 

 

   

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

 

     Three Months Ended March 31,  
     2014      2013  

Net income

   $ 13,549       $ 11,959   

Other comprehensive income (loss), net of taxes

     112         —     
  

 

 

    

 

 

 

Comprehensive income (loss)

   $ 13,661       $ 11,959   
  

 

 

    

 

 

 

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

 

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UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in thousands)

 

     Three Months Ended March 31,  
     2014     2013  

Cash flows from operating activities:

    

Net Income

   $ 13,549      $ 11,959   

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

    

Bad debt expense

     71        124   

Depreciation

     280        249   

Amortization of share-based compensation

     1,685        1,168   

Amortization of original issue discount on debt

     250        —     

Accretion of deferred credit

     (250     —     

Book overdraft increase (decrease)

     (11,962     1,075   

Net realized (gains) losses on investments

     (902     16,037   

Net change in unrealized (gains) losses on investments

     —          (7,874

Amortization of premium/accretion of discount, net

     499        42   

Deferred income taxes

     509        3,856   

Excess tax (benefits) shortfall from share-based compensation

     (6,342     151   

Other

     (12     —     

Net change in assets and liabilities relating to operating activities:

    

Restricted cash and cash equivalents

     (35     30,356   

Prepaid reinsurance premiums

     5,188        (12,558

Reinsurance recoverables

     31,750        1,960   

Reinsurance receivables, net

     (6,801     19,854   

Premiums receivable, net

     (1,715     (830

Accrued investment income

     (32     20   

Other receivables

     (636     (273

Income taxes recoverable

     1,953        616   

Deferred policy acquisition costs, net

     6        (95

Purchase of trading securities

     —          (26,009

Proceeds from sales of trading securities

     —          80,670   

Other assets

     350        73   

Unpaid losses and loss adjustment expenses

     (8,665     (10,712

Unearned premiums

     1,273        9,971   

Accounts payable

     1,058        (52

Reinsurance payable, net

     7,422        19,621   

Income taxes payable

     4,691        (850

Other liabilities and accrued expenses

     (5,779     (3,259

Advance premium

     2,454        12,187   
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     29,857        147,477   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Proceeds from sale of property and equipment

     17        —     

Purchase of property and equipment

     (751     (409

Purchases of available for sale equity securities

     (4,782     —     

Purchases of available for sale fixed maturities

     (20,475     (9,988

Proceeds from sales of available for sale equity securities

     10,071        —     

Proceeds from sales of available for sale fixed maturities

     4,370        —     

Maturities of available for sale fixed maturities

     7,528        —     
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     (4,022     (10,397
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Preferred stock dividend

     (5     (5

Common stock dividend

     (3,463     —     

Purchase of treasury stock

     (14,737     —     

Payments related to tax withholding for share-based compensation

     (8,108     (1,072

Excess tax benefits (shortfall) from share-based compensation

     6,342        (151

Repayment of debt

     (368     (368
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     (20,339     (1,596
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     5,496        135,484   

Cash and cash equivalents at beginning of period

     117,275        347,392   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 122,771      $ 482,876   
  

 

 

   

 

 

 

Supplemental cash flow and non-cash disclosures:

    

Interest paid

   $ 433      $ 87   

Income taxes paid

   $ 2,404      $ 4,313   

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

   $ —        $ 4,004   

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

 

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Table of Contents

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Nature of Operations and Basis of Presentation

Nature of Operations

Universal Insurance Holdings, Inc. (“UIH”) is a Delaware corporation originally incorporated as Universal Heights, Inc. in November 1990. UIH and its wholly-owned subsidiaries (collectively, the “Company”) are a vertically integrated insurance holding company performing all aspects of insurance underwriting, distribution and claims. Through its wholly-owned subsidiaries, including Universal Property & Casualty Insurance Company (“UPCIC”) and American Platinum Property and Casualty Insurance Company (“APPCIC”), collectively referred to as the “Insurance Entities”, the Company is principally engaged in the property and casualty insurance business offered primarily through a network of independent agents. Risk from catastrophic losses is managed through the use of reinsurance agreements. The Company’s primary product is homeowners insurance offered in seven states as of March 31, 2014, including Florida, which comprises the vast majority of the Company’s in-force policies. See “—Note 5 (Insurance Operations)” for more information regarding the Company’s insurance operations.

The Company generates revenues primarily from the collection of premiums and the investment of available funds in excess of those retained for claims-paying obligations and insurance operations. Other significant sources of revenue include commissions collected from reinsurers and policy fees.

Basis of Presentation

The Company has prepared the accompanying unaudited Condensed Consolidated Financial Statements (“Financial Statements”) in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by United States Generally Accepted Accounting Principles (“GAAP”) for complete financial statements. Therefore, the Financial Statements should be read in conjunction with the audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on March 3, 2014. The condensed consolidated balance sheet at December 31, 2013, was derived from audited financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included in the Financial Statements. The results for interim periods do not necessarily indicate the results that may be expected for any other interim period or for the full year.

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

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

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

 

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2. Significant Accounting Policies

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

Recently Issued Accounting Pronouncements

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

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

 

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3. Investments

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

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

 

     As of March 31, 2014      As of December 31, 2013  
     Cost or                    Cost or                
     Amortized             Carrying      Amortized             Carrying  
     Cost      Fair Value      Value      Cost      Fair Value      Value  

Cash and cash equivalents (1)

   $ 122,771       $ 122,771       $ 122,771       $ 117,275       $ 117,275       $ 117,275   

Restricted cash and cash equivalents

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

Fixed maturities:

                 

U.S. government obligations and agencies

     116,808         115,961         115,961         105,229         104,215         104,215   

Corporate bonds

     94,086         93,831         93,831         94,708         94,203         94,203   

Mortgage-backed and asset-backed securities

     90,953         90,554         90,554         91,502         91,000         91,000   

Equity securities:

                 

Common stock

     7,024         7,250         7,250         8,500         9,295         9,295   

Mutual funds

     52,057         52,902         52,902         55,113         55,727         55,727   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     360,928         360,498         360,498         355,052         354,440         354,440   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total investments

   $ 486,334       $ 485,904       $ 485,904       $ 474,927       $ 474,315       $ 474,315   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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

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

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

 

     Three Months Ended
March 31,
 
     2014     2013  

Cash and cash equivalents (1)

   $ 12      $ 120   

Fixed maturities

     728        —     

Equity securities

     302        88   
  

 

 

   

 

 

 

Total investment income

     1,042        208   

Less investment expenses

     (524     (196
  

 

 

   

 

 

 

Net investment (expense) income

   $ 518      $ 12   
  

 

 

   

 

 

 

 

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

 

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Trading Portfolio

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

 

     Three Months Ended
March 31, 2013
 

Realized gains (losses) on investments:

  

Equity securities

   $ (15,969

Derivatives (non-hedging instruments) (1)

     (68
  

 

 

 

Total realized gains (losses) on trading portfolio

     (16,037

Change in unrealized gains (losses) on investments:

  

Fixed maturities

     13   

Equity securities

     7,758   

Derivatives (non-hedging instruments) (1)

     89   

Other

     14   
  

 

 

 

Total change in unrealized gains (losses) on trading portfolio

     7,874   
  

 

 

 

Net gains (losses) recognized on trading portfolio

   $ (8,163
  

 

 

 

 

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

There was no effect of trading activities for the three months ended March 31, 2014 as the Company liquidated its trading portfolio in March 2013.

 

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Securities Available for Sale

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

 

     March 31, 2014  
     Cost or
Amortized Cost
     Gross Unrealized
Gains
     Gross Unrealized
Losses
    Fair Value  

Fixed Maturities:

          

U.S. government obligations and agencies

   $ 116,808       $ 39       $ (886   $ 115,961   

Corporate bonds

     94,086         190         (445     93,831   

Mortgage-backed and asset-backed securities

     90,953         126         (525     90,554   

Equity Securities:

          

Common stock

     7,024         439         (213     7,250   

Mutual funds

     52,057         2,206         (1,361     52,902   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 360,928       $ 3,000       $ (3,430   $ 360,498   
  

 

 

    

 

 

    

 

 

   

 

 

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

Fixed Maturities:

          

U.S. government obligations and agencies

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

Corporate bonds

     94,708         265         (770     94,203   

Mortgage-backed and asset-backed securities

     91,502         75         (577     91,000   

Equity Securities:

          

Common stock

     8,500         916         (121     9,295   

Mutual funds

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

 

 

    

 

 

    

 

 

   

 

 

 

Total

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

 

 

    

 

 

    

 

 

   

 

 

 

 

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

 

     March 31, 2014  
     Less than 12 months     12 months or longer  
     Number
of issues
     Fair value      Unrealized
losses
    Number
of issues
     Fair value      Unrealized
losses
 

Fixed maturities:

                

U.S. government obligations and agencies

     7       $ 82,798       $ (886     —         $ —         $ —     

Corporate bonds

     42         47,773         (445     —           —           —     

Mortgage-backed and asset-backed securities

     17         60,261         (525     —           —           —     

Equity securities:

                

Common stock

     14         2,314         (213     —           —           —     

Mutual funds

     4         17,997         (1,361     —           —           —     
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total

     84       $ 211,143       $ (3,430     —         $ —         $ —     
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
     December 31, 2013  
     Less than 12 months     12 months or longer  
     Number
of issues
     Fair value      Unrealized
losses
    Number
of issues
     Fair value      Unrealized
losses
 

Fixed maturities:

                

U.S. government obligations and agencies

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

Corporate bonds

     55         65,926         (770     —           —           —     

Mortgage-backed and asset-backed securities

     16         67,110         (577     —           —           —     

Equity securities:

                

Common stock

     13         3,517         (121     —           —           —     

Mutual funds

     5         19,646         (1,652     —           —           —     
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total

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

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

At March 31, 2014, we held fixed maturity and equity securities that were in an unrealized loss position as presented in the table above. For fixed maturity securities with significant declines in value, we perform quarterly fundamental credit analysis on a security-by-security basis, which includes consideration of credit quality and credit ratings, review of relevant industry analyst reports and other available market data. For fixed maturity and equity securities, the Company considers whether it has the intent and ability to hold the securities for a period of time sufficient to recover its cost basis. Where the Company lacks the intent and ability to hold to recovery, or believes the recovery period is extended, the security’s decline in fair value is considered other than temporary and is recorded in earnings. Based upon the limited severity and duration of the unrealized losses combined with management’s intent and ability to hold the securities until recovery and its credit analysis of the individual issuers of the securities, management has no reason to believe the unrealized losses for securities available for sale at March 31, 2014 are other than temporary.

 

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

 

     March 31, 2014  
     Amortized Cost      Fair Value  

Due in one year or less

   $ 17,030       $ 17,017   

Due after one year through five years

     190,101         189,234   

Due after five years through ten years

     3,763         3,541   

Due after ten years

     —           —     

Mortgage-backed and asset-backed securities

     90,953         90,554   
  

 

 

    

 

 

 

Total

   $ 301,847       $ 300,346   
  

 

 

    

 

 

 

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

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

 

     Three Months Ended
March 31, 2014
 

Sales proceeds (fair value)

   $ 14,441   

Gross realized gains

   $ 999   

Gross realized losses

   $ (97

Other than temporary losses

   $ —     

There was no sale activity of securities available for sale during the three months ended March 31, 2013.

4. Reinsurance

The Company seeks to reduce its risk of loss by reinsuring certain levels of risk in various areas of exposure with other insurance enterprises or reinsurers, generally as of the beginning of the hurricane season on June 1 of each year. The Company’s reinsurance program consists of excess of loss, quota share and catastrophe reinsurance, subject to the terms and conditions of the applicable agreements. The Company is responsible for insured losses related to catastrophes and other events in excess of coverage provided by its reinsurance program. The Company also remains responsible for the settlement of insured losses in the event of the failure of any of its reinsurers to make payments otherwise due to the Company.

Amounts recoverable from reinsurers are estimated in a manner consistent with the reinsurance contracts. Reinsurance premiums, losses and loss adjustment expenses (“LAE”) are accounted for on a basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Deferred ceding commissions are netted against policy acquisition costs and amortized over the effective period of the related insurance policies.

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

 

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

 

     Ratings as of March 31, 2014      Due from as of  

Reinsurer

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

Everest Reinsurance Company

     A+         A+         A1       $ 79,920       $ 87,789   

Florida Hurricane Catastrophe Fund

     n/a         n/a         n/a         13,480         33,593   

Odyssey Reinsurance Company

     A         A-         A3         138,013         142,190   
           

 

 

    

 

 

 

Total (1)

            $ 231,413       $ 263,572   
           

 

 

    

 

 

 

 

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

n/a—No rating available

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

 

     Three Months Ended March 31, 2014  
     Premiums
Written
    Premiums
Earned
    Loss and Loss
Adjustment
Expenses
 

Direct

   $ 191,917      $ 190,644      $ 50,722   

Ceded

     (121,649     (126,837     (23,897
  

 

 

   

 

 

   

 

 

 

Net

   $ 70,268      $ 63,807      $ 26,825   
  

 

 

   

 

 

   

 

 

 
     Three Months Ended March 31, 2013  
     Premiums
Written
    Premiums
Earned
    Loss and Loss
Adjustment
Expenses
 

Direct

   $ 204,139      $ 194,168      $ 50,596   

Ceded

     (141,317     (128,759     (24,113
  

 

 

   

 

 

   

 

 

 

Net

   $ 62,822      $ 65,409      $ 26,483   
  

 

 

   

 

 

   

 

 

 

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

 

     As of
March 31, 2014
     As of
December 31, 2013
 

Prepaid reinsurance premiums

   $ 236,026       $ 241,214   
  

 

 

    

 

 

 

Reinsurance recoverable on unpaid losses and LAE

   $ 64,109       $ 68,584   

Reinsurance recoverable on paid losses

     11,988         39,263   

Reinsurance receivable, net

     7,004         203   
  

 

 

    

 

 

 

Reinsurance recoverable and receivable

   $ 83,101       $ 108,050   
  

 

 

    

 

 

 

 

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Table of Contents

5. Insurance Operations

Deferred Policy Acquisition Costs, net

The Company defers certain costs in connection with written policies, called Deferred Policy Acquisition Costs (“DPAC”), net of corresponding amounts of ceded reinsurance commissions, called Deferred Reinsurance Ceding Commissions (“DRCC”). Net DPAC is amortized over the effective period of the related insurance policies.

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

 

     Three Months Ended March 31,  
     2014     2013  

DPAC, beginning of period

   $ 54,099      $ 54,431   

Capitalized Costs

     26,782        28,692   

Amortization of DPAC

     (26,670     (27,732
  

 

 

   

 

 

 

DPAC, end of period

   $ 54,211      $ 55,391   
  

 

 

   

 

 

 

DRCC, beginning of period

   $ 38,200      $ 37,149   

Ceding Commissions Written

     21,880        22,312   

Earned Ceding Commissions

     (21,762     (21,447
  

 

 

   

 

 

 

DRCC, end of period

   $ 38,318      $ 38,014   
  

 

 

   

 

 

 

DPAC (DRCC), net, beginning of period

   $ 15,899      $ 17,282   

Capitalized Costs, net

     4,902        6,379   

Amortization of DPAC (DRCC), net

     (4,908     (6,284
  

 

 

   

 

 

 

DPAC (DRCC), net, end of period

   $ 15,893      $ 17,377   
  

 

 

   

 

 

 

Liability for Unpaid Losses and Loss Adjustment Expenses

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

 

     Three Months Ended March 31,  
     2014     2013  

Balance at beginning of period

   $ 159,222      $ 193,241   

Less reinsurance recoverable

     (68,584     (81,415
  

 

 

   

 

 

 

Net balance at beginning of period

     90,638        111,826   
  

 

 

   

 

 

 

Incurred (recovered) related to:

    

Current year

     26,855        26,654   

Prior years

     (30     (171
  

 

 

   

 

 

 

Total incurred

     26,825        26,483   
  

 

 

   

 

 

 

Paid related to:

    

Current year

     3,867        1,172   

Prior years

     27,148        30,289   
  

 

 

   

 

 

 

Total paid

     31,015        31,461   
  

 

 

   

 

 

 

Net balance at end of period

     86,448        106,848   

Plus reinsurance recoverable

     64,109        75,680   
  

 

 

   

 

 

 

Balance at end of period

   $ 150,557      $ 182,528   
  

 

 

   

 

 

 

 

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Table of Contents

Regulatory Requirements and Restrictions

The Insurance Entities are subject to regulations and standards of the Florida Office of Insurance Regulation (“OIR”). These standards require the Insurance Entities to maintain specified levels of statutory capital and restrict the timing and amount of dividends and other distributions that may be paid to the parent company. Except in the case of extraordinary dividends, these standards generally permit dividends to be paid from statutory unassigned surplus of the regulated subsidiary and are limited based on the regulated subsidiary’s level of statutory net income and statutory capital and surplus. The maximum dividend that may be paid by UPCIC and APPCIC to their immediate parent company, Universal Insurance Holding Company of Florida (“UIHCF”), without prior approval is limited to the lesser of statutory net income from operations of the preceding calendar year or 10.0% of statutory unassigned surplus as of the preceding year end. These dividends are referred to as “ordinary dividends” and generally can be paid without prior regulatory approval. If the dividend, together with other dividends paid within the preceding twelve months, exceeds a specified statutory limit or is paid from sources other than earned surplus, the entire dividend is generally considered an “extraordinary dividend” and must receive prior regulatory approval.

Based on the 2013 statutory net income and statutory capital and surplus levels, UPCIC has the capacity to pay ordinary dividends of $290 thousand during 2014. However, APPCIC does not have the capacity to pay ordinary dividends during 2014. For the three months ended March 31, 2014, no dividends were paid from UPCIC or APPCIC to UIHCF. Dividends paid to the shareholders of UIH are paid from the earnings of UIH and its non-insurance subsidiaries and not from the capital and surplus of the Insurance Entities.

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

 

     As of
March 31, 2014
     As of
December 31, 2013
 

Ten percent of total liabilities

     

UPCIC

   $ 39,971       $ 39,179   

APPCIC

   $ 630       $ 625   

Statutory capital and surplus

     

UPCIC

   $ 166,720       $ 161,803   

APPCIC

   $ 13,575       $ 13,708   

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

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

 

                                     
     As of
March 31,
2014
     As of
December 31,
2013
 

Restricted cash and cash equivalents

   $ 2,635       $ 2,600   

Investments

   $ 3,683       $ 3,707   

 

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Table of Contents

6. Long-Term Debt

Long-term debt consists of a surplus note entered into by UPCIC with carrying amounts of $18.4 million and $18.8 million as of March 31, 2014 and December 31, 2013, respectively; a term loan with carrying amounts of $18.7 million and $18.5 million as of March 31, 2014 and December 31, 2013, respectively; and any amounts drawn upon an unsecured line of credit.

On March 29, 2013, UIH entered into a revolving loan agreement and related revolving note with Deutsche Bank Trust Company Americas (“Deutsche Bank”), amended as of May 23, 2013 (“DB Loan”). The DB Loan makes available to UIH an unsecured line of credit in an aggregate amount not to exceed $10.0 million. The DB Loan contains financial covenants and as of March 31, 2014, UIH was in compliance with such covenants. UIH had not drawn any amounts under the unsecured line of credit as of March 31, 2014.

On May 23, 2013, UIH entered into a $20 million unsecured term loan agreement and related term note (“Term Loan”) with RenaissanceRe Ventures Ltd. (“RenRe Ventures”). See “—Note 8 (Related Party Transactions)” for a discussion of a series of agreements entered into with RenRe Ventures and its affiliate Renaissance Reinsurance Ltd. (“RenRe”). The Term Loan contains financial covenants and as of March 31, 2014, UIH was in compliance with such covenants.

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

 

     As of  
     March 31, 2014     December 31, 2013  

Principal amount

   $ 20,000      $ 20,000   

Less: unamortized original issue discount

     (1,260     (1,510
  

 

 

   

 

 

 

Term Loan, net of unamortized original issue discount

   $ 18,740      $ 18,490   
  

 

 

   

 

 

 

Amortization of the original issue discount is included in interest expense, a component of general and administrative expenses, in the Condensed Consolidated Statements of Income and was $250 thousand for the three months ended March 31, 2014.

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

 

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Table of Contents

7. Stockholders’ Equity

Common Stock

The following table summarizes the activity relating to shares of the Company’s common stock during the three months ended March 31, 2014 (in thousands):

 

     Issued
Shares
    Treasury
Shares
    Outstanding
Shares
 

Balance, as of December 31, 2013

     43,641        (8,275     35,366   
  

 

 

   

 

 

   

 

 

 

Conversion of preferred stock

     40        —          40   

Shares repurchased

     —          (1,225     (1,225

Options exercised

     1,725        —          1,725   

Shares acquired through cashless exercise (1)

     —          (1,130     (1,130

Shares cancelled

     (1,130     1,130        —     
  

 

 

   

 

 

   

 

 

 

Balance, as of March 31, 2014

     44,276        (9,500     34,776   
  

 

 

   

 

 

   

 

 

 

 

(1) All shares acquired represent shares tendered to cover the strike price for options and tax withholdings on the intrinsic value of options exercised or restricted stock vested. These shares have been cancelled by the Company.

In January 2014, UIH entered into a repurchase agreement with Bradley I. Meier, the Company’s former Chairman, President and Chief Executive Officer, to repurchase 675 thousand shares of UIH’s common stock owned by Mr. Meier. The repurchase of 675 thousand of Mr. Meier’s shares occurred on January 2, 2014 for a repurchase price of $11.11 per share, representing a discount from the then-current market price of UIH’s common stock.

In February 2014, Mr. Meier converted 8,000 shares of Series M Preferred Stock, at a conversion ratio of 5:1, into 40,000 shares of UIH’s common stock.

In March 2014, UIH entered into a repurchase agreement with Mr. Meier to repurchase an additional 550 thousand shares of UIH’s common stock owned by him. The repurchase of 550 thousand of Mr. Meier’s shares occurred on March 25, 2014 for a repurchase price of $13.16 per share, representing a discount from the then-current market price of UIH’s common stock.

Dividends

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

 

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Table of Contents

8. Related Party Transactions

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

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

The following table provides payments made by the Company to Downes and Associates and SPC Global RE Advisors LLC for the periods presented (in thousands):

 

     Three Months Ended
March 31,
 
     2014      2013  

Downes and Associates

   $ —         $ 129   

SPC Global RE Advisors LLC

   $ 30       $ —     

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

RenRe currently is, and has been, a participant in the Company’s reinsurance programs. On May 23, 2013, the Company entered into a series of contracts with RenRe and its affiliate, RenRe Ventures. As discussed in “—Note 6 (Long-Term Debt)”, UIH entered into an unsecured Term Loan with RenRe Ventures. The Term Loan is part of a series of agreements entered into by the Company, RenRe and RenRe Ventures pursuant to which, among other things, the Company has purchased a catastrophe risk-linked transaction contract from RenRe and entered into an agreement whereby RenRe will reserve reinsurance capacity for the Company’s reinsurance programs and receive a right of first refusal in respect of a portion thereof. As part of the series of agreements with RenRe and RenRe Ventures, on May 23, 2013, UIH, RenRe Ventures and Mr. Bradley Meier agreed to assign to RenRe Ventures a portion of UIH’s right of first refusal to repurchase shares of its common stock owned by Mr. Meier under the first repurchase agreement entered into on April 1, 2013. RenRe Ventures had a right of first refusal to repurchase one-third of the shares offered by Mr. Meier to any third party, up to the lesser of 2 million shares or 4.99% of UIH’s outstanding common stock, through December 31, 2014. In March 2014, Mr. Meier entered into separate transactions with each of UIH and a third party in which he sold an aggregate of 1,650,000 shares of UIH’s common stock. As a result of these transactions, Mr. Meier now owns less than 5 percent of UIH’s outstanding common stock and according to the terms of the rights of first refusal of each of UIH and RenRe Ventures, UIH and RenRe Ventures no longer have a right of first refusal to purchase shares of UIH common stock owned by Mr. Meier.

 

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Table of Contents

9. Income Taxes

During the three months ended March 31, 2014 and 2013, the Company recorded approximately $9.6 million and $7.8 million, respectively, of income taxes, which resulted in effective tax rates of 41.4% and 39.5%, respectively. The Company’s effective tax rate differs from the statutory federal income tax rate due to state income taxes and certain nondeductible items.

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

10. Earnings Per Share

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

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

 

     Three Months Ended
March 31,
 
     2014     2013  

Numerator for EPS:

    

Net income

   $ 13,549      $ 11,959   

Less: Preferred stock dividends

     (5     (5
  

 

 

   

 

 

 

Income available to common stockholders

   $ 13,544      $ 11,954   
  

 

 

   

 

 

 

Denominator for EPS:

    

Weighted average common shares outstanding

     33,422        39,917   

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

     2,140        793   

Assumed conversion of preferred stock

     79        489   
  

 

 

   

 

 

 

Weighted average diluted common shares outstanding

     35,641        41,199   
  

 

 

   

 

 

 

Basic earnings per common share

   $ 0.41      $ 0.30   

Diluted earnings per common share

   $ 0.38      $ 0.29   

 

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

The Company purchased 1.225 million of additional shares of UIH’s common stock during the three months ended March 31, 2014, which further decreased weighted average common shares outstanding and weighted average diluted common shares outstanding for the period. The effect of cumulative purchases since April 2013 was to increase diluted earnings per common share by $0.07 for the three month period ended March 31, 2014. There were no repurchases of UIH’s common stock during the three months ended March 31, 2013. See “—Note 7 (Stockholders’ Equity)” for details on the repurchases of UIH’s common stock.

 

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Table of Contents

11. Other Comprehensive Income (Loss)

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

 

     For the Three Months
Ended March 31, 2014
 
     Pre-tax     Tax     After-tax  

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

   $ 1,084      $ 418      $ 666   

Amounts reclassified from accumulated other comprehensive income (loss)

     (902     (348     (554
  

 

 

   

 

 

   

 

 

 

Net current period other comprehensive income (loss)

   $ 182      $ 70      $ 112   
  

 

 

   

 

 

   

 

 

 

Other comprehensive income was less than five hundred dollars for the three months ended March 31, 2013.

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

 

Details about Accumulated Other
Comprehensive Income Components

   Amounts Reclassified from
Accumulated
Other Comprehensive
Income
   

Affected Line Item in the Statement

Where Net income is Presented

   Three Months Ended    
   March 31, 2014    

Unrealized gains (losses) on investments available for sale

    
   $ 902     

Net realized gains (losses) on investments

     (348   Income taxes, current
  

 

 

   
   $ 554      Net of tax
  

 

 

   

There were no reclassifications out of accumulated other comprehensive income for the three months ended March 31, 2013.

 

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Table of Contents

12. Commitments and Contingencies

Litigation

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

Other

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

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

13. Fair Value Measurements

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

 

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

 

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

 

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

 

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

Level 1

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

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

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

Level 2

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

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

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

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

 

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

 

     Fair Value Measurements  
     As of March 31, 2014  
     Level 1      Level 2      Level 3      Total  

Cash and cash equivalents

   $ 122,771       $ —         $ —         $ 122,771   

Restricted cash and cash equivalents

     2,635         —           —           2,635   

Fixed maturities:

           

U.S. government obligations and agencies

     —           115,961         —           115,961   

Corporate bonds

     —           93,831         —           93,831   

Mortgage-backed and asset-backed securities

     —           90,554         —           90,554   

Equity securities:

           

Common stock

     7,250         —           —           7,250   

Mutual funds

     52,902         —           —           52,902   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 60,152       $ 300,346       $ —         $ 360,498   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets accounted for at fair value

   $ 185,558       $ 300,346       $ —         $ 485,904   
  

 

 

    

 

 

    

 

 

    

 

 

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

Cash and cash equivalents

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

Restricted cash and cash equivalents

     2,600         —           —           2,600   

Fixed maturities:

           

U.S. government obligations and agencies

     —           104,215         —           104,215   

Corporate bonds

     —           94,203         —           94,203   

Mortgage-backed and asset-backed securities

     —           91,000         —           91,000   

Equity securities:

           

Common stock

     9,295         —           —           9,295   

Mutual funds

     55,727         —           —           55,727   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

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

 

 

    

 

 

    

 

 

    

 

 

 

Total assets accounted for at fair value

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

 

 

    

 

 

    

 

 

    

 

 

 

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

 

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

 

     As of March 31, 2014  
     Carrying value      (Level 3)
Estimated Fair
Value
 

Liabilities (debt):

     

Surplus note

   $ 18,382       $ 15,317   

Term loan

   $ 18,740       $ 18,740   
     As of December 31, 2013  
     Carrying value      (Level 3)
Estimated Fair
Value
 

Liabilities (debt):

     

Surplus note

   $ 18,750       $ 15,900   

Term loan

   $ 18,490       $ 18,490   

Level 3

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

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

14. Subsequent Events

The Company performed an evaluation of subsequent events through the date the Financial Statements were issued and determined there were no recognized or unrecognized subsequent events that would require an adjustment or additional disclosure in the Financial Statements as of March 31, 2014 except for the following:

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

 

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

Unless the context otherwise requires, all references to “we,” “us,” “our,” and “Company” refer to Universal Insurance Holdings, Inc. and its subsidiaries. You should read the following discussion together with our condensed consolidated financial statements (“Financial Statements”) and the related notes thereto included in Part I, Item 1 “Financial Statements.” Operating results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for the year.

Forward-Looking Statements

In addition to historical information, the following discussion may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on various factors and assumptions that include known and unknown risks and uncertainties, some of which are beyond our control and cannot be predicted or quantified. Certain statements made in this report reflect management’s expectations regarding future events, and the words “expect,” “estimate,” “anticipate,” “believe,” “intend,” “project,” “plan” and similar expressions and variations thereof, speak only as of the date the statement was made and are intended to identify forward-looking statements. Such statements may include, but not be limited to, projections of revenues, income or loss, expenses, plans, as well as assumptions relating to the foregoing. Future results could differ materially from those in the following discussion and those described in forward-looking statements as a result of the risks set forth below which are a summary of those set forth in our Annual Report on Form 10-K for the year ended December 31, 2013.

Risks Relating to the Property-Casualty Business

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

Risks Relating to Investments

 

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

 

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

 

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

 

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

 

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Risks Relating to the Insurance Industry

 

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

 

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

 

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

 

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

 

    Our insurance subsidiaries are subject to examination by state insurance departments

 

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

 

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

 

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

 

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

 

    Loss of key executives could affect our operations

 

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

Risks Relating to Debt Obligations

 

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

Overview

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

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

 

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

For example, to address the attrition in our Florida policy count, we have reduced overall rates for homeowners’ insurance by 2.4% effective in January 2014 for new business and March 2014 for renewals, and also taken measures we believe will result in an improvement in our retention and new business by investing in personnel to expedite the payment of claims and streamline the underwriting process. As a result of our various growth initiatives, we have seen an increase in policy count for new business in the first quarter of 2014 compared to 2013, and we continue to expand our business in states outside of Florida with growth in policy count of 8.4% since December 31, 2013 and 47.8% since March 31, 2013. The following table provides policy count and total insured value for Florida and other states as of March 31, 2014 and December 31, 2013 (dollars in thousands):

 

     As of March 31, 2014     As of December 31, 2013  

State

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

Florida

     491,984         92.6   $ 108,526,334         89.8     499,949         93.3   $ 110,785,839         90.7

Other states

     39,078         7.4     12,276,880         10.2     36,039         6.7     11,305,295         9.3
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Grand total

     531,062         100.0   $ 120,803,214         100.0     535,988         100.0   $ 122,091,134         100.0
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Risk from catastrophic losses is managed through the use of reinsurance agreements. We limit the maximum net loss that can arise from large risks, risks in concentrated areas of exposure and from catastrophes, such as hurricanes or other similar loss occurrences, by purchasing certain reinsurance from other insurers or reinsurers to mitigate these potential losses. Our intention is to limit our exposure and the exposure of the Insurance Entities, thereby protecting stockholders’ equity and the Insurance Entities’ capital and surplus, even in the event of catastrophic occurrences, through reinsurance agreements. Without these reinsurance agreements, the Insurance Entities would be more substantially exposed to catastrophic losses with a greater likelihood that those losses could exceed their statutory capital and surplus. Any such catastrophic event, or multiple catastrophes, could have a material adverse effect on the Insurance Entities’ solvency and our results of operations, financial condition and liquidity. Softening in the reinsurance market has allowed us to obtain additional protection as well as to reduce the cost of certain reinsurance coverage in the 2013-2014 reinsurance program compared to the 2012-2013 reinsurance program.

Recent Developments

In January 2014, we repurchased 675,000 shares of UIH’s common stock from Bradley I. Meier, the Company’s former Chief Executive Officer, at approximately $11.11 per share, in a privately negotiated transaction. The repurchase price represents a discount from the then-current market price of UIH’s common stock. The Company had a right of first refusal to purchase shares of UIH’s common stock offered for sale by Mr. Meier through December 31, 2014.

In March 2014, we repurchased an additional 550,000 shares of UIH’s common stock from Bradley I. Meier at approximately $13.16 per share in a privately negotiated transaction. The repurchase price represents a discount from the then-current market price of UIH’s common stock. Additionally, both UIH and RenRe Ventures waived rights of first refusal to purchase an additional 1,100,000 shares of common stock owned by Mr. Meier, who informed the Company that he sold those shares to a third party in a separate privately negotiated transaction. As a result of these transactions, Mr. Meier now owns less than 5 percent of the Company’s outstanding common stock and accordingly, UIH and RenRe Ventures no longer have a right of first refusal to purchase shares of UIH common stock owned by Mr. Meier.

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

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

In April 2014, we announced that the Insurance Commissioner of Delaware issued a Certificate of Authority to UPCIC, thereby approving UPCIC as a licensed insurance entity in the state of Delaware. UPCIC is in the process of filing homeowners insurance rates and forms with the Insurance Commissioner of Delaware and expects to begin writing homeowners insurance in Delaware once the normal regulatory approvals are received.

 

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

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

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

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

Investment Portfolio

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

We currently hold these investments in a portfolio available for sale with changes in fair value reflected in stockholders’ equity with the exception of any other than temporary impairments which are reflected in earnings. In the first quarter of 2013, we liquidated 100% of the equity securities that were held in our trading portfolio resulting in net losses of $8.2 million. See “Item 1—Note 3 (Investments)” for the composition of our portfolio as of March 31, 2014.

Wind Mitigation Discounts

The insurance premiums charged by the Insurance Entities are subject to various statutory and regulatory requirements. Among these, the Insurance Entities must offer wind mitigation discounts in accordance with a program mandated by the Florida Legislature and implemented by the Florida Office of Insurance Regulation. The level of wind mitigation discounts mandated by the Florida Legislature which were effective June 1, 2007 for new business and August 1, 2007 for renewal business have had a significant negative effect on the Insurance Entities’ premium. The percentage reduction of in-force premium from wind mitigation credits for UPCIC policies as of March 31, 2014 was 34.6% compared to 31.2% as of March 31, 2013. The percentage reduction of in-force premium from wind mitigation credits for APPCIC policies as of March 31, 2014 was 63.2% compared to 62.5% as of March 31, 2013.

 

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Results of Operations - Three Months Ended March 31, 2014, Compared to Three Months Ended March 31, 2013

Net income increased by $1.6 million for the three months ended March 31, 2014 compared to the three months ended March 31, 2013. Diluted earnings per common share increased by $0.09 for the three months ended March 31, 2014 compared to the three months ended March 31, 2013, $0.07 of which was attributable to a reduction in shares of common stock outstanding as a result of the cumulative share repurchases since April 2013, as discussed under “Item 1—Note 10 (Earnings Per Share)”. Repurchasing shares at a discount has allowed the Company to reduce the amount of common shares outstanding.

The increase in net income of $1.6 million, or 13.3%, for the three months ended March 31, 2014 compared to the same period in 2013 reflects the absence of trading losses generated in the first quarter of 2013 and an increase in net investment income. These were partially offset by a decrease in net earned premiums, commissions, policy fees and other revenues and an increase in losses and loss adjustment expenses (“LAE”) and general administrative expenses. A more detailed discussion of these factors follows the table below.

The following table summarizes changes in each component of our Condensed Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2014 compared to the same period in 2013 (in thousands):

 

     Three Months Ended March 31,     Change  
     2014     2013     $     %  

PREMIUMS EARNED AND OTHER REVENUES

        

Direct premiums written

   $ 191,917      $ 204,139      $ (12,222     -6.0

Ceded premiums written

     (121,649     (141,317     19,668        -13.9
  

 

 

   

 

 

   

 

 

   

Net premiums written

     70,268        62,822        7,446        11.9

Change in net unearned premium

     (6,461     2,587        (9,048     NM   
  

 

 

   

 

 

   

 

 

   

Premiums earned, net

     63,807        65,409        (1,602     -2.4

Net investment income (expense)

     518        12        506        4216.7

Net realized gains (losses) on investments

     902        (16,037     16,939        NM   

Net change in unrealized gains (losses) on investments

     —          7,874        (7,874     -100.0

Commission revenue

     4,089        4,986        (897     -18.0

Policy fees

     3,512        3,687        (175     -4.7

Other revenue

     1,477        1,524        (47     -3.1
  

 

 

   

 

 

   

 

 

   

Total premiums earned and other revenues

     74,305        67,455        6,850        10.2
  

 

 

   

 

 

   

 

 

   

OPERATING COSTS AND EXPENSES

        

Losses and loss adjustment expenses

     26,825        26,483        342        1.3

General and administrative expenses

     24,363        21,210        3,153        14.9
  

 

 

   

 

 

   

 

 

   

Total operating costs and expenses

     51,188        47,693        3,495        7.3
  

 

 

   

 

 

   

 

 

   

INCOME BEFORE INCOME TAXES

     23,117        19,762        3,355        17.0

Income taxes, current

     9,059        3,947        5,112        129.5

Income taxes, deferred

     509        3,856        (3,347     -86.8
  

 

 

   

 

 

   

 

 

   

Income taxes, net

     9,568        7,803        1,765        22.6
  

 

 

   

 

 

   

 

 

   

NET INCOME

   $ 13,549      $ 11,959      $ 1,590        13.3
  

 

 

   

 

 

   

 

 

   

Other comprehensive income (loss), net of taxes

     112        —          112        100.0
  

 

 

   

 

 

   

 

 

   

COMPREHENSIVE INCOME

   $ 13,661      $ 11,959      $ 1,702        14.2
  

 

 

   

 

 

   

 

 

   

NM - Not meaningful.

 

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

Net earned premiums were $63.8 million for the three months ended March 31, 2014, compared to $65.4 million for the three months ended March 31, 2013. The decrease in net earned premiums of $1.6 million, or 2.4%, reflects a decrease in direct earned premiums of $3.5 million partially offset by a decrease in ceded earned premiums of $1.9 million. Premium earned in the current period reflects premium written over the past 12 months and any changes in rates or policy count during that time. The decrease in direct earned premiums is due primarily to a reduction in the number of policies in force in Florida, partially offset by the benefit of rate increases over the past 12 months. Competitive pressures along with strategic initiatives we have undertaken to manage our exposure (such as our decision not to renew certain policies we believe had inadequate premiums relative to projected risks and expenses) resulted in the reduction in the number of policies-in-force. Wind mitigation credits within the state of Florida continue to be a significant factor in reducing the amount of premium. The decrease in ceded earned premiums is attributable to lower reinsurance costs effective with the 2013-2014 reinsurance program.

Net investment income was $518 thousand for the three months ended March 31, 2014 generated from the investments we held in our portfolio of securities available for sale, compared to $12 thousand generated by our trading portfolio for the same three months during 2013. The increase in net investment income reflects both an overall increase in the size of our portfolio of investment securities and its composition of higher yielding investments.

We sold a small amount of investment securities available for sale during the three months ended March 31, 2014, resulting in a net realized gain of $902 thousand. For the three months ended March 31, 2013, we realized net losses on investments of $16.0 million, reflecting the underlying market conditions as we liquidated one hundred percent of the equity securities held in our trading portfolio during March 2013.

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

Commission revenue is comprised principally of brokerage commissions we earn from reinsurers. For the three months ended March 31, 2014, commission revenue was $4.1 million, compared to $5.0 million for the three months ended March 31, 2013. The decrease in commission revenue of $0.9 million, or 18.0%, was due primarily to a reduction in the cost of reinsurance.

Policy fees are comprised primarily of the managing general agent’s policy fee income from insurance policies. For the three months ended March 31, 2014, policy fees were $3.5 million, compared to $3.7 million for the three months ended March 31, 2013. The decrease of $0.2 million, or 4.7%, reflects a reduction in the number of policies written and renewed as a result of the factors described above.

 

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The net loss and LAE ratios, or net losses and LAE as a percentage of net earned premiums, were 42.0% and 40.5% during the three-month periods ended March 31, 2014 and 2013, respectively, and were comprised of the following components (in thousands):

 

     Three Months Ended March 31, 2014  
     Direct     Ceded     Net  

Loss and loss adjustment expenses

   $ 50,722      $ 23,897      $ 26,825   

Premiums earned

   $ 190,644      $ 126,837      $ 63,807   

Loss & LAE ratios

     26.6     18.8     42.0
     Three Months Ended March 31, 2013  
     Direct     Ceded     Net  

Loss and loss adjustment expenses

   $ 50,596      $ 24,113      $ 26,483   

Premiums earned

   $ 194,168      $ 128,759      $ 65,409   

Loss & LAE ratios

     26.1     18.7     40.5

The increase in the net loss and LAE ratio reflects a decrease in net premiums earned as described above and a slight increase in net loss and LAE. The increase in net loss and LAE is primarily attributable to investments made in our claims operations intended to provide a higher quality of service to our customers by expediting policyholder claims. See “Item 1 — Note 5 (Insurance Operations)” for change in liability for unpaid losses and LAE.

For the three months ended March 31, 2014, general and administrative expenses were $24.4 million, compared to $21.2 million for the same period in 2013. The overall increase in general and administrative expenses of $3.2 million, or 14.9%, is primarily due to costs associated with added protection acquired by UIH against catastrophes, increased compensation-related expenses attributable to the increase in UIH’s share price, and expenses associated with marketing efforts among our agent network and evaluating potential additional product offerings.

General and administrative expenses for the three months ended March 31, 2014 include an increase of $2.0 million related to insurance premiums paid for UIH-level coverage, most of which is related to additional protection in the form of catastrophe-linked insurance. We also experienced an increase of $983 thousand in the amount of stock-based compensation and related expenses reflecting an increase in our share price. Also, our recovery of Florida Insurance Guarantee Association (“FIGA”) assessments declined by $639 thousand as compared to the same quarter last year. FIGA assessments are initially charged to insurance companies, which then are allowed to recover the assessed amounts from their policyholders. UPCIC recovered the amount of its FIGA assessment over a 12-month period ending in early February 2014. We therefore recovered more of the assessment in 2013 than in 2014 due to the timing of the initial assessment and the associated recovery period. Other significant causes for the increase in expenses include an increase in interest expense of $346 thousand from both an increase in the rates paid on our surplus note and additional long-term debt used to repurchase shares from our former Chief Executive Officer, which we purchased at a discount to the then-current market price. We also experienced an increase of $283 thousand in advertising expenses, rent of $149 thousand paid on a building we intend to use to expand our corporate facilities, and consulting fees of $118 thousand relating in part to our evaluation of potential additional product offerings. These increases were partially offset by a reduction of $1.4 million in the amortization of deferred acquisition costs resulting from a decrease in net amortizable assets since March of 2013 and a reduction in our operating expenses such as legal fees, postage, printing costs, and similar expenses.

Income taxes increased by $1.8 million, or 22.6% primarily as a result of an increase in income before income taxes. The effective tax rate increased to 41.4% for the three months ended March 31, 2014 from 39.5% for the same period in the prior year primarily from an increase in the amount of non-deductible expenses including certain compensation.

Comprehensive income includes net income and other comprehensive income or loss. The other comprehensive income for the three months ended March 31, 2014 and 2013, reflect after tax changes in fair value of securities held in our portfolio of securities available for sale and reclassification out of cumulative other comprehensive income for securities sold. See “Item 1 — Note 11 (Other Comprehensive Income (Loss))”.

 

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

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

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

 

Type of Investment

   As of
March 31, 2014
     As of
December 31, 2013
 

Cash and cash equivalents

   $ 122,771       $ 117,275   

Restricted cash and cash equivalents

     2,635         2,600   

Fixed maturities

     300,346         289,418   

Equity securities

     60,152         65,022   
  

 

 

    

 

 

 

Total

   $ 485,904       $ 474,315   
  

 

 

    

 

 

 

Reinsurance recoverable represents ceded losses and LAE. The decrease of $31.8 million to $76.1 million reflects both the timing of settlement with our reinsurers and a reduction in the overall amount of unpaid losses and LAE as of March 31, 2014 compared to December 31, 2013.

Reinsurance receivable, net, represents inuring premiums receivable, net of ceded premiums payable with our quota share reinsurer. The increase of $6.8 million to $7.0 million as of March 31, 2014 was primarily due to the timing of settlements with our quota-share reinsurers.

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

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

Advance premium represents premium payments made by policyholders ahead of the effective date of the policies. The balance at December 31 of each year is generally lower than the balance at any other quarter end, in relative terms, due to the tendency of policyholders to delay payments until January. The increase in the amount of advance premiums of $2.4 million to $25.4 million as of March 31, 2014, compared to $23.0 million as of December 31, 2013 reflects the return to a more typical payment pattern after the usual year-end delay.

Book overdrafts represent outstanding checks in excess of cash on deposit and are examined monthly to determine if legal right of offset exists for accounts with the same banking institution. The decrease of $12.0 million to $3.0 million in book overdrafts as of March 31, 2014 is attributed to an increase in cash deposits applied in the right to offset.

Payables for securities purchased represent a timing difference between the trade date and settlement date of those securities (generally three days). The $2.2 million at the end of March 31, 2014 represents securities that were purchased in March that did not settle until April.

Reinsurance payable, net, represents our liability to reinsurers for ceded written premiums, net of ceding commissions receivable. The increase of $7.4 million to $93.7 million as of March 31, 2014 reflects the seasonal pattern of written premium as described under “— Overview”.

Other liabilities and accrued expenses represent liabilities for commissions and various general and administrative expenses. The decrease of $6.0 million to $28.4 million as of March 31, 2014 was due to the payment of 2013 performance bonuses during the quarter ended March 31, 2014.

 

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Liquidity and Capital Resources

Liquidity

Liquidity is a measure of a company’s ability to generate sufficient cash flows to meet its short and long-term obligations. Funds generated from operations have been sufficient to meet our liquidity requirements and we expect that in the future funds from operations will continue to meet such requirements.

The balance of cash and cash equivalents as of March 31, 2014 was $122.8 million compared to $117.3 million at December 31, 2013. See “Item 1 — Condensed Consolidated Statements of Cash Flows” for a reconciliation of the balance of cash and cash equivalents between March 31, 2014 and December 31, 2013. The increase in cash and cash equivalents was driven by cash flows generated from operations in excess of those used for investing and financing activities. The balance of restricted cash and cash equivalents as of March 31, 2014 and December 31, 2013 was mostly comprised of cash equivalents on deposit with regulatory agencies in the various states in which our Insurance Entities do business. Most of the balance of cash and cash equivalents maintained is available to pay claims in the event of a catastrophic event in addition to any amounts recovered under our reinsurance agreements.

As discussed in “Item 1 — Note 6 (Long-Term Debt)”, UIH entered into a revolving loan agreement and related revolving note (“DB Loan”) with Deutsche Bank in March 2013, amended in May 2013. The DB Loan makes available to UIH an unsecured line of credit in an aggregate amount not to exceed $10 million. Draws under the DB Loan have a maturity date of March 27, 2015 and carry an interest rate of LIBOR plus a margin of 5.50% or Deutsche Bank’s prime rate plus a margin of 3.50% at the election of UIH. The DB Loan contains certain covenants and restrictions applicable while amounts are outstanding thereunder, including limitations with respect to our indebtedness, liens, distributions, mergers or dispositions of assets, organizational structure, transactions with affiliates and business activities. We had not drawn any amounts under the unsecured line of credit as of April 30, 2014.

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

Liquidity requirements for UIH and its non-insurance subsidiaries include the payment of general operating expenses, dividends to shareholders (if and when authorized and declared by our board of directors), payment for the possible repurchase of our common stock (if and when authorized by our board of directors), payment of income taxes, and interest and principal payments on debt obligations. The declaration and payment of future dividends by UIH to its shareholders, and any future repurchases of UIH common stock, will be at the discretion of our board of directors and will depend upon many factors, including our operating results, financial condition, debt covenants and any regulatory constraints. Principal sources of liquidity for UIH and its non-insurance subsidiaries include revenues generated from fees paid by the Insurance Entities for managing general agency, policy administration, inspections and claims adjusting services. Additional sources of liquidity include brokerage commissions earned on reinsurance contracts and any unused credit lines. UIH also maintains investments in equity securities which would generate funds upon sale.

Liquidity requirements for the Insurance Entities primarily include payments for reinsurance premiums, claims payments including potential payments of catastrophe losses offset by recovery of any reimbursement amounts under our reinsurance agreements, fees paid to affiliates for managing general agency, inspections and claims adjusting services, agent commissions, premium and income taxes, regulatory assessments, general operating expenses, and interest and principal payments on debt obligations. The principal source of liquidity for the Insurance Entities consists of the revenue generated from the collection of net premiums, after deductions for expenses and the collection of reinsurance recoverable. Our insurance operations provide liquidity in that premiums are generally received months or even years before losses are paid under the policies written. The Insurance Entities maintain substantial investments in highly liquid, marketable securities which would generate funds upon sale.

 

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

Capital Resources

Capital resources provide protection for policyholders, furnish the financial strength to support the business of underwriting insurance risks, and facilitate continued business growth. At March 31, 2014, we had total capital of $208.1 million, comprised of stockholders’ equity of $171.0 million and total long term debt of $37.1 million. Our debt-to-total-capital ratio and debt-to-equity ratio were 17.8% and 21.7%, respectively, at March 31, 2014. At December 31, 2013, we had total capital of $212.8 million, comprised of stockholders’ equity of $175.6 million and total long term debt of $37.2 million. Our debt-to-total-capital ratio and debt-to-equity ratio were 17.5% and 21.2%, respectively, at December 31, 2013. The decrease in stockholders’ equity during the three months ended March 31, 2014 is attributed to dividends declared and common share repurchases which were partially offset by net income.

At March 31, 2014, UPCIC was in compliance with all of the covenants under its surplus note and its total adjusted capital was in excess of regulatory requirements. At March 31, 2014, UIH was in compliance with all of the covenants under the Term Loan and the DB Loan.

During the three months ended March 31, 2014, the Company repurchased an aggregate of 1.225 million shares of UIH’s common stock owned by Bradley I. Meier, the Company’s former Chairman, President and Chief Executive Officer, as discussed under “—Recent Developments”. The repurchase cost was an aggregate of $14.7 million and was funded using cash on hand.

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

Cash Dividends

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

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

 

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Contractual Obligations

The following table represents our contractual obligations for which cash flows are fixed or determinable as of March 31, 2014 (in thousands):

 

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

Unpaid losses and LAE, direct (1)

   $ 150,557       $ 76,332       $ 48,480       $ 17,314       $ 8,431   

Long-term debt

     42,229         7,615         18,025         3,744         12,845   

Operating leases

     775         754         21         —           —     

Employment Agreements (2)

     16,537         10,274         6,263         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total contractual obligations

   $ 210,098       $ 94,975       $ 72,789       $ 21,058       $ 21,276   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) There are generally no notional or stated amounts related to unpaid losses and LAE. Both the amounts and timing of future loss and LAE payments are estimates and subject to the inherent variability of legal and market conditions affecting the obligations and make the timing of cash outflows uncertain. The ultimate amount and timing of unpaid losses and LAE could differ materially from the amounts in the table above. Further, the unpaid losses and LAE do not represent all of the obligations that will arise under the contracts, but rather only the estimated liability incurred through March 31, 2014.
(2) These amounts represent minimum salaries, which may be subject to annual percentage increases, non-equity incentive compensation based on pre-tax or net income levels, and fringe benefits based on the remaining term of employment agreements we have with our executives. These amounts do not reflect equity awards of approximately 1.5 million shares of restricted common stock to be granted to executives in 2014 and 2015 under their employment agreements.

Critical Accounting Policies and Estimates

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

Related Party Transactions

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

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

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

Interest Rate Risk

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

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

 

    As of March 31, 2014  
    Amortized Cost     Fair Value  
    2014     2015     2016     2017     2018     Thereafter     Other (1)     Total     Total  

Fixed maturities

    —        $ 59,874      $ 61,815      $ 30,460      $ 53,155      $ 5,590      $ 90,953      $ 301,847      $ 300,346   

Weighted average interest rate

    —          1.25     1.16     3.40     1.80     1.72     1.83     1.73     1.73
    As of December 31, 2013  
    Amortized Cost     Fair Value  
    2014     2015     2016     2017     2018     Thereafter     Other (1)     Total     Total  

Fixed maturities

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

Weighted average interest rate

    7.43     1.16     1.29     3.88     1.79     1.97     1.73     1.84     1.83

 

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

The tables above represent average contract rates which differ from the book yield of the fixed maturities. The fixed maturity investments in our available for sale portfolio are comprised of United States government and agency securities, corporate bonds and mortgage-backed and asset-backed securities. United States government and agency securities are rated Aaa by Moody’s Investors Service, Inc., and AA+ by Standard and Poor’s Rating Services. The corporate bonds and mortgage-backed and asset-backed securities are investment-grade and have various ratings. In order for positions to be deemed investment-grade, they must carry a rating of Baa3 or higher by Moody’s Investors Service, Inc. and BBB or higher by Standard and Poor’s Rating Services.

 

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Table of Contents

Equity and Commodity Price Risk

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

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

 

     As of March 31, 2014     As of December 31, 2013  
     Fair Value      Percent     Fair Value      Percent  

Equity securities:

          

Common stock

   $ 7,250         12.1   $ 4,754         7.3

Mutual funds

     52,902         87.9     60,268         92.7
  

 

 

    

 

 

   

 

 

    

 

 

 

Total equity securities

   $ 60,152         100.0   $ 65,022         100.0
  

 

 

    

 

 

   

 

 

    

 

 

 

A hypothetical decrease of 20% in the market prices of each of the equity securities held at March 31, 2014, would have resulted in decreases of $12.0 million, in the fair value of the equity securities investment portfolio.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that disclosure controls and procedures were effective as of March 31, 2014, to ensure that information required to be disclosed by the Company in its reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control Over Financial Reporting

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

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to litigation in the normal course of our business. As of March 31, 2014, we were not a party to any non-routine litigation which is expected by management to have a material effect on our results of operations, financial condition or liquidity.

Item 1A. Risk Factors

In the opinion of management other than that which is described above, there have been no other material changes during the period covered by this Quarterly Report on Form 10-Q to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors”, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

 

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

A summary UIH’s repurchases of common stock for the three months ended March 31, 2014 is as follows:

 

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

1/1/14 - 1/31/14 (1)

     675,000       $ 11.11         —           —     

2/1/14 - 2/28/14

     —           —           —           —     

3/1/14 - 3/31/14 (1)

     550,000         13.16         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,225,000       $ 12.03         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Shares repurchased from Bradley I. Meier, the Company’s Former Chairman, President and Chief Executive Officer, in privately negotiated transactions. See “Item 1 — Note 7 (Stockholders’ Equity)” for additional information regarding the repurchases.

The summary of UIH’s repurchases of common stock for the three months ended December 31, 2013 reflected in our Annual Report on Form 10-K for the year then ended was incorrect as we inadvertently repeated the amounts presented for the quarter ended September 30, 2013. There were no repurchases of common stock for the quarter ended December 31, 2013. This did not have any impact on reported shares outstanding or earnings per share for the quarter ended December 31, 2013.

Under the DB Loan and Term Loan, so long as any amounts are outstanding thereunder, UIH will be restricted from paying dividends to its shareholders if an event of default (or an event, the giving of notice of which or with the lapse of time or both, would become an event of default) is continuing at the time of and immediately after paying such dividend. No amounts were outstanding under the DB Loan as of March 31, 2014. The Term Loan had a carrying value of $18.7 million as of March 31, 2014.

 

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Item 6. Exhibits

 

Exhibit No.

  

Exhibit

10.1    Repurchase Agreement, dated January 2, 2014, by and between Bradley I. Meier and the Company (1)
10.2    Repurchase Agreement, dated March 25, 2014, by and between Bradley I. Meier and the Company (2)
15.1    Accountants’ Acknowledgement
31.1    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32    Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
101.INS-XBRL    Instance Document *
101.SCH-XBRL    Taxonomy Extension Schema Document *
101.CAL-XBRL    Taxonomy Extension Calculation Linkbase Document *
101.DEF-XBRL    Taxonomy Extension Definition Linkbase Document *
101.LAB-XBRL    Taxonomy Extension Label Linkbase Document *
101.PRE-XBRL    Taxonomy Extension Presentation Linkbase Document *

 

* Filed herewith.
** Furnished herewith.
(1) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 6, 2014.
(2) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 25, 2014.

 

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SIGNATURES

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

 

      UNIVERSAL INSURANCE HOLDINGS, INC.
Date: May 8, 2014       /s/ Sean P. Downes
     

Sean P. Downes,

President and Chief Executive Officer

Date: May 8, 2014       /s/ Frank C. Wilcox
     

Frank C. Wilcox,

Chief Financial Officer and Principal Accounting Officer

 

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