| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
HOMEOWNERS OF AMERICA HOLDING CORPORATION
|
|
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
57-1219329
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
1333 Corporate Drive, Suite 325, Irving, TX 75038
|
(Address of principal executive offices)(Zip Code)
|
(972) 607-4241
|
(Registrant's telephone number, including area code)
|
|
(Former name, former address and former fiscal year, if changed since last report)
|
Large accelerated filer
|
Accelerated filer
|
Non-accelerated filer
|
Smaller Reporting Company
|
|
|
Page
No.
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|
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|
PART I
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FINANCIAL INFORMATION
|
|
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II
|
||
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Item 1.
|
||
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|
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Item 1A.
|
||
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Item 2.
|
||
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Item 6.
|
||
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|
September 30, 2014
|
December 31, 2013
|
||||||
|
(Unaudited)
|
|||||||
Assets:
|
||||||||
Cash and cash equivalents
|
$
|
8,944,973
|
$
|
8,104,310
|
||||
Short-term investments
|
3,581,429
|
4,151,011
|
||||||
Restricted cash and investments
|
2,800,000
|
1,000,000
|
||||||
Restricted fixed-maturity securities, available-for-sale, at fair value (amortized cost $539,518)
|
539,435
|
-
|
||||||
Fixed-maturity securities, available-for-sale, at fair value (amortized cost $3,163,792)
|
3,173,039
|
-
|
||||||
Long-term investments
|
1,470,000
|
1,960,000
|
||||||
Accrued investment income
|
55,045
|
8,853
|
||||||
Due and deferred premiums
|
4,490,889
|
4,169,824
|
||||||
Balance due from reinsurers
|
61,384,130
|
46,281,756
|
||||||
Property, equipment and software, net
|
355,344
|
244,516
|
||||||
Deferred policy acquisition costs
|
7,768,160
|
6,214,334
|
||||||
Prepaid expenses and other
|
276,241
|
128,195
|
||||||
Deferred tax assets, net
|
1,482,849
|
933,221
|
||||||
|
||||||||
Total assets
|
$
|
96,321,534
|
$
|
73,196,020
|
||||
|
||||||||
Liabilities:
|
||||||||
|
||||||||
Loss and loss adjustment expenses
|
$
|
17,738,009
|
$
|
15,884,062
|
||||
Advance premiums
|
137,786
|
90,854
|
||||||
Ceded reinsurance premiums payable
|
8,812,245
|
3,271,858
|
||||||
Unearned premiums
|
39,337,398
|
31,297,118
|
||||||
Unearned ceding commissions
|
11,010,825
|
8,067,162
|
||||||
Commissions payable, reinsurers and agents
|
2,923,426
|
3,716,423
|
||||||
General and other accrued expenses payable
|
5,342,986
|
1,906,265
|
||||||
Income tax payable
|
192,833
|
211,198
|
||||||
Taxes, licenses and other fees payable
|
351,597
|
474,503
|
||||||
|
||||||||
Total liabilities
|
85,847,105
|
64,919,443
|
||||||
Stockholders' equity:
|
||||||||
Preferred stock, convertible; 12.5% cumulative; $0.0001 par value per share; 20,500,000 shares authorized; no shares issued and outstanding as of September 30, 2014 and December 31, 2013
|
-
|
-
|
||||||
Common stock, $0.0001 par value per share; 40,000,000 shares authorized;17,479,852 shares issued and 16,168,852 shares outstanding as of September 30, 2014 and 17,181,140 shares issued and 15,831,140 shares outstanding as of December 31, 2013
|
1,617
|
1,583
|
||||||
Treasury stock, $0.0001 par value per share; 1,311,000 common shares as of September 30, 2014 and 1,350,000 common shares as of December 31, 2013
|
(131
|
)
|
(135
|
)
|
||||
Additional paid-in-capital
|
6,200,529
|
5,969,550
|
||||||
Accumulated other comprehensive income
|
9,164
|
-
|
||||||
Retained earnings
|
4,263,250
|
2,305,579
|
||||||
Total stockholders' equity
|
10,474,429
|
8,276,577
|
||||||
Total liabilities and stockholders' equity
|
$
|
96,321,534
|
$
|
73,196,020
|
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||||||
Revenues:
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
|
||||||||||||||||
Premiums earned
|
$
|
16,893,086
|
$
|
13,643,436
|
$
|
46,933,714
|
$
|
39,037,947
|
||||||||
Ceded premiums
|
(16,046,107
|
)
|
(12,390,289
|
)
|
(43,539,301
|
)
|
(35,494,253
|
)
|
||||||||
Net premiums earned
|
846,979
|
1,253,147
|
3,394,413
|
3,543,694
|
||||||||||||
Policy fees
|
1,578,900
|
1,286,995
|
4,188,500
|
3,497,765
|
||||||||||||
Ceding commissions and reinsurance profit share
|
5,078,682
|
3,044,488
|
12,375,912
|
8,143,900
|
||||||||||||
Investment income, net of investment expenses
|
10,647
|
9,339
|
19,888
|
31,684
|
||||||||||||
Loss adjustment and other fee income
|
334,277
|
288,289
|
1,159,478
|
984,384
|
||||||||||||
|
||||||||||||||||
Total revenue
|
7,849,485
|
5,882,258
|
21,138,191
|
16,201,427
|
||||||||||||
|
||||||||||||||||
Expenses:
|
||||||||||||||||
|
||||||||||||||||
Losses and loss adjustment expenses
|
554,486
|
547,080
|
1,990,625
|
1,967,627
|
||||||||||||
Policy acquisition and other underwriting expenses
|
4,521,009
|
3,300,522
|
11,939,855
|
9,370,086
|
||||||||||||
General and administrative expenses
|
1,246,887
|
1,057,808
|
4,197,353
|
3,071,369
|
||||||||||||
|
||||||||||||||||
Total expenses
|
6,322,382
|
4,905,410
|
18,127,833
|
14,409,082
|
||||||||||||
|
||||||||||||||||
Income before income taxes
|
1,527,103
|
976,848
|
3,010,358
|
1,792,345
|
||||||||||||
|
||||||||||||||||
Provision (benefit) for income taxes:
|
||||||||||||||||
Current
|
680,040
|
374,639
|
1,602,315
|
725,531
|
||||||||||||
Deferred
|
(149,527
|
)
|
(58,710
|
)
|
(549,628
|
)
|
(117,277
|
)
|
||||||||
Total income taxes
|
530,513
|
315,929
|
1,052,687
|
608,254
|
||||||||||||
|
||||||||||||||||
Net income
|
$
|
996,590
|
$
|
660,919
|
$
|
1,957,671
|
$
|
1,184,091
|
||||||||
|
||||||||||||||||
Cumulative preferred stock dividends
|
-
|
(255,215
|
)
|
-
|
(974,179
|
)
|
||||||||||
|
||||||||||||||||
Net income available to common stockholders
|
$
|
996,590
|
$
|
405,704
|
$
|
1,957,671
|
$
|
209,912
|
||||||||
|
||||||||||||||||
Basic income per common share
|
$
|
0.06
|
$
|
0.06
|
$
|
0.12
|
$
|
0.06
|
||||||||
Diluted income per common share
|
$
|
0.06
|
$
|
0.04
|
$
|
0.11
|
$
|
0.06
|
||||||||
Cash dividend declared per common share
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Net income
|
$
|
996,590
|
$
|
660,919
|
$
|
1,957,671
|
$
|
1,184,091
|
||||||||
Other comprehensive income:
|
||||||||||||||||
Change in unrealized gain on investments:
|
||||||||||||||||
Unrealized gain arising from the period
|
4,012
|
-
|
9,164
|
-
|
||||||||||||
Deferred income taxes on above change
|
-
|
-
|
-
|
-
|
||||||||||||
Total other comprehensive income, net of income taxes
|
4,012
|
-
|
9,164
|
-
|
||||||||||||
Comprehensive income
|
$
|
1,000,602
|
$
|
660,919
|
$
|
1,966,835
|
$
|
1,184,091
|
Additional
|
Accumulated
|
Total
|
||||||||||||||||||||||||||||||
Common Stock
|
Treasury Stock
|
Paid-In
|
Other Comprehensive
|
Retained
|
Shareholders'
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Income, net of Tax
|
Earnings
|
Equity
|
|||||||||||||||||||||||||
Balance December 31, 2013
|
15,831,140
|
$
|
1,583
|
1,350,000
|
$
|
(135
|
)
|
$
|
5,969,550
|
$
|
-
|
$
|
2,305,579
|
$
|
8,276,577
|
|||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
-
|
1,957,671
|
1,957,671
|
||||||||||||||||||||||||
Total other comprehensive income, net of income taxes
|
-
|
-
|
-
|
-
|
-
|
9,164
|
-
|
9,164
|
||||||||||||||||||||||||
Stock options exercised
|
10,250
|
1
|
-
|
-
|
7,849
|
-
|
-
|
7,850
|
||||||||||||||||||||||||
Common stock issued
|
327,462
|
33
|
(39,000
|
)
|
4
|
170,243
|
-
|
-
|
170,280
|
|||||||||||||||||||||||
Stock-based compensation
|
-
|
-
|
-
|
-
|
52,887
|
-
|
-
|
52,887
|
||||||||||||||||||||||||
Balance September 30, 2014
|
16,168,852
|
$
|
1,617
|
1,311,000
|
$
|
(131
|
)
|
$
|
6,200,529
|
$
|
9,164
|
$
|
4,263,250
|
$
|
10,474,429
|
Accumulated
|
||||||||||||||||||||||||||||||||||||||||||||||||
Additional
|
Other
|
Total
|
||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series A
|
Preferred Stock Series B
|
Common Stock
|
Treasury Stock
|
Paid-In
|
Comprehensive
|
Retained
|
Shareholders'
|
|||||||||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Income, net of Tax
|
Earnings
|
Equity
|
|||||||||||||||||||||||||||||||||||||
Balance December 31, 2012
|
4,500,000
|
$
|
450
|
500,000
|
$
|
50
|
900,000
|
$
|
90
|
-
|
$
|
-
|
$
|
4,906,000
|
$
|
-
|
$
|
336,816
|
$
|
5,243,406
|
||||||||||||||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,184,091
|
1,184,091
|
||||||||||||||||||||||||||||||||||||
Conversion of series A preferred stock
|
(4,500,000
|
)
|
(450
|
)
|
-
|
-
|
11,250,000
|
1,125
|
-
|
-
|
-
|
-
|
-
|
675
|
||||||||||||||||||||||||||||||||||
Conversion of series B preferred stock
|
-
|
-
|
(500,000
|
)
|
(50
|
)
|
1,250,000
|
125
|
-
|
-
|
-
|
-
|
-
|
75
|
||||||||||||||||||||||||||||||||||
Conversion of convertible note payable
|
-
|
-
|
-
|
-
|
2,158,875
|
216
|
-
|
-
|
950,000
|
-
|
-
|
950,216
|
||||||||||||||||||||||||||||||||||||
Conversion of interest on convertible note payable
|
-
|
-
|
-
|
-
|
147,277
|
15
|
-
|
-
|
64,716
|
-
|
-
|
64,731
|
||||||||||||||||||||||||||||||||||||
Repurchase of common stock
|
-
|
-
|
-
|
-
|
-
|
-
|
1,350,000
|
(135
|
)
|
(5,265
|
)
|
-
|
-
|
(5,400
|
)
|
|||||||||||||||||||||||||||||||||
Adjustment of par value to reflect forward stock split
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(889
|
)
|
-
|
-
|
(889
|
)
|
||||||||||||||||||||||||||||||||||
Balance September 30, 2013
|
-
|
$
|
-
|
-
|
$
|
-
|
15,706,152
|
$
|
1,571
|
1,350,000
|
$
|
(135
|
)
|
$
|
5,914,562
|
$
|
-
|
$
|
1,520,907
|
$
|
7,436,905
|
|
September 30, 2014
|
September 30, 2013
|
||||||
|
(Restated)
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
1,957,671
|
$
|
1,184,091
|
||||
Adjustments to reconcile net income to net cash provided by (used in) by operating activities:
|
||||||||
Depreciation & amortization
|
89,159
|
63,573
|
||||||
Accounting charge related to stock-based compensation expense
|
52,887
|
-
|
||||||
Common stock compensation for management services
|
150,000
|
-
|
||||||
Other stock issuance expense
|
20,280
|
-
|
||||||
Amortization of premium/accretion of discount, net
|
41,707
|
-
|
||||||
Deferred tax assets
|
(549,628
|
)
|
(117,277
|
)
|
||||
(Increase) decrease in:
|
||||||||
Accrued investment income
|
(46,192
|
)
|
(6,422
|
)
|
||||
Due and deferred premiums
|
(321,065
|
)
|
(202,786
|
)
|
||||
Balance due from reinsurers
|
(15,102,374
|
)
|
(10,509,618
|
)
|
||||
Deferred policy acquisition costs
|
(1,553,826
|
)
|
(875,320
|
)
|
||||
Deferred ceding commissions
|
-
|
682,421
|
||||||
TWIA assessments
|
-
|
80,040
|
||||||
Prepaid and other
|
(148,046
|
)
|
(81,548
|
)
|
||||
Increase (decrease) in:
|
||||||||
Losses and loss adjustment expenses
|
1,853,947
|
3,958,780
|
||||||
Advance premiums
|
46,932
|
66,488
|
||||||
Ceded reinsurance premiums payable
|
5,540,387
|
4,229,758
|
||||||
Unearned premiums
|
8,040,280
|
4,332,432
|
||||||
Ceded deferred premiums
|
-
|
(2,381,906
|
)
|
|||||
Unearned ceding commissions
|
2,943,663
|
1,142,418
|
||||||
Commissions payable, reinsurance & agents
|
(792,997
|
)
|
(4,112,204
|
)
|
||||
General and other accrued expenses
|
3,436,721
|
1,838,850
|
||||||
Interest on notes convertible
|
-
|
68,630
|
||||||
Income tax payable
|
(18,365
|
)
|
(109,690
|
)
|
||||
Taxes, licenses and other fees payable
|
(122,906
|
)
|
(277,785
|
)
|
||||
Net cash provided by (used in) operating activities
|
5,518,235
|
(1,027,075
|
)
|
|||||
Cash flows from investing activities:
|
||||||||
|
||||||||
Purchases of long-term certificate of deposit
|
(1,605,000
|
)
|
(2,703,305
|
)
|
||||
Maturities of long-term certificate of deposit
|
1,960,000
|
1,452,000
|
||||||
Purchases of short-term investments
|
(3,136,612
|
)
|
(1,440,195
|
)
|
||||
Maturities of short-term investments
|
2,041,194
|
1,862,181
|
||||||
Purchases of fixed-maturity securities, available-for-sale
|
(3,995,017
|
)
|
-
|
|||||
Call or maturity of fixed-maturity securities, available-for-sale
|
250,000
|
-
|
||||||
Additions to furniture, equipment and software
|
(199,987
|
)
|
(51,180
|
)
|
||||
Net cash used in investing activities
|
(4,685,422
|
)
|
(880,499
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Repurchase of common stock
|
-
|
(5,400
|
)
|
|||||
Proceeds from stock options exercised
|
7,850
|
-
|
||||||
Net cash provided by (used in) financing activities
|
7,850
|
(5,400
|
)
|
|||||
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
840,663
|
(1,912,974
|
)
|
|||||
|
||||||||
Cash and cash equivalents, beginning of period
|
8,104,310
|
10,194,375
|
||||||
|
||||||||
Cash and cash equivalents, end of the period
|
$
|
8,944,973
|
$
|
8,281,401
|
||||
|
||||||||
Supplemental disclosure of cash flow information:
|
||||||||
|
||||||||
Cash paid for income taxes
|
$
|
1,620,681
|
$
|
801,274
|
||||
Non cash investing from financing activities:
|
||||||||
Repayment of debt on convertible note and conversion to common stock
|
$
|
-
|
$
|
950,000
|
||||
Conversion of interest on convertible note
|
$
|
-
|
$
|
64,808
|
||||
|
Nine Months Ended
September 30, 2013
|
|||||||||||
|
As
Previously
Reported
|
Adjustment
|
As Restated
|
|||||||||
Consolidated Statements of Cash Flows:
|
||||||||||||
|
||||||||||||
Cash flows from operating activities
|
||||||||||||
General and other accrued expenses
|
$
|
52,117
|
$
|
1,786,733
|
$
|
1,838,850
|
||||||
|
||||||||||||
Net cash used in operating activities
|
(2,813,808
|
)
|
1,786,733
|
(1,027,075
|
)
|
|||||||
|
||||||||||||
Cash flows from investing activities
|
||||||||||||
Purchases of short term investments
|
(5,932,051
|
)
|
4,491,856
|
(1,440,195
|
)
|
|||||||
|
||||||||||||
Net cash used in investing activities
|
(5,372,355
|
)
|
4,491,856
|
(880,499
|
)
|
|||||||
|
||||||||||||
Net decrease in cash and cash equivalents
|
(8,191,563
|
)
|
6,278,589
|
(1,912,974
|
)
|
|||||||
|
||||||||||||
Cash and cash equivalents, beginning of period
|
10,194,375
|
-
|
10,194,375
|
|||||||||
|
||||||||||||
Cash and cash equivalents, end of period
|
$
|
2,002,812
|
$
|
6,278,589
|
$
|
8,281,401
|
Restricted cash and investments
|
September 30, 2014
|
December 31, 2013
|
||||||
Money Market
|
$
|
300,000
|
$
|
215,000
|
||||
Certificates of Deposit
|
2,500,000
|
785,000
|
||||||
US Treasury Bond
|
539,435
|
-
|
||||||
|
$
|
3,339,435
|
$
|
1,000,000
|
|
September 30, 2014
|
December 31, 2013
|
||||||||||||||
|
Book Value
|
Fair Value /
Carrying Value
|
Book Value
|
Fair Value /
Carrying Value
|
||||||||||||
Financial Assets:
|
||||||||||||||||
|
||||||||||||||||
Restricted certificates of deposit
|
$
|
2,500,000
|
$
|
2,500,000
|
$
|
785,000
|
$
|
785,000
|
||||||||
Restricted money markets
|
300,000
|
300,000
|
215,000
|
215,000
|
||||||||||||
Long-term investments
|
1,470,000
|
1,470,000
|
1,960,000
|
1,960,000
|
||||||||||||
Short-term investments
|
3,581,429
|
3,581,429
|
4,151,011
|
4,151,011
|
||||||||||||
Total
|
$
|
7,851,429
|
$
|
7,851,429
|
$
|
7,111,011
|
$
|
7,111,011
|
|
September 30, 2014
|
|
December 31, 2013
|
|
||||||||
|
Range of Maturities
|
|
Interest Rates
|
|
Range of Maturities
|
|
Interest Rates
|
|
||||
Restricted certificates of deposit
|
Less than 1 year
|
|
|
0.10% - 0.40%
|
|
|
Less than 1 year
|
0.10% - 0.25%
|
||||
Restricted money markets
|
Less than 1 year
|
|
|
-
|
|
|
Less than 1 year
|
|
|
-
|
||
Long-term investments
|
More than 1 year
|
|
|
0.75% - 1.40%
|
|
|
More than 1 year
|
0.30% - 0.70%
|
||||
Short-term investments
|
Less than 1 year
|
|
|
0.35% - 0.80%
|
|
|
Less than 1 year
|
0.20% - 1.24%
|
|
September 30, 2014
|
|||||||||||||||
|
Gross Unrealized
|
|||||||||||||||
|
Amortized Cost
|
Gains
|
Losses
|
Fair Value
|
||||||||||||
Fixed Maturities:
|
||||||||||||||||
|
||||||||||||||||
Obligations of states, municipalities and political subdivisions
|
$
|
3,163,792
|
$
|
11,548
|
$
|
(2,301
|
)
|
$
|
3,173,039
|
|||||||
U.S. Treasury- held as restricted
|
539,518
|
231
|
(314
|
)
|
539,435
|
|||||||||||
Total Fixed Maturities
|
$
|
3,703,310
|
$
|
11,779
|
$
|
(2,615
|
)
|
$
|
3,712,474
|
|
September 30, 2014
|
|||||||
|
||||||||
Remaining Time to Maturity
|
Amortized Cost Basis
|
Fair Value
|
||||||
|
||||||||
Less than one year
|
$
|
418,771
|
$
|
420,174
|
||||
One to five years
|
1,454,913
|
1,458,595
|
||||||
Five to ten years
|
757,413
|
757,855
|
||||||
More than ten years
|
1,072,213
|
1,075,850
|
||||||
Total
|
$
|
3,703,310
|
$
|
3,712,474
|
·
|
the financial condition and near-term prospects of the issuer, including any specific events that may affect its operations or earnings;
|
·
|
the length of time and the extent to which the market value of the security has been below its cost or amortized cost;
|
·
|
general market conditions and industry or sector specific factors;
|
·
|
nonpayment by the issuer of its contractually obligated interest and principal payments; and
|
·
|
the Company's intent and ability to hold the investment for a period of time sufficient to allow for the recovery of costs.
|
● | Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities. These inputs are considered to be the most reliable evidence of fair value. |
● | Level 2 – quoted prices for similar assets in active markets, quoted prices from those willing to trade in markets that are not active, or other inputs that are observable or can be corroborated by market data for the term of the investment. Such inputs include market interest rates and volatilities, spreads and yield curves. |
● | Level 3 – termed unobservable inputs which are utilized in situations where there is little or no market activity for the asset or liability at the measurement date. The approach typically involves a significant subjective management judgment toward the pricing of the security. |
Fair Value Measurements Using
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
As of September 30, 2014
|
||||||||||||||||
Money market mutual funds
|
$
|
5,640,249
|
$
|
-
|
$
|
-
|
$
|
5,640,249
|
||||||||
Restricted money market mutual funds
|
300,000
|
-
|
-
|
300,000
|
||||||||||||
Securities-available-for-sale fixed-maturity:
|
||||||||||||||||
Obligations of states, municipalities and political subdivisions
|
-
|
3,173,039
|
-
|
3,173,039
|
||||||||||||
U.S. Treasury
|
-
|
539,435
|
-
|
539,435
|
||||||||||||
Total
|
$
|
5,940,249
|
$
|
3,712,474
|
$
|
-
|
$
|
9,652,723
|
||||||||
|
||||||||||||||||
|
Fair Value Measurements Using
|
|||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
As of December 31, 2013
|
||||||||||||||||
Money market mutual funds
|
$
|
5,903,478
|
$
|
-
|
$
|
-
|
$
|
5,903,478
|
||||||||
Securities-available-for-sale fixed-maturity:
|
||||||||||||||||
Obligations of states, municipalities and political subdivisions
|
-
|
-
|
-
|
-
|
||||||||||||
U.S. Treasury
|
-
|
-
|
-
|
-
|
||||||||||||
Total
|
$
|
5,903,478
|
$
|
-
|
$
|
-
|
$
|
5,903,478
|
|
September 30, 2014
|
December 31, 2013
|
Useful Life
|
||||||
Computer equipment
|
$
|
231,860
|
$
|
222,225
|
3 years
|
||||
Office equipment
|
17,409
|
13,999
|
5 years
|
||||||
Furniture and fixtures
|
142,450
|
106,524
|
5 years
|
||||||
Software installation and development
|
901,216
|
750,200
|
3 years
|
||||||
Total, at cost
|
1,292,935
|
1,092,948
|
|
||||||
Less accumulated depreciation and amortization
|
(937,591
|
)
|
(848,432
|
)
|
|
||||
Property and equipment, net
|
$
|
355,344
|
$
|
244,516
|
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
|
September 30, 2014
|
September 30, 2013
|
September 30, 2014
|
September 30, 2013
|
||||||||||||
Deferred policy acquisition charges, beginning of the period
|
$
|
6,977,702
|
$
|
5,570,771
|
$
|
6,214,334
|
$
|
5,274,515
|
||||||||
Capitalized costs
|
4,107,806
|
3,112,886
|
10,766,212
|
8,211,996
|
||||||||||||
Amortized costs
|
(3,317,348
|
)
|
(2,533,822
|
)
|
(9,212,386
|
)
|
(7,336,676
|
)
|
||||||||
Deferred policy acquisition charges, end of the period
|
$
|
7,768,160
|
$
|
6,149,835
|
$
|
7,768,160
|
$
|
6,149,835
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
|
September 30, 2014
|
September 30, 2013
|
September 30, 2014
|
September 30, 2013
|
||||||||||||
Deferred ceding commission, beginning of the period
|
$
|
-
|
$
|
1,493
|
$
|
-
|
$
|
683,914
|
||||||||
Capitalized commissions
|
-
|
4,246,185
|
-
|
11,205,306
|
||||||||||||
Amortized commissions
|
-
|
(4,246,185
|
)
|
-
|
(11,887,727
|
)
|
||||||||||
Deferred ceding commission, end of the period
|
$
|
-
|
$
|
1,493
|
$
|
-
|
$
|
1,493
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
|
September 30,
|
September 30,
|
||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
Reserve for losses and LAE, beginning of period
|
$
|
21,873,167
|
$
|
15,019,644
|
$
|
15,884,062
|
$
|
11,641,296
|
||||||||
Reinsurance recoverables on losses and LAE
|
(21,025,809
|
)
|
(13,943,102
|
)
|
(15,090,175
|
)
|
(10,618,032
|
)
|
||||||||
Reserve for losses and LAE, net of reinsurance recoverables at beginning of year
|
847,358
|
1,076,542
|
793,887
|
1,023,264
|
||||||||||||
|
||||||||||||||||
Add provision for claims and LAE occurring in:
|
||||||||||||||||
Current year
|
157,986
|
437,080
|
1,293,220
|
1,958,627
|
||||||||||||
Prior years
|
396,500
|
110,000
|
697,405
|
9,000
|
||||||||||||
|
||||||||||||||||
Net incurred losses and LAE during the current period
|
554,486
|
547,080
|
1,990,625
|
1,967,627
|
||||||||||||
|
||||||||||||||||
Deduct payments for claims and LAE occurring in:
|
||||||||||||||||
Current year
|
419,573
|
569,658
|
1,432,689
|
1,430,927
|
||||||||||||
Prior years
|
144,171
|
13,000
|
513,723
|
519,000
|
||||||||||||
|
||||||||||||||||
Net claim and LAE payments during the current period
|
563,744
|
582,658
|
1,946,412
|
1,949,927
|
||||||||||||
|
||||||||||||||||
Reserve for losses and LAE, net of reinsurance recoverables, at end of period
|
838,100
|
1,040,964
|
838,100
|
1,040,964
|
||||||||||||
|
||||||||||||||||
Reinsurance recoverables on losses and LAE
|
16,899,909
|
14,559,112
|
16,899,909
|
14,559,112
|
||||||||||||
|
||||||||||||||||
Reserve for losses and LAE, end of period
|
$
|
17,738,009
|
$
|
15,600,076
|
$
|
17,738,009
|
$
|
15,600,076
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Basic earnings per common share
|
||||||||||||||||
Net income
|
$
|
996,590
|
$
|
660,919
|
$
|
1,957,671
|
$
|
1,184,091
|
||||||||
Cumulative dividend
|
-
|
(255,215
|
)
|
-
|
(974,179
|
)
|
||||||||||
Adjusted net income
|
$
|
996,590
|
$
|
405,704
|
$
|
1,957,671
|
$
|
209,912
|
||||||||
Weighted average common shares outstanding
|
16,162,352
|
6,735,384
|
16,112,634
|
3,745,128
|
||||||||||||
Basic earnings per common share
|
$
|
0.06
|
$
|
0.06
|
$
|
0.12
|
$
|
0.06
|
||||||||
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Diluted earnings per common share
|
||||||||||||||||
Net income
|
$
|
996,590
|
$
|
660,919
|
$
|
1,957,671
|
$
|
1,184,091
|
||||||||
Add interest expense on convertible promissory notes
|
-
|
11,482
|
-
|
-
|
||||||||||||
Adjusted net income
|
$
|
996,590
|
$
|
672,401
|
$
|
1,957,671
|
$
|
1,184,091
|
||||||||
Weighted average common shares outstanding
|
16,162,352
|
16,728,462
|
16,112,634
|
3,745,128
|
||||||||||||
Effect of diluted securities:
|
||||||||||||||||
Stock options
|
942,250
|
702,500
|
942,250
|
-
|
||||||||||||
Diluted common shares outstanding
|
17,104,602
|
17,430,962
|
17,054,884
|
3,745,128
|
||||||||||||
Diluted earnings per common share
|
$
|
0.06
|
$
|
0.04
|
$
|
0.11
|
$
|
0.06
|
Number of Options
|
Weighted Avg Exercise Price
|
Weighted Avg Remaining Cont. Term
|
Aggregate Intrinsic Value (in thousands)
|
|||||||||||||
Outstanding at December 31, 2013
|
2,708,750
|
$
|
0.58
|
8.41
|
$
|
4
|
||||||||||
Outstanding at March 31, 2014
|
2,708,750
|
$
|
0.58
|
8.16
|
$
|
21
|
||||||||||
Outstanding at June 30, 2014
|
2,708,750
|
$
|
0.58
|
7.91
|
$
|
22
|
||||||||||
Outstanding at September 30, 2014
|
2,738,500
|
$
|
0.59
|
7.57
|
$
|
21
|
||||||||||
Exercisable at September 30, 2014
|
942,250
|
$
|
0.73
|
5.14
|
$
|
5
|
||||||||||
Outstanding at December 31, 2012
|
783,750
|
$
|
0.78
|
5.91
|
$
|
-
|
||||||||||
Outstanding at March 31, 2013
|
783,750
|
$
|
0.78
|
5.66
|
$
|
-
|
||||||||||
Outstanding at June 30, 2013
|
783,750
|
$
|
0.78
|
5.41
|
$
|
-
|
||||||||||
Outstanding at September 30, 2013
|
783,750
|
$
|
0.78
|
5.16
|
$
|
-
|
||||||||||
Exercisable at September 30, 2013
|
702,500
|
$
|
0.80
|
4.90
|
$
|
-
|
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
|
||||||||||||||||
Total gross compensation expense
|
$
|
8,719
|
$
|
-
|
$
|
52,887
|
$
|
-
|
||||||||
Total tax benefit associated with compensation expense
|
(172
|
)
|
-
|
(7,507
|
)
|
-
|
||||||||||
Total net compensation expense
|
$
|
8,547
|
$
|
-
|
$
|
45,380
|
$
|
-
|
|
||||||||||||||||||||||||
|
Three
|
Year ending December 31,
|
||||||||||||||||||||||
|
months
|
|||||||||||||||||||||||
|
ending
|
|||||||||||||||||||||||
|
December 31, 2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
||||||||||||||||||
Total gross unrecognized compensation expense
|
$
|
8,736
|
$
|
34,944
|
$
|
34,944
|
$
|
34,944
|
$
|
28,365
|
$
|
81
|
||||||||||||
Tax benefit associated with unrecognized compensation expense
|
(172
|
)
|
(686
|
)
|
(686
|
)
|
(686
|
)
|
(556
|
)
|
-
|
|||||||||||||
Total net unrecognized compensation expense
|
$
|
8,564
|
$
|
34,258
|
$
|
34,258
|
$
|
34,258
|
$
|
27,809
|
$
|
81
|
|
Three Months Ended
September 30, 2014
|
Three Months Ended
September 30, 2013
|
||||||||||||||
|
||||||||||||||||
|
Written
|
Earned
|
Written
|
Earned
|
||||||||||||
|
||||||||||||||||
Direct premiums
|
$
|
21,057,409
|
$
|
16,893,086
|
$
|
16,398,118
|
$
|
13,643,436
|
||||||||
Ceded premiums
|
(18,648,417
|
)
|
(16,046,107
|
)
|
(14,641,816
|
)
|
(12,390,289
|
)
|
||||||||
Net Premiums
|
$
|
2,408,992
|
$
|
846,979
|
$
|
1,756,302
|
$
|
1,253,147
|
|
Nine Months Ended
September 30, 2014
|
Nine Months Ended
September 30, 2013
|
||||||||||||||
|
||||||||||||||||
|
Written
|
Earned
|
Written
|
Earned
|
||||||||||||
|
||||||||||||||||
Direct premiums
|
$
|
54,973,994
|
$
|
46,933,714
|
$
|
43,370,380
|
$
|
39,037,947
|
||||||||
Ceded premiums
|
(48,567,557
|
)
|
(43,539,301
|
)
|
(38,659,828
|
)
|
(35,494,253
|
)
|
||||||||
Net Premiums
|
$
|
6,406,437
|
$
|
3,394,413
|
$
|
4,710,552
|
$
|
3,543,694
|
|
September 30, 2014
|
December 31, 2013
|
||||||
Ceded premiums payable
|
$
|
8,812,245
|
$
|
3,271,858
|
||||
Ceded loss and loss adjustment expense reserve
|
$
|
16,899,909
|
$
|
15,090,175
|
||||
Ceded unearned premium reserve
|
$
|
34,836,484
|
$
|
27,924,037
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
|
September 30, 2014
|
September 30, 2013
|
September 30, 2014
|
September 30, 2013
|
||||||||||||
Ceded loss adjustment expenses
|
$
|
746,877
|
$
|
1,125,971
|
$
|
3,394,533
|
$
|
3,560,184
|
||||||||
Ceded earned premiums
|
$
|
16,046,107
|
$
|
12,390,289
|
$
|
43,539,301
|
$
|
35,494,253
|
2014 (3 months)
|
$
|
41,712
|
||
2015
|
166,848
|
|||
2016
|
174,709
|
|||
2017
|
91,284
|
|||
2018
|
22,188
|
|||
2019
|
12,519
|
|||
|
$
|
509,260
|
·
|
Texas seasonally adjusted unemployment was 5.2% at September month end, as compared to the national U.S. of 5.9%.
|
·
|
Single family building permits were up 17.9% year over year as of September month end and single family home sales were up 7.3% year over year as of September month end.
|
·
|
Texas nonfarm employment rate increased 3.7% at September month end, as compared to an increase of the national U.S. rate of 2.0%.
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
Revenues:
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
Premiums earned
|
$
|
16,893,086
|
$
|
13,643,436
|
$
|
46,933,714
|
$
|
39,037,947
|
||||||||
Ceded premiums
|
(16,046,107
|
)
|
(12,390,289
|
)
|
(43,539,301
|
)
|
(35,494,253
|
)
|
||||||||
Net premiums earned
|
846,979
|
1,253,147
|
3,394,413
|
3,543,694
|
||||||||||||
Policy fees
|
1,578,900
|
1,286,995
|
4,188,500
|
3,497,765
|
||||||||||||
Ceding commissions and reinsurance profit share
|
5,078,682
|
3,044,488
|
12,375,912
|
8,143,900
|
||||||||||||
Investment income, net of investment expenses
|
10,647
|
9,339
|
19,888
|
31,684
|
||||||||||||
Loss adjustment and other fee income
|
334,277
|
288,289
|
1,159,478
|
984,384
|
||||||||||||
Total revenue
|
7,849,485
|
5,882,258
|
21,138,191
|
16,201,427
|
||||||||||||
Expenses:
|
||||||||||||||||
Losses and loss adjustment expenses
|
554,486
|
547,080
|
1,990,625
|
1,967,627
|
||||||||||||
Policy acquisition and other underwriting expenses
|
4,521,009
|
3,300,522
|
11,939,855
|
9,370,086
|
||||||||||||
General and administrative expenses
|
1,246,887
|
1,057,808
|
4,197,353
|
3,071,369
|
||||||||||||
Total expenses
|
6,322,382
|
4,905,410
|
18,127,833
|
14,409,082
|
||||||||||||
Income before income taxes
|
1,527,103
|
976,848
|
3,010,358
|
1,792,345
|
||||||||||||
Provision (benefit) for income taxes:
|
||||||||||||||||
Current
|
680,040
|
374,639
|
1,602,315
|
725,531
|
||||||||||||
Deferred
|
(149,527
|
)
|
(58,710
|
)
|
(549,628
|
)
|
(117,277
|
)
|
||||||||
Total income taxes
|
530,513
|
315,929
|
1,052,687
|
608,254
|
||||||||||||
Net income
|
$
|
996,590
|
$
|
660,919
|
$
|
1,957,671
|
$
|
1,184,091
|
||||||||
Cumulative preferred stock dividends
|
-
|
(255,215
|
)
|
-
|
(974,179
|
)
|
||||||||||
Net income available to common stockholders
|
$
|
996,590
|
$
|
405,704
|
$
|
1,957,671
|
$
|
209,912
|
||||||||
Basic income per common share
|
$
|
0.06
|
$
|
0.06
|
$
|
0.12
|
$
|
0.06
|
||||||||
Diluted income per common share
|
$
|
0.06
|
$
|
0.04
|
$
|
0.11
|
$
|
0.06
|
||||||||
Cash dividend declared per common share
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||
Losses and loss adjustment expenses to net earned premium
|
65.47
|
%
|
43.66
|
%
|
58.64
|
%
|
55.52
|
%
|
||||||||
Expenses to direct earned premium
|
34.14
|
%
|
31.94
|
%
|
34.38
|
%
|
31.87
|
%
|
||||||||
Acquisition & underwriting and other operating expenses to fee income
|
82.49
|
%
|
94.34
|
%
|
91.05
|
%
|
98.54
|
%
|
||||||||
Combined loss & expense to total earned revenue
|
80.65
|
%
|
83.53
|
%
|
85.84
|
%
|
89.11
|
%
|
|
Three Months Ended
|
|||||||
|
September 30,
|
|||||||
|
2014
|
2013
|
||||||
Net premiums written
|
$
|
2,409
|
$
|
1,756
|
||||
Change in unearned premium
|
(476
|
)
|
(278
|
)
|
||||
Catastrophe & EXOL premium
|
(1,086
|
)
|
(225
|
)
|
||||
Net premiums earned
|
$
|
847
|
$
|
1,253
|
|
Nine Months Ended
|
|||||||
|
September 30,
|
|||||||
|
2014
|
2013
|
||||||
Net premiums written
|
$
|
6,406
|
$
|
4,711
|
||||
Change in unearned premium
|
(1,128
|
)
|
(340
|
)
|
||||
Catastrophe & EXOL premium
|
(1,884
|
)
|
(827
|
)
|
||||
Net premiums earned
|
$
|
3,394
|
$
|
3,544
|
|
Nine Months Ended
|
|||||||
|
September 30,
|
|||||||
|
2014
|
2013
|
||||||
|
||||||||
Net cash provided by (used in) operating activities
|
$
|
5,518,235
|
$
|
(1,027,075
|
)
|
|||
Net cash used in investing activities
|
$
|
(4,685,422
|
)
|
$
|
(880,499
|
)
|
||
Net cash provided by (used in) financing activities
|
$
|
7,850
|
$
|
(5,400
|
)
|
(a) | Sales of Unregistered Securities |
(b) | Use of Proceeds |
(c) | Repurchase of Securities |
10.1*
|
Top Layer Property Catastrophe Excess of Loss Reinsurance Contract between Homeowners of America Insurance Company and participants American Standard Insurance Company of Wisconsin, Everest Reinsurance Company, Hamilton Re, Ltd., Hannover Re Ltd., Shelter Reinsurance Company, XL Re Ltd., Fubon Insurance Co., Ltd., Sirius International Insurance Corporation for and on behalf of P.R.A.M., Taiping Reinsurance Co. Ltd., and Lloyd's Underwriters, effective August 1, 2014.
|
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 pursuant to 18 U.S.C. Section 1350, as adopted 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
|
|
HOMEOWNERS OF AMERICA HOLDING CORPORATION
|
|
|
|
|
November 14, 2014
|
By:
|
/s/ Spencer Tucker
|
|
|
Spencer Tucker
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
November 14, 2014
|
By:
|
/s/ Michael C. Rosentraub
|
|
|
Michael C. Rosentraub
|
|
|
Chief Financial Officer
|
14\H00H1058
|
![]() |
14\H00H1058
|
![]() |
A. | This Contract shall become effective at 12:01 a.m., Central Standard Time, August 1, 2014, with respect to losses arising out of loss occurrences commencing at or after that time and date, and shall remain in force until 12:01 a.m., Central Standard Time, December 1, 2014. |
B. | Notwithstanding the provisions of paragraph A above, the Company may terminate a Subscribing Reinsurer's percentage share in this Contract in the event any of the following circumstances occur as clarified by public announcement or upon discovery: |
1. | The Subscribing Reinsurer's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's accounting system) after the earlier of: (a) the inception of this Contract, or (b) the date lines are bound for this Contract, has been reduced by more than 20.0% of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or |
2. | The Subscribing Reinsurer's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's accounting system) at any time between the earlier of: (a) the inception of this Contract, or (b) the date lines are bound for this Contract, and the date of termination of this Contract has been reduced by more than 20.0% of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's most recent financial statement filed with regulatory authorities and available to the public as of the date lines are bound; or |
3. | A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease assuming business; or |
4. | The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision, administration, winding-up or under a scheme of arrangement, or similar proceedings (whether voluntary or involuntary) or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or |
5. | The Subscribing Reinsurer has reinsured its entire liability under this Contract without the Company's prior written consent; or |
6. | The A.M. Best's rating for the Subscribing Reinsurer has been assigned or downgraded below A- (inclusive of "Not Rated" ratings), or the published rating issued by Standard & Poor's has been downgraded below BBB+ (inclusive of "Not Rated" ratings); or |
7. | The Subscribing Reinsurer has become merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or |
8. | The Subscribing Reinsurer has ceased assuming new or renewal property or casualty treaty reinsurance business. |
C. | In the event a Subscribing Reinsurer experiences one or more of the circumstances specified in paragraph B above, the Subscribing Reinsurer shall notify the Company as promptly as possible and shall hereinafter be referred to as a "Special Circumstance Reinsurer." To terminate a Special Circumstance Reinsurer's percentage share in this Contract, the Company must provide the Special Circumstance Reinsurer with written notice as set forth in the Notices and Contract Execution Article. Such notice shall include the effective date of termination as selected by the Company and shall be one of the following: |
1. | The date of written notice provided by the Special Circumstance Reinsurer; or |
2. | The last day of the month prior to the date of written notice provided by the Special Circumstance Reinsurer; or |
3. | The last day of any month after the date of written notice provided by the Special Circumstance Reinsurer; or |
4. | The date of the Company's written notice to the Special Circumstance Reinsurer advising of the termination. |
D. | If any Subscribing Reinsurer's percentage share in this Contract is terminated or if this Contract expires while a loss occurrence covered hereunder is in progress, the Reinsurer's liability hereunder shall, subject to the other terms and conditions of this Contract, be determined as if the entire loss occurrence had occurred prior to the termination or expiration of this Contract, provided that no part of such loss occurrence is claimed against any renewal or replacement of this Contract. |
1. | Financial guarantee and insolvency. |
2. | Nuclear risks as defined in the "Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance (U.S.A.)" attached to and forming part of this Contract. |
3. | Loss or damage caused by or resulting from war, invasion, hostilities, acts of foreign enemies, civil war, rebellion, insurrection, military or usurped power, or martial law or confiscation by order of any government or public authority, but this exclusion shall not apply to loss or damage covered under a standard policy with a standard War Exclusion Clause. |
4. | Loss or liability excluded under the provisions of the "Pools, Associations and Syndicates Exclusion Clause" attached to and forming part of this Contract. |
5. | All liability of the Company arising by contract, operation of law, or otherwise, from its participation or membership, whether voluntary or involuntary, in any insolvency fund. "Insolvency fund" includes any guaranty fund, insolvency fund, plan, pool, association, fund or other arrangement, however denominated, established or governed, which provides for any assessment of or payment or assumption by the Company of part or all of any claim, debt, charge, fee or other obligation of an insurer, or its successors or assigns, which has been declared by any competent authority to be insolvent, or which is otherwise deemed unable to meet any claim, debt, charge, fee or other obligation in whole or in part. |
6. | All third party liability, including Section II of Homeowners. |
7. | Loss or damage to growing or standing crops. |
8. | Pollution and seepage coverages excluded under the provisions of the "Pollution and Seepage Exclusion Clause (BRMA 39A)" attached to and forming part of this Contract. |
9. | Terrorism, as described in the provisions of the "Terrorism Exclusion (NMA 2930c)" attached to and forming part of this Contract. |
10. | Flood and/or earthquake when written as such. |
11. | Loss, damage, cost or expense arising from fungi unless directly or indirectly caused by or contributed to by or arising from a covered peril under the Company's original policy. Losses arising from fungi shall not in and of themselves constitute an event for the purposes of recovery hereunder. For the purposes of this Contract, "fungi" means any type or form of fungus, including mold or mildew and any mycotoxins, spores, scents or by products produced or released by "fungi." |
12. | Reinsurance assumed. |
13. | Growing, standing or drying crops or timber. |
B. | Any exclusion set forth in paragraph A (except exclusions set forth in subparagraphs 1, 2, 3, 5, 6 and 9) shall be waived automatically when, in the opinion of the Company, the exposure excluded therein is incidental to the principal exposure on the risk in question. |
C. | If the Company is bound, without the knowledge and contrary to the instructions of the Company's supervisory underwriting personnel, on any business falling within the scope of one or more of the exclusions set forth in paragraph A (except exclusions set forth in subparagraphs 1, 2, 3, 5, 6 and 9), the exclusion shall be suspended with respect to such business until 30 days after an underwriting supervisor of the Company acquires knowledge thereof or until the minimum amount of time required by the applicable statute or regulatory authority to cancel such a policy has elapsed, whichever is greater. |
D. | If the Company is required to accept an assigned risk which conflicts with one or more of the exclusions set forth in paragraph A (except exclusions set forth in subparagraphs 1, 2, 3, 5, 6 and 9), reinsurance shall apply, but only for the difference between the Company's retention and the minimum limit required by the applicable state statute, and in no event shall the Reinsurer's liability exceed the applicable limits set forth in the Retention and Limit and Reinstatement Articles. |
B. | In the event a reinsurer becomes a party to this Contract subsequent to one or more special acceptances hereunder, the new reinsurer shall automatically accept such special acceptance(s) as being covered hereunder. Further, if one or more Subscribing Reinsurers under this Contract agreed to special acceptance(s) under the contract being replaced by this Contract, such special acceptance(s) shall be automatically covered hereunder with respect to the interests and liabilities of such Subscribing Reinsurer(s). |
A. | The Company shall retain and be liable for the first $110,000,000 of ultimate net loss arising out of each loss occurrence. The Reinsurer shall then be liable for the amount by which such ultimate net loss exceeds the Company's retention, but the liability of the Reinsurer shall not exceed $30,000,000 as respects any one loss occurrence. |
B. | No claim shall be made hereunder in any one loss occurrence unless at least two risks insured by the Company are involved in such loss occurrence. For the purposes of this Contract, the Company shall be the sole judge of what constitutes "one risk." |
A. | In the event all or any portion of the reinsurance hereunder is exhausted by loss, the amount so exhausted shall be reinstated immediately from the time the loss occurrence commences hereon. For each amount so reinstated, the Company agrees to pay additional premium in accordance with the provisions of the Reinsurance Premium Article. |
B. | Notwithstanding anything stated herein, the liability of the Reinsurer hereunder shall not exceed $30,000,000 as respects loss or losses arising out of any one loss occurrence, nor shall it exceed $60,000,000 as respects all losses arising out of loss occurrences commencing during the term of this Contract. |
A. | "Loss adjustment expense" as used herein shall mean costs and expenses assignable to the investigation, appraisal, adjustment, settlement, litigation, defense and/or appeal of specific claims, regardless of how such expenses are classified for statutory reporting purposes. Loss adjustment expense shall include, but not be limited to: |
1. | Interest on judgments (including post-judgment interest and pre-judgment interest unless included as part of an award or judgment); |
2. | Expenses of outside adjusters and adjuster expenses incurred by Homeowners of America MGA, Inc.; |
3. | Expenses and a pro rata share of salaries of the Company's field employees, calculated in accordance with the time occupied in adjusting such loss, and expenses of other employees of the Company who have been temporarily diverted from their normal and customary duties and assigned to the adjustment of losses covered by this Contract; |
4. | Declaratory judgment expenses or other legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto; |
5. | Court costs; |
6. | Costs of supersedeas and appeal bonds; |
7. | Monitoring counsel expenses. |
B. | "Loss in excess of policy limits" and "extra contractual obligations" as used herein shall mean: |
1. | "Loss in excess of policy limits" shall mean 90.0% of any amount paid or payable by the Company in excess of its policy limits, but otherwise within the terms of its policy, such loss in excess of the Company's policy limits having been incurred because of, but not limited to, failure by the Company to settle within the policy limits or by reason of the Company's alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of an action against its insured or in the preparation or prosecution of an appeal consequent upon such an action. |
2. | "Extra contractual obligations" shall mean 90.0% of any punitive, exemplary, compensatory or consequential damages paid or payable by the Company, not covered by any other provision of this Contract and which arise from the handling of any claim on business subject to this Contract, such liabilities arising because of, but not limited to, failure by the Company to settle within the policy limits or by reason of the Company's alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of an action against its insured or in the preparation or prosecution of an appeal consequent upon such an action. An extra contractual obligation shall be deemed, in all circumstances, to have occurred on the same date as the loss covered or alleged to be covered under the policy. |
C. | "Policies" as used herein shall mean all policies, contracts and binders of insurance, whether held covered provisionally or otherwise. |
D. | "Term of this Contract" as used herein shall mean the period from 12:01 a.m., Central Standard Time, August 1, 2014, to 12:01 a.m., Central Standard Time, December 1, 2014. However, if this Contract or the participation of a Subscribing Reinsurer is terminated, "term of this Contract" as used herein shall mean the period from 12:01 a.m., Central Standard Time, August 1, 2014, to the effective time and date of termination. |
E. | "Ultimate net loss" as used herein shall mean the sum or sums (including loss in excess of policy limits, extra contractual obligations and loss adjustment expense, as defined herein) paid or payable by the Company in settlement of claims and in satisfaction of judgments rendered on account of such claims, after deduction of all claims on inuring reinsurance, whether collectible or not, and all salvage and other recoveries. Nothing herein shall be construed to mean that losses under this Contract are not recoverable until the Company's ultimate net loss has been ascertained. |
A. | The Company shall maintain in force property per risk excess of loss treaty reinsurance, recoveries under which shall inure to the benefit of this Contract. |
B. | The Company shall be permitted to carry other reinsurance, recoveries under which shall inure solely to the benefit of the Company and be entirely disregarded in applying all of the provisions of this Contract. |
A. | "Loss occurrence" as used herein shall mean the sum of all individual losses directly occasioned by any one disaster, accident or loss or series of disasters, accidents or losses arising out of one event which occurs within the area of one state of the United States or province of Canada and states or provinces contiguous thereto and to one another. However, the duration and extent of any one "loss occurrence" shall be limited to all individual losses sustained by the Company occurring during any period of 168 consecutive hours arising out of and directly occasioned by the same event, except that the term "loss occurrence" shall be further defined as follows: |
1. | As regards windstorm, hail, tornado, hurricane, cyclone, including ensuing collapse and water damage, all individual losses sustained by the Company occurring during any period of 72 consecutive hours arising out of and directly occasioned by the same event. However, the event need not be limited to one state or province or states or provinces contiguous thereto. |
2. | As regards riot, riot attending a strike, civil commotion, vandalism and malicious mischief, all individual losses sustained by the Company occurring during any period of 72 consecutive hours within the area of one municipality or county and the municipalities or counties contiguous thereto arising out of and directly occasioned by the same event. The maximum duration of 72 consecutive hours may be extended in respect of individual losses which occur beyond such 72 consecutive hours during the continued occupation of an assured's premises by strikers, provided such occupation commenced during the aforesaid period. |
3. | As regards earthquake (the epicenter of which need not necessarily be within the territorial confines referred to in the introductory portion of this paragraph) and fire following directly occasioned by the earthquake, only those individual fire losses which commence during the period of 168 consecutive hours may be included in the Company's "loss occurrence." |
4. | As regards "freeze," only individual losses directly occasioned by collapse, breakage of glass and water damage (caused by bursting of frozen pipes and tanks or freezing and/or melting snow or sleet) may be included in the Company's "loss occurrence." |
5. | As regards firestorms, brush fires and any other fires or series of fires, irrespective of origin (except as provided in subparagraphs 2 and 3 above), all individual losses sustained by the Company which commence during any period of 168 consecutive hours within a 150-mile radius of any fixed point selected by the Company may be included in the Company's "loss occurrence." However, an individual loss subject to this subparagraph cannot be included in more than one "loss occurrence." |
B. | For all those "loss occurrences" other than those referred to in subparagraph 2 above, the Company may choose the date and time when any such period of consecutive hours commences, provided that it is not earlier than the date and time of the occurrence of the first recorded individual loss sustained by the Company arising out of that disaster, accident or loss, and provided that only one such period of 168 consecutive hours shall apply with respect to one event, except for any "loss occurrence" referred to in subparagraph 1 of paragraph A above where only one such period of 72 consecutive hours shall apply with respect to one event, regardless of the duration of the event. |
C. | As respects those "loss occurrences" referred to in subparagraph 2 of paragraph A above, if the disaster, accident or loss occasioned by the event is of greater duration than 72 consecutive hours, then the Company may divide that disaster, accident or loss into two or more "loss occurrences," provided no two periods overlap and no individual loss is included in more than one such period and provided that no period commences earlier than the date and time of the occurrence of the first recorded individual loss sustained by the Company arising out of that disaster, accident or loss. |
D. | It is understood that losses arising from a combination of two or more perils as a result of the same event shall be considered as having arisen from one "loss occurrence." Notwithstanding the foregoing, the hourly limitations as stated in paragraph A shall not be exceeded as respects the applicable perils and no single "loss occurrence" shall encompass a time period greater than 168 consecutive hours. |
A. | Whenever losses paid or reserved by the Company appear likely, in the opinion of the Company, to result in a claim hereunder, the Company shall notify the Reinsurer, and the Company shall notify the Reinsurer of all subsequent developments that may materially affect the position of the Reinsurer. |
B. | The Company alone and at its full discretion shall adjust, settle or compromise all claims and losses subject to this Contract. The Reinsurer shall be bound by the judgment of the Company as to the obligations and liabilities of the Company under any policy. |
C. | All loss settlements made by the Company, whether under strict policy terms or by way of compromise (including loss in excess of policy limits and extra contractual obligations) shall be binding upon the Reinsurer, and the Reinsurer agrees to pay or allow, as the case may be, all amounts for which it may be liable immediately upon receipt of reasonable evidence of the amount paid (or scheduled to be paid) by the Company. The Company shall be the sole judge as to: |
1. | What constitutes a claim or loss covered under any policy; |
2. | The Company's liability thereunder; |
3. | The amount or amounts proper for the Company to pay thereunder. |
D. | A Special Circumstance Reinsurer shall not have the right to deny payment of a claim if the sum of the percentage shares of Active Subscribing Reinsurers that have paid the claim exceeds 50.0% of the sum of the percentage shares of all Active Subscribing Reinsurers. "Active Subscribing Reinsurer" as used herein shall mean a Subscribing Reinsurer that is not a Special Circumstance Reinsurer as of the due date of the claim (as specified in the Late Payments Article). |
A. | As premium for the reinsurance provided hereunder, the Company shall pay the Reinsurer 3.805% of the Company's net earned premium for the term of this Contract, subject to a minimum premium of $684,000. |
B. | The Company shall pay the Reinsurer a deposit premium of $855,000 in two equal installments of $427,500 on August 1 and October 1 of 2014. |
C. | Within 45 days after the expiration of this Contract, the Company shall provide a report to the Reinsurer setting forth the premium due hereunder, computed in accordance with paragraph A above, and any additional premium due the Reinsurer or return premium due the Company shall be remitted promptly. |
D. | For each amount of limit reinstated in accordance with the Reinstatement Article, the Company agrees to pay additional premium equal to the product of the following: |
1. | The percentage of the occurrence limit reinstated (based on the loss paid by the Reinsurer); times |
2. | The earned reinsurance premium, as calculated in accordance with paragraph C above, for the term of this Contract (exclusive of reinstatement premium). |
E. | Whenever the Company requests payment by the Reinsurer of any loss hereunder, the Company shall submit a statement to the Reinsurer of reinstatement premium due the Reinsurer. If the earned reinsurance premium for the term of this Contract has not been finally determined as of the date of any such statement, the calculation of reinstatement premium due shall be based on the deposit premium and shall be readjusted when the earned reinsurance premium for the term of this Contract has been finally determined. Any reinstatement premium shown to be due the Reinsurer as reflected by any such statement (less prior payments, if any) shall be payable by the Company concurrently with payment by the Reinsurer of the requested loss. Any return reinstatement premium shown to be due the Company shall be remitted by the Reinsurer as promptly as possible after receipt and verification of the Company's statement. |
F. | In the event a Subscribing Reinsurer's participation in this Contract is terminated under the provisions of the Commencement and Termination Article, no deposit premium shall be due after the effective date of termination, the minimum premium shall be waived, and the reinsurance premium and reinstatement premium, if applicable, will be calculated in accordance with the following formulas: |
1. | Reinsurance premium shall be the number of days the Subscribing Reinsurer participates on this Contract divided by the number of days of the original term of this Contract and the quotient thereof shall be multiplied by the Subscribing Reinsurer's percentage share of the final adjusted premium reported in accordance with paragraph C above. |
2. | Reinstatement premium shall be the product of subparagraphs D(1) and F(1) above. |
3. | In the event the incurred loss is greater than the sum of subparagraphs F(1) and F(2) above, in lieu of the provisions of subparagraphs F(1) and F(2) above, the Subscribing Reinsurer will receive premium equal to the lesser of: |
a. | An amount equal to the Subscribing Reinsurer's percentage share of the full reinsurance premium calculated in accordance with paragraph A (without regard to the termination of the Subscribing Reinsurer's share in accordance with the provisions of the Commencement and Termination Article) plus any reinstatement premium calculated in accordance with subparagraph F(2) above; or |
b. | The Subscribing Reinsurer's percentage share of the incurred loss. |
G. | Within 45 days after the termination of this Contract, the Company shall provide a report to the Reinsurer setting forth the premium due hereunder, computed in accordance with paragraph F above, and any additional premium due the Reinsurer or return premium due the Company shall be remitted promptly. |
H. | "Net earned premium" as used herein shall mean gross earned premium of the Company for the classes of business reinsured hereunder, less the earned portion of premiums ceded by the Company for reinsurance which inures to the benefit of this Contract. |
I. | "Incurred loss" as used herein shall mean the Company's ceded ultimate net loss plus the Company's ceded outstanding loss and loss adjustment expense reserves (including all case reserves plus any reasonable amount estimated to be unreported from known loss occurrences as established by the Company). |
A. | The provisions of this Article shall not be implemented unless specifically invoked, in writing, by one of the parties to this Contract. |
B. | In the event any premium, loss or other payment due either party is not received by the intermediary named in the Intermediary Article (hereinafter referred to as the "Intermediary") by the payment due date, the party to which payment is due may, by notifying the Intermediary in writing, require the debtor party to pay, and the debtor party agrees to pay, an interest charge on the amount past due calculated for each such payment on the last business day of each month as follows: |
1. | The number of full days which have expired since the due date or the last monthly calculation, whichever the lesser; times |
2. | 1/365th of the sum of 1.0% and the U.S. prime rate as quoted in The Wall Street Journal on the first business day of the month for which the calculation is made; times |
3. | The amount past due, including accrued interest. |
C. | If the interest rate provided under this Article exceeds the maximum interest rate allowed by any applicable law or is held unenforceable by a court of competent jurisdiction, such interest rate shall be modified to the highest rate permitted by the applicable law, and all remaining provisions of this Article and Contract shall remain in full force and effect without being impaired or invalidated in any way. |
D. | The establishment of the due date shall, for purposes of this Article, be determined as follows: |
1. | As respects the payment of routine deposits and premiums due the Reinsurer, the due date shall be as provided for in the applicable section of this Contract. In the event a due date is not specifically stated for a given payment, it shall be deemed due 30 days after the date of transmittal by the Intermediary of the initial billing for each such payment. |
2. | Any claim or loss payment due the Company hereunder shall be deemed due 30 days after the proof of loss or demand for payment is transmitted to the Reinsurer. If such loss or claim payment is not received within the 30 days, interest will accrue on the payment or amount overdue in accordance with paragraph B above, from the date the proof of loss or demand for payment was transmitted to the Reinsurer. |
3. | As respects any payment, adjustment or return due either party not otherwise provided for in subparagraphs 1 and 2 of this paragraph, the due date shall be as provided for in the applicable section of this Contract. In the event a due date is not specifically stated for a given payment, it shall be deemed due 30 days following transmittal of written notification that the provisions of this Article have been invoked. |
E. | Nothing herein shall be construed as limiting or prohibiting a Subscribing Reinsurer from contesting the validity of any claim, or from participating in the defense of any claim or suit, or prohibiting either party from contesting the validity of any payment or from initiating any arbitration or other proceeding in accordance with the provisions of this Contract. If the debtor party prevails in an arbitration or other proceeding, then any interest charges due hereunder on the amount in dispute shall be null and void. If the debtor party loses in such proceeding, then the interest charge on the amount determined to be due hereunder shall be calculated in accordance with the provisions set forth above unless otherwise determined by such proceedings. If a debtor party advances payment of any amount it is contesting, and proves to be correct in its contestation, either in whole or in part, the other party shall reimburse the debtor party for any such excess payment made plus interest on the excess amount calculated in accordance with this Article. |
F. | Interest charges arising out of the application of this Article that are $250 or less from any party shall be waived unless there is a pattern of late payments consisting of three or more items over the course of any 12-month period. |
A. | Provided the Company has received at least five working days prior notice, the Reinsurer or its designated representatives shall have access during regular business hours to all records of the Company which pertain in any way to this reinsurance. However, a Subscribing Reinsurer or its designated representatives shall not have any right of access to the records of the Company if it is not current in all undisputed payments due the Company. "Undisputed" as used herein shall mean any amount that the Subscribing Reinsurer has not contested in writing to the Company specifying the reason(s) why the payments are disputed. |
B. | The provisions of this Article shall extend beyond the expiration or invalidation of this Contract, or the termination of a Subscribing Reinsurer's percentage share in this Contract, until all claims and losses hereunder are settled. |
A. | The liability of the Reinsurer shall follow that of the Company in every case, including judicial interpretation and policy reformation, and be subject in all respects to all the general and specific stipulations, clauses, waivers and modifications of the Company's policies and any endorsements thereon. However, in no event shall this be construed in any way to provide coverage outside the terms and conditions set forth in this Contract. |
B. | Nothing herein shall in any manner create any obligations or establish any rights against the Reinsurer in favor of any third party or any persons not parties to this Contract. |
A. | This Contract applies only to that portion of any policy which the Company retains net for its own account (prior to deduction of any underlying reinsurance specifically permitted in this Contract), and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which this Contract attaches, only loss or losses in respect of that portion of any policy which the Company retains net for its own account shall be included. |
B. | The amount of the Reinsurer's liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the Company to collect from any other reinsurer(s), whether specific or general, any amounts which may have become due from such reinsurer(s), whether such inability arises from the insolvency of such other reinsurer(s) or otherwise. |
A. | Whenever the word "Dollars" or the "$" sign appears in this Contract, they shall be construed to mean United States Dollars and all transactions under this Contract shall be in United States Dollars. |
B. | Amounts paid or received by the Company in any other currency shall be converted to United States Dollars at the rate of exchange at the date such transaction is entered on the books of the Company. |
A. | The Reinsurer has agreed to allow for the purpose of paying the Federal Excise Tax the applicable percentage of the premium payable hereon (as imposed under Section 4371 of the Internal Revenue Code) to the extent such premium is subject to the Federal Excise Tax. |
B. | In the event of any return of premium becoming due hereunder the Reinsurer will deduct the applicable percentage from the return premium payable hereon and the Company or its agent should take steps to recover the tax from the United States Government. |
A. | To the extent the Reinsurer is subject to the deduction and withholding of premium payable hereon as set forth in the Foreign Account Tax Compliance Act (Sections 1471-1474 of the Internal Revenue Code), the Reinsurer shall allow such deduction and withholding from the premium payable under this Contract. |
B. | In the event of any return of premium becoming due hereunder, the return premium will be determined and paid in full without regard to any amounts deducted or withheld under paragraph A of this Article. In the event the Company or its agent recovers such premium deductions and withholdings on the return premium from the United States Government, the Company or its agent will reimburse the Reinsurer for such amounts. |
A. | The Reinsurer agrees to fund its share of the Company's ceded outstanding loss and loss adjustment expense reserves (including all case reserves plus any reasonable amount estimated to be unreported from known loss occurrences as established by the Company), and any other outstanding balances which it shall be required by applicable regulation or law to set up under this Contract (the "funding obligation") by: |
1. | Clean, irrevocable and unconditional letters of credit issued and confirmed, if confirmation is required by the insurance regulatory authorities involved, by a bank or banks meeting the NAIC Securities Valuation Office credit standards for issuers of letters of credit and acceptable to said insurance regulatory authorities; and/or |
2. | Escrow accounts for the benefit of the Company; and/or |
3. | Cash advances; |
1. | Is unauthorized in any state of the United States of America or the District of Columbia and if, without such funding, a penalty would accrue to the Company on any financial statement it is required to file with the insurance regulatory authorities involved; or |
2. | Is a Special Circumstance Reinsurer. |
B. | With regard to funding in whole or in part by letters of credit, it is agreed that each letter of credit will be in a form acceptable to insurance regulatory authorities involved, will be issued for a term of at least one year and will include an "evergreen clause," which automatically extends the term for at least one additional year at each expiration date unless written notice of non-renewal is given to the Company not less than 30 days prior to said expiration date. The Company and the Reinsurer further agree, notwithstanding anything to the contrary in this Contract, that said letters of credit may be drawn upon by the Company or its successors in interest at any time, without diminution because of the insolvency of the Company or the Reinsurer, but only for one or more of the following purposes: |
1. | To reimburse itself for the Reinsurer's share of losses and/or loss adjustment expense paid under the terms of policies reinsured hereunder, unless paid in cash by the Reinsurer; |
2. | To reimburse itself for the Reinsurer's share of any other amounts claimed to be due hereunder, unless paid in cash by the Reinsurer; |
3. | To fund a cash account in an amount equal to the Reinsurer's funding obligation funded by means of a letter of credit which is under non-renewal notice, if said letter of credit has not been renewed or replaced by the Reinsurer 10 days prior to its expiration date; |
4. | To refund to the Reinsurer any sum in excess of the actual amount required to fund the Reinsurer's funding obligation, if so requested by the Reinsurer. |
C. | If a Subscribing Reinsurer fails to fulfill its funding obligation (if any) under this Article, the Company may, at its option, require the Subscribing Reinsurer to pay, and the Subscribing Reinsurer agrees to pay, an interest charge on the funding obligation calculated on the last business day of each month as follows: |
1. | The number of full days that have expired since the earliest of the applicable following dates: |
a. | As respects a Subscribing Reinsurer that is unauthorized in any state of the United States of America or District of Columbia having jurisdiction over the Company, December 31 of the calendar year in which the funding was required; or |
b. | As respects a Special Circumstance Reinsurer, the first date such reinsurer becomes a Special Circumstance Reinsurer; |
2. | 1/365th of the sum of 4.0% and the U.S. prime rate as quoted in The Wall Street Journal on the first business day of the month for which the calculation is made; times |
3. | The greater of (a) the funding obligation, less the amount, if any, funded by the Subscribing Reinsurer prior to the applicable date determined in subparagraph 1 above or (b) $100,000. |
B. | Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the company. |
C. | It is further understood and agreed that, in the event of the insolvency of one or more of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the company to such payees. |
B. | Each party shall present its case to the Arbiters within 30 days following the date of appointment of the Umpire. The Arbiters shall consider this Contract as an honorable engagement rather than merely as a legal obligation and they are relieved of all judicial formalities and may abstain from following the strict rules of law. The decision of the Arbiters shall be final and binding on both parties; but failing to agree, they shall call in the Umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the Arbiters may be entered in any court of competent jurisdiction and the Arbiters are empowered to grant interim relief as they may deem appropriate. |
C. | If more than one reinsurer is involved in the same dispute, all such reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the reinsurers participating under the terms of this Contract from several to joint. |
D. | Each party shall bear the expense of its own Arbiter, and shall jointly and equally bear with the other the expense of the Umpire and of the arbitration. In the event that the two Arbiters are chosen by one party, as above provided, the expense of the Arbiters, the Umpire and the arbitration shall be equally divided between the two parties. |
E. | Any arbitration proceedings shall take place in Irving, Texas, or at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the State of Texas. |
A. | This Article will not be read to conflict with or override the obligations of the parties to arbitrate their disputes as provided for in the Arbitration Article. This Article is intended as an aid to compelling arbitration or enforcing such arbitration or arbitral award, not as an alternative to the Arbitration Article for resolving disputes arising out of this Contract. |
B. | In the event the Reinsurer fails to pay any amount claimed to be due hereunder, the Reinsurer, at the request of the Company, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the Reinsurer's rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. The Reinsurer, once the appropriate Court is accepted by the Reinsurer or is determined by removal, transfer or otherwise, as provided for above, will comply with all requirements necessary to give said Court jurisdiction and, in any suit instituted against any of the Subscribing Reinsurers upon this Contract, will abide by the final decision of such Court or of any Appellate Court in the event of an appeal. |
C. | Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, the Reinsurer hereby designates the party named in its Interests and Liabilities Agreement, or if no party is named therein, the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his or her successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Contract. |
A. | The Reinsurer hereby acknowledges that the documents, information and data provided to it by the Company, whether directly or through an authorized agent, in connection with the placement and execution of this Contract ("Confidential Information") are proprietary and confidential to the Company. Confidential Information shall not include documents, information or data that the Reinsurer can show: |
1. | Are publicly known or have become publicly known through no unauthorized act of the Reinsurer; |
2. | Have been rightfully received from a third person without obligation of confidentiality; or |
3. | Were known by the Reinsurer prior to the placement of this Contract without an obligation of confidentiality. |
B. | Absent the written consent of the Company, the Reinsurer shall not disclose any Confidential Information to any third parties, excluding any affiliated companies, except: |
1. | When required by retrocessionaires subject to the business ceded to this Contract; |
2. | When required by state regulators performing an audit of the Reinsurer's records and/or financial condition; |
3. | When required by external auditors performing an audit of the Reinsurer's records in the normal course of business; or |
4. | When required by attorneys or arbitrators in connection with an actual or potential dispute hereunder. |
C. | Notwithstanding the above, in the event that the Reinsurer is required by court order, other legal process or any regulatory authority to release or disclose any or all of the Confidential Information, the Reinsurer agrees to provide the Company with written notice of same at least 10 days prior to such release or disclosure and to use its best efforts to assist the Company in maintaining the confidentiality provided for in this Article. |
D. | The provisions of this Article shall extend to the officers, directors and employees of the Reinsurer and its affiliates, and shall be binding upon their successors and assigns. |
A. | Whenever a notice, statement, report or any other written communication is required by this Contract, unless otherwise specified, such notice, statement, report or other written communication may be transmitted by certified or registered mail, nationally or internationally recognized express delivery service, personal delivery, electronic mail, or facsimile. With the exception of notices of termination, first class mail is also acceptable. |
B. | The use of any of the following shall constitute a valid execution of this Contract or any amendments thereto: |
1. | Paper documents with an original ink signature; |
2. | Facsimile or electronic copies of paper documents showing an original ink signature; and/or |
3. | Electronic records with an electronic signature made via an electronic agent. For the purposes of this Contract, the terms "electronic record," "electronic signature" and "electronic agent" shall have the meanings set forth in the Electronic Signatures in Global and National Commerce Act of 2000 or any amendments thereto. |
C. | This Contract may be executed in one or more counterparts, each of which, when duly executed, shall be deemed an original. |
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1. | This Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers formed for the purpose of covering Atomic or Nuclear Energy risks. |
2. | Without in any way restricting the operation of paragraph (1) of this Clause, this Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly and whether as Insurer or Reinsurer, from any insurance against Physical Damage (including business interruption or consequential loss arising out of such Physical Damage) to: |
I. | Nuclear reactor power plants including all auxiliary property on the site, or |
II. | Any other nuclear reactor installation, including laboratories handling radioactive materials in connection with reactor installations, and "critical facilities" as such, or |
III. | Installations for fabricating complete fuel elements or for processing substantial quantities of "special nuclear material," and for reprocessing, salvaging, chemically separating, storing or disposing of "spent" nuclear fuel or waste materials, or |
IV. | Installations other than those listed in paragraph (2) III above using substantial quantities of radioactive isotopes or other products of nuclear fission. |
3. | Without in any way restricting the operations of paragraphs (1) and (2) hereof, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance on property which is on the same site as a nuclear reactor power plant or other nuclear installation and which normally would be insured therewith except that this paragraph (3) shall not operate |
(a) | where Reassured does not have knowledge of such nuclear reactor power plant or nuclear installation, or |
(b) | where said insurance contains a provision excluding coverage for damage to property caused by or resulting from radioactive contamination, however caused. However on and after 1st January 1960 this sub-paragraph (b) shall only apply provided the said radioactive contamination exclusion provision has been approved by the Governmental Authority having jurisdiction thereof. |
4. | Without in any way restricting the operations of paragraphs (1), (2) and (3) hereof, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, when such radioactive contamination is a named hazard specifically insured against. |
5. | It is understood and agreed that this Clause shall not extend to risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Reassured to be the primary hazard. |
6. | The term "special nuclear material" shall have the meaning given it in the Atomic Energy Act of 1954 or by any law amendatory thereof. |
7. | Reassured to be sole judge of what constitutes: |
(a) | substantial quantities, and |
(b) | the extent of installation, plant or site. |
(a) | all policies issued by the Reassured on or before 31st December 1957 shall be free from the application of the other provisions of this Clause until expiry date or 31st December 1960 whichever first occurs whereupon all the provisions of this Clause shall apply. |
(b) | with respect to any risk located in Canada policies issued by the Reassured on or before 31st December 1958 shall be free from the application of the other provisions of this Clause until expiry date or 31st December 1960 whichever first occurs whereupon all the provisions of this Clause shall apply. |
(a) | All business derived directly or indirectly from any Pool, Association or Syndicate which maintains its own reinsurance facilities. |
(b) | Any Pool or Scheme (whether voluntary or mandatory) formed after March 1, 1968 for the purpose of insuring property whether on a country-wide basis or in respect of designated areas. This exclusion shall not apply to so-called Automobile Insurance Plans or other Pools formed to provide coverage for Automobile Physical Damage. |
(a) | Where the Total Insured Value over all interests of the risk in question is less than $250,000,000. |
(b) | To interests traditionally underwritten as Inland Marine or stock and/or contents written on a blanket basis. |
(c) | To Contingent Business Interruption, except when the Company is aware that the key location is known at the time to be insured in any Pool, Association or Syndicate named above, other than as provided for under Section B(a). |
(d) | To risks as follows: |
(1) | The following so-called "Coastal Pools": |
(2) | All "Fair Plan" and "Rural Risk Plan" business |
(3) | Citizens Property Insurance Corporation ("CPIC") and the California Earthquake Authority ("CEA") |
(i) | The inability of any other participant in such "Coastal Pool" and/or "Fair Plan" and/or "Rural Risk Plan" and/or Residual Market Mechanisms to meet its liability. |
(ii) | Any claim against such "Coastal Pool" and/or "Fair Plan" and/or "Rural Risk Plan" and/or Residual Market Mechanisms, or any participant therein, including the Company, whether by way of subrogation or otherwise, brought by or on behalf of any insolvency fund. |
(1) | Notwithstanding Section C above, in respect of the CEA, where an assessment is made against the Company by the CEA, the Company may include in its Ultimate Net Loss only that assessment directly attributable to each separate loss occurrence covered hereunder. The Company's initial capital contribution to the CEA shall not be included in the Ultimate Net Loss. |
(2) | Notwithstanding Section C above, in respect of CPIC, where an assessment is made against the Company by CPIC, the maximum loss that the Company may include in the Ultimate Net Loss in respect of any loss occurrence hereunder shall not exceed the lesser of: |
(a) | The Company's assessment from CPIC for the accounting year in which the loss occurrence commenced, or |
(b) | The product of the following: |
(i) | The Company's percentage participation in CPIC for the accounting year in which the loss occurrence commenced; and |
(ii) | CPIC's total losses in such loss occurrence. |
NOTES: | Wherever used herein the terms: |
"Company" | shall be understood to mean "Company," "Reinsured," "Reassured" or whatever other term is used in the attached reinsurance document to designate the reinsured company or companies. |
"Agreement" | shall be understood to mean "Agreement," "Contract," "Policy" or whatever other term is used to designate the attached reinsurance document. |
"Reinsurers" | shall be understood to mean "Reinsurers," "Underwriters" or whatever other term is used in the attached reinsurance document to designate the reinsurer or reinsurers. |
1. | Involves violence against one or more persons; or |
2. | Involves damage to property; or |
3. | Endangers life other than that of the person committing the action; or |
4. | Creates a risk to health or safety of the public or a section of the public; or |
5. | Is designed to interfere with or to disrupt an electronic system. |
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1.
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I have reviewed this report on Form 10-Q for the quarter ended September 30, 2014 of Homeowners of America Holding Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
November 14, 2014
|
|
|
|
/s/ Spencer Tucker
|
|
Name: Spencer Tucker
|
|
Title: Chief Executive Officer
|
|
|
1.
|
I have reviewed this report on Form 10-Q for the quarter ended September 30, 2014 of Homeowners of America Holding Corporation;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
November 14, 2014
|
|
|
|
/s / Michael C. Rosentraub
|
|
Name: Michael C. Rosentraub
|
|
Title: Chief Financial Officer
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
|
||
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
||
/s/ Spencer Tucker
|
|
/s/ Michael C. Rosentraub
|
|
Spencer Tucker
|
|
Michael C. Rosentraub
|
|
Chief Executive Officer
|
|
Chief Financial Officer
|
|
November 14, 2014
|
|
November 14, 2014
|
RELATED PARTY TRANSACTIONS (Details) (USD $)
|
1 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||
---|---|---|---|---|---|---|---|---|---|
Aug. 31, 2013
Inter-Atlantic Advisors III, Ltd. [Member]
|
Sep. 30, 2014
Inter-Atlantic Advisors III, Ltd. [Member]
|
Aug. 31, 2013
Inter-Atlantic Advisors III, Ltd. [Member]
Annual Advisory Fee [Member]
|
Sep. 30, 2014
Inter-Atlantic Advisors III, Ltd. [Member]
Annual Advisory Fee [Member]
|
Sep. 30, 2013
Inter-Atlantic Advisors III, Ltd. [Member]
Annual Advisory Fee [Member]
|
Sep. 30, 2013
Inter-Atlantic Advisors III, Ltd. [Member]
Annual Advisory Fee [Member]
|
Aug. 31, 2013
Inter-Atlantic Advisors III, Ltd. [Member]
Annual Grant of Shares [Member]
|
Sep. 30, 2014
Directors [Member]
Annual Grant of Shares [Member]
|
Sep. 30, 2014
Inter-Atlantic Advisors III, Ltd. and Directors [Member]
Annual Advisory Fee [Member]
|
|
Related Party Transaction [Line Items] | |||||||||
Initial term of Advisory Agreement | 6 years | ||||||||
Number of days notice required for termination of Advisory Agreement | 60 days | ||||||||
Related party transaction amount | $ 300,000 | $ 75,000 | $ 50,000 | $ 50,000 | $ 150,000 | $ 375,000 | |||
Common stock issued | $ 150,000 | ||||||||
Shares of common stock issued (in shares) | 288,462 |
REINSURANCE, Reinsurance Agreements (Details) (USD $)
|
9 Months Ended | 12 Months Ended |
---|---|---|
Sep. 30, 2014
Occurence
|
Dec. 31, 2013
Occurence
|
|
Property Insurance Treaties on Any One Loss Occurrence not to Exceed $110,000,000 [Member] | Treaties from April 1, 2014 through March 31, 2015 [Member] | Maximum [Member]
|
||
Effects of Reinsurance [Line Items] | ||
Percentage reinsured (in hundredths) | 80.00% | |
Reinsurance recoverables on losses and LAE | $ 110,000,000 | |
Property Insurance Treaties on Any One Loss Occurrence not to Exceed $40,000,000 [Member] | Treaties from April 1, 2014 through March 31, 2015 [Member] | Maximum [Member]
|
||
Effects of Reinsurance [Line Items] | ||
Percentage reinsured (in hundredths) | 10.00% | |
Reinsurance recoverables on losses and LAE | 4,000,000 | |
Casualty Insurance Treaties [Member] | Treaties from April 1, 2014 through March 31, 2015 [Member] | Maximum [Member]
|
||
Effects of Reinsurance [Line Items] | ||
Percentage reinsured (in hundredths) | 64.00% | |
Residential Quota Share Reinsurance Treaties [Member] | Treaties from April 1, 2013 through March 31, 2014 [Member]
|
||
Effects of Reinsurance [Line Items] | ||
Percentage reinsured (in hundredths) | 90.00% | |
Number of layers for reinsurance | 4 | |
Gross loss covered | 76,000,000 | |
Retention payable, total | 4,000,000 | |
Net retention amount under reinsurance liability | 400,000 | |
Residential Quota Share Reinsurance Treaties [Member] | Treaties from April 1, 2013 through March 31, 2014 [Member] | Maximum [Member]
|
||
Effects of Reinsurance [Line Items] | ||
Reinsurance recoverables on losses and LAE | 80,000,000 | |
Property Catastrophe Treaties [Member] | Treaties from April 1, 2014 through March 31, 2015 [Member]
|
||
Effects of Reinsurance [Line Items] | ||
Percentage reinsured (in hundredths) | 20.00% | |
Number of layers for reinsurance | 4 | |
Gross loss covered | 110,000,000 | |
Retention payable, total | 4,000,000 | |
Net retention amount under reinsurance liability | 400,000 | |
Property Catastrophe Treaties [Member] | Treaties from August 1, 2014 through November 30, 2014 [Member]
|
||
Effects of Reinsurance [Line Items] | ||
Gross loss covered | 140,000,000 | |
Retention payable, total | 4,000,000 | |
Net retention amount under reinsurance liability | 400,000 | |
Non-Weather Losses [Member]
|
||
Effects of Reinsurance [Line Items] | ||
Gross loss covered | 500,000 | 500,000 |
Net loss covered | $ 50,000 | $ 50,000 |
Number of loss occurrences | 2 | 2 |
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