UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number
(Exact name of registrant as specified in its charter)
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(State of Incorporation) |
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(IRS Employer |
(Address, including zip code, of principal executive offices)
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading Symbol |
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Name of Each Exchange on Which Registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
Non-accelerated filer ☐ |
Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The aggregate number of shares of the registrant’s common stock, no par value, outstanding on November 1, 2022 was
HCI GROUP, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
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Item 1 |
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1-2 |
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Three and nine months ended September 30, 2022 and 2021 (unaudited) |
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3 |
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Three and nine months ended September 30, 2022 and 2021 (unaudited) |
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4 |
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Three and nine months ended September 30, 2022 and 2021 (unaudited) |
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5-8 |
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9-11 |
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12-48 |
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Item 2 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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49-64 |
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Item 3 |
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65-66 |
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Item 4 |
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67 |
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Item 1 |
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68 |
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Item 1A |
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68 |
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Item 2 |
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68-69 |
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Item 3 |
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69 |
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Item 4 |
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69 |
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Item 5 |
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69 |
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Item 6 |
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70-77 |
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78 |
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Certifications |
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PART I – FINANCIAL INFORMATION
Item 1 – Financial Statements
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollar amounts in thousands)
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September 30, |
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December 31, |
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2022 |
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2021 |
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(Unaudited) |
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Assets |
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Fixed-maturity securities, available for sale, at fair value (amortized cost: $ |
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$ |
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$ |
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Equity securities, at fair value (cost: $ |
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Limited partnership investments |
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Investment in unconsolidated joint venture, at equity |
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Real estate investments |
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Total investments |
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Cash and cash equivalents |
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Restricted cash |
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Accrued interest and dividends receivable |
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Income taxes receivable |
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Premiums receivable, net (allowance: $ |
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Prepaid reinsurance premiums |
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Reinsurance recoverable, net of allowance for credit losses: |
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Paid losses and loss adjustment expenses (allowance: $ |
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Unpaid losses and loss adjustment expenses (allowance: $ |
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Deferred policy acquisition costs |
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Property and equipment, net |
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Right-of-use assets - operating leases |
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Intangible assets, net |
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Funds withheld for assumed business |
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Other assets |
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Total assets |
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$ |
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$ |
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(continued)
1
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets – (Continued)
(Dollar amounts in thousands)
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September 30, |
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December 31, |
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2022 |
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2021 |
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(Unaudited) |
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Liabilities and Equity |
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Losses and loss adjustment expenses |
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$ |
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$ |
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Unearned premiums |
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Advance premiums |
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Reinsurance payable on paid losses and loss adjustment expenses |
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Ceded reinsurance premiums payable |
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Accrued expenses |
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Deferred income taxes, net |
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Revolving credit facility |
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Long-term debt |
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Lease liabilities - operating leases |
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Other liabilities |
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Total liabilities |
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Redeemable noncontrolling interest (Note 17) |
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Equity: |
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Common stock ( |
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Additional paid-in capital |
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Retained income |
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Accumulated other comprehensive (loss) income, net of taxes |
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( |
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Total stockholders’ equity |
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Noncontrolling interests |
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Total equity |
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Total liabilities, redeemable noncontrolling interest and equity |
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$ |
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$ |
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See accompanying Notes to Consolidated Financial Statements (unaudited).
2
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
(Dollar amounts in thousands, except per share amounts)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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Revenue |
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Gross premiums earned |
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$ |
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$ |
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$ |
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$ |
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Premiums ceded |
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( |
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( |
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( |
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Net premiums earned |
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Net investment income |
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Net realized investment (losses) gains |
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Net unrealized investment losses |
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( |
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( |
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( |
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Policy fee income |
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Other |
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Total revenue |
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Expenses |
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Losses and loss adjustment expenses |
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Policy acquisition and other underwriting expenses |
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General and administrative personnel expenses |
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Interest expense |
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Debt conversion expense |
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Other operating expenses |
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Total expenses |
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(Loss) income before income taxes |
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( |
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( |
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( |
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Income tax (benefit) expense |
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( |
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( |
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( |
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Net (loss) income |
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( |
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( |
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( |
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Net income attributable to redeemable noncontrolling |
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( |
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( |
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( |
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( |
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Net loss attributable to noncontrolling interests |
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Net (loss) income after noncontrolling interests |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Basic (loss) earnings per share |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Diluted (loss) earnings per share |
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$ |
( |
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$ |
( |
) |
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$ |
( |
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$ |
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See accompanying Notes to Consolidated Financial Statements (unaudited).
3
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Unaudited)
(Amounts in thousands)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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Net (loss) income |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
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Other comprehensive loss: |
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Change in unrealized loss on investments: |
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Net unrealized losses arising during the period |
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( |
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( |
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( |
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Call and repayment gains charged to investment income |
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( |
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Reclassification adjustment for net realized losses (gains) |
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( |
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( |
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Net change in unrealized losses |
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( |
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( |
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( |
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( |
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Deferred income taxes on above change |
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( |
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Total other comprehensive loss, net of income taxes |
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( |
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( |
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( |
) |
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( |
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Comprehensive (loss) income |
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( |
) |
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( |
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( |
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Comprehensive loss attributable to noncontrolling interests |
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Comprehensive (loss) income after noncontrolling interests |
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$ |
( |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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See accompanying Notes to Consolidated Financial Statements (unaudited).
4
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Equity
For the Three Months Ended September 30, 2022
(Unaudited)
(Dollar amounts in thousands, except per share amount)
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Common Stock |
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Additional |
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Retained |
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Accumulated |
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Total |
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Noncontrolling |
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Total |
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Shares |
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Amount |
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Capital |
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Income |
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Net of Tax |
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Equity |
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Interests |
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Equity |
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Balance at June 30, 2022 |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Net loss |
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— |
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— |
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— |
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( |
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— |
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( |
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( |
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( |
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Net income attributable to redeemable |
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— |
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— |
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— |
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( |
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— |
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( |
) |
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( |
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( |
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Total other comprehensive loss, net of |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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( |
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( |
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Forfeiture of restricted stock |
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( |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Repurchase and retirement of common |
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( |
) |
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— |
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( |
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— |
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— |
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( |
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— |
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( |
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Dilution from subsidiary stock-based |
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— |
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— |
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— |
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— |
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— |
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— |
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Common stock dividends ($ |
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— |
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— |
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— |
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( |
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— |
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( |
) |
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— |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Balance at September 30, 2022 |
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$ |
— |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
|
See accompanying Notes to Consolidated Financial Statements (unaudited).
5
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Equity – (Continued)
For the Three Months Ended September 30, 2021
(Unaudited)
(Dollar amounts in thousands, except per share amount)
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Common Stock |
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Additional |
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Retained |
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Accumulated |
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Total |
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Noncontrolling |
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Total |
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Shares |
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Amount |
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Capital |
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Income |
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Net of Tax |
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Equity |
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Interests |
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Equity |
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Balance at June 30, 2021 |
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$ |
— |
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$ |
— |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
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( |
) |
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( |
) |
Net income attributable to redeemable |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
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( |
) |
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( |
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Total other comprehensive loss, net of |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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( |
) |
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( |
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Issuance of restricted stock |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Forfeiture of restricted stock |
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( |
) |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Common stock issued on conversions of |
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— |
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— |
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— |
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— |
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Dilution from subsidiary stock-based |
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— |
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— |
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— |
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— |
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— |
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— |
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Common stock dividends ($ |
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— |
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— |
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— |
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( |
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— |
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|
( |
) |
|
|
— |
|
|
|
( |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Additional paid-in capital shortfall |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Balance at September 30, 2021 |
|
|
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
See accompanying Notes to Consolidated Financial Statements (unaudited).
6
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Equity – (Continued)
For the Nine Months Ended September 30, 2022
(Unaudited)
(Dollar amounts in thousands, except per share amount)
|
|
Common Stock |
|
|
Additional |
|
|
Retained |
|
|
Accumulated |
|
|
Total |
|
|
Noncontrolling |
|
|
Total |
|
|||||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Income |
|
|
Net of Tax |
|
|
Equity |
|
|
Interests |
|
|
Equity |
|
||||||||
Balance at December 31, 2021 |
|
|
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income attributable to redeemable |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total other comprehensive loss, net of |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Issuance of restricted stock |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Forfeiture of restricted stock |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Repurchase and retirement of common |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Repurchase and retirement of common |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Dilution from subsidiary stock-based |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Common stock dividends ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Balance at September 30, 2022 |
|
|
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
See accompanying Notes to Consolidated Financial Statements (unaudited).
7
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Equity – (Continued)
For the Nine Months Ended September 30, 2021
(Unaudited)
(Dollar amounts in thousands, except per share amount)
|
|
Common Stock |
|
|
Additional |
|
|
Retained |
|
|
Accumulated |
|
|
Total |
|
|
Noncontrolling |
|
|
Total |
|
|||||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Income |
|
|
Net of Tax |
|
|
Equity |
|
|
Interests |
|
|
Equity |
|
||||||||
Balance at December 31, 2020 |
|
|
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||||
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Net income attributable to redeemable |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cumulative effect of change in |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Total other comprehensive loss, net of |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Issuance of restricted stock |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Forfeiture of restricted stock |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Cancellation of restricted stock |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Repurchase and retirement of common |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Issuance of common stock |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Common stock issued on conversions of |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Dilution from subsidiary stock-based |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Issuance of warrants, net of issuance |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Common stock dividends ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Additional paid-in capital shortfall |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Balance at September 30, 2021 |
|
|
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
See accompanying Notes to Consolidated Financial Statements (unaudited).
8
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
|
|
Nine Months Ended |
|
|||||
|
|
September 30, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net (loss) income after noncontrolling interests |
|
$ |
( |
) |
|
$ |
|
|
Net income attributable to noncontrolling interests |
|
|
|
|
|
|
||
Net (loss) income |
|
|
( |
) |
|
|
|
|
Adjustments to reconcile net (loss) income to net cash (used in) provided by |
|
|
|
|
|
|
||
Stock-based compensation expense |
|
|
|
|
|
|
||
Net (accretion of discount) amortization of premiums on investments in |
|
|
( |
) |
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
||
Deferred income tax benefit |
|
|
( |
) |
|
|
( |
) |
Net realized investment losses (gains) |
|
|
|
|
|
( |
) |
|
Net unrealized investment losses |
|
|
|
|
|
|
||
Credit loss expense - reinsurance recoverable |
|
|
|
|
|
( |
) |
|
Net income from unconsolidated joint venture |
|
|
( |
) |
|
|
( |
) |
Distributions received from unconsolidated joint venture |
|
|
|
|
|
|
||
Net income from limited partnership interests |
|
|
( |
) |
|
|
( |
) |
Distributions received from limited partnership interests |
|
|
|
|
|
|
||
Debt conversion expense |
|
|
|
|
|
|
||
Gain on involuntary conversion |
|
|
( |
) |
|
|
|
|
Gain on sale of real estate investments |
|
|
( |
) |
|
|
|
|
Foreign currency remeasurement loss |
|
|
|
|
|
|
||
Other non-cash items |
|
|
( |
) |
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accrued interest and dividends receivable |
|
|
( |
) |
|
|
|
|
Income taxes |
|
|
( |
) |
|
|
|
|
Premiums receivable, net |
|
|
|
|
|
|
||
Prepaid reinsurance premiums |
|
|
( |
) |
|
|
( |
) |
Reinsurance recoverable |
|
|
( |
) |
|
|
|
|
Deferred policy acquisition costs |
|
|
|
|
|
( |
) |
|
Funds withheld for assumed business |
|
|
|
|
|
( |
) |
|
Other assets |
|
|
( |
) |
|
|
|
|
Losses and loss adjustment expenses |
|
|
|
|
|
( |
) |
|
Unearned premiums |
|
|
|
|
|
|
||
Advance premiums |
|
|
|
|
|
|
||
Assumed reinsurance balances payable |
|
|
|
|
|
|
||
Reinsurance payable on paid losses and loss adjustment expenses |
|
|
( |
) |
|
|
|
|
Ceded reinsurance premiums payable |
|
|
( |
) |
|
|
( |
) |
Accrued expenses and other liabilities |
|
|
|
|
|
( |
) |
|
Net cash (used in) provided by operating activities |
|
|
( |
) |
|
|
|
(continued)
9
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows – (Continued)
(Unaudited)
(Amounts in thousands)
|
|
Nine Months Ended |
|
|||||
|
|
September 30, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Investments in limited partnership interests |
|
|
( |
) |
|
|
( |
) |
Distributions received from limited partnership interests |
|
|
|
|
|
|
||
Distributions received from unconsolidated joint venture |
|
|
|
|
|
|
||
Purchase of property and equipment |
|
|
( |
) |
|
|
( |
) |
Purchase of real estate investments |
|
|
( |
) |
|
|
( |
) |
Purchase of intangible assets |
|
|
( |
) |
|
|
|
|
Purchase of fixed-maturity securities |
|
|
( |
) |
|
|
( |
) |
Purchase of equity securities |
|
|
( |
) |
|
|
( |
) |
Purchase of short-term and other investments |
|
|
( |
) |
|
|
( |
) |
Compensation received for property relinquished through eminent domain |
|
|
|
|
|
|
||
Proceeds from sales of real estate investments |
|
|
|
|
|
|
||
Proceeds from sales of fixed-maturity securities |
|
|
|
|
|
|
||
Proceeds from calls, repayments and maturities of fixed-maturity securities |
|
|
|
|
|
|
||
Proceeds from sales of equity securities |
|
|
|
|
|
|
||
Proceeds from sales, redemptions and maturities of short-term and other investments |
|
|
|
|
|
|
||
Net cash (used in) provided by investing activities |
|
|
( |
) |
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
||
Cash dividends paid |
|
|
( |
) |
|
|
( |
) |
Cash dividends received under share repurchase forward contract |
|
|
|
|
|
|
||
Net repayment under revolving credit facility |
|
|
( |
) |
|
|
( |
) |
Proceeds from issuance of redeemable noncontrolling interest and warrants |
|
|
|
|
|
|
||
Issuance costs - redeemable noncontrolling interest |
|
|
|
|
|
( |
) |
|
Cash dividends paid to redeemable noncontrolling interest |
|
|
( |
) |
|
|
( |
) |
Proceeds from issuance of long-term debt |
|
|
|
|
|
|
||
Repayment of long-term debt |
|
|
( |
) |
|
|
( |
) |
Repurchases of common stock |
|
|
( |
) |
|
|
( |
) |
Repurchases of common stock under share repurchase plan |
|
|
( |
) |
|
|
|
|
Purchase of noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
Debt conversion expense paid |
|
|
|
|
|
( |
) |
|
Debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Net cash provided by financing activities |
|
|
|
|
|
|
||
Effect of exchange rate changes on cash |
|
|
( |
) |
|
|
( |
) |
Net (decrease) increase in cash, cash equivalents, and restricted cash |
|
|
( |
) |
|
|
|
|
Cash, cash equivalents, and restricted cash at beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents, and restricted cash at end of period |
|
$ |
|
|
$ |
|
(continued)
10
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows – (Continued)
(Unaudited)
(Amounts in thousands)
|
|
Nine Months Ended |
|
|||||
|
|
September 30, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Cash paid for income taxes |
|
$ |
|
|
$ |
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Non-cash investing and financing activities: |
|
|
|
|
|
|
||
Unrealized loss on investments in available-for-sale securities, net of tax |
|
$ |
( |
) |
|
$ |
( |
) |
Receivable from maturities of fixed-maturity securities |
|
$ |
|
|
$ |
|
||
Common stock issued on conversions of |
|
$ |
|
|
$ |
|
||
Warrants issued in Centerbridge transaction |
|
$ |
|
|
$ |
|
||
Asset acquired under finance lease |
|
$ |
|
|
$ |
|
||
Acquisition of intangibles: |
|
|
|
|
|
|
||
Common stock issued |
|
$ |
|
|
$ |
|
||
Contingent consideration payable |
|
$ |
|
|
$ |
|
See accompanying Notes to Consolidated Financial Statements (unaudited).
11
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 1 -- Nature of Operations
HCI Group, Inc., together with its subsidiaries (“HCI” or the “Company”), is primarily engaged in the property and casualty insurance business through two Florida domiciled insurance companies, Homeowners Choice Property & Casualty Insurance Company, Inc. (“HCPCI”) and TypTap Insurance Company (“TypTap”). Both HCPCI and TypTap are authorized to underwrite various homeowners’ property and casualty insurance products and allied lines business in the state of Florida and in other states. The operations of both insurance subsidiaries are supported by HCI Group, Inc. and certain HCI subsidiaries. The Company emphasizes the use of internally developed technologies to collect and analyze claims and other supplemental data to generate savings and efficiency for the operations of the insurance subsidiaries. In addition, Greenleaf Capital, LLC, the Company’s real estate subsidiary, is primarily engaged in the business of owning and leasing real estate and operating marina facilities.
Impact of Hurricane Ian
On September 28, 2022, Hurricane Ian made landfall in southwestern Florida as a dangerous, high-end Category 4 storm. After crossing the Florida peninsula, it made a second landfall on September 30, 2022 in coastal South Carolina. On a pre-tax consolidated basis, estimated gross losses related to Hurricane Ian totaled $
As a result of Hurricane Ian, the balance of previously accrued benefits under one multi-year reinsurance contract with retrospective provisions was decreased by $
On September 28, 2022, the Florida Office of Insurance Regulation issued an emergency order in response to Hurricane Ian preventing insurers regulated under the Florida Insurance Code from cancelling or non-renewing a policy as well as issuing a notice of cancellation or nonrenewal of a policy between September 28, 2022 and November 28, 2022, except at the written request of the policyholder. This rule does not apply to new policies effective on or after September 28, 2022.
Assumed Business
Northeast Region
In 2021, the Company began providing quota share reinsurance on all in-force, new and renewal policies issued by United Property & Casualty Insurance Company, an insurance subsidiary of United Insurance Holdings Corporation (“United”), in the states of Connecticut, New Jersey, Massachusetts, and Rhode Island (collectively “Northeast Region”). Through its insurance subsidiaries, the Company began renewing and/or replacing United policies in two states in December 2021, a third state in January 2022, and the fourth state in April 2022.
Southeast Region
In February 2022, HCPCI entered into another reinsurance agreement with United where HCPCI provides
12
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Under this agreement, HCPCI paid United a catastrophe allowance of
The Company also entered into a renewal rights agreement with United in connection with the Southeast Region assumed business. Under the renewal rights agreement, the Company has the right to renew and/or replace United’s insurance policies at the end of their respective policy periods. The ability to replace policies is subject to regulatory approvals in the three states. The policy replacement date was set for June 1, 2022 or such other date as mutually agreed by both parties. In connection with the transaction, United agreed to not compete with the Company for the issuance of personal lines homeowners business in these three states until July 1, 2025. As part of the transaction, United will receive a renewal rights ceding commission of
The Company began renewing United’s policies in South Carolina on June 1, 2022. The policy replacement date for North Carolina policies has yet to be determined and the Company, through TypTap, entered into a new quota share reinsurance agreement in June 2022 to provide
13
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 2 -- Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements for HCI Group, Inc. and its majority-owned and controlled subsidiaries (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and the Securities and Exchange Commission (“SEC”) rules for interim financial reporting. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company’s financial position as of September 30, 2022 and the results of operations and cash flows for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for any subsequent interim period or for the fiscal year ending December 31, 2022. The accompanying unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021 included in the Company’s Form 10-K, which was filed with the SEC on March 10, 2022.
In preparing the interim unaudited consolidated financial statements, management was required to make certain judgments, assumptions, and estimates that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the financial reporting date and throughout the periods being reported upon. Certain of the estimates result from judgments that can be subjective and complex and consequently actual results may differ from these estimates.
Material estimates that are particularly susceptible to significant change in the near term are related to the Company’s losses and loss adjustment expenses, which include amounts estimated for claims incurred but not yet reported. The Company uses various assumptions and actuarial data it believes to be reasonable under the circumstances to make these estimates. In addition, accounting policies specific to reinsurance with retrospective provisions, reinsurance recoverable, deferred income taxes, limited partnership investments, intangible assets acquired from United, and stock-based compensation expense involve significant judgments and estimates material to the Company’s consolidated financial statements.
All significant intercompany balances and transactions have been eliminated.
Allowance for Credit Losses
Allowance for credit losses represents an estimation of potential losses that the Company may experience due to credit risk. The allowance for credit losses account is a contra account of a financial asset to reflect the net amount expected to be collected. For certain financial assets related to insurance business such as reinsurance recoverable and reinsurance receivable for premium refund, the Company uses a rating-based method, which is a modified version of the probability of default method. It requires two key inputs: a) the liquidation rate and b) the amount of loss exposure. The liquidation rate, which is published annually, is the ratio of impaired insurance companies that were eventually liquidated to the group of insurance companies considered by A.M. Best in its study. The amount of loss exposure represents the future billing balance, net of any collateral, spread over the projected periods that are based on the Company’s historical claim payment pattern. The rating-based method measures credit losses by multiplying the future billings grouped by insurance rating over the projected periods by their corresponding liquidation rates by insurance rating.
For paid reinsurance recoverable which is due within 90 days after billing, the Company will rely heavily on each reinsurer’s current rating, recent financial condition, and historical collection problems, if any, in
14
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
determining the expected credit loss. For risk attributable to disagreements between an insurer and reinsurer regarding a difference in interpretation of provisions in a reinsurance agreement (“dispute risk”), the Company will continue to use an incurred loss method to estimate losses. At September 30, 2022, there was no dispute risk associated with the reinsurance recoverable balance.
Long-Term Debt
Long-term debt includes debt instruments and finance lease obligations. A debt instrument is generally classified as a liability and carried at amortized cost, net of any issuance costs. Debt issuance costs are capitalized and amortized to interest expense over the expected life of the debt instrument using the effective interest method. At issuance, a debt instrument with embedded features such as conversion and redemption options is evaluated to determine whether bifurcation and derivative accounting is applicable. Any embedded feature other than the conversion option is evaluated at issuance to determine if it is probable that such embedded feature will be exercised. If the Company concludes that the exercisability of that embedded feature is not probable, the embedded feature is considered to be non-substantive and would not impact the initial measurement and expected life of the debt instrument.
Revenue from Claims Processing Services
Revenue related to claims processing services is included in other revenue in the consolidated statements of income. For the three and nine months ended September 30, 2022, revenues from claims processing services were $
Reclassification
Certain prior year amounts have been reclassified to conform to the current year presentation. Ceded reinsurance premiums payable were reclassified out of other liabilities for the nine months ended September 30, 2021 within the consolidated statement of cash flows to conform with the current year presentation.
Note 3 -- Cash, Cash Equivalents, and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows.
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
Restricted cash represents funds in the Company’s sole ownership held by certain states in which the Company’s insurance subsidiaries conduct business to meet regulatory requirements and not available for immediate business use. Funds withheld in an account for which the Company is a co-owner but not the named beneficiary are not considered restricted cash and are included in funds withheld for assumed business on the consolidated balance sheets.
15
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 4 -- Investments
a) Available-for-Sale Fixed-Maturity Securities
The Company holds investments in fixed-maturity securities that are classified as available-for-sale. At September 30, 2022 and December 31, 2021, the cost or amortized cost, allowance for credit loss, gross unrealized gains and losses, and estimated fair value of the Company’s available-for-sale securities by security type were as follows:
|
|
Cost or |
|
|
Allowance |
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|||||
|
|
Cost |
|
|
Loss |
|
|
Gain |
|
|
Loss |
|
|
Value |
|
|||||
As of September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. Treasury and U.S. government agencies |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Corporate bonds |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
States, municipalities, and political subdivisions |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Exchange-traded debt |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Redeemable preferred stock |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Total |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
As of December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. Treasury and U.S. government agencies |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Corporate bonds |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|||
States, municipalities, and political subdivisions |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Exchange-traded debt |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Redeemable preferred stock |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
Expected maturities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without penalties.
|
|
September 30, 2022 |
|
|
December 31, 2021 |
|
||||||||||
|
|
Cost or |
|
|
Estimated |
|
|
Cost or |
|
|
Estimated |
|
||||
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Amortized Cost |
|
|
Fair Value |
|
||||
Available-for-sale |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Due in one year or less |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Due after one year through five years |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Due after five years through ten years |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Due after ten years |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
16
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Sales of Available-for-Sale Fixed-Maturity Securities
Proceeds received, and the gross realized gains and losses from sales of available-for-sale fixed-maturity securities, for the three and nine months ended September 30, 2022 and 2021 were as follows:
|
|
|
|
|
Gross |
|
|
Gross |
|
|||
|
|
Proceeds |
|
|
Gains |
|
|
Losses |
|
|||
Three months ended September 30, 2022 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Three months ended September 30, 2021 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Nine months ended September 30, 2022 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Nine months ended September 30, 2021 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
Gross Unrealized Losses for Available-for-Sale Fixed-Maturity Securities
Securities with gross unrealized loss positions at September 30, 2022 and December 31, 2021, aggregated by investment category and length of time the individual securities have been in a continuous loss position, are as follows:
|
|
Less Than Twelve Months |
|
|
Twelve Months or Longer |
|
|
Total |
|
|||||||||||||||
|
|
Gross |
|
|
Estimated |
|
|
Gross |
|
|
Estimated |
|
|
Gross |
|
|
Estimated |
|
||||||
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
||||||
As of September 30, 2022 |
|
Loss |
|
|
Value |
|
|
Loss |
|
|
Value |
|
|
Loss |
|
|
Value |
|
||||||
U.S. Treasury and U.S. government |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Corporate bonds |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|||
States, municipalities, and political |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Exchange-traded debt |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Redeemable preferred stock |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total available-for-sale securities |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
Less Than Twelve Months |
|
|
Twelve Months or Longer |
|
|
Total |
|
|||||||||||||||
|
|
Gross |
|
|
Estimated |
|
|
Gross |
|
|
Estimated |
|
|
Gross |
|
|
Estimated |
|
||||||
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
||||||
As of December 31, 2021 |
|
Loss |
|
|
Value |
|
|
Loss |
|
|
Value |
|
|
Loss |
|
|
Value |
|
||||||
U.S. Treasury and U.S. government |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Corporate bonds |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Redeemable preferred stock |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total available-for-sale securities |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
At September 30, 2022 and December 31, 2021, there were
17
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Allowance for Credit Losses of Available-for-Sale Fixed-Maturity Securities
The Company regularly reviews its individual investment securities for credit impairment. The Company considers various factors in determining whether a credit loss exists for each individual security, including-
The table below summarizes the activity in the allowance for credit losses of available-for-sale securities for the three and nine months ended September 30, 2022 and 2021:
|
|
|
|
|
|
|
||
|
|
2022 |
|
|
2021 |
|
||
Balance at January 1 |
|
$ |
|
|
$ |
|
||
Reductions for securities sold |
|
|
|
|
|
( |
) |
|
Balance at March 31 |
|
$ |
|
|
$ |
|
||
Reductions for securities exchanged |
|
|
|
|
|
( |
) |
|
Balance at June 30 |
|
$ |
|
|
$ |
|
||
Balance at September 30 |
|
$ |
|
|
$ |
|
b) Equity Securities
The Company holds investments in equity securities measured at fair values which are readily determinable.
|
|
|
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
||||
|
|
Cost |
|
|
Gain |
|
|
Loss |
|
|
Value |
|
||||
September 30, 2022 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
The table below presents the portion of unrealized gains and losses in the Company’s consolidated statements of income related to equity securities still held.
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Net (losses) gains recognized |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
Exclude: Net realized (losses) gains |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Net unrealized losses recognized |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
18
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Sales of Equity Securities
Proceeds received, and the gross realized gains and losses from sales of equity securities, for the three and nine months ended September 30, 2022 and 2021 were as follows:
|
|
|
|
|
Gross |
|
|
Gross |
|
|||
|
|
Proceeds |
|
|
Gains |
|
|
Losses |
|
|||
Three months ended September 30, 2022 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Three months ended September 30, 2021 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Nine months ended September 30, 2022 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Nine months ended September 30, 2021 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
c) Limited Partnership Investments
The Company has interests in limited partnerships that are not registered or readily tradeable on a securities exchange. These partnerships are private equity funds managed by general partners who make decisions with regard to financial policies and operations. As such, the Company is not the primary beneficiary and does not consolidate these partnerships.
|
|
September 30, 2022 |
|
|
December 31, 2021 |
|
||||||||||||||||||
|
|
Carrying |
|
|
Unfunded |
|
|
|
|
|
Carrying |
|
|
Unfunded |
|
|
|
|
||||||
Investment Strategy |
|
Value |
|
|
Balance |
|
|
(%) (a) |
|
|
Value |
|
|
Balance |
|
|
(%) (a) |
|
||||||
Primarily in senior secured loans and, to a |
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||||
Value creation through active distressed debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
High returns and long-term capital appreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Value-oriented investments in less liquid and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Value-oriented investments in mature real |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Risk-adjusted returns on credit and equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
19
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
The following is the summary of aggregated unaudited financial information of limited partnerships included in the investment strategy table above, which in certain cases is presented on a three-month lag due to the unavailability of information at the Company’s respective balance sheet dates. The financial statements of these limited partnerships are audited annually.
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Operating results: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total income |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Total expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
Balance sheet: |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Total liabilities |
|
$ |
|
|
$ |
|
For the three and nine months ended September 30, 2022, the Company recognized net investment income of $
For the three and nine months ended September 30, 2021, the Company recognized net investment income of $
20
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
received total cash distributions of $
At September 30, 2022 and December 31, 2021, the Company’s net cumulative contributed capital to the partnerships at each respective balance sheet date totaled $
d) Investment in Unconsolidated Joint Venture
Melbourne FMA, LLC, a wholly owned subsidiary, currently has an equity investment in FMKT Mel JV, a Florida limited liability company treated as a joint venture under U.S. GAAP. At September 30, 2022 and December 31, 2021, the Company’s maximum exposure to loss relating to the variable interest entity was $
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Operating results: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total expenses |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company’s share of net income* |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
*
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
Balance sheet: |
|
|
|
|
|
|
||
Property and equipment, net |
|
$ |
|
|
$ |
|
||
Cash |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Members’ capital |
|
$ |
|
|
$ |
|
||
Total members’ capital |
|
$ |
|
|
$ |
|
||
Investment in unconsolidated joint venture, at equity** |
|
$ |
|
|
$ |
|
**
21
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
e) Real Estate Investments
Real estate investments consist of the following as of September 30, 2022 and December 31, 2021:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
Land |
|
$ |
|
|
$ |
|
||
Land improvements |
|
|
|
|
|
|
||
Buildings and building improvements |
|
|
|
|
|
|
||
Tenant and leasehold improvements |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total, at cost |
|
|
|
|
|
|
||
Less: accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Real estate investments |
|
$ |
|
|
$ |
|
In May 2022, the Company sold one outparcel in Sorrento, Florida for net proceeds of $
f) Net Investment Income (Loss)
Net investment income (loss), by source, is summarized as follows:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Available-for-sale fixed-maturity securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Limited partnership investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income from unconsolidated joint |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net investment income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
For the three months ended September 30, 2022, income from real estate investments included a net realized gain of $
22
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
g) Other Investments
From time to time, the Company may invest in financial assets other than stocks, mutual funds and bonds. For the three months ended September 30, 2022 and 2021, net realized gains related to other investments were $
Note 5 -- Comprehensive Income (Loss)
Comprehensive income (loss) includes net income and other comprehensive income or loss, which for the Company includes changes in unrealized gains or losses of investments carried at fair value and changes to any credit losses related to these investments. Reclassification adjustments for realized (gains) losses are reflected in net realized investment gains (losses) on the consolidated statements of income.
|
|
Three Months Ended |
|
|
Three Months Ended |
|
||||||||||||||||||
|
|
September 30, 2022 |
|
|
September 30, 2021 |
|
||||||||||||||||||
|
|
Before |
|
|
Income |
|
|
Net of |
|
|
Before |
|
|
Income |
|
|
Net of |
|
||||||
|
|
Tax |
|
|
Tax Effect |
|
|
Tax |
|
|
Tax |
|
|
Tax Effect |
|
|
Tax |
|
||||||
Net unrealized losses |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Reclassification adjustment for realized |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|||
Total other comprehensive loss |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
Nine Months Ended |
|
|
Nine Months Ended |
|
||||||||||||||||||
|
|
September 30, 2022 |
|
|
September 30, 2021 |
|
||||||||||||||||||
|
|
Before |
|
|
Income |
|
|
Net of |
|
|
Before |
|
|
Income |
|
|
Net of |
|
||||||
|
|
Tax |
|
|
Tax Effect |
|
|
Tax |
|
|
Tax |
|
|
Tax Effect |
|
|
Tax |
|
||||||
Net unrealized losses |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Call and repayment gains charged to |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|||
Reclassification adjustment for realized |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|||
Total other comprehensive loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Note 6 -- Fair Value Measurements
The Company records and discloses certain financial assets at their estimated fair values. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows:
Level 1 |
– |
Unadjusted quoted prices in active markets for identical assets. |
Level 2 |
– |
Other inputs that are observable for the asset, either directly or indirectly such as quoted prices for identical assets that are not observable throughout the full term of the asset. |
Level 3 |
– |
Inputs that are unobservable. |
23
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Valuation Methodology
Cash and Cash Equivalents
Cash and cash equivalents primarily consist of money-market funds and certificates of deposit maturing within
Restricted Cash
Restricted cash represents cash held by state authorities and the carrying value approximates fair value.
Fixed-Maturity and Equity Securities
Estimated fair values of the Company’s fixed-maturity and equity securities are determined in accordance with U.S. GAAP, using valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Fair values are generally measured using quoted prices in active markets for identical securities or other inputs that are observable either directly or indirectly, such as quoted prices for similar securities. In those instances where observable inputs are not available, fair values are measured using unobservable inputs. Unobservable inputs reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the security and are developed based on the best information available in the circumstances. Fair value estimates derived from unobservable inputs are significantly affected by the assumptions used, including the discount rates and the estimated amounts and timing of future cash flows. The derived fair value estimates cannot be substantiated by comparison to independent markets and are not necessarily indicative of the amounts that would be realized in a current market exchange.
The estimated fair values for securities that do not trade on a daily basis are determined by management, utilizing prices obtained from an independent pricing service and information provided by brokers, which are level 2 inputs. Management reviews the assumptions and methods utilized by the pricing service and then compares the relevant data and pricing to broker-provided data. The Company gains assurance of the overall reasonableness and consistent application of the assumptions and methodologies, and compliance with accounting standards for fair value determination through ongoing monitoring of the reported fair values.
Revolving Credit Facility
From time to time, the Company has an amount outstanding under a revolving credit facility. The interest rate is variable and is periodically adjusted based on the London Interbank Offered Rate plus a spread. As a result, carrying value, when outstanding, approximates fair value.
24
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Long-Term Debt
The following table summarizes components of the Company’s long-term debt and methods used in estimating their fair values:
|
Maturity Date |
Valuation Methodology |
Assets Measured at Estimated Fair Value on a Recurring Basis
The following tables present information about the Company’s financial assets measured at estimated fair value on a recurring basis. The tables indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value as of September 30, 2022 and December 31, 2021:
|
|
Fair Value Measurements Using |
|
|
|
|
||||||||||
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Total |
|
||||
As of September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Restricted cash |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Fixed-maturity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury and U.S. government agencies |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Corporate bonds |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
State, municipalities, and political subdivisions |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Exchange-traded debt |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Redeemable preferred stock |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total available-for-sale securities |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Equity securities |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
|
Fair Value Measurements Using |
|
|
|
|
||||||||||
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Total |
|
||||
As of December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Restricted cash |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Fixed-maturity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury and U.S. government agencies |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Corporate bonds |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
State, municipalities, and political subdivisions |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Exchange-traded debt |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Redeemable preferred stock |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total available-for-sale securities |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Equity securities |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
25
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Liabilities Carried at Other Than Fair Value
The following tables present fair value information for liabilities that are carried on the consolidated balance sheets at amounts other than fair value as of September 30, 2022 and December 31, 2021:
|
|
Carrying |
|
|
Fair Value Measurements Using |
|
|
Estimated |
|
|||||||||||
|
|
Value |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Fair Value |
|
|||||
As of September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Total long-term debt |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
Carrying |
|
|
Fair Value Measurements Using |
|
|
Estimated |
|
|||||||||||
|
|
Value |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Fair Value |
|
|||||
As of December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revolving credit facility |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Long-term debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Total long-term debt |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
Note 7 -- Intangible Assets, Net
The Company’s intangible assets, net consist of the following:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
Anchor tenant relationships (a) |
|
$ |
|
|
$ |
|
||
In-place leases |
|
|
|
|
|
|
||
Policy renewal rights - United |
|
|
|
|
|
|
||
Non-compete agreements - United (b) |
|
|
|
|
|
|
||
Total, at cost |
|
|
|
|
|
|
||
Less: accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Intangible assets, net |
|
$ |
|
|
$ |
|
26
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
The remaining weighted-average amortization periods for the intangible assets at September 30, 2022 are summarized in the table below:
Anchor tenant relationships |
|
|
In-place leases |
|
|
Policy renewal rights - United |
|
In connection with the Southeast Region assumed business as described in Note 1 -- “Nature of Operations” the Company recorded intangible assets of $
The renewal rights and non-compete intangible assets acquired do not meet the definition of a business as substantially all of the fair value of the intangible assets acquired are concentrated in a group of similar assets. Therefore, the Company accounted for the purchase of the renewal rights and non-compete intangible assets as an asset acquisition.
Note 8 -- Other Assets
The following table summarizes the Company’s other assets:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
Benefits receivable related to retrospective reinsurance contracts |
|
$ |
|
|
$ |
|
||
Reimbursement receivable under TPA service |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Deposits |
|
|
|
|
|
|
||
Lease acquisition costs, net |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total other assets |
|
$ |
|
|
$ |
|
Note 9 -- Revolving Credit Facility
In May 2022, the Company repaid the entire credit facility balance of $
27
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 10 -- Long-Term Debt
The following table summarizes the Company’s long-term debt:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Finance lease liabilities, due through |
|
|
|
|
|
|
||
Total principal amount |
|
|
|
|
|
|
||
Less: unamortized issuance costs |
|
|
( |
) |
|
|
( |
) |
Total long-term debt |
|
$ |
|
|
$ |
|
The following table summarizes future maturities of long-term debt as of September 30, 2022, which takes into consideration the assumption that the
Due in 12 months following September 30, |
|
|
|
|
2022 |
|
$ |
|
|
2023 |
|
|
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
Information with respect to interest expense related to long-term debt is as follows:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Interest Expense: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contractual interest |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Non-cash expense (a) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
4.75% Convertible Senior Notes
In May 2022, the Company issued 4.75% Convertible Senior Notes in a private offering for an aggregate principal amount of $
The 4.75% Convertible Senior Notes rank equally in right of payment to the Company’s existing and future unsecured and unsubordinated obligations. The 4.75% Convertible Senior Notes do not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or
28
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
the issuance or repurchase of securities by the Company or any of its subsidiaries. The 4.75% Convertible Senior Notes provide no protection to the note holders in the event of a fundamental change or other corporate transaction involving the Company except those described in the indenture. The 4.75% Convertible Senior Notes do not require a sinking fund to be established for the purpose of redemption. In conjunction with the issuance of the 4.75% Convertible Senior Notes, the Company entered into a share repurchase agreement providing for the repurchase of shares of the Company’s common stock. See Note 18 -- “Equity” under Share Repurchase Agreement for additional information.
Embedded Conversion Feature
The conversion feature of the
The conversion rate of the
The note holders who elect to convert their convertible senior notes in connection with a fundamental change as described in the indenture will be entitled to a “make-whole” adjustment in the form of an increase in the conversion rate. Upon conversion, the Company has the option to satisfy its conversion obligation by paying or delivering cash, shares of its common stock or a combination of cash and shares of its common stock. As of September 30, 2022, none of the conditions allowing the holders of the 4.75% Convertible Senior Notes to convert had been met.
The Company determined that the 4.75% Convertible Senior Notes’ embedded conversion feature is not a derivative financial instrument and does not require bifurcation.
Embedded Redemption Feature – Fundamental Change
The note holders have the right to require the Company to repurchase for cash all or any portion of the 4.75% Convertible Senior Notes at par prior to the maturity date should any of the fundamental change events described in the indenture occur. The Company concluded that this embedded redemption feature is not a derivative financial instrument, does not require bifurcation, and that it is not probable at issuance that any of the
29
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
specified fundamental change events will occur. Therefore, this embedded redemption feature is not substantive and will not affect the expected life of the liability.
Embedded Redemption Feature – Put Option of the Note Holder
At the option of the holders of the 4.75% Convertible Senior Notes, the Company is required to repurchase for cash all or any portion of the 4.75% Convertible Senior Notes at par on
The effective interest rate for the 4.75% Convertible Senior Notes, taking into account both cash and non-cash components, approximates
4.25% Convertible Senior Notes
On March 1, 2022, none of the holders of the 4.25% Convertible Senior Notes exercised the put option, which would have required the Company to repurchase for cash all or any portion of the notes at par. The Company’s recent cash dividends on common stock have exceeded $
The debt issuance costs for the 4.25% Convertible Senior Notes had been fully amortized as of February 2022.
Note 11 -- Reinsurance
Reinsurance obtained from other insurance companies
The Company cedes a portion of its homeowners’ insurance exposure to other entities under catastrophe excess of loss reinsurance contracts and a portion of its flood insurance exposure under one quota share reinsurance agreement. Ceded premiums under most catastrophe excess of loss reinsurance contracts are subject to revision resulting from subsequent adjustments in total insured value. Under the terms of the quota share reinsurance agreement, the Company is entitled to a
30
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
The Company remains liable for claims payments in the event that any reinsurer is unable to meet its obligations under the reinsurance agreements. Failure of reinsurers to honor their obligations could result in losses to the Company. The Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities or economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. The Company contracts with a number of reinsurers to secure its annual reinsurance coverage, which generally becomes effective June 1st of each year. The Company purchases reinsurance each year taking into consideration probable maximum losses and reinsurance market conditions.
The impact of the reinsurance contracts on premiums written and earned is as follows:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Premiums Written: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Direct |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Assumed |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross written |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ceded |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net premiums written |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Premiums Earned: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Direct |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Assumed |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross earned |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ceded |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net premiums earned |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
During the three and nine months ended September 30, 2022, the Company recognized ceded losses of $
One of the existing reinsurance contracts includes retrospective provisions that adjust premiums in the event losses are minimal or zero. Prior to June 1, 2022, there were two reinsurance contracts with retrospective provisions. As a result of Hurricane Ian, the balance of previously accrued benefits under the multi-year reinsurance contract with retrospective provisions was decreased by $
31
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
three and nine months ended September 30, 2021, the Company recognized reductions in premiums ceded of $
Amounts receivable pursuant to retrospective provisions are reflected in other assets. At September 30, 2022 and December 31, 2021, other assets included $
Reinsurance provided to other insurance companies
For the three months ended September 30, 2022, assumed premiums written related to the Northeast Region’s insurance policies were $
Effective December 31, 2021, the Company entered into a separate agreement to provide 85% quota share reinsurance on United’s personal lines insurance policies in the states of Georgia, South Carolina and North Carolina through May 31, 2022. Effective June 1, 2022, the Company entered into a new agreement to provide 100% quota share reinsurance on United’s personal lines insurance policies in the Southeast Region. For the three and nine months ended September 30, 2022, assumed premiums written related to the Southeast Region’s insurance policies were $
At September 30, 2022 and December 31, 2021, the balance of funds withheld for assumed business related to the Company’s quota share reinsurance agreements with United was $
Note 12 -- Losses and Loss Adjustment Expenses
The liability for losses and loss adjustment expenses (“LAE”) is determined on an individual case basis for all claims reported. The liability also includes amounts for unallocated expenses, anticipated future claim development and losses incurred but not reported.
The Company primarily writes insurance in states which could be exposed to hurricanes or other natural catastrophes. The occurrence of a major catastrophe could have a significant effect on the Company’s quarterly
32
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
results and cause a temporary disruption of the normal operations of the Company. However, the Company is unable to predict the frequency or severity of any such events that may occur in the near term or thereafter.
Activity in the liability for losses and LAE is summarized as follows:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Net balance, beginning of period* |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Incurred, net of reinsurance, related to: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total incurred, net of reinsurance |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Paid, net of reinsurance, related to: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current period |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Prior period |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total paid, net of reinsurance |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net balance, end of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Add: reinsurance recoverable before allowance for |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross balance, end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
* Net balance represents beginning-of-period liability for unpaid losses and LAE less beginning-of-period reinsurance recoverable for unpaid losses and LAE.
The establishment of loss and LAE reserves is an inherently uncertain process and changes in loss and LAE reserve estimates are expected as these estimates are subject to the outcome of future events. Changes in estimates, or differences between estimates and amounts ultimately paid, are reflected in the operating results of the period during which such estimates are adjusted. During the three and nine months ended September 30, 2022, the Company recognized losses related to prior periods of $
33
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 13 -- Segment Information
The Company identifies its operating divisions or segments based on managerial emphasis, organizational structure and revenue source. In the first quarter of 2021, the Company reorganized its operations to focus on specific business segments, resulting in the creation of TTIG with a separate workforce, board of directors and financial reporting structure. Companies under TTIG include TypTap, TypTap Management Company, Exzeo USA, Inc., and Cypress Tech Development Company, Inc., the parent company of an India company, Exzeo Software Private Limited. TTIG and its subsidiaries are considered a new reporting segment known as TypTap Group. The Company has
For the three months ended September 30, 2022 and 2021, revenues from the HCPCI insurance operations segment before intracompany elimination represented
34
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
The following tables present segment information reconciled to the Company’s consolidated statements of income. Intersegment transactions are not eliminated from segment results. However, intracompany transactions are eliminated in segment results below.
|
|
HCPCI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Insurance |
|
|
TypTap |
|
|
Real |
|
|
Corporate/ |
|
|
Reclassification/ |
|
|
|
|
||||||
For Three Months Ended September 30, 2022 |
|
Operations |
|
|
Group |
|
|
Estate (a) |
|
|
Other (b) |
|
|
Elimination |
|
|
Consolidated |
|
||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gross premiums earned (c) |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|||
Premiums ceded |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
Net premiums earned |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|||
Net income from investment portfolio |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Policy fee income |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Gain on involuntary conversion |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Losses and loss adjustment expenses |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Amortization of deferred policy acquisition costs |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Other policy acquisition expenses |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Interest expense |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Personnel and other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
(Loss) income before income taxes |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
Total revenue from non-affiliates (d) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
||||||
Gross premiums written |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
35
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
|
|
HCPCI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Insurance |
|
|
TypTap |
|
|
Real |
|
|
Corporate/ |
|
|
Reclassification/ |
|
|
|
|
||||||
For Three Months Ended September 30, 2021 |
|
Operations |
|
|
Group |
|
|
Estate (a) |
|
|
Other (b) |
|
|
Elimination |
|
|
Consolidated |
|
||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gross premiums earned |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|||
Premiums ceded |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
Net premiums earned |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Net income from investment portfolio |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Policy fee income |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Losses and loss adjustment expenses |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Amortization of deferred policy acquisition costs |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Other policy acquisition expenses |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Interest expense |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Debt conversion expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Personnel and other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Income (loss) before income taxes |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
||
Total revenue from non-affiliates (c) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
||||||
Gross premiums written |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
36
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
|
|
HCPCI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Insurance |
|
|
TypTap |
|
|
Real |
|
|
Corporate/ |
|
|
Reclassification/ |
|
|
|
|
||||||
For Nine Months Ended September 30, 2022 |
|
Operations |
|
|
Group |
|
|
Estate (a) |
|
|
Other (b) |
|
|
Elimination |
|
|
Consolidated |
|
||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gross premiums earned (c) |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|||
Premiums ceded |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
Net premiums earned |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|||
Net (loss) income from investment portfolio |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Policy fee income |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Gain on involuntary conversion |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Losses and loss adjustment expenses |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Amortization of deferred policy acquisition costs |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Other policy acquisition expenses |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Personnel and other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
(Loss) income before income taxes |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
Total revenue from non-affiliates (d) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
||||||
Gross premiums written |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
37
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
|
|
HCPCI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Insurance |
|
|
TypTap |
|
|
Real |
|
|
Corporate/ |
|
|
Reclassification/ |
|
|
|
|
||||||
For Nine Months Ended September 30, 2021 |
|
Operations |
|
|
Group |
|
|
Estate (a) |
|
|
Other (b) |
|
|
Elimination |
|
|
Consolidated |
|
||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gross premiums earned |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|||
Premiums ceded |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
Net premiums earned |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Net income from investment portfolio |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Policy fee income |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Losses and loss adjustment expenses |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Amortization of deferred policy acquisition costs |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Other policy acquisition expenses |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Debt conversion expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Personnel and other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Income (loss) before income taxes |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
|
|||
Total revenue from non-affiliates (c) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
||||||
Gross premiums written |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents segment assets reconciled to the Company’s total assets on the consolidated balance sheets:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
Segments: |
|
|
|
|
|
|
||
HCPCI Insurance Operations |
|
$ |
|
|
$ |
|
||
TypTap Group |
|
|
|
|
|
|
||
Real Estate Operations |
|
|
|
|
|
|
||
Corporate and Other |
|
|
|
|
|
|
||
Consolidation and Elimination |
|
|
( |
) |
|
|
( |
) |
Total assets |
|
$ |
|
|
$ |
|
38
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 14 -- Leases
The table below summarizes the Company’s right-of-use (“ROU”) assets and corresponding liabilities for operating and finance leases:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
Operating leases: |
|
|
|
|
|
|
||
ROU assets |
|
$ |
|
|
$ |
|
||
Liabilities |
|
$ |
|
|
$ |
|
||
Finance leases: |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|||
|
$ |
|
|
$ |
|
The Company’s lease of office space in India for its information technology operations expired in January 2022 and a new lease agreement was entered into effective February 2022 with an initial term of nine years.
The following table summarizes the Company’s operating and finance leases in which the Company is a lessee:
|
|
|
|
Renewal |
|
Other Terms and |
Class of Assets |
|
Initial Term |
|
Option |
|
Conditions |
Operating lease: |
|
|
|
|
|
|
Office equipment |
|
|
|
(a), (b) |
||
Office space |
|
|
|
(b), (c) |
||
Finance lease: |
|
|
|
|
|
|
Office equipment |
|
|
Not applicable |
|
(d) |
As of September 30, 2022, maturities of lease liabilities were as follows:
|
|
Leases |
|
|||||
|
|
Operating |
|
|
Finance |
|
||
Due in 12 months following September 30, |
|
|
|
|
|
|
||
2022 |
|
$ |
|
|
$ |
|
||
2023 |
|
|
|
|
|
|
||
2024 |
|
|
|
|
|
|
||
2025 |
|
|
|
|
|
|
||
2026 |
|
|
|
|
|
|
||
Thereafter |
|
|
|
|
|
|
||
Total lease payments |
|
|
|
|
|
|
||
Less: interest |
|
|
|
|
|
|
||
Total lease obligations |
|
$ |
|
|
$ |
|
39
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
The following table provides quantitative information with regards to the Company’s operating and finance leases:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Lease costs: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finance lease costs: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization – ROU assets* |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Operating lease costs* |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term lease costs* |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cash paid for amounts included in the |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating cash flows – finance leases |
|
|
|
|
|
|
|
$ |
— |
|
|
$ |
|
|||
Operating cash flows – operating leases |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
Financing cash flows – finance leases |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
September 30, |
|
|
|
|
|
|
|
|
|
|
||||
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average remaining lease term: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finance leases (in years) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating leases (in years) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average discount rate: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finance leases (%) |
|
|
% |
|
|
|
|
|
|
|
|
|
||||
Operating leases (%) |
|
|
% |
|
|
|
|
|
|
|
|
|
* Included in other operating expenses on the consolidated statements of income.
The following table summarizes the Company’s operating leases in which the Company is a lessor:
|
|
|
|
Renewal |
|
Other Terms and |
Class of Assets |
|
Initial Term |
|
Option |
|
Conditions |
Operating lease: |
|
|
|
|
|
|
Office space |
|
|
|
(e) |
||
Retail space |
|
|
|
(e) |
||
Boat docks/wet slips |
|
|
|
(e) |
Note 15 -- Income Taxes
During the three months ended September 30, 2022 and 2021, the Company recorded approximately $
40
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
and projected future taxable income. Management concluded that the negative evidence outweighed the positive evidence and therefore recorded a valuation allowance on the Company’s deferred tax assets as of September 30, 2022.
During the nine months ended September 30, 2022, the Company recorded approximately $
Note 16 -- Earnings Per Share
U.S. GAAP requires the Company to use the two-class method in computing basic earnings (loss) per share since holders of the Company’s restricted stock have the right to share in dividends, if declared, equally with common stockholders. These participating securities affect the computation of both basic and diluted earnings (loss) per share during periods of net income or loss. For a majority-owned subsidiary, its basic and diluted earnings (loss) per share are first computed separately. Then, the Company’s proportionate share in that majority-owned subsidiary’s earnings is added to the computation of both basic and diluted earnings (loss) per share at a consolidated level.
A summary of the numerator and denominator of the basic and diluted earnings per common share is presented below:
|
|
Three Months Ended |
|
|
Three Months Ended |
|
||||||||||||||||||
|
|
September 30, 2022 |
|
|
September 30, 2021 |
|
||||||||||||||||||
|
|
Loss |
|
|
Shares (a) |
|
|
Per Share |
|
|
Loss |
|
|
Shares (a) |
|
|
Per Share |
|
||||||
|
|
(Numerator) |
|
|
(Denominator) |
|
|
Amount |
|
|
(Numerator) |
|
|
(Denominator) |
|
|
Amount |
|
||||||
Net loss |
|
$ |
( |
) |
|
|
|
|
|
|
|
$ |
( |
) |
|
|
|
|
|
|
||||
Less: Net income attributable to redeemable |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Less: TypTap Group’s net loss attributable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss attributable to HCI |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Less: Loss attributable to participating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic Loss Per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss allocated to common stockholders |
|
|
( |
) |
|
|
|
|
$ |
( |
) |
|
|
( |
) |
|
|
|
|
$ |
( |
) |
||
Effect of Dilutive Securities: * |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock options |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Convertible senior notes |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Warrants |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Diluted Loss Per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss available to common stockholders and |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
(a) |
Shares in thousands. |
* |
For the three months ended September 30, 2022 and 2021, respectively, convertible senior notes, stock options, and warrants were excluded due to anti-dilutive effect. |
41
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
|
|
Nine Months Ended |
|
|
Nine Months Ended |
|
||||||||||||||||||
|
|
September 30, 2022 |
|
|
September 30, 2021 |
|
||||||||||||||||||
|
|
Loss |
|
|
Shares (a) |
|
|
Per Share |
|
|
Income |
|
|
Shares (a) |
|
|
Per Share |
|
||||||
|
|
(Numerator) |
|
|
(Denominator) |
|
|
Amount |
|
|
(Numerator) |
|
|
(Denominator) |
|
|
Amount |
|
||||||
Net (loss) income |
|
$ |
( |
) |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|||||
Less: Net income attributable to redeemable |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Less: TypTap Group’s net loss attributable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net (loss) income attributable to HCI |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Less: Loss (income) attributable to |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
Basic (Loss) Earnings Per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(Loss) income allocated to common |
|
|
( |
) |
|
|
|
|
$ |
( |
) |
|
|
|
|
|
|
|
$ |
|
||||
Effect of Dilutive Securities: * |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock options |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Convertible senior notes |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Warrants |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Diluted (Loss) Earnings Per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(Loss) income available to common |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
$ |
|
(a) |
Shares in thousands. |
* |
For the nine months ended September 30, 2022, convertible senior notes, stock options, and warrants were excluded due to anti-dilutive effect. For the nine months ended September 30, 2021, convertible senior notes were excluded due to anti-dilutive effect. |
Note 17 -- Redeemable Noncontrolling Interest
The following table summarizes the activity of redeemable noncontrolling interest during the nine months ended September 30, 2022 and 2021:
|
|
2022 |
|
|
2021 |
|
||
Balance at January 1 |
|
$ |
|
|
$ |
|
||
Initial proceeds from Centerbridge |
|
|
|
|
|
|
||
Increase (decrease): |
|
|
|
|
|
|
||
Proceeds allocated to warrants* |
|
|
|
|
|
( |
) |
|
Issuance costs |
|
|
|
|
|
( |
) |
|
Issuance costs allocated to warrants* |
|
|
|
|
|
|
||
Accrued cash dividends |
|
|
|
|
|
|
||
Accretion - increasing dividend rates |
|
|
|
|
|
|
||
Dividends paid |
|
|
( |
) |
|
|
|
|
Balance at March 31 |
|
$ |
|
|
$ |
|
||
Increase (decrease): |
|
|
|
|
|
|
||
Accrued cash dividends |
|
|
|
|
|
|
||
Accretion - increasing dividend rates |
|
|
|
|
|
|
||
Balance at June 30 |
|
$ |
|
|
$ |
|
||
Increase (decrease): |
|
|
|
|
|
|
||
Accrued cash dividends |
|
|
|
|
|
|
||
Accretion - increasing dividend rates |
|
|
|
|
|
|
||
Dividends paid |
|
|
( |
) |
|
|
( |
) |
Balance at September 30 |
|
$ |
|
|
$ |
|
42
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
*Net decrease related to warrants of $
For the three months ended September 30, 2022 and 2021, net income attributable to redeemable noncontrolling interest was $
Note 18 -- Equity
Stockholders’ Equity
Common Stock
In March 2022, the Company’s Board of Directors authorized a plan to repurchase up to $
On
Warrants
At September 30, 2022, there were warrants outstanding and exercisable to purchase
Share Repurchase Agreement
In conjunction with the issuance of the
43
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
and retire an aggregate of
Prepaid Share Repurchase Forward Contract
In March 2022, the Company’s share repurchase forward contract with Societe Generale, entered into in conjunction with the 2017 issuance of the
Noncontrolling Interests
At September 30, 2022, there were
During the three and nine months ended September 30, 2022, TTIG repurchased and retired a total of
Note 19 -- Stock-Based Compensation
2012 Omnibus Incentive Plan
The Company currently has outstanding stock-based awards granted under the Plan which is currently active and available for future grants. At September 30, 2022, there were
Stock Options
Stock options granted and outstanding under the incentive plan vest over a period of
44
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
A summary of the stock option activity for the three and nine months ended September 30, 2022 and 2021 is as follows (option amounts not in thousands):
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|||
|
|
|
|
|
Weighted |
|
|
Average |
|
|
|
|||
|
|
|
|
|
Average |
|
|
Remaining |
|
Aggregate |
|
|||
|
|
Number of |
|
|
Exercise |
|
|
Contractual |
|
Intrinsic |
|
|||
|
|
Options |
|
|
Price |
|
|
Term |
|
Value |
|
|||
Outstanding at January 1, 2022 |
|
|
|
|
$ |
|
|
|
$ |
|
||||
Outstanding at March 31, 2022 |
|
|
|
|
$ |
|
|
|
$ |
|
||||
Outstanding at June 30, 2022 |
|
|
|
|
$ |
|
|
|
$ |
|
||||
Outstanding at September 30, 2022 |
|
|
|
|
$ |
|
|
|
$ |
|
||||
Exercisable at September 30, 2022 |
|
|
|
|
$ |
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Outstanding at January 1, 2021 |
|
|
|
|
$ |
|
|
|
$ |
|
||||
Outstanding at March 31, 2021 |
|
|
|
|
$ |
|
|
|
$ |
|
||||
Outstanding at June 30, 2021 |
|
|
|
|
$ |
|
|
|
$ |
|
||||
Outstanding at September 30, 2021 |
|
|
|
|
$ |
|
|
|
$ |
|
||||
Exercisable at September 30, 2021 |
|
|
|
|
$ |
|
|
|
$ |
|
There were
Restricted Stock Awards
From time to time, the Company has granted and may grant restricted stock awards to certain executive officers, other employees and nonemployee directors in connection with their service to the Company. The terms of the Company’s outstanding restricted stock grants may include service, performance and market-based conditions. The determination of fair value with respect to the awards containing only service-based conditions is based on the market value of the Company’s common stock on the grant date. For awards with market-based conditions, the fair value is determined using a Monte Carlo simulation method, which calculates many potential outcomes for an award and then establishes fair value based on the most likely outcome.
45
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Information with respect to the activity of unvested restricted stock awards during the three and nine months ended September 30, 2022 and 2021 is as follows:
|
|
Number of |
|
|
Weighted |
|
||
|
|
Restricted |
|
|
Average |
|
||
|
|
Stock |
|
|
Grant Date |
|
||
|
|
Awards |
|
|
Fair Value |
|
||
Nonvested at January 1, 2022 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Vested |
|
|
( |
) |
|
$ |
|
|
Forfeited |
|
|
( |
) |
|
$ |
|
|
Nonvested at March 31, 2022 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Vested |
|
|
( |
) |
|
$ |
|
|
Forfeited |
|
|
( |
) |
|
$ |
|
|
Nonvested at June 30, 2022 |
|
|
|
|
$ |
|
||
Forfeited |
|
|
( |
) |
|
$ |
|
|
Nonvested at September 30, 2022 |
|
|
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Nonvested at January 1, 2021 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Vested |
|
|
( |
) |
|
$ |
|
|
Cancelled |
|
|
( |
) |
|
$ |
|
|
Forfeited |
|
|
( |
) |
|
$ |
|
|
Nonvested at March 31, 2021 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Vested |
|
|
( |
) |
|
$ |
|
|
Cancelled |
|
|
( |
) |
|
$ |
|
|
Forfeited |
|
|
( |
) |
|
$ |
|
|
Nonvested at June 30, 2021 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Forfeited |
|
|
( |
) |
|
$ |
|
|
Nonvested at September 30, 2021 |
|
|
|
|
$ |
|
The Company recognized compensation expense related to restricted stock, which is included in general and administrative personnel expenses, of $
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Deferred tax benefits recognized |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Tax benefits realized for restricted stock and |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Fair value of vested restricted stock |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
46
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
In February 2021, the Company cancelled
Subsidiary Equity Plan
For the three months ended September 30, 2022 and 2021, TypTap Group recognized compensation expense related to its stock-based awards of $
Note 20 -- Commitments and Contingencies
Obligations under Multi-Year Reinsurance Contracts
As of September 30, 2022, the Company has a contractual obligation related to one multi-year reinsurance contract. The contract was entered into effective June 1, 2022 and the Company’s previous two multi-year reinsurance contracts were commuted effective May 31, 2022. The contract may be cancelled only with the other party’s consent or when its respective experience account is positive at the end of each contract year.
Due in 12 months following September 30, |
|
|
|
|
2022 |
|
$ |
|
|
2023 |
|
|
|
|
Total |
|
$ |
|
Capital Commitments
As described in Note 4 -- “Investments” under Limited Partnership Investments, the Company is contractually committed to capital contributions for limited partnership interests. At September 30, 2022, there was an aggregate unfunded balance of $
FIGA Assessments
In October 2021, the Florida Office of Insurance Regulation approved a 2022 assessment for the Florida Insurance Guaranty Association (“FIGA”) which is necessary to secure funds for the payment of covered claims of insolvent insurance companies. The 2022 FIGA assessment is levied at
In March 2022, the Florida Office of Insurance Regulation approved an assessment for FIGA which is necessary to secure funds for the payment of covered claims relating to the liquidation of one insurance company. The FIGA assessment is levied at
47
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
insurance. The surcharge, which is collectible from a policyholder, will be assessed on new and renewal policies with effective dates beginning July 1, 2022 through June 30, 2023.
In August 2022, the Florida Office of Insurance Regulation approved a 2023 assessment for FIGA which is necessary to secure funds for the payment of covered claims relating to the liquidation of two insurance companies. The 2023 FIGA assessment is levied at
The Company’s insurance subsidiaries, as member insurers, are required to collect and remit the pass-through assessments to FIGA on a quarterly basis. As of September 30, 2022, the FIGA assessments payable by the Company were $
Note 21 -- Subsequent Events
In connection with the Company’s quota share reinsurance agreement to provide
On October 5, 2022,
On October 7, 2022, the Company received the entirety of the $
On
On November 7, 2022, the Company executed an amendment to the revolving credit facility with Fifth Third Bank. Under the terms of the amendment, the maximum debt-to-capital ratio as defined in the credit agreement is set at
48
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion under this Item 2 in conjunction with our consolidated financial statements and related notes and information included elsewhere in this quarterly report on Form 10-Q and in our Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 10, 2022. Unless the context requires otherwise, as used in this Form 10-Q, the terms “HCI,” “we,” “us,” “our,” “the Company,” “our company,” and similar references refer to HCI Group, Inc., a Florida corporation incorporated in 2006, and its subsidiaries. All dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are in whole dollars unless specified otherwise.
Forward-Looking Statements
In addition to historical information, this quarterly report contains forward-looking statements as defined under federal securities laws. Such statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements. Typically, forward-looking statements can be identified by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions. The important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include but are not limited to the effects of governmental regulation; changes in insurance regulations; the frequency and extent of claims; uncertainties inherent in reserve estimates; catastrophic events; changes in the demand for, pricing of, availability of or collectability of reinsurance; restrictions on our ability to change premium rates; increased rate pressure on premiums; the severity and impact of a pandemic; and other risks and uncertainties detailed herein and from time to time in our SEC reports.
OVERVIEW – General
HCI Group, Inc. is a Florida-based InsurTech company with operations in property and casualty insurance, reinsurance, real estate and information technology. After the reorganization of our business in the first quarter of 2021, we now manage our operations in the following organizational segments, based on managerial emphasis and evaluation of financial and operating performances:
For the three months ended September 30, 2022 and 2021, revenues from HCPCI insurance operations before intracompany elimination represented 60.5% and 73.9%, respectively, and revenues from TypTap Group represented 29.9% and 24.0%, respectively, of total revenues of all operating segments. For the nine months ended September 30, 2022 and 2021, revenues from HCPCI insurance operations before intracompany
49
elimination represented 66.6% and 76.4%, respectively, and revenues from TypTap Group represented 28.7% and 20.7%, respectively, of total revenues of all operating segments. At September 30, 2022 and December 31, 2021, HCPCI insurance operations’ total assets represented 55.9% and 58.7%, respectively, and TypTap Group’s total assets represented 36.7% and 29.3%, respectively, of the combined assets of all operating segments. See Note 13 -- “Segment Information” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q for additional information.
HCPCI Insurance Operations
Property and Casualty Insurance
HCPCI provides various forms of residential insurance products such as homeowners insurance, fire insurance, flood insurance and wind-only insurance. HCPCI is authorized to write residential property and casualty insurance in the states of Arkansas, California, Connecticut, Florida, Maryland, Massachusetts, New Jersey, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina and Texas. Currently, Florida is HCPCI’s primary market.
In 2021, HCPCI began providing quota share reinsurance on all in-force, new and renewal policies issued by United in the Northeast Region. HCPCI began renewing and/or replacing United policies in two states in December 2021, a third state in January 2022, and the fourth state in April 2022.
In February 2022, HCPCI entered into another reinsurance agreement with United where HCPCI provides 85% quota share reinsurance on all of United’s personal lines insurance business in the states of Georgia, North Carolina, and South Carolina (collectively “Southeast Region”) from December 31, 2021 through May 31, 2022. Under this agreement, HCPCI paid United a catastrophe allowance of 9% of premium and a provisional ceding commission of 25% of premium. In September 2022, HCPCI began renewing United’s policies in South Carolina.
Reinsurance and other auxiliary operations
We have a Bermuda domiciled wholly-owned reinsurance subsidiary, Claddaugh Casualty Insurance Company Ltd. We selectively retain risk in Claddaugh, reducing the cost of third-party reinsurance. Claddaugh fully collateralizes its exposure to HCPCI and TypTap by depositing funds into a trust account. Claddaugh may mitigate a portion of its risk through retrocession contracts, however Claddaugh did not enter into any retrocession contracts for the 2022-2023 treaty year. Currently, Claddaugh does not provide reinsurance to non-affiliates. Other auxiliary operations also include claim adjusting and processing services.
TypTap Group
Property and Casualty Insurance
TypTap Insurance Group, Inc. (“TTIG”), our majority-owned subsidiary, currently has four subsidiaries: TypTap Insurance Company (“TypTap”), TypTap Management Company, Exzeo USA, Inc., and Cypress Tech Development Company which also owns Exzeo Software Private Limited, a subsidiary domiciled in India. TTIG is primarily engaged in the property and casualty insurance business and is currently using internally developed technology to collect and analyze claims and other supplemental data to generate savings and efficiency for its insurance operations.
TypTap, TTIG’s insurance subsidiary, has been the primary source of our organic growth in gross written premium since 2016. TypTap’s policies in force have increased from 6,721 in January 2018 to 85,781 at September 30, 2022. TypTap has been successful in using internally developed proprietary technology to underwrite, select and write policies efficiently. As of November 2, 2022, TypTap has been approved to offer
50
homeowners coverage in 19 states outside of Florida. TypTap is currently operating in 12 states. In addition to the expansion in TypTap business, we also expect continued growth from the United policies assigned to TypTap through the renewal rights agreements acquired by HCI.
In 2021, TypTap began providing quota share reinsurance on all in-force, new and renewal policies issued by United in the Northeast Region. TypTap began renewing and/or replacing United policies in two states in December 2021, a third state in January 2022, and the fourth state in April 2022.
In June 2022, TypTap entered into a new reinsurance agreement with United where TypTap provides 100% quota share reinsurance on all of United’s personal lines insurance business in the Southeast Region from June 1, 2022 through May 31, 2023. In exchange, TypTap pays United a ceding commission of 16% of premium. Simultaneously, TypTap began renewing United’s policies in South Carolina.
Information Technology
Our information technology operations include a team of experienced software developers with extensive knowledge in developing web-based products and applications for mobile devices. The operations, which are in Tampa, Florida and Noida, India, are focused on developing cloud-based, innovative products and services that support in-house operations as well as our third-party relationships with our agency partners and claim vendors. These products include SAMSTM, HarmonyTM, AtlasViewer® and ClaimColonyTM.
Real Estate Operations
Our real estate operations consist of properties we own and use for our own operations and multiple properties we own and operate for investment purposes. Properties used in operations consist of one Tampa office building and an insurance operations site in Ocala, Florida. Our investment properties include retail shopping centers, one office building, two marinas, and undeveloped land near TTIG’s headquarters in Tampa, Florida.
In July 2022, we closed on our agreement to sell 1.5 acres of land in Tampa, Florida to the FDOT in connection with an eminent domain proceeding for a planned road improvement project. See Real Estate Investments under Note 4 -- “Investments” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q for additional information.
Other Operations
Holding company operations
Activities of our holding company, HCI Group, Inc., plus other companies that do not meet the quantitative and qualitative thresholds for a reportable segment comprise the operations of this segment.
51
Impact of Hurricane Ian
On September 28, 2022, Hurricane Ian made landfall in southwestern Florida as a dangerous, high-end Category 4 storm. After crossing the Florida peninsula, it made a second landfall on September 30, 2022 in coastal South Carolina. On a pre-tax consolidated basis, estimated gross losses related to Hurricane Ian totaled $970,000,000. After anticipated reinsurance recoveries, we incurred a net estimated loss of approximately $65,000,000. Gross loss estimates, including loss adjustment expenses, for HCPCI and TypTap were $550,518,000 and $419,482,000, respectively.
As a result of Hurricane Ian, the balance of previously accrued benefits under one multi-year reinsurance contract with retrospective provisions was decreased by $12,600,000 during the third quarter of 2022. Assuming the lack of more storm events, benefits remain available in future periods but at reduced amounts. In addition, we recognized an allowance for credit losses of approximately $399,000 related to Hurricane Ian’s unpaid ceded reinsurance recoverable.
On September 28, 2022, the Florida Office of Insurance Regulation issued an emergency order in response to Hurricane Ian preventing insurers regulated under the Florida Insurance Code from cancelling or non-renewing a policy as well as issuing a notice of cancellation or nonrenewal of a policy between September 28, 2022 and November 28, 2022, except at the written request of the policyholder. This rule does not apply to new policies effective on or after September 28, 2022.
Recent Events
In connection with our quota share reinsurance agreement to provide 100% reinsurance on all of United’s in-force, new and renewal policies in the Southeast Region from June 1, 2022 through May 31, 2023, we began renewing and/or replacing United’s policies in Georgia on October 1, 2022.
On October 5, 2022, 231,516 shares of restricted stock issued to employees vested one year subsequent to satisfaction of a market-based vesting condition on October 5, 2021. The restricted shares were granted in February 2021 with a grant date fair value of $36.57 per share. We repurchased and retired a total of 80,339 shares surrendered to satisfy payroll tax liabilities associated with the vesting of these restricted shares.
On October 7, 2022, we received the entirety of the $5,457,000 amount receivable pursuant to retrospective provisions under our previous two multi-year reinsurance contracts which were commuted effective May 31, 2022.
On October 13, 2022, our Board of Directors declared a quarterly dividend of $0.40 per common share. The dividends are payable on December 16, 2022 to stockholders of record on November 18, 2022.
On November 7, 2022, we executed an amendment to our revolving credit facility with Fifth Third Bank. Under the terms of the amendment, the maximum debt-to-capital ratio as defined in the credit agreement is set at 67.5% and the borrowing capacity of the line of credit is set at $50,000,000. This summary of the amendment is qualified in its entirety by reference to the Fourth Amendment to Credit Agreement, which is filed as Exhibit 10.61 to this Quarterly Report on Form 10-Q.
52
RESULTS OF OPERATIONS
The following table summarizes our results of operations for the three and nine months ended September 30, 2022 and 2021 (dollar amounts in thousands, except per share amounts):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross premiums earned |
|
$ |
181,713 |
|
|
$ |
149,809 |
|
|
$ |
541,762 |
|
|
$ |
420,191 |
|
Premiums ceded |
|
|
(74,741 |
) |
|
|
(55,577 |
) |
|
|
(184,108 |
) |
|
|
(145,112 |
) |
Net premiums earned |
|
|
106,972 |
|
|
|
94,232 |
|
|
|
357,654 |
|
|
|
275,079 |
|
Net investment income |
|
|
18,530 |
|
|
|
2,520 |
|
|
|
25,082 |
|
|
|
9,749 |
|
Net realized investment (losses) gains |
|
|
(884 |
) |
|
|
1,232 |
|
|
|
(1,204 |
) |
|
|
4,952 |
|
Net unrealized investment losses |
|
|
(347 |
) |
|
|
(1,869 |
) |
|
|
(8,157 |
) |
|
|
(649 |
) |
Policy fee income |
|
|
1,071 |
|
|
|
1,000 |
|
|
|
3,180 |
|
|
|
2,962 |
|
Other income |
|
|
1,312 |
|
|
|
2,102 |
|
|
|
3,065 |
|
|
|
3,502 |
|
Total revenue |
|
|
126,654 |
|
|
|
99,217 |
|
|
|
379,620 |
|
|
|
295,595 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Losses and loss adjustment expenses |
|
|
139,794 |
|
|
|
62,664 |
|
|
|
299,328 |
|
|
|
164,332 |
|
Policy acquisition and other underwriting expenses |
|
|
24,678 |
|
|
|
23,340 |
|
|
|
80,949 |
|
|
|
69,574 |
|
General and administrative personnel expenses |
|
|
15,848 |
|
|
|
11,537 |
|
|
|
45,183 |
|
|
|
31,733 |
|
Interest expense |
|
|
2,813 |
|
|
|
1,664 |
|
|
|
4,929 |
|
|
|
5,743 |
|
Debt conversion expense |
|
|
— |
|
|
|
1,273 |
|
|
|
— |
|
|
|
1,273 |
|
Other operating expenses |
|
|
7,123 |
|
|
|
5,243 |
|
|
|
20,392 |
|
|
|
14,245 |
|
Total expenses |
|
|
190,256 |
|
|
|
105,721 |
|
|
|
450,781 |
|
|
|
286,900 |
|
(Loss) income before income taxes |
|
|
(63,602 |
) |
|
|
(6,504 |
) |
|
|
(71,161 |
) |
|
|
8,695 |
|
Income tax (benefit) expense |
|
|
(12,099 |
) |
|
|
(1,636 |
) |
|
|
(13,907 |
) |
|
|
2,888 |
|
Net (loss) income |
|
|
(51,503 |
) |
|
|
(4,868 |
) |
|
|
(57,254 |
) |
|
|
5,807 |
|
Net loss (income) attributable to noncontrolling interests |
|
|
544 |
|
|
|
(1,369 |
) |
|
|
(2,783 |
) |
|
|
(3,979 |
) |
Net (loss) income after noncontrolling interests |
|
$ |
(50,959 |
) |
|
$ |
(6,237 |
) |
|
$ |
(60,037 |
) |
|
$ |
1,828 |
|
Ratios to Net Premiums Earned: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss Ratio |
|
|
130.68 |
% |
|
|
66.50 |
% |
|
|
83.69 |
% |
|
|
59.74 |
% |
Expense Ratio |
|
|
47.18 |
% |
|
|
45.69 |
% |
|
|
42.35 |
% |
|
|
44.56 |
% |
Combined Ratio |
|
|
177.86 |
% |
|
|
112.19 |
% |
|
|
126.04 |
% |
|
|
104.30 |
% |
Ratios to Gross Premiums Earned: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss Ratio |
|
|
76.93 |
% |
|
|
41.83 |
% |
|
|
55.25 |
% |
|
|
39.11 |
% |
Expense Ratio |
|
|
27.77 |
% |
|
|
28.74 |
% |
|
|
27.96 |
% |
|
|
29.17 |
% |
Combined Ratio |
|
|
104.70 |
% |
|
|
70.57 |
% |
|
|
83.21 |
% |
|
|
68.28 |
% |
(Loss) Earnings Per Share Data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
(5.66 |
) |
|
$ |
(0.72 |
) |
|
$ |
(6.26 |
) |
|
$ |
0.23 |
|
Diluted |
|
$ |
(5.66 |
) |
|
$ |
(0.72 |
) |
|
$ |
(6.26 |
) |
|
$ |
0.22 |
|
Comparison of the Three Months Ended September 30, 2022 to the Three Months Ended September 30, 2021
Our results of operations for the three months ended September 30, 2022 reflect net loss of approximately $51,503,000 or $5.66 loss per share, compared with approximately $4,868,000 or $0.72 loss per share, for the three months ended September 30, 2021. The quarter-over-quarter decrease was primarily due to a $77,130,000 increase in losses and loss adjustment expenses, a $4,311,000 increase in general and administrative personnel expenses, and a $1,880,000 increase in other operating expenses, offset by a $15,416,000 net increase in income from our investment portfolio (consisting of net investment income and net realized and unrealized gains or losses) and a $12,740,000 increase in net premiums earned.
53
Revenue
Gross Premiums Earned on a consolidated basis for the three months ended September 30, 2022 and 2021 were approximately $181,713,000 and $149,809,000, respectively. HCPCI gross premiums earned were $98,985,000 for the three months ended September 30, 2022 compared to $98,256,000 for the three months ended September 30, 2021. Gross premiums earned from the United insurance policies assumed were $15,597,000 for the three months ended September 30, 2022 compared to $29,046,000 for the three months ended September 30, 2021. TypTap’s gross premiums earned were $82,728,000 versus $51,553,000 for the same comparative period with the increase due to a greater number of policies in force from the organic growth in TypTap’s business and from the business assumed from United beginning June 1, 2022.
Premiums Ceded for the three months ended September 30, 2022 and 2021 were approximately $74,741,000 and $55,577,000, respectively, representing 41.1% and 37.1%, respectively, of gross premiums earned. The $19,164,000 increase was primarily attributable to higher reinsurance costs for the 2022 contract year due to an increased overall reinsurance coverage amount as a result of premium growth and expansion. In addition, ceded premiums were increased by a reversal of $12,600,000 of previously accrued benefits attributable to retrospective provisions under multi-year reinsurance contracts due to the effects of Hurricane Ian.
Our premiums ceded represent costs of reinsurance to cover losses from catastrophes that exceed the retention levels defined by our catastrophe excess of loss reinsurance contracts or to assume a proportional share of losses as defined in a quota share agreement. The rates we pay for reinsurance are based primarily on policy exposures reflected in gross premiums earned. Reinsurance costs can be decreased by a reduction in premiums ceded attributable to retrospective provisions under multi-year reinsurance contracts. For the three months ended September 30, 2022, premiums ceded included a decrease of $3,843,000 related to retrospective provisions compared with a decrease of $1,364,000 for the three months ended September 30, 2021. See “Economic Impact of Reinsurance Contracts with Retrospective Provisions” under “Critical Accounting Policies and Estimates.”
Net Premiums Written for the three months ended September 30, 2022 and 2021 totaled approximately $116,440,000 and $118,689,000, respectively. Net premiums written represent the premiums charged on policies issued during a fiscal period less any applicable reinsurance costs. The decrease in 2022 resulted from an increase in premiums ceded to reinsurers as described above. We had approximately 214,000 policies in force at September 30, 2022 (excluding policies assumed from United) as compared with approximately 156,000 policies in force at September 30, 2021.
Net Premiums Earned for the three months ended September 30, 2022 and 2021 were approximately $106,972,000 and $94,232,000, respectively, and reflect the gross premiums earned less reinsurance costs as described above.
The following is a reconciliation of our total Net Premiums Written to Net Premiums Earned for the three months ended September 30, 2022 and 2021 (amounts in thousands):
|
|
Three Months Ended |
|
|||||
|
|
September 30, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Net Premiums Written |
|
$ |
116,440 |
|
|
$ |
118,689 |
|
Increase in Unearned Premiums |
|
|
(9,468 |
) |
|
|
(24,457 |
) |
Net Premiums Earned |
|
$ |
106,972 |
|
|
$ |
94,232 |
|
54
Net Investment Income for the three months ended September 30, 2022 and 2021 was approximately $18,530,000 and $2,520,000, respectively. The $16,010,000 increase was primarily attributable to a $13,592,000 increase in income from real estate investments, a $1,859,000 increase in income from available-for-sale fixed-maturity securities and a $916,000 increase in interest income from cash and cash equivalents. See Net Investment Income (Loss) under Note 4 -- “Investments” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q.
Net Realized Investment Losses for the three months ended September 30, 2022 were approximately $884,000 versus $1,232,000 of net realized investment gains for the three months ended September 30, 2021. The $2,116,000 decrease was primarily attributable to net realized losses of approximately $932,000 from selling equity securities during the three months ended September 30, 2022 as opposed to net realized gains of approximately $953,000 from selling equity securities during the corresponding period in 2021.
Net Unrealized Investment Losses for the three months ended September 30, 2022 and 2021 were approximately $347,000 and $1,869,000, respectively. The decrease was primarily attributable to an overall improvement in the equity market compared with the three months ended September 30, 2021.
Expenses
Our consolidated Losses and Loss Adjustment Expenses amounted to approximately $139,794,000 and $62,664,000 for the three months ended September 30, 2022 and 2021, respectively. HCPCI losses and loss adjustment expenses were $73,228,000 for the three months ended September 30, 2022 compared to $36,928,000 for the three months ended September 30, 2021. The increase was primarily attributable to $42,346,000 of losses attributable to Hurricane Ian which struck the Southeastern United States in late September. Losses and loss adjustment expenses for TypTap were $62,153,000 versus $24,224,000 for the same comparative period. The increase was attributable to $22,251,000 of losses attributable to Hurricane Ian, $6,750,000 of losses due to the greater number of TypTap policies in force, $2,064,000 of additional losses from policies assumed from United or any subsequent renewal or replacement of United policies, and $6,818,000 of prior period loss development. See “Reserves for Losses and Loss Adjustment Expenses” under “Critical Accounting Policies and Estimates.”
Policy Acquisition and Other Underwriting Expenses for the three months ended September 30, 2022 and 2021 were approximately $24,678,000 and $23,340,000 on a consolidated basis, respectively, and primarily reflect the amortization of deferred acquisition costs such as commissions payable to agents for production and renewal of policies, catastrophe allowance payable to United, and premium taxes. Policy acquisition expenses for HCPCI insurance operations were $12,081,000 for the three months ended September 30, 2022 compared to $13,035,000 for the three months ended September 30, 2021. The decrease was due to amortization of decreased costs associated with the policies assumed from United or any subsequent renewal or replacement of United policies. An increase in policy acquisition costs primarily results from premium growth. TypTap Group policy acquisition expenses were $12,626,000 versus $10,360,000 for the same comparative period, with the increase attributable to amortization of increased commission costs related to the growth of TypTap’s policies in force over the past 12 months.
55
General and Administrative Personnel Expenses for the three months ended September 30, 2022 and 2021 were approximately $15,848,000 and $11,537,000, respectively. Our general and administrative personnel expenses include salaries, wages, payroll taxes, stock-based compensation expenses, and employee benefit costs. Factors such as merit increases, changes in headcount, and periodic restricted stock grants, among others, cause fluctuations in this expense. In addition, our personnel expenses are decreased by the capitalization of payroll costs related to a project to develop software for internal use and the payroll costs associated with the processing and settlement of certain catastrophe claims which are recoverable from reinsurers under reinsurance contracts. The period-over-period increase of $4,311,000 was primarily attributable to an increase in the headcount of temporary and full-time employees, merit increases for non-executive employees effective in late February 2022, and higher stock-based compensation expense.
Interest Expense for the three months ended September 30, 2022 and 2021 was approximately $2,813,000 and $1,664,000, respectively. The increase primarily resulted from interest expense related to our 4.75% convertible senior notes issued in May 2022, offset by conversions of our 4.25% convertible senior notes during the second half of 2021.
Income Tax Benefits for the three months ended September 30, 2022 and 2021 were approximately $12,099,000 and $1,636,000, respectively, for state, federal, and foreign income taxes resulting in effective tax rates of 19.0% and 25.2%, respectively. The decrease in the effective tax rate was primarily attributable to a valuation allowance established during the third quarter of 2022 and an increase in non-deductible compensation expense related to certain executive compensation, offset by the increased Florida corporate tax rate effective January 1, 2022.
Ratios:
The loss ratio applicable to the three months ended September 30, 2022 (losses and loss adjustment expenses incurred related to net premiums earned) was 130.7% compared with 66.5% for the three months ended September 30, 2021. The increase was primarily due to the increase in losses and loss adjustment expenses due to Hurricane Ian, offset in part by the increase in net premiums earned.
The expense ratio applicable to the three months ended September 30, 2022 (defined as total expenses excluding losses and loss adjustment expenses related to net premiums earned) was 47.2% compared with 45.7% for the three months ended September 30, 2021. The increase in our expense ratio was primarily attributable to the increase in general and administrative personnel and other operating expenses, offset in part by the decrease in debt conversion expense.
The combined ratio (total of all expenses in relation to net premiums earned) is the measure of overall underwriting profitability before other income. Our combined ratio for the three months ended September 30, 2022 was 177.9% compared with 112.2% for the three months ended September 30, 2021. The increase in 2022 was attributable to the factors described above.
Due to the impact our reinsurance costs have on net premiums earned from period to period, our management believes the combined ratio measured to gross premiums earned is more relevant in assessing overall performance. The combined ratio to gross premiums earned for the three months ended September 30, 2022 was 104.7% compared with 70.6% for the three months ended September 30, 2021. The increase in 2022 was primarily attributable to the increase in losses and loss adjustment expenses due to Hurricane Ian, offset by the increase in gross premiums earned.
56
Comparison of the Nine Months Ended September 30, 2022 to the Nine Months Ended September 30, 2021
Our results of operations for the nine months ended September 30, 2022 reflect net loss of approximately $57,254,000 or $6.26 loss per share, compared with net income of approximately $5,807,000 or $0.22 diluted earnings per share, for the nine months ended September 30, 2021. The period-over-period decrease was primarily due to a $134,996,000 increase in losses and loss adjustment expenses, a $13,450,000 increase in general and administrative personnel expenses, and an $11,375,000 increase in policy acquisition and other underwriting expenses, offset by an increase in net premiums earned of $82,575,000, a $1,669,000 net increase in income from our investment portfolio (consisting of net investment income and net realized and unrealized gains/losses), and an $814,000 decrease in interest expense.
Revenue
Gross Premiums Earned on a consolidated basis for the nine months ended September 30, 2022 and 2021 were approximately $541,762,000 and $420,191,000, respectively. HCPCI gross premiums earned were $330,969,000 for the nine months ended September 30, 2022 compared to $300,827,000 for the nine months ended September 30, 2021. Gross premiums earned from the United insurance policies assumed were $61,913,000 for the nine months ended September 30, 2022 compared to $73,403,000 for the nine months ended September 30, 2021. TypTap’s gross premiums earned were $210,793,000 versus $119,364,000 for the same comparative period with the increase due to a greater number of policies in force from the organic growth in TypTap’s business and from the business assumed from United beginning June 1, 2022.
Premiums Ceded for the nine months ended September 30, 2022 and 2021 were approximately $184,108,000 and $145,112,000, respectively, representing 34.0% and 34.5%, respectively, of gross premiums earned. The $38,996,000 increase was primarily attributable to higher reinsurance costs for the 2022 contract year due to an increased overall reinsurance coverage amount as a result of premium growth and expansion. In addition, ceded premiums were increased by a reversal of $12,600,000 of previously accrued benefits attributable to retrospective provisions under multi-year reinsurance contracts due to the effects of Hurricane Ian.
For the nine months ended September 30, 2022, premiums ceded included a decrease of $11,717,000 related to retrospective provisions compared with a net reduction of $9,619,000 for the nine months ended September 30, 2021. See “Economic Impact of Reinsurance Contracts with Retrospective Provisions” under “Critical Accounting Policies and Estimates.”
Net Premiums Written for the nine months ended September 30, 2022 and 2021 totaled approximately $370,519,000 and $339,980,000, respectively. The $30,539,000 increase in 2022 resulted primarily from the factors described earlier.
Net Premiums Earned for the nine months ended September 30, 2022 and 2021 were approximately $357,654,000 and $275,079,000, respectively, and reflect the gross premiums earned less reinsurance costs as described above.
The following is a reconciliation of our total Net Premiums Written to Net Premiums Earned for the nine months ended September 30, 2022 and 2021 (amounts in thousands):
|
|
Nine Months Ended |
|
|||||
|
|
September 30, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Net Premiums Written |
|
$ |
370,519 |
|
|
$ |
339,980 |
|
Increase in Unearned Premiums |
|
|
(12,865 |
) |
|
|
(64,901 |
) |
Net Premiums Earned |
|
$ |
357,654 |
|
|
$ |
275,079 |
|
57
Net Investment Income for the nine months ended September 30, 2022 and 2021 was approximately $25,082,000 and $9,749,000, respectively. The $15,333,000 increase was primarily attributable to a $12,136,000 increase in income from real estate investments, a $2,619,000 increase in income from available-for-sale fixed-maturity securities and a $1,050,000 increase in interest income from cash and cash equivalents. See Net Investment Income (Loss) under Note 4 -- “Investments” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q.
Net Unrealized Investment Losses for the nine months ended September 30, 2022 and 2021 were approximately $8,157,000 and $649,000, respectively. The increase was primarily attributable to an overall deterioration in the equity market compared with the nine months ended September 30, 2021.
Expenses
Our consolidated Losses and Loss Adjustment Expenses amounted to approximately $299,328,000 and $164,332,000 for the nine months ended September 30, 2022 and 2021, respectively. HCPCI losses and loss adjustment expenses were $165,915,000 for the nine months ended September 30, 2022 compared to $110,008,000 for the nine months ended September 30, 2021. The increase was primarily attributable to $42,346,000 of losses from Hurricane Ian, and a $14,928,000 net increase in losses attributable to the United policies due to an increase in the number of policies assumed from United or any subsequent renewal or replacement of United policies. Losses and loss adjustment expenses for TypTap were $129,833,000 versus $52,976,000 for the same comparative period. The increase was attributable to $22,251,000 of losses attributable to Hurricane Ian, $36,500,000 of losses due to the greater number of TypTap policies in force, $7,015,000 of additional losses from policies assumed from United or any subsequent renewal or replacement of United policies, and $10,990,000 of prior period losses. See “Reserves for Losses and Loss Adjustment Expenses” under “Critical Accounting Policies and Estimates.”
Policy Acquisition and Other Underwriting Expenses for the nine months ended September 30, 2022 and 2021 were approximately $80,949,000 and $69,574,000 on a consolidated basis, respectively. Policy acquisition expenses for HCPCI insurance operations were $48,429,000 for the nine months ended September 30, 2022 compared to $46,076,000 for the nine months ended September 30, 2021. The increase was due to amortization of increased costs associated with the policies assumed from United or any subsequent renewal or replacement of United policies. TypTap Group policy acquisition expenses were $32,633,000 versus $23,612,000 for the same comparative period, with the increase attributable to amortization of increased commission costs related to the growth of TypTap’s policies in force over the past 12 months and the policies assumed from United or any subsequent renewal or replacement of United policies.
General and Administrative Personnel Expenses for the nine months ended September 30, 2022 and 2021 were approximately $45,183,000 and $31,733,000, respectively. The period-over-period increase of $13,450,000 was primarily attributable to an increase in the headcount of temporary and full-time employees, merit increases for non-executive employees effective in late February 2022, and higher stock-based compensation expense.
Interest Expense for the nine months ended September 30, 2022 and 2021 was approximately $4,929,000 and $5,743,000, respectively. The decrease primarily resulted from conversions of our 4.25% convertible senior notes during the second half of 2021, offset by interest expense related to our 4.75% convertible senior notes issued in May 2022.
Income Tax Benefit for the nine months ended September 30, 2022 was approximately $13,907,000 for state, federal, and foreign income taxes resulting in an effective tax rate of 19.5% for 2022. This compared with approximately $2,888,000 of income tax expense for the nine months ended September 30, 2021, resulting in an effective tax rate of 33.2% for 2021. The decrease in the effective tax rate was primarily attributable to a valuation
58
allowance established during the third quarter of 2022 and the recognition of tax benefits attributable to restricted stock that vested in February and May of 2022.
Ratios:
The loss ratio applicable to the nine months ended September 30, 2022 (losses and loss adjustment expenses incurred related to net premiums earned) was 83.7% compared with 59.7% for the nine months ended September 30, 2021. The increase was primarily due to the increase in losses and loss adjustment expenses as further described above, offset in part by the increase in net premiums earned.
The expense ratio applicable to the nine months ended September 30, 2022 was 42.3% compared with 44.6% for the nine months ended September 30, 2021. The decrease in our expense ratio was primarily attributable to the increase in net premiums earned and the decrease in debt conversion expense, offset in part by the increase in policy acquisition, underwriting and personnel expenses.
The combined ratio is the measure of overall underwriting profitability before other income. Our combined ratio for the nine months ended September 30, 2022 was 126.0% compared with 104.3% for the nine months ended September 30, 2021. The increase in 2022 was attributable to the factors described above.
Due to the impact our reinsurance costs have on net premiums earned from period to period, our management believes the combined ratio measured to gross premiums earned is more relevant in assessing overall performance. The combined ratio to gross premiums earned for the nine months ended September 30, 2022 was 83.2% compared with 68.3% for the nine months ended September 30, 2021. The increase in 2022 was primarily attributable to the increase in losses and loss adjustment expenses, offset by the increase in gross premiums earned.
Seasonality of Our Business
Our insurance business is seasonal as hurricanes and tropical storms affecting Florida, our primary market, and other southeastern states typically occur during the period from June 1st through November 30th of each year. Winter storms in the northeast usually occur during the period between December 1st and March 31st of each year. Also, with our reinsurance treaty year typically effective June 1st of each year, any variation in the cost of our reinsurance, whether due to changes in reinsurance rates, coverage levels or changes in the total insured value of our policy base, will occur and be reflected in our financial results beginning June 1st of each year.
LIQUIDITY AND CAPITAL RESOURCES
Throughout our history, our liquidity requirements have been met through issuances of our common and preferred stock, debt offerings and funds from operations. We expect our future liquidity requirements will be met by funds from operations, primarily the cash received by our insurance subsidiaries from premiums written and investment income. We may consider raising additional capital through debt and equity offerings to support our growth and future investment opportunities.
Our insurance subsidiaries require liquidity and adequate capital to meet ongoing obligations to policyholders and claimants and to fund operating expenses. In addition, we attempt to maintain adequate levels of liquidity and surplus to manage any differences between the duration of our liabilities and invested assets. In the insurance industry, cash collected for premiums from policies written is invested, interest and dividends are earned thereon, and losses and loss adjustment expenses are paid out over a period of years. This period of time varies by the circumstances surrounding each claim. With the exception of litigated claims, substantially all of our losses and loss adjustment expenses are fully settled and paid within 100 days of the claim receipt date.
59
Additional cash outflow occurs through payments of underwriting costs such as commissions, taxes, payroll, and general overhead expenses.
We believe that we maintain sufficient liquidity to pay claims and expenses, as well as to satisfy commitments in the event of unforeseen events such as reinsurer insolvencies, inadequate premium rates, or reserve deficiencies. We maintain a comprehensive reinsurance program at levels management considers adequate to diversify risk and safeguard our financial position.
In the future, we anticipate our primary use of funds will be to pay claims, reinsurance premiums, interest, and dividends and to fund operating expenses and real estate acquisitions.
Revolving Credit Facility, Convertible Senior Notes, Promissory Notes, and Finance Leases
The following table summarizes the principal and interest payment obligations of our indebtedness at September 30, 2022:
|
Maturity Date |
Payment Due Date |
4.75% Convertible Senior Notes* |
June 2042 |
June 1 and December 1** |
4.25% Convertible Senior Notes |
March 2037 |
March 1 and September 1 |
3.75% Callable Promissory Note |
Through September 2036 |
1st day of each month |
4.55% Promissory Note |
Through August 2036 |
1st day of each month |
3.90% Promissory Note |
Through April 2032 |
1st day of each month |
Finance leases |
Through October 2024 |
Various |
Revolving credit facility |
Through December 2023 |
January 1, April 1, July 1, October 1 |
* |
At the option of the noteholders, we may be required to repurchase for cash all or any portion of the notes on June 1, 2027, June 1, 2032 or June 1, 2037. |
** |
The cash interest is payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2022. |
See Note 10 -- “Long-Term Debt” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q.
Share Repurchase Plan
In March 2022, the Board approved a plan to repurchase up to $20,000,000 of common shares during 2022 under which we may purchase shares of common stock in open market purchases, block transactions and privately negotiated transactions in accordance with applicable federal securities laws. At September 30, 2022, there was approximately $11,941,000 available under the plan. See Note 18 -- “Equity” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q for more information.
Limited Partnership Investments
Our limited partnership investments consist of six private equity funds managed by their general partners. Two of these funds have unexpired capital commitments which are callable at the discretion of the fund’s general partner for funding new investments or expenses of the fund. Although capital commitments for four of the remaining funds have expired, the general partners may request additional funds under certain circumstances. At September 30, 2022, there was an aggregate unfunded capital balance of $6,262,000. See Limited Partnership Investments under Note 4 -- “Investments” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q for additional information.
60
Real Estate Investment
Real estate has long been a significant component of our overall investment portfolio. It diversifies our portfolio and helps offset the volatility of other higher-risk investments. Thus, we may consider increasing our real estate investment portfolio should an opportunity arise.
We currently have a 90% equity interest in FMKT Mel JV, LLC, a Florida limited liability company for which we are not the primary beneficiary. In June 2022, FMKT Mel JV sold its last outparcel and recognized a net gain of $572,000. FMKT Mel JV distributed its earnings during the third quarter of 2022 and is expected to be liquidated by December 31, 2022.
Sources and Uses of Cash
Cash Flows for the Nine Months Ended September 30, 2022
Net cash used in operating activities for the nine months ended September 30, 2022 was approximately $18,261,000, which consisted primarily of cash disbursed for operating expenses, losses and loss adjustment expenses and interest payments less cash received from net premiums written and reinsurance recoveries (of approximately $34,222,000). Net cash used in investing activities of $311,352,000 was primarily due to the purchases of fixed-maturity and equity securities of $414,066,000, the purchases of property and equipment of $5,431,000, and the purchase of intangible assets from United of $3,800,000, offset by the proceeds from calls, repayments and maturities of fixed-maturity securities of $52,023,000, the proceeds from sales of fixed-maturity and equity securities of $41,010,000, $14,500,000 of compensation received for the property relinquished through eminent domain, and distributions received from limited partnership investments of $4,732,000. Net cash provided by financing activities totaled $56,955,000, which was primarily due to the proceeds from issuance of 4.75% Convertible Senior Notes of $172,500,000, offset by $76,166,000 of share repurchases, net repayment of our revolving credit facility of $15,000,000, $11,697,000 of net cash dividend payments, debt issuance costs paid of $6,014,000, cash dividends paid to redeemable noncontrolling interest of $5,508,000, and repayments of long-term debt of $754,000.
Cash Flows for the Nine Months Ended September 30, 2021
Net cash provided by operating activities for the nine months ended September 30, 2021 was approximately $48,671,000, which consisted primarily of cash received from net premiums written, reinsurance recoveries (of approximately $38,484,000) less cash disbursed for operating expenses, losses and loss adjustment expenses and interest payments. Net cash provided by investing activities of $35,087,000 was primarily due to the proceeds from sales of fixed-maturity and equity securities of $100,130,000, the proceeds from calls, repayments and maturities of fixed-maturity securities of $16,734,000, and distributions received from limited partnership investments of $3,635,000, offset by the purchases of fixed-maturity and equity securities of $83,211,000, and the purchases of property and equipment of $2,583,000. Net cash provided by financing activities totaled $54,077,000, which consisted of net proceeds of $93,738,000 from Centerbridge for investment in TTIG, offset by $9,713,000 of net cash dividend payments, net repayment of our revolving credit facility of $23,750,000, and $1,308,000 used in share repurchases.
Investments
The main objective of our investment policy is to maximize our after-tax investment income with a reasonable level of risk given the current financial market. Our excess cash is invested primarily in money market accounts, certificates of deposit, and fixed-maturity and equity securities.
61
At September 30, 2022, we had $394,585,000 of fixed-maturity and equity investments, which are carried at fair value. Changes in the general interest rate environment affect the returns available on new fixed-maturity investments. While a rising interest rate environment enhances the returns available on new investments, it reduces the market value of existing fixed-maturity investments and thus the availability of gains on disposition. A decline in interest rates reduces the returns available on new fixed-maturity investments but increases the market value of existing fixed-maturity investments, creating the opportunity for realized investment gains on disposition.
In the future, we may alter our investment policy as to investments in federal, state and municipal obligations, preferred and common equity securities and real estate mortgages, as permitted by applicable law, including insurance regulations.
OFF-BALANCE SHEET ARRANGEMENTS
As of September 30, 2022, we had unexpired capital commitments for limited partnerships in which we hold interests. Such commitments are not recognized in the financial statements but are required to be disclosed in the notes to the financial statements. See Note 20 -- “Commitments and Contingencies” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q for additional information.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We have prepared our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these consolidated financial statements requires us to make estimates and judgments to develop amounts reflected and disclosed in our financial statements. Material estimates that are particularly susceptible to significant change in the near term are related to our losses and loss adjustment expenses, which include amounts estimated for claims incurred but not yet reported. We base our estimates on various assumptions and actuarial data we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates.
We believe our accounting policies specific to losses and loss adjustment expenses, reinsurance recoverable, reinsurance with retrospective provisions, deferred income taxes, stock-based compensation expense, limited partnership investments, acquired intangible assets, warrants, and redeemable noncontrolling interest involve our most significant judgments and estimates material to our consolidated financial statements.
Reserves for Losses and Loss Adjustment Expenses
Our liability for losses and loss adjustment expense (“Reserves”) is specific to property insurance, which is our insurance subsidiaries’ only line of business. The Reserves include both case reserves on reported claims and our reserves for incurred but not reported (“IBNR”) losses. At each period end date, the balance of our Reserves is based on our best estimate of the ultimate cost of each claim for those known cases and the IBNR loss reserves are estimated based primarily on our historical experience. Changes in the estimated liability are charged or credited to operations as the losses and loss adjustment expenses are adjusted.
The IBNR represents our estimate of the ultimate cost of all claims that have occurred but have not been reported to us, and in some cases may not yet be known to the insured, and future development of reported claims. Estimating the IBNR component of our Reserves involves considerable judgment on the part of management. At September 30, 2022, $1,109,823,000 of the total $1,201,842,000 we have reserved for losses and loss adjustment expenses is attributable to our estimate of IBNR. The remaining $92,019,000 relates to known cases which have been reported but not yet fully settled in which case we have established a reserve based on currently available information and our best estimate of the cost to settle each claim. At September 30, 2022, $39,773,000 of the $92,019,000 in reserves for known cases relates to claims incurred during prior years.
62
Our Reserves increased from $237,165,000 at December 31, 2021 to $1,201,842,000 at September 30, 2022. The $964,677,000 increase is comprised of $1,078,310,000 in reserves established for the 2022 loss year, offset by reductions in our Reserves of $30,787,000 specific to Hurricane Irma, Hurricane Michael, Hurricane Sally and Tropical Storm Eta, and reductions in our non-catastrophe Reserves of $59,085,000 for 2021 and $23,761,000 for 2020 and prior loss years. The Reserves established for 2022 claims is primarily driven by an allowance for those claims that have been incurred but not reported to the company as of September 30, 2022. The decrease of $82,846,000 specific to our 2021 and prior loss-year reserves is due to settlement of claims related to those loss years.
Based on all information known to us, we consider our Reserves at September 30, 2022 to be adequate to cover our claims for losses that have occurred as of that date including losses yet to be reported to us. However, these estimates are continually reviewed by management as they are subject to significant variability and may be impacted by trends in claim severity and frequency or unusual exposures that have not yet been identified. As part of the process, we review historical data and consider various factors, including known and anticipated regulatory and legal developments, changes in social attitudes, inflation and economic conditions. As experience develops and other data becomes available, these estimates are revised, as required, resulting in increases or decreases to the existing unpaid losses and loss adjustment expenses. Adjustments are reflected in the results of operations in the period in which they are made, and the liabilities may deviate substantially from prior estimates.
Economic Impact of Reinsurance Contracts with Retrospective Provisions
From time to time, our reinsurance contracts may include retrospective provisions that adjust premiums in the event losses are minimal or zero. In accordance with accounting principles generally accepted in the United States of America, we will recognize an asset in the period in which the absence of loss experience obligates the reinsurer to pay cash or other consideration under the contract. In the event that a loss arises, we will derecognize such asset in the period in which a loss arises. Such adjustments to the asset, which accrue throughout the contract term, will negatively impact our operating results when a catastrophic loss event occurs during the contract term.
Due to Hurricane Ian, the balance of previously accrued benefits under one multi-year reinsurance contract with retrospective provisions was decreased by $12,600,000 during the third quarter of 2022. For the three months ended September 30, 2022 and 2021, we accrued benefits of $3,843,000 and $1,364,000, respectively. For the nine months ended September 30, 2022 and 2021, we accrued benefits of $11,717,000 and $9,619,000, respectively. The accrual of benefits was recognized as a reduction in ceded premiums.
As of September 30, 2022, we had $14,781,000 of accrued benefits, the amount that would be charged to earnings in the event we experience a catastrophic loss that exceeds the coverage limit provided under such agreement.
We believe the credit risk associated with the collectability of accrued benefits is minimal based on available information about each reinsurer’s financial position and each reinsurer’s demonstrated ability to comply with contract terms. In October 2022, we received $5,457,000 in connection with the previous two multi-year reinsurance contracts which were commuted in May 2022.
The above and other accounting estimates and their related risks that we consider to be our critical accounting estimates are more fully described in our Annual Report on Form 10-K, which we filed with the SEC on March 10, 2022. For the nine months ended September 30, 2022, there have been no other material changes with respect to any of our critical accounting policies.
RECENT ACCOUNTING PRONOUNCEMENTS
There have been no recent accounting pronouncements or changes in recent accounting pronouncements during the nine months ended September 30, 2022, as compared to those described in our Annual Report on Form
63
10-K for the fiscal year ended December 31, 2021, that are of significance, or potential significance, to the Company.
64
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our investment portfolios at September 30, 2022 included fixed-maturity and equity securities, the purposes of which are not for speculation. Our main objective is to maximize after-tax investment income and maintain sufficient liquidity to meet our obligations while minimizing market risk, which is the potential economic loss from adverse fluctuations in securities prices. We consider many factors including credit ratings, investment concentrations, regulatory requirements, anticipated fluctuation of interest rates, durations and market conditions in developing investment strategies. Our investment securities are managed primarily by outside investment advisors and are overseen by the investment committee appointed by our Board of Directors. From time to time, our investment committee may decide to invest in low risk assets such as U.S. government bonds.
Our investment portfolios are exposed to interest rate risk, credit risk and equity price risk. Fiscal and economic uncertainties caused by any government action or inaction may exacerbate these risks and potentially have adverse impacts on the value of our investment portfolios.
We classify our fixed-maturity securities as available-for-sale and report any unrealized gains or losses, net of deferred income taxes, as a component of other comprehensive income within our stockholders’ equity. As such, any material temporary changes in their fair value can adversely impact the carrying value of our stockholders’ equity. In addition, we recognize any unrealized gains or losses related to our equity securities in our statement of income. As a result, our results of operations can be materially affected by the volatility in the equity market.
Interest Rate Risk
Our fixed-maturity securities are sensitive to potential losses resulting from unfavorable changes in interest rates. We manage the risk by analyzing anticipated movement in interest rates and considering our future capital needs.
The following table illustrates the impact of hypothetical changes in interest rates to the fair value of our fixed-maturity securities at September 30, 2022 (amounts in thousands):
Hypothetical Change in Interest Rates |
|
Estimated |
|
|
Change in |
|
|
Percentage |
|
|||
300 basis point increase |
|
$ |
344,606 |
|
|
$ |
(16,033 |
) |
|
|
-4.45 |
% |
200 basis point increase |
|
|
349,950 |
|
|
|
(10,689 |
) |
|
|
-2.96 |
% |
100 basis point increase |
|
|
355,294 |
|
|
|
(5,345 |
) |
|
|
-1.48 |
% |
100 basis point decrease |
|
|
365,983 |
|
|
|
5,344 |
|
|
|
1.48 |
% |
200 basis point decrease |
|
|
371,323 |
|
|
|
10,684 |
|
|
|
2.96 |
% |
300 basis point decrease |
|
|
376,653 |
|
|
|
16,014 |
|
|
|
4.44 |
% |
Credit Risk
Credit risk can expose us to potential losses arising principally from adverse changes in the financial condition of the issuers of our fixed-maturity securities. We mitigate the risk by investing in fixed-maturity securities that are generally investment grade, by diversifying our investment portfolio to avoid concentrations in any single issuer or business sector, and by continually monitoring each individual security for declines in credit quality. While we emphasize credit quality in our investment selection process, significant downturns in the markets or general economy may impact the credit quality of our portfolio.
65
The following table presents the composition of our fixed-maturity securities, by rating, at September 30, 2022 (amounts in thousands):
|
|
|
|
|
% of Total |
|
|
|
|
|
% of Total |
|
||||
|
|
Amortized |
|
|
Amortized |
|
|
Estimated |
|
|
Estimated |
|
||||
Comparable Rating |
|
Cost |
|
|
Cost |
|
|
Fair Value |
|
|
Fair Value |
|
||||
AAA |
|
$ |
97,275 |
|
|
|
26 |
|
|
$ |
97,154 |
|
|
|
27 |
|
AA+, AA, AA- |
|
|
245,206 |
|
|
|
66 |
|
|
|
235,391 |
|
|
|
65 |
|
A+, A, A- |
|
|
13,041 |
|
|
|
3 |
|
|
|
12,388 |
|
|
|
3 |
|
BBB+, BBB, BBB- |
|
|
14,542 |
|
|
|
4 |
|
|
|
13,913 |
|
|
|
4 |
|
CCC+, CC and Not rated |
|
|
1,813 |
|
|
|
1 |
|
|
|
1,793 |
|
|
|
1 |
|
Total |
|
$ |
371,877 |
|
|
|
100 |
|
|
$ |
360,639 |
|
|
|
100 |
|
Equity Price Risk
Our equity investment portfolio at September 30, 2022 included common stocks, perpetual preferred stocks, mutual funds and exchange-traded funds. We may incur losses due to adverse changes in equity security prices. We manage the risk primarily through industry and issuer diversification and asset mix.
The following table illustrates the composition of our equity securities at September 30, 2022 (amounts in thousands):
|
|
|
|
|
% of Total |
|
||
|
|
Estimated |
|
|
Estimated |
|
||
|
|
Fair Value |
|
|
Fair Value |
|
||
Stocks by sector: |
|
|
|
|
|
|
||
Consumer |
|
$ |
6,294 |
|
|
|
18 |
|
Financial |
|
|
4,984 |
|
|
|
15 |
|
Technology |
|
|
1,664 |
|
|
|
5 |
|
Other (1) |
|
|
2,481 |
|
|
|
7 |
|
|
|
|
15,423 |
|
|
|
45 |
|
Mutual funds and exchange-traded funds by type: |
|
|
|
|
|
|
||
Debt |
|
|
15,468 |
|
|
|
46 |
|
Equity |
|
|
2,319 |
|
|
|
7 |
|
Alternative |
|
|
736 |
|
|
|
2 |
|
|
|
|
18,523 |
|
|
|
55 |
|
Total |
|
$ |
33,946 |
|
|
|
100 |
|
Foreign Currency Exchange Risk
At September 30, 2022, we did not have any material exposure to foreign currency related risk.
66
ITEM 4 – CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial and accounting officer), we have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, and, based on this evaluation, our chief executive officer and our chief financial officer have concluded that these disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal controls over financial reporting during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, implementation of possible controls and procedures depends on management’s judgment in evaluating their benefits relative to costs.
67
PART II – OTHER INFORMATION
ITEM 1 – LEGAL PROCEEDINGS
The Company is a party to claims and legal actions arising routinely in the ordinary course of our business. Although we cannot predict with certainty the ultimate resolution of the claims and lawsuits asserted against us, we do not believe that any currently pending legal proceedings to which we are a party will have a material adverse effect on our consolidated financial position, results of operations or cash flows.
ITEM 1A – RISK FACTORS
There have been no material changes in the risk factors previously disclosed in the section entitled “Risk Factors” in our Form 10-K, which was filed with the SEC on March 10, 2022.
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
All information related to sales of unregistered securities have been reported in Current Report on Form 8-K filings.
The table below summarizes the number of common shares repurchased under the 2022 repurchase plan approved by our Board of Directors (dollar amounts in thousands, except share and per share amounts):
|
|
Total |
|
|
Average |
|
|
Total |
|
|
Maximum |
|
||||
For the Month Ended |
|
Purchased |
|
|
Per Share |
|
|
or Programs (a) |
|
|
or Programs (b) |
|
||||
July 31, 2022 |
|
|
2,668 |
|
|
$ |
65.74 |
|
|
|
2,668 |
|
|
$ |
17,941 |
|
August 31, 2022 |
|
|
55,201 |
|
|
$ |
54.35 |
|
|
|
55,201 |
|
|
$ |
14,941 |
|
September 30, 2022 |
|
|
61,593 |
|
|
$ |
48.71 |
|
|
|
61,593 |
|
|
$ |
11,941 |
|
|
|
|
119,462 |
|
|
$ |
51.69 |
|
|
|
119,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working Capital Restrictions and Other Limitations on Payment of Dividends
We are not subject to working capital restrictions or other limitations on the payment of dividends. Our insurance subsidiaries, however, are subject to restrictions on the dividends they may pay. Those restrictions could impact HCI’s ability to pay future dividends.
68
Under Florida law, a domestic insurer may not pay any dividend or distribute cash or other property to its stockholder except out of that part of its available and accumulated capital and surplus funds which is derived from realized net operating profits on its business and net realized capital gains. Additionally, a Florida domestic insurer may not make dividend payments or distributions to its stockholder without prior approval of the Florida Office of Insurance Regulation if the dividend or distribution would exceed the larger of (1) the lesser of (a) 10.0% of its capital surplus or (b) net income, not including realized capital gains, plus a two year carry forward, (2) 10.0% of capital surplus with dividends payable constrained to unassigned funds minus 25% of unrealized capital gains or (3) the lesser of (a) 10.0% of capital surplus or (b) net investment income plus a three year carry forward with dividends payable constrained to unassigned funds minus 25% of unrealized capital gains.
Alternatively, a Florida domestic insurer may pay a dividend or distribution without the prior written approval of the Florida Office of Insurance Regulation (1) if the dividend is equal to or less than the greater of (a) 10.0% of the insurer’s capital surplus as regards policyholders derived from realized net operating profits on its business and net realized capital gains or (b) the insurer’s entire net operating profits and realized net capital gains derived during the immediately preceding calendar year, (2) the insurer will have policy holder capital surplus equal to or exceeding 115.0% of the minimum required statutory capital surplus after the dividend or distribution, (3) the insurer files a notice of the dividend or distribution with the Florida Office of Insurance Regulation at least ten business days prior to the dividend payment or distribution and (4) the notice includes a certification by an officer of the insurer attesting that, after the payment of the dividend or distribution, the insurer will have at least 115% of required statutory capital surplus as to policyholders. Except as provided above, a Florida domiciled insurer may only pay a dividend or make a distribution (1) subject to prior approval by the Florida Office of Insurance Regulation or (2) 30 days after the Florida Office of Insurance Regulation has received notice of such dividend or distribution and has not disapproved it within such time.
During the nine months ended September 30, 2022, our insurance subsidiaries paid dividends of $12,000,000 to HCI.
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 – MINE SAFETY DISCLOSURES
None.
ITEM 5 – OTHER INFORMATION
None.
69
ITEM 6 – EXHIBITS
The following documents are filed as part of this report:
EXHIBIT |
|
|
NUMBER |
|
DESCRIPTION |
|
|
|
3.1 |
|
|
|
|
|
3.1.1 |
|
|
|
|
|
3.1.2 |
|
|
|
|
|
3.2 |
|
|
|
|
|
4.1 |
|
|
|
|
|
4.2 |
|
|
|
|
|
4.3 |
|
|
|
|
|
4.6 |
|
|
|
|
|
4.9 |
|
See Exhibits 3.1, 3.1.1, 3.1.2 and 3.2 of this report for provisions of the Articles of Incorporation, as amended, and our Bylaws, as amended, defining certain rights of security holders. |
|
|
|
4.10 |
|
|
|
|
|
4.11 |
|
|
|
|
|
10.1 |
|
|
|
|
|
10.2 |
|
|
|
|
|
10.3 |
|
|
|
|
|
70
10.4 |
|
|
|
|
|
10.5** |
|
|
|
|
|
10.6** |
|
|
|
|
|
10.7** |
|
|
|
|
|
10.8 |
|
|
|
|
|
10.9 |
|
|
|
|
|
10.10 |
|
|
|
|
|
10.11 |
|
|
|
|
|
10.12 |
|
|
|
|
|
10.13 |
|
|
|
|
|
10.14 |
|
|
|
|
|
10.15 |
|
71
|
|
|
10.16 |
|
|
|
|
|
10.17 |
|
|
|
|
|
10.18 |
|
|
|
|
|
10.19 |
|
|
|
|
|
10.20 |
|
|
|
|
|
10.21 |
|
|
|
|
|
10.22 |
|
|
|
|
|
10.23 |
|
|
|
|
|
10.24 |
|
|
|
|
|
72
10.31 |
|
|
|
|
|
10.32 |
|
|
|
|
|
10.33 |
|
|
|
|
|
10.34 |
|
|
|
|
|
10.40 |
|
|
|
|
|
10.41 |
|
|
|
|
|
10.42 |
|
|
|
|
|
10.43 |
|
|
|
|
|
10.44 |
|
73
|
|
|
10.45 |
|
|
|
|
|
10.48** |
|
|
|
|
|
10.49** |
|
|
|
|
|
10.50 |
|
|
|
|
|
10.51** |
|
|
|
|
|
10.52** |
|
|
|
|
|
10.53 |
|
|
|
|
|
10.57** |
|
|
|
|
|
10.58 |
|
|
|
|
|
10.59 |
|
|
|
|
|
10.60 |
|
|
|
|
|
10.61 |
|
|
|
|
|
10.88** |
|
|
|
|
|
10.99** |
|
|
|
|
|
10.101** |
|
|
|
|
|
10.102** |
|
|
|
|
|
74
10.103** |
|
|
|
|
|
10.104** |
|
|
|
|
|
10.105** |
|
|
|
|
|
10.106** |
|
|
|
|
|
10.107 |
|
|
|
|
|
10.108 |
|
|
|
|
|
10.109 |
|
|
|
|
|
10.110 |
|
|
|
|
|
10.111 |
|
|
|
|
|
10.112 |
|
|
|
|
|
10.113 |
|
|
|
|
|
75
10.114 |
|
|
|
|
|
10.115 |
|
|
|
|
|
10.116 |
|
|
|
|
|
10.117 |
|
|
|
|
|
10.118 |
|
|
|
|
|
10.119 |
|
|
|
|
|
10.120 |
|
|
|
|
|
10.121 |
|
|
|
|
|
10.122 |
|
|
|
|
|
10.123 |
|
|
|
|
|
76
10.124 |
|
|
|
|
|
10.125 |
|
|
|
|
|
10.126 |
|
|
|
|
|
10.127 |
|
|
|
|
|
10.128 |
|
|
|
|
|
10.129 |
|
|
|
|
|
31.1 |
|
|
|
|
|
31.2 |
|
|
|
|
|
32.1 |
|
Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C.ss.1350 |
|
|
|
32.2 |
|
Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C.ss.1350 |
|
|
|
101.INS |
|
Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL documents. |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema. |
|
|
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase. |
|
|
|
101.DEF |
|
Inline XBRL Definition Linkbase. |
|
|
|
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase. |
|
|
|
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase. |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
** Management contract or compensatory plan.
77
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, who has signed this report on behalf of the Company.
|
|
HCI GROUP, INC. |
|
|
|
|
|
November 9, 2022 |
|
By: |
/s/ Paresh Patel |
|
|
|
Paresh Patel |
|
|
|
Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
|
|
|
November 9, 2022 |
|
By: |
/s/ James Mark Harmsworth |
|
|
|
James Mark Harmsworth |
|
|
|
Chief Financial Officer |
|
|
|
(Principal Financial and Accounting Officer) |
A signed original of this document has been provided to HCI Group, Inc. and will be retained by HCI Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
78