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
The aggregate number of shares of the registrant’s common stock, no par value, outstanding on May 1, 2024 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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3 |
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4 |
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5-6 |
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7-9 |
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10-38 |
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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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39-49 |
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Item 3 |
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50-51 |
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Item 4 |
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52 |
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Item 1 |
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53 |
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Item 1A |
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53 |
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Item 2 |
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53-54 |
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Item 3 |
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54 |
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Item 4 |
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54 |
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Item 5 |
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54 |
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Item 6 |
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55-61 |
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62 |
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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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March 31, |
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December 31, |
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2024 |
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2023 |
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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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Real estate investments |
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Total investments |
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Cash and cash equivalents (a) |
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Restricted cash (a) |
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Receivable from maturities of fixed-maturity securities |
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Accrued interest and dividends receivable |
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Income taxes receivable (a) |
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Deferred income taxes, net |
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Premiums receivable, net (allowance: $ |
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Assumed premiums receivable |
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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 (a) |
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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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March 31, |
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December 31, |
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2024 |
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2023 |
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(Unaudited) |
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Liabilities and Equity |
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Losses and loss adjustment expenses (a) |
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$ |
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$ |
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Unearned premiums (a) |
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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 (a) |
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Assumed premiums payable (a) |
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Accrued expenses |
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Income tax payable |
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Deferred income taxes, net (a) |
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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 (a) |
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Total liabilities |
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Redeemable noncontrolling interest (Note 18) |
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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, 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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March 31, |
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2024 |
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2023 |
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Revenue |
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Gross premiums earned |
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$ |
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$ |
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Premiums ceded |
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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 |
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Net unrealized investment gains |
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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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Other operating expenses |
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Total expenses |
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Income before income taxes |
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Income tax expense |
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Net income |
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Net income attributable to redeemable noncontrolling interest (Note 18) |
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Net loss (income) attributable to noncontrolling interests |
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( |
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Net income after noncontrolling interests |
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$ |
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$ |
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Basic earnings per share |
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$ |
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$ |
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Diluted earnings per share |
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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)
(Dollar amounts in thousands)
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Three Months Ended |
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March 31, |
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2024 |
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2023 |
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Net income |
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$ |
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$ |
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Other comprehensive income: |
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Change in unrealized gain on investments: |
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Net unrealized gains arising during the period |
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Reclassification adjustment for net realized losses |
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Net change in unrealized gains |
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Deferred income taxes on above change |
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( |
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Total other comprehensive income, net of income taxes |
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Comprehensive income |
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Comprehensive loss (income) attributable to noncontrolling interests |
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( |
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Comprehensive income after noncontrolling interests |
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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 March 31, 2024
(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 December 31, 2023 |
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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 (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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Net income attributable to |
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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 |
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— |
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— |
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— |
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— |
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Cashless exercise 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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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 |
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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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Conversion of senior notes |
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— |
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— |
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— |
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— |
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Dilution from subsidiary |
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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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Deemed dividend on warrant |
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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 March 31, 2024 |
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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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See accompanying Notes to Consolidated Financial Statements (unaudited).
5
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Equity – (Continued)
For the Three Months Ended March 31, 2023
(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 December 31, 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 income |
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— |
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— |
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— |
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— |
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Net income attributable to |
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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 |
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— |
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— |
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— |
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— |
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Issuance of restricted |
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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 |
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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 |
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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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Additional paid-in capital |
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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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Balance at March 31, 2023 |
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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).
6
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(Dollar amounts in thousands)
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Three Months Ended |
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March 31, |
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2024 |
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2023 |
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Cash flows from operating activities: |
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Net income after noncontrolling interests |
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$ |
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$ |
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Net income attributable to noncontrolling interests |
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Net income |
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Adjustments to reconcile net income to net cash provided by operating |
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Stock-based compensation expense |
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Net accretion of discount on investments in fixed-maturity |
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( |
) |
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( |
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Depreciation and amortization |
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Deferred income tax expense |
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Net realized investment losses |
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Net unrealized investment gains |
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( |
) |
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|
( |
) |
Credit loss expense - reinsurance recoverable |
|
|
( |
) |
|
|
( |
) |
Net income from limited partnership interests |
|
|
( |
) |
|
|
( |
) |
Distributions received from limited partnership interests |
|
|
|
|
|
|
||
Loss on extinguishment of debt |
|
|
|
|
|
|
||
Gain on sales of real estate investments |
|
|
|
|
|
( |
) |
|
Foreign currency remeasurement (gain) loss |
|
|
( |
) |
|
|
|
|
Other non-cash items |
|
|
( |
) |
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accrued interest and dividends receivable |
|
|
( |
) |
|
|
( |
) |
Income taxes |
|
|
|
|
|
|
||
Premiums receivable, net |
|
|
( |
) |
|
|
( |
) |
Assumed premiums receivable |
|
|
|
|
|
|
||
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 |
|
|
( |
) |
|
|
( |
) |
Reinsurance recovered in advance on unpaid losses |
|
|
|
|
|
( |
) |
|
Ceded reinsurance premiums payable |
|
|
|
|
|
( |
) |
|
Accrued expenses and other liabilities |
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
|
|
|
|
|
(continued)
7
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows – (Continued)
(Unaudited)
(Dollar amounts in thousands)
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Investments in limited partnership interests |
|
|
( |
) |
|
|
( |
) |
Distributions received from limited partnership interests |
|
|
|
|
|
|
||
Distribution received from unconsolidated joint venture |
|
|
|
|
|
|
||
Purchase of property and equipment |
|
|
( |
) |
|
|
( |
) |
Purchase of real estate investments |
|
|
( |
) |
|
|
( |
) |
Purchase of fixed-maturity securities |
|
|
( |
) |
|
|
( |
) |
Purchase of equity securities |
|
|
( |
) |
|
|
( |
) |
Purchase of short-term and other investments |
|
|
|
|
|
( |
) |
|
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 investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Cash dividends paid |
|
|
( |
) |
|
|
( |
) |
Net borrowing under revolving credit facility |
|
|
|
|
|
|
||
Cash dividends paid to redeemable noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
Repayment of long-term debt |
|
|
( |
) |
|
|
( |
) |
Redemption of long-term debt |
|
|
( |
) |
|
|
( |
) |
Repurchases of common stock |
|
|
( |
) |
|
|
( |
) |
Redemption of redeemable noncontrolling interest |
|
|
( |
) |
|
|
|
|
Purchase of noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
Debt issuance costs |
|
|
( |
) |
|
|
|
|
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Effect of exchange rate changes on cash |
|
|
|
|
|
( |
) |
|
Net 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)
8
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows – (Continued)
(Unaudited)
(Dollar amounts in thousands)
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Cash paid for income taxes |
|
$ |
|
|
$ |
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Non-cash investing and financing activities: |
|
|
|
|
|
|
||
Unrealized gain on investments in available-for-sale securities, net of tax |
|
$ |
|
|
$ |
|
||
Conversion of |
|
$ |
|
|
$ |
|
||
Sale of real estate investments: |
|
|
|
|
|
|
||
Contingent consideration receivable |
|
$ |
|
|
$ |
|
||
Long-term debt obligations assumed by the buyer |
|
$ |
|
|
$ |
|
||
Payable on purchases of equity securities |
|
$ |
|
|
$ |
|
See accompanying Notes to Consolidated Financial Statements (unaudited).
9
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar 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 each insurance subsidiary are supported by HCI Group, Inc. and certain HCI subsidiaries. The operations of TypTap are also supported by TypTap Insurance Group, Inc. (“TTIG”), the Company’s majority-owned subsidiary, and certain TTIG subsidiaries. The Company emphasizes the use of internally developed technologies to collect and analyze claims and other supplemental data to assist in the underwriting process and generate savings as well as efficiency for the operations of the insurance subsidiaries and other insurance-related businesses. The Company also provides an attorney-in-fact (“AIF”) service. The Company's subsidiary, Core Risk Managers, LLC (“CRM”), serves as the AIF for Condo Owners Reciprocal Exchange (“CORE”), a reciprocal insurance exchange owned by its policyholders. Although the Company does not have any equity interest in CORE, the Company is required to consolidate CORE as its primary beneficiary. See Note 13 -- “Variable Interest Entity” for additional information. 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.
Assumed Business
Citizens Assumption
During the first quarter of 2024, the Company continued to participate in a take-out program through which the Company assumed insurance policies held by Citizens Property Insurance Corporation (“Citizens”), a Florida state-supported insurer. Approximately
Note 2 -- Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements of 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 March 31, 2024 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, 2024. 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, 2023 included in the Company’s Form 10-K, which was filed with the SEC on March 8, 2024.
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.
10
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
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, allowance for credit losses, and stock-based compensation expense involve significant judgments and estimates material to the Company’s consolidated financial statements.
In the case of assumed business, the Company relies entirely on the ceding insurance company to provide information about premiums, losses, and loss adjustment expenses. When the information is not available at the reporting date, the Company will make estimates based on all recent available data. Accordingly, the actual results could differ significantly from those estimates.
All significant intercompany balances and transactions have been eliminated.
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 months ended March 31, 2024 and 2023, revenues from claims processing services were $
Noncontrolling Interests
A noncontrolling interest arises when the Company has less than
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.
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2024 |
|
|
2023 |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
Restricted cash represents funds in the Company’s sole ownership primarily held by certain states to meet regulatory requirements in which the Company’s insurance subsidiaries conduct business and are not available for immediate business use. Funds withheld in an account for which the Company is a co-owner but not the named
11
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
beneficiary are not considered restricted cash and are included in funds withheld for assumed business on the consolidated balance sheets.
In connection with the sale of the retail shopping center investment property in Melbourne, Florida to a non-affiliate, $
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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. Treasury and U.S. government agencies |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Corporate bonds |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Exchange-traded debt |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
As of December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. Treasury and U.S. government agencies |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Corporate bonds |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Exchange-traded debt |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
Expected maturities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without penalties.
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
12
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
Securities on Deposit
The fair value of fixed-maturity securities on deposit with various regulatory authorities at March 31, 2024 and December 31, 2023 was $
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 months ended March 31, 2024 and 2023 were as follows:
|
|
|
|
|
Gross |
|
|
Gross |
|
|||
|
|
Proceeds |
|
|
Gains |
|
|
Losses |
|
|||
Three months ended March 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Three months ended March 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
Gross Unrealized Losses for Available-for-Sale Fixed-Maturity Securities
Securities with gross unrealized loss positions at March 31, 2024 and December 31, 2023, 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 March 31, 2024 |
|
Loss |
|
|
Value |
|
|
Loss |
|
|
Value |
|
|
Loss |
|
|
Value |
|
||||||
U.S. Treasury and U.S. government |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Corporate bonds |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|||
Exchange-traded debt |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
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, 2023 |
|
Loss |
|
|
Value |
|
|
Loss |
|
|
Value |
|
|
Loss |
|
|
Value |
|
||||||
U.S. Treasury and U.S. government |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Corporate bonds |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|||
Exchange-traded debt |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total available-for-sale securities |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
At March 31, 2024 and December 31, 2023, there were
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-
13
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
There was
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 |
|
||||
March 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
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 |
|
|||||
|
|
March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Net gains recognized |
|
$ |
|
|
$ |
|
||
Exclude: Net realized gains (losses) recognized for |
|
|
|
|
|
( |
) |
|
Net unrealized gains recognized |
|
$ |
|
|
$ |
|
Sales of Equity Securities
Proceeds received, and the gross realized gains and losses from sales of equity securities, for the three months ended March 31, 2024 and 2023 were as follows:
|
|
|
|
|
Gross |
|
|
Gross |
|
|||
|
|
Proceeds |
|
|
Gains |
|
|
Losses |
|
|||
Three months ended March 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Three months ended March 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
14
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
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.
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||
|
|
Carrying |
|
|
Unfunded |
|
|
|
|
|
Carrying |
|
|
Unfunded |
|
|
|
|
||||||
Investment Strategy |
|
Value |
|
|
Balance |
|
|
(%) (a) |
|
|
Value |
|
|
Balance |
|
|
(%) (a) |
|
||||||
Primarily in senior secured loans and, to |
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||||
Value creation through active distressed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
High returns and long-term capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Value-oriented investments in less liquid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Value-oriented investments in mature real |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Risk-adjusted returns on credit and equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
15
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar 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 |
|
|||||
|
|
March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Operating results: |
|
|
|
|
|
|
||
Total income* |
|
$ |
|
|
$ |
|
||
Total expenses |
|
|
( |
) |
|
|
( |
) |
Net (loss) income |
|
$ |
( |
) |
|
$ |
|
*
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2024 |
|
|
2023 |
|
||
Balance sheet: |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Total liabilities |
|
$ |
|
|
$ |
|
For the three months ended March 31, 2024 and 2023, the Company recognized net investment income from limited partnerships of $
At March 31, 2024 and December 31, 2023, the Company’s net cumulative contributed capital to the partnerships at each respective balance sheet date totaled $
d) Real Estate Investments
Real estate investments consist of the following as of March 31, 2024 and December 31, 2023:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2024 |
|
|
2023 |
|
||
Land |
|
$ |
|
|
$ |
|
||
Land improvements |
|
|
|
|
|
|
||
Buildings and building improvements |
|
|
|
|
|
|
||
Tenant and leasehold improvements |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total, at cost |
|
|
|
|
|
|
||
Less: accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Real estate investments |
|
$ |
|
|
$ |
|
16
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
Depreciation and amortization expense related to real estate investments was $
e) Net Investment Income
Net investment income (loss), by source, is summarized as follows:
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Available-for-sale fixed-maturity securities |
|
$ |
|
|
$ |
|
||
Equity securities |
|
|
|
|
|
|
||
Investment expense |
|
|
( |
) |
|
|
( |
) |
Limited partnership investments |
|
|
|
|
|
|
||
Real estate investments |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
|
||
Net investment income |
|
$ |
|
|
$ |
|
For the three months ended March 31, 2023, income from real estate investments included a net realized gain of $
f) 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 March 31, 2024 and 2023, 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 available-for-sale fixed-maturity securities 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 |
|
||||||||||||||||||
|
|
March 31, 2024 |
|
|
March 31, 2023 |
|
||||||||||||||||||
|
|
Before |
|
|
Income |
|
|
Net of |
|
|
Before |
|
|
Income |
|
|
Net of |
|
||||||
|
|
Tax |
|
|
Tax Effect |
|
|
Tax |
|
|
Tax |
|
|
Tax Effect |
|
|
Tax |
|
||||||
Net unrealized gains |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Reclassification adjustment for net |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
||||||
Total other comprehensive income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
17
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
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. |
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 Secured Overnight Financing Rate (“SOFR”) plus a ten
18
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
basis points adjustment plus a margin based on the debt-to-capital ratio. As a result, carrying value, when outstanding, approximates fair value.
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 |
|
|||
* |
|
||
|
|||
|
*Debt derecognized in March 2024. See Note 10 -- “Long-Term Debt” for additional information.
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 March 31, 2024 and December 31, 2023:
|
|
Fair Value Measurements Using |
|
|
|
|
||||||||||
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Total |
|
||||
As of March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Restricted cash |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Fixed-maturity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury and U.S. government agencies |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Corporate bonds |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Exchange-traded debt |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total available-for-sale securities |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Equity securities |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
|
Fair Value Measurements Using |
|
|
|
|
||||||||||
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Total |
|
||||
As of December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Restricted cash |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Fixed-maturity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury and U.S. government agencies |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Corporate bonds |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Exchange-traded debt |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total available-for-sale securities |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Equity securities |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
19
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar 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 March 31, 2024 and December 31, 2023:
|
|
Carrying |
|
|
Fair Value Measurements Using |
|
|
Estimated |
|
|||||||||||
|
|
Value |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Fair Value |
|
|||||
As of March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revolving credit facility |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
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, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Total long-term debt |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
Note 7 -- Intangible Assets, Net
The Company’s intangible assets, net consist of the following:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2024 |
|
|
2023 |
|
||
In-place leases (a) |
|
|
|
|
|
|
||
Policy renewal rights - United |
|
|
|
|
|
|
||
Non-compete agreements - United (b) |
|
|
|
|
|
|
||
Total, at cost |
|
|
|
|
|
|
||
Less: accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Intangible assets, net |
|
$ |
|
|
$ |
|
The remaining weighted-average amortization periods for the intangible assets as of March 31, 2024 are summarized in the table below:
In-place leases |
|
|
Policy renewal rights - United |
|
20
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
At March 31, 2024 and December 31, 2023, contingent liabilities related to renewal rights intangible assets were $
Note 8 -- Other Assets
The following table summarizes the Company’s other assets:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2024 |
|
|
2023 |
|
||
Benefits receivable related to retrospective reinsurance contract |
|
$ |
|
|
$ |
|
||
Reimbursement and fees receivable under TPA service |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Deposits |
|
|
|
|
|
|
||
Lease acquisition costs, net |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total other assets |
|
$ |
|
|
$ |
|
Note 9 -- Revolving Credit Facility
As of March 31, 2024, the Company had $
Note 10 -- Long-Term Debt
The following table summarizes the Company’s long-term debt:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2024 |
|
|
2023 |
|
||
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
Finance lease liabilities, due through |
|
|
|
|
|
|
||
Total principal amount |
|
|
|
|
|
|
||
Less: unamortized issuance costs |
|
|
( |
) |
|
|
( |
) |
Total long-term debt |
|
$ |
|
|
$ |
|
21
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
The following table summarizes future maturities of long-term debt as of March 31, 2024, which takes into consideration the assumption that the
Due in 12 months following March 31, |
|
|
|
|
2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
Information with respect to interest expense related to long-term debt is as follows:
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Interest Expense: |
|
|
|
|
|
|
||
Contractual interest |
|
$ |
|
|
$ |
|
||
Non-cash expense (b) |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
4.25% Convertible Senior Notes
During the first quarter of 2024, the Company notified the holders of its outstanding
4.75% Convertible Senior Notes
The conversion rate of the
The effective interest rate for the
22
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
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
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 |
|
|||||
|
|
March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Premiums Written: |
|
|
|
|
|
|
||
Direct |
|
$ |
|
|
$ |
|
||
Assumed |
|
|
|
|
|
( |
) |
|
Gross written |
|
|
|
|
|
|
||
Ceded |
|
|
( |
) |
|
|
( |
) |
Net premiums written |
|
$ |
|
|
$ |
|
||
Premiums Earned: |
|
|
|
|
|
|
||
Direct |
|
$ |
|
|
$ |
|
||
Assumed |
|
|
|
|
|
|
||
Gross earned |
|
|
|
|
|
|
||
Ceded |
|
|
( |
) |
|
|
( |
) |
Net premiums earned |
|
$ |
|
|
$ |
|
During the three months ended March 31, 2024 and 2023, 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. For the three months ended March 31, 2024 and 2023, the Company recognized
23
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
reductions in premiums ceded of $
Amounts receivable pursuant to retrospective provisions are reflected in other assets. At March 31, 2024 and December 31, 2023, other assets included $
Reinsurance provided to other insurance companies
United
From 2021 to 2022, the Company, through HCPCI and TypTap, provided 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”). From 2022 to 2023, the Company’s insurance subsidiaries also provided 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”). In conjunction with these reinsurance agreements, the Company entered into renewal rights agreements with United which provided the Company with the right to renew and/or replace United’s insurance policies at the end of their respective policy periods. In February 2023, United’s Florida-domiciled residential insurance subsidiary was placed into receivership by the State of Florida due to its financial insolvency and, as a result, the Company ceased providing quota share reinsurance on United policies. The majority of the policies under these reinsurance agreements have been renewed and/or replaced by the Company.
On February 14, 2024, upon approval from the receiver of United, TypTap received $
At March 31, 2024 and December 31, 2023, the Company had a net balance of $
For the three months ended March 31, 2023, $
At March 31, 2024, the Company had a net amount due to United of $
24
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
receiver might take, which may include restrictions on, or use of, funds held in trust. Any such actions could have a material adverse effect on the Company’s financial position and results of operations.
At March 31, 2024 and December 31, 2023, the balance of funds withheld for assumed business related to the Company’s quota share reinsurance agreements with United was $
Citizens Assumption
Assumed premiums written related to Citizens policies were $
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 claims 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 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 |
|
|||||
|
|
March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Net balance, beginning of period* |
|
$ |
|
|
$ |
|
||
Incurred, net of reinsurance, related to: |
|
|
|
|
|
|
||
Current period |
|
|
|
|
|
|
||
Prior periods |
|
|
|
|
|
|
||
Total incurred, net of reinsurance |
|
|
|
|
|
|
||
Paid, net of reinsurance, related to: |
|
|
|
|
|
|
||
Current period |
|
|
( |
) |
|
|
( |
) |
Prior periods |
|
|
( |
) |
|
|
( |
) |
Total paid, net of reinsurance |
|
|
( |
) |
|
|
( |
) |
Net balance, end of period |
|
|
|
|
|
|
||
Add: reinsurance recoverable before allowance for credit losses |
|
|
|
|
|
|
||
Gross balance, end of period |
|
$ |
|
|
$ |
|
*
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. Losses and LAE for the three months ended March 31, 2024 included net estimated losses of approximately $
25
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 13 -- Variable Interest Entity
CORE, a Florida-domiciled reciprocal insurance exchange, is owned by its policyholders, referred to as subscribers, and was organized to offer commercial residential multiple peril and wind insurance products. Each subscriber owns part of CORE by buying an insurance policy and making a surplus contribution. CORE is managed by CRM, an AIF company which is a wholly-owned subsidiary of HCI. At the formation date of CORE, management determined that CORE is a variable interest entity (“VIE”).
Since HCI has the power to direct the activities of CORE that most significantly affect CORE’s economic performance and the obligation to absorb losses or the right to receive benefits from CORE via the subordinated surplus note and the management and service agreements, HCI is considered the primary beneficiary of CORE and is required to consolidate CORE. As HCI has no equity at risk, CORE’s equity and results of operations are included in noncontrolling interests.
CORE’s assets are legally restricted for the purpose of fulfilling obligations specific to CORE. The creditors of CORE have no legal right to pursue additional sources of payment from the Company.
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2024 |
|
|
2023 |
|
||
Assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Income taxes receivable |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Liabilities: |
|
|
|
|
|
|
||
Losses and loss adjustment expenses |
|
$ |
|
|
$ |
|
||
Unearned premiums |
|
|
|
|
|
|
||
Ceded reinsurance premiums payable |
|
|
|
|
|
|
||
Assumed premiums payable |
|
|
|
|
|
|
||
Deferred income taxes, net |
|
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
26
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 14 -- Segment Information
The Company identifies its operating divisions based on managerial emphasis, organizational structure and revenue source. The Company has
For the three months ended March 31, 2024 and 2023, revenues from the HCPCI insurance operations segment before intracompany elimination represented
27
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar 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.
For Three Months Ended |
|
HCPCI |
|
|
TypTap |
|
|
Reciprocal |
|
|
Real |
|
|
Corporate/ |
|
|
Reclassification/ |
|
|
Consolidated |
|
|||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Gross premiums earned (c) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Other policy acquisition expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Personnel and other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Income (loss) before income taxes |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
Total revenue from non-affiliates (d) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|||||||
Gross premiums written |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
28
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
|
|
HCPCI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Insurance |
|
|
TypTap |
|
|
Real |
|
|
Corporate/ |
|
|
Reclassification/ |
|
|
|
|
||||||
For Three Months Ended March 31, 2023 |
|
Operations |
|
|
Group |
|
|
Estate (a) |
|
|
Other (b) |
|
|
Elimination |
|
|
Consolidated |
|
||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gross premiums earned (c) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Premiums ceded |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Net premiums earned |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Net income from investment portfolio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gain from sales of real estate investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Policy fee income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Losses and loss adjustment expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Amortization of deferred policy acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other policy acquisition expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Loss on extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
||||
Personnel and other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Income (loss) before income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
Total revenue from non-affiliates (d) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
||||||
Gross premiums written |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
29
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
The following table presents segment assets reconciled to the Company’s total assets on the consolidated balance sheets:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2024 |
|
|
2023 |
|
||
Segments: |
|
|
|
|
|
|
||
HCPCI Insurance Operations |
|
$ |
|
|
$ |
|
||
TypTap Group |
|
|
|
|
|
|
||
Reciprocal Exchange Operations |
|
|
|
|
|
|
||
Real Estate Operations |
|
|
|
|
|
|
||
Corporate and Other |
|
|
|
|
|
|
||
Consolidation and Elimination |
|
|
( |
) |
|
|
( |
) |
Total assets |
|
$ |
|
|
$ |
|
30
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 15 -- Leases
The table below summarizes the Company’s right-of-use (“ROU”) assets and corresponding liabilities for operating and finance leases:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2024 |
|
|
2023 |
|
||
Operating leases: |
|
|
|
|
|
|
||
ROU assets |
|
$ |
|
|
$ |
|
||
Liabilities |
|
$ |
|
|
$ |
|
||
Finance leases: |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|||
|
$ |
|
|
$ |
|
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) |
||
Office space |
|
|
|
(a), (b) |
||
Finance lease: |
|
|
|
|
|
|
Office equipment |
|
|
Not applicable |
|
(c) |
As of March 31, 2024, maturities of lease liabilities were as follows:
|
|
Leases |
|
|||||
|
|
Operating |
|
|
Finance |
|
||
Due in 12 months following March 31, |
|
|
|
|
|
|
||
2024 |
|
$ |
|
|
$ |
|
||
2025 |
|
|
|
|
|
|
||
2026 |
|
|
|
|
|
|
||
2027 |
|
|
|
|
|
|
||
2028 |
|
|
|
|
|
|
||
Thereafter |
|
|
|
|
|
|
||
Total lease payments |
|
|
|
|
|
|
||
Less: interest |
|
|
|
|
|
|
||
Total lease obligations |
|
$ |
|
|
$ |
|
31
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar 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 |
|
|||||
|
|
March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Lease costs: |
|
|
|
|
|
|
||
Finance lease costs: |
|
|
|
|
|
|
||
Amortization – ROU assets* |
|
$ |
|
|
$ |
|
||
Operating lease costs* |
|
|
|
|
|
|
||
Short-term lease costs* |
|
|
|
|
|
|
||
Total lease costs |
|
$ |
|
|
$ |
|
||
Cash paid for amounts included in the |
|
|
|
|
|
|
||
Operating cash flows – operating leases |
|
$ |
|
|
$ |
|
||
Financing cash flows – finance leases |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
|
|
March 31, |
|
|
|
|
||
|
|
2024 |
|
|
|
|
||
Weighted-average remaining lease term: |
|
|
|
|
|
|
||
Finance leases (in years) |
|
|
|
|
|
|
||
Operating leases (in years) |
|
|
|
|
|
|
||
Weighted-average discount rate: |
|
|
|
|
|
|
||
Finance leases (%) |
|
|
% |
|
|
|
||
Operating leases (%) |
|
|
% |
|
|
|
*
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 |
|
|
|
(d) |
||
Retail space |
|
|
|
(d) |
||
Boat docks/wet slips |
|
|
|
(d) |
Note 16 -- Income Taxes
A valuation allowance must be established for deferred tax assets when it is more likely than not that the deferred tax assets will not be realized based on available evidence both positive and negative, including recent operating results, available tax planning strategies, and projected future taxable income. As of December 31, 2023, management concluded, based on the evaluation of the positive and negative evidence, that is more likely than not that the deferred tax assets will be realized and therefore no valuation allowance on the Company’s deferred tax assets is required. The Company evaluates the realizability of its deferred tax assets each quarter, and as of March 31, 2024, based on all of the available evidence, management concluded that it is more likely than not that the deferred tax assets will be realized.
32
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
During the three months ended March 31, 2024 and 2023, the Company recorded approximately $
Note 17 -- 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 |
|
||||||||||||||||||
|
|
March 31, 2024 |
|
|
March 31, 2023 |
|
||||||||||||||||||
|
|
Income |
|
|
Shares (a) |
|
|
Per Share |
|
|
Income |
|
|
Shares (a) |
|
|
Per Share |
|
||||||
|
|
(Numerator) |
|
|
(Denominator) |
|
|
Amount |
|
|
(Numerator) |
|
|
(Denominator) |
|
|
Amount |
|
||||||
Net income |
|
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
||||||
Less: Net income attributable to |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Less: Net loss (income) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
Net income attributable to HCI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Less: Income attributable to |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Basic Earnings Per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income allocated to common |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
$ |
|
||||||
Effect of Dilutive Securities: * |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock options |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Convertible senior notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Warrants |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Diluted Earnings Per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income available to common |
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
* For the three months ended March 31, 2023, warrants were excluded due to anti-dilutive effect.
33
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 18 -- Redeemable Noncontrolling Interest
On January 22, 2024, TTIG entered into a Stock Redemption Agreement with Centerbridge which allowed TTIG to redeem all of the TTIG Series A Preferred Stock held by Centerbridge. The redemption totaled $
The following table summarizes the activity of redeemable noncontrolling interest during the three months ended March 31, 2024 and 2023:
|
|
2024 |
|
|
2023 |
|
||
Balance at January 1 |
|
$ |
|
|
$ |
|
||
Increase (decrease): |
|
|
|
|
|
|
||
Accrued cash dividends |
|
|
|
|
|
|
||
Accretion - increasing dividend rates |
|
|
|
|
|
|
||
Adjustment to maximum redemption value |
|
|
|
|
|
— |
|
|
Dividends paid |
|
|
( |
) |
|
|
( |
) |
Redemption |
|
|
( |
) |
|
|
— |
|
Balance at March 31 |
|
$ |
|
|
$ |
|
For the three months ended March 31, 2024, net income attributable to redeemable noncontrolling interest was $
Note 19 -- Equity
Stockholders’ Equity
Common Stock
On January 22, 2024, a new shelf registration statement on Form S-3 (the “Shelf Registration”) was filed, replacing the Company’s old universal shelf registration statement filed in September 2023. The new Shelf Registration permits the Company to offer and sell its common stock, preferred stock, debt securities, warrants, and stock purchase contracts and units, from time to time, subject to market conditions and its capital needs. The Shelf Registration will also enable Centerbridge to sell all or a portion of the amended and restated warrant or the shares issuable pursuant to the warrant. As a part of the Shelf Registration, the Company also announced the implementation of an “at-the-market” facility (the “ATM facility”) under which the Company would have the ability to raise up to $
On
34
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
Warrants
In connection with the redemption of the TTIG Series A Preferred Stock held by Centerbridge in January 2024, HCI, for the benefit of TTIG, extended the expiration dates of
At March 31, 2024, there were warrants outstanding and exercisable, held by Centerbridge, to purchase
Noncontrolling Interests
TTIG
During the three months ended March 31, 2024 and 2023, TTIG repurchased and retired a total of
At March 31, 2024, there were
CORE
As described in Note 13 -- “Variable Interest Entity,” the Company has no equity interest at risk in CORE and CORE receives surplus contributions from its subscribers in addition to policy premiums. The surplus contribution is payable to CORE on or prior to the initial effective date of coverage and on or prior to the effective date of all endorsements generating an additional premium. The surplus contribution made during a policy term may be returned on a pro-rata basis to a subscriber in the event of policy cancellation. CORE, organized in November 2023, did not write any policies during the first quarter of 2024.
Note 20 -- 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 March 31, 2024, there were
Stock Options
Stock options granted and outstanding under the incentive plan generally vest over a period of
35
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
A summary of the stock option activity for the three months ended March 31, 2024 and 2023 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, 2024 |
|
|
|
|
$ |
|
|
|
$ |
|
||||
Outstanding at March 31, 2024 |
|
|
|
|
$ |
|
|
|
$ |
|
||||
Exercisable at March 31, 2024 |
|
|
|
|
$ |
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Outstanding at January 1, 2023 |
|
|
|
|
$ |
|
|
|
$ |
|
||||
Outstanding at March 31, 2023 |
|
|
|
|
$ |
|
|
|
$ |
|
||||
Exercisable at March 31, 2023 |
|
|
|
|
$ |
|
|
|
$ |
|
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 non-employee 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.
Information with respect to the activity of unvested restricted stock awards during the three months ended March 31, 2024 and 2023 is as follows:
|
|
Number of |
|
|
Weighted |
|
||
|
|
Restricted |
|
|
Average |
|
||
|
|
Stock |
|
|
Grant Date |
|
||
|
|
Awards |
|
|
Fair Value |
|
||
Nonvested at January 1, 2024 |
|
|
|
|
$ |
|
||
Vested |
|
|
( |
) |
|
$ |
|
|
Forfeited |
|
|
( |
) |
|
$ |
|
|
Nonvested at March 31, 2024 |
|
|
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Nonvested at January 1, 2023 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Vested |
|
|
( |
) |
|
$ |
|
|
Forfeited |
|
|
( |
) |
|
$ |
|
|
Nonvested at March 31, 2023 |
|
|
|
|
$ |
|
36
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
The Company recognized compensation expense related to restricted stock, which is included in general and administrative personnel expenses, of $
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Deferred tax benefits recognized |
|
$ |
|
|
$ |
|
||
Tax benefits realized for restricted stock and paid dividends |
|
$ |
|
|
$ |
|
||
Fair value of vested restricted stock |
|
$ |
|
|
$ |
|
Subsidiary Equity Plan
For the three months ended March 31, 2024 and 2023, TypTap Group recognized compensation expense related to its stock-based awards of $
Note 21 -- Commitments and Contingencies
Obligations under One Multi-Year Reinsurance Contract
As of March 31, 2024, the Company has a contractual obligation related to
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 March 31, 2024, there was an aggregate unfunded balance of $
FIGA Assessments
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 March 31, 2024, the FIGA assessments payable by the Company were $
37
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Dollar amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 22 -- Subsequent Events
On April 1, 2024, the Company repaid $
On April 17, 2024, the Company awarded Paresh Patel, its Chief Executive Officer,
On April 23, 2024, CORE assumed
On
38
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 8, 2024. 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 insurance company with operations in property and casualty insurance, information technology services, insurance management, real estate and reinsurance. We utilize innovative technology to promote efficiency, refine risk assessment and enhance experiences for clients throughout the insurance process. We manage our operations in the following organizational segments, based on managerial emphasis and evaluation of financial and operating performances:
39
For the three months ended March 31, 2024 and 2023, revenues from HCPCI insurance operations before intracompany elimination represented 63.7% and 61.2%, respectively, and revenues from TypTap Group represented 33.8% and 36.5%, respectively, of total revenues of all operating segments. At March 31, 2024 and December 31, 2023, HCPCI insurance operations’ total assets represented 53.1% and 55.3%, respectively, and TypTap Group’s total assets represented 34.9% and 33.6%, respectively, of the combined assets of all operating segments. See Note 14 -- “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, 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.
Reinsurance and other auxiliary operations
We have a Bermuda domiciled wholly-owned reinsurance subsidiary, Claddaugh Casualty Insurance Company Ltd (“Claddaugh”). We selectively retain risk in Claddaugh, reducing the cost of third-party reinsurance. Claddaugh fully collateralizes its exposure to affiliates 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 2023-2024 treaty year. Currently, Claddaugh does not provide reinsurance to non-affiliates. Other auxiliary operations also include claim adjusting and processing services.
TypTap Group
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 uses internally developed software technologies to drive efficiency in claim processing and claims settlements, identify profitable underwriting opportunities, generate savings and streamline operations across its insurance operations. In addition, software is also used to analyze potential and current properties based on statistical models for catastrophic events, allowing us to pursue the optimal candidates for insurance coverage.
Property and Casualty Insurance
TypTap, TTIG’s insurance subsidiary, has been the primary source of our organic growth in gross written premium. TypTap’s policies in force have increased from 6,721 in January 2018 to 99,608 at March 31, 2024. TypTap has been successful in using internally developed proprietary technology to underwrite, select and write policies efficiently. Since TypTap began applying for approval to offer homeowners coverage in states outside of Florida in October 2020, TypTap has received approvals from 31 states.
Information Technology
Our information technology operations include a team of experienced software developers with extensive knowledge in designing and creating web-based applications. The operations, which are located in Tampa, Florida and Noida, India, are focused on developing cloud-based, innovative products and services that support in-house
40
operations as well as our third-party relationships with our agency partners and claim vendors. These products include SAMSTM, HarmonyTM, AtlasViewer® and ClaimColonyTM.
Reciprocal Exchange Operations
This segment encompasses the reciprocal exchange operations under our management. Condo Owners Reciprocal Exchange (“CORE”), organized in November 2023 to offer commercial residential multiple peril and wind insurance products, is owned by its policyholders, referred to as subscribers, who gain ownership by buying an insurance policy. The subscribers then assume one another’s risks by exchanging insurance contracts, so they are both the insurers and the insureds. The daily operations of CORE are directly or indirectly conducted by Core Risk Managers, LLC (“CRM”), an AIF company. Such daily operations include general administration, marketing, underwriting, accounting, policy administration, claim adjusting, and information technology. CRM is permitted to outsource any of these services to other HCI subsidiaries. See Note 13 -- “Variable Interest Entity” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q for additional information.
Real Estate Operations
Our real estate operations consist of multiple properties we own and operate for investment purposes and also properties we own and use for our own operations. Properties used in operations consist of two Tampa office buildings and an insurance operations site in Ocala, Florida. Our investment properties include retail shopping centers, two marinas, and undeveloped land in Tampa and Haines City.
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.
Recent Events
On April 1, 2024, we repaid $2,000,000 to the line of credit, reducing the amount outstanding under the revolving credit facility to $48,000,000.
On April 17, 2024, we awarded Paresh Patel, our Chief Executive Officer, 200,000 restricted shares of common stock. The shares will vest equally over a period of four years, with vesting dates of March 15, 2025, 2026, 2027, and 2028, under the condition that the price per share reaches $200 for a period of 30 consecutive trading days.
On April 23, 2024, CORE assumed 148 policies from Citizens, representing approximately $15,700,000 in annualized premiums written.
On April 24, 2024, our Board of Directors declared a quarterly dividend of $0.40 per common share. The dividends are payable on June 21, 2024 to stockholders of record on May 17, 2024.
41
RESULTS OF OPERATIONS
The following table summarizes our results of operations for the three months ended March 31, 2024 and 2023 (dollar amounts in thousands, except per share amounts):
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Revenue |
|
|
|
|
|
|
||
Gross premiums earned |
|
$ |
256,644 |
|
|
$ |
180,068 |
|
Premiums ceded |
|
|
(68,106 |
) |
|
|
(70,509 |
) |
Net premiums earned |
|
|
188,538 |
|
|
|
109,559 |
|
Net investment income |
|
|
14,067 |
|
|
|
17,715 |
|
Net realized investment losses |
|
|
— |
|
|
|
(1,149 |
) |
Net unrealized investment gains |
|
|
2,635 |
|
|
|
529 |
|
Policy fee income |
|
|
1,019 |
|
|
|
1,090 |
|
Other income |
|
|
355 |
|
|
|
1,285 |
|
Total revenue |
|
|
206,614 |
|
|
|
129,029 |
|
Expenses |
|
|
|
|
|
|
||
Losses and loss adjustment expenses |
|
|
79,922 |
|
|
|
60,565 |
|
Policy acquisition and other underwriting expenses |
|
|
22,139 |
|
|
|
22,720 |
|
General and administrative personnel expenses |
|
|
16,274 |
|
|
|
13,502 |
|
Interest expense |
|
|
3,149 |
|
|
|
2,801 |
|
Other operating expenses |
|
|
7,700 |
|
|
|
6,305 |
|
Total expenses |
|
|
129,184 |
|
|
|
105,893 |
|
Income before income taxes |
|
|
77,430 |
|
|
|
23,136 |
|
Income tax expense |
|
|
20,474 |
|
|
|
5,343 |
|
Net income |
|
|
56,956 |
|
|
|
17,793 |
|
Net income attributable to noncontrolling interests |
|
|
(9,345 |
) |
|
|
(2,455 |
) |
Net income after noncontrolling interests |
|
$ |
47,611 |
|
|
$ |
15,338 |
|
Ratios to Net Premiums Earned: |
|
|
|
|
|
|
||
Loss Ratio |
|
|
42.39 |
% |
|
|
55.28 |
% |
Expense Ratio (excluding interest expense) |
|
|
24.46 |
% |
|
|
38.82 |
% |
Combined Ratio (excluding interest expense) |
|
|
66.85 |
% |
|
|
94.10 |
% |
Ratios to Gross Premiums Earned: |
|
|
|
|
|
|
||
Loss Ratio |
|
|
31.14 |
% |
|
|
33.63 |
% |
Expense Ratio (excluding interest expense) |
|
|
17.97 |
% |
|
|
23.62 |
% |
Combined Ratio (excluding interest expense) |
|
|
49.11 |
% |
|
|
57.25 |
% |
Earnings Per Share Data: |
|
|
|
|
|
|
||
Basic |
|
$ |
4.76 |
|
|
$ |
1.78 |
|
Diluted |
|
$ |
3.81 |
|
|
$ |
1.54 |
|
Comparison of the Three Months Ended March 31, 2024 to the Three Months Ended March 31, 2023
Our results of operations for the three months ended March 31, 2024 reflect net income of approximately $56,956,000 or $3.81 diluted earnings per share, compared with approximately $17,793,000 or $1.54 diluted earnings per share, for the three months ended March 31, 2023. The quarter-over-quarter increase was primarily due to an $78,979,000 increase in net premiums earned, offset by a $19,357,000 increase in losses and loss adjustment expenses, a $15,131,000 increase in income tax expense, and a $2,772,000 increase in general and administrative personnel expenses.
Revenue
Gross Premiums Earned on a consolidated basis for the three months ended March 31, 2024 and 2023 were approximately $256,644,000 and $180,068,000, respectively. The $76,576,000 increase was primarily
42
attributable to the policies assumed from Citizens and the effect of premium rate increases. Gross premiums earned from the policies assumed were $66,969,000 for the three months ended March 31, 2024 compared with $7,163,000 for the three months ended March 31, 2023. HCPCI gross premiums earned were $149,271,000 for the three months ended March 31, 2024 compared with $92,456,000 for the three months ended March 31, 2023. TypTap gross premiums earned for the three months ended March 31, 2024 were $103,748,000 compared with $87,612,000 for the three months ended March 31, 2023. CORE gross premiums earned were $3,625,000 for the three months ended March 31, 2024.
Premiums Ceded for the three months ended March 31, 2024 and 2023 were approximately $68,106,000 and $70,509,000, respectively, representing 26.5% and 39.2%, respectively, of gross premiums earned. The $2,403,000 decrease was primarily attributable to the expiration and discontinuation of flood reinsurance in the second quarter of 2023.
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 March 31, 2024 and 2023, premiums ceded included a decrease of $6,993,000 related to retrospective provisions in each of the respective periods. See “Economic Impact of Reinsurance Contract with Retrospective Provisions” under “Critical Accounting Policies and Estimates.”
Net Premiums Written for the three months ended March 31, 2024 and 2023 totaled approximately $186,880,000 and $129,345,000, respectively. Net premiums written represent the premiums charged on policies issued during a fiscal period less any applicable reinsurance costs. The increase in 2024 primarily resulted from the policies assumed from Citizens and the decrease in premiums ceded to reinsurers as described above. We had approximately 250,500 policies in force at March 31, 2024 (direct and assumed) as compared with approximately 216,300 policies in force at March 31, 2023.
Net Premiums Earned for the three months ended March 31, 2024 and 2023 were approximately $188,538,000 and $109,559,000, 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 March 31, 2024 and 2023 (dollar amounts in thousands):
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Net Premiums Written |
|
$ |
186,880 |
|
|
$ |
129,345 |
|
Decrease (Increase) in Unearned Premiums |
|
|
1,658 |
|
|
|
(19,786 |
) |
Net Premiums Earned |
|
$ |
188,538 |
|
|
$ |
109,559 |
|
Net Investment Income for the three months ended March 31, 2024 and 2023 was approximately $14,067,000 and $17,715,000, respectively. Net investment income for the three months ended March 31, 2023 included a net realized gain of $8,936,000 from the sale of two real estate investment properties. Excluding the real estate gain in the prior year quarter, net investment income increased to $14,067,000 from $8,779,000. The increase was primarily attributable to higher balances of fixed-maturity securities and cash combined with higher yields. See Net Investment Income under Note 4 -- “Investments” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q.
43
Net Realized Investment Losses for the three months ended March 31, 2024 were $0 compared with approximately $1,149,000 of net realized losses for the three months ended March 31, 2023, which included net realized losses of approximately $1,153,000 from sales of fixed-maturity and equity securities.
Net Unrealized Investment Gains for the three months ended March 31, 2024 and 2023 were $2,635,000 and $529,000, respectively. The increase was primarily attributable to an overall improvement in the equity market.
Expenses
Our consolidated Losses and Loss Adjustment Expenses amounted to approximately $79,922,000 and $60,565,000 for the three months ended March 31, 2024 and 2023, respectively. The losses and loss adjustment expenses of HCPCI Insurance Operations were $39,014,000 and $28,782,000 for the three months ended March 31, 2024 and 2023, respectively. The increase was primarily attributable to Citizens policies assumed in the fourth quarter of 2023. Losses and loss adjustment expenses for TypTap were $40,553,000 compared with $33,056,000 for the same comparative period. The increase was primarily attributable to the policies assumed from Citizens in December 2023 and January 2024. Losses and loss adjustment expenses for CORE were $1,268,000 for the three months ended March 31, 2024, resulting from the policies assumed from Citizens in February 2024. 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 March 31, 2024 and 2023 were approximately $22,139,000 and $22,720,000 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 and premium taxes. Amortized policy acquisition expenses for HCPCI Insurance Operations were $10,136,000 for the three months ended March 31, 2024 compared with $9,621,000 for the three months ended March 31, 2023. The increase was primarily due to the effect of premium rate increases. TypTap's amortized policy acquisition expenses were $10,795,000 compared with $11,863,000 for the same comparative period. The decrease was driven by lower policy acquisition costs in Florida related to lower commission rates.
General and Administrative Personnel Expenses for the three months ended March 31, 2024 and 2023 were approximately $16,274,000 and $13,502,000, 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 projects 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 $2,772,000 was primarily attributable to an increase in employee incentive bonus and merit increases for employees effective in late February 2024, offset by a decrease in stock-based compensation expense.
Interest Expense for the three months ended March 31, 2024 and 2023 was approximately $3,149,000 and $2,801,000, respectively. The increase primarily resulted from interest expense related to line of credit borrowing, offset by a lower interest expense for our 4.25% Convertible Senior Notes.
44
Income Tax Expense for the three months ended March 31, 2024 and 2023 was approximately $20,474,000 and $5,343,000, respectively, for state, federal, and foreign income taxes resulting in effective tax rates of 26.4% and 23.1%, respectively. The increase in the effective tax rate was primarily attributable to a lower prior year effective tax rate resulting from the release of valuation allowance during 2023.
Ratios:
The loss ratio applicable to the three months ended March 31, 2024 (losses and loss adjustment expenses incurred related to net premiums earned) was 42.4% compared with 55.3% for the three months ended March 31, 2023. The decrease was primarily attributable to the increase in net premiums earned, offset in part by the increase in losses and loss adjustment expenses as compared to the first quarter of 2023.
The expense ratio applicable to the three months ended March 31, 2024 (defined as total expenses excluding losses and loss adjustment expenses and interest expense related to net premiums earned) was 24.5% compared with 38.8% for the three months ended March 31, 2023. The decrease in our expense ratio was primarily attributable to the increase in net premiums earned, offset by the increase in general and administrative personnel expenses and the increase in other operating expenses.
The combined ratio (total of all expenses excluding interest expense in relation to net premiums earned) is the measure of overall underwriting profitability before other income. Our combined ratio for the three months ended March 31, 2024 was 66.9% compared with 94.1% for the three months ended March 31, 2023. The decrease in 2024 was attributable to the factors described above.
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 on 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 on 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/or 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 approximately 100 days of the claim receipt date. Additional cash outflow occurs through payments of underwriting costs such as commissions, taxes, payroll, and general overhead expenses.
45
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 March 31, 2024:
|
Maturity Date |
|
Payment Due Date |
4.75% Convertible Senior Notes* |
June 2042 |
|
June 1 and December 1 |
4.55% Promissory Note |
Through August 2036 |
|
1st day of each month |
5.50% Promissory Note |
Through July 2033 |
|
1st day of each month |
Finance leases |
Through October 2024 |
|
Various |
Revolving credit facility |
Through November 2028 |
|
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. |
See Note 10 -- “Long-Term Debt” to our unaudited consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q.
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 the four remaining funds have expired, the general partners may request additional funds under certain circumstances. At March 31, 2024, there was an aggregate unfunded capital balance of $3,806,000. 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.
46
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 assets. Thus, we may consider expanding our real estate investment portfolio should an opportunity arise.
Sources and Uses of Cash
Cash Flows for the Three Months Ended March 31, 2024
Net cash provided by operating activities for the three months ended March 31, 2024 was approximately $181,989,000, which consisted primarily of cash received from net premiums written, and reinsurance recoveries of approximately $19,151,000 less cash disbursed for operating expenses, losses and loss adjustment expenses and interest payments. Net cash used in investing activities of $4,872,000 was primarily due to the purchases of fixed-maturity and equity securities of $180,015,000 and purchases of real estate investments of $5,244,000, offset by the proceeds from calls, repayments and maturities of fixed-maturity securities of $172,024,000 and the proceeds from sales of fixed-maturity and equity securities of $9,546,000. Net cash used in financing activities totaled $58,199,000, which was primarily due to the redemption of redeemable noncontrolling interests of $100,000,000, $3,993,000 of cash dividend payments, and cash dividends paid to redeemable noncontrolling interest of $2,923,000, offset by $50,000,000 of net borrowing under the line of credit agreement.
Cash Flows for the Three Months Ended March 31, 2023
Net cash provided by operating activities for the three months ended March 31, 2023 was approximately $99,109,000, which consisted primarily of cash received from net premiums written, and reinsurance recoveries of approximately $94,412,000 less cash disbursed for operating expenses, losses and loss adjustment expenses and interest payments. Net cash used in investing activities of $17,757,000 was primarily due to the purchases of fixed-maturity and equity securities of $166,624,000 and purchases of property and equipment of $1,469,000, offset by the proceeds from calls, repayments and maturities of fixed-maturity securities of $112,497,000, the proceeds from sales of real estate investments of $21,746,000, the proceeds from sales of fixed-maturity and equity securities of $14,814,000, and distributions received from limited partnership investments of $1,602,000. Net cash used in financing activities totaled $14,100,000, which was primarily due to the redemption of long-term debt of $6,895,000, $3,432,000 of cash dividend payments, cash dividends paid to redeemable noncontrolling interest of $3,012,000, $305,000 of share repurchases, and repayments of long-term debt of $258,000.
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.
At March 31, 2024, we had $522,818,000 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.
47
In the future, we may alter our investment policy with regard 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 March 31, 2024, we had unexpired capital commitments for limited partnerships in which we hold interests. Such commitments are not recognized in the consolidated financial statements but are required to be disclosed in the notes to the consolidated financial statements. See Note 21 -- “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 consolidated 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 March 31, 2024, $514,553,000 of the total $578,712,000 we have reserved for losses and loss adjustment expenses is attributable to our estimate of IBNR. The remaining $64,159,000 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 March 31, 2024, $57,137,000 of the $64,159,000 in reserves for known cases relates to claims incurred during prior years.
48
Our Reserves decreased from $585,073,000 at December 31, 2023 to $578,712,000 at March 31, 2024. The $6,361,000 decrease is comprised of reductions in our Reserves of $26,404,000 primarily specific to Hurricane Ian and Hurricane Irma, and reductions in our non-catastrophe Reserves of $24,974,000 for 2023 and $17,116,000 for 2022 and prior loss years, offset by $62,133,000 in reserves established for the 2024 loss year. The Reserves established for 2024 claims are primarily driven by an allowance for those claims that have been incurred but not reported to the company as of March 31, 2024. The decrease of $68,494,000 specific to our 2023 and prior loss-years reserves is due to settlement of claims related to those loss years.
Based on all information known to us, we consider our Reserves at March 31, 2024 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 Contract 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.
For the three months ended March 31, 2024 and 2023, we accrued benefits of $6,993,000 in each of the respective periods. The accrual of benefits was recognized as a reduction in ceded premiums.
As of March 31, 2024, we had $51,282,000 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 these accrued benefits is minimal based on available information about the reinsurer’s financial position and the reinsurer’s demonstrated ability to comply with contract terms.
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 8, 2024. For the three months ended March 31, 2024, there have been no other material changes with respect to any of our critical accounting policies.
RECENT ACCOUNTING PRONOUNCEMENTS
None.
49
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our investment portfolio at March 31, 2024 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 portfolio is 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 portfolio.
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 March 31, 2024 (dollar amounts in thousands):
Hypothetical Change in Interest Rates |
|
Estimated |
|
|
Change in |
|
|
Percentage |
|
|||
300 basis point increase |
|
$ |
459,419 |
|
|
$ |
(11,386 |
) |
|
|
-2.42 |
% |
200 basis point increase |
|
|
463,214 |
|
|
|
(7,591 |
) |
|
|
-1.61 |
% |
100 basis point increase |
|
|
467,009 |
|
|
|
(3,796 |
) |
|
|
-0.81 |
% |
100 basis point decrease |
|
|
474,601 |
|
|
|
3,796 |
|
|
|
0.81 |
% |
200 basis point decrease |
|
|
478,397 |
|
|
|
7,592 |
|
|
|
1.61 |
% |
300 basis point decrease |
|
|
482,193 |
|
|
|
11,388 |
|
|
|
2.42 |
% |
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.
50
The following table presents the composition of our fixed-maturity securities, by rating, at March 31, 2024 (dollar amounts in thousands):
|
|
Cost or |
|
|
% of Total |
|
|
|
|
|
% of Total |
|
||||
|
|
Amortized |
|
|
Amortized |
|
|
Estimated |
|
|
Estimated |
|
||||
Comparable Rating |
|
Cost |
|
|
Cost |
|
|
Fair Value |
|
|
Fair Value |
|
||||
AAA |
|
$ |
164,580 |
|
|
|
35 |
|
|
$ |
164,525 |
|
|
|
35 |
|
AA+, AA, AA- |
|
|
281,466 |
|
|
|
59 |
|
|
|
278,025 |
|
|
|
59 |
|
A+, A, A- |
|
|
14,901 |
|
|
|
3 |
|
|
|
14,576 |
|
|
|
3 |
|
BBB+, BBB, BBB- |
|
|
12,226 |
|
|
|
3 |
|
|
|
12,024 |
|
|
|
3 |
|
CCC+, CC and Not rated |
|
|
1,997 |
|
|
|
— |
|
|
|
1,655 |
|
|
|
— |
|
Total |
|
$ |
475,170 |
|
|
|
100 |
|
|
$ |
470,805 |
|
|
|
100 |
|
Equity Price Risk
Our equity investment portfolio at March 31, 2024 included common stocks, perpetual preferred stocks, mutual funds and exchange-traded funds. We may incur potential 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 March 31, 2024 (dollar amounts in thousands):
|
|
|
|
|
% of Total |
|
||
|
|
Estimated |
|
|
Estimated |
|
||
|
|
Fair Value |
|
|
Fair Value |
|
||
Stocks by sector: |
|
|
|
|
|
|
||
Financial |
|
$ |
6,873 |
|
|
|
13 |
|
Consumer |
|
|
8,404 |
|
|
|
16 |
|
Technology |
|
|
4,751 |
|
|
|
9 |
|
Other (1) |
|
|
2,445 |
|
|
|
6 |
|
|
|
|
22,473 |
|
|
|
44 |
|
Mutual funds and exchange-traded funds by type: |
|
|
|
|
|
|
||
Debt |
|
|
21,974 |
|
|
|
42 |
|
Equity |
|
|
7,503 |
|
|
|
14 |
|
Alternative |
|
|
63 |
|
|
|
— |
|
|
|
|
29,540 |
|
|
|
56 |
|
Total |
|
$ |
52,013 |
|
|
|
100 |
|
Foreign Currency Exchange Risk
At March 31, 2024, we did not have any material exposure to foreign currency related risk.
51
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 March 31, 2024 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.
52
PART II – OTHER INFORMATION
ITEM 1 – LEGAL PROCEEDINGS
We are 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 8, 2024.
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
The table below summarizes the number of common shares surrendered by employees to satisfy payroll tax liabilities associated with the vesting of restricted shares (dollar amounts in thousands, except share and per share amounts):
|
|
Total |
|
|
Average |
|
|
Total |
|
|
Maximum |
|
||||
For the Month Ended |
|
Purchased |
|
|
Per Share |
|
|
or Programs |
|
|
or Programs |
|
||||
January 31, 2024 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
February 29, 2024 |
|
|
5,656 |
|
|
$ |
98.21 |
|
|
|
— |
|
|
$ |
— |
|
March 31, 2024 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
|
5,656 |
|
|
$ |
98.21 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working Capital Restrictions and Other Limitations on the 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.
53
Under Florida law, a domestic insurer may not pay any dividend or distribute cash or other property to its stockholders 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 stockholders without prior approval of the Florida Office of Insurance Regulation (“FLOIR”) 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 FLOIR if (1) the dividend is equal to or less than the greater of (a) 10.0% of the insurer’s capital surplus as regards to 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 FLOIR 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 FLOIR or (2) 30 days after the FLOIR has received notice of such dividend or distribution and has not disapproved it within such time.
During the three months ended March 31, 2024, our insurance subsidiaries paid dividends of $11,000,000 to HCI.
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 – MINE SAFETY DISCLOSURES
None.
ITEM 5 – OTHER INFORMATION
None.
54
ITEM 6 – EXHIBITS
The following documents are filed as part of this report:
EXHIBIT |
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NUMBER |
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DESCRIPTION |
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3.1 |
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3.1.1 |
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3.1.2 |
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3.2 |
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4.1 |
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4.2 |
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4.3 |
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4.6 |
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4.9 |
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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. |
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4.10 |
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4.11 |
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10.1 |
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10.2 |
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10.3 |
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55
10.4 |
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10.5** |
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10.7** |
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10.8 |
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10.9 |
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10.10 |
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10.11 |
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10.12 |
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10.13 |
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10.14 |
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10.15 |
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56
10.16 |
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10.17 |
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10.18 |
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10.19 |
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10.20 |
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10.21 |
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10.22 |
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10.23 |
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10.24 |
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10.25 |
|
57
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10.26 |
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10.27 |
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10.28 |
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10.29 |
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10.30 |
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10.31 |
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10.32 |
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10.33 |
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10.34 |
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10.35 |
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58
10.36 |
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10.37 |
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10.38 |
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10.39 |
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10.40 |
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10.41 |
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10.42 |
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10.43 |
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10.44 |
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10.45 |
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10.48** |
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10.49** |
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10.51** |
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10.52** |
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10.53 |
|
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|
59
10.54 |
|
Stock Option Agreement between Paresh Patel and HCI Group, Inc. dated September 15, 2023. |
|
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|
10.57** |
|
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10.58 |
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10.62 |
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10.63 |
|
Security and Pledge Agreement and Revolving Credit Promissory Note, dated June 2, 2023, between HCI Group, Inc. and Fifth Third Bank. Incorporated by reference to Exhibits 99.2, and 99.3 to our Form 8-K filed June 8, 2023. |
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|
|
10.64 |
|
Second Amended and Restated Credit Agreement, Second Amended and Restated Security and Pledge Agreement, and Renewed, Amended and Restated Revolving Credit Promissory Note, dated November 3, 2023, between HCI Group, Inc. and Fifth Third Bank. Incorporated by reference to Exhibits 99.1, 99.2, and 99.3 to our Form 8-K filed November 9, 2023. |
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10.65 |
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10.66** |
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10.67** |
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10.105** |
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10.106** |
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10.124 |
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10.125 |
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10.126 |
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|
60
10.127 |
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10.128 |
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10.129 |
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|
31.1 |
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31.2 |
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|
32.1 |
|
Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C.ss.1350 |
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|
|
32.2 |
|
Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C.ss.1350 |
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|
|
97** |
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
** Management contract or compensatory plan.
61
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 have signed this report on behalf of the Company.
|
|
HCI GROUP, INC. |
|
|
|
|
|
May 9, 2024 |
|
By: |
/s/ Paresh Patel |
|
|
|
Paresh Patel |
|
|
|
Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
|
|
|
May 9, 2024 |
|
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.
62