10-Q
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549  
_______________________

FORM 10-Q
_______________________

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
Commission File Number 001-35761  
_____________________
United Insurance Holdings Corp.
(Exact name of Registrant as specified in its charter)
  _______________________
 
Delaware
 
75-3241967
 
 
(State of Incorporation)
 
(IRS Employer Identification Number)
 
360 Central Avenue, Suite 900
St. Petersburg, Florida 33701
(Address, including zip code, of principal executive offices)
727-895-7737
(Registrant's telephone number, including area code)
 _______________________

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
£
 
Accelerated filer
þ
Non-accelerated filer
£
 
Smaller reporting company
£

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  £    No  R
As of November 5, 2015; 21,527,817 shares of common stock, par value $0.0001 per share, were outstanding.

 

UNITED INSURANCE HOLDINGS CORP.


PART I. FINANCIAL INFORMATION
 
 
Item 1. Financial Statements
 
    Consolidated Balance Sheets
 
    Unaudited Consolidated Statements of Comprehensive Income
 
    Unaudited Consolidated Statements of Cash Flows
 
    Notes to Unaudited Consolidated Financial Statements
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
 
 
Item 1. Legal Proceedings
 
Item 1A. Risk Factors
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
Item 3. Defaults Upon Senior Securities
 
Item 4. Mine Safety Disclosures
 
Item 5. Other Information
 
Item 6. Exhibits
Signatures
 
Throughout this Form 10-Q, we present amounts in all tables in thousands, except for share amounts, per share amounts, policy counts or where more specific language or context indicates a different presentation. In the narrative sections of this Quarterly Report, we show full values rounded to the nearest thousand.

2
UNITED INSURANCE HOLDINGS CORP.


FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q as of September 30, 2015, and for the three and nine months ended September 30, 2015 (Form 10-Q) or in documents incorporated by reference that are not historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements about anticipated growth in revenues, earnings per share, estimated unpaid losses on insurance policies, investment returns and expectations about our liquidity, and our ability to meet our investment objectives and to manage and mitigate market risk with respect to our investments. These statements are based on current expectations, estimates and projections about the industry and market in which we operate, and management’s beliefs and assumptions. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” or “continue” or the negative variations thereof or comparable terminology are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. The risks and uncertainties include, without limitation:

•
the regulatory, economic and weather conditions present in the states in which we operate;
•
the impact of new federal or state regulations that affect the property and casualty insurance market;
•
the cost and availability of reinsurance;
•
assessments charged by various governmental agencies;
•
pricing competition and other initiatives by competitors;
•
our ability to attract and retain the services of senior management;
•
the outcome of litigation pending against us, including the terms of any settlements;
•
dependence on investment income and the composition of our investment portfolio and related market risks;
•
our exposure to catastrophic events and severe weather conditions;
•
downgrades in our financial strength ratings; and
•
other risks and uncertainties described in the section entitled "Risk Factors" in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2014 and in Part II, Item 1A of this Form 10-Q.

We caution you not to place reliance on these forward-looking statements, which are valid only as of the date they were made. We undertake no obligation to update or revise any forward-looking statements to reflect new information or the occurrence of unanticipated events or otherwise. In addition, we prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP), which prescribes when we may reserve for particular risks, including litigation exposures. Accordingly, our results for a given reporting period could be significantly affected if and when we establish a reserve for a major contingency. Therefore, the results we report in certain accounting periods may appear to be volatile.

These forward-looking statements are subject to numerous risks, uncertainties and assumptions about us described in our filings with the SEC. The forward-looking events that we discuss in our Form 10-Q are valid only as of the date of our Form 10-Q and may not occur in light of the risks, uncertainties and assumptions that we describe from time to time in our filings with the SEC. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from our forward-looking statements is included in the section entitled “RISK FACTORS” in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2014 and in Part II, Item 1A of this Form 10-Q. Except as required by applicable law, we undertake no obligation and disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

3
UNITED INSURANCE HOLDINGS CORP.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets


September 30,
2015

December 31, 2014
ASSETS

(Unaudited)

 
Investments available for sale, at fair value:

 

 
Fixed maturities (amortized cost of $415,605 and $350,063, respectively)

$
418,399


$
352,630

Equity securities (adjusted cost of $22,896 and $22,278, respectively)

24,303


25,987

Other investments (amortized cost of $2,734 and $2,749, respectively)

3,036


3,010

Total investments

$
445,738


$
381,627

Cash and cash equivalents

84,341


61,391

Accrued investment income

2,565


2,239

Property and equipment, net
 
15,343

 
8,022

Premiums receivable, net

46,389


31,369

Reinsurance recoverable on paid and unpaid losses

2,804


2,068

Prepaid reinsurance premiums

120,657


63,827

Goodwill
 
4,196

 
—

Deferred policy acquisition costs

46,928


31,925

Other assets

11,719


1,701

Total Assets

$
780,680


$
584,169

LIABILITIES AND STOCKHOLDERS' EQUITY




Liabilities:




Unpaid losses and loss adjustment expenses

$
71,943


$
54,436

Unearned premiums

299,419


229,486

Reinsurance payable

118,440


45,254

Other liabilities

51,048


37,701

Notes payable

12,647

 
13,529

Total Liabilities

$
553,497


$
380,406

Commitments and contingencies (Note 9)






Stockholders' Equity:




Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding

—


—

Common stock, $0.0001 par value; 50,000,000 shares authorized; 21,739,900 and 21,116,497 issued; 21,527,817 and 20,904,414 outstanding for 2015 and 2014, respectively

2


2

Additional paid-in capital

96,718


82,380

Treasury shares, at cost; 212,083 shares

(431
)

(431
)
Accumulated other comprehensive income

2,763


4,011

Retained earnings

128,131


117,801

Total Stockholders' Equity

$
227,183


$
203,763

Total Liabilities and Stockholders' Equity

$
780,680


$
584,169








See accompanying Notes to Unaudited Consolidated Financial Statements.

4
UNITED INSURANCE HOLDINGS CORP.

Consolidated Statements of Comprehensive Income
(Unaudited)


Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,


2015

2014
 
2015
 
2014
REVENUE:




 
 
 
 
Gross premiums written

$
155,985

 
$
105,065

 
$
425,183

 
$
322,986

Increase in gross unearned premiums

(27,252
)
 
(4,214
)
 
(60,286
)
 
(29,901
)
Gross premiums earned

128,733

 
100,851

 
364,897

 
293,085

Ceded premiums earned

(44,730
)
 
(35,741
)
 
(122,394
)
 
(99,757
)
Net premiums earned

84,003

 
65,110

 
242,503

 
193,328

Investment income

2,413

 
1,807

 
6,725

 
4,891

Net realized gains (losses)

323

 
(69
)
 
312

 
(24
)
Other revenue

3,067

 
1,999

 
8,002

 
5,863

Total revenue

89,806

 
68,847

 
257,542

 
204,058

EXPENSES:




 
 
 
 
Losses and loss adjustment expenses

40,432

 
30,140

 
137,030

 
86,605

Policy acquisition costs

23,756

 
17,291

 
64,140

 
48,668

Operating expenses

4,329

 
3,086

 
12,679

 
8,453

General and administrative expenses

8,331

 
4,709

 
22,244

 
13,394

Interest expense

81

 
98

 
232

 
325

Total expenses

76,929

 
55,324

 
236,325

 
157,445

Income before other income

12,877

 
13,523

 
21,217

 
46,613

Other income

107

 
—

 
292

 
16

Income before income taxes

12,984

 
13,523

 
21,509

 
46,629

Provision for income taxes

4,901

 
4,883

 
7,953

 
17,010

Net income

$
8,083

 
$
8,640

 
$
13,556

 
$
29,619

OTHER COMPREHENSIVE INCOME:




 
 
 
 
Change in net unrealized gains (losses) on investments

641

 
(1,249
)
 
(1,722
)
 
4,401

Reclassification adjustment for net realized investment (gains) losses

(323
)
 
69

 
(312
)
 
24

Income tax benefit (expense) related to items of other comprehensive income

(123
)
 
456

 
786

 
(1,710
)
Total comprehensive income

$
8,278

 
$
7,916

 
$
12,308

 
$
32,334






 
 
 
 
Weighted average shares outstanding




 
 
 
 
Basic

21,290,759

 
20,745,245

 
21,193,825

 
19,658,199

Diluted
 
21,528,546

 
20,843,603

 
21,427,398

 
19,756,411






 
 
 
 
Earnings per share




 
 
 
 
Basic

$
0.38

 
$
0.42

 
$
0.64

 
$
1.51

Diluted
 
$
0.38

 
$
0.41

 
$
0.63

 
$
1.50



 
 
 
 
 
 
 
Dividends declared per share

$
0.05

 
$
0.04

 
$
0.15

 
$
0.12






See accompanying Notes to Unaudited Consolidated Financial Statements.

5
UNITED INSURANCE HOLDINGS CORP.

Consolidated Statements of Cash Flows
(Unaudited)
 
 
Nine Months Ended September 30,
 
 
2015
 
2014
OPERATING ACTIVITIES
 
 
 
 
Net income
 
$
13,556

 
$
29,619

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
2,093

 
518

Bond amortization and accretion
 
(286
)
 
1,101

Net realized gains
 
(312
)
 
24

Provision for uncollectable premiums/over and short
 
314

 
60

Deferred income taxes, net
 
3,892

 
(1,112
)
Stock based compensation
 
1,525

 
230

Changes in operating assets and liabilities:
 
 
 
 
Accrued investment income
 
(326
)
 
(95
)
Premiums receivable
 
(13,838
)
 
(7,929
)
Reinsurance recoverable on paid and unpaid losses
 
(736
)
 
(1,271
)
Prepaid reinsurance premiums
 
(56,830
)
 
(41,975
)
Deferred policy acquisition costs, net
 
(15,003
)
 
(8,578
)
Other assets
 
(9,581
)
 
280

Unpaid losses and loss adjustment expenses
 
15,117

 
5,962

Unearned premiums
 
60,286

 
29,901

Reinsurance payable
 
72,188

 
55,977

Other liabilities
 
11,136

 
(3,513
)
Net cash provided by operating activities
 
$
83,195

 
$
59,199

INVESTING ACTIVITIES
 
 
 
 
Proceeds from sales and maturities of investments available for sale
 
113,377

 
145,059

Purchases of investments available for sale
 
(173,336
)
 
(204,429
)
Cash from acquisition
 
14,467

 
—

Cost of property, equipment and capitalized software acquired
 
(8,218
)
 
(1,948
)
Net cash used in investing activities
 
$
(53,710
)
 
$
(61,318
)
FINANCING ACTIVITIES
 
 
 
 
Tax withholding payment related to net settlement of equity awards
 
(181
)
 
(110
)
Repayments of borrowings
 
(3,128
)
 
(882
)
Dividends
 
(3,226
)
 
(2,500
)
Proceeds from issuance of common stock
 
—

 
54,041

Net cash provided by (used in) financing activities
 
$
(6,535
)
 
$
50,549

Increase in cash
 
22,950

 
48,430

Cash and cash equivalents at beginning of period
 
61,391

 
34,888

Cash and cash equivalents at end of period
 
$
84,341

 
$
83,318

 
 
 
 
 
Supplemental Cash Flows Information
 
 
 
 
Interest paid
 
$
230

 
$
301

Income taxes paid
 
$
6,920

 
$
21,464




See accompanying Notes to Unaudited Consolidated Financial Statements.

6
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Consolidated Financial Statements
September 30, 2015


1)    ORGANIZATION, CONSOLIDATION AND PRESENTATION

(a)Business

United Insurance Holdings Corp. (referred to in this document as we, our, us, the Company or UPC Insurance) is a property and casualty insurance holding company that sources, writes, and services residential and commercial property and casualty insurance policies using a network of agents and two wholly-owned insurance subsidiaries. Our primary insurance subsidiary is United Property & Casualty Insurance Company, which was formed in Florida in 1999 and has operated continuously since that time. Our other subsidiaries include United Insurance Management, L.C., the managing general agent that manages substantially all aspects of United Property & Casualty Insurance Company's business; Skyway Claims Services, LLC (our claims adjusting affiliate) that provides services to our insurance affiliates; and UPC Re (our reinsurance affiliate) that provides a portion of the reinsurance protection purchased by our insurance affiliates. On February 3, 2015, we acquired Family Security Holdings, LLC (FSH) and its two wholly-owned subsidiaries, Family Security Insurance Company, Inc. and Family Security Underwriters, LLC, via merger. See Note 4 for information regarding this acquisition.

Our primary product is homeowners' insurance, which we currently offer in Florida, Georgia, Louisiana, Massachusetts, New Jersey, North Carolina, Rhode Island, South Carolina and Texas, and we are licensed to write in Alabama, Connecticut, Delaware, Hawaii, Maryland, Mississippi, New Hampshire, New York and Virginia.

We conduct our operations under one business segment.

(b)Consolidation and Presentation

We prepare our financial statements in conformity with U.S. generally accepted accounting principles (GAAP). While preparing our financial statements, we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Reported amounts that require us to make extensive use of estimates include our reserves for unpaid losses and loss adjustment expenses, reinsurance recoverable, deferred policy acquisition costs, and investments. Except for the captions on our Unaudited Consolidated Balance Sheets and Unaudited Consolidated Statements of Comprehensive Income, we generally use the term loss(es) to collectively refer to both loss and loss adjustment expenses.

We include all of our subsidiaries in our unaudited consolidated financial statements, eliminating all significant intercompany balances and transactions during consolidation.

We prepared the accompanying Unaudited Consolidated Balance Sheet as of September 30, 2015, with the Audited Consolidated Balance Sheet amounts as of December 31, 2014, presented for comparative purposes, and the related Unaudited Consolidated Statements of Comprehensive Income and Statements of Cash Flows in accordance with the instructions for Form 10-Q and Article 10-01 of Regulation S-X. In compliance with those instructions, we have omitted certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP, though management believes the disclosures made herein are sufficient to ensure that the information presented is not misleading.

Our results of operations and our cash flows as of the end of the interim periods reported herein do not necessarily indicate the results we may experience for the remainder of the year or for any other future period.

We reclassified certain amounts in the 2014 financial statements to conform to the 2015 presentation. These reclassifications had no impact on our results of operations, cash flows or stockholders' equity as previously reported.


7
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Consolidated Financial Statements
September 30, 2015

Management believes our unaudited consolidated interim financial statements include all the normal recurring adjustments necessary to fairly present our Unaudited Consolidated Balance Sheet as of September 30, 2015, our Unaudited Consolidated Statements of Comprehensive Income and our Unaudited Consolidated Statements of Cash Flows for all periods presented. Our unaudited consolidated interim financial statements and footnotes should be read in conjunction with our consolidated financial statements and footnotes included within our Annual Report filed on Form 10-K for the year ended December 31, 2014 (2014 Form 10-K).


2)    SIGNIFICANT ACCOUNTING POLICIES

(a) Changes to significant accounting policies

We have made no material changes to our significant accounting policies as reported in our 2014 Form 10-K.

(b) Fair value assumptions

The carrying amounts for the following financial instrument categories approximate their fair values at September 30, 2015 and December 31, 2014, because of their short-term nature: cash and cash equivalents, accrued investment income, premiums receivable, reinsurance recoverable, reinsurance payable, accounts payable and accrued expenses. The carrying amount of notes payable approximates fair value as the interest rate is variable.

(c) Pending Accounting Pronouncements

We have evaluated recent accounting pronouncements that have had or may have a significant effect on our financial statements or on our disclosures.

In May 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2015-09 (ASU 2015-09), Financial Services - Insurance (Topic 944), which improves disclosure requirements for all insurance entities that issue short-duration contracts. The amendments in ASU 2015-09 increase transparency of significant estimates made in measuring the liability for unpaid claims and claim adjustment expenses, improve comparability by requiring consistent disclosure of information, and provide financial statement users with additional information to facilitate analysis of the amount, timing, and uncertainty of cash flows and the development of loss reserve estimates. ASU 2015-09 is effective for all public entities for annual periods beginning after December 15, 2015 and interim periods within annual periods beginning after December 15, 2016. For all other entities, the amendments are effective for annual years beginning after December 15, 2016, and for interim periods within annual years beginning after December 15, 2017. Early adoption is permitted. We do not expect that our adoption of ASU 2015-09 will have a material effect on our consolidated financial statements.

In August 2015, the FASB issued Final Rulemaking Release No. 33-9877: Pay Ratio Disclosure. The amendments covered by the Final Rules to Implement Section 953(b) of the Dodd-Frank Concerning Pay Ratio Disclosures requires disclosure of (1) an entity's median annual compensation for all employees, other than the chief executive officer, and the total annual compensation for the entity's chief executive officer, and (2) the two amounts expressed as a ratio. The release is effective for all public entities in the annual report for the first full fiscal year beginning on or after January 1, 2017, with a transition period provided for new registrants. We are evaluating the impact of the new guidance on our consolidated financial statements; however, we do not expect that our adoption of this guidance will have a material effect on our consolidated financial statements.



8
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Consolidated Financial Statements
September 30, 2015

3)    INVESTMENTS

The following table details the difference between cost or adjusted/amortized cost and estimated fair value, by major investment category, at September 30, 2015 and December 31, 2014:

 
Cost or Adjusted/Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
September 30, 2015
 
 
 
 
 
 
 
U.S. government and agency securities
$
118,473

 
$
415

 
$
158

 
$
118,730

Foreign government
3,265

 
126

 
—

 
3,391

States, municipalities and political subdivisions
135,699

 
2,325

 
469

 
137,555

Public utilities
8,927

 
199

 
19

 
9,107

Corporate securities
147,399

 
1,454

 
1,048

 
147,805

Redeemable preferred stocks
1,842

 
10

 
41

 
1,811

Total fixed maturities
415,605

 
4,529

 
1,735

 
418,399

Public utilities
1,669

 
69

 
27

 
1,711

Other common stocks
18,871

 
2,527

 
1,150

 
20,248

Non-redeemable preferred stocks
2,356

 
15

 
27

 
2,344

Total equity securities
22,896

 
2,611

 
1,204

 
24,303

Other long-term investments
2,734

 
302

 
—

 
3,036

Total investments
$
441,235

 
$
7,442

 
$
2,939

 
$
445,738

 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
U.S. government and agency securities
$
134,601

 
$
423

 
$
590

 
$
134,434

Foreign government
3,275

 
79

 
—

 
3,354

States, municipalities and political subdivisions
90,262

 
1,866

 
217

 
91,911

Public utilities
9,044

 
217

 
39

 
9,222

Corporate securities
111,787

 
1,409

 
580

 
112,616

Redeemable preferred stocks
1,094

 
9

 
10

 
1,093

Total fixed maturities
350,063

 
4,003

 
1,436

 
352,630

Public utilities
1,222

 
211

 
—

 
1,433

Other common stocks
19,560

 
3,738

 
250

 
23,048

Non-redeemable preferred stocks
1,496

 
17

 
7

 
1,506

Total equity securities
22,278

 
3,966

 
257

 
25,987

Other long-term investments
2,749

 
261

 
—

 
3,010

Total investments
$
375,090

 
$
8,230

 
$
1,693

 
$
381,627



9
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Consolidated Financial Statements
September 30, 2015

When we sell investments, we calculate the gain or loss realized on the sale by comparing the sales price (fair value) to the cost or adjusted/amortized cost of the security sold. We determine the cost or adjusted/amortized cost of the security sold using the specific-identification method. The following table details our realized gains (losses) by major investment category for the three and nine month periods ended September 30, 2015 and 2014:

 
2015
 
2014
 
Gains
(Losses)
 
Fair Value at Sale
 
Gains
(Losses)
 
Fair Value at Sale
Three Months Ended September 30,
 
 
 
 
 
 
 
Fixed maturities
$
315

 
$
24,168

 
$
2

 
$
333

Equity securities
778

 
2,469

 
2

 
44,024

Total realized gains
1,093

 
26,637

 
4

 
44,357

Fixed maturities
(95
)
 
4,131

 
(73
)
 
2,270

Equity securities
(675
)
 
2,106

 
—

 
—

Total realized losses
(770
)
 
6,237

 
(73
)
 
2,270

Net realized investment gains (losses)
$
323

 
$
32,874

 
$
(69
)
 
$
46,627

 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
 
 
 
 
 
 
Fixed maturities
$
542

 
$
45,392

 
$
23

 
$
1,453

Equity securities
817

 
3,441

 
174

 
111,075

Total realized gains
1,359

 
48,833

 
197

 
112,528

Fixed maturities
(364
)
 
22,159

 
(150
)
 
4,823

Equity securities
(683
)
 
2,264

 
(71
)
 
1,013

Total realized losses
(1,047
)
 
24,423

 
(221
)
 
5,836

Net realized investment gains (losses)
$
312

 
$
73,256

 
$
(24
)
 
$
118,364


The table below summarizes our fixed maturities at September 30, 2015 by contractual maturity periods. Actual results may differ as issuers may have the right to call or prepay obligations, with or without penalties, prior to the contractual maturity of those obligations.

 
September 30, 2015
 
Cost or Amortized Cost
 
Percent of Total
 
Fair Value
 
Percent of Total
Due in one year or less
$
55,322

 
13.3
%
 
$
55,360

 
13.2
%
Due after one year through five years
181,013

 
43.6

 
182,064

 
43.5

Due after five years through ten years
134,012

 
32.2

 
134,815

 
32.2

Due after ten years
45,258

 
10.9

 
46,160

 
11.1

Total
$
415,605

 
100.0
%
 
$
418,399

 
100.0
%


10
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Consolidated Financial Statements
September 30, 2015

The following table summarizes our net investment income by major investment category:

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Fixed maturities
$
2,078

 
$
1,611

 
$
5,879

 
$
4,237

Equity securities
222

 
171

 
656

 
537

Cash, cash equivalents and short-term investments
4

 
2

 
9

 
7

Other investments
105

 
23

 
171

 
110

Other assets
4

 
—

 
10

 
—

Investment income
2,413

 
1,807

 
6,725

 
4,891

Investment expenses
(92
)
 
(79
)
 
(181
)
 
(227
)
Net investment income
$
2,321

 
$
1,728

 
$
6,544

 
$
4,664


Portfolio monitoring

We have a comprehensive portfolio monitoring process to identify and evaluate each fixed income and equity security whose carrying value may be other-than-temporarily impaired.

For each fixed income security in an unrealized loss position, we determine if the loss is temporary or other-than-temporary. If our management decides to sell the security or determines that it is more likely than not that we will be required to sell the security before recovery of the cost or amortized cost basis for reasons such as liquidity, contractual or regulatory purposes, then the security's decline in fair value is considered other-than-temporary and is recorded in earnings.

If we have not made the decision to sell the fixed income security and it is not more likely than not that we will be required to sell the fixed income security before recovery of its amortized cost basis, we evaluate whether we expect the security to receive cash flows sufficient to recover the entire cost or amortized cost basis of the security. We calculate the estimated recovery value by discounting the best estimate of future cash flows at the security's original or current effective rate, as appropriate, and compare this to the cost or amortized cost of the security. If we do not expect to receive cash flows sufficient to recover the entire cost or amortized cost basis of the fixed income security, the credit loss component of the impairment is recorded in earnings, with the remaining amount of the unrealized loss related to other factors recognized in other comprehensive income.

For equity securities, we consider various factors, including whether we have the intent and ability to hold the equity security for a period of time sufficient to recover its cost basis. If we lack the intent and ability to hold to recovery, or if we believe the recovery period is extended, the equity security's decline in fair value is considered other-than-temporary and is recorded in earnings.

Our portfolio monitoring process includes a quarterly review of all securities to identify instances where the fair value of a security compared to its cost or amortized cost (for fixed income securities) or cost (for equity securities) is below established thresholds. The process also includes the monitoring of other impairment indicators such as ratings, ratings downgrades and payment defaults. The securities identified, in addition to other securities for which we may have a concern, are evaluated for potential other-than-temporary impairment using all reasonably available information relevant to the collectability or recovery of the security. Inherent in our evaluation of other-than-temporary impairment for these fixed income and equity securities are assumptions and estimates about the financial condition and future earnings potential of the issue or issuer. Some of the factors that may be considered in evaluating whether a decline in fair value is other-than-temporary are: (1) the financial condition, near-term and long-term prospects of the issue or issuer, including relevant industry specific market conditions and trends, geographic location and implications of rating agency actions and offering prices; (2) the specific reasons that a security is in an unrealized loss position, including overall market conditions which could affect liquidity; and (3) the length of time and extent to which the fair value has been less than amortized cost or cost.

11
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Consolidated Financial Statements
September 30, 2015

The following table presents an aging of our unrealized investment losses by investment class:
 
 
Less Than Twelve Months
 
Twelve Months or More
 

Number of Securities*
 
Gross Unrealized Losses
 
Fair Value
 

Number of Securities*
 
Gross Unrealized Losses
 
Fair Value
September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency securities
13

 
$
28

 
$
22,250

 
20

 
$
130

 
$
11,186

States, municipalities and political subdivisions
34

 
458

 
36,940

 
5

 
11

 
6,447

Public utilities
4

 
1

 
364

 
2

 
18

 
2,302

Corporate securities
61

 
841

 
48,978

 
8

 
207

 
9,123

Redeemable preferred stocks
5

 
41

 
566

 
—

 
—

 
—

Total fixed maturities
117

 
1,369

 
109,098

 
35

 
366

 
29,058

Public utilities
7

 
27

 
683

 
—

 
—

 
—

Other common stocks
97

 
1,090

 
10,723

 
3

 
60

 
196

Non-redeemable preferred stocks
14

 
27

 
1,164

 
—

 
—

 
—

Total equity securities
118

 
1,144

 
12,570

 
3

 
60

 
196

Total
235

 
$
2,513

 
$
121,668

 
38

 
$
426

 
$
29,254

 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency securities
32

 
$
285

 
$
36,081

 
20

 
$
305

 
$
16,947

States, municipalities and political subdivisions
24

 
100

 
22,272

 
11

 
117

 
14,310

Public utilities
1

 
1

 
1,274

 
1

 
38

 
1,014

Corporate securities
23

 
271

 
23,738

 
16

 
309

 
20,215

Redeemable preferred stocks
4

 
10

 
408

 
—

 
—

 
—

Total fixed maturities
84

 
667

 
83,773

 
48

 
769

 
52,486

Other common stocks
54

 
247

 
3,992

 
1

 
3

 
31

Non-redeemable preferred stocks
4

 
7

 
378

 
—

 
—

 
—

Total equity securities
58

 
254

 
4,370

 
1

 
3

 
31

Total
142

 
$
921

 
$
88,143

 
49

 
$
772

 
$
52,517

* This amount represents the actual number of discrete securities, not the number of shares of those securities. The numbers are not presented in thousands.

During our quarterly evaluations of our securities for impairment, we determined that none of our investments in debt and equity securities that reflected an unrealized loss position were other-than-temporarily impaired. The issuers of our debt securities continue to make interest payments on a timely basis.  We do not intend to sell nor is it likely that we would be required to sell the debt securities before we recover our amortized cost basis. All the issuers of the equity securities we own had near-term prospects that indicated we could recover our cost basis, and we also do not intend to sell these securities until their value equals or exceeds their cost.

During the three and nine months ended September 30, 2015 and 2014, we recorded no other-than-temporary impairment charges.


12
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Consolidated Financial Statements
September 30, 2015

Fair value measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The hierarchy for inputs used in determining fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Assets and liabilities recorded on the Unaudited Consolidated Balance Sheets at fair value are categorized in the fair value hierarchy based on the observability of inputs to the valuation techniques as follows:

Level 1: Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that we can access.

Level 2: Assets and liabilities whose values are based on the following:
(a) Quoted prices for similar assets or liabilities in active markets;
(b) Quoted prices for identical or similar assets or liabilities in markets that are not active; or
(c) Valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Unobservable inputs reflect our estimates of the assumptions that market participants would use in valuing the assets and liabilities.

We estimate the fair value of our investments using the closing prices on the last business day of the reporting period, obtained from active markets such as the NYSE, NASDAQ, and NYSE MKT. For securities for which quoted prices in active markets are unavailable, we use a third-party pricing service that utilizes quoted prices in active markets for similar instruments, benchmark interest rates, broker quotes and other relevant inputs to estimate the fair value of those securities for which quoted prices are unavailable. Our estimates of fair value reflect the interest rate environment that existed as of the close of business on September 30, 2015 and December 31, 2014. Changes in interest rates subsequent to September 30, 2015 may affect the fair value of our investments.

The fair value for our fixed-maturities is initially calculated by a third-party pricing service. Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources, and through the use of proprietary models, produce valuation information in the form of a single fair value for individual fixed income and other securities for which a fair value has been requested. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, liquidity spreads, currency rates, and other information, as applicable. Credit and liquidity spreads are typically implied from completed transactions and transactions of comparable securities. Valuation service providers also use proprietary discounted cash flow models that are widely accepted in the financial services industry and similar to those used by other market participants to value the same financial information. The valuation models take into account, among other things, market observable information as of the measurement date, as described above, as well as the specific attributes of the security being valued including its term, interest rate, credit rating, industry sector, and where applicable, collateral quality and other issue or issuer specific information. Executing valuation models effectively requires seasoned professional judgment and experience.

For our Level 3 assets, our internal pricing methods are primarily based on models using discounted cash flow methodologies that determine a single best estimate of fair value for individual financial instruments. In addition, our models use a discount rate and internally assigned credit ratings as inputs (which are generally consistent with any external ratings) and those we use to report our holdings by credit rating. Market related inputs used in these fair values, which we believe are representative of inputs other market participants would use to determine fair value of the same instruments include: interest rate yield curves, quoted market prices of comparable securities, credit spreads, and other applicable market data. As a result of the significance of non-market observable inputs, including internally assigned credit ratings as described above, judgment is required in developing these fair values. The fair value of these financial assets may differ from the amount actually received if we were to sell the asset. Moreover, the use of different valuation assumptions may have a material effect on the fair values on the financial assets.



13
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Consolidated Financial Statements
September 30, 2015

Any change in the estimated fair value of our securities would impact the amount of unrealized gain or loss we have recorded, which could change the amount we have recorded for our investments and other comprehensive income on our Unaudited Consolidated Balance Sheet as of September 30, 2015.

The following table presents the fair value of our financial instruments measured on a recurring basis by level at September 30, 2015 and December 31, 2014:

 
Total
 
Level 1
 
Level 2
 
Level 3
September 30, 2015
 
 
 
 
 
 
 
U.S. government and agency securities
$
118,730

 
$
—

 
$
118,730

 
$
—

Foreign government
3,391

 
—

 
3,391

 
—

States, municipalities and political subdivisions
137,555

 
—

 
137,555

 
 
Public utilities
9,107

 
—

 
9,107

 
 
Corporate securities
147,805

 
—

 
147,805

 
—

Redeemable preferred stocks
1,811

 
1,811

 
—

 
 
Total fixed maturities
418,399

 
1,811

 
416,588

 
—

Public utilities
1,711

 
1,711

 
—

 
—

Other common stocks
20,248

 
20,248

 
—

 
 
Non-redeemable preferred stocks
2,344

 
2,344

 
—

 
—

Total equity securities
24,303

 
24,303

 
—

 
—

Other long-term investments
3,036

 
300

 
831

 
1,905

Total investments
$
445,738

 
$
26,414

 
$
417,419

 
$
1,905

 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
U.S. government and agency securities
$
134,434

 
$
—

 
$
134,434

 
$
—

Foreign government
3,354

 
—

 
3,354

 
—

States, municipalities and political subdivisions
91,911

 
—

 
91,911

 
—

Public utilities
9,222

 
—

 
9,222

 
—

Corporate securities
112,616

 
—

 
112,616

 
—

Redeemable preferred stocks
1,093

 
1,093

 
—

 
—

Total fixed maturities
352,630

 
1,093

 
351,537

 
—

Public utilities
1,433

 
1,433

 
—

 
—

Other common stocks
23,048

 
23,048

 
—

 
—

Non-redeemable preferred stocks
1,506

 
1,506

 
—

 
—

Total equity securities
25,987

 
25,987

 
—

 
—

Other long-term investments
3,010

 
300

 
739

 
1,971

Total investments
$
381,627

 
$
27,380

 
$
352,276

 
$
1,971





14
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Consolidated Financial Statements
September 30, 2015

The table below presents the rollforward of our Level 3 investments held at fair value during the nine months ended September 30, 2015:
 
 
Other Investments
December 31, 2014
 
$
1,971

Transfers in
 
—

Partnership income
 
69

Return of capital
 
(177
)
Unrealized gains in accumulated other comprehensive income
 
42

September 30, 2015
 
$
1,905



We are responsible for the determination of fair value and the supporting assumptions and methodologies. We gain assurance on the overall reasonableness and consistent application of valuation methodologies and inputs and compliance with accounting standards through the execution of various processes and controls designed to provide assurance that our assets and liabilities are appropriately valued. For fair values received from third parties, our processes are designed to provide assurance that the valuation methodologies and inputs are appropriate and consistently applied, the assumptions are reasonable and consistent with the objective of determining fair value, and the fair values are accurately recorded.

At the end of each quarter, we determine whether we need to transfer the fair values of any securities between levels of the fair value hierarchy and, if so, we report the transfer as of the end of the quarter. During the first nine months of 2015, we transferred no investments between levels. We used unobservable inputs to derive our estimated fair value for Level 3 investments and the unobservable inputs are significant to the overall fair value measurement.

For our investments in U.S. government securities that do not have prices in active markets, agency securities, state and municipal governments, and corporate bonds, we obtain the fair values from Synovus Trust Company, NA, which uses a third-party valuation service. The valuation service calculates prices for our investments in the aforementioned security types on a month-end basis by using several matrix-pricing methodologies that incorporate inputs from various sources. The model the valuation service uses to price U.S. government securities and securities of states and municipalities incorporates inputs from active market makers and inter-dealer brokers. To price corporate bonds and agency securities, the valuation service calculates non-call yield spreads on all issuers, uses option-adjusted yield spreads to account for any early redemption features, then adds final spreads to the U.S. Treasury curve at 3 p.m. (ET) as of quarter end. Since the inputs the valuation service uses in their calculations are not quoted prices in active markets, but are observable inputs, they represent Level 2 inputs.


15
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Consolidated Financial Statements
September 30, 2015

Other investments

We acquired investments in limited partnerships, recorded in the other investments line of our Unaudited Consolidated Balance Sheets, that are currently being accounted for at fair value utilizing a discounted cash flow methodology. The estimated fair value of our investments in the limited partnership interests was $2,736,000. We have fully funded our investments in DCR and RCH, but we are still obligated to fund an additional $1,169,000 for our investment in Kayne. The information presented in the table below is as of September 30, 2015.

 
 
Initial Investment
 
Book Value
 
Unrealized Gain
 
Fair Value
DCR Mortgage Partners VI, L.P.
 
$
627

 
$
638

 
$
231

 
$
869

RCH Mortgage Fund VI Investors, LP
 
1,000

 
965

 
71

 
1,036

Kayne Senior Credit Fund II, L.P.
 
831

 
831

 
—

 
831

Total limited partnerships
 
$
2,458

 
$
2,434

 
$
302

 
$
2,736

Other short-term investments
 
300

 
300

 
—

 
300

Total other investments
 
$
2,758

 
$
2,734

 
$
302

 
$
3,036


The following table summarizes the quantitative impact that the significant unobservable inputs used to estimate the fair value of our Level 3 investments has on the estimated fair value on our investments shown in the tables above. The DCR and RCH investments were valued using a duration of 60 months for both periods presented below.
 
 
Fair Value
 
Valuation
 
 
 
Rate
 
 
Impact
 
Technique
 
Unobservable Input
 
Adjustment
September 30, 2015
 
 
 
 
 
 
 
 
DCR
 
$
(89
)
 
Discounted cash flow
 
Discount rate based on D&B paydex scale
 
2.35%
RCH
 
$
(292
)
 
Discounted cash flow
 
Discount rate based on D&B paydex scale
 
6.10%
 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
 
DCR
 
$
(107
)
 
Discounted cash flow
 
Discount rate based on D&B paydex scale
 
2.35%
RCH
 
$
(292
)
 
Discounted cash flow
 
Discount rate based on D&B paydex scale
 
6.10%


4)
ACQUISITION

On February 3, 2015, we successfully completed the acquisition of Family Security Holdings, LLC and its two wholly-owned subsidiaries. The purchase price for FSH and its subsidiaries consisted of an initial purchase price of $12,994,000 in common stock and contingent consideration based on a percentage of gross premiums written on the renewal of FSH policies during the one year period following the closing date, which we estimate to be $540,000 as of September 30, 2015. The contingent consideration will be paid in shares of our common stock one year after the closing of the merger.

The business combination has been accounted for using the acquisition method of accounting, which requires, among other things, that most assets acquired, liabilities assumed and earn-out consideration be recognized at their fair values as of the acquisition date.


16
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Consolidated Financial Statements
September 30, 2015

The purchase price consisted of the following amounts:
Fair market value of common stock issued
 
$
12,994

Estimate of potential contingent consideration(1)
 
540

Total purchase price
 
$
13,534

(1) 
The amount of the contingent consideration reflected in the table above reflects our estimate, as of September 30, 2015, of the amount of contingent consideration that we will be required to pay to the former shareholders of FSH pursuant to the purchase agreement to acquire FSH and it subsidiaries. The contingent consideration will be paid out in additional shares of our stock based on the 180 day average of the closing price of our stock in the 180 days immediately prior to the one year anniversary of the closing of the acquisition. The contingent consideration will be measured at each reporting date with changes in its fair value recognized in our Unaudited Consolidated Statements of Comprehensive Income.

The operations of FSH and its subsidiaries are included in our Unaudited Consolidated Statements of Comprehensive Income effective February 3, 2015. We have one year from the acquisition date to finalize the allocation of the purchase price of FSH and its subsidiaries. The initial purchase price allocation is as follows:
Cash
 
$
14,467

Investments
 
5,588

Premium and agents' receivable
 
1,496

Intangible assets
 
6,312

Goodwill
 
4,196

Other assets
 
609

Loss reserves
 
(2,390
)
Unearned premiums
 
(9,646
)
Reinsurance payable
 
(998
)
Loans payable
 
(2,246
)
Deferred taxes
 
(2,182
)
Other liabilities
 
(1,672
)
Total purchase price
 
$
13,534


The unaudited pro forma information has been prepared as if the FSH acquisition had taken place on January 1, 2015. The unaudited pro forma information is not necessarily indicative of the results that we would have achieved had the transaction taken place on January 1, 2015, and the unaudited pro forma information does not purport to be indicative of future financial operating results.

 
 
For the Nine Months Ended September 30, 2015
 
 
 
 
Pro Forma
 
 
 
 
As Reported
 
Adjustments
 
Pro Forma
Revenues
 
$
257,542

 
$
1,127

 
$
258,669

 
 
 
 
 
 
 
Net income
 
$
13,556

 
$
77

 
$
13,633

 
 
 
 
 
 
 
Diluted earnings per share
 
$
0.63

 
$
—

 
$
0.64



17
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Consolidated Financial Statements
September 30, 2015

5)    EARNINGS PER SHARE

Basic earnings per share (EPS) is based on the weighted average number of common shares outstanding for the period, excluding any dilutive common share equivalents. Diluted EPS reflects the potential dilution resulting from vesting of restricted stock awards. The following table shows the computation of basic and diluted EPS for the three and nine month periods ended September 30, 2015 and September 30, 2014, respectively:

 
 
Three Months Ended September 30,
 
Nine Months Ended
September 30,
 
 
2015
 
2014
 
2015
 
2014
Numerator:
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
 
$
8,083

 
$
8,640

 
$
13,556

 
$
29,619

 
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
 
Weighted-average shares outstanding
 
21,290,759

 
20,745,245

 
21,193,825

 
19,658,199

Effect of dilutive securities
 
237,787

 
98,358

 
233,573

 
98,212

Weighted-average diluted shares
 
21,528,546

 
20,843,603

 
21,427,398

 
19,756,411

 
 
 
 
 
 
 
 
 
Basic earnings per share
 
$
0.38

 
$
0.42

 
$
0.64

 
$
1.51

Diluted earnings per share
 
$
0.38

 
$
0.41

 
$
0.63

 
$
1.50


See Note 14 for additional information on the stock grants related to dilutive securities.


6)    PROPERTY AND EQUIPMENT, NET

On September 5, 2014, we entered into a purchase and sale agreement to acquire approximately 40,000 square feet of commercial office space and associated property in St. Petersburg, Florida. At acquisition, the real estate consisted of approximately 2.3 acres of land and an office building, plus an additional 1.5 acres of leased parking space. We are depreciating the building over its expected useful life of 39 years.

On September 9, 2015, we entered into a purchase and sale agreement to acquire approximately 7,800 square feet of commercial office space in St. Petersburg, Florida. We are depreciating the building over its expected useful life of 39 years.

Property and equipment, net consists of the following:
 
 
September 30,
2015
 
December 31,
2014
Land
 
$
2,114

 
$
2,114

Building and building improvements
 
3,366

 
1,469

Computer hardware and software
 
12,002

 
6,001

Office furniture and equipment
 
1,638

 
1,319

Leasehold improvements
 
141

 
141

Total, at cost
 
19,261

 
11,044

Less: accumulated depreciation and amortization
 
(3,918
)
 
(3,022
)
Property and equipment, net
 
$
15,343

 
$
8,022


Depreciation and amortization expense under property and equipment was $446,000 and $191,000 for the three months ended September 30, 2015 and 2014, respectively and $897,000 and $518,000 for the nine months ended September 30, 2015 and 2014, respectively.

18
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Consolidated Financial Statements
September 30, 2015

7)    REINSURANCE

Our reinsurance program is designed, utilizing our risk management methodology, to address our exposure to catastrophes. According to the Insurance Service Office (ISO), a catastrophe loss is defined as a single unpredictable incident or series of closely related incidents that result in $25,000,000 or more in U.S. industry-wide direct insured losses to property and that affect a significant number of policyholders and insurers (ISO catastrophe). In addition to ISO catastrophes, we also include as catastrophes those events (non-ISO catastrophes), which may include losses, that we believe are, or will be, material to our operations, either in amount or in number of claims made.

Our program provides reinsurance protection for catastrophes including hurricanes, tropical storms, and tornadoes. These reinsurance agreements are part of our catastrophe management strategy, which is intended to provide our shareholders an acceptable return on the risks assumed in our property business, and to reduce variability of earnings, while providing protection to our policyholders.

During the second quarter of 2015, we placed our reinsurance program for the 2015 treaty year beginning June 1, 2015 and ending on May 31, 2016. The agreements incorporate the mandatory coverage required by and placed with the Florida Hurricane Catastrophe Fund (FHCF). The FHCF is a Florida State-sponsored trust fund that provides reimbursement in Florida against storms that the National Hurricane Center designates as hurricanes. The private agreements provide coverage against severe weather events such as hurricanes, tropical storms and tornadoes.

For the treaty year beginning June 1, 2015 and ending on May 31, 2016, UPC Insurance has obtained reinsurance protection of $1,243,122,000 excess $25,000,000, providing sufficient protection for approximately a 1-in-100 year hurricane event and a second 1-in-50 year hurricane event as calculated using a blended model result predominately based on our licensed modeling software, AIR model version 15, using long-term event rates including demand surge. For a single first event hurricane or tropical storm, UPC Insurance will pay, or “retain”, 100% of losses up to $25,000,000 in a Florida event and 100% of losses up to $5,000,000 in an event outside of Florida. The catastrophe excess of loss reinsurance program provides 100% coverage for all losses in excess of $25,000,000 up to $1,173,122,000 for a first event and $1,243,122,000 for any number of subsequent events until all limit is exhausted.

For the 2015 contract year, UPC Insurance has elected a 45% participation rate with the FHCF and purchased FHCF replacement coverage from private reinsurers for the remaining 45%. Of the $1,243,122,000 in excess of $25,000,000, we estimate the mandatory FHCF layer will provide approximately $284,061,000 (45% of $631,247,000) of aggregate coverage for losses in excess of $230,356,000. The private market FHCF replacement coverage provides another $284,061,000 in excess of $230,356,000 layer for Florida only on a fully collateralized basis that also inures to the benefit of all other private reinsurance coverage.

In addition to the FHCF and FHCF replacement coverage, $585,000,000 of aggregate catastrophe reinsurance coverage in excess of $25,000,000 was acquired from 35 unaffiliated private reinsurers who either carry A.M. Best financial strength ratings of A- or higher, or have fully collateralized their maximum potential obligations in dedicated trusts for the benefit of UPC. Our 2015 agreements with these private reinsurers structure coverage into 6 layers, with a cascading feature such that all layers attach at $25,000,000. If the aggregate limit of the preceding layer is exhausted, the next layer drops down (cascades) in its place. Additionally, any unused layer protection drops down for subsequent events until exhausted ensuring there are no potential gaps in coverage up to the $1,173,122,000 first event program exhaustion point. The Company also secured up to $95,000,000 of limit that can be utilized at our option for 2nd and subsequent events at an additional cost, but the Company is under no obligation to activate this layer.

UPC also purchased a $20,000,000 per occurrence, excess of $5,000,000, underlying layer with $40,000,000 of aggregate contract year limit. This coverage reduces our retention for named windstorms to $5,000,000 subject to an overall annual aggregate limit of $40,000,000. For losses in Florida, this contract stipulates an annual aggregate deductible of $25,000,000, which effectively reduces our 2nd event retention in Florida to $10,000,000 and 3rd and subsequent event retentions in Florida to $5,000,000 subject to the overall $40,000,000 of aggregate limit.

The total cost of the 2015-16 catastrophe reinsurance program is estimated to be $161,400,000.



19
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Consolidated Financial Statements
September 30, 2015

We amortize our prepaid reinsurance premiums over the annual agreement period, and we record that amortization in ceded premiums earned on our Unaudited Consolidated Statements of Comprehensive Income. The table below summarizes the amounts of our ceded premiums written under the various types of agreements, as well as the amortization of prepaid reinsurance premiums:

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Excess-of-loss
$
1,898

 
$
4,642

 
$
(163,221
)
 
$
(126,632
)
Equipment & identity theft
(1,723
)
 
(1,221
)
 
(4,521
)
 
(3,138
)
Flood
(4,505
)
 
(4,509
)
 
(11,461
)
 
(11,961
)
Ceded premiums written
$
(4,330
)
 
$
(1,088
)
 
$
(179,203
)
 
$
(141,731
)
Increase (decrease) in ceded unearned premiums
(40,400
)
 
(34,653
)
 
56,809

 
41,974

Ceded premiums earned
$
(44,730
)
 
$
(35,741
)
 
$
(122,394
)
 
$
(99,757
)

Current year catastrophe losses by the event magnitude are shown in the following table for the three and nine months ended September 30, 2015 and 2014.

 
 
2015
 
2014
 
 
Number of Events
 
Incurred Loss and LAE (1) 
 
Combined Ratio Impact
 
Number of Events
 
Incurred Loss and LAE (1) 
 
Combined Ratio Impact
Three Months Ended September 30,
 
 
 
 
 
 
 
 
 
 
 
 
Current period catastrophe losses incurred
 
 
 
 
 
 
 
 
 
 
 
 
$ 1 million to $5 million (2)
 
1

 
$
2,420

 
2.8
%
 
—

 
$
—

 
—
%
Less than $1 million (3)
 
12

 
1,388

 
1.7
%
 
3

 
714

 
1.1
%
Total
 
13

 
$
3,808

 
4.5
%
 
3

 
$
714

 
1.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
 
 
 
 
 
 
 
 
 
 
 
Current period catastrophe losses incurred
 
 
 
 
 
 
 
 
 
 
 
 
$ 5 million to $10 million(4)
 
2

 
$
11,342

 
4.7
%
 
—

 
$
—

 
—
%
$ 1 million to $5 million (5)
 
6

 
12,275

 
5.1
%
 
—

 
—

 
—
%
Less than $1 million (3)
 
5

 
1,968

 
0.8
%
 
3

 
974

 
0.5
%
Total
 
13

 
$
25,585

 
10.6
%
 
3

 
$
974

 
0.5
%
(1)
Incurred loss and LAE is equal to losses and LAE paid plus the change in case and incurred but not reported reserves.
(2)
Reflects losses from a wind storm in 2015.
(3)
Reflects losses from winter storms, hail storms, Texas flooding, Hurricane Anna and Tropical Storm Bill in 2015 and losses from the Richland hail storm, Hurricane Arthur and the Revere Tornado in 2014.
(4)
Reflects losses from winter storms in 2015.
(5)
Reflects losses from winter storms, hail storms and wind storms in 2015.
 
We collected cash recoveries under our reinsurance agreements totaling $7,608,000 and $100,000 for the three month periods ended September 30, 2015 and 2014, respectively, and $8,535,000 and $1,181,000 for the nine month periods ended September 30, 2015 and 2014, respectively.

Effective January 1, 2015, we entered into two new reinsurance agreements, that will expire on December 31, 2015. The first reinsurance agreement provides excess-of-loss coverage for losses arising out of property business up to $3,000,000 in excess of $1,000,000 per risk. Should a loss recovery, or series of loss recoveries, exhaust the coverage provided under the

20
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Consolidated Financial Statements
September 30, 2015

agreement for losses arising out of property-only business, excluding named windstorms, two reinstatements of coverage are included at no additional premium, with a third reinstatement subject to additional premium. We also entered into a second property catastrophe excess-of-loss reinsurance agreement that provides coverage up to $25,000,000 in excess of $3,000,000. This agreement provides coverage for events during any period of 168 consecutive hours that are not named hurricanes or tropical storms. Should losses for one event exceed $25,000,000, our catastrophe reinsurance agreements would provide reinsurance for the remaining losses. Reinstatements of the second property catastrophe agreement are subject to an additional premium.
 
We write flood insurance under an agreement with the National Flood Insurance Program. We cede 100% of the premiums written and the related risk of loss to the federal government. We earn commissions for the issuance of flood policies based upon a fixed percentage of net written premiums and the processing of flood claims based upon a fixed percentage of incurred losses, and we can earn additional commissions by meeting certain growth targets for the number of in-force policies. We recognized commission revenue from our flood program of $239,000 and $168,000 for the three month periods ended September 30, 2015 and 2014, respectively, and $721,000 and $748,000 for the nine month periods ended September 30, 2015 and 2014, respectively.


8)    LONG-TERM DEBT

Our long-term debt at September 30, 2015 consisted of a note payable to the Florida State Board of Administration. At September 30, 2015 and December 31, 2014, we owed $12,647,000 and $13,529,000, respectively, on the note and the interest rate was 2.33% and 2.50%, respectively. All other terms and conditions of the note remain as described in our 2014 Form 10-K.

The $12,647,000 note payable to the Florida State Board of Administration (SBA note) requires United Property & Casualty Insurance Company to maintain surplus as regards policyholders at or above a calculated level, which was $29,909,000 at September 30, 2015. Each quarter, we monitor the surplus as regards policyholders for both of our insurance affiliates and, for various reasons, we occasionally provide additional capital to our insurance affiliates. During the three and nine month periods ended September 30, 2015 and 2014, we contributed no capital to our insurance affiliates. We currently do not foresee a need for any material contributions of capital to our insurance affiliates; however, any future contributions of capital will depend on circumstances at the time.

Our SBA note requires that United Property & Casualty Insurance Company maintain either a 2:1 ratio of net written premium to surplus, or net writing ratio, or a 6:1 ratio of gross written premium to surplus, or gross writing ratio, to avoid additional interest penalties. The SBA note agreement defines surplus for the purpose of calculating the required ratios as the $20,000,000 of capital contributed to United Property & Casualty Insurance Company under the agreement plus the outstanding balance of the note. At September 30, 2015, United Property & Casualty Insurance Company's net written premium to surplus ratio was 7.3:1, which is well above the 2:1 required ratio. United Property & Casualty Insurance Company's gross written premium to surplus ratio was 10.1:1, which exceeds the required ratio of 6:1. Should United Property & Casualty Insurance Company fail to exceed either a net writing ratio of 1.5:1 or a gross writing ratio of 4.5:1, United Property & Casualty Insurance Company's interest rate will increase by 450 basis points above the 10-year Constant Maturity Treasury rate which was 2.06% at the end of September 2015. Any other writing ratio deficiencies result in an interest rate penalty of 25 basis points above the stated rate of the note, which is 2.33% at the end of September 2015. Our SBA note further provides that the SBA may, among other things, declare its loan immediately due and payable for all defaults existing under the SBA note; however, any payment is subject to approval by the insurance regulatory authority. At September 30, 2015, we were in compliance with the covenants of the SBA note.



9)    COMMITMENTS AND CONTINGENCIES

We are involved in claims-related legal actions arising in the ordinary course of business. We accrue amounts resulting from claims-related legal actions in unpaid losses and loss adjustment expenses during the period that we determine an unfavorable outcome becomes probable and we can estimate the amounts. Management makes revisions to our estimates based on its analysis of subsequent information that we receive regarding various factors, including: (i) per claim information; (ii)

21
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Consolidated Financial Statements
September 30, 2015

company and industry historical loss experience; (iii) judicial decisions and legal developments in the awarding of damages, and (iv) trends in general economic conditions, including the effects of inflation.

See Note 8 for information regarding commitments related to long-term debt, and Note 10 for commitments related to regulatory actions.


10)    STATUTORY ACCOUNTING AND REGULATION

The insurance industry is heavily regulated. State laws and regulations, as well as national regulatory agency requirements, govern the operations of all insurers such as our insurance affiliates. The various laws and regulations require that insurers maintain minimum amounts of statutory surplus and risk-based capital, they restrict insurers' ability to pay dividends, they specify allowable investment types and investment mixes, and they subject insurers to assessments. At September 30, 2015, and during the three and nine months then ended, our insurance affiliates met all regulatory requirements of the states in which they operate, and they did not incur any material assessments.

The National Association of Insurance Commissioners published Risk-Based Capital (RBC) guidelines for insurance companies that are designed to assess capital adequacy and to raise the level of protection that statutory surplus provides for policy holders. Most states, including Florida and Hawaii, have enacted statutory requirements adopting the NAIC RBC guidelines, and insurers having less statutory surplus than required will be subject to varying degrees of regulatory action, depending on the level of capital inadequacy. State insurance regulatory authorities could require an insurer to cease operations in the event the insurer fails to maintain the required statutory capital.

The state laws of Florida and Hawaii permit an insurer to pay dividends or make distributions out of that part of statutory surplus derived from net operating profit and net realized capital gains. The state laws further provide calculations to determine the amount of dividends or distributions that can be made without the prior approval of the insurance regulatory authorities in those states and the amount of dividends or distributions that would require prior approval of the insurance regulatory authorities in those states. Statutory risk-based capital requirements may further restrict our insurance affiliates' ability to pay dividends or make distributions if the amount of the intended dividend or distribution would cause statutory surplus to fall below minimum risk-based capital requirements.

The note payable to the SBA is considered a surplus note pursuant to statutory accounting principles. As a result, United Property & Casualty Insurance Company is subject to the authority of the Insurance Commissioner of the State of Florida with regard to its ability to repay principal and interest on the surplus note. Any payment of principal or interest requires permission from the insurance regulatory authority.

We have reported our insurance affiliates' assets, liabilities and results of operations in accordance with GAAP, which varies from statutory accounting principles prescribed or permitted by state laws and regulations, as well as by general industry practices. The following items are principal differences between statutory accounting and GAAP:
 

•
Statutory accounting requires that we exclude certain assets, called non-admitted assets, from the balance sheet.
 
•
Statutory accounting requires us to expense policy acquisition costs when incurred, while GAAP allows us to defer to the extent realizable, and amortize policy acquisition costs over the estimated life of the policies.

•
Statutory accounting requires that surplus notes, also known as surplus debentures, be recorded in statutory surplus, while GAAP requires us to record surplus notes as a liability.

•
Statutory accounting allows certain investments to be carried at amortized cost or fair value based on the rating received from the Securities Valuation Office of the National Association of Insurance Commissioners, while they are recorded at fair value for GAAP because the investments are held as available for sale.


22
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Consolidated Financial Statements
September 30, 2015

•
Statutory accounting allows ceding commission income to be recognized when written if the cost of acquiring and renewing the associated business exceeds the ceding commissions, but under GAAP such income is deferred and recognized over the coverage period.

•
Statutory accounting requires that unearned premiums and loss reserves are presented net of related reinsurance rather than on a gross basis under GAAP.

•
Statutory accounting requires a provision for reinsurance liability be established for reinsurance recoverable on paid losses aged over ninety days and for unsecured amounts recoverable from unauthorized reinsurers.  Under GAAP there is no charge for uncollateralized amounts ceded to a company not licensed in the insurance affiliate's domiciliary state and a reserve for uncollectable reinsurance is charged through earnings rather than surplus or equity.

•
Statutory accounting requires an additional admissibility test outlined in Statements on Statutory Accounting Principles, No. 101 and the change in deferred income tax is reported directly in capital and surplus, rather than being reported as a component of income tax expense under GAAP.

Our insurance affiliates must file with the various insurance regulatory authorities an “Annual Statement” which reports, among other items, net income (loss) and surplus as regards policyholders, which is called stockholder’s equity under GAAP. For the three month and nine month periods ended September 30, 2015 and 2014, United Property & Casualty Insurance Company (UPC), Family Security Insurance Company, Inc. (FSIC) and UPC Re (our reinsurance affiliate) recorded statutory net income (loss).

 
Three Months Ended
 
Nine Months Ended
 
September 30, 2015
 
September 30, 2014
 
September 30, 2015
 
September 30, 2014
UPC
$
2,537

 
$
4,720

 
$
(174
)
 
$
15,981

UPC Re
$
169

 
$
1,605

 
$
249

 
$
2,225

FSIC
$
1,567

 
N/A(1)

 
$
1,633

 
N/A(1)

(1)There is not a reportable value for FSIC as of September 30, 2014 as we did not own the company until February 2015.


Our insurance affiliates must maintain capital and surplus ratios or balances as determined by the regulatory authority of the states in which they are domiciled. UPC is required to maintain capital and surplus equal to the greater of 10% of its total liabilities or $5,000,000. Our reinsurance affiliate is required to maintain a minimum surplus of $200,000. Family Security Insurance Company, Inc. is required to maintain capital and surplus of $3,250,000. The table below shows the amount of surplus as regards policyholders for our regulated entities at September 30, 2015 and December 31, 2014, respectively.

 
September 30, 2015
 
December 31, 2014
     UPC
$
126,594

 
$
126,249

     UPC Re(2)
$
(1,445
)
 
$
19,048

     FSIC
$
9,678

 
N/A(1)

(1)There is not a reportable value for FSIC at December 31, 2014 as we did not own the company
until February 2015.
(2)UPC Re is currently in a negative statutory position due to dividends being paid during Q3 2015.
This negative statutory position will be corrected prior to year end to meet the minimum surplus requirements.


23
UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Consolidated Financial Statements
September 30, 2015

11)    RELATED PARTY TRANSACTIONS
 
One of our executive officers, Ms. Salmon, is a former partner at the law firm of Groelle & Salmon, PA, where her spouse remains partner and co-owner. Groelle & Salmon, PA provides legal representation to us related to our claims litigation, and also provided representation to us for several years prior to Ms. Salmon joining UPC Insurance. During the three months ended September 30, 2015 and 2014, Groelle & Salmon, PA billed us approximately $394,000 and $288,000, respectively, and $918,000 and $587,000 for the nine months ended September 30, 2015 and 2014, respectively. Ms. Salmon's spouse has a 50% interest in these billings, or approximately $197,000 and $144,000, for the three months ended September 30, 2015 and 2014, respectively, and $459,000 and $293,500 for the nine months ended September 30, 2015 and 2014, respectively.


12)    ACCUMULATED OTHER COMPREHENSIVE INCOME

We report changes in other comprehensive income items within comprehensive income on the Unaudited Consolidated Statements of Comprehensive Income, and we include accumulated other comprehensive income as a component of stockholders' equity on our Consolidated Balance Sheets.

The table below details the components of accumulated other comprehensive income at period end:

  
Pre-Tax Amount
 
Tax (Expense)Benefit
 
Net-of-Tax Amount
December 31, 2014
$
6,537

 
$
(2,526
)
 
$
4,011

Changes in net unrealized gains on investments
(1,722
)
 
666

 
(1,056
)
Reclassification adjustment for realized gains
(312
)
 
120

 
(192
)
September 30, 2015
$
4,503

 
$
(1,740
)
 
$
2,763



13)    STOCKHOLDERS' EQUITY

Our Board declared dividends on our outstanding shares of common stock to shareholders of record as follows for the periods presented:

 
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
 
Per Share Amount
 
Aggregate Amount
 
Per Share Amount
 
Aggregate Amount
First Quarter
 
$
0.05

 
$
1,073

 
$
0.04

 
$
832

Second Quarter
 
$