Document
 
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, 2018
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)
 
800 2nd Avenue S
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 every Interactive Data File required to be submitted 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 such files).    Yes  R    No  £

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
£
 
Accelerated filer
þ
Non-accelerated filer
£
 
Smaller reporting company
£
 
 
 
Emerging growth company
£
If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  £    No  R
As of November 2, 2018, 42,984,578 shares of common stock, par value $0.0001 per share, were outstanding.

 


UNITED INSURANCE HOLDINGS CORP.



PART I. FINANCIAL INFORMATION
 
 
Item 1. Financial Statements
 
    Unaudited Condensed Consolidated Balance Sheets
 
    Unaudited Condensed Consolidated Statements of Comprehensive Income
 
    Unaudited Condensed Consolidated Statements of Stockholders' Equity
 
    Unaudited Condensed Consolidated Statements of Cash Flows
 
    Notes to Unaudited Condensed 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 Quarterly Report on Form 10-Q (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 Form 10-Q, we show full values rounded to the nearest thousand.

2

UNITED INSURANCE HOLDINGS CORP.



FORWARD-LOOKING STATEMENTS

Statements in this Form 10-Q contain “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, gross written premium, earnings per share, estimated unpaid losses on insurance policies, investment returns, and diversification and expectations about our liquidity, our ability to meet our investment objectives and to manage and mitigate market risk with respect to our investments. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “endeavor,” “project,” “believe,” "plan," “anticipate,” “intend,” “could,” “would,” “estimate,” or “continue” or the negative variations thereof or comparable terminology are intended to identify forward-looking statements. 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. 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:

our exposure to catastrophic events and severe weather conditions;
the regulatory, economic and weather conditions present in Florida, the state in which we are most concentrated;
the effectiveness of our diversification strategy;
our ability to cultivate and maintain agent relationships, particularly our relationship with AmRisc, LLC (AmRisc);
the possibility that actual claims incurred may exceed our loss reserves for claims;
assessments charged by various governmental agencies;
our ability to implement and maintain adequate internal controls over financial reporting;
our ability to maintain adequate technology, data security, and outsourcing relationships;
our reliance on key vendor relationships, and the ability of our vendors to protect the personal information of our customers;
our ability to attract and retain the services of senior management;
risks and uncertainties relating to our acquisitions, including our ability to successfully integrate the acquired companies:
our ability to increase or maintain our market share;
changes in the regulatory environment 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, variability and availability of reinsurance;
our ability to collect from our reinsurers on our reinsurance claims;
dependence on investment income and the composition of our investment portfolio and related market risks;
the possibility of the pricing and terms for our products to decline due to the historically cyclical nature of the property and casualty insurance and reinsurance industry;
the outcome of litigation pending against us, including the terms of any settlements;
downgrades in our financial strength ratings;
the impact of future sales of substantial amounts of our common stock by us to our existing stockholders on our stock price;
our ability to pay dividends in the future;
the ability of R. Daniel Peed and his affiliates to exert significant control over us due to substantial ownership of our common stock, subject to certain restrictive covenants that may restrict our ability to pursue certain opportunities;
the ability of others to obtain control of us due to provisions in our charter documents; 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, 2017.

We caution you not to place reliance on these forward-looking statements, which are valid only as of the date they were made. Except as may be required by applicable law, we undertake no obligation to update or revise any forward-looking statements to reflect new information, the occurrence of unanticipated events or otherwise.

3

UNITED INSURANCE HOLDINGS CORP.


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)


September 30,
2018

December 31, 2017
ASSETS



 
Investments, at fair value:

 

 
Fixed maturities, available-for-sale (amortized cost of $854,640 and $763,434, respectively)

$
836,390


$
762,855

Equity securities

93,092


63,295

Other investments (amortized cost of $8,069 and $8,057, respectively)

8,330


8,381

   Portfolio loans
 

 
20,000

Total investments

$
937,812


$
854,531

  Cash and cash equivalents

240,950


229,556

Restricted cash
 
65,131

 
46,719

Total cash, cash equivalents and restricted cash
 
$
306,081

 
$
276,275

Accrued investment income

5,771


5,577

Property and equipment, net
 
16,583

 
17,291

Premiums receivable, net

78,417


75,275

Reinsurance recoverable on paid and unpaid losses

433,554


395,774

Prepaid reinsurance premiums

319,916


201,904

Goodwill
 
73,045

 
73,045

Deferred policy acquisition costs

105,764


103,882

Intangible assets
 
32,716

 
45,271

Other assets

12,570


11,096

Total Assets

$
2,322,229


$
2,059,921

LIABILITIES AND STOCKHOLDERS' EQUITY




Liabilities:




Unpaid losses and loss adjustment expenses

$
528,842


$
482,232

Unearned premiums

643,540


555,873

Reinsurance payable

297,173


149,117

Payments outstanding
 
50,789

 
41,786

Accounts payable and accrued expenses
 
52,100

 
46,594

Other liabilities

40,199


85,830

Notes payable

160,708

 
161,364

Total Liabilities

$
1,773,351


$
1,522,796

Commitments and contingencies (Note 11)






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; 43,034,270 and 42,965,137 issued, respectively; 42,910,579 and 42,753,054 outstanding, respectively

4


4

Additional paid-in capital

388,820


387,145

Treasury shares, at cost: 212,083 shares

(431
)

(431
)
Accumulated other comprehensive income (loss)

(13,702
)

9,221

Retained earnings

154,186


141,186

Total shareholders' equity attributable to United Insurance Holdings Corp. (UIHC) shareholders
 
$
528,877

 
$
537,125

Noncontrolling interests (NCI)
 
20,001

 

Total Stockholders' Equity

$
548,878


$
537,125

Total Liabilities and Stockholders' Equity

$
2,322,229


$
2,059,921

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

4

UNITED INSURANCE HOLDINGS CORP.


Condensed Consolidated Statements of Comprehensive Income
(Unaudited)


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


2018

2017
 
2018
 
2017
REVENUE:




 
 
 
 
Gross premiums written

$
295,935

 
$
267,219

 
$
960,214

 
$
788,408

Change in gross unearned premiums

8,021

 
782

 
(87,667
)
 
(76,758
)
Gross premiums earned

303,956

 
268,001

 
872,547

 
711,650

Ceded premiums earned

(132,626
)
 
(115,507
)
 
(365,011
)
 
(292,355
)
Net premiums earned

171,330

 
152,494

 
507,536

 
419,295

Investment income

6,888

 
4,901

 
19,665

 
12,489

Net realized investment losses

(447
)
 
(71
)
 
(674
)
 
(554
)
Net unrealized gains on equity securities

6,109

 

 
5,046

 

Other revenue

3,772

 
13,804

 
11,280

 
40,604

Total revenue

187,652

 
171,128

 
542,853

 
471,834

EXPENSES:




 
 
 
 
Losses and loss adjustment expenses

120,552

 
143,127

 
286,393

 
293,398

Policy acquisition costs

54,200

 
46,546

 
153,716

 
125,302

Operating expenses

10,976

 
6,891

 
28,976

 
19,020

General and administrative expenses

15,358

 
19,316

 
51,326

 
58,825

Interest expense

2,455

 
771

 
7,371

 
2,282

Total expenses

203,541

 
216,651

 
527,782

 
498,827

Income (loss) before other income

(15,889
)
 
(45,523
)
 
15,071

 
(26,993
)
Other income

19

 
36

 
106

 
94

Income (loss) before income taxes

(15,870
)
 
(45,487
)
 
15,177

 
(26,899
)
Provision for income taxes

(4,163
)
 
(17,475
)
 
3,815

 
(10,043
)
Net income (loss)

$
(11,707
)
 
$
(28,012
)
 
$
11,362

 
$
(16,856
)
Less: Net income attributable to noncontrolling interests
 
$
1

 
$

 
$
1

 
$

Net income (loss) attributable to UIHC
 
$
(11,708
)
 
$
(28,012
)
 
$
11,361

 
$
(16,856
)
OTHER COMPREHENSIVE INCOME:




 
 
 
 
Change in net unrealized gains (losses) on investments

(3,354
)
 
2,672

 
(30,706
)
 
10,509

Reclassification adjustment for net realized investment losses

447

 
71

 
674

 
554

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

699

 
(1,050
)
 
7,110

 
(4,207
)
Total comprehensive loss

$
(13,915
)
 
$
(26,319
)
 
$
(11,560
)
 
$
(10,000
)
Less: Comprehensive income attributable to NCI
 
1

 

 
1

 

Comprehensive loss attributable to UIHC

$
(13,916
)

$
(26,319
)
 
$
(11,561
)
 
$
(10,000
)
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding




 
 
 
 
Basic

42,677,893

 
42,524,400

 
42,636,515

 
35,341,994

Diluted
 
42,677,893

 
42,741,004

 
42,791,208

 
35,563,032






 
 
 
 
Earnings available to UIHC common shareholders per share




 
 
 
 
Basic

$
(0.27
)
 
$
(0.66
)
 
$
0.27

 
$
(0.48
)
Diluted
 
$
(0.27
)
 
$
(0.66
)
 
$
0.27

 
$
(0.47
)


 
 
 
 
 
 
 
Dividends declared per share

$
0.06

 
$
0.06

 
$
0.18

 
$
0.18

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

5

UNITED INSURANCE HOLDINGS CORP.



Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
 
Common Stock
 
Additional Paid-in Capital
 
Treasury Stock
 
Accumulated Other Comprehensive Income (loss)
 
Retained Earnings
 
Stockholders' Equity Attributable to UIHC
 
NCI
 
Total Stockholders’ Equity
 
Number of Shares
 
Dollars
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2016
21,646,614

 
2

 
99,353

 
(431
)
 
822

 
141,581

 
241,327

 

 
241,327

Net income

 

 

 

 

 
(16,856
)
 
(16,856
)
 

 
(16,856
)
Other comprehensive income


 

 

 

 
6,856

 

 
6,856

 

 
6,856

Stock Compensation
138,035

 

 
1,931

 

 

 

 
1,931

 

 
1,931

Issuance of common stock
20,956,355

 
2

 
274,382

 

 

 

 
274,384

 

 
274,384

Cash dividends on common stock

 

 

 

 

 
(6,426
)
 
(6,426
)
 

 
(6,426
)
September 30, 2017
42,741,004

 
$
4

 
$
375,666

 
$
(431
)
 
$
7,678

 
$
118,299

 
$
501,216

 
$

 
$
501,216

 
Common Stock
 
Additional Paid-in Capital
 
Treasury Stock
 
Accumulated Other Comprehensive Income (loss)
 
Retained Earnings
 
Stockholders' Equity Attributable to UIHC
 
NCI
 
Total Stockholders’ Equity
 
Number of Shares
 
Dollars
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
42,753,054

 
4

 
387,145

 
(431
)
 
9,221

 
141,186

 
537,125

 

 
537,125

Net income

 

 

 

 

 
11,361

 
11,361

 
1

 
11,362

Other comprehensive income


 

 

 

 
(22,923
)
 

 
(22,923
)
 

 
(22,923
)
Reclassification due to adoption of ASU 2016-01

 

 

 

 

 
9,338

 
9,338

 

 
9,338

Stock Compensation
157,525

 

 
1,675

 

 

 

 
1,675

 

 
1,675

Cash dividends on common stock

 

 

 

 

 
(7,699
)
 
(7,699
)
 

 
(7,699
)
Net increase due to new subsidiary

 

 

 

 

 

 

 
20,000

 
20,000

September 30, 2018
42,910,579

 
$
4

 
$
388,820

 
$
(431
)
 
$
(13,702
)
 
$
154,186

 
$
528,877

 
$
20,001

 
$
548,878


See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


6

UNITED INSURANCE HOLDINGS CORP.


Condensed Consolidated Statements of Cash Flows (Unaudited)
 
 
Nine Months Ended September 30,
 
 
2018
 
2017
OPERATING ACTIVITIES
 
 
 
 
Net income (loss)
 
$
11,362

 
$
(16,856
)
Adjustments to reconcile net income to net cash used by operating activities:
 
 
 
 
Depreciation and amortization
 
16,192

 
24,206

Bond amortization and accretion
 
3,822

 
3,663

Net realized losses on investments
 
674

 
554

Net unrealized gains on equity securities
 
(5,046
)
 

Provision for uncollectable premiums
 
112

 
205

Deferred income taxes, net
 
3,232

 
380

Stock based compensation
 
1,675

 
1,931

Changes in operating assets and liabilities:
 
 
 
 
Accrued investment income
 
(194
)
 
(183
)
Premiums receivable
 
(3,254
)
 
98

Reinsurance recoverable on paid and unpaid losses
 
(37,780
)
 
(445,090
)
Prepaid reinsurance premiums
 
(118,012
)
 
(130,013
)
Deferred policy acquisition costs, net
 
(1,882
)
 
(35,841
)
Other assets
 
(1,473
)
 
(12,354
)
Unpaid losses and loss adjustment expenses
 
46,610

 
480,777

Unearned premiums
 
87,667

 
76,758

Reinsurance payable
 
148,056

 
119,471

Payments outstanding
 

 
165

Accounts payable and accrued expenses
 
5,506

 
10,492

Other liabilities
 
(44,715
)
 
5,974

Net cash provided by operating activities
 
$
112,552

 
$
84,337

INVESTING ACTIVITIES
 
 
 
 
Proceeds from sales, maturities and repayments of investments
 
176,019

 
106,150

Purchases of investments
 
(276,483
)
 
(136,319
)
Proceeds from acquisition
 

 
95,284

Cost of property, equipment and capitalized software acquired
 
(2,675
)
 
(4,243
)
Net cash provided by (used in) investing activities
 
$
(103,139
)
 
$
60,872

FINANCING ACTIVITIES
 
 
 
 
Investment in subsidiary - NCI
 
20,000

 

Repayments of borrowings
 
(849
)
 
(1,142
)
Payments of debt issuance costs
 
(62
)
 

Dividends
 
(7,699
)
 
(6,426
)
Outstanding checks in excess of funds on deposit
 
9,003

 
(8,061
)
Net cash provided by (used in) financing activities
 
$
20,393

 
$
(15,629
)
Increase in cash, cash equivalents and restricted cash
 
29,806

 
129,580

Cash, cash equivalents and restricted cash at beginning of period
 
276,275

 
150,688

Cash, cash equivalents and restricted cash at end of period
 
$
306,081

 
$
280,268

Supplemental Cash Flows Information
 
 
 
 
Interest paid
 
$
4,990

 
$
2,001

Income taxes paid
 
$
4,673

 
$
4,206

Non-cash transactions
 
 
 
 
Issuance of common stock
 
$

 
$
274,384

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

7

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018


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, four wholly-owned insurance subsidiaries, and one majority-owned insurance subsidiary. Our largest insurance subsidiary is United Property & Casualty Insurance Company (UPC), which was formed in Florida in 1999 and has operated continuously since that time. Our four other insurance subsidiaries are Family Security Insurance Company, Inc. (FSIC), acquired via merger on February 3, 2015, Interboro Insurance Company (IIC), acquired via merger on April 29, 2016, American Coastal Insurance Company (ACIC), acquired via merger on April 3, 2017, and Journey Insurance Company (JIC). See Note 4 in these Notes to Unaudited Condensed Consolidated Financial Statements for additional information regarding acquisitions. JIC was formed in strategic partnership with a subsidiary of Tokio Marine Kiln Group Limited on August 30, 2018. This subsidiary holds a noncontrolling interest in JIC.

Our other subsidiaries include United Insurance Management L.C. (UIM), a managing general agent that manages
substantially all aspects of UPC, FSIC and IIC's business; Skyway Claims Services, LLC, which provides claims adjusting services to UPC, FSIC and IIC; AmCo Holding Company (AmCo) and Family Security Holdings (FSH), which are holding company subsidiaries that consolidate their respective insurance companies; BlueLine Cayman Holdings (BlueLine) which reinsures portfolios of excess and surplus policies; UPC Re which provides a portion of the reinsurance protection purchased by our insurance subsidiaries when needed; and Skyway Reinsurance Services which provides reinsurance brokerage services for our insurance companies.

Our primary product is homeowners' insurance, which we currently offer in 12 states, under authorization from the insurance regulatory authorities in each state. In addition, we write commercial residential insurance in the state of Florida. We are also licensed to write property and casualty insurance in an additional six states; however, we have not commenced writing in these states.

We conduct our operations under one business segment.

(b)Consolidation and Presentation

We prepare our unaudited condensed consolidated interim financial statements in conformity with U.S. generally accepted accounting principles (GAAP). We have condensed or omitted certain information and footnote disclosures normally included in annual consolidated financial statements presented in accordance with GAAP. In management's opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of interim periods. All intercompany balances and transactions have been eliminated. Our unaudited condensed consolidated interim financial statements and footnotes should be read in conjunction with our consolidated financial statements and footnotes in our Annual Report on Form 10-K for the year ended December 31, 2017.

While preparing our unaudited condensed consolidated 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 unaudited condensed consolidated 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, investments and goodwill. Except for the captions on our Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Consolidated Statements of Comprehensive Income, we generally use the term loss(es) to collectively refer to both loss and loss adjustment expenses.

We reclassified certain amounts in the 2017 financial statements to conform to the 2018 presentation. These reclassifications had no impact on our results of operations or stockholders' equity, as previously reported.

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




8

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

2)    SIGNIFICANT ACCOUNTING POLICIES

(a) Changes to Significant Accounting Policies

We have made no changes to our significant accounting policies as reported in our Annual Report on Form 10-K for the year ended December 31, 2017, except as noted below.

(b) Income Taxes

As of September 30, 2018, we have not fully completed our accounting for the tax effects of the enactment of the legislation commonly known as the Tax Cuts and Jobs Act of 2017 (Tax Act) with regards to the deductibility of compensation expense for certain covered executives due to uncertainty surrounding the appropriate tax treatment of outstanding performance-based awards and the grandfather rule for existing executive compensation agreements and the uncertainty surrounding the discount factors to be applied for loss reserve discounting. The U.S. Treasury Department and the Internal Revenue Service has recently issued further clarification and guidance on the deductibility of compensation expense that we are currently reviewing for potential impact on our accounting and disclosures. Interpretive guidance of the Tax Act will be received throughout 2018, and we expect to update our estimates and our disclosure on a quarterly basis as interpretive guidance is received within each quarter that it is received.

(c) Reinsurance

We record provisional ceding commissions that we receive in connection with our reinsurance contracts for the 2018 underwriting year as an offset to deferred acquisition costs to the extent that they relate to compensation for acquisition costs that are incurred that are deferrable. The remaining provisional ceding commissions are recorded as unearned reinsurance commission and are recognized as an offset to other acquisition costs based in proportion to the premiums earned or coverage provided by the reinsurance contracts.

(d) Recently Adopted Accounting Pronouncements

In May 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting (ASU 2017-09). This standard provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, with early adoption permitted for certain requirements. We did not early adopt and the new guidance did not impact the way in which we account for share-based payment transactions. Therefore, the adoption as of January 1, 2018 had no impact on our results of operations.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18). This standard provides guidance on the presentation of restricted cash in the statement of cash flows. We are required to explain the changes during a reporting period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents in the statement of cash flows. We retrospectively adopted this standard on April 1, 2018. The adoption of this new accounting standard impacted the presentation of our Unaudited Condensed Consolidated Statement of Cash Flows but had no effect on our results of operations. The restricted cash on our Condensed Consolidated Balance Sheets at September 30, 2018 and December 31, 2017 represents cash that is held in trust for assumed business and cash held in deposit accounts to satisfy state statutory deposit requirements.

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01). This update substantially revises standards for the recognition, measurement and presentation of financial instruments. This standard revised our accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amended certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, with early adoption permitted for certain requirements. We adopted this standard as of January 1, 2018, which resulted in a reclassification of a $9,338,000 gain, net of tax, on equity securities from accumulated other comprehensive income to retained earnings on our condensed consolidated financial statements. Refer to Note 14 in these Notes to Unaudited Condensed Consolidated Financial Statements for a reconciliation.


9

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09). Insurance contracts are excluded from the scope of this standard. Under the standard, guidance is provided on revenue recognition for entities that enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of nonfinancial assets. The transaction price is attributed to underlying performance obligations in the contract and revenue is recognized as the entity satisfies the performance obligation and transfers control of the good or service to the customer. ASU 2014-09 is effective beginning in the first quarter of 2018. We adopted this standard as of January 1, 2018. The adoption of this new accounting standard did not have an impact on our condensed consolidated financial statements and related disclosures.

(e) 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 August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). This update modifies the existing disclosure requirements on fair value measurements in Topic 820 by changing requirements regarding Level 1, Level 2 and Level 3 investments. ASU 2018-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual periods, with early adoption permitted. Entities are permitted to early adopt any removed or modified disclosures of ASU 2018-13 immediately and delay the adoption of the additional disclosures until their effective date. We have early adopted the guidance on removed and modified disclosures. We do not intend to early adopt the additional disclosures and are assessing the impact of retrospectively adopting the additions from this new accounting standard on our fair value disclosures.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). This update simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. ASU 2017-07 is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods, with early adoption permitted for certain requirements. We do not intend to early adopt and are assessing the impact of prospectively adopting this new accounting standard on our condensed consolidated financial statements and related disclosures. Any impact of the standard on our condensed consolidated financial statements and related disclosures will be dependent on market conditions of the reporting units at the time of adoption.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). This update is intended to replace existing lease guidance by requiring a lessee to recognize substantially all leases (whether operating or finance leases) on the balance sheet as a right-of-use asset and an associated lease liability. Short-term leases of 12 months or less are excluded from this amendment. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We do not intend to early adopt and are assessing the impact of adopting this new accounting standard on our condensed consolidated financial statements and related disclosures using a modified retrospective approach upon adoption. We are currently quantifying the expected recognition on our balance sheet for a right to use asset and a lease liability as required by this standard.

10

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

3)    INVESTMENTS

The following table details fixed maturity available-for-sale and equity securities, by major investment category, at September 30, 2018 and December 31, 2017:
 
Cost or Adjusted/Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
September 30, 2018
 
 
 
 
 
 
 
U.S. government and agency securities
$
104,822

 
$

 
$
2,093

 
$
102,729

Foreign government
2,998

 

 
32

 
2,966

States, municipalities and political subdivisions
154,195

 
389

 
2,718

 
151,866

Public utilities
24,898

 
19

 
775

 
24,142

Corporate securities
296,009

 
197

 
6,610

 
289,596

Mortgage-backed securities
211,288

 

 
6,298

 
204,990

Asset backed securities
59,145

 
5

 
252

 
58,898

Redeemable preferred stocks
1,285

 
3

 
85

 
1,203

Total fixed maturities
$
854,640

 
$
613

 
$
18,863

 
$
836,390

 
 
 
 
 
 
 
 
Mutual funds
$
44,589

 
$
6,506

 
$

 
$
51,095

Public utilities
2,045

 
331

 
19

 
2,357

Other common stocks
27,016

 
10,893

 
341

 
37,568

Non-redeemable preferred stocks
2,098

 
8

 
34

 
2,072

Total equity securities
$
75,748

 
$
17,738

 
$
394

 
$
93,092

 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
U.S. government and agency securities
$
93,827

 
$
40

 
$
1,241

 
$
92,626

Foreign government
2,022

 
14

 

 
2,036

States, municipalities and political subdivisions
200,706

 
1,929

 
1,123

 
201,512

Public utilities
20,215

 
127

 
85

 
20,257

Corporate securities
287,025

 
1,746

 
1,209

 
287,562

Mortgage-backed securities
143,982

 
235

 
952

 
143,265

Asset-backed securities
14,902

 
23

 
20

 
14,905

Redeemable preferred stocks
755

 
11

 
74

 
692

Total fixed maturities
$
763,434

 
$
4,125

 
$
4,704

 
$
762,855

 
 
 
 
 
 
 
 
Mutual fund
$
29,079

 
$
2,845

 
$

 
$
31,924

Public utilities
1,343

 
359

 

 
1,702

Other common stocks
18,856

 
9,093

 
47

 
27,902

Non-redeemable preferred stocks
1,718

 
53

 
4

 
1,767

Total equity securities
$
50,996

 
$
12,350

 
$
51

 
$
63,295


11

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

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 months ended September 30, 2018 and 2017:

 
2018
 
2017
 
Gains
(Losses)
 
Fair Value at Sale
 
Gains
(Losses)
 
Fair Value at Sale
Three Months Ended September 30,
 
 
 
 
 
 
 
Fixed maturities
$
12

 
$
4,864

 
$
123

 
$
11,368

Equity securities
8

 
411

 
1

 
156

Total realized gains
20

 
5,275

 
124

 
11,524

Fixed maturities
(441
)
 
46,268

 
(195
)
 
10,517

Equity securities
(26
)
 
387

 

 

Total realized losses
(467
)
 
46,655

 
(195
)
 
10,517

Net realized investment gains (losses)
$
(447
)
 
$
51,930

 
$
(71
)
 
$
22,041

 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
 
 
 
 
 
 
Fixed maturities
$
68

 
$
11,745

 
$
263

 
$
30,264

Equity securities
517

 
1,593

 
8

 
175

Total realized gains
585

 
13,338

 
271

 
30,439

Fixed maturities
(1,233
)
 
116,587

 
(815
)
 
47,913

Equity securities
(26
)
 
387

 
(10
)
 
100

Total realized losses
(1,259
)
 
116,974

 
(825
)
 
48,013

Net realized investment gains (losses)
$
(674
)
 
$
130,312

 
$
(554
)
 
$
78,452


The table below summarizes our fixed maturities at September 30, 2018 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 maturities of those obligations.

 
September 30, 2018
 
Cost or Amortized Cost
 
Percent of Total
 
Fair Value
 
Percent of Total
Due in one year or less
$
70,131

 
8.2
%
 
$
69,785

 
8.3
%
Due after one year through five years
337,014

 
39.4
%
 
331,204

 
39.6
%
Due after five years through ten years
164,523

 
19.3
%
 
159,481

 
19.1
%
Due after ten years
12,539

 
1.5
%
 
12,032

 
1.4
%
Asset and mortgage backed securities
270,433

 
31.6
%
 
263,888

 
31.6
%
Total
$
854,640

 
100.0
%
 
$
836,390

 
100.0
%


12

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

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

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Fixed maturities
$
5,725

 
$
4,111

 
$
15,929

 
$
10,696

Equity securities
525

 
375

 
1,455

 
940

Cash and cash equivalents
588

 
285

 
1,427

 
445

Other investments
41

 
124

 
830

 
385

Other assets
9

 
6

 
24

 
23

Investment income
6,888

 
4,901

 
19,665

 
12,489

Investment expenses
(267
)
 
(213
)
 
(756
)
 
(482
)
Net investment income
$
6,621

 
$
4,688

 
$
18,909

 
$
12,007


Portfolio monitoring

We have a comprehensive portfolio monitoring process to identify and evaluate each fixed income 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 needs, contractual or regulatory requirements, 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 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.

Our portfolio monitoring process includes a quarterly review of all fixed-income securities to identify instances where the fair value of a security compared to its cost or amortized cost 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 information relevant to the collectability or recovery of the security that is reasonably available. Inherent in our evaluation of other-than-temporary impairment for these fixed income 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.

13

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

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(1)
 
Gross Unrealized Losses
 
Fair Value
 
Number of Securities(1)
 
Gross Unrealized Losses
 
Fair Value
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency securities
83

 
$
580

 
$
48,600

 
56

 
$
1,513

 
$
54,114

Foreign governments
5

 
32

 
2,966

 

 

 

States, municipalities and political subdivisions
132

 
1,742

 
103,690

 
43

 
976

 
30,133

Public utilities
41

 
672

 
19,812

 
6

 
103

 
1,976

Corporate securities
481

 
4,752

 
217,405

 
90

 
1,858

 
49,688

Mortgage-backed securities
180

 
4,683

 
173,692

 
89

 
1,615

 
29,984

Asset backed securities
83

 
250

 
51,428

 
7

 
2

 
1,362

Redeemable preferred stocks
8

 
25

 
749

 
2

 
60

 
200

Total fixed maturities
1,013

 
12,736

 
618,342

 
293

 
6,127

 
167,457

Mutual Fund
1

 

 
56

 

 

 

Public utilities
8

 
19

 
672

 

 

 

Other common stocks
70

 
305

 
4,103

 
1

 
36

 
91

Non-redeemable preferred stocks
18

 
32

 
1,506

 
3

 
2

 
19

Total equity securities
97

 
356

 
6,337

 
4

 
38

 
110

Total
1,110

 
$
13,092

 
$
624,679

 
297

 
$
6,165

 
$
167,567

 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency securities
40

 
$
166

 
$
26,979

 
73

 
$
1,075

 
$
58,980

States, municipalities and political subdivisions
106

 
734

 
91,245

 
31

 
389

 
19,718

Public utilities
16

 
44

 
7,052

 
5

 
41

 
1,016

Corporate securities
263

 
871

 
134,755

 
52

 
338

 
16,476

Mortgage-backed securities
89

 
475

 
76,349

 
50

 
477

 
15,210

Asset-backed securities
18

 
20

 
11,682

 

 

 

Redeemable preferred stocks

 

 

 
3

 
74

 
303

Total fixed maturities
532

 
2,310

 
348,062

 
214

 
2,394

 
111,703

Mutual Funds
1

 

 
131

 

 

 

Other common stocks
5

 
47

 
748

 

 

 

Non-redeemable preferred stocks
4

 
4

 
87

 

 

 

Total equity securities
10

 
51

 
966

 

 

 

Total
542

 
$
2,361

 
$
349,028

 
214

 
$
2,394

 
$
111,703

(1) This amount represents the actual number of discrete securities, not the number of shares or units 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 fixed-income 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. Due to the adoption of ASU 2016-01 as of January 1, 2018, equity securities are reported at fair value with changes in fair value recognized in valuation of equity investments and are no longer included in impairment write-downs, change in intent write-downs and sales. During the three and nine months ended September 30, 2018 and 2017, we recorded no other-than-temporary impairment charges.

14

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

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 our Unaudited Condensed 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 American. 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, 2018 and December 31, 2017. Changes in interest rates subsequent to September 30, 2018 may affect the fair value of our investments.

The fair value of 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 method is primarily based on models using our share of the net asset value of the limited partnership interests as provided on the financial statements of the investee. In certain circumstances, management may adjust the net asset value when it has sufficient evidence to support applying such adjustments.

Any change in the estimated fair value of our fixed-income 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 Condensed Consolidated Balance Sheet as of September 30, 2018.








15

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

The following table presents the fair value of our financial instruments measured on a recurring basis by level at September 30, 2018 and December 31, 2017:

 
Total
 
Level 1
 
Level 2
 
Level 3
September 30, 2018
 
 
 
 
 
 
 
U.S. government and agency securities
$
102,729

 
$

 
$
102,729

 
$

Foreign government
2,966

 

 
2,966

 

States, municipalities and political subdivisions
151,866

 

 
151,866

 

Public utilities
24,142

 

 
24,142

 

Corporate securities
289,596

 

 
289,596

 

Mortgage-backed securities
204,990

 

 
204,990

 

Asset-backed securities
58,898

 

 
58,898

 

Redeemable preferred stocks
1,203

 
821

 
382

 

Total fixed maturities
836,390

 
821

 
835,569

 

Mutual funds
51,095

 
51,095

 

 

Public utilities
2,357

 
2,357

 

 

Other common stocks
37,568

 
37,568

 

 

Non-redeemable preferred stocks
2,072

 
2,072

 

 

Total equity securities
93,092

 
93,092

 

 

Other long-term investments
8,330

 
300

 
2,173

 
5,857

Total investments
$
937,812

 
$
94,213

 
$
837,742

 
$
5,857

 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
U.S. government and agency securities
$
92,626

 
$

 
$
92,626

 
$

Foreign government
2,036

 

 
2,036

 

States, municipalities and political subdivisions
201,512

 

 
201,512

 

Public utilities
20,257

 

 
20,257

 

Corporate securities
287,562

 

 
287,562

 

Mortgage-backed securities
143,265

 

 
143,265

 

Asset-backed securities
14,905

 

 
14,905

 

Redeemable preferred stocks
692

 
692

 

 

Total fixed maturities
762,855

 
692

 
762,163

 

Mutual Funds
31,924

 
31,924

 

 

Public utilities
1,702

 
1,702

 

 

Other common stocks
27,902

 
27,902

 

 

Non-redeemable preferred stocks
1,767

 
1,767

 

 

Total equity securities
63,295

 
63,295

 

 

Other long-term investments
8,381

 
300

 
7,447

 
634

Total investments
$
834,531

 
$
64,287

 
$
769,610

 
$
634



The carrying amounts for the following financial instrument categories approximate their fair values at September 30, 2018 and December 31, 2017, because of their short-term nature: cash and cash equivalents, accrued investment income, premiums receivable, reinsurance recoverable, reinsurance payable, other assets, and other liabilities. The carrying amount of the notes payable to the Florida State Board of Administration, the Branch Banking & Trust Corporation (BB&T) and our senior notes approximate fair value as the interest rates and terms are variable.





16

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

The table below presents the rollforward of our Level 3 investments held at fair value during the nine months ended September 30, 2018:
 
 
Other Investments
December 31, 2017
 
$
634

Transfers in
 
5,507

Partnership income
 
261

Return of capital
 
(482
)
Unrealized gains in accumulated other comprehensive income
 
(63
)
September 30, 2018
 
$
5,857



We are responsible for the determination of fair value and the supporting assumptions and methodologies. We have implemented a system of 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 quarter ended September 30, 2018, we transferred two investments from Level 2 to Level 3 investments, due to changes in the availability of market observable inputs. 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 our investment custodians, which use 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, and 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 its calculations are not quoted prices in active markets, but are observable inputs, they represent Level 2 inputs.


17

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

Other investments

We acquired investments in limited partnerships, recorded in the other investments line of our Unaudited Condensed Consolidated Balance Sheets and these investments are currently being accounted for at fair value utilizing a net asset value per share equivalent methodology. The estimated fair value of our investments in the limited partnership interests at September 30, 2018 was $8,029,000. We have fully funded two investments and are still obligated to fund an additional $2,708,000 for the remaining four investments.

The information presented in the table below is as of September 30, 2018:

 
 
Book Value
 
Unrealized Gain
 
Unrealized Loss
 
Fair Value
Limited partnership investments
 
$
7,769

 
$
260

 
$

 
$
8,029

Certificates of deposit
 
300

 

 

 
300

Total other investments
 
$
8,069

 
$
260

 
$

 
$
8,329



Portfolio loans

At December 31, 2017, we held commercial portfolio loans of $20,000,000. We believe that making sound loans is a necessary and desirable means of employing funds available for investment. Recognizing our obligation to our stockholders, management is expected to seek to develop and make sound, profitable loans that resources permit and that opportunity affords. These were short-term collateralized loans (less than one year), which were repaid in full in April 2018, primarily from cash flows of the borrowers.

4)
ACQUISITIONS

We account for business acquisitions in accordance with 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. Measurement period adjustments to provisional purchase price allocations are recognized in the period in which they are determined as if the accounting had been completed on the acquisition date.

On April 3, 2017, we completed our acquisition of AmCo and its subsidiaries. The transaction was completed through a series of mergers that ultimately resulted in the Company issuing 20,956,355 shares of its common stock as consideration to the equity holders of RDX Holding, LLC, the former parent company of AmCo. As a result of the mergers, AmCo merged with and into a wholly-owned subsidiary of the Company. The acquisition of AmCo supported our growth strategy and further strengthened our overall position in the commercial property and casualty insurance market. Goodwill recorded in the transaction, which reflected the synergies expected from the acquisition and enhanced reinsurance opportunities, is not tax deductible.

The operations of AmCo are included in our Unaudited Condensed Consolidated Statements of Comprehensive Income effective April 3, 2017. The final purchase price allocation is as follows:


18

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

Cash and cash equivalents
$
95,284

Investments
222,920

Premium and agents' receivable
31,439

Reinsurance recoverable
20,230

Prepaid reinsurance premiums
22,544

Intangible assets
30,286

Insurance contract asset
33,812

Goodwill
59,475

Other assets
4,591

Unpaid losses and loss adjustment expenses
(60,529
)
Unearned premiums
(128,824
)
Reinsurance payable
(22,406
)
Deferred taxes
(17,093
)
Other liabilities
(6,261
)
Total purchase price
$
285,468


The unaudited pro forma financial information below has been prepared as if the acquisition of AmCo had taken place on January 1, 2017. The unaudited pro forma financial information is not necessarily indicative of the results that we would have achieved had the transaction taken place on January 1, 2017, and the unaudited pro forma information does not purport to be indicative of future financial operating results.

 
Nine Months Ended September 30,
 
2017
 
As
 
Pro Forma
 
 
 
Reported
 
Adjustments
 
Pro Forma
Revenues
$
471,834

 
$
38,096

 
$
509,930

Net income (loss)
(16,856
)
 
6,712

 
(10,144
)
Diluted earnings per share
(0.47
)
 

 
(0.24
)

The following table summarizes the results of the acquired AmCo operations since the acquisition date that have been included within our unaudited condensed consolidated statements of comprehensive income:

 
January 1, 2018 to September 30, 2018
 
April 3, 2017 to September 30, 2017
Revenues
$
146,301

 
$
93,269

Net income
25,605

 
1,122


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 the 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, 2018 and 2017, respectively:


19

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2018
 
2017
 
2018
 
2017
Numerator:
 
 
 
 
 
 
 
 
Net income attributable to UIHC common stockholders
 
$
(11,708
)
 
$
(28,012
)
 
$
11,361

 
$
(16,856
)
 
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
 
Weighted-average shares outstanding
 
42,677,893

 
42,524,400

 
42,636,515

 
35,341,994

Effect of dilutive securities
 

 
216,604

 
154,693

 
221,038

Weighted-average diluted shares
 
42,677,893

 
42,741,004

 
42,791,208

 
35,563,032

 
 
 
 
 
 
 
 
 
Earnings available to UIHC common shareholders per share
 
 
 
 
 
 
 
 
Basic
 
$
(0.27
)
 
$
(0.66
)
 
$
0.27

 
$
(0.48
)
Diluted
 
$
(0.27
)
 
$
(0.66
)
 
$
0.27

 
$
(0.47
)

See Note 16 of these Notes to Unaudited Condensed Consolidated Financial Statements for additional information on the stock grants related to dilutive securities.

6)    PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:
 
 
September 30,
2018
 
December 31,
2017
Land
 
$
2,114

 
$
2,114

Building and building improvements
 
6,553

 
5,695

Computer hardware and software
 
16,980

 
18,985

Office furniture and equipment
 
3,024

 
3,413

Leasehold improvements
 
20

 

Total, at cost
 
28,691

 
30,207

Less: accumulated depreciation and amortization
 
(12,108
)
 
(12,916
)
Property and equipment, net
 
$
16,583

 
$
17,291


Depreciation and amortization expense under property and equipment was $1,819,000 and $723,000 for the three months ended September 30, 2018 and 2017, respectively, and $3,382,000 and $2,759,000 for the nine months ended September 30, 2018 and 2017, respectively.

7) GOODWILL AND INTANGIBLE ASSETS

Goodwill

The carrying amount of goodwill, both at September 30, 2018 and December 31, 2017, was $73,045,000. There was no goodwill acquired or disposed of during the three month or nine month periods ended September 30, 2018.

Using a qualitative assessment, we completed our most recent goodwill impairment testing during the fourth quarter of 2017 and determined that there was no impairment in the value of the asset as of December 31, 2017. No impairment loss in the value of goodwill was recognized during the nine months ended September 30, 2018. Additionally, there was no accumulated impairment or accumulated amortization related to goodwill at September 30, 2018 or December 31, 2017.





20

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018



Intangible Assets

The following is a summary of intangible assets excluding goodwill recorded as intangible assets on our Unaudited Condensed Consolidated Balance Sheets:
 
 
September 30, 2018
 
December 31, 2017
Intangible assets subject to amortization
 
$
29,160

 
$
41,715

Indefinite-lived intangible assets(1)
 
3,556

 
3,556

Total
 
$
32,716

 
$
45,271

(1) Indefinite-lived intangible assets are comprised of state insurance and agent licenses, as well as perpetual software licenses.

Intangible assets subject to amortization consisted of the following:
 
 
Weighted-average remaining amortization period (in years)
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
September 30, 2018
 
 
 
 
 
 
 
 
Value of business acquired
 
 
$
42,788

 
$
(42,788
)
 
$

Agency agreements acquired
 
7.5
 
34,661

 
(10,040
)
 
24,621

Trade names acquired
 
5.4
 
6,381

 
(1,842
)
 
4,539

Total
 
 
 
$
83,830

 
$
(54,670
)
 
$
29,160

 
 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
 
Value of business acquired
 
0.3
 
$
42,788

 
$
(34,335
)
 
$
8,453

Agency agreements acquired
 
8.0
 
34,661

 
(6,669
)
 
27,992

Trade names acquired
 
6.0
 
6,381

 
(1,111
)
 
5,270

Total
 
 
 
$
83,830

 
$
(42,115
)
 
$
41,715


No impairment in the value of amortizing or non-amortizing intangible assets was recognized during the three and nine months ended September 30, 2018 and 2017.

Amortization expense of our intangible assets was $1,365,000 and $9,839,000 for the three months ended September 30, 2018 and 2017, respectively. Amortization expense of our intangible assets was $12,555,000 and $21,361,000 for the nine months ended September 30, 2018 and 2017, respectively.

Estimated amortization expense of our intangible assets to be recognized by the Company over the next five years is as follows:
Year ending December 31,
 
Estimated Amortization Expense
Remaining 2018
 
$
1,365

2019
 
5,355

2020
 
4,267

2021
 
3,555

2022
 
3,246

2023
 
3,246


21

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

8)    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 catastrophes). 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 stockholders an acceptable return on the risks assumed in our property business, and to reduce variability of earnings, while providing protection to our policyholders.

Effective June 1, 2018, UPC Insurance, through our wholly-owned insurance subsidiaries ACIC, UPC, FSIC, IIC and BlueLine, entered into reinsurance agreements with private reinsurers and with the Florida State Board of Administration, which administers the Florida Hurricane Catastrophe Fund (FHCF). These agreements provide coverage for catastrophe losses from named or numbered windstorms and earthquakes in all states in which UPC Insurance operates except for the agreement with FHCF, which only provides coverage in Florida against storms that the National Hurricane Center designates as hurricanes.

Highlights of the coverage within these contracts include:
Increased frequency and severity protection, with an overall program exhaustion point excess of $3,100,000,000;
Sufficient coverage for approximately a single 1-in-400 year event;
Sufficient coverage for a 1-in-100 year event followed by a 1-in-50 year event in the same season;
Lower per occurrence retention levels which include all BlueLine business;
First event retention of $60,000,000 in Florida and $25,000,000 outside of Florida which, as a percentage of the group equity, represents approximately 11% and 4.6%, respectively;
$25,000,000 for second event in all states;
Successful completion of Armor Re II CAT Bond providing $100,000,000 of limit on a multi-year basis;
Coverage from 41 reinsurers with 93% of the open market limit placed on a fully collateralized basis or with reinsurers having an A+ or better A.M. Best financial strength rating; and
Up to $262,500,000 of multi-year limit including the CAT Bond limit.

For the FHCF reimbursement contracts effective June 1, 2018, UPC Insurance has elected a 45% coverage for all its insurance subsidiaries with Florida exposure. We estimate the total mandatory FHCF layer will provide approximately $907,000,000 of aggregate coverage with varying retentions and limits among the three FHCF contracts that all inure to the benefit of the open market coverage secured from private reinsurers.

The $2,185,000,000 of aggregate open market catastrophe reinsurance coverage is structured into multiple layers with a cascading feature that all layers drop down as layers below them are exhausted. Any remaining unused layer protection drops down for subsequent events until exhausted, ensuring there are no potential gaps in coverage up to the $3,100,000,000 program exhaustion point.

Effective January 1, 2018, UPC Insurance, through its wholly-owned insurance subsidiaries UPC, ACIC, IIC and FSIC, renewed the aggregate excess of loss agreement with a private reinsurer. The treaty provides coverage for all catastrophe perils other than hurricanes, tropical storms, tropical depressions and earthquakes. Under this agreement, we will retain, in the aggregate, 100% of those losses up to 4.75% of the covered companies’ gross earned premium. The reinsurer will then be liable for all losses in excess of 4.75% of the covered companies’ gross earned premium in the aggregate not to exceed $20,000,000 over the term of the treaty. Recoveries under this treaty will be calculated quarterly based on the cumulative gross earned premium. We ceded $20,000,000 of catastrophe losses to this treaty for the nine months ended September 30, 2018. Reinsurance recoveries under this agreement may change in future periods as the cumulative subject gross earned premiums and eligible gross catastrophe losses incurred are recognized in subsequent calendar quarters during 2018 in accordance with the terms of the agreement. No allowance has been recorded against the $20,000,000 reinsurance recoverable at September 30, 2018 since future catastrophe losses are inherently unpredictable and cannot be reasonably estimated.

Effective December 31, 2017, UPC Insurance, through our wholly-owned insurance subsidiary UPC, replaced its quota share agreement with private reinsurers. The quota share agreement has a term of 12 months and a cession rate of 20% for all

22

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

subject business. The quota share agreement provides coverage for all catastrophe perils and attritional losses. For all catastrophe perils, the quota share agreement provides ground-up protection effectively reducing our retention for catastrophe losses. Quota share reinsurers’ participation in paying attritional losses is subject to an attritional loss ratio cap.

We amortize our prepaid reinsurance premiums over the annual agreement period, and we record that amortization in ceded premiums earned on our Unaudited Condensed 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,
 
2018
 
2017
 
2018
 
2017
Quota share
$
(24,852
)
 
$
(24,768
)
 
$
(72,824
)
 
$
(71,549
)
Excess-of-loss
(28,450
)
 
(3,538
)
 
(392,541
)
 
(329,224
)
Equipment & identity theft
(2,375
)
 
(2,606
)
 
(7,126
)
 
(7,275
)
Flood
(5,897
)
 
(5,559
)
 
(15,136
)
 
(14,319
)
Ceded premiums written
$
(61,574
)
 
$
(36,471
)
 
$
(487,627
)
 
$
(422,367
)
Increase (decrease) in ceded unearned premiums
(71,052
)
 
(79,036
)
 
122,616

 
130,012

Ceded premiums earned
$
(132,626
)
 
$
(115,507
)
 
$
(365,011
)
 
$
(292,355
)

Current year catastrophe losses disaggregated between named and numbered storms and all other catastrophe loss events are shown in the following table:
 
 
2018
 
2017
 
 
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
 
 
 
 
 
 
 
 
 
 
 
 
Named and numbered storms
 
3

 
$
25,019

 
14.6
%
 
4

 
$
83,460

 
54.7
 %
All other catastrophe loss events
 
6

 
9,574

 
5.6
%
 
15

 
(845
)
 
(0.6
)%
Total
 
9

 
$
34,593

 
20.2
%
 
19

 
$
82,615

 
54.1
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
 
 
 
 
 
 
 
 
 
 
 
Current period catastrophe losses incurred
 
 
 
 
 
 
 
 
 
 
 
 
Named and numbered storms
 
4

 
$
26,233

 
5.2
%
 
4

 
$
83,724

 
20.0
 %
All other catastrophe loss events
 
22

 
32,017

 
6.3
%
 
15

 
31,301

 
7.5
 %
Total
 
26

 
$
58,250

 
11.5
%
 
19

 
$
115,025

 
27.5
 %
(1) Incurred loss and LAE (as defined below) is equal to losses and LAE paid plus the change in case and incurred but not reported reserves. Shown net of losses ceded to reinsurers. Incurred loss and LAE and number of events includes the development on storms during the year in which it occurred.

We collected cash recoveries under our reinsurance agreements totaling $66,278,000 and $20,419,000 for the three-month periods ended September 30, 2018 and 2017, respectively, and $340,316,000 and $40,984,000 for the nine-month periods ended September 30, 2018 and 2017, respectively.
 
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 $408,000 and $308,000 for the three-month periods ended September 30, 2018 and 2017, respectively, and $1,194,000 and $905,000 for the nine-month periods ended September 30, 2018 and 2017, respectively.


23

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

9) LIABILITY FOR UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSE (LAE)
We determine the reserve for unpaid losses on an individual case basis for all incidents reported. The liability also includes amounts for incurred but not reported (IBNR) claims as of the balance sheet date.
The table below shows the analysis of our reserve for unpaid losses for the nine months ended September 30, 2018 and 2017 on a GAAP basis:
 
September 30,
 
2018
 
2017
Balance at January 1
$
482,232

 
$
140,855

Less: reinsurance recoverable on unpaid losses
305,673

 
18,724

Net balance at January 1
$
176,559

 
$
122,131

 
 
 
 
Acquisition of AmCo reserves (net of reinsurance recoverables of $19,945)

 
40,583

 
 
 
 
Incurred related to:
 
 
 
Current year
290,600

 
296,217

Prior years
(4,207
)
 
(2,819
)
Total incurred
$
286,393

 
$
293,398

Paid related to:
 
 
 
Current year
163,589

 
160,952

Prior years
102,750

 
84,497

Total paid
$
266,339

 
$
245,449

 
 
 
 
Net balance at September 30
$
196,613

 
$
210,663

Plus: reinsurance recoverable on unpaid losses
332,229

 
471,498

Balance at September 30
$
528,842

 
$
682,161

 
 
 
 
Composition of reserve for unpaid losses and LAE:

 
 
 
     Case reserves
$
259,678

 
$
289,938

     IBNR reserves
269,164

 
392,223

Balance at September 30
$
528,842

 
$
682,161


Based upon our internal analysis and our review of the statement of actuarial opinion provided by our actuarial consultants, we believe that the reserve for unpaid losses reasonably represents the amount necessary to pay all claims and related expenses which may arise from incidents that have occurred as of the balance sheet date.
As reflected by our losses incurred related to prior years, the favorable development experienced at September 30, 2018 and 2017, respectively, was primarily the result of the incurrence of fewer losses than expected, as compared to those same periods in the 2017 and 2016 accident years, respectively.

10)    LONG-TERM DEBT

Long-Term Debt

The table below presents all long-term debt outstanding as of September 30, 2018 and December 31, 2017:


24

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

 
 
 
Effective Interest Rate
 
Carrying Value at
 
Maturity
 
 
September 30, 2018
 
December 31, 2017
$150M Senior Notes Payable
December 15, 2027
 
6.25%
 
$
150,000

 
$
150,000

Florida State Board of Administration Note Payable
July 1, 2026
 
2.84%
 
9,412

 
10,000

BB&T Term Note Payable
May 26, 2031
 
3.75%
 
4,391

 
4,651

Total long-term debt
 
 
 
 
$
163,803

 
$
164,651


$150M Senior Notes Payable

On December 13, 2017, we issued $150,000,000 of senior notes (the $150M senior notes) that will mature in 10 years and bear interest at a rate equal to 6.25% per annum payable semi-annually on each June 15 and December 15, commencing June 15, 2018. The $150M senior notes are senior unsecured obligations of the Company. We may redeem the $150M senior notes at our option, at any time and from time to time in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the date of redemption to September 15, 2027. On or after that date, we may redeem the $150M senior notes at par.

Florida State Board of Administration Note Payable

On September 22, 2006, we issued a $20,000,000, 20-year note payable to the Florida State Board of Administration (the SBA note). For the first three years of the SBA note we were required to pay interest only. On October 1, 2009, we began to repay the principal in addition to interest. The note bears an annual interest rate equivalent to the 10-year U.S. Treasury Bond rate. The rate will be adjusted quarterly for the term of the SBA note based on the 10-year Constant Maturity Treasury rate.

BB&T Term Note Payable

On May 26, 2016, we issued a $5,200,000, 15-year term note payable to BB&T (the BB&T note) with the intent to use the funds to purchase, renovate, furnish and equip our home office. The note bears interest at 1.65% in excess of the one-month LIBOR. In the event of default, BB&T may, among other things, declare its loan immediately due and payable, require us to pledge additional collateral to the bank, and take possession of and foreclose upon our home office, which has been pledged to the bank as security for the loan.

Financial Covenants

The $150M senior notes, SBA note and BB&T note contain representations and warranties, conditions and covenants. If these requirements are not met, all amounts outstanding or otherwise owed could become due and payable immediately and other limitations could be placed on our ability to use any available borrowing capacity. At September 30, 2018, we were in compliance with all covenants as specified in the $150M senior notes, SBA note and BB&T note. Refer to Part I; Item 2 for additional information regarding our financial covenants.

Debt Issuance Costs

The table below presents the rollforward of our debt issuance costs paid, in conjunction with the debt instruments described above, during the nine months ended September 30, 2018 and 2017:
 
2018
 
2017
Balance at January 1,
$
3,287

 
$
549

Additions
63

 

Amortization
(255
)
 
(86
)
Balance at September 30,
$
3,095

 
$
463






25

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

11)    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 LAE 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) 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.

At September 30, 2018, we were not involved in any material non-claims-related legal actions.

See Note 10 of these Notes to Unaudited Condensed Consolidated Financial Statements for information regarding commitments related to long-term debt, and Note 12 of these Notes to Unaudited Condensed Consolidated Financial Statements for information regarding commitments related to regulatory actions.

12)    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 subsidiaries. The various laws and regulations require that insurers maintain minimum amounts of statutory surplus and risk-based capital, restrict insurers' ability to pay dividends, specify allowable investment types and investment mixes, and subject insurers to assessments. Our insurance subsidiaries, UPC, ACIC and JIC are domiciled in Florida, while FSIC and IIC are domiciled in Hawaii and New York, respectively. At September 30, 2018, and during the three and nine months then ended, our insurance subsidiaries met all regulatory requirements of the states in which they operate. In March 2018, we received a recoupable assessment for $570,000 from the Texas Fair Plan Association.
In September 2018, we received an assessment for $894,000 from North Carolina Joint Underwriting Association. We did not receive any additional significant assessments from regulatory authorities in the states in which our insurance subsidiaries operate.

The National Association of Insurance Commissioners (NAIC) has 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 policyholders. Most states, including Florida, Hawaii and New York, 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, Hawaii and New York 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 RBC requirements may further restrict our insurance subsidiaries' ability to pay dividends or make distributions if the amount of the intended dividend or distribution would cause statutory surplus to fall below minimum RBC requirements.

The SBA note is considered a surplus note pursuant to statutory accounting principles. As a result, UPC 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 SBA note. Any payment of principal or interest requires permission from the insurance regulatory authority.

We have reported our insurance subsidiaries' 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.

26

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018


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 NAIC, while they are recorded at fair value for GAAP because the investments are held as available for sale.

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 that a provision for reinsurance liability be established for reinsurance recoverable on paid losses aged over 90 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 subsidiary'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 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 subsidiaries must each file with the various insurance regulatory authorities an “Annual Statement” which reports, among other items, statutory net income (loss) and surplus as regards policyholders, which is called stockholders' equity under GAAP. For the three and nine months ended September 30, 2018, our combined recorded statutory net loss was $13,134,000 and net income was $8,342,000, respectively. For the three and nine months ended September 30, 2017, our combined recorded statutory net loss was $24,828,000 and $20,238,000, respectively.

Our insurance subsidiaries must maintain capital and surplus ratios or balances as determined by the regulatory authority of the states in which they are domiciled. At September 30, 2018, we have met these requirements. The amount of surplus as regards policyholders for our regulated entities at September 30, 2018 and December 31, 2017, was $483,828,000 and $389,384,000, respectively.

13)    RELATED PARTY TRANSACTIONS
 
Groelle & Salmon, PA

One of our former executive officers who acted as an executive officer during the period covered by this Form 10-Q, 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 in 2014. During the three months ended September 30, 2018 and 2017, Groelle & Salmon, PA billed us approximately $982,000 and $871,000, respectively. During the nine months ended September 30, 2018 and 2017, Groelle & Salmon, PA billed us approximately $2,407,000 and $2,513,000, respectively. Ms. Salmon's spouse has a 50% interest in these billings, or approximately $491,000 and $436,000, for the three months ended September 30, 2018 and 2017, respectively, and approximately $1,204,000 and $1,257,000, for the nine months ended September 30, 2018 and 2017, respectively. Effective September 7, 2018, Ms. Salmon stepped down from her role at UPC Insurance.

AmRisc, LLC

AmRisc, a managing general agent, handles the underwriting, claims processing, premium collection and reinsurance review for AmCo. R. Daniel Peed, Vice Chairman of our Board of Directors (Board), beneficially owns approximately 7.7% of AmRisc and is also the Chief Executive Officer of AmRisc.
In accordance with the managing general agent underwriting contract with AmRisc, we recorded $55,476,000 and $277,239,000 of gross written premiums for the three and nine-month periods ended September 30, 2018, respectively, and $41,311,000 for the three-month period ended September 30, 2017, resulting in fees and commission (including a profit commission) of $18,162,000 and $75,012,000, for the three and nine-month periods ended September 30, 2018, respectively,

27

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

and $12,011,000 for the three-month period ended September 30, 2017, due to AmRisc. Receivables are stated net of the fees and commission due under the contract.
In addition to the direct premiums written, we recorded $750,000 and $4,116,000 in ceded premiums to AmRisc as a reinsurance intermediary for the three and nine-month periods ended September 30, 2018, respectively, and $640,000 for the three-month period ended September 30, 2017. We also incurred $5,000 and $14,000, respectively, during the three and nine-month periods ended September 30, 2018, respectively, and $4,000 for the three-month period ended September 30, 2017, for rent under a sublease agreement with AmRisc.
Net premiums receivable (net of commissions) of $28,244,000 were due from AmRisc as of September 30, 2018. These premiums were paid by AmRisc to our premium trust account by wire transfer within 15 days of collection pursuant to the underwriting contract with AmRisc.

14)    ACCUMULATED OTHER COMPREHENSIVE INCOME

We report changes in other comprehensive income items within comprehensive income on the Unaudited Condensed Consolidated Statements of Comprehensive Income, and we include accumulated other comprehensive income as a component of stockholders' equity on our Unaudited Condensed 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, 2017
$
12,044

 
$
(2,823
)
 
$
9,221

Reclassification adjustment for adoption of ASU 2016-01(1)
(12,300
)
 
2,962

 
(9,338
)
Adjusted balance at January 1, 2018
(256
)
 
139

 
(117
)
 
 
 
 
 
 
Changes in net unrealized gains on investments
(18,407
)
 
4,316

 
(14,091
)
Reclassification adjustment for realized gains
674

 
(168
)
 
506

September 30, 2018
$
(17,989
)
 
$
4,287

 
$
(13,702
)
(1) Reflects the fair value changes on equity securities as of December 31, 2017, which are reclassified under the new accounting guidance. Refer to Note 2 in these Notes to Unaudited Condensed Consolidated Financial Statements for further information.

15)    STOCKHOLDERS' EQUITY

Our Board declared dividends on our outstanding shares of common stock to stockholders of record as follows for the periods presented (in thousands except per share amounts):

 
 
Nine Months Ended September 30,
 
 
2018
 
2017
 
 
Per Share Amount
 
Aggregate Amount
 
Per Share Amount
 
Aggregate Amount
First Quarter
 
$
0.06

 
$
2,565

 
$
0.06

 
$
1,301

Second Quarter
 
$
0.06

 
$
2,565

 
$
0.06

 
$
2,561

Third Quarter
 
$
0.06

 
$
2,569

 
$
0.06

 
$
2,564


See Note 16 in these Notes to Unaudited Condensed Consolidated Financial Statements for information regarding stock-based compensation activity.

16) STOCK-BASED COMPENSATION

We account for stock-based compensation under the fair value recognition provisions of ASC Topic 718 - Compensation - Stock Compensation. We recognize stock-based compensation cost over the award’s requisite service period on a straight-line

28

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018

basis for time-based restricted stock grants and performance-based restricted stock grants. We record forfeitures as they occur for all stock-based compensation.

The following table presents our total stock-based compensation expense:

 
Three Months Ended September 30,
 
Nine months ended September 30,
 
2018
 
2017
 
2018
 
2017
Employee stock-based compensation expense
 
 
 
 
 
 
 
     Pre-tax
$
248

 
$
393

 
$
736

 
$
1,179

     Post-tax (1)
196

 
310

 
581

 
931

Director stock-based compensation expense
 
 
 
 
 
 
 
     Pre-tax
379

 
244

 
940

 
752

     Post-tax (1)
299

 
193

 
743

 
594

(1) The after tax amounts are determined using the 21% corporate federal tax rate.

We had approximately $2,636,000 of unrecognized stock compensation expense at September 30, 2018 related to non-vested stock-based compensation granted, which we expect to recognize over a weighted-average period of approximately 2.64 years. We had approximately $906,000 of unrecognized director stock-based compensation expense at September 30, 2018 related to non-vested director stock-based compensation granted, which we expect to recognize over a weighted-average period of approximately 0.6 years.

Restricted stock, restricted stock units and performance stock units

Stock-based compensation cost for restricted stock awards, restricted stock units and performance stock units is measured based on the closing fair market value of our common stock on the date of grant which vest in equal installments over the requisite service period of typically three years. Restricted stock awards granted to non-employee directors vest over a one-year period. Each restricted stock unit and performance stock unit represents our obligation to deliver to the holder one share of common stock upon vesting.

Performance-based restricted stock grants vest based on return on average equity compared to a defined group of peer companies. On the grant date, we issue the target number of performance stock units. They are subject to forfeitures if performance goals are not met. The actual number of performance stock units earned can vary from zero to 150 percent of the target for the 2018 awards.

We granted 88,392 and 174,602 shares of restricted common stock during the three and nine-month periods ended September 30, 2018, respectively, which had a weighted-average grant date fair value of $20.44 and $20.07 per share, respectively. We granted zero shares of restricted common stock during the three-month period ended September 30, 2017. We granted 155,122 shares of restricted common stock during the nine-month period ended September 30, 2017, which had a weighted-average grant date fair value of $15.57 per share.

The following table presents certain information related to the activity of our non-vested common stock grants:

 
Number of Restricted Shares
 
Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2017
212,094

 
$
16.44

Granted
174,602

 
20.07

Less: Forfeited
17,077

 
18.07

Less: Vested
139,183

 
16.38

Outstanding as of September 30, 2018
230,436

 
$
19.11



29

UNITED INSURANCE HOLDINGS CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2018


Stock options

Stock option fair value was estimated on the grant date using the Black-Scholes-Merton formula. Stock options vest in equal installments over the requisite service period of typically three years. The following weighted-average assumptions were used to value the stock options granted:

 
2018
Expected annual dividend yield
1.17
 %
Expected volatility
41.31
 %
Risk-free interest rate
2.98
 %
Expected term
6
 years

Expected annual dividend yield is based on the current quarterly dividend of $0.06 per share and the stock price on the grant date. The expected volatility is a historical volatility calculated based on the daily closing prices over a period equal to the expected term. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the grant date. Expected term takes into account the three-year graded vesting term and the 10-year contractual term of the option.

The following table presents certain information related to the activity of our non-vested stock option grants:

 
Number of Stock Options
 
Weighted Average Grant Date Fair Value
 
Weighted Average Exercise Prices
Outstanding as of December 31, 2017

 
$

 
$

Granted
29,464

 
8.01

 
20.44

Less: Forfeited

 

 

Less: Vested

 

 

Outstanding as of September 30, 2018
29,464

 
$
8.01

 
$
20.44

Exercisable as of September 30, 2018

 
$

 
$


17)    SUBSEQUENT EVENTS

On October 5, 2018, the Company made a capital contribution of $25,000,000 to FSIC.

On October 8, 2018 Hurricane Michael made landfall in the Florida panhandle as a Category 4 storm. Our preliminary estimate of pre-tax retained losses is between $25,000,000 and $35,000,000, net of reinsurance recoverable, for this event.

On November 6, 2018, our Board declared a $0.06 per share quarterly cash dividend payable on November 27, 2018, to stockholders of record on November 20, 2018.

On November 6, 2018 ACIC and IIC paid dividends of $50,000,000 and $1,764,000, respectively, to the Company.













30

UNITED INSURANCE HOLDINGS CORP.


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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and related notes appearing elsewhere in this Form 10-Q, as well as with the Consolidated Financial Statements and related footnotes under Part II. Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2017. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed or implied in these forward-looking statements as a result of certain known and unknown risks and uncertainties. See "Forward-Looking Statements."

EXECUTIVE SUMMARY

Overview

United Insurance Holding Corp. (referred to in this document as we, our, us, the Company or UPC Insurance) is a holding company primarily engaged in residential and commercial property and casualty insurance in the United States. We conduct our business principally through four wholly-owned insurance subsidiaries and one majority-owned subsidiary: United Property & Casualty Insurance Company (UPC); American Coastal Insurance Company (ACIC); Family Security Insurance Company (FSIC); Interboro Insurance Company (IIC); and Journey Insurance Company (JIC). Collectively, we refer to the holding company and all our subsidiaries, including non-insurance subsidiaries, as “UPC Insurance,” which is the preferred brand identification for our Company.

Our Company’s primary source of revenue is generated from writing insurance in Connecticut, Florida, Georgia, Hawaii,
Louisiana, Massachusetts, New Jersey, New York, North Carolina, Rhode Island, South Carolina and Texas. We are also licensed to write property and casualty insurance in an additional six states; however, we have not commenced writing in these states. Our target market in such areas consists of states where the perceived threat of natural catastrophe has caused large national insurance carriers to reduce their concentration of policies. We believe an opportunity exists for UPC Insurance to write profitable business in such areas.

We have historically grown our business through strong organic growth complemented by strategic acquisitions and partnerships, including our acquisitions of AmCo Holding Company (AmCo) and its subsidiaries, including ACIC, in April 2017, IIC in April 2016, and Family Security Holdings, LLC (FSH), including its subsidiary FSIC in February 2015, and our strategic partnership with a subsidiary of Tokio Marine Kiln Group Limited, which formed JIC in August 2018. As a result of these transactions, along with the organic growth of premium in states in which we currently write premium, we have grown our policies in-force by 11.3% from 511,471 policies in-force at September 30, 2017 to 569,444 policies in-force at September 30, 2018.

Our business is subject to the impact of weather-related catastrophes on our loss and loss adjustment expense (LAE). During the third quarter of 2017, Hurricane Harvey made landfall in Texas and Hurricane Irma made landfall in Florida. In 2017, we retained $83,000,000 of pre-tax catastrophe losses, net of reinsurance recoverable as a result of hurricanes. During the nine months ended September 30, 2018, we increased our loss and LAE reserve as a result of development trends from Hurricane Irma that indicated our ultimate gross loss estimate should be increased. There was no net change or impact to our third quarter 2018 results as a result of this reserve re-estimation as it was 100% ceded under our catastrophe reinsurance program. During the third quarter of 2018, Hurricane Florence made landfall in North Carolina. We estimate retention of $35,000,000 of pre-tax catastrophe losses, net of reinsurance recoverable, as a result of the storm.

The following discussion highlights significant factors influencing the consolidated financial position and results of
operations of UPC Insurance. In evaluating our results of operations, we use premiums written and earned, policies in-force and
new and renewal policies by geographic concentration. We also consider the impact of catastrophe losses and prior year
development on our loss ratios, expense ratios and combined ratios. In monitoring our investments, we use credit quality,
investment income, cash flows, realized gains and losses, unrealized gains and losses, asset diversification and portfolio
duration. To evaluate our financial condition, we consider our liquidity, financial strength, ratings, book value per share and
return on equity.




31

UNITED INSURANCE HOLDINGS CORP.


2018 Highlights

($ in thousands, except per share)
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
Gross premiums written
$
295,935

 
$
267,219

 
$
960,214

 
$
788,408

Gross premiums earned
303,956

 
268,001

 
872,547

 
711,650

Net premiums earned
171,330

 
152,494

 
507,536

 
419,295

Total revenues
187,652

 
171,128

 
542,853

 
471,834

Earnings before income tax
(15,870
)
 
(45,487
)
 
15,177

 
(26,899
)
Consolidated net income (loss) attributable to UIHC
(11,708
)
 
(28,012
)
 
11,361

 
(16,856
)
Net income (loss) available to UIHC shareholders per diluted share
$
(0.27
)
 
$
(0.66
)
 
$
0.27

 
$
(0.47
)
 
 
 
 
 
 
 
 
Reconciliation of net income to core income:
 
 
 
 
 
 
 
Plus: Merger expenses
$

 
$
12

 
$

 
$
6,906

Plus: Non-cash amortization of intangible assets
1,365

 
10,363

 
12,555

 
23,552

Less: Realized losses on investment portfolio
(447
)
 
(71
)
 
(674
)
 
(554
)
Less: Unrealized gains (losses) on equity securities
6,109

 

 
5,046

 

Less: Net tax impact (1)
(1,074
)
 
3,656

 
2,046

 
10,854

Core income (loss)(2)
(14,931
)
 
(21,222
)
 
17,498

 
3,302

Core income (loss) per diluted share(2)
$
(0.35
)
 
$
(0.50
)
 
$
0.41

 
$
0.09

 
 
 
 
 
 
 
 
Book value per share
 
 
 
 
$
12.33

 
11.73

(1) In order to reconcile the net income to the core income measure, we included the tax impact of all adjustments using the effective rate at the end of each period.
(2) Core income, a measure that is not based on U.S. generally accepted accounting principles (GAAP), is reconciled above to net income, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this Form 10-Q is in "Definitions of Non-GAAP Measures" below.

 

32

UNITED INSURANCE HOLDINGS CORP.


Consolidated Net Income
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2018
 
2017
 
2018
 
2017
REVENUE:
 
 
 
 
 
 
 
 
Gross premiums written
 
$
295,935

 
$
267,219

 
$
960,214

 
$
788,408

Change in gross unearned premiums
 
8,021

 
782

 
(87,667
)
 
(76,758
)
Gross premiums earned
 
303,956

 
268,001

 
872,547

 
711,650

Ceded premiums earned
 
(132,626
)
 
(115,507
)
 
(365,011
)
 
(292,355
)
Net premiums earned
 
171,330

 
152,494

 
507,536

 
419,295

Investment income
 
6,888

 
4,901

 
19,665

 
12,489

Net realized investment losses
 
(447
)
 
(71
)
 
(674
)
 
(554
)
Net unrealized gains on equity securities
 
6,109

 

 
5,046

 

Other revenue
 
3,772

 
13,804

 
11,280

 
40,604

Total revenue
 
187,652

 
171,128

 
542,853

 
471,834

EXPENSES:
 
 
 
 
 
 
 
 
Losses and loss adjustment expenses
 
120,552

 
143,127

 
286,393

 
293,398

Policy acquisition costs
 
54,200

 
46,546

 
153,716

 
125,302

Operating expenses
 
10,976

 
6,891

 
28,976

 
19,020

General and administrative expenses
 
15,358

 
19,316

 
51,326

 
58,825

Interest expense
 
2,455

 
771

 
7,371

 
2,282

Total expenses
 
203,541

 
216,651

 
527,782

 
498,827

Income (loss) before other income
 
(15,889
)
 
(45,523
)
 
15,071

 
(26,993
)
Other income
 
19

 
36

 
106

 
94

Income (loss) before income taxes
 
(15,870
)
 
(45,487
)
 
15,177

 
(26,899
)
Provision (benefit) for income taxes
 
(4,163
)
 
(17,475
)
 
3,815

 
(10,043
)
Net income (loss)
 
$
(11,707
)
 
$
(28,012
)
 
$
11,362

 
$
(16,856
)
Less: Net income attributable to noncontrolling interests
 
1

 

 
1

 

Net income (loss) attributable to UIHC
 
$
(11,708
)
 
$
(28,012
)
 
$
11,361

 
$
(16,856
)
Earnings available to UIHC common shareholders per diluted share
 
$
(0.27
)
 
$
(0.66
)
 
$
0.27

 
$
(0.47
)
Book value per share
 
 
 
 
 
$
12.33

 
$
11.73

Return on equity based on trailing twelve months
GAAP net income
 
 
 
 
 
4.2
 %
 
3.5
 %
Loss ratio, net (1)
 
70.4
 %
 
93.9
 %
 
56.4
 %
 
70.0
 %
Expense ratio (2)
 
47.0
 %
 
47.7
 %
 
46.1
 %
 
48.4
 %
Combined ratio (CR) (3)
 
117.4
 %
 
141.6
 %
 
102.5
 %
 
118.4
 %
Effect of current year catastrophe losses on CR
 
20.2
 %
 
54.2
 %
 
11.5
 %
 
27.4
 %
Effect of prior year development on CR
 
(1.6
)%
 
(0.7
)%
 
(0.8
)%
 
(0.7
)%
Effect of ceding commission income on CR (4)
 
 %
 
6.6
 %
 
 %
 
7.2
 %
Underlying combined ratio (5)
 
98.8
 %
 
81.5
 %
 
91.8
 %
 
84.5
 %
(1) Loss ratio, net is calculated as losses and LAE, net of losses ceded to reinsurers, relative to net premiums earned. We use this operating metric to analyze our loss trends.
(2) Expense ratio is calculated as the sum of all operating expenses less interest expense relative to net premiums earned. We use this operating metric to analyze our expense trends.
(3) Combined ratio is the sum of the loss ratio, net and the expense ratio, net.
(4) For the nine months ended September 30, 2018, we presented $31,665,000 of ceding commissions earned as a $7,202,000 decrease to ceded earned premium and a $24,463,000 decrease in policy acquisition costs, which reduced other revenue and removed the distortive impact to our underlying combined ratio. For the three months ended September 30, 2018, we presented $10,992,000 of ceding commissions earned as a $2,704,000 decrease to ceded earned premium and an $8,288,000 decrease in policy acquisition costs.
(5) Underlying combined ratio, a measure that is not based on GAAP, is reconciled above to the combined ratio, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this Form 10-Q is in "Definitions of Non-GAAP Measures" below.

33

UNITED INSURANCE HOLDINGS CORP.




Definitions of Non-GAAP Measures

We believe that investors' understanding of UPC Insurance's performance is enhanced by our disclosure of the following non-GAAP measures. Our methods for calculating these measures may differ from those used by other companies and therefore comparability may be limited.

Combined ratio excluding the effects of current year catastrophe losses, prior year reserve development and ceding commission income earned (underlying combined ratio) is a non-GAAP ratio, which is computed by subtracting the effect of current year catastrophe losses, prior year development, and ceding commission income earned related to our quota share reinsurance agreement from the combined ratio. We believe that this ratio is useful to investors and it is used by management to reveal the trends in our business that may be obscured by current year catastrophe losses, losses from lines in run-off, prior year development, and ceding commission income earned. Current year catastrophe losses cause our loss trends to vary significantly between periods as a result of their incidence of occurrence and magnitude, and can have a significant impact on the combined ratio. Prior year development is caused by unexpected loss development on historical reserves. Ceding commission income compensates the Company for expenses it incurs in generating the premium ceded under our quota share reinsurance agreement. We believe it is useful for investors to evaluate these components separately and in the aggregate when reviewing our performance. The most direct comparable GAAP measure is the combined ratio. The underlying combined ratio should not be considered as a substitute for the combined ratio and does not reflect the overall profitability of our business.

Net loss and LAE excluding the effects of current year catastrophe losses and prior year reserve development (underlying loss and LAE) is a non-GAAP measure which is computed by subtracting the effect of current year catastrophe losses and prior year reserve development from net loss and LAE. We use underlying loss and LAE figures to analyze our loss trends that may be impacted by current year catastrophe losses and prior year development on our reserves. As discussed previously, these two items can have a significant impact on our loss trends in a given period. We believe it is useful for investors to evaluate these components separately and in the aggregate when reviewing the Company's performance. The most direct comparable GAAP measure is net loss and LAE. The underlying loss and LAE measure should not be considered a substitute for net loss and LAE and does not reflect the overall profitability of our business.

Operating expenses excluding the effects of ceding commission income earned, merger expenses, and amortization of intangible assets (underlying expense) is a non-GAAP measure which is computed by subtracting ceding income earned related to our quota share reinsurance agreement, merger expenses and amortization of intangibles. Ceding commission income compensates the Company for expenses it incurs in generating the premium ceded under our quota share reinsurance agreement. Merger expenses are directly related to past mergers and are not reflective of current period operating performance. Similarly, amortization expense is related to the amortization of intangible assets acquired through mergers and therefore the expense does not arise through normal operations. We believe it is useful for investors to evaluate these components separately and in the aggregate when reviewing our performance. The most direct comparable GAAP measure is operating expenses. The underlying expense measure should not be considered a substitute for the expense ratio and does not reflect the overall profitability of our business.

Net income excluding the effects of non-cash amortization of intangible assets, realized gains (losses) and unrealized gains (losses) on equity securities, net of tax (core income) is a non-GAAP measure which is computed by adding amortization, net of tax, to net income and subtracting realized gains (losses) on our investment portfolio, net of tax, and unrealized gains (losses) on our equity securities, net of tax, from net income. Amortization expense is related to the amortization of intangible assets acquired through mergers and therefore the expense does not arise through normal operations. Investment portfolio gains (losses) and unrealized equity security gains (losses) vary independent of our operations. We believe it is useful for investors to evaluate these components separately and in the aggregate when reviewing our performance. The most direct comparable GAAP measure is net income. The core income measure should not be considered a substitute for net income and does not reflect the overall profitability of our business.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

When we prepare our consolidated financial statements and accompanying notes in conformity with GAAP, we must make estimates and assumptions about future events that affect the amounts we report. Certain of these estimates result from judgments that can be subjective and complex. As a result of that subjectivity and complexity, and because we continuously evaluate these estimates and assumptions based on a variety of factors, actual results could materially differ from our estimates and assumptions if changes in one or more factors require us to make accounting adjustments. During the three and nine months

34

UNITED INSURANCE HOLDINGS CORP.


ended September 30, 2018, we reassessed our critical accounting policies and estimates as disclosed in Note 1 to the Notes to Unaudited Condensed Consolidated Financial Statements and our Annual Report on Form 10-K for the year ended December 31, 2017; however, we have made no material changes or additions with regard to those policies and estimates, except for those standards adopted in 2018 as described in Note 2 in the Notes to Unaudited Condensed Consolidated Financial Statements.

RECENT ACCOUNTING STANDARDS

Please refer to Note 2 in the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of recent accounting standards that may affect us.



35

UNITED INSURANCE HOLDINGS CORP.


ANALYSIS OF FINANCIAL CONDITION - SEPTEMBER 30, 2018 COMPARED TO DECEMBER 31, 2017

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our accompanying unaudited condensed consolidated interim financial statements and related notes, and in conjunction with the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2017.

Investments

The primary goals of our investment strategy are to preserve capital, maximize after-tax investment income, maintain liquidity and minimize risk. To accomplish our goals, we purchase debt securities in sectors that represent the most attractive relative value, and we maintain a moderate equity exposure. Limiting equity exposure limits risk and helps to preserve capital for two reasons: first, bond market returns are less volatile than stock market returns, and second, should the bond issuer enter bankruptcy liquidation, bondholders generally have a higher priority than equityholders in a bankruptcy proceeding.

We must comply with applicable state insurance regulations that prescribe the type, quality and concentrations of investments our insurance subsidiaries can make; therefore, our current investment policy limits investment in non-investment-grade fixed maturities and limits total investment amounts in preferred stock, common stock and mortgage notes receivable. We do not invest in derivative securities.

Two outside asset management companies, which have authority and discretion to buy and sell securities for us, manage our investments subject to (i) the guidelines established by our Board of Directors and (ii) the direction of management. The Investment Committee of our Board of Directors reviews and approves our investment policy on a regular basis.

Our cash, cash equivalents and investment portfolio totaled $1,243,893,000 at September 30, 2018, compared to $1,130,806,000 at December 31, 2017.

The following table summarizes our investments, by type:
 
September 30, 2018
 
December 31, 2017
 
Estimated Fair Value
 
Percent of Total
 
Estimated Fair Value
 
Percent of Total
U.S. government and agency securities
$
102,729

 
8.3
%
 
$
92,626

 
8.2
%
Foreign government
2,966

 
0.2
%
 
2,036

 
0.2
%
States, municipalities and political subdivisions
151,866

 
12.2
%
 
201,512

 
17.8
%
Public utilities
24,142

 
1.9
%
 
20,257

 
1.8
%
Corporate securities
289,596

 
23.2
%
 
287,562

 
25.4
%
Mortgage-backed securities
204,990

 
16.5
%
 
143,265

 
12.7
%
Asset-backed securities
58,898

 
4.7
%
 
14,905

 
1.3
%
Redeemable preferred stocks
1,203

 
0.1
%
 
692

 
0.1
%
Total fixed maturities
836,390

 
67.1
%
 
762,855

 
67.5
%
Mutual funds
51,095

 
4.1
%
 
31,924

 
2.8
%
Public utilities
2,357

 
0.2
%
 
1,702

 
0.2
%
Other common stocks
37,568

 
3.0
%
 
27,902

 
2.5
%
Non-redeemable preferred stocks
2,072

 
0.2
%
 
1,767

 
0.2
%
Total equity securities
93,092

 
7.5
%
 
63,295

 
5.7
%
Other long-term investments
8,330

 
0.7
%
 
8,381

 
0.7
%
Portfolio loans

 
%
 
20,000

 
1.8
%
Total investments
937,812

 
75.3
%
 
854,531

 
75.7
%
Cash and cash equivalents
240,950

 
19.5
%
 
229,556

 
20.2
%
Restricted cash
65,131

 
5.2
%
 
46,719

 
4.0
%
Total cash, cash equivalents, restricted cash and investments
$
1,243,893

 
100.0
%
 
$
1,130,806

 
100.0
%

We classify all of our fixed maturity investments as available-for-sale. Our investments at September 30, 2018 and December 31, 2017 consisted mainly of U.S. government and agency securities, states, municipalities and political subdivisions

36

UNITED INSURANCE HOLDINGS CORP.


and securities of investment-grade corporate issuers. Our equity holdings consisted mainly of securities issued by companies in the energy, consumer products, financial, technology and industrial sectors. Most of the corporate bonds we hold reflected a similar diversification. At September 30, 2018, approximately 87.7% of our fixed maturities were U.S. Treasuries or corporate bonds rated “A” or better, and 12.3% were corporate bonds rated “BBB” or "BB".

Reinsurance

We follow industry practice of reinsuring a portion of our risks. Reinsurance involves transferring, or "ceding", all or a
portion of the risk exposure on policies we write to another insurer, known as a reinsurer. To the extent that our reinsurers are
unable to meet the obligations they assume under our reinsurance agreements, we remain primarily liable for the entire insured loss under the policies we write.

During the second quarter of 2018, we placed our reinsurance program for the 2018 hurricane season. We purchased catastrophe excess of loss reinsurance protection of $3,100,000,000. The contracts reinsure for personal and commercial lines property excess catastrophe losses caused by multiple perils including hurricanes, tropical storms and tornadoes. The agreements are effective as of June 1, 2018, for a one-year term, and incorporate the mandatory coverage required by and placed with the Florida Hurricane Catastrophe Fund.

Effective January 1, 2018, we placed a new aggregate excess of loss treaty to provide $20,000,000 of coverage against accumulated losses from specified catastrophe events in excess of 4.75% of cumulative subject gross premiums earned during each calendar quarter, for a term of 12 months.

Effective December 31, 2017, we replaced our 15% quota share agreement that expired on November 30, 2017 and our 5% quota share agreement that was set to renew on December 1, 2017 with a new quota share reinsurance agreement with a term of 12 months and a cession rate of 20% for all subject business.

Excluding our business for which we cede 100% of the risk of loss, reinsurance costs in the third quarter of 2018 were 42.0% of our gross premiums earned, compared to 41.3% of gross premiums earned for the third quarter of 2017. The increase in this ratio was driven primarily by the increased coverage purchased for our 2018-19 combined catastrophe reinsurance program.
 
See Note 8 in our Notes to Unaudited Condensed Consolidated Financial Statements for additional information regarding our reinsurance program.

Unpaid Losses and Loss Adjustments

We generally use the term “loss(es)” to collectively refer to both loss and LAE. We establish reserves for both reported and unreported unpaid losses that have occurred at or before the balance sheet date for amounts we estimate we will be required to pay in the future, including provisions for claims that have been reported but are unpaid at the balance sheet date and for obligations on claims that have been incurred but not reported at the balance sheet date. Our policy is to establish these loss reserves after considering all information known to us at each reporting period. At any given point in time, our loss reserve represents our best estimate of the ultimate settlement and administration costs of our insured claims incurred and unpaid.

Unpaid losses and LAE totaled $528,842,000 and $482,232,000 as of September 30, 2018 and December 31, 2017, respectively. The balance has increased from year end as a result of increased reserves for both weather-related and non weather-related activity during the first nine months of 2018 compared to the same period in 2017.

Since the process of estimating loss reserves requires significant judgment due to a number of variables, such as fluctuations in inflation, judicial decisions, legislative changes and changes in claims handling procedures, our ultimate liability will likely differ from these estimates. We revise our reserve for unpaid losses as additional information becomes available, and reflect adjustments, if any, in our earnings in the periods in which we determine the adjustments as necessary.

See Note 9 in our Notes to Unaudited Condensed Consolidated Financial Statements for additional information regarding our losses and loss adjustments.

37

UNITED INSURANCE HOLDINGS CORP.


RESULTS OF OPERATIONS - COMPARISON OF THE THREE-MONTH PERIODS ENDED SEPTEMBER 30, 2018 AND 2017

Net losses attributable to UIHC for the three months ended September 30, 2018 decreased $16,304,000, or 58.2%, to $11,708,000 for the third quarter of 2018 from $28,012,000 for the same period in 2017. The decrease in net loss was primarily due to the increase in gross premiums earned and the decrease in losses and LAE during the third quarter of 2018 compared to the third quarter of 2017.

Revenue

Our gross written premiums increased $28,716,000, or 10.7%, to $295,935,000 for the third quarter ended September 30, 2018 from $267,219,000 for the same period in 2017, primarily reflecting organic growth in new and renewal business generated in all regions. The breakdown of the quarter-over-quarter changes in both direct written and assumed premiums by region and gross written premium by line of business is shown in the table below.

($ in thousands)
 
Three Months Ended September 30,
 
 
2018
 
2017
 
Change
Direct Written and Assumed Premium by Region (1)
 
 
 
 
 
 
Florida
 
$
141,524

 
$
130,309

 
$
11,215

Gulf
 
58,632

 
58,240

 
392

Northeast
 
50,695

 
43,652

 
7,043

Southeast
 
27,854

 
25,431

 
2,423

Total direct written premium by region
 
278,705

 
257,632

 
21,073

Assumed premium (2)
 
17,230

 
9,587

 
7,643

Total gross written premium by region
 
$
295,935

 
$
267,219

 
$
28,716

 
 
 
 
 
 
 
Gross Written Premium by Line of Business
 
 
 
 
 
 
Personal property
 
$
240,456

 
$
217,970

 
$
22,486

Commercial property
 
55,479

 
49,249

 
6,230

Total gross written premium by line of business
 
$
295,935

 
$
267,219

 
$
28,716

(1) "Gulf" is comprised of Hawaii, Louisiana and Texas; "Northeast" is comprised of Connecticut, Massachusetts, New Jersey, New York and Rhode Island; and "Southeast" is comprised of Georgia, North Carolina and South Carolina.
(2) Assumed premium written for 2018 and 2017 is primarily commercial property business assumed from unaffiliated insurers.

 
Three Months Ended September 30,
New and Renewal Policies by Region (1)
2018
 
2017
 
Change
Florida
63,616

 
59,298

 
4,318

Gulf
35,549

 
37,600

 
(2,051
)
Northeast
37,624

 
32,202

 
5,422

Southeast
24,207

 
21,686

 
2,521

Total
160,996

 
150,786

 
10,210

(1) Only includes new and renewal homeowner, commercial and dwelling fire policies written during the quarter.

We expect our gross written premium growth to continue as we increase our policies in-force in the states in which we currently write policies and as we expand into other states in which we are currently licensed to write property and casualty insurance.


38

UNITED INSURANCE HOLDINGS CORP.


Expenses

Expenses for the three months ended September 30, 2018 decreased $13,110,000, or 6.1%, to $203,541,000 for the third quarter of 2018 from $216,651,000 for the same period in 2017. The decrease in expenses was primarily due to decreased general and administrative expenses resulting from amortization costs related to the merger with AmCo that applied during the third quarter of 2017 but were fully amortized at the end of the first quarter of 2018, as well as decreased losses during the third quarter of 2018. These decreases were offset by increases in policy acquisition costs and operating costs as explained below, as well as interest expenses due to the senior notes issued in December 2017. The calculations of our loss ratios and underlying loss ratios are shown below.
 
 
Three Months Ended September 30,
2018
 
2017
 
Change
Net loss and LAE
$
120,552

 
$
143,127

 
$
(22,575
)
% of Gross earned premiums
39.7
%
 
53.4
%
 
(13.7) pts

% of Net earned premiums
70.4
%
 
93.9
%
 
(23.5) pts

Less:
 
 
 
 
 
Current year catastrophe losses
$
34,593

 
$
82,615

 
$
(48,022
)
Prior year reserve (favorable) development
(2,656
)
 
(1,029
)
 
(1,627
)
Underlying loss and LAE (1)
$
88,615

 
$
61,541

 
$
27,074

% of Gross earned premiums
29.2
%
 
23.0
%
 
6.2 pts

% of Net earned premiums
51.7
%
 
40.4
%
 
11.3 pts

(1) Underlying loss and LAE is a non-GAAP measure and is reconciled above to Net loss and LAE, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this document is in the "Definitions of Non-GAAP Measures" section of this Form 10-Q.

The calculations of our expense ratio and underlying expense ratios are shown below.
 
Three Months Ended September 30,
2018
 
2017
 
Change
Policy acquisition costs
$
54,200

 
$
46,546

 
$
7,654

Operating and underwriting
10,976

 
6,891

 
4,085

General and administrative
15,358

 
19,316

 
(3,958
)
Total Operating Expenses
$
80,534

 
$
72,753

 
$
7,781

% of Gross earned premiums
26.5
%
 
27.1
%
 
(0.6) pts

% of Net earned premiums
47.0
%
 
47.7
%
 
(0.7) pts

Less:
 
 
 
 
 
Ceding commission income
$

 
$
10,091

 
(10,091
)
Underlying expense (1)
$
80,534

 
$
62,662

 
$
17,872

% of Gross earned premiums
26.5
%
 
23.4
%
 
3.1 pts

% of Net earned premiums
47.0
%
 
41.1
%
 
5.9 pts

(1) Underlying expense is a non-GAAP measure and is reconciled above to total operating expenses, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this document in the "Definitions of Non-GAAP Measures" section of this Form 10-Q.

Loss and LAE decreased $22,575,000, or 15.8%, to $120,552,000 for the third quarter of 2018 from $143,127,000 for the third quarter of 2017. Loss and LAE expense as a percentage of net earned premiums decreased 23.5 points to 70.4% for the third quarter of 2018, compared to 93.9% for the same period last year. Excluding catastrophe losses and reserve development, our gross underlying loss and LAE ratio for the third quarter of 2018 was 29.2%, a decrease of 6.2 points from 23.0% during the third quarter of 2017.

Policy acquisition costs increased $7,654,000, or 16.4%, to $54,200,000 for the third quarter of 2018 from $46,546,000 for the third quarter of 2017. The primary driver of the increase in costs was the managing general agent fees related to AmCo commercial premiums, which increased by approximately $7,200,000, along with agent commissions which increased by

39

UNITED INSURANCE HOLDINGS CORP.


approximately $2,500,000, which is generally consistent with our growth in premium production and higher average market commission rates outside of Florida.

Operating and underwriting expenses increased $4,085,000, or 59.3%, to $10,976,000 for the third quarter of 2018 from $6,891,000 for the third quarter of 2017, primarily due to increased costs related to incurred expenses for software tools of approximately $1,400,000 and agent incentive costs of approximately $880,000, as well as assessments from North Carolina Join Underwriting Association of $874,000.

General and administrative expenses decreased $3,958,000, or 20.5%, to $15,358,000 for the third quarter of 2018 from $19,316,000 for the third quarter of 2017, primarily due to amortization costs related to the merger with AmCo during the third quarter of 2017 of approximately $2,800,000, that were fully expensed at the end of the first quarter of 2018.
 
RESULTS OF OPERATIONS - COMPARISON OF THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2018 AND 2017

Net earnings attributable to UIHC for the nine months ended September 30, 2018 increased $28,217,000, or 167.4%, to net income of $11,361,000 from a net loss of $16,856,000 for the same period in 2017. The increase in net earnings was primarily due to increases in gross premiums earned for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017 with the inclusion of nine months of premium for AmCo in 2018 compared to six months of premium in 2017. In addition, we incurred approximately $7,000,000 in merger expenses in 2017 that were non-recurring in 2018.

Revenue

Our gross written premiums increased $171,806,000, or 21.8%, to $960,214,000 for the nine months ended September 30, 2018 from $788,408,000 for the same period in 2017, primarily reflecting organic growth in new and renewal business generated in all regions. The breakdown of the year-over-year changes in both direct and assumed written premiums by region and gross written premium by line of business is shown in the table below.

($ in thousands)
 
Nine Months Ended September 30,
 
 
2018
 
2017
 
Change
Direct Written and Assumed Premium by Region (1)
 
 
 
 
 
 
Florida
 
$
504,362

 
$
405,409

 
$
98,953

Gulf
 
162,451

 
155,640

 
6,811

Northeast
 
132,932

 
115,631

 
17,301

Southeast
 
79,174

 
70,711

 
8,463

Total direct written premium by region
 
878,919

 
747,391

 
131,528

Assumed premium (2)
 
81,295

 
41,017

 
40,278

Total gross written premium by region
 
$
960,214

 
$
788,408

 
$
171,806

 
 
 
 
 
 
 
Gross Written Premium by Line of Business
 
 
 
 
 
 
Personal property
 
$
682,991

 
$
617,974

 
$
65,017

Commercial property
 
277,223

 
170,434

 
106,789

Total gross written premium by line of business
 
$
960,214

 
$
788,408

 
$
171,806

(1) "Gulf" is comprised of Hawaii, Louisiana and Texas; "Northeast" is comprised of Connecticut, Massachusetts, New Jersey, New York and Rhode Island; and "Southeast" is comprised of Georgia, North Carolina and South Carolina.
(2) Assumed premium for 2018 and 2017 is primarily commercial property business assumed from unaffiliated insurers.


40

UNITED INSURANCE HOLDINGS CORP.


 
Nine Months Ended September 30,
New and Renewal Policies By Region (1)
2018
 
2017
 
Change
Florida
191,668

 
174,750

 
16,918

Gulf
102,429

 
100,231

 
2,198

Northeast
100,959

 
86,421

 
14,538

Southeast
69,037

 
59,875

 
9,162

Total
464,093

 
421,277

 
42,816

(1) Only includes new and renewal homeowner, commercial and dwelling fire policies written during the year.

We expect our gross written premium growth to continue as we increase our policies in-force in the states in which we currently write policies and as we expand into other states in which we are currently licensed to write property and casualty insurance.

Expenses

Expenses for the nine months ended September 30, 2018 increased $28,955,000, or 5.8%, to $527,782,000 from $498,827,000 for the same period in 2017. The increase in expenses was primarily due to the change in presentation of ceding commission income in 2018 from other revenue to policy acquisition costs. The calculations of our loss ratios and underlying loss ratios are shown below.
 
 
Nine Months Ended September 30,
2018
 
2017
 
Change
Net Loss and LAE
$
286,393

 
$
293,398

 
$
(7,005
)
% of Gross earned premiums
32.8
%
 
41.2
%
 
(8.4) pts

% of Net earned premiums
56.4
%
 
70.0
%
 
(13.6) pts

Less:
 
 
 
 
 
Current year catastrophe losses
$
58,250

 
$
115,025

 
$
(56,775
)
Prior year reserve (favorable) development
(4,207
)
 
(2,819
)
 
(1,388
)
Underlying loss and LAE (1)
$
232,350

 
$
181,192

 
$
51,158

% of Gross earned premiums
26.6
%
 
25.5
%
 
1.1 pts

% of Net earned premiums
45.8
%
 
43.2
%
 
2.6 pts

(1) Underlying Loss and LAE is a non-GAAP measure and is reconciled above to Net Loss and LAE, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this document is in the "Definitions of Non-GAAP Measures" section of this Form 10-Q.

The calculations of our expense ratios and underlying expense ratios are shown below.
 
Nine Months Ended September 30,
2018
 
2017
 
Change
Policy acquisition costs
$
153,716

 
$
125,302

 
$
28,414

Operating and underwriting
28,976

 
19,020

 
9,956

General and administrative
51,326

 
58,825

 
(7,499
)
Total Operating Expenses
$
234,018

 
$
203,147

 
$
30,871

% of Gross earned premiums
26.8
%
 
28.5
%
 
(1.7) pts

% of Net earned premiums
46.1
%
 
48.4
%
 
(2.3) pts

Less:
 
 
 
 
 
Ceding commission income (1)
$

 
$
30,185

 
$
(30,185
)
Underlying expense (2)
$
234,018

 
$
172,962

 
$
61,056

% of Gross earned premiums
26.8
%
 
24.3
%
 
2.5 pts

% of Net earned premiums
46.1
%
 
41.3
%
 
4.8 pts


41

UNITED INSURANCE HOLDINGS CORP.


(1) For the nine months ended September 30, 2018, we presented $31,665,000 of ceding commissions earned as a $7,202,000 decrease to ceded earned premium and a $24,463,000 decrease in policy acquisition costs, which reduced other revenue and removed the distortive impact to our underlying expense ratio
(2) Underlying Expense is a non-GAAP measure and is reconciled above to total operating expenses, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this document is in the "Definitions of Non-GAAP Measures" section of this Form 10-Q.

Loss and LAE decreased $7,005,000, or 2.4%, to $286,393,000 for the nine months ended September 30, 2018 from $293,398,000 for the same period in 2017. Loss and LAE expense as a percentage of net earned premiums decreased 13.6 points to 56.4% for the year, compared to 70.0% for the same period last year. Excluding catastrophe losses and reserve development, our gross underlying loss and LAE ratio for the nine months ended September 30, 2018, was 26.6%, an increase of 1.1 points from 25.5% during the nine months ended September 30, 2017.

Policy acquisition costs increased $28,414,000, or 22.7%, to $153,716,000 for the nine months ended September 30, 2018 from $125,302,000 for the same period in 2017. The primary driver of the increase was the managing general agent fees related to AmCo commercial premiums which increased by approximately $41,700,000 and which was offset by the approximately $24,500,000 decrease resulting from the presentation change of ceding commission income in 2018.

Operating expenses increased $9,956,000, or 52.3%, to $28,976,000 for the nine months ended September 30, 2018 from $19,020,000 for the same period in 2017, primarily due to increased costs related to the Company's ongoing growth, such as incurred expenses related to software and computer services of which increased by approximately $3,400,000, expenses related to agent incentives which increased by approximately $2,700,000 and costs related to assessments of approximately $1,900,000.

General and administrative expenses decreased $7,499,000, or 12.7%, to $51,326,000 for the nine months ended September 30, 2018 from $58,825,000 for the same period in 2017, primarily due to non-recurring merger expenses of approximately $7,000,000 and amortization costs of approximately $5,600,000 related to the merger with AmCo which occurred during the nine months ended September 30, 2017. This was offset by increases in salary expenses of approximately $7,300,000 during the nine-month period ended September 30, 2018.

LIQUIDITY AND CAPITAL RESOURCES
 
We generate cash through premium collections, reinsurance recoveries, investment income, the sale or maturity of invested assets, the issuance of debt and the issuance of additional shares of our stock. We use our cash to pay reinsurance premiums, claims and related costs, policy acquisition costs, salaries and employee benefits, other expenses and stockholder dividends, acquire subsidiaries and pay associated costs, as well as to repay debts and purchase investments.

As a holding company, we do not conduct any business operations of our own and, as a result, we rely on cash dividends or intercompany loans from our management subsidiaries to pay our general and administrative expenses. Insurance regulatory authorities heavily regulate our insurance subsidiaries, including restricting any dividends paid by our insurance subsidiaries and requiring approval of any management fees our insurance subsidiaries pay to our management subsidiaries for services rendered; however, nothing restricts our non-insurance company subsidiaries from paying us dividends other than state corporate laws regarding solvency. Our management subsidiaries pay us dividends primarily using cash from the collection of management fees from our insurance subsidiaries, pursuant to the management agreements in effect between those entities. In accordance with state laws, our insurance subsidiaries may pay dividends or make distributions out of that part of their statutory surplus derived from their net operating profit and their net realized capital gains. The Risk-Based Capital (RBC) guidelines published by the National Association of Insurance Commissioners (NAIC) may further restrict our insurance subsidiaries’ ability to pay dividends or make distributions if the amount of the intended dividend or distribution would cause their respective surplus as it regards policyholders to fall below minimum RBC guidelines. See Note 12 in our Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

During the nine-month period ended September 30, 2018 we contributed $40,000,000 of capital to form our new insurance subsidiary. During the nine-month period ended 2017, we contributed $450,000 of capital to our insurance subsidiaries. We may make future contributions of capital to our insurance subsidiaries as circumstances require. See Note 17 in our Notes to Unaudited Condensed Consolidated Financial Statements for additional information.


42

UNITED INSURANCE HOLDINGS CORP.


On December 13, 2017, we issued $150,000,000 of senior notes (the $150M senior notes) that will mature on December 15, 2027 and bear interest at a rate equal to 6.250% per annum payable semi-annually on each June 15 and December 15, commencing June 15, 2018. The $150M senior notes are senior unsecured obligations of the Company. We may redeem the $150M senior notes at our option, at any time and from time to time in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the $150M senior notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the date of redemption to the date that is three months prior to maturity. On and after that date, we may redeem the $150M senior notes at par.

On April 3, 2017, we successfully completed our acquisition of AmCo. The acquisition was completed through a series of mergers that ultimately resulted in the Company issuing 20,956,355 shares of its common stock as merger consideration to the equity holders of RDX Holding, LLC, the former parent company of AmCo. As a result of the mergers, AmCo merged with and into a wholly-owned subsidiary of the Company. We incurred $7,000,000 of merger-related expenses. Please refer to Note 4 in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information on the merger transaction.

On September 12, 2018, we contributed $40,000,000 to fund a new subsidiary, Journey Insurance Company, and RJ Kiln & Co. (No. 3 Limited) (Kiln) contributed $20,000,000 for total funding of $60,000,000. JIC is owned 66.7% by the Company and 33.3% by Kiln.

Financial Covenants

$150M Senior Notes - Our $150M senior notes provide that the Company and its subsidiaries shall not incur any indebtedness unless no default exists and the Company’s leverage ratio as of the last day of any annual or quarterly period (the balance sheet date) immediately preceding the date on which such additional indebtedness is incurred would have been no greater than 0.3:1, determined on a pro forma basis as if the additional indebtedness and all other indebtedness incurred since the immediately preceding balance sheet date had been incurred and the proceeds therefrom applied as of such day. The Company and its subsidiaries also may not create, assume, incur or permit to exist any indebtedness for borrowed money that is secured by a lien on the voting stock of any significant subsidiary without selling the $150M senior notes equally. The Company may not issue, sell, assign, transfer or otherwise dispose of, directly or indirectly, any of the capital stock of the Company’s significant subsidiaries as of the issue date of the notes (except to the Company or to one or more of the Company’s other subsidiaries, or for the purpose of qualifying directors or as may be required by law or regulation), subject to certain exceptions. At September 30, 2018, we were in compliance with the covenants in the $150M senior notes.

Florida State Board of Administration Note Payable - Our $20,000,000, 20-year note payable to the Florida State Board of Administration (the SBA note) requires that UPC 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 UPC under the agreement plus the outstanding balance of the note. Should UPC fail to exceed either a net writing ratio of 1.5:1 or a gross writing ratio of 4.5:1, UPC's interest rate will increase by 450 basis points above the 10-year Constant Maturity Treasury rate (as defined in the SBA note agreement), which was 2.85% at the end of September 2018. Any other writing ratio deficiencies result in an interest rate penalty of 25 basis points above the stated rate of the note, which was 2.84% at the end of September 2018. Our SBA note further provides that the Florida State Board of Administration may, among other things, declare its loan immediately due and payable upon any default existing under the SBA note; however, any payment is subject to approval by the insurance regulatory authority. At September 30, 2018, we were in compliance with the covenants in the SBA note.

BB&T Term Note Payable - Our $5,200,000, 15-year term note payable to the Branch Banking & Trust Company (the BB&T note) requires that, at all times while there has been no losses from our insurance subsidiaries' operations (non-recurring losses), we will maintain a minimum Cash Flow Coverage ratio of 1.2:1. The Cash Flow Coverage ratio is defined as our cash flow to debt services. This ratio will be tested annually, based on UPC Insurance's audited financial statements. For the one-year period following a non-recurring loss, UPC Insurance is required to maintain a minimum Cash Flow Coverage ratio of 1.0:1. This covenant will only be effective if the pre non-recurring losses test is failed, and is only available and effective for one annual test period. Thereafter, the non-recurring loss Cash Flow Coverage Ratio of 1.2:1 will immediately apply. At the time of the most recent annual test period, December 31, 2017, we were in compliance with the covenants in the BB&T note.

In addition, the BB&T note requires that we establish and maintain with BB&T at all times during the term of the loan a non-interest bearing demand deposit account with a minimum balance of $500,000, and an interest-bearing account with a minimum balance of $1,500,000. In the event of default, BB&T may, among other things, declare its loan immediately due and payable, require us to pledge additional collateral to the bank, and take possession of and foreclose upon our corporate

43

UNITED INSURANCE HOLDINGS CORP.


headquarters, which has been pledged to the bank as security for the loan. At September 30, 2018, we were in compliance with the covenants in the BB&T note.

Cash Flows for the nine months ended September 30, 2018 and 2017 (in millions)
chart-4cc1c66075d353eca78.jpgchart-18cf82bb776058159b1.jpgchart-2aa899d407f8579cbd3.jpg


Operating Activities

The principal cash inflows from our operating activities come from premium collections, reinsurance recoveries and investment income. The principal cash outflows from our operating activities are the result of claims and related costs, reinsurance premiums, policy acquisition costs and salaries and employee benefits. A primary liquidity concern with respect to these cash flows is the risk of large magnitude catastrophe events.

During the nine months ended September 30, 2018, operating assets and liabilities were impacted by catastrophe losses associated with Hurricane Florence and other non-weather related loss events. During the nine months ended September 30, 2017, operating cash was influenced by Hurricanes Harvey and Irma, each of which occurred during the third quarter of 2017. Reinsurance recoverables on paid and unpaid losses decreased during the nine months ended September 30, 2018 compared to 2017 as we received funding from our reinsurers during 2018 for the catastrophe losses incurred in 2017. As these claims continue to close, we expect to see less volatility regarding these reinsurance recoverables. Reinsurance payables also increased as we entered our 2018-2019 reinsurance contacts.

Investing Activities

The principal cash inflows from our investing activities come from repayments of principal, proceeds from maturities and sales of investments. We closely monitor and manage these risks through our comprehensive investment risk management process. The principal cash outflows relate to purchases of investments and cost of property, equipment and capitalized software acquired. The primary liquidity concerns with respect to these cash flows are the risk of default by debtors and market disruption. During the nine months ended September 30, 2017, we had an increase of $95,284,000 in cash provided by investing activities as the result of the merger with AmCo that did not occur during the nine months ended September 30, 2018.

Financing Activities

The principal cash outflows from our financing activities come from repayments of debt and payments of dividends. The primary liquidity concern with respect to these cash flows is market disruption in the cost and availability of credit. We believe our current capital resources, together with cash provided from our operations, are sufficient to meet currently anticipated working capital requirements. During the nine months ended September 30, 2018, cash provided by financing activities increased by $20,000,000 as the result of our strategic partnership to form JIC, as well as a $17,064,000 increase in cash used in financing activities as the result of outstanding checks in excess of funds on deposit.


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UNITED INSURANCE HOLDINGS CORP.


OFF-BALANCE SHEET ARRANGEMENTS

At September 30, 2018, we did not have any off-balance-sheet arrangements or material changes to our contractual obligations during the quarter.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks, including interest rate risk related to changes in interest rates in our fixed-maturity securities, credit risk related to changes in the financial condition of the issuers of our fixed-maturities and equity price risk related to changes in equity security prices. These risks are disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2017. We had no material changes in our market risk during the nine months ended September 30, 2018.

Item 4. Controls and Procedures

We maintain a set of disclosure controls and procedures designed to ensure that the information we must disclose in reports we file or submit under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. We designed our disclosure controls with the objective of ensuring we accumulate and communicate this information to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on our evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report, due to previously disclosed material weaknesses in internal control over financial reporting as discussed below. These material weakness were identified and discussed in Part II, Item 9A of our Form 10-K for the year ended December 31, 2017 (the 2017 Form 10-K).

Notwithstanding these material weaknesses, management has concluded that the condensed consolidated financial statements included in this Form 10-Q fairly present, in all material respects, the financial position, results of operations and cash flows for the periods presented in accordance with U.S. generally accepted accounting principles.

Material Weakness in Internal Control Over Financial Reporting

We identified the following material weaknesses in the operation of our internal control over financial reporting as previously disclosed in our 2017 Form 10-K:

A failure of the operating effectiveness of a monitoring control designed to ensure that the Company obtains evidence of the design and operating effectiveness of the general information technology controls intended to prevent unauthorized system access and inappropriate change management to two third-party service organization's professional services systems and information contained within.
We did not maintain effective accounting policies and procedural controls over the financial reporting for income taxes, acquisition purchase accounting and investments to ensure accurate and consistent financial reporting in accordance with GAAP.

Remediation Plans

Our management, with oversight from our Audit Committee, has initiated a plan to remediate the material weaknesses previously identified in the 2017 Form 10-K. These plans include implementing effective controls over third-party systems and working with the providers to receive timely Service Organization Control reports in the future, as well as focusing on the accounting and disclosure for unusual and complex transactions, while augmenting existing staff with additional skilled accounting resources and strengthening the review process to improve the operation of financial reporting and corresponding internal controls. These new controls and procedures are in the process of being implemented and will be tested in connection with audit procedures for the year ending December 31, 2018. Until management has tested the remediation and concluded that the controls are operating effectively as designed, the material weaknesses will continue to exist.


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UNITED INSURANCE HOLDINGS CORP.


Changes in Internal Control over Financial Reporting

Except for the material weakness remediation efforts identified above, we did not make any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended September 30, 2018.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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) 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.

At September 30, 2018, we were not involved in any material non-claims-related legal actions.


Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017.

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

During the three and nine months ended September 30, 2018, we did not sell any unregistered equity securities or repurchase any of our equity securities.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.


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UNITED INSURANCE HOLDINGS CORP.


Item 6. Exhibits

The following exhibits are filed or furnished herewith or are incorporated herein by reference:
Exhibit
  
Description
 
 
 
 
Form of Stock Option Award under the United Insurance Holdings Corp. 2013 Omnibus Incentive Plan
 
 
 
 
Form of Restricted Stock Unit Award under the United Insurance Holdings Corp. 2013 Omnibus Incentive Plan
 
 
 
 
Form of Performance Stock Unit Award under the United Insurance Holdings Corp. 2013 Omnibus Incentive Plan
 
 
 
 
Amendment to Employment Agreement, dated October 10, 2018, between United Insurance Holdings Corp. and John Forney (included as Exhibit 10.1 to the Form 8-K filed on October 16, 2018, and incorporated herein by reference)
 
 
 
  
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
 
 
 
  
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
 
 
 
  
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
 
 
 
  
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
 
 
 
101.INS
 
XBRL Instance Document
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase

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UNITED INSURANCE HOLDINGS CORP.


SIGNATURES

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

 
 
UNITED INSURANCE HOLDINGS CORP.
 
 
 
November 7, 2018
By:
/s/ John Forney
 
 
John Forney, Chief Executive Officer
 (principal executive officer and duly authorized officer)
 
November 7, 2018
By:
/s/ B. Bradford Martz
 
 
B. Bradford Martz, Chief Financial Officer
(principal financial officer and principal accounting officer)




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