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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 June 30, 2020

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number

001-36462

 

Heritage Insurance Holdings, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

45-5338504

(State of Incorporation)

 

(IRS Employer

Identification No.)

2600 McCormick Drive, Suite 300

Clearwater, Florida 33759

(Address, including zip code, of principal executive offices)

(727) 362-7200

(Registrant’s telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

HRTG

New York Stock Exchange

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 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes 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

Emerging growth company

Non-accelerated filer

Smaller reporting company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes No

The aggregate number of shares of the Registrant’s Common Stock outstanding on July 29, 2020 was 28,058,596

 

 

 


HERITAGE INSURANCE HOLDINGS, INC.

Table of Contents

 

 

 

Page

PART I – FINANCIAL INFORMATION

 

 

Item 1 Unaudited Financial Statements

 

 

Condensed Consolidated Balance Sheets: June 30, 2020 (unaudited) and December 31, 2019

 

2

Condensed Consolidated Statements of Operations and Other Comprehensive Income: Three and Six months ended June 30, 2020 and 2019 (unaudited)

 

3

Condensed Consolidated Statements of Stockholders’ Equity: Three and Six months ended June 30, 2020 and 2019 (unaudited)

 

4

Condensed Consolidated Statements of Cash Flows: Six months ended June 30, 2020 and 2019 (unaudited)

 

6

Notes to Unaudited Condensed Consolidated Financial Statements

 

8

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

 

27

Item 3 Quantitative and Qualitative Disclosures about Market Risk

 

37

Item 4 Controls and Procedures

 

38

PART II – OTHER INFORMATION

 

 

Item 1 Legal Proceedings

 

40

Item 1A Risk Factors

 

40

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

 

41

Item 4 Mine Safety Disclosures

 

41

Item 5 Other Information

 

41

Item 6 Exhibits

 

42

Signatures

 

43

 

 

 

 


 

FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q (“Form 10-Q”) or in documents incorporated by reference that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements about (i) the impact of the COVID-19 pandemic on the economy in general and on our business, results of operations and financial condition; (ii) our ability to meet our investment objectives and to manage and mitigate market risk with respect to our investments; (iii) the adequacy of our reinsurance program and our ability to diversify risk and safeguard our financial position; (iv) our estimates and beliefs with respect to tax and accounting matters including the impact on our financial statements and the outcome of any tax examination, as well as the impact of the CARES Act on our financial results, effective tax rate and liquidity; (v) future dividends, if any; (vi) our expectations related to our financing activities; (vii) the sufficiency of our liquidity to pay our insurance company affiliates’ claims and expenses, as well as to satisfy commitments in the event of unforeseen events; (viii) the sufficiency of our capital resources, together with cash provided from our operations, to meet currently anticipated working capital requirements, including to fund our insurance company affiliates’ claims and expenses and satisfy commitments in the event of unforeseen events such as inadequate premium rates or reserve deficiencies, notwithstanding the potential impact of the COVID-19 pandemic; (ix) the potential effects of the seasonality of our business, including effects on our reinsurance business and financial results; (x) our intentions with respect to our credit risk investments; and (xi) the potential effects of our current legal proceedings.

These statements are based on current expectations, estimates and projections about the industry and market in which we operate, and management’s beliefs and assumptions. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” or “continue” or the negative variations thereof or comparable terminology are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. The risks and uncertainties include, without limitation:

 

 

the possibility that actual losses may exceed reserves;

 

the concentration of our business in coastal states, which could be impacted by hurricane losses or other significant weather-related events such as northeastern winter storms;

 

our exposure to catastrophic weather events;

 

the fluctuation in our results of operations;

 

increased costs of reinsurance, non-availability of reinsurance, non-collectability of reinsurance and our ability to obtain reinsurance on terms and at a cost acceptable to us;

 

our failure to identify suitable acquisition candidates, effectively manage our growth and integrate acquired companies;

 

increased competition, competitive pressures, and market conditions;

 

our failure to accurately price the risks we underwrite;

 

inherent uncertainty of our models and our reliance on such models as a tool to evaluate risk;

 

the failure of our claims department to effectively manage or remediate claims;

 

low renewal rates and failure of such renewals to meet our expectations;

 

our failure to execute our diversification strategy;

 

failure of our information technology systems and unsuccessful development and implementation of new technologies;

 

a lack of redundancy in our operations;

 

our failure to attract and retain qualified employees and independent agents or our loss of key personnel;

 

our inability to generate investment income;

 

our inability to maintain our financial stability rating;

 

our ability to access sufficient liquidity or obtain additional financing to fund our operations;

 

effects of emerging claim and coverage issues relating to legal, judicial, environmental and social conditions;

 

the failure of our risk mitigation strategies or loss limitation methods;

 

our reliance on independent agents to write voluntary insurance policies;

 


 

 

changes in regulations and our failure to meet increased regulatory requirements;

 

our ability to maintain effective internal controls over financial reporting;

 

the regulation of our insurance operations;

 

certain characteristics of our common stock; and

 

the continued and potentially prolonged impact of COVID-19 on the economy, demand for our products and our operations, including measures taken by the governmental authorities to address COVID-19, which may precipitate or exacerbate other risks and/or uncertainties.

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results.

These forward-looking statements are subject to numerous risks, uncertainties and assumptions about us described in our filings with the Securities and Exchange Commission (the “SEC”). The forward-looking statements we make in our Form 10-Q are valid only as of the date of our Form 10-Q and may not occur in light of the risks, uncertainties and assumptions that we describe from time to time in our filings with the SEC. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from our forward-looking statements is included in the section entitled “Risk Factors” in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2019. Except as required by applicable law, we undertake no obligation and disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 


 

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements

HERITAGE INSURANCE HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(Amounts in thousands, except per share and share amounts)

 

 

 

June 30, 2020

 

 

December 31, 2019

 

ASSETS

 

(unaudited)

 

 

 

 

 

Fixed maturities, available-for-sale, at fair value (amortized cost of $671,961 and $577,789)

 

$

698,277

 

 

$

587,256

 

Equity securities, at fair value, (cost $1,599 and $1,618)

 

 

1,599

 

 

 

1,618

 

Other investments

 

 

6,374

 

 

 

6,375

 

Total investments

 

 

706,250

 

 

 

595,249

 

Cash and cash equivalents

 

 

288,342

 

 

 

268,351

 

Restricted cash

 

 

11,849

 

 

 

14,657

 

Accrued investment income

 

 

4,833

 

 

 

4,377

 

Premiums receivable, net

 

 

66,188

 

 

 

63,685

 

Reinsurance recoverable on paid and unpaid claims, net of allowance for estimated uncollectible reinsurance of $39

 

 

374,709

 

 

 

428,903

 

Prepaid reinsurance premiums

 

 

361,256

 

 

 

224,102

 

Income taxes receivable

 

 

4,651

 

 

 

3,171

 

Deferred policy acquisition costs, net

 

 

81,590

 

 

 

77,211

 

Property and equipment, net

 

 

19,998

 

 

 

20,753

 

Intangibles, net

 

 

65,461

 

 

 

68,642

 

Goodwill

 

 

152,459

 

 

 

152,459

 

Other assets

 

 

28,804

 

 

 

18,110

 

Total Assets

 

$

2,166,390

 

 

$

1,939,670

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Unpaid losses and loss adjustment expenses

 

$

620,718

 

 

$

613,533

 

Unearned premiums

 

 

529,321

 

 

 

486,220

 

Reinsurance payable

 

 

296,606

 

 

 

156,351

 

Long-term debt, net

 

 

126,056

 

 

 

129,248

 

Deferred income tax, net

 

 

20,957

 

 

 

12,623

 

Advance premiums

 

 

30,870

 

 

 

16,504

 

Accrued compensation

 

 

11,250

 

 

 

5,347

 

Accounts payable and other liabilities

 

 

68,113

 

 

 

71,045

 

Total Liabilities

 

$

1,703,891

 

 

$

1,490,871

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 17)

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

 

 

Common stock, $0.0001 par value, 50,000,000 shares authorized, 28,058,596 shares issued and 27,738,062 shares outstanding at June 30, 2020; 28,996,452 shares issued and 28,650,918 shares outstanding at December 31, 2019

 

 

3

 

 

 

3

 

Additional paid-in capital

 

 

332,037

 

 

 

329,568

 

Accumulated other comprehensive income

 

 

20,263

 

 

 

7,330

 

Treasury stock, at cost, 9,279,839 and 8,349,483 shares, respectively

 

 

(115,365

)

 

 

(105,368

)

Retained earnings

 

 

225,561

 

 

 

217,266

 

Total Stockholders' Equity

 

 

462,499

 

 

 

448,799

 

Total Liabilities and Stockholders' Equity

 

$

2,166,390

 

 

$

1,939,670

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

2


 

HERITAGE INSURANCE HOLDINGS, INC.

Condensed Consolidated Statements of Operations and Other Comprehensive Income

(Unaudited)

(Amounts in thousands, except per share and share amounts)

 

 

 

For the Three Months Ended

June 30,

 

 

For the Six Months Ended

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

290,432

 

 

$

254,840

 

 

$

519,534

 

 

$

465,188

 

Change in gross unearned premiums

 

 

(48,640

)

 

 

(24,882

)

 

 

(43,026

)

 

 

(6,640

)

Gross premiums earned

 

 

241,792

 

 

 

229,958

 

 

 

476,508

 

 

 

458,548

 

Ceded premiums

 

 

(112,735

)

 

 

(115,875

)

 

 

(221,445

)

 

 

(234,774

)

Net premiums earned

 

 

129,057

 

 

 

114,083

 

 

 

255,063

 

 

 

223,774

 

Net investment income

 

 

3,296

 

 

 

3,830

 

 

 

6,966

 

 

 

7,502

 

Net realized and unrealized gains (losses)

 

 

(38

)

 

 

1,303

 

 

 

22

 

 

 

2,327

 

Other revenue

 

 

3,697

 

 

 

3,627

 

 

 

6,668

 

 

 

7,501

 

Total revenues

 

 

136,012

 

 

 

122,843

 

 

 

268,719

 

 

 

241,104

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

 

78,869

 

 

 

74,299

 

 

 

147,050

 

 

 

136,438

 

Policy acquisition costs, net of ceding commission income of $11.3 and $21.7 (1)

 

 

30,237

 

 

 

27,087

 

 

 

60,284

 

 

 

53,107

 

General and administrative expenses, net of ceding commission income of $3.6 and $7.1(1)

 

 

19,943

 

 

 

18,384

 

 

 

41,661

 

 

 

36,988

 

Total expenses

 

 

129,049

 

 

 

119,770

 

 

 

248,995

 

 

 

226,533

 

Operating income

 

 

6,963

 

 

 

3,073

 

 

 

19,724

 

 

 

14,571

 

Interest expense, net

 

 

1,721

 

 

 

1,984

 

 

 

3,688

 

 

 

4,101

 

Other non-operating loss, net

 

 

 

 

 

 

 

 

 

 

 

48

 

Income before income taxes

 

 

5,242

 

 

 

1,089

 

 

 

16,036

 

 

 

10,422

 

Provision for income taxes

 

 

1,110

 

 

 

368

 

 

 

4,284

 

 

 

2,737

 

Net income

 

$

4,132

 

 

$

721

 

 

$

11,752

 

 

$

7,685

 

OTHER COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in net unrealized gains on investments

 

 

14,823

 

 

 

7,068

 

 

 

16,850

 

 

 

15,104

 

Reclassification adjustment for net realized investment (gains) losses

 

 

38

 

 

 

59

 

 

 

(22

)

 

 

394

 

Income tax expense related to items of other comprehensive income

 

 

(3,440

)

 

 

(1,304

)

 

 

(3,895

)

 

 

(3,712

)

Total comprehensive income

 

$

15,553

 

 

$

6,544

 

 

$

24,685

 

 

$

19,471

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

27,876,801

 

 

 

29,346,234

 

 

 

28,212,735

 

 

 

29,442,363

 

Diluted

 

 

27,913,696

 

 

 

29,352,796

 

 

 

28,231,273

 

 

 

29,447,668

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.15

 

 

$

0.02

 

 

$

0.42

 

 

$

0.26

 

Diluted

 

$

0.15

 

 

$

0.02

 

 

$

0.42

 

 

$

0.26

 

 

 

(1)

Parenthetical values are presented in millions for the three and six months ended June 30, 2020

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 

3


 

HERITAGE INSURANCE HOLDINGS, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(Amounts in thousands, except share amounts)

 

 

 

Common Shares

 

 

Par Value

 

 

Additional Paid-In Capital

 

 

Retained

Earnings

 

 

Treasury Shares

 

 

Accumulated Other Comprehensive Income

 

 

Total

Stockholders'

Equity

 

Balance at January 1, 2020

 

 

28,650,918

 

 

$

3

 

 

$

329,568

 

 

$

217,266

 

 

$

(105,368

)

 

$

7,330

 

 

$

448,799

 

Cumulative effect of adoption accounting guidance for expected credit losses, net of tax at January 1, 2020

 

 

 

 

 

 

 

 

 

 

 

(34

)

 

 

 

 

 

 

 

 

(34

)

Balance at January 1, 2020 (as adjusted for change in accounting principle)

 

 

28,650,918

 

 

 

3

 

 

 

329,568

 

 

 

217,232

 

 

 

(105,368

)

 

 

7,330

 

 

 

448,765

 

Net unrealized change in investments, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,512

 

 

 

1,512

 

Shares tendered for income taxes withholding

 

 

(17,500

)

 

 

 

 

 

(233

)

 

 

 

 

 

 

 

 

 

 

 

(233

)

Restricted stock vested

 

 

25,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation on restricted stock

 

 

 

 

 

 

 

 

1,345

 

 

 

 

 

 

 

 

 

 

 

 

1,345

 

Stock buy-back

 

 

(766,900

)

 

 

 

 

 

 

 

 

 

 

 

(7,986

)

 

 

 

 

 

(7,986

)

Cash dividends declared ($0.06 per common stock)

 

 

 

 

 

 

 

 

 

 

 

(1,726

)

 

 

 

 

 

 

 

 

(1,726

)

Net income

 

 

 

 

 

 

 

 

 

 

 

7,620

 

 

 

 

 

 

 

 

 

7,620

 

Balance at March 31, 2020

 

 

27,891,518

 

 

$

3

 

 

$

330,680

 

 

$

223,126

 

 

$

(113,354

)

 

$

8,842

 

 

$

449,297

 

Net unrealized change in investments, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,421

 

 

 

11,421

 

Deferred tax adjustment for credit expected losses

 

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

 

 

 

 

 

 

(4

)

Restricted stock vested

 

 

10,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation on restricted stock

 

 

 

 

 

 

 

 

1,357

 

 

 

 

 

 

 

 

 

 

 

 

1,357

 

Stock buy-back

 

 

(163,456

)

 

 

 

 

 

 

 

 

 

 

 

(2,011

)

 

 

 

 

 

(2,011

)

Cash dividends declared ($0.06 per common stock)

 

 

 

 

 

 

 

 

 

 

 

(1,693

)

 

 

 

 

 

 

 

 

(1,693

)

Net income

 

 

 

 

 

 

 

 

 

 

 

4,132

 

 

 

 

 

 

 

 

 

4,132

 

Balance at June 30, 2020

 

 

27,738,062

 

 

$

3

 

 

$

332,037

 

 

$

225,561

 

 

$

(115,365

)

 

$

20,263

 

 

$

462,499

 

4


 

 

 

 

Common Shares

 

 

Par Value

 

 

Additional Paid-In Capital

 

 

Retained

Earnings

 

 

Treasury Shares

 

 

Accumulated Other Comprehensive Income

 

 

Total

Stockholders'

Equity

 

Balance at December 31, 2018

 

 

29,477,756

 

 

$

3

 

 

$

325,292

 

 

$

195,750

 

 

$

(89,185

)

 

$

(6,527

)

 

$

425,333

 

Net unrealized change in investments, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,963

 

 

 

5,963

 

Shares tendered for income taxes withholding

 

 

(8,000

)

 

 

 

 

 

(118

)

 

 

 

 

 

 

 

 

 

 

 

(118

)

Restricted stock vested

 

 

25,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation on restricted stock

 

 

 

 

 

 

 

 

1,345

 

 

 

 

 

 

 

 

 

 

 

 

1,345

 

Convertible Option debt extinguishment, net of tax

 

 

 

 

 

 

 

 

(1,840

)

 

 

 

 

 

 

 

 

 

 

 

(1,840

)

Stock issued on convertible note conversion

 

 

285,201

 

 

 

 

 

 

4,210

 

 

 

 

 

 

 

 

 

 

 

 

4,210

 

Stock buy-back

 

 

(347,740

)

 

 

 

 

 

 

 

 

 

 

 

(5,011

)

 

 

 

 

 

(5,011

)

Tax rate change

 

 

 

 

 

 

 

 

48

 

 

 

 

 

 

 

 

 

 

 

 

48

 

Cash dividends declared ($0.06 per common stock)

 

 

 

 

 

 

 

 

 

 

 

(1,807

)

 

 

 

 

 

 

 

 

(1,807

)

Net income

 

 

 

 

 

 

 

 

 

 

 

6,964

 

 

 

 

 

 

 

 

 

6,964

 

Balance at March 31, 2019

 

 

29,432,217

 

 

$

3

 

 

$

328,937

 

 

$

200,907

 

 

$

(94,196

)

 

$

(564

)

 

$

435,087

 

Net unrealized change in investments, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,823

 

 

 

5,823

 

Stock-based compensation on restricted stock

 

 

 

 

 

 

 

 

1,344

 

 

 

 

 

 

 

 

 

 

 

 

1,344

 

Stock buy-back

 

 

(157,640

)

 

 

 

 

 

 

 

 

 

 

 

(2,333

)

 

 

 

 

 

(2,333

)

Cash dividends declared ($0.06 per common stock)

 

 

 

 

 

 

 

 

 

 

 

(1,792

)

 

 

 

 

 

 

 

 

(1,792

)

Net income

 

 

 

 

 

 

 

 

 

 

 

721

 

 

 

 

 

 

 

 

 

721

 

Balance at June 30, 2019

 

 

29,274,577

 

 

$

3

 

 

$

330,281

 

 

$

199,836

 

 

$

(96,529

)

 

$

5,259

 

 

$

438,850

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

5


 

HERITAGE INSURANCE HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)

 

 

 

For the Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

Net income

 

$

11,752

 

 

$

7,685

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

2,702

 

 

 

2,689

 

Bond amortization and accretion

 

 

2,761

 

 

 

2,514

 

Noncash lease expense

 

 

47

 

 

 

 

Amortization of original issuance discount on debt

 

 

701

 

 

 

730

 

Depreciation and amortization

 

 

4,039

 

 

 

5,492

 

Net unrealized investment gains

 

 

 

 

 

(2,721

)

Net realized (gains) losses

 

 

(22

)

 

 

394

 

Net (gain)/loss from repurchase of debt

 

 

 

 

 

(48

)

Deferred income taxes

 

 

4,438

 

 

 

4,525

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accrued investment income

 

 

(456

)

 

 

(81

)

Premiums receivable, net

 

 

(2,503

)

 

 

(45

)

Prepaid reinsurance premiums

 

 

(137,154

)

 

 

(98,472

)

Reinsurance recoverable on paid and unpaid claims

 

 

54,166

 

 

 

(12,476

)

Income taxes receivable

 

 

(1,480

)

 

 

17,855

 

Deferred policy acquisition costs, net

 

 

(4,379

)

 

 

(1,009

)

Right of use leased asset

 

 

507

 

 

 

 

Other assets

 

 

(11,248

)

 

 

(8,811

)

Unpaid losses and loss adjustment expenses

 

 

7,185

 

 

 

(1,947

)

Unearned premiums

 

 

43,101

 

 

 

6,805

 

Reinsurance payable

 

 

140,255

 

 

 

157,859

 

Accrued interest

 

 

998

 

 

 

128

 

Accrued compensation

 

 

5,903

 

 

 

(4,468

)

Advance premiums

 

 

14,366

 

 

 

4,463

 

Income taxes payable

 

 

(4,651

)

 

 

(14,396

)

Other liabilities

 

 

769

 

 

 

9,751

 

Net cash provided by operating activities

 

 

131,797

 

 

 

76,415

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Fixed maturity securities sales, maturities and paydowns

 

 

88,150

 

 

 

61,290

 

Fixed maturity securities purchases

 

 

(185,082

)

 

 

(95,336

)

Equity securities sales

 

 

26

 

 

 

26,529

 

Equity securities purchases

 

 

(6

)

 

 

(4,833

)

Limited partnership interest

 

 

 

 

 

(20,006

)

Proceeds from sale of assets

 

 

13

 

 

 

71

 

Cost of property and equipment acquired

 

 

(116

)

 

 

(4,487

)

Net cash used in investing activities

 

 

(97,015

)

 

 

(36,772

)

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Repayment of term note

 

 

(3,750

)

 

 

(11,875

)

Mortgage loan payments

 

 

(143

)

 

 

(138

)

Repurchase of convertible notes

 

 

 

 

 

(2,869

)

Purchase of treasury stock

 

 

(9,997

)

 

 

(7,344

)

Tax withholdings on share-based compensation awards

 

 

(233

)

 

 

(118

)

Dividends paid

 

 

(3,476

)

 

 

(3,396

)

Net cash used in financing activities

 

 

(17,599

)

 

 

(25,740

)

Increase in cash, cash equivalents, and restricted cash

 

 

17,183

 

 

 

13,903

 

Cash, cash equivalents and restricted cash, beginning of period

 

 

283,008

 

 

 

262,370

 

Cash, cash equivalents and restricted cash, end of period

 

$

300,191

 

 

$

276,273

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

Income taxes paid

 

$

1,735

 

 

$

13,728

 

Interest paid

 

$

3,213

 

 

$

3,529

 

Issuance of shares on conversion of convertible notes

 

$

 

 

$

4,210

 

 

6


 

Reconciliation of cash, cash equivalents, and restricted cash to condensed consolidated balance sheets.

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2020

 

 

December 31, 2019

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

288,342

 

 

$

268,351

 

Restricted cash

 

 

11,849

 

 

 

14,657

 

Total

 

$

300,191

 

 

$

283,008

 

 

Restricted cash primarily represents funds held to meet our contractual obligations related to the catastrophe bonds issued by Citrus Re and by the Company’s insurance subsidiaries in certain states in which such subsidiaries conduct business to meet regulatory requirements.

See accompanying notes to unaudited condensed consolidated financial statements.

 


7


 

HERITAGE INSURANCE HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements include the accounts of Heritage Insurance Holdings, Inc. (together with its subsidiaries, the “Company” “we”, “us” or “our”). These statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain financial information that is normally included in annual consolidated financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, has been omitted. In the opinion of the Company’s management, all material intercompany transactions and balances have been eliminated and all adjustments consisting of normal recurring accruals which are necessary for a fair statement of the financial condition and results of operations for the interim periods have been reflected. The accompanying interim condensed consolidated financial statements and related footnotes should be read in conjunction with the Company’s audited consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”).

Significant accounting policies

The accounting policies of the Company are set forth in Note 1 to condensed consolidated financial statements contained in the Company’s 2019 Form 10-K.

Reclassification

Certain prior year amounts have been reclassified to conform to the current year presentation.

Recently Adopted Accounting Pronouncements

In 2016, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) Financial Instruments – Credit Losses ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which introduces a new credit reserving model known as the Current Expected Credit Loss (“CECL”) model. Adoption of CECL required the evaluation to establish an allowance for the Company’s reinsurance recoverables, premium receivables and for our available-for-sale debt securities investments. The model requires consideration of a broader range of reasonable and supportable information and requires an entity to estimate expected credit losses over the lifetime of the asset. We adopted the standard on January 1, 2020, and based on the composition of our reinsurance recoverables, investment portfolio and other financial assets, current economic conditions and historical credit loss activity, the adoption of this standard did not have a material impact on our condensed consolidated financial statements and related disclosures. While the adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements, it required changes to the Company’s process to establish and estimate expected credit losses on available-for-sale investments, reinsurance recoverables and premium receivables.

Fair Value Measurements

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. This standard modifies certain disclosure requirements on fair value measurements. Other amendments in the update did not materially impact the Company. The standard became effective for the Company on January 1, 2020 with no impact on our condensed consolidated financial statements.

Internal Use Software

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard clarifies the accounting for implementation costs in cloud computing arrangements. The standard was effective on January 1, 2020 with no impact on our condensed consolidated financial statements.

8


 

Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying generally accepted accounting principles to certain contract modifications and hedging relationships that reference London Inter-bank Offered Rate (LIBOR) or another reference rate expected to be discontinued. The guidance is effective upon issuance and generally can be applied through December 31, 2022. The Company is currently evaluating the potential impact of this ASU on the condensed consolidated financial statements.

For information regarding other accounting standards that the Company has not yet adopted, refer to our 2019 Form 10-K, filed on March 10, 2020, the section of Note 1 of the notes to the consolidated financial statements entitled “Accounting Pronouncement Not Yet Adopted”.

NOTE 2. INVESTMENTS

Securities Available-for-Sale

The following table summarizes the amortized cost and fair value of securities available-for-sale at June 30, 2020 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income:

 

June 30, 2020

 

Cost or Adjusted /

Amortized Cost

 

 

Gross Unrealized

Gains

 

 

Gross Unrealized

Losses

 

 

Fair Value

 

Debt Securities Available-for-sale

 

(In thousands)

 

U.S. government and agency securities (1)

 

$

61,801

 

 

$

1,680

 

 

$

2

 

 

$

63,479

 

States, municipalities and political subdivisions

 

 

102,195

 

 

 

5,176

 

 

 

4

 

 

 

107,367

 

Special revenue

 

 

265,565

 

 

 

9,226

 

 

 

49

 

 

 

274,742

 

Hybrid securities

 

 

99

 

 

 

 

 

 

4

 

 

 

95

 

Industrial and miscellaneous

 

 

242,301

 

 

 

10,301

 

 

 

8

 

 

 

252,594

 

Total

 

$

671,961

 

 

$

26,383

 

 

$

67

 

 

$

698,277

 

 

 

(1)

Includes securities at June 30, 2020 with a carrying amount of $21.5 million that were pledged as collateral for the advance agreement entered into with a financial institution in 2018. The Company is permitted to withdraw or exchange any portion of the pledged collateral over the minimum requirement at any time.

 

The Company’s unrealized losses on corporate bonds have not been recognized because the bonds are of high credit quality with investment grade ratings of A or higher, the Company does not intend to sell and it is unlikely the Company will be required to sell the securities prior to their anticipated recovery, and the decline in fair value is deemed due to changes in interest rates and other market conditions. The bond issuers continue to make timely principal and interest payments on the bonds. After taking into account these and other factors previously described, we believe these unrealized losses generally were caused by a decrease in market interest rates since the time the securities were purchased.

 

The following table summarizes the amortized cost and fair value of securities available-for-sale at December 31, 2019 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income:

 

December 31, 2019

 

Cost or Adjusted /

Amortized Cost

 

 

Gross Unrealized

Gains

 

 

Gross Unrealized

Losses

 

 

Fair Value

 

Debt Securities Available-for-sale

(In thousands)

 

U.S. government and agency securities (1)

 

$

53,836

 

 

$

383

 

 

$

28

 

 

$

54,191

 

States, municipalities and political subdivisions

 

 

74,755

 

 

 

1,641

 

 

 

41

 

 

 

76,355

 

Special revenue

 

 

246,791

 

 

 

3,689

 

 

 

254

 

 

 

250,226

 

Hybrid securities

 

 

100

 

 

 

1

 

 

 

 

 

 

101

 

Industrial and miscellaneous

 

 

202,307

 

 

 

4,097

 

 

 

21

 

 

 

206,383

 

Total

 

$

577,789

 

 

$

9,811

 

 

$

344

 

 

$

587,256

 

 

 

(1)

Includes securities at December 31, 2019 with a carrying amount of $20.2 million that were pledged as collateral for the advance agreement entered into with a financial institution in 2018. The Company is permitted to withdraw or exchange any portion of the pledged collateral over the minimum requirement at any time.

9


 

Proceeds received, and the gross realized gains and losses from sales of available-for-sale securities, for the three and six months ended, June 30, 2020 and 2019 are as follows:

 

 

 

Proceeds

 

Gross Realized Gains

 

Gross Realized Losses

 

 

(In thousands)

 

Three months ended June 30, 2020

 

$

39,249

 

 

$

49

 

 

$

87

 

Three months ended June 30, 2019

 

$

35,765

 

 

$

975

 

 

$

140

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds

 

Gross Realized Gains

 

Gross Realized Losses

 

 

(In thousands)

 

Six months ended June 30, 2020

 

$

46,860

 

 

$

135

 

 

$

113

 

Six months ended June 30, 2019

 

$

45,216

 

 

$

968

 

 

$

204

 

 

The Company reviews credit losses and the valuation allowance for expected credit losses each quarter. When all or a portion of a debt security is identified as uncollectible and written off, the valuation allowance for expected credit losses is reduced by the same amount. In general, a security is considered uncollectible no later than when all efforts to collect contractual cash flows have been exhausted. The Company considers the following considerations when deeming a security uncollectible:

 

 

sufficient information was available to determine the issuer of the security is insolvent;

 

receipt of notice of filed bankruptcy, and the collectability is expected to be adversely impacted;

 

issuer has violated multiple debt covenants;

 

the extent to which the market value of the security has been below its cost or amortized costs; and

 

receipt of notice indicating that the issuer does not intend to pay the contractual principal and interest.

 

For the three and six months ended June 30, 2020 the Company sold no equity securities nor did it hold any marketable equity securities as of that date.

 

For the three months ended June 30, 2019, the Company received proceeds from the sale of marketable securities of approximately $21.9 million and recorded a gross gain of $1.3 million and a gross loss of $1.1 million from the sale of these securities. For the six months ended June 30, 2019, the Company received proceeds from the sale of its holdings in marketable equity securities of approximately $23.8 million and recorded a gross gain of $2.7 million and a gross loss of $1.4 million from the sale of these securities. As of June 30, 2019, the Company had unrealized holding gains of $292,000 recognized on nonmarketable other investments still held at reporting date.

The table below summarizes the Company’s fixed maturity securities at June 30, 2020 by contractual maturity periods. Actual results may differ as issuers may have the right to call or prepay obligations, with or without penalties, prior to the contractual maturity of those obligations.

 

 

 

At June 30, 2020

 

 

 

Cost or Amortized Cost

 

 

Percent of Total

 

 

Fair Value

 

 

Percent of Total

 

Maturity dates:

 

(In thousands)

 

 

 

 

 

 

(In thousands)

 

 

 

 

 

Due in one year or less

 

$

80,565

 

 

 

12

%

 

$

81,143

 

 

 

12

%

Due after one year through five years

 

 

242,984

 

 

 

36

%

 

 

251,414

 

 

 

36

%

Due after five years through ten years

 

 

137,887

 

 

 

21

%

 

 

147,093

 

 

 

21

%

Due after ten years

 

 

210,525

 

 

 

31

%

 

 

218,627

 

 

 

31

%

Total

 

$

671,961

 

 

 

100

%

 

$

698,277

 

 

 

100

%

 

10


 

The following table summarizes the Company’s net investment income by major investment category for the three and six months ended June 30, 2020 and 2019, respectively:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

 

(In thousands)

 

Debt securities

 

$

2,235

 

 

$

3,571

 

 

$

6,397

 

 

$

6,295

 

Equity securities

 

 

 

 

 

517

 

 

 

 

 

 

944

 

Cash and cash equivalents

 

 

607

 

 

 

197

 

 

 

959

 

 

 

938

 

Other investments

 

 

830

 

 

 

241

 

 

 

265

 

 

 

542

 

Net investment income

 

 

3,672

 

 

 

4,526

 

 

 

7,621

 

 

 

8,719

 

Less: Investment expenses

 

 

376

 

 

 

696

 

 

 

655

 

 

 

1,217

 

Net investment income, less investment expenses

 

$

3,296

 

 

$

3,830

 

 

$

6,966

 

 

$

7,502

 

 

The following tables summarizes debt securities available-for-sale in an unrealized loss position at June 30, 2020, aggregated by major security category and length of time in a continued unrealized loss position (in thousands):

 

 

 

Less Than Twelve Months

 

 

Twelve Months or More

 

June 30, 2020

 

Number of

Securities

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

 

Number of

Securities

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

Debt Securities Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

 

2

 

 

$

1

 

 

$

79

 

 

 

1

 

 

$

1

 

 

$

7

 

States, municipalities and political subdivisions

 

 

3

 

 

 

4

 

 

 

2,471

 

 

 

 

 

 

 

 

 

 

Special revenue

 

 

22

 

 

 

45

 

 

 

14,227

 

 

 

11

 

 

 

4

 

 

 

196

 

Hybrid securities

 

 

1

 

 

 

4

 

 

 

95

 

 

 

 

 

 

 

 

 

 

Industrial and miscellaneous

 

 

15

 

 

 

8

 

 

 

11,122

 

 

 

 

 

 

 

 

 

 

Total fixed maturity securities

 

 

43

 

 

$

62

 

 

$

27,994

 

 

 

12

 

 

$

5

 

 

$

203

 

 

The Company evaluates expected credit losses for available-for-sale securities (“AFS”) when fair value is below amortized cost. AFS securities are evaluated for potential credit loss on an individual security level but the evaluation may use assumptions consistent with expectations of credit losses for a group of similar securities. If the Company has the intent to sell or will be required to sell the security before recovery, the entire impairment loss will be recorded through income to net realized gains and losses. If the Company does not have the intent to sell or will not be required to sell the security before recovery, an allowance for credit losses is established and the portion of loss that relates to credit losses is recorded in income to net realized and unrealized gains (losses) and the portion of the loss that relates to the non-credit loss is recorded in Other comprehensive income. At June 30, 2020, the Company did not intend to sell the securities with an unrealized loss position in accumulated other comprehensive income, and it is not likely that it will be required to sell these securities before recovery of their amortized cost basis. Further, the Company did not believe it had a credit event and therefore did not record any credit allowance for securities that were in an unrealized loss position at June 30, 2020.

 

The following tables summarizes debt securities available-for-sale in an unrealized loss position at December 31, 2019, aggregated by major security category and length of time in a continued unrealized loss position (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less Than Twelve Months

 

 

Twelve Months or More

 

December 31, 2019

 

Number of

Securities

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

 

Number of

Securities

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

Debt Securities Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

 

9

 

 

$

10

 

 

$

1,476

 

 

 

23

 

 

$

18

 

 

$

4,288

 

States, municipalities and political

subdivisions

 

 

6

 

 

 

38

 

 

 

7,613

 

 

 

3

 

 

 

3

 

 

 

1,440

 

Special revenue

 

 

62

 

 

 

145

 

 

 

24,862

 

 

 

95

 

 

 

109

 

 

 

13,159

 

Industrial and miscellaneous

 

 

25

 

 

 

13

 

 

 

12,601

 

 

 

16

 

 

 

8

 

 

 

3,202

 

Total fixed maturity securities

 

 

102

 

 

$

206

 

 

$

46,552

 

 

 

137

 

 

$

138

 

 

$

22,089

 

 

11


 

Other Investments

Classified in other investments, the Company has interest in limited partnerships (“LPs”), Partnership Real Estate Investment Trust (REITs) and Limited Liability Companies (“LLCs”) totaling $6.4 million at June 30, 2020 and December 31, 2019.  The Company is not the primary beneficiary and does not consolidate these investments. These investments are carried at net asset value, which approximates fair value with changes in fair value recorded in net realized and unrealized gains (losses) on the Company’s consolidated statement of operations and other comprehensive income. Realized gains (losses) on sales of these investments are reported within net realized and unrealized gains (losses) on the Company’s condensed consolidated statement of operations and other comprehensive income.

NOTE 3. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is determined based on the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

We are required to use an established hierarchy for fair value measurements based upon the inputs to the valuation and degree to which they are observable or not observable in the market. The three levels in the hierarchy are as follows:

 

Level 1 – Inputs to the valuation based on quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date.

 

Level 2 – Inputs to the valuation include quoted prices in either markets that are not active, or in active markets for similar assets or liabilities, inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data.

 

Level 3 – Inputs to the valuation that are unobservable inputs for the asset or liability.

The highest priority is assigned Level 1 inputs and the lowest priority to Level 3 inputs.

We did not hold any Level 3 assets or liabilities as of June 30, 2020 or December 31, 2019.

The carrying value of premium receivables and accounts payable, accrued expense, revolving loans and borrowings under our senior secured credit facility approximate their fair value. The rate at which revolving loans and borrowings under our senior secured credit facility bear interest resets periodically at market interest rates. All of these items are considered Level 1 assets and liabilities.

Investments excluded from the fair value hierarchy

The Company has interests in LPs, REITs and LLCs. This investment categorization has the potential for higher returns but also the potential for higher degrees of risk, including less than stable rates of returns and may provide less liquidity. These investments are carried at net asset value, as reported by the managers of the funds, and are excluded from the fair value hierarchy.

The table below presents the balances of our invested assets measured at fair value on a recurring basis:

 

June 30, 2020

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Invested Assets:

 

(in thousands)

 

Debt Securities Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

$

63,479

 

 

$

374

 

 

$

63,105

 

 

$

 

States, municipalities and political subdivisions

 

 

107,367

 

 

 

 

 

 

107,367

 

 

 

 

Special revenue

 

 

274,742

 

 

 

 

 

 

274,742

 

 

 

 

Hybrid securities

 

 

95

 

 

 

 

 

 

95

 

 

 

 

Industrial and miscellaneous

 

 

252,594

 

 

 

 

 

 

252,594

 

 

 

 

Total debt securities

 

 

698,277

 

 

 

374

 

 

 

697,903

 

 

 

 

Investments reported at NAV(1)

 

 

7,973

 

 

 

 

 

 

 

 

 

 

Total investments

 

$

706,250

 

 

$

374

 

 

$

697,903

 

 

$

 

12


 

 

December 31, 2019

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Invested Assets:

 

(in thousands)

 

Debt Securities Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

$

54,191

 

 

$

366

 

 

$

53,825

 

 

$

 

States, municipalities and political subdivisions

 

 

76,355

 

 

 

 

 

 

76,355

 

 

 

 

Special revenue

 

 

250,226

 

 

 

 

 

 

250,226

 

 

 

 

Hybrid securities

 

 

101

 

 

 

 

 

 

101

 

 

 

 

Industrial and miscellaneous

 

 

206,383

 

 

 

 

 

 

206,383

 

 

 

 

Total debt securities

 

 

587,256

 

 

 

366

 

 

 

586,890

 

 

 

 

Investments reported at NAV(1)

 

 

7,993

 

 

 

 

 

 

 

 

 

 

Total investments

 

$

595,249

 

 

$

366

 

 

$

586,890

 

 

$

 

 

(1)

Includes $1.6 million and $1.6 million of Federal Home Loan Banks membership shares held by the Company as of June 30, 2020 and December 31, 2019, respectively.

Non-recurring fair value measurements

Assets and liabilities that are measured at fair value on a non-recurring basis include intangible assets and goodwill which are recognized at fair value during the period in which an acquisition is completed, from updated estimates and assumptions during the measurement period, or when they are considered to be impaired. These non-recurring fair value measurements, primarily for intangible assets acquired, were based on Level 3 unobservable inputs. For the quarters ended June 30, 2020 and 2019, these non-recurring fair value inputs consisted of brand, agent relationships, renewal rights, customer relations, trade names, non-compete and goodwill. To evaluate such assets for a potential impairment, we determine the fair value of the goodwill and intangible assets using a combination of a discounted cash flow approach and market approaches, which contain significant unobservable inputs and therefore are considered a Level 3 fair value measurement. The unobservable inputs in the analysis generally include future cash flow projections and a discount rate.

There were no non-recurring fair value adjustments to intangible assets and goodwill during the first two quarters of 2020 and 2019. We record any measurement period adjustments to the fair value of assets acquired and liabilities assumed, with the corresponding offset to goodwill.

NOTE 4. OTHER COMPREHENSIVE INCOME

The following table is a summary of other comprehensive income (loss) and discloses the tax impact of each component of other comprehensive income for the three and six months ended June 30, 2020 and 2019, respectively:

 

 

 

For the Three Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

 

(in thousands)

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized losses on investments, net

 

$

14,823

 

 

$

(3,431

)

 

$

11,392

 

 

$

7,068

 

 

$

(1,293

)

 

$

5,775

 

Reclassification adjustment of realized losses (gains) included in net income

 

 

38

 

 

 

(9

)

 

 

29

 

 

 

59

 

 

 

(11

)

 

 

48

 

Effect on other comprehensive income

 

$

14,861

 

 

$

(3,440

)

 

$

11,421

 

 

$

7,127

 

 

$

(1,304

)

 

$

5,823

 

 

 

 

For the Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

 

(in thousands)

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized losses on investments, net

 

$

16,850

 

 

$

(3,900

)

 

$

12,950

 

 

$

15,104

 

 

$

(3,617

)

 

$

11,487

 

Reclassification adjustment of realized losses (gains) included in net income

 

 

(22

)

 

 

5

 

 

 

(17

)

 

 

394

 

 

 

(95

)

 

 

299

 

Effect on other comprehensive income

 

$

16,828

 

 

$

(3,895

)

 

$

12,933

 

 

$

15,498

 

 

$

(3,712

)

 

$

11,786

 

 

13


 

NOTE 5. LEASES

The Company has entered into operating and financing leases primarily for real estate and vehicles. The Company will determine whether an arrangement is a lease at inception of the agreement. The operating leases have terms of one to ten years, and often include one or more options to renew. These renewal terms can extend the lease term from two to ten years, and are included in the lease term when it is reasonably certain that the Company will exercise the option. The Company considers these options in determining the lease term used in establishing our right-of-use assets and lease obligations. The Company lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Because the rate implicit in each operating lease is not readily determinable, the Company uses its incremental borrowing rate to determine present value of the lease payments. The Company used the implicit rates within the finance leases.

Components of the Company’s lease costs for the three and six months ended June 30, 2020 and 2019 are as follows (in thousands):

 

 

 

Three Months Ended June 30, 2020

 

 

Three Months Ended June 30, 2019

 

Amortization of ROU assets - Finance leases

 

$

21

 

 

$

18

 

Interest on lease liabilities - Finance leases

 

 

5

 

 

 

7

 

Variable lease cost (cost excluded from lease payments)

 

 

125

 

 

 

111

 

Operating lease cost (cost resulting from lease payments)

 

 

338

 

 

 

328

 

Total lease cost

 

$

489

 

 

$

464

 

 

 

 

 

Six Months Ended June 30, 2020

 

 

Six Months Ended June 30, 2019

 

Amortization of ROU assets - Finance leases

 

$

43

 

 

$

38

 

Interest on lease liabilities - Finance leases

 

 

11

 

 

 

14

 

Variable lease cost (cost excluded from lease payments)

 

 

256

 

 

 

221

 

Operating lease cost (cost resulting from lease payments)

 

 

685

 

 

 

588

 

Total lease cost

 

$

995

 

 

$

861

 

 

Supplemental cash flow information and non-cash activity related to our operating and financing leases as of June 30, 2020 and 2019 are as follows (in thousands):

 

 

 

June 30, 2020

 

 

June 30, 2019

 

Finance lease - Operating cash flows

 

$

11

 

 

$

16

 

Finance lease - Financing cash flows

 

$

36

 

 

$

47

 

 

 

 

 

 

 

 

 

 

Operating lease - Operating cash flows (fixed payments)

 

$

720

 

 

$

341

 

Operating lease - Operating cash flows (liability reduction)

 

$

507

 

 

$

276

 

 

Supplemental balance sheet information related to our operating and financing leases as of June 30, 2020 are as follows (in thousands):

 

 

 

Balance Sheet

Classification

 

June 30, 2020

 

Right-of-use assets - operating

 

Other assets

 

$

6,377

 

Right-of-use assets - finance

 

Other assets

 

$

259

 

Lease Liability (1) - operating

 

Accounts payable and other liabilities

 

$

(8,083

)

Lease Liability - finance

 

Accounts payable and other liabilities

 

$

(288

)

 

 

 

 

 

 

 

(1) Includes $1.3 million in lease incentives received in the first quarter of 2019.

 

 

Weighted-average remaining lease term and discount rate for our operating and financing leases as of June 30, 2020 are as follows:

 

 

 

June 30, 2020

 

Weighted average lease term - Finance leases

 

3.18 yrs.

 

Weighted average lease term - Operating leases

 

7.41 yrs.

 

Weighted average discount rate - Finance leases

 

 

7.1

%

Weighted average discount rate - Operating leases

 

 

5.3

%

 

14


 

Maturities of lease liabilities by fiscal year for our operating and financing leases as of June 30, 2020 are as follows (in thousands):

 

 

 

June 30, 2020

 

2020 remaining

 

$

765

 

2021

 

 

1,548

 

2022

 

 

1,566

 

2023

 

 

1,487

 

2024

 

 

1,112

 

Thereafter

 

 

3,694

 

Total lease payments

 

 

10,172

 

Less: imputed interest

 

 

(1,801

)

Present value of lease liabilities

 

$

8,371

 

 

NOTE 6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following at June 30, 2020 and December 31, 2019:

 

 

 

June 30, 2020

 

 

December 31, 2019

 

 

 

(In thousands)

 

Land

 

$

2,582

 

 

$

2,582

 

Building

 

 

11,390

 

 

 

11,390

 

Computer hardware and software

 

 

5,725

 

 

 

5,712

 

Office furniture and equipment

 

 

2,007

 

 

 

2,007

 

Tenant and leasehold improvements

 

 

8,133

 

 

 

8,105

 

Vehicle fleet

 

 

850

 

 

 

789

 

Total, at cost

 

 

30,687

 

 

 

30,585

 

Less: accumulated depreciation and amortization

 

 

(10,689

)

 

 

(9,832

)

Property and equipment, net

 

$

19,998

 

 

$

20,753

 

 

Depreciation and amortization expense for property and equipment was $425,000 and $1.0 million for the three months ended June 30, 2020 and 2019, respectively and $857,000 and $1.6 million for the six months ended June 30, 2020 and 2019, respectively. The Company’s real estate consists of 15 acres of land and five buildings with a gross area of 229,000 square feet and a parking garage.

NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS

 

Goodwill and Intangible Assets

 

At June 30, 2020 and December 31, 2019 goodwill was $152.5 million and intangible assets were $65.5 million and $68.6 million, respectively. The Company has determined the useful life of the other intangible assets to range between 2.5-15 years. The Company has recorded $1.3 million relating to insurance licenses and has classified the licenses as an indefinite lived intangible asset which is subject to annual impairment testing concurrent with goodwill.

 

 

 

Goodwill

 

 

 

(in thousands)

 

Balance as of December 31, 2019

 

$

152,459

 

Goodwill acquired

 

 

Impairment

 

 

Balance as of June 30, 2020

 

$

152,459

 

 

Our annual goodwill impairment analysis was performed as of October 1, 2019. Management had determined that an impairment review was appropriate for the first quarter of 2020 given the potential impact of the COVID-19 pandemic. We qualitatively assessed whether it was more likely than not that the goodwill and indefinite-lived assets were impaired as of March 31, 2020. For the second quarter of 2020 there had been no change in the Company’s qualitative assessment results for its goodwill assessment, and based on that assessment management determined that our goodwill and indefinite-lived assets are not impaired for the period ended June 30, 2020.

15


 

Other Intangible Assets

Our intangible assets consist of brand, agent relationships, renewal rights, customer relations, trade names, non-competes and insurance licenses. Finite-lived intangibles assets are amortized over their useful lives from 2.5 to fifteen years.

Amortization expense of our intangible assets was $1.6 million and $2.1 million for the three months ended June 30, 2020 and 2019, respectively, and $3.2 million and $4.2 million for the six months ended June 30, 2020 and 2019, respectively. No impairment in the value of amortizing or non-amortizing intangible assets was recognized during the three months ended June 30, 2020 or 2019.

Estimated annual pretax amortization of intangible assets for each of the next five years and thereafter is as follows (in thousands):

 

Year

 

Amount(1)

 

2020 - remaining

 

$

3,183

 

2021

 

$

6,351

 

2022

 

$

6,351

 

2023

 

$

6,351

 

2024

 

$

6,351

 

Thereafter

 

$

35,559

 

Total

 

$

64,146

 

 

 

(1)

Excludes insurance licenses valued at $1.3 million and classified as an indefinite lived intangible which is subject to annual impairment testing and not amortized.

NOTE 8. OTHER ASSETS

The following table summarizes the Company’s other assets for the periods indicated:

 

Description

 

June 30, 2020

 

 

December 31, 2019

 

 

 

(In thousands)

 

Other amounts receivable

 

 

8,876

 

 

 

1,185

 

State underwriting pooling & assoc.

 

 

4,213

 

 

 

3,165

 

Prepaid expense

 

 

4,057

 

 

 

3,999

 

Right to use assets

 

 

6,636

 

 

 

6,645

 

Other assets

 

 

306

 

 

 

1,328

 

Premium tax

 

 

4,716

 

 

 

1,788

 

Total other assets

 

$

28,804

 

 

$

18,110

 

 

Recorded in other amounts receivable are two Secured Promissory Notes (“Notes”) that a single debtor made in January 2020 in favor of the Company, in the amount of $3.75 million each. The Notes mature on February 1, 2023 and bear an 8% interest rate per annum, with principal payments in equal installments of $300,000 due on the first day of each month commencing on June 1, 2021. Interest payments commenced on March 1, 2020. A Security Agreement that collateralizes the Notes was entered into at the time of issuance. The debtor has the right to prepay the note in part or whole after the 27th month of current payments of principal and interest without penalties or fees.

NOTE 9. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share (“EPS”) for the periods indicated.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders (000's)

 

$

4,132

 

 

$

721

 

 

$

11,752

 

 

$

7,685

 

Weighted average shares outstanding

 

 

27,876,801

 

 

 

29,346,234

 

 

 

28,212,735

 

 

 

29,442,363

 

Basic earnings per share:

 

$

0.15

 

 

$

0.02

 

 

$

0.42

 

 

$

0.26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders (000's)

 

$

4,132

 

 

$

721

 

 

$

11,752

 

 

$

7,685

 

Weighted average shares outstanding

 

 

27,876,801

 

 

 

29,346,234

 

 

 

28,212,735

 

 

 

29,442,363

 

Weighted average dilutive shares

 

 

36,895

 

 

 

6,562

 

 

 

18,539

 

 

 

5,305

 

Total weighted average dilutive shares

 

 

27,913,696

 

 

 

29,352,796

 

 

 

28,231,273

 

 

 

29,447,668

 

Diluted earnings per share:

 

$

0.15

 

 

$

0.02

 

 

$

0.42

 

 

$

0.26

 

 

16


 

NOTE 10. DEFERRED REINSURANCE CEDING COMMISSION

The Company defers reinsurance ceding commission income, which is amortized over the effective period of the related insurance policies. For the quarter ended June 30, 2020 and 2019, the Company allocated ceding commission income of $11.3 million and $12.1 million to policy acquisition costs and $3.6 million and $4.0 million to general and administrative expense, respectively. For the six months ended June 30, 2020 and 2019, the Company allocated ceding commission income of $21.7 million and $25.0 million to policy acquisition costs and $7.1 million and $8.3 million to general and administrative expense, respectively.

The table below depicts the activity with regard to deferred reinsurance ceding commission during the three and six months ended June 30, 2020 and 2019.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Beginning balance of deferred ceding commission income

 

$

34,380

 

 

$

40,474

 

 

$

37,464

 

 

$

44,996

 

Ceding commission deferred

 

 

15,074

 

 

 

10,389

 

 

 

25,919

 

 

 

23,036

 

Less: ceding commission earned

 

 

(14,892

)

 

 

(16,158

)

 

 

(28,821

)

 

 

(33,327

)

Ending balance of deferred ceding commission income

 

$

34,562

 

 

$

34,705

 

 

$

34,562

 

 

$

34,705

 

 

NOTE 11. DEFERRED POLICY ACQUISITION COSTS

The Company incurs incremental policy acquisition costs that vary with, and are directly related to, the production of new business. Policy acquisition costs consist of the following four items: (i) commissions paid to outside agents at the time of policy issuance; (ii) policy administration fees paid to a third-party administrator at the time of policy issuance; (iii) premium taxes; and (iv) inspection fees. The Company capitalizes incremental policy acquisition costs that are directly related to the successful efforts of acquiring new or renewed insurance contracts to the extent recoverable, then the Company amortizes those costs over the contract period of the related policy. The Company defers the incurred incremental policy acquisition costs, commonly referred to as deferred policy acquisition costs (“DPAC”), which are amortized over the effective period of the related insurance policies.

The Company anticipates that its DPAC costs will be fully recoverable in the near term. The table below depicts the activity with regard to DPAC during the three and six months ended June 30, 2020 and 2019.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Beginning Balance

 

$

74,895

 

 

$

69,883

 

 

$

77,211

 

 

$

73,055

 

Policy acquisition costs deferred

 

 

48,173

 

 

 

35,271

 

 

 

86,304

 

 

 

73,901

 

Amortization

 

 

(41,478

)

 

 

(31,090

)

 

 

(81,925

)

 

 

(72,892

)

Ending Balance

 

$

81,590

 

 

$

74,064

 

 

$

81,590

 

 

$

74,064

 

 

NOTE 12. INCOME TAXES

For the three months ended June 30, 2020 and 2019, the Company recorded $1.1 million and $0.4 million, respectively, of income tax expense which corresponds to effective tax rates of 21.2% and 33.8%, respectively. For the six months ended June 30, 2020 and 2019, the Company recorded $4.3 million and $2.7 million, respectively, of income tax expense which corresponds to effective tax rates of 26.7% and 26.3%, respectively. Effective tax rates are dependent upon components of pre-tax earnings and the related tax effects. The effective tax rates for calendar years 2020 and 2019 were affected by various permanent tax differences, predominately disallowed executive compensation deductions which were further limited in 2018 and future years upon the enactment of H.R.1, commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”). Additionally, the state effective income tax rate fluctuated as a result of changes in the geographic dispersion of our business and a state income tax refund received in the second quarter. The effective tax rate can fluctuate throughout the year as estimates used in the tax provision for each quarter are updated as more information becomes available throughout the year.

17


 

The table below summarizes the significant components of our net deferred tax liability for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2020

 

 

December 31, 2019

 

Deferred tax assets:

 

(In thousands)

 

Unearned premiums

 

$

8,274

 

 

$

12,585

 

Unearned commission

 

 

8,000

 

 

 

8,671

 

Tax-related discount on loss reserve

 

 

2,668

 

 

 

2,716

 

Stock-based compensation

 

 

527

 

 

 

297

 

Accrued expenses

 

 

1,987

 

 

 

757

 

Leases

 

 

334

 

 

 

331

 

Other

 

 

1,908

 

 

 

1,890

 

Total deferred tax asset

 

 

23,698

 

 

 

27,247

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Deferred acquisition costs

 

 

18,885

 

 

 

17,871

 

Prepaid expenses

 

 

268

 

 

 

153

 

Unrealized gains

 

 

6,090

 

 

 

2,195

 

Property and equipment

 

 

1,176

 

 

 

1,029

 

Note discount

 

 

404

 

 

 

478

 

Basis in purchased investments

 

 

76

 

 

 

100

 

Basis in purchased intangibles

 

 

16,286

 

 

 

16,977

 

Other

 

 

1,470

 

 

 

1,067

 

Total deferred tax liabilities

 

 

44,655

 

 

 

39,870

 

Net deferred tax liability

 

$

(20,957

)

 

$

(12,623

)

 

In April 2019, the Company was notified by the tax authority that the federal income tax returns for the years 2015, 2016 and 2017 will be examined. The Company does not believe the examination results will have an adverse impact on the condensed consolidated financial statements.

At June 30, 2020 and December 31, 2019, we had no significant uncertain tax positions or unrecognized tax benefits that, if recognized, would impact the effective income tax rate.

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted on March 27, 2020 in the United States. The CARES Act and related notices include several significant provisions, including delaying certain payroll tax payments, mandatory transition tax payments under the TCJ Act, and estimated income tax payments that we are deferring to future periods. We do not currently expect the CARES Act to have a material impact on our financial results, including on our annual estimated effective tax rate or on our liquidity. We will continue to monitor and assess the impact the CARES Act and similar legislation may have on our business and financial results.

NOTE 13. REINSURANCE

Overview

The Company’s reinsurance program is designed, utilizing the Company’s risk management methodology, to address its exposure to catastrophes or large non-catastrophic losses. The Company’s program provides reinsurance protection for catastrophes including hurricanes, tropical storms, tornadoes and winter storms. The Company’s reinsurance agreements are part of its catastrophe management strategy, which is intended to provide its stockholders an acceptable return on the risks assumed in its property business, and to reduce variability of earnings, while providing protection to the Company’s policyholders.

In order to limit our potential exposure to catastrophic events, we purchase significant reinsurance from third party reinsurers. The catastrophe reinsurance may be on an excess of loss or quota share basis. We also purchase reinsurance for non-catastrophe losses on a quota share, per risk or facultative basis. Purchasing a sufficient amount of reinsurance to cover catastrophic losses from single or multiple events or significant non-catastrophe losses is an important part of our risk strategy, and premiums ceded to reinsurers is one of our largest costs. Reinsurance involves transferring, or “ceding”, 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 liable for the entire insured loss.

Our reinsurance agreements are prospective contracts. We record an asset, prepaid reinsurance premiums, and a liability, reinsurance payable, for the entire contract amount upon commencement of our new reinsurance agreements. We amortize our catastrophe reinsurance premiums over the 12-month contract period, which generally begins on June 1, on a straight-line basis. Our quota share reinsurance is amortized over the 12-month contract period and is currently on a calendar basis.

18


 

In the event that we incur losses and loss adjustment expenses recoverable under our reinsurance program, we record amounts recoverable from our reinsurers on paid losses plus an estimate of amounts recoverable on unpaid losses. The estimate of amounts recoverable on unpaid losses is a function of our liability for unpaid losses associated with the reinsured policies; therefore, the amount changes in conjunction with any changes to our estimate of unpaid losses. As a result, a reasonable possibility exists that an estimated recovery may change significantly in the near term from the amounts included in our consolidated financial statements.

Our insurance regulators and rating agency require all insurance companies, like us, to have a certain amount of capital and reinsurance coverage in order to cover losses and loss adjustment expenses upon the occurrence of a catastrophic event. Our 2020-2021 reinsurance program provides reinsurance in excess of our state regulator and rating agency requirements. The nature, severity and location of the event giving rise to such a probable maximum loss differs for each insurer depending on the insurer’s portfolio of insured risks, including, among other things, the geographic concentration of insured value within such portfolio. As a result, a particular catastrophic event could be a one-in-100-year loss event for one insurance company while having a greater or lesser probability of occurrence for another insurance company. We also purchase reinsurance coverage to protect against the potential for multiple catastrophic events occurring in the same year. We share portions of our reinsurance program coverage among our insurance company affiliates.

Catastrophe Excess of Loss Reinsurance

Effective June 1, 2020, we entered into catastrophe excess of loss reinsurance agreements covering Heritage Property & Casualty Insurance Company (“Heritage P&C”), Zephyr Insurance Company (“Zephyr”) and Narragansett Bay Insurance Company (“NBIC”). The catastrophe reinsurance programs are allocated amongst traditional reinsurers, the Florida Hurricane Catastrophe Fund (“FHCF”) and Osprey Re Ltd (“Osprey”), our captive reinsurer. The FHCF covers Florida risks only and we elected to participate at 90%. Our third-party reinsurers are either rated “A-” or higher by A.M. Best or S&P or are fully collateralized, to reduce credit risk.

The reinsurance program, which is segmented into layers of coverage, protects the Company for excess property catastrophe losses and loss adjustment expenses. The 2020-2021 reinsurance program provides first event coverage up to $1.35 billion for Heritage P&C, first event coverage up to $965.0 million for NBIC, and first event coverage up to $690.0 million for Zephyr. Our first event retention in a 1 in 100 year event would include retention for the respective insurance company as well as any retention by Osprey. The first event maximum retention up to a 1 in 100 year event for each insurance company subsidiary is as follows: Heritage P&C – $20.0 million; Zephyr – $20.0 million; NBIC – $13.3 million. In a 1 to 100 year event and including Osprey’s retention, the range of loss depending upon the geographic region affected would be between an additional $22.1 million to $41.8 million above the amounts noted for the insurance company retentions.

The majority of our program was placed on a cascading basis which provides greater horizontal protection in a multiple small events scenario and features additional coverage enhancements.

We are responsible for all losses and loss adjustment expenses in excess of our reinsurance program. For second or subsequent catastrophic events, our total available coverage depends on the magnitude of the first event, as we may have coverage remaining from layers that were not previously fully exhausted. An aggregate of $2.6 billion of limit purchased in 2020 includes reinstatement through the purchase of reinstatement premium protection. In total, we have purchased $2.6 billion of potential reinsurance coverage, including our retention, for multiple catastrophic events. The amount of coverage, however, will be subject to the severity and frequency of such events.

The Company's estimated net cost for the 2020-2021 catastrophe reinsurance programs is approximately $272.1 million.

Gross Quota Share Reinsurance

NBIC did not enter into a gross quota share reinsurance program for the contract term beginning June 1, 2019, nor was a gross quota share reinsurance program entered into in 2020. For the 2018 contract term, NBIC purchased an 8% gross quota share reinsurance treaty effective June 1, 2018 through May 31, 2019 which provided ground up loss recoveries of up to $1.0 billion.

Net Quota Share Reinsurance

Our Net Quota Share coverage is proportional reinsurance, which applies to business underwritten by NBIC, for which certain of our other reinsurance (property catastrophe excess of loss and the second layer of the general excess of loss) inures to the quota share program. An occurrence limit of $20.0 million for catastrophe losses is in effect on the quota share program, subject to certain aggregate loss limits that vary by reinsurer. The amount and rate of ceding commissions slide, within a prescribed minimum and maximum, depending on loss performance. The Net Quota Share program was renewed on December 31, 2019 ceding 56% of the net premiums and losses and 5% of the prior year quota share is in run off.

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Aggregate Coverage

$976.0 million of limit is structured on an aggregate basis (Top and Aggregate, Layer 1, Layer 2, Layer 3, Layer 4, Multi-Zonal and northeast only). To the extent that this coverage is not fully exhausted in the first catastrophic event, it provides coverage commencing at its reduced retention for second and subsequent events where underlying coverage has been previously exhausted. The Company purchased reinstatement premium protection for $621.0 million of this coverage, which can be reinstated one time. Layers (with exception to FHCF) are “net” of a $40.0 million attachment point. Layers inure to the subsequent layers if the aggregate limit of the preceding layer(s) is exhausted, and a portion of the subsequent layer cascades down in its place.

Additionally, for business underwritten by NBIC, we placed 42.5% of an aggregate contract to cover, all catastrophe losses excluding named storms from December 1, 2019 to March 31, 2020. The limit on the contract was $20.0 million, with a retention of $20.0 million and franchise deductible of $1.0 million. This program was not replaced.

We placed 100% of an occurrence contract for our business underwritten by NBIC which covers all catastrophe losses excluding named storms, on December 31, 2019, expiring December 31, 2020. The limit on the contract is $20.0 million with a retention of $20.0 million and has one reinstatement available.

Per Risk Coverage

For losses arising from business underwritten by Heritage P&C and losses arising from commercial residential business underwritten by NBIC, excluding losses from named storms, the Company purchased property per risk coverage for losses and loss adjustment expenses in excess of $1.0 million per claim. The limit recovered for an individual loss is $9.0 million and total limit for all losses is $27.0 million. There are two reinstatements available with additional premium due based on the amount of the layer exhausted. For losses arising from commercial residential business underwritten by NBIC, the Company purchased property per risk coverage for losses and loss adjustments expenses in excess of $750,000 per claim. The limit recovered for an individual loss is $250,000 and total limit for all losses is $750,000. There are two reinstatements available with additional premium due based on the amount of the layer exhausted.

In addition, the Company purchased facultative reinsurance for losses in excess of $10.0 million for any properties it insured where the total insured value exceeded $10.0 million. This coverage applies to losses arising from business underwritten by Heritage P&C and losses arising commercial residential business underwritten by NBIC, excluding losses from named storms.

General Excess of Loss

Our general excess of loss reinsurance protects business underwritten by NBIC and Zephyr multi-peril policies from single risk losses. The coverage is in two layers in excess of our retention of the first $400,000 of loss. The first layer is $350,000 excess $400,000 for property and casualty and the second layer for property is $2.75 million excess $750,000. The second layer for casualty is $1.25 million excess $750,000. This coverage was in place from July 1, 2019 through June 30, 2020.

In addition, we purchased facultative reinsurance for losses underwritten by NBIC in excess of $3.5 million.

Effect of Reinsurance

The Company’s reinsurance arrangements had the following effect on certain items in the condensed consolidated statement of income for the three and six months ended June 30, 2020 and 2019:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

 

(In thousands)

 

Premium written:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

$

290,432

 

 

$

254,840

 

 

$

519,534

 

 

$

465,188

 

Ceded

 

 

(327,962

)

 

 

(312,600

)

 

 

(358,599

)

 

 

(359,442

)

Net

 

$

(37,530

)

 

$

(57,760

)

 

$

160,935

 

 

$

105,746

 

Premiums earned:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

$

241,792

 

 

$

229,958

 

 

$

476,508

 

 

$

458,548

 

Ceded

 

 

(112,735

)

 

 

(115,875

)

 

 

(221,445

)

 

 

(234,774

)

Net

 

$

129,057

 

 

$

114,083

 

 

$

255,063

 

 

$

223,774

 

Loss and Loss Adjustment Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

$

139,311

 

 

$

162,390

 

 

$

246,676

 

 

$

274,566

 

Ceded

 

 

(60,442

)

 

 

(88,091

)

 

 

(99,626

)

 

 

(138,128

)

Net

 

$

78,869

 

 

$

74,299

 

 

$

147,050

 

 

$

136,438

 

 

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NOTE 14. RESERVE FOR UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES

The Company determines the reserve for unpaid losses and loss adjustment expenses (“LAE”) on an individual-case basis for all incidents reported. The liability also includes amounts which are commonly referred to as incurred but not reported, or “IBNR”, claims as of the balance sheet date.

The table below summarizes the activity related to the Company’s reserve for unpaid losses and LAE:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Balance, beginning of period

 

$

607,177

 

 

$

404,484

 

 

$

613,533

 

 

$

432,359

 

Less: reinsurance recoverable on unpaid losses

 

 

387,637

 

 

 

214,471

 

 

 

393,630

 

 

 

250,507

 

Net balance, beginning of period

 

 

219,540

 

 

 

190,013

 

 

 

219,903

 

 

 

181,852

 

Incurred related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year

 

 

83,822

 

 

 

75,623

 

 

 

156,153

 

 

 

138,348

 

Prior years

 

 

(4,953

)

 

 

(1,324

)

 

 

(9,103

)

 

 

(1,910

)

Total incurred

 

 

78,869

 

 

 

74,299

 

 

 

147,050

 

 

 

136,438

 

Paid related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year

 

 

55,372

 

 

 

34,793

 

 

 

76,608

 

 

 

43,155

 

Prior years

 

 

26,689

 

 

 

22,130

 

 

 

73,997

 

 

 

67,746

 

Total paid

 

 

82,061

 

 

 

56,923

 

 

 

150,605

 

 

 

110,901

 

Net balance, end of period

 

 

216,348

 

 

 

207,389

 

 

 

216,348

 

 

 

207,389

 

Plus: reinsurance recoverable on unpaid losses

 

 

404,370

 

 

 

223,023

 

 

 

404,370

 

 

 

223,023

 

Balance, end of period

 

$

620,718

 

 

$

430,412

 

 

$

620,718

 

 

$

430,412

 

 

As of June 30, 2020, the Company reported $216.3 million in unpaid losses and loss adjustment expenses, net of reinsurance which included $160.2 million attributable to IBNR net of reinsurance recoverable, or 74.1% of net reserves for unpaid losses and loss adjustment expenses.

NOTE 15. LONG-TERM DEBT

Convertible Senior Notes

In August 2017 and September 2017, the Company issued in aggregate $136.8 million of 5.875% Convertible Senior Notes (“Convertible Notes”) maturing on August 1, 2037, unless earlier repurchased, redeemed or converted. Interest is payable semi-annually in arrears, on February 1, and August 1 of each year, commencing in 2018.

As of June 30, 2020, the Company had $21.7 million of the Convertible Notes outstanding, net of issuance and debt discount costs in aggregate of approximately, $1.7 million. For the six months ended June 30, 2020 and 2019, the Company made in aggregate interest payments of approximately $1.4 million and $1.5 million respectively on the Convertible Notes.

Debt Extinguishment

On February 19, 2019, the Company reacquired $5.8 million of its outstanding Convertible Notes for approximately $2.9 million, which was paid in cash and the issuance of 285,201 shares of the Company’s common stock valued at $4.2 million. The repurchase resulted in a $48,000 non-operating loss.

Senior Secured Credit Facility

In December 2018, the Company entered into a five-year, $125.0 million credit agreement (as amended to date, the “Credit Agreement”) with a syndicate of lenders consisting of a $75.0 million senior secured term loan facility (the “Term Loan Facility”) and a $50.0 million senior secured revolving credit facility (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Credit Facilities”).

Term Loan Facility: The principal amount of the Term Loan Facility amortizes in quarterly installments, beginning with the close of the fiscal quarter ending March 31, 2019, in an amount equal to $1.9 million per quarter, with the remaining balance payable at maturity. As of December 31, 2019, there was $69.4 million in aggregate principal outstanding on the Term Loan Facility. The December 31, 2019 quarterly principal payment in the amount of $1.9 million was processed by the lender on January 2, 2020. As of June 30, 2020, the balance of the term loan was $65.6 million. For the six months ended June 30, 2020 and 2019, the Company made interest payments of approximately $1.6 million and $1.8 million on the term loan, respectively. The June 30, 2020 quarterly principal payment in the amount of $1.9 million was processed by the lender on July 1, 2020.

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Revolving Credit Facility: The Revolving Credit Facility allows for borrowings of up to $50.0 million inclusive of a $5.0 million sublimit for the issuance of letters of credit and a $10.0 million sublimit for swingline loans. As of June 30, 2020, and December 31, 2019, the Company had $10.0 million of borrowings and no letters of credit outstanding under the Revolving Credit Facility. For the six months ended June 30, 2020 and 2019, the Company made interest payments of $331,928 and $350,729 under the revolving credit facility, respectively.

On April 27, 2020, the Company amended its Credit Agreement by entering into the Second Amendment to Credit Agreement (the “Second Amendment”) with the lenders from time to time party to the Credit Agreement, and Regions Bank, as administrative agent and collateral agent. The Second Amendment modified the negative covenants in the Credit Agreement to permit the Company to make acquisitions and investments if, after giving effect to the acquisition or investment, either (1) the Company has an aggregate of $25.0 million in cash and availability under the revolving credit facility or (2) the consolidated leverage ratio under the Credit Agreement is at least a quarter turn less than the required ratio for the trailing four quarters. The amendment gives the Company more flexibility to make acquisitions and investments in the future. All other material terms of the Credit Agreement remain unchanged.

On June 1, 2020, the Company amended the Credit Agreement by entering into the Third Amendment to Credit Agreement (the “Third Amendment”) with the lenders from time to time party to the Credit Agreement, and Regions Bank, as administrative agent and collateral agent.  The Third Amendment modified the Credit Agreement to increase the letter of credit sublimit from $5 million to $40 million and to make related modifications to certain of the negative covenants in the Credit Agreement.

At June 30, 2020, the Company’s effective interest rate for the Term Loan Facility was 4.10% and 4.36% for the Revolving Credit Facility, respectively. The Company monitors the rates prior to the reset date which allows it to establish if the payment is monthly or quarterly based on the most beneficial rate used to calculate the interest payment.

Mortgage Loan

In October 2017, the Company and its subsidiary, Skye Lane Properties LLC, jointly obtained a commercial real estate mortgage loan in the amount of $12.7 million, bearing interest of 4.95% per annum and maturing on October 30, 2027. On October 30, 2022, the interest rate shall adjust to an interest rate equal to the annualized interest rate of the United States 5-year Treasury Notes as reported by Federal Reserve on a weekly average basis plus 3.10%. The Company makes monthly principal and interest payments towards the loan. For each of the respective six month periods ended June 30, 2020 and 2019, the Company made principal and interest payments of approximately $446,000 on the mortgage loan.

FHLB Loan Agreements

In December 2018, a subsidiary of the Company received a 3.094% fixed interest rate cash loan of $19.2 million from the Federal Home Loan Bank (“FHLB”) Atlanta. In connection with the loan agreement, the subsidiary became a member of FHLB. Membership in the FHLB required an investment in FHLB’s common stock which was purchased in December 2018 and valued at $1.4 million. Additionally, the transaction required the acquired FHLB common stock and certain other investments to be pledged as collateral. For the six months ended June 30, 2020, the fair value of the collateralized securities was $19.4 million and the equity investment in FHLB common stock was $1.4 million. For the six months ended June 30, 2020 and 2019, the Company made quarterly interest payments as per the terms of the loan agreement of $301,975 and $300,325, respectively. As of June 30, 2020, and December 31, 2019, the Company also holds common stock from FHLB Des Moines, and FHLB Boston valued at $146,300 and $76,600, respectively.

 

 

 

The following table summarizes the Company’s debt and credit facilities as of June 30, 2020 and December 31, 2019:

 

 

 

June 30, 2020

 

 

December 31, 2019

 

 

 

(in thousands)

 

Convertible debt

 

$

23,413

 

 

$

23,413

 

Mortgage loan

 

 

11,974

 

 

 

12,117

 

Term loan facility

 

 

65,625

 

 

 

69,375

 

Revolving credit facility

 

 

10,000

 

 

 

10,000

 

FHLB loan agreement

 

 

19,200

 

 

 

19,200

 

Total principal amount

 

$

130,212

 

 

$

134,105

 

Less: unamortized discount and issuance costs

 

$

4,156

 

 

$

4,857

 

Total long-term debt

 

$

126,056

 

 

$

129,248

 

 

As of the date of this report, we were in compliance with the applicable terms of all our covenants and other requirements under the Credit Agreement, Convertible Notes indenture, cash borrowings and other loans. Our ability to secure future debt financing depends, in part, on our ability to remain in such compliance. Provided there is no default or an event of default, we are permitted to payout dividends in an aggregate amount not to exceed $10.0 million in any fiscal year.

 

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The schedule of principal payments on long-term debt as of June 30, 2020 is as follows:

 

Year

 

Amount

 

 

 

(In thousands)

 

2020 remaining

 

$

5,772

 

2021

 

 

7,806

 

2022

 

 

7,822

 

2023

 

 

74,539

 

2024

 

 

354

 

Thereafter

 

 

33,919

 

Total

 

$

130,212

 

 

NOTE 16. ACCOUNTS PAYABLE AND OTHER LIABILITIES

Accounts payable and other liabilities consist of the following as of June 30, 2020 and December 31, 2019:

 

Description

 

June 30, 2020

 

 

December 31, 2019

 

 

 

(In thousands)

 

Deferred ceding commission

 

$

34,562

 

 

$

37,464

 

Accounts payable and other payables

 

 

7,767

 

 

 

7,225

 

Lease obligations

 

 

8,371

 

 

 

8,369

 

Accrued interest and issuance costs

 

 

829

 

 

 

1,052

 

Accrued dividends

 

 

1,693

 

 

 

1,750

 

Other liabilities

 

 

183

 

 

 

387

 

Commission payables

 

 

14,708

 

 

 

14,798

 

Total other liabilities

 

$

68,113

 

 

$

71,045

 

 

NOTE 17. STATUTORY ACCOUNTING AND REGULATIONS

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, restrict the allowable investment types and investment mixes, and subject the Company’s insurers to assessments.

The Company’s insurance subsidiaries Heritage P&C, NBIC, Zephyr, and PIC must maintain capital and surplus ratios or balances as determined by the regulatory authority of the states in which they are domiciled. Heritage P&C is required to maintain capital and surplus equal to the greater of $15 million or 10% of their respective liabilities. Zephyr is required to maintain a deposit of $750,000 in a federally insured financial institution. NBIC is required to maintain capital and surplus of $3.0 million. The combined statutory surplus for Heritage P&C, Zephyr, NBIC and PIC was $338.7 million at June 30, 2020 and $351.8 million at December 31, 2019. State law also requires the Company’s insurance subsidiaries to adhere to prescribed premium-to-capital surplus ratios, and risk-based capital requirements with which the Company is in compliance. At June 30, 2020, our insurance subsidiaries met the financial and regulatory requirements of each of the states in which they conduct business.

NOTE 18. COMMITMENTS AND CONTINGENCIES

The Company is involved in claims-related legal actions arising in the ordinary course of business. The Company accrues amounts resulting from claims-related legal actions in unpaid losses and loss adjustment expenses during the period that it determines an unfavorable outcome becomes probable and it can estimate the amounts. Management makes revisions to its estimates based on its analysis of subsequent information that the Company receives 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.

23


 

NOTE 19. RELATED PARTY TRANSACTIONS

The Company has been party to various related party transactions involving certain of its officers, directors and significant stockholders as set forth below. The Company has entered into each of these arrangements without obligation to continue its effect in the future and the associated expense was immaterial to its results of operations or financial position as of June 30, 2020 and 2019.

 

In January 2017, the Company entered into a consulting agreement with Mrs. Shannon Lucas, the wife of the Chairman and CEO, in which she agreed to provide consulting services related to the Company’s catastrophe reinsurance and risk management program at a rate of $400 per hour. In 2019, Ms. Lucas received total cash compensation of approximately $344,400. The consulting agreement has no specific term and either party may terminate the agreement upon providing written notice. Additionally, she serves as a director of our subsidiaries Heritage Property & Casualty Insurance Company (“HPCI”) and NBIC. Ms. Lucas’ annual compensation for her role as a director is $150,000. For the three and six months ended June 30, 2020 and 2019, the Company paid consulting fees to Ms. Lucas of approximately $93,000 and $71,000, respectively and $117,000 and $173,000, respectively.

 

In July 2019, the Board of Directors appointed Mark Berset to the Board of Directors of the Company. Berset is also the Chief Executive Officer of Comegys Insurance Agency, Inc. (“Comegys”), an independent insurance agency that writes policies for our insurance company affiliates. The Company pays commission to Comegys based upon standard industry rates consistent with those provided to the Company’s other insurance agencies. There are no arrangements or understandings between Mr. Berset and any other persons with respect to his appointment as a director. For the three and six months ended June 30, 2020 and 2019, the Company paid agency commission to Comegys of approximately $375,000 and $325,000 and $546,000 and $336,000, respectively.

NOTE 20. EMPLOYEE BENEFIT PLANS

The Company provides a 401(k) plan for substantially all employees. The Company provides a matching contribution of 100% on the first 3% of employees’ contribution and 50% on the next 2% of the employees’ contribution to the plan. The maximum match is 4%. For the three and six months ended June 30, 2020 and 2019, the contributions made to the plan on behalf of the participating employees were approximately $293,182 and $632,500 and $292,500 and $548,200, respectively.

The Company provides its employees with a partially self-insured healthcare plan and benefits. For the three months ended June 30, 2020 and 2019, incurred medical premium costs amounted to an aggregate of $1.1 million and $958,700, respectively. For the six months ended June 30, 2020 and 2019, incurred medical premium costs amounted to an aggregate of $2.0 million and $1.8 million, respectively. An additional liability of approximately $1.4 million is recorded for unpaid claims as of June 30, 2020. A stop loss reinsurance policy caps the maximum loss that could be incurred by the Company under the self-insured plan. The Company’s stop loss coverage per employee is $150,000 for which any excess cost would be covered by the reinsurer subject to an aggregate limit for losses in excess of $1.5 million which would provide up to $1.0 million of coverage. Any excess of the coverage limits would be borne by the Company. The aggregate stop loss commences once our expenses exceed 125% of the annual aggregate expected claims.

NOTE 21. EQUITY

The total amount of authorized capital stock consists of 50,000,000 shares of common stock and 5,000,000 shares of preferred stock. As of June 30, 2020, the Company had 27,738,062 shares of common stock outstanding, 9,279,839 treasury shares of common stock and 330,534 unvested shares of restricted common stock issued reflecting total paid-in capital of $332.0 million as of such date.

As more fully disclosed in our audited consolidated financial statements for the year ended December 31, 2019, there were, 28,650,918 shares of common stock outstanding, 8,349,483 treasury shares of common stock and 345,534 unvested shares of restricted common stock, representing $329.6 million of additional paid-in capital.

Common Stock

Holders of common stock are entitled to one vote for each share held on all matters subject to a vote of stockholders, subject to the rights of holders of any outstanding preferred stock. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election, subject to the rights of holders of any outstanding preferred stock. Holders of common stock will be entitled to receive ratably any dividends that the board of directors may declare out of funds legally available therefor, subject to any preferential dividend rights of outstanding preferred stock. Upon the Company’s liquidation, dissolution or winding up, the holders of common stock will be entitled to receive ratably its net assets available after the payment of all debts and other liabilities and subject to the prior rights of holders of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of the Company’s capital stock are fully paid and non-assessable.

24


 

Stock Repurchase Program

On August 1, 2018, the Company announced that its Board of Directors authorized a stock repurchase program authorizing the Company to repurchase up to $50.0 million of its common stock through December 31, 2020. For the three months ended June 30, 2020, the Company purchased 163,456 shares of its common stock for $2.0 million. For the six months ended June 30, 2020, the Company purchased 930,356 shares of its common stock for $10.0 million.

At June 30, 2020, the Company has the capacity to repurchase $23.8 million of its common shares until December 2020. In addition, the Company acquired 17,500 shares for approximately $233,000 for the six months ended June 30, 2020, respectively, that were not part of the publicly announced share repurchase authorization. These shares consisted of shares retained to cover payroll withholding taxes in connection with the vesting of restricted stock awards.

Dividends

On February 27, 2020, the Company’s Board of Directors declared a $0.06 per share quarterly dividend payable on April 3, 2020, to stockholders of record as of March 16, 2020. On May 4, 2020, the Board of Directors declared a $0.06 per share quarterly dividend payable on July 6, 2020 to stockholders of record as of June 15, 2020.

The declaration and payment of any future dividends will be subject to the discretion of the Board of Directors and will depend on a variety of factors including the Company’s financial condition and results of operations.

 

NOTE 22. STOCK-BASED COMPENSATION

Common and Restricted Stock

The Company has adopted the Heritage Insurance Holdings, Inc., Omnibus Incentive Plan (the “Plan”) effective on May 22, 2014. The Plan authorized 2,981,737 shares of common stock for issuance under the Plan for future grants.

At June 30, 2020 there were 1,558,518 shares available for grant under the Plan. The Company recognizes compensation expense under ASC 718 for its stock-based payments based on the fair value of the awards.

In April 2020, the Company entered into a Restricted Stock Award Agreement granting 10,000 shares of restricted stock (“stock award”) to an employee of the Company. The stock award vests in two equal installments of 5,000 shares on April 6, 2021 and 2022 subject to continued employment. The fair market value on the date of grant of the shares was $10.60 and the associated compensation expense will be amortized ratably over the term of the vesting period commencing on date of the grant.

The Plan authorizes the Company to grant stock options at exercise prices equal to the fair market value of the Company’s stock on the dates the options are granted. Any options granted would typically have a maximum term of ten years from the date of grant and vest primarily in equal annual installments over a range of one to five-year periods following the date of grant for employee options. If a participant’s employment relationship ends, the participant’s vested awards would remain exercisable for the shorter of a period of 30 days or the period ending on the latest date on which such award could have been exercisable. The fair value of each option grant is separately estimated for each grant date. The fair value of each option is amortized into compensation expense on a straight-line basis between the grant date for the award and each vesting date.

The Company has also granted shares of its common stock subject to certain restrictions under the Plan. Restricted stock awards granted to employee’s vest in equal installments generally over a five-year period from the grant date subject to the recipient’s continued employment. The fair value of restricted stock awards is estimated by the market price at the date of grant and amortized on a straight-line basis to expense over the period of vesting. Recipients of restricted stock awards have the right to receive dividends. 

 

 

 

Restricted stock activity for the six months ended June 30, 2020 is as follows:

 

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

 

 

Grant-Date Fair

 

 

 

Number of shares

 

 

Value per Share

 

Non-vested, at December 31, 2019

 

 

345,534

 

 

$

19.56

 

Granted

 

 

10,000

 

 

 

10.35

 

Vested

 

 

(7,500

)

 

 

13.25

 

Canceled and surrendered

 

 

(17,500

)

 

 

13.25

 

Non-vested, at June 30, 2020

 

 

330,534

 

 

$

19.76

 

 

25


 

Awards are being amortized to expense over the two to five-year vesting period. For the three months ended June 30, 2020 and 2019, Company recognized $1.4 million and $1.3 million of compensation expense, respectively. For the six months ended June 30, 2020 and 2019, the Company recognized compensation expense of $2.7 million and $2.7 million, respectively. There was approximately $2.9 million of unrecognized compensation expense related to the unvested restricted stock at June 30, 2020. The Company expects to recognize substantially all of remaining compensation expense over the next year. For the six months ended June 30, 2020, 25,000 shares of restricted stock were vested and released, all of which had been granted to employees. Of the shares released to employees, 17,500 shares were withheld by the Company to cover withholding taxes of $233,000. For the comparable period of 2019, 25,000 shares were vested and released.

NOTE 23. SUBSEQUENT EVENTS

The Company performed an evaluation of subsequent events through the date the condensed consolidated financial statements were issued and determined there were no recognized or unrecognized subsequent events that would require an adjustment or additional disclosure in the condensed consolidated financial statements as of June 30, 2020.

On July 1, 2020, Regions issued an irrevocable standby Letter of Credit in the amount of $36.0 million under the Credit Agreement in favor of our affiliated insurance companies, Heritage P&C, NBIC and Zephyr, which letter of credit bears  interest at 3.625% per annum. The letter of credit was established to provide collateral for reinsurance agreements entered into between Osprey Re and our affiliated insurance companies. Draws on the Letter of Credit are limited to covered reinsurance losses pursuant to the aforementioned reinsurance agreements.

On August 3, 2020, the Company announced that its Board of Directors declared a $0.06 per share quarterly dividend payable on October 2, 2020 to stockholders of record as of September 15, 2020.

 

26


 

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

You should read the following discussion in conjunction with our condensed consolidated financial statements and related notes and information included and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2019 (“2019 Form 10-K”). Unless the context requires otherwise, as used in this Form 10-Q, the terms “we”, “us”, “our”, “the Company”, “our Company”, and similar references refer to Heritage Insurance Holdings, Inc., a Delaware corporation, and its subsidiaries.

FINANCIAL HIGHLIGHTS

Overview

Heritage Insurance Holdings, Inc., is a super-regional property and casualty insurance holding company that primarily provides personal and commercial residential insurance through its insurance company subsidiaries. We are vertically integrated and control or manage substantially all aspects of insurance underwriting, customer service, actuarial analysis, distribution and claims processing and adjusting.

On an admitted basis, we provide personal residential insurance in twelve eastern states and commercial residential insurance in three of those states. We also write personal residential insurance on an admitted basis in Hawaii and in California on an excess and surplus lines basis.

 

Our operating subsidiaries include, but are not limited to: Heritage Property & Casualty Insurance Company (“Heritage P&C”), which provides personal and commercial residential property insurance and commercial general liability insurance; Narragansett Bay Insurance Company (“NBIC”), which provides personal and commercial residential property insurance; Zephyr Insurance Company (“Zephyr”), which provides personal residential wind-only property and multi-peril property insurance in Hawaii; Osprey Re Ltd. (“Osprey”), our captive reinsurance subsidiary that may provide a portion of the reinsurance protection purchased by our insurance company subsidiaries; Heritage MGA, LLC, our managing general agent; NBIC Service Company, which provides services to NBIC; and Contractors’ Alliance Network, LLC (“CAN”), our vendor network manager for claims and provider of restoration, emergency and recovery services.

Impact of Coronavirus

We continue to monitor the short- and long-term impacts of COVID-19, a global pandemic that has caused a significant slowdown in the global economy beginning in March 2020. During the six months ended June 30, 2020, we saw limited impact to our business. As a residential property insurer, we view our business to be somewhat insulated, as property owners and renters generally view our products as a necessity. The majority of our gross and net premiums written are from renewals of expiring policies. New business, which accounts for a smaller portion of our revenue, may be impacted if consumers are not buying as many new homes in our geographies, but this could be partially or fully offset by increased retention in our renewal portfolio. In a prolonged recessionary and social-distancing environment, we could experience disruptions to our independent agency distribution channel, which may have a negative impact on our revenues and financial condition.  

Although we have not experienced a significant amount of payment delays, or non-payment, there may be delays in premium payments in geographies that require us to grant policyholders additional time to pay their premiums and, under prolonged recessionary economic conditions, we could experience more significant delays in premium payments and possibly non-payment of premiums.  

Global credit and financial markets have experienced extreme volatility and disruptions as a result of the COVID-19 pandemic, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. Notwithstanding these actual and potential impacts, we currently believe that our cash on hand, revolving credit facility and expected earnings give us sufficient liquidity to fund our operations. However, if we need additional liquidity at a time when equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly, and more dilutive.

Coronavirus Aid, Relief, and Economic Security Act

The CARES Act was enacted on March 27, 2020 in the United States. The CARES Act and related notices include several significant provisions, including delaying certain payroll tax payments, mandatory transition tax payments under the TCJ Act, and estimated income tax payments that we are deferring to future periods. We do not currently expect the CARES Act to have a material impact on our financial results, including on our annual estimated effective tax rate or on our liquidity. We will continue to monitor and assess the impact the CARES Act and similar legislation may have on our business and financial results.

27


 

Financial Results Highlights for the Second Quarter of 2020

 

Net income for the quarter was $4.1 million, or $0.15 per diluted share.

 

Book value per share increased to $16.67, up 11.2% from June 30, 2019 and 6.4% (12.9% annualized growth rate) from year-end 2019.

 

Gross premiums written of $290.4 million, up 14.0% year-over-year. Premiums-in-force of $994.6 million, representing a 15.3% annualized growth rate from first quarter 2020.

 

Favorable prior year reserve development of $5.0 million, representing the eighth consecutive quarter of favorable prior year reserve development.

 

Net current accident quarter weather losses of $26.8 million, including $17.6 million of net current accident quarter catastrophe losses. In the prior year quarter, net current accident quarter weather losses were $21.5 million, including catastrophe losses of $13.4 million.

 

Repurchased 163,456 shares for $2.0 million at an average price of $12.31 per share, 26.2% below second quarter 2020 book value per share. Total capital returned to shareholders of $3.7 million, including $0.06 per share regular quarterly dividend.

 

Began writing homeowners insurance in Mississippi.

Results of Operations

Comparison of the Three Months Ended June 30, 2020 and 2019

Revenue

 

 

 

For the Three Months Ended June 30,

 

(Unaudited)

 

2020

 

 

2019

 

 

$ Change

 

 

% Change

 

REVENUE:

 

(in thousands)

 

Gross premiums written

 

$

290,432

 

 

$

254,840

 

 

$

35,592

 

 

 

14

%

Change in gross unearned premiums

 

 

(48,640

)

 

 

(24,882

)

 

 

(23,758

)

 

 

95

%

Gross premiums earned

 

 

241,792

 

 

 

229,958

 

 

 

11,834

 

 

 

5

%

Ceded premiums

 

 

(112,735

)

 

 

(115,875

)

 

 

3,140

 

 

 

(3

)%

Net premiums earned

 

 

129,057

 

 

 

114,083

 

 

 

14,974

 

 

 

13

%

Net investment income

 

 

3,296

 

 

 

3,830

 

 

 

(534

)

 

 

(14

)%

Net realized gains

 

 

(38

)

 

 

1,303

 

 

 

(1,341

)

 

NM

 

Other revenue

 

 

3,697

 

 

 

3,627

 

 

 

70

 

 

 

2

%

Total revenue

 

$

136,012

 

 

$

122,843

 

 

$

13,169

 

 

 

11

%

 

NM= Not Meaningful

Gross premiums written

Gross premiums written were $290.4 million in second quarter 2020, up 14.0% from $254.8 million in the prior year quarter. The increase reflects 69.0% commercial residential growth, 11.3% personal residential growth outside Florida and 6.1% personal residential growth in Florida.

Premiums-in-force were $994.6 million in second quarter 2020, representing a 15.3% annualized growth rate from first quarter 2020. The increase stems from the same items impacting gross premiums written.

Gross premiums earned

Gross premiums earned were $241.8 million in second quarter 2020, up 5.1% from $230.0 million in the prior year quarter. The increase reflects higher gross premiums written over the past twelve months.

28


 

Ceded premiums

Ceded premiums were $112.7 million in second quarter 2020, down 2.7% from $115.9 million in the prior year quarter. The decrease is primarily attributable to a reduction in the cost of our 2019-2020 catastrophe reinsurance program and a reduction in overall quota share reinsurance coverage, partly offset by the higher cost of our 2020-2021 catastrophe reinsurance program. The higher cost of the 2020-2021 catastrophe excess-of-loss reinsurance program was partially diluted by increased use of our captive reinsurer, Osprey Re. Our gross quota share reinsurance program was reduced from 18.75% to 8.0% effective June 1, 2018 and was eliminated effective June 1, 2019, while our net quota share reinsurance program increased from 52.0% to 56.0% effective December 31, 2019. Our excess-of-loss catastrophe reinsurance programs incept on June 1st of each year and run for twelve months.

Net premiums earned

Net premiums earned were $129.1 million in second quarter 2020, up 13.1% from $114.1 million in the prior year quarter. The increase reflects higher gross premiums earned and lower ceded premiums earned, as described above.

Net investment income  

Net investment income, inclusive of realized investment gains and unrealized gains on equity securities, was $3.3 million in second quarter 2020, down $1.8 million from $5.1 million in the prior year quarter. The decrease is primarily due to unrealized gains on equity securities in the prior year quarter.

Other revenue

Other revenue of $3.7 million in second quarter 2020 was relatively flat in comparison year over year.

Total revenue

Total revenue was $136.0 million in second quarter 2020, up 10.7% from $122.8 million in the prior year quarter. The increase primarily stems from higher net premiums earned, as described above.

 

 

 

For the Three Months Ended June 30,

 

(Unaudited)

 

2020

 

 

2019

 

 

$ Change

 

 

% Change

 

OPERATING EXPENSES:

 

(in thousands)

 

Losses and loss adjustment expenses

 

 

78,869

 

 

 

74,299

 

 

 

4,570

 

 

 

6

%

Policy acquisition costs

 

 

30,237

 

 

 

27,087

 

 

 

3,150

 

 

 

12

%

General and administrative expenses

 

 

19,943

 

 

 

18,384

 

 

 

1,559

 

 

 

8

%

Total operating expenses

 

 

129,049

 

 

 

119,770

 

 

 

9,279

 

 

 

8

%

 

Losses and loss adjustment expenses

Losses and loss adjustment expenses (“LAE”) were $78.9 million in second quarter 2020, up 6.2% from $74.3 million in the prior year quarter. The increase primarily stems from higher retained weather losses in the current year quarter and lower income from vertically integrated operations, partly offset by higher favorable prior year reserve development. Weather losses in the second quarters of 2020 and 2019 were higher-than-normal.

Policy acquisition costs

Policy acquisition costs were $30.2 million in second quarter of 2020, up 11.6% from $27.1 million in the prior year quarter. The increase is primarily attributable to higher acquisition costs associated with gross premiums written growth and reduced ceding commission income. Ceding commissions decreased in the current year period due to a reduction to our overall quota share reinsurance program, as described above.

29


 

General and administrative expenses

General and administrative expenses were $19.9 million in second quarter 2020, up 8.5% from $18.4 million in the prior year quarter. The increase is primarily attributable to increased headcount associated with premium growth and lower ceding commission income associated with a reduction to our overall quota share reinsurance program, as described above.

 

 

 

For the Three Months Ended June 30,

 

(Unaudited)

 

2020

 

 

2019

 

 

$ Change

 

 

% Change

 

 

 

(in thousands, except per share and share amounts)

 

Operating income

 

 

6,963

 

 

 

3,073

 

 

 

3,890

 

 

 

127

%

Interest expense, net

 

 

1,721

 

 

 

1,984

 

 

 

(263

)

 

 

(13

)%

Other non-operating expense, net

 

 

 

 

 

 

 

 

 

 

NM

 

Income before income taxes

 

 

5,242

 

 

 

1,089

 

 

 

4,153

 

 

 

381

%

Provision for income taxes

 

 

1,110

 

 

 

368

 

 

 

742

 

 

 

202

%

Net income

 

$

4,132

 

 

$

721

 

 

$

3,411

 

 

 

473

%

Basic net income per share

 

$

0.15

 

 

$

0.02

 

 

$

0.13

 

 

 

641

%

Diluted net income per share

 

$

0.15

 

 

$

0.02

 

 

$

0.13

 

 

 

640

%

 

Interest expense, net

Net interest expense was $1.7 million in second quarter 2020 compared to $2.0 million in the prior year quarter. The decrease is associated with a lower principal amount of long-term debt, coupled with a lower blended interest rate.

Provision for income taxes

Provision for income taxes was $1.1 million in second quarter 2020 compared to $368,000 in the prior year quarter. The effective tax rate was 21.2% in second quarter 2020, 12.6 points below the prior year quarter’s 33.8% rate. The second quarter 2020 effective tax rate benefitted from a $422,000 tax year 2018 state income tax refund associated with a temporary tax reduction related to 2017 federal income tax reform. The lower effective tax rate in the current year quarter also stemmed from lower pre-tax income in the prior year quarter, which had a significant adverse impact on that period’s effective tax rate due to the impact of permanent tax differences. The effective tax rate can fluctuate throughout the year as estimates used in the quarterly tax provision are updated with additional information.

Net income

Second quarter 2020 net income was $4.1 million, up from $721,000 in the prior year quarter. The increase primarily reflects higher net premiums earned, lower net loss and expense ratios, and a lower effective tax rate, partly offset by lower investment gains.

Ratios

 

 

 

For the Three Months Ended June 30,

 

(Unaudited)

 

2020

 

 

2019

 

Ceded premium ratio

 

 

46.6

%

 

 

50.4

%

 

 

 

 

 

 

 

 

 

Net loss and LAE ratio

 

 

61.1

%

 

 

65.1

%

Net expense ratio

 

 

38.9

%

 

 

39.9

%

Net combined ratio

 

 

100.0

%

 

 

105.0

%

 

Ceded premium ratio

The ceded premium ratio was 46.6% in second quarter 2020, down 3.8 points from 50.4% in the prior year quarter. The decrease is primarily attributable to a reduction in the cost of our 2019-2020 catastrophe reinsurance program and a reduction in overall quota share reinsurance coverage, partly offset by the higher cost of our 2020-2021 catastrophe excess-of-loss reinsurance program.

Net loss and LAE ratio

The net loss ratio was 61.1% in second quarter 2020, down 4.0 points from 65.1% in the prior year quarter. The decrease primarily stems from higher favorable prior year reserve development and a lower ceded premium ratio, partly offset by lower income from vertically integrated operations and a higher current accident year weather net loss ratio.

30


 

Net expense ratio

The net expense ratio was 38.9% in second quarter 2020, down 1.0 point from 39.9% in the prior year quarter. The decrease primarily stems from modestly lower net PAC and G&A ratios, which benefited from a lower ceded premium ratio.

Net combined ratio

The net combined ratio was 100.0% in second quarter 2020, down 5.0 points from 105.0% in the prior year quarter. The decrease stems from lower net loss and expense ratios, as described above.

Comparison of the Six Months Ended June 30, 2020 and 2019

 

 

 

For the Six Months Ended June 30,

 

(Unaudited)

 

2020

 

 

2019

 

 

$ Change

 

 

% Change

 

REVENUE:

 

(in thousands)

 

Gross premiums written

 

$

519,534

 

 

$

465,188

 

 

$

54,346

 

 

 

12

%

Change in gross unearned premiums

 

 

(43,026

)

 

 

(6,640

)

 

 

(36,386

)

 

 

548

%

Gross premiums earned

 

 

476,508

 

 

 

458,548

 

 

 

17,959

 

 

 

4

%

Ceded premiums

 

 

(221,445

)

 

 

(234,774

)

 

 

13,329

 

 

 

(6

)%

Net premiums earned

 

 

255,063

 

 

 

223,774

 

 

 

31,289

 

 

 

14

%

Net investment income

 

 

6,966

 

 

 

7,502

 

 

 

(536

)

 

 

(7

)%

Net realized and unrealized gains (losses)

 

 

22

 

 

 

2,327

 

 

 

(2,306

)

 

NM

 

Other revenue

 

 

6,668

 

 

 

7,501

 

 

 

(833

)

 

 

(11

)%

Total revenue

 

$

268,719

 

 

$

241,104

 

 

$

27,614

 

 

 

11

%

 

Gross premiums written

Gross premiums written were $519.5 million for the six months ended June 30, 2020, up 11.7% from $465.2 million in the prior year period. The increase reflects 11.8% growth outside Florida and 11.5% growth in Florida, with positive growth across all states and lines of business. Commercial residential business represented 45.9% of the Florida growth.

Gross premiums earned

Gross premiums earned were $476.5 million for the six months ended June 30, 2020, up 3.9% from $458.5 million in the prior year quarter. The increase reflects higher gross premiums written over the past twelve months.

Ceded premiums earned

Ceded premiums earned were $221.4 million for the six months ended June 30, 2020, down 5.7% from $234.8 million in the prior year quarter. The decrease is primarily attributable to a reduction in the cost of our 2019-2020 catastrophe reinsurance program and a reduction in overall quota share reinsurance coverage, partly offset by the higher cost of our 2020-2021 catastrophe reinsurance program. The higher cost of the 2020-2021 catastrophe excess-of-loss reinsurance program was partially diluted by increased use of our captive reinsurer, Osprey Re. Our gross quota share reinsurance program was reduced from 18.75% to 8.0% effective June 1, 2018 and was eliminated effective June 1, 2019, while our net quota share reinsurance program increased from 52.0% to 56.0% effective December 31, 2019. Our excess-of-loss catastrophe reinsurance programs incept on June 1st of each year and run for twelve months.

Net premiums earned

Net premiums earned were $255.1 million for the six months ended June 30, 2020, up 14.0% from $223.8 million in the prior year period. The increase reflects higher gross premiums earned and lower ceded premiums earned, as described above.

Net investment income

Net investment income, inclusive of realized investment gains and unrealized gains on equity securities for the six months ended June 30, 2020, was $7.0 million, down from $9.8 million in the prior year period. The decrease is primarily due to unrealized gains on equity securities in the prior year period. Investment income on the fixed income portfolio declined by $536,000 due to lower interest rates.

Other revenue

Other revenue was $6.7 million for the six months ended June 30, 2020, down from $7.5 million in the prior year period. The decline primarily stems from a reduction in non-insurance income.

31


 

Total revenue

Total revenue was $268.7 million for the six months ended June 30, 2020, up 11.5% from $241.1 million in the prior year period. The increase primarily stems from higher net premiums earned, as described above.

 

 

 

For the Six Months Ended June 30,

 

(Unaudited)

 

2020

 

 

2019

 

 

$ Change

 

 

% Change

 

OPERATING EXPENSES:

 

(in thousands)

 

Losses and loss adjustment expenses

 

 

147,050

 

 

 

136,438

 

 

 

10,612

 

 

 

8

%

Policy acquisition costs

 

 

60,284

 

 

 

53,107

 

 

 

7,177

 

 

 

14

%

General and administrative expenses

 

 

41,661

 

 

 

36,988

 

 

 

4,673

 

 

 

13

%

Total operating expenses

 

 

248,995

 

 

 

226,533

 

 

 

22,463

 

 

 

10

%

 

Losses and loss adjustment expenses

Losses and loss adjustment expenses (“LAE”) were $147.1 million for the six months ended June 30, 2020, up $10.6 million from $136.4 million in the prior year period. The increase primarily stems from higher retained weather losses and lower cost savings from vertically integrated operations, partly offset by more favorable prior year reserve development.

Policy acquisition costs

Policy acquisition costs were $60.3 million for the six months ended June 30, 2020, up 13.5% from $53.1 million in the prior year period. The increase is primarily attributable to higher acquisition costs associated with gross premiums written growth and reduced ceding commission income. Ceding commissions decreased in the current year period due to a reduction to our overall quota share reinsurance program, as described above.

General and administrative expenses

General and administrative expenses were $41.7 million for the six months ended June 30, 2019, up 12.6% from $37.0 million in the prior year period. The increase is primarily attributable to increased headcount associated with premium growth and lower ceding commission income associated with a reduction to our overall quota share reinsurance program, as described above.

 

 

 

For the Six Months Ended June 30,

 

(Unaudited)

 

2020

 

 

2019

 

 

$ Change

 

 

% Change

 

 

 

(in thousands, except per share and share amounts)

 

Operating income

 

 

19,724

 

 

 

14,571

 

 

 

5,153

 

 

 

35

%

Interest expense, net

 

 

3,688

 

 

 

4,101

 

 

 

(413

)

 

 

(10

)%

Other non-operating expense, net

 

 

 

 

 

48

 

 

 

(48

)

 

NM

 

Income before income taxes

 

 

16,036

 

 

 

10,422

 

 

 

5,615

 

 

 

54

%

Provision for income taxes

 

 

4,284

 

 

 

2,737

 

 

 

1,547

 

 

 

57

%

Net income

 

$

11,752

 

 

$

7,685

 

 

$

4,068

 

 

 

53

%

Basic net income per share

 

$

0.42

 

 

$

0.26

 

 

$

0.16

 

 

 

60

%

Diluted net income per share

 

$

0.42

 

 

$

0.26

 

 

$

0.16

 

 

 

60

%

 

Interest expense, net

Interest expense was $3.7 million for the six months ended June 30, 2020, down $413,000 from $4.1 million in the prior year period. The year-over-year decrease stems from a lower principal amount of outstanding debt and a lower blended interest rate.

Provision for income taxes

Provision for income taxes was $4.3 million and $2.7 million for the six months ended June 30, 2020 and 2019, respectively. The effective tax rate for the current year period was 26.7%, 0.4 points higher than the prior year’s 26.3%. The higher effective tax rate relates to permanent tax differences and a higher overall state income tax rate associated with our diversification outside Florida. The effective tax rate can fluctuate throughout the year as estimates used in the quarterly tax provision are updated with additional information throughout the year.

32


 

Net income

Net income for the six months ended June 30, 2020 was $11.8 million ($0.42 per diluted share) compared to $7.7 million ($0.26 cents per diluted share) in the prior year period. The increase primarily reflects higher net premiums earned and a lower net loss ratio, partly offset by lower investment gains and other income and a modestly higher effective tax rate.

 

 

 

For the Six Months Ended June 30,

 

(Unaudited)

 

2020

 

 

2019

 

Ceded premium ratio

 

 

46.5

%

 

 

51.2

%

 

 

 

 

 

 

 

 

 

Net loss and LAE ratio

 

 

57.7

%

 

 

61.0

%

Net expense ratio

 

 

40.0

%

 

 

40.3

%

Net combined ratio

 

 

97.6

%

 

 

101.3

%

Ceded premium ratio

The ceded premium ratio was 46.5% for the six months ended June 30, 2020, down 4.7 points from 51.2 % in the prior year period. The decrease is primarily attributable to a reduction in the cost of our 2019-2020 catastrophe reinsurance program and a reduction in overall quota share reinsurance coverage, partly offset by the higher cost of our 2020-2021 catastrophe excess-of-loss reinsurance program.

Net loss and LAE ratio

The net loss and LAE ratio was 57.7% for the six months ended June 30, 2020, down 3.3 points from 61.0% in the prior year period. The decrease primarily stems from higher favorable prior year reserve development and a lower ceded premium ratio, partly offset by lower income from vertically integrated operations and higher retained weather losses. Catastrophe and weather losses in the current six month period primarily stemmed from hail, tornado and wind events in the southeast.

Net expense ratio

The net expense ratio was 40.0% for the six months ended June 30, 2020, relatively flat from 40.3% in the prior year period. The decrease primarily stems from modest reductions in both the policy acquisition costs ratio and the G&A ratio resultant from the increase in net earned premiums.

Net combined ratio

The net combined ratio was 97.6% for six months ended June 30, 2020, down 3.7 points from 101.3% in the prior year period. The decrease stems from lower net loss and expense ratios, as described above.

Liquidity and Capital Resources

As of June 30, 2020, we had $288.3 million of cash and cash equivalents, which primarily consisted of cash and money market accounts. We generally hold substantial cash balances to meet seasonal liquidity needs including amounts to pay quarterly reinsurance installments as well as meet the collateral requirements of Osprey Re Ltd. (“Osprey”), our captive reinsurance company. In addition, we have $11.8 million in restricted cash primarily related our contractual obligations related to the catastrophe bonds issued by Citrus Re Ltd. as well as state insurance department depository requirements.

Osprey is required to maintain a collateral trust account equal to the risk that it assumes from our insurance company affiliates. At June 30, 2020, approximately $20.0 million was held in Osprey’s trust account.

Although we can provide no assurances, we believe that we maintain sufficient liquidity to pay our insurance company affiliates’ claims and expenses, as well as to satisfy commitments in the event of unforeseen events such as inadequate premium rates or reserve deficiencies. We believe our current capital resources, including funds available under our revolving credit facility, together with cash provided from our operations, will be sufficient to meet currently anticipated working capital requirements for at least the next twelve months. We maintain a comprehensive reinsurance program at levels management considers adequate to diversify risk and safeguard our financial position.

33


 

Cash Flows

 

 

 

For the Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

Change

 

 

 

(in thousands)

 

Net cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

131,797

 

 

$

76,415

 

 

$

55,382

 

Investing activities

 

 

(97,015

)

 

 

(36,772

)

 

 

(60,243

)

Financing activities

 

 

(17,599

)

 

 

(25,740

)

 

 

8,141

 

Net increase in cash and cash equivalents

 

$

17,183

 

 

$

13,903

 

 

$

3,280

 

 

Operating Activities

Net cash provided by operating activities was $131.8 million for the six months ended June 30, 2020 compared to cash provided of $76.4 million for the comparable period in 2019. The increase in cash from operating activities relates primarily to timing of cash flows associated with gross written premium, claim payments and reinsurance reimbursements during the first six months of 2020 compared to the first six months of 2019.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2020 was $97.0 million as compared to cash used of $36.8 million for the comparable period in 2019. The change in cash used for investing activities relates to the timing of allocations of funds for investment.

Financing Activities

Net cash used in financing activities for the six months ended June 30, 2020 was $17.6 million, as compared to cash used in financing activities of $25.7 million for the comparable period in 2019. More funds were available for investment in the current year over the prior year. The reduction in cash used in financing activities relates primarily to payment of our term note in the first six months of 2019, partially offset by the increase in stock repurchases period over period.

Credit Facilities

On December 14, 2018, the Company, as borrower, entered into a credit agreement (as amended, the “Credit Agreement”) by and among the Company, certain subsidiaries of the Company from time to time party thereto as guarantors, the lenders from time to time party thereto (the “Lenders”), Regions Bank, as Administrative Agent and Collateral Agent, BMO Harris Bank N.A., as Syndication Agent, Hancock Whitney Bank and Canadian Imperial Bank of Commerce, as Co-Documentation Agents, and Regions Capital Markets and BMO Capital Markets Corp., as Joint Lead Arrangers and Joint Bookrunners.

Pursuant to the Credit Agreement, the participating Lenders agreed to provide (1) a five-year senior secured term loan facility in an aggregate principal amount of $75 million (the “Term Loan Facility”) and (2) a five-year senior secured revolving credit facility in an aggregate principal amount of $50 million (inclusive of a $5 million sublimit for the issuance of letters of credit and a $10 million sublimit for swingline loans) (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Credit Facilities”). As of June 30, 2020, the Company had in aggregate $65.6 million principal outstanding under the Term Loan Facility and $10.0 million of borrowings outstanding under the Revolving Credit Facility.

At our option, borrowings under the Credit Facilities bear interest at rates equal to either (1) a rate determined by reference to LIBOR (based on one, two, three or six-month interest periods), adjusted for statutory reserve requirements, plus an applicable margin (2) a base rate determined by reference to the greatest of (a) the “prime rate” of Regions Bank, (b) the federal funds rate plus 0.50%, and (c) the LIBOR index rate applicable for an interest period of one month plus 1.00%, plus an applicable margin.

The applicable margin for loans under the Credit Facilities varies from 3.25% per annum to 3.75% per annum (for LIBOR loans) and 2.25% to 2.75% per annum (for base rate loans) based on our consolidated leverage ratio. Interest payments with respect to the Credit Facilities are required either on a quarterly basis (for base rate loans) or at the end of each interest period (for LIBOR loans) or, if the duration of the applicable interest period exceeds three months, then every three months. As of June 30, 2020, the Company’s effective interest rate for the Term Loan Facility was 4.10% per annum and 4.36% per annum for the Revolving Credit Facility.

In addition to paying interest on outstanding borrowings under the Revolving Credit Facility, we are required to pay a quarterly commitment fee based on the unused portion of the Revolving Credit Facility, which is determined based on our consolidated leverage ratio.

34


 

Each of the Revolving Credit Facility and the Term Loan Facility mature on December 14, 2023. The principal amount of the Term Loan Facility amortizes in quarterly installments, which began with the close of the fiscal quarter ended March 31, 2019, in an amount equal to $1,875,000 per quarter, payable monthly or quarterly, with the balance payable at maturity.

The Company may prepay the loans under the Credit Facilities, in whole or in part, at any time without premium or penalty, subject to certain conditions including minimum amounts and reimbursement of certain costs in the case of prepayments of LIBOR loans. In addition, the Company is required to prepay the loan under the Term Loan Facility with the proceeds from certain financing transactions, involuntary dispositions or asset sales (subject, in the case of asset sales, to reinvestment rights).

All obligations under the Credit Facilities are or will be guaranteed by each existing and future direct and indirect wholly owned domestic subsidiary of the Company, other than all of the Company’s current and future regulated insurance subsidiaries (collectively, the “Guarantors”).

The Company and the Guarantors entered into a Pledge and Security Agreement, on December 14, 2018 (the “Security Agreement”), in favor of Regions Bank, as collateral agent. Pursuant to the Security Agreement, amounts borrowed under the Credit Facilities are secured on a first priority basis by a perfected security interest in substantially all of the present and future assets of the Company and each Guarantor (subject to certain exceptions), including all of the capital stock of the Company’s domestic subsidiaries, other than its regulated insurance subsidiaries.

The Credit Agreement contains, among other things, covenants, representations and warranties and events of default customary for facilities of this type. The Company is required to maintain, as of each fiscal quarter (1) a maximum consolidated leverage ratio of 3.25 to 1.00 for each fiscal quarter ending on or before December 31, 2019, stepping down on each of the three anniversaries thereafter; (2) a minimum consolidated fixed charge coverage ratio of 1.20 to 1.00 and (3) a minimum consolidated net worth for the Company and its subsidiaries. Events of default include, among other events, (i) nonpayment of principal, interest, fees or other amounts; (ii) failure to perform or observe certain covenants set forth in the Credit Agreement; (iii) breach of any representation or warranty; (iv) cross-default to other indebtedness; (v) bankruptcy and insolvency defaults; (vi) monetary judgment defaults and material nonmonetary judgment defaults; (vii) customary ERISA defaults; (viii) a change of control of the Company; and (ix) failure to maintain specified catastrophe retentions in each of the Company’s regulated insurance subsidiaries.

Convertible Notes

On August 10, 2017, the Company and Heritage MGA, LLC (the “Guarantor”) entered into a purchase agreement (the “Purchase Agreement”) with Citigroup Global Markets Inc., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Company agreed to issue and sell, and the Initial Purchaser agreed to purchase, $125.0 million aggregate principal amount of the Company’s 5.875% Convertible Senior Notes due 2037 (the “Convertible Notes”) in a private placement transaction pursuant to Rule 144A under the Securities Act, as amended (the “Securities Act”) (the “Offering”). The Purchase Agreement contained customary representations, warranties and agreements of the Company and the Guarantor and customary conditions to closing, indemnification rights and obligations of the parties and termination provisions. The net proceeds from the Offering, after deducting discounts and commissions and estimated offering expenses payable by the Company, were approximately $120.5 million. The Offering was completed on August 16, 2017.

The Company issued the Convertible Notes under an Indenture (the “Convertible Note Indenture”), dated August 16, 2017, by and among the Company, as issuer, the Guarantor, as guarantor, and Wilmington Trust, National Association, as trustee (the “Trustee”).

The Convertible Notes bear interest at a rate of 5.875% per year. Interest began accruing on August 16, 2017 and is payable semi-annually in arrears, on February 1 and August 1 of each year, starting on February 1, 2018. The Convertible Notes are senior unsecured obligations of the Company that rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to the Company’s unsecured indebtedness that is not so subordinated; effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness or other liabilities incurred by the Company’s subsidiaries other than the Guarantor, which fully and unconditionally guarantee the Convertible Notes on a senior unsecured basis.

The Convertible Notes mature on August 1, 2037, unless earlier repurchased, redeemed or converted.

Holders may convert their Convertible Notes at any time prior to the close of business on the business day immediately preceding February 1, 2037, other than during the period from, and including, February 1, 2022 to the close of business on the second business day immediately preceding August 5, 2022, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2017, if the closing sale price of the Company’s common stock, for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the conversion price of the Convertible Notes in effect on each applicable trading day; (2) during the ten consecutive business-day period following any five consecutive trading-day period in which the trading price for the Convertible Notes for each such trading day was less than 98% of the closing sale price of the Company’s common stock on such date multiplied by the then-current conversion rate; (3) if the Company calls any or all of the Convertible Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events.

35


 

During the period from and including February 1, 2022 to the close of business on the second business day immediately preceding August 5, 2022, and on or after February 1, 2037 until the close of business on the second business day immediately preceding August 1, 2037, holders may surrender their Convertible Notes for conversion at any time, regardless of the foregoing circumstances.

The conversion rate for the Convertible Notes was initially 67.0264 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $14.92 per share of common stock). The conversion rate is subject to adjustment in certain circumstances and is subject to increase for holders that elect to convert their Convertible Notes in connection with certain corporate transactions (but not, at the Company’s election, a public acquirer change of control (as defined in the Convertible Note Indenture) that occur prior to August 5, 2022.

Upon the occurrence of a fundamental change (as defined in the Convertible Note Indenture) (but not, at the Company’s election, a public acquirer change of control (as defined in the Convertible Note Indenture), holders of the Convertible Notes may require the Company to repurchase for cash all or a portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

Except as described below, the Company may not redeem the Convertible Notes prior to August 5, 2022. On or after August 5, 2022 but prior to February 1, 2037, the Company may redeem for cash all or any portion of the Convertible Notes, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Convertible Notes, which means that the Company is not required to redeem or retire the Convertible Notes periodically. Holders of the Convertible Notes are able to cause the Company to repurchase their Convertible Notes for cash on any of August 1, 2022, August 1, 2027 and August 1, 2032, in each case at 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the relevant repurchase date.

The Convertible Note Indenture contains customary terms and covenants and events of default. If an Event of Default (as defined in the Indenture) occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in aggregate principal amount of the Convertible Notes then outstanding by notice to the Company and the Trustee, may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Convertible Notes to be immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization (as set forth in the Convertible Note Indenture) with respect to the Company, 100% of the principal of, and accrued and unpaid interest, if any, on, the Notes automatically become immediately due and payable.

In the second quarter of 2018, the Company repurchased $10.6 million principal amount of Convertible Notes for cash. In the fourth quarter of 2018 and first quarter of 2019, the Company repurchased Convertible Notes in the aggregate principal amount of $81.6 million for a combination of cash and the issuance of an aggregate of 3,880,653 shares of the Company’s common stock, leaving $23.4 million in aggregate principal amount outstanding. There were no repurchases of Convertible Notes in the third and fourth quarters of 2019 or in the first or second quarters of 2020.

FHLB Loan Agreements

In December 2018, a subsidiary of the Company pledged U.S. government and agency fixed maturity securities with an estimated fair value of $31.0 million as collateral and received $19.2 million in a cash loan under an advance agreement with the Federal Home Loan Bank (“FHLB”) Atlanta. The loan originated on December 12, 2018 and bears a fixed interest rate of 3.094% with interest payments due quarterly commencing in March 2019. The principal balance on the loan has a maturity date of December 13, 2023. In connection with the agreement, the subsidiary became a member of FHLB. Membership in the FHLB required an investment in FHLB’s common stock which was purchased on December 31, 2018 and valued at $1.4 million. The subsidiary is permitted to withdraw any portion of the pledged collateral over the minimum collateral requirement at any time, other than in the event of a default by the subsidiary. The proceeds from the loan was used to prepay the Company’s Senior Secured Notes due 2023 (“Senior Notes”) in 2018.

Critical Accounting Policies and Estimates

When we prepare our condensed consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (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 months ended June 30, 2020, we reassessed our critical accounting policies and estimates as disclosed within our 2019 Form 10-K. As disclosed in Note 1 to the condensed consolidated financial statements under the caption “Basis of Presentation and Significant Accounting Policies” we adopted on January 1, 2020, ASU 2016-13, Financial Instruments – Credit Losses, and we have made no further material changes or additions with regard to such policies and estimates.

36


 

Contractual Obligations

The following table represents our contractual obligations for which cash flows are fixed or determinable as of June 30, 2020:

 

 

Total

 

 

Less Than 1

Year

 

 

1-3 Years

 

 

3-5 Years

 

 

More than 5

Years

 

 

(In thousands)

 

Convertible debt

$

38,429

 

 

$

1,261

 

 

$

2,751

 

 

$

2,751

 

 

$

31,666

 

Note Payable (1)

 

84,181

 

 

 

7,135

 

 

 

19,893

 

 

 

57,153

 

 

 

 

Mortgage loan

 

20,164

 

 

 

446

 

 

 

1,786

 

 

 

1,786

 

 

 

16,145

 

FHLB agreement

 

21,339

 

 

 

332

 

 

 

1,205

 

 

 

19,802

 

 

 

 

Lease obligations

 

10,172

 

 

 

765

 

 

 

3,114

 

 

 

2,599

 

 

 

3,694

 

Total Contractual Obligations

$

174,284

 

 

$

9,939

 

 

$

28,750

 

 

$

84,091

 

 

$

51,505

 

 

 

(1)

Represents the principal and interest payments per the terms of the Credit Facility debt.

Seasonality of our Business

Our insurance business is seasonal as hurricanes typically occur during the period from June 1 through November 30 each year and winter storms generally impact the first and fourth quarters of each year. With our catastrophe reinsurance program effective on June 1 each year, any variation in the cost of our reinsurance, whether due to changes to reinsurance rates or changes in the total insured value of our policy base, will occur and be reflected in our financial results beginning June 1 of each year, subject to certain adjustments.

Off-Balance Sheet Arrangements

We do not have transactions with unconsolidated entities, such as entities often referred to as structured financial or special purpose entities, whereby we have financial guarantees, subordinated retained interest, derivative instruments, or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligation under a variable interest in an unconsolidated entity that provides financial, liquidity, market risk, or credit risk support to us.

Recent Accounting Pronouncements

The information set forth under Note 1 to the condensed consolidated financial statements under the caption “Basis of Presentation and Significant Accounting Policies” is incorporated herein by reference. We do not expect any recently issued accounting pronouncements to have a material effect on our condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Our investment portfolios at June 30, 2020 included fixed maturity and equity securities, the purposes of which are not for trading or speculation. Our main objective is to maximize after-tax investment income and maintain sufficient liquidity to meet policyholder obligations while minimizing market risk, which is the potential economic loss from adverse fluctuations in securities’ prices. We consider many factors including credit ratings, investment concentrations, regulatory requirements, anticipated fluctuation of interest rates, durations and market conditions in developing investment strategies. Investment securities are managed by a group of nationally recognized asset managers and are overseen by the investment committee appointed by our board of directors. Our investment portfolios are primarily exposed to interest rate risk, credit risk and equity price risk. We classify our fixed maturity securities as available-for-sale and report any unrealized gains or losses, net of deferred income taxes, as a component of other comprehensive income within our stockholders’ equity. We evaluate our available-for-sale securities for future expected credit losses and report any allowance in the income statement. We classify our equity securities as available-for-sale and report any unrealized gains or losses in the income statement. As such, any material temporary changes in the fair value of such securities can adversely impact the carrying value of our stockholders’ equity.

Interest Rate Risk

Our fixed maturity securities are sensitive to potential losses resulting from unfavorable changes in interest rates. We manage the risk by analyzing anticipated movement in interest rates and considering our future capital needs.

37


 

The following table illustrates the impact of hypothetical changes in interest rates to the fair value of our fixed maturity securities at June 30, 2020 (in thousands):

 

Hypothetical Change in Interest rates

 

Estimated Fair Value

After Change

 

 

Change in Estimated

Fair Value

 

 

Percentage Increase

(Decrease) in Estimated

Fair Value

 

300 basis point increase

 

$

632,167

 

 

$

(66,110

)

 

 

-9.468

%

200 basis point increase

 

$

654,291

 

 

$

(43,985

)

 

 

-6.3

%

100 basis point increase

 

$

676,328

 

 

$

(21,949

)

 

 

-3.1

%

100 basis point decrease

 

$

717,136

 

 

$

18,859

 

 

 

2.7

%

200 basis point decrease

 

$

726,524

 

 

$

28,248

 

 

 

4.0

%

300 basis point decrease

 

$

728,369

 

 

$

30,093

 

 

 

4.3

%

 

In addition, we have variable interest rate indebtedness under our Credit Facilities which bears interest at a rate that references LIBOR. As of June 30, 2020, we had in aggregate $65.6 million principal outstanding under the Term Loan Facility bearing interest at 4.10% per annum and $10.0 million of borrowings outstanding under the Revolving Credit Facility bearing interest at 4.36% per annum. There is currently uncertainty about whether LIBOR will continue to exist after 2021. The discontinuation of LIBOR after 2021 and the replacement with an alternative reference rate may adversely impact interest rates and our interest expense could increase

Credit Risk

Credit risk can expose us to potential losses arising principally from adverse changes in the financial condition of the issuer of our fixed maturities. We mitigate this risk by investing in fixed maturities that are generally investment grade and by diversifying our investment portfolio to avoid concentrations in any single issuer or market sector. A majority of the securities in an unrealized gain position as of June 30, 2020 held an A rating or better. We do not intend to sell these investments until recovery of their amortized cost basis or maturity, and further believe that it is not more-likely-than-not that we will be required to sell these investments prior to that time.

The following table presents the composition of our fixed maturity portfolio by rating at June 30, 2020 (in thousands):

 

 

 

Amortized

Cost

 

 

% of Total

Amortized

Cost

 

 

Estimated

Fair Value

 

 

% of total

Estimated

Fair Value

 

AAA

 

$

180,069

 

 

 

26.8

%

 

$

186,771

 

 

 

26.7

%

AA+, AA, AA-

 

$

262,632

 

 

 

39.1

%

 

$

272,706

 

 

 

39.1

%

A+, A, A-1+

 

$

157,523

 

 

 

23.4

%

 

$

164,453

 

 

 

23.6

%

BBB+, BBB, BBB-

 

$

71,570

 

 

 

10.7

%

 

$

74,177

 

 

 

10.6

%

Not rated

 

$

167

 

 

 

0.0

%

 

$

170

 

 

 

0.0

%

Total

 

$

671,961

 

 

 

100

%

 

$

698,277

 

 

 

100

%

 

Equity Price Risk

Our equity investment portfolio at June 30, 2020 consists of $1.6 million of Federal Home Loan Bank common stock, the investment is recorded at cost and adjusted, if and when subsequent price changes are provided by the institution. Such changes in the basis of the equity investment are recognized in net realized and unrealized gains and losses on the Company’s consolidated statements of operations. As of June 30, 2020, the Company recorded in aggregate $46,300 in dividends and reduced its membership stock holdings by $25,700.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Due to the COVID-19 pandemic, a portion of our employees continue to work from home. Established business continuity plans have been activated in order to continue business operations while mitigating any adverse impact to our control environment, operating procedures, data and internal controls. The design of our processes and controls allow for remote execution with accessibility to secure data.

We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

38


 

As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this Quarterly Report, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2020.

Changes in Internal Control over Financial Reporting

There has been no change in our internal controls over financial reporting during our most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. There were no significant changes to our internal control over financial reporting for the period ending June 30, 2020.

39


 

PART II. OTHER INFORMATION

The Company is a party to claims and legal actions arising routinely in the ordinary course of our business. Although we cannot predict with certainty the ultimate resolution of the claims and lawsuits asserted against us, we do not believe that any currently pending legal proceedings to which we are a party will have a material adverse effect on our condensed consolidated financial position results of operations or cash flow.

Item 1A. Risk Factors

The risk factors disclosed in the section entitled “Risk Factors” in our 2019 Form 10-K set forth information relating to various risks and uncertainties that could materially adversely affect our business, financial condition, and operating results. Those risk factors continue to be relevant to an understanding of our business, financial condition, and operating results.

The coronavirus (COVID-19) global pandemic may adversely affect our business, including revenues, profitability, results of operations, and/or cash flows, in a manner and to a degree that cannot be predicted but could be material.

Beginning in March 2020, the global pandemic related to the novel coronavirus COVID-19 began to impact the global economy and our results of operations. The cumulative effects of COVID-19 on the Company, and the effect of any other epidemic, pandemic or public health outbreak, cannot be predicted at this time, but could include, without limitation:

 

We expect that the impact of COVID-19 on general economic activity could negatively impact our premium volumes. While we did not experience this impact for the first quarter of 2020, we anticipate premium volumes, particularly in new sales volumes, could be adversely affected prospectively if economic conditions worsen and home purchases in our geographies decline materially. If premium volumes were to decrease materially, our earned premium would also decline and we could experience an increase in our net operating expense ratio.

 

States and local governments have launched measures to combat the spread of COVID-19, including travel bans, quarantines and lock-downs of affected areas which could cause disruption to our distribution channel of independent agents which may have a negative impact on our revenues and financial condition.

 

In an effort to support insurance consumers during this pandemic, most states where we market our products have issued mandates or requests such as moratoriums on policy cancellations or non-renewals for non-payments of premiums, forbearance on premium collections, waivers of late payment fees and extended periods in which policyholders may make their missed payments. Such actions may result in delayed premium receipts, disrupting cash flows and increasing credit risk from policyholders unable to make timely premium payments.

 

Increased claims, losses, litigation, and related expenses, as well as higher costs related to delays in adjusting claims, as a result of stay-at-home orders and quarantines;

 

increased volatility and declines in financial markets which, could negatively impact liquidity and credit availability and could continue to reduce the fair market value of, or result in the impairment of, invested assets held by the Company; and

 

the decline in interest rates which could reduce future investment results.

The situation surrounding COVID-19 remains fluid. Even after the COVID-19 outbreak has subsided, we may continue to experience materially adverse impacts to our business as a result of any economic recession or depression that has occurred or may occur in the future, and the potential for a material impact on the Company’s results of operations, financial condition, and liquidity increases the longer the virus impacts activity levels in the United States and globally. For this reason, we cannot reasonably estimate with any degree of certainty the future impact COVID-19 may have on the Company’s results of operations, financial position, and liquidity. The extent to which the COVID-19 pandemic may impact the Company’s business, operating results, financial condition, or liquidity will depend on future developments, including the duration of the outbreak, travel restrictions, business and workforce disruptions, and the effectiveness of actions taken to contain and treat the disease.

40


 

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

Issuer purchases of equity securities

A summary of our common stock repurchases during the three months ended June 30, 2020 is set forth in the table below (in thousands, except shares):

 

 

 

Total Number of

Shares

Purchased

 

Average Price

Paid Per Share (1)

 

Total Number of Shares

Purchased as Part of

Publicly Announced

Plans or Programs (2)

 

Dollar Value of

Shares that May

Yet be Purchased

Under the Plans

or Programs

Apr 1 - Apr 30, 2020

 

 

 

 

$25,830

May 1 - May 31, 2020

 

 

 

 

$25,830

June 1 - June 30, 2020

 

163,456

 

$12.28

 

163,456

 

$23,818

Total

 

163,456

 

 

 

163,456

 

 

 

 

(1)

Average price paid per share excludes cash paid for commissions.

 

(2)

On August 1, 2018, the Company announced that its Board of Directors authorized a stock repurchase program authorizing the Company to repurchase up to $50.0 million of its common stock through December 31, 2020. At June 30, 2020, the Company has the capacity to repurchase $23.8 million of its common shares until December 2020.

Item 4. Mine Safety Disclosures

None

Item 5.  Other Information

On June 1, 2020, the Company amended its Credit Agreement dated as of December 14, 2018 (as amended to date, the “Credit Agreement”) by entering into the Third Amendment to Credit Agreement (the “Third Amendment”) with the lenders from time to time party to the Credit Agreement, and Regions Bank, as administrative agent and collateral agent.

The Third Amendment amend the Credit Agreement to increase the letter of credit sublimit under the Credit Agreement from $5 million to $40 million and to make related modifications to certain of the negative covenants in the Credit Agreement.

The above summary description of the Third Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Third Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference herein.

 

 

41


 

Item 6. Exhibits

The information required by this Item 6 is set forth in the Index to Exhibits accompanying this Quarterly Report on Form 10-Q.

Index to Exhibits

 

Exhibit

Number

 

Description

 

 

 

  3.1

 

Certificate of Incorporation of Heritage Insurance Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2014)

  3.2

 

By-laws of Heritage Insurance Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2014)

  4

 

Form of Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-195409) filed on May 13, 2014)

  4.1

 

Form of 5.875% Convertible Senior Notes due 2037 (included in Exhibit 4.1), incorporated by reference to 1.1 to our Form 8-K filed on August 16, 2017

  4.2

 

Indenture, date as of August 16, 2017, by and among the Company. Heritage MGA, LLC as guarantor, and Wilmington Trust, National Association, as trustee, incorporated by reference to Exhibit 4.1 to our Form 8-K filed on August 16, 2017

10.1

 

Third Amendment to Credit Agreement, dated June 1, 2020, among Heritage Insurance Holdings, Inc., certain subsidiaries of Heritage Insurance Holdings, Inc. from time to time party as guarantors, the lenders from time to time party, and Regions Bank, as Administrative Agent and Collateral Agent.

31.1*

 

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2*

 

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1**

 

Certification of Chief Executive Officer pursuant to 18 U.SC. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2**

 

Certification of Chief Financial Officer pursuant to 18 U.SC. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101

 

The following financial information from the Quarterly Report on Form 10-Q of Heritage Insurance Holdings, Inc. for the quarter ended June 30, 2020, filed electronically herewith, and formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheet; (ii) Condensed Consolidated Income Statement; (iii) Condensed Consolidated Cash Flow Statement; (iv) Condensed Consolidated Statement of Stockholders' Equity; and (v) Notes to the Condensed Consolidated Financial Statements

104

 

Inline XBRL for the cover page from the Quarterly Report on Form 10-Q of Heritage Insurance Holdings, Inc. for the quarter ended June 30, 2020, files electronically herewith, included in the Exhibit (101) inline XBRL Document Set.

 

 

 

 

* Filed herewith

** Furnished herewith

 

 

42


 

SIGNATURES

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

 

 

HERITAGE INSURANCE HOLDINGS, INC.

 

 

 

 

Date: August 4, 2020

By:

 

/s/ BRUCE LUCAS

 

 

 

Bruce Lucas

 

 

 

Chairman and Chief Executive Officer

(Principal Executive Officer and Duly Authorized Officer)

 

 

 

 

Date: August 4, 2020

By:

 

/s/ KIRK LUSK

 

 

 

Kirk Lusk

 

 

 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

43

hrtg-ex101_170.htm

Exhibit 10.1

Execution Version

 

 

THIRD  AMENDMENT  TO CREDIT AGREEMENT

 

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated  as  of June  1, 2020 (the “Third Amendment Effective Date”), is entered into by and among HERITAGE INSURANCE HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto, and Regions Bank, in its capacity  as Administrative  Agent  (the “Administrative Agent”).

 

R E C I T A L S

 

WHEREAS, the Borrower, the Guarantors from time to time party  thereto, the Lenders  from  time to time party thereto, and Regions Bank, as Administrative Agent and Collateral Agent, are parties to that certain Credit Agreement, dated as of December 14, 2018 (as amended by that certain First Amendment to Credit Agreement, dated as of May 17, 2019, that certain Second Amendment to Credit Agreement, dated as of April  27, 2020, and as further amended, restated, amended and restated,  supplemented,  increased,  extended, refinanced, renewed, replaced, and/or otherwise modified in writing from time to time, the “Credit Agreement”); and

 

WHEREAS, the Credit Parties have requested that the Credit Agreement be amended as provided in Section 3 below, and the Lenders (by act of the Required  Lenders) have agreed to consent to  such amendments set forth herein, subject to the terms and  conditions of this  Amendment;

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

A G R E E M E N T

 

1.Introductory Paragraph and Recitals; Definitions. The above introductory paragraph and recitals (including any terms defined therein) of this Amendment are incorporated  herein  by  reference  as if  fully  set forth in the body of this Amendment. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided  for such terms in the Credit Agreement  (as amended by this Amendment).

 

2.Amendments to the Credit Agreement. Pursuant to Section 11.4 of the Credit Agreement, the Credit Agreement is hereby  amended  in the following respects:

 

(a)The definition of “Letter of Credit Sublimit” in Section 1.1 of the Credit Agreement is amended by replacing the text “Five Million Dollars ($5,000,000)” therein with the text “Forty Million Dollars ($40,000,000)”.

 

(b)Section 8.1(m) of the Credit Agreement is amended and restated in its  entirety  to  read  as follows:

 

(m) Indebtedness in respect of or guarantee of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees, workers’ compensation claims, letters of credit, bank guarantees and banker’s acceptances, warehouse receipts or similar instruments and similar obligations (other than in respect of other Indebtedness for borrowed money) in  each  case provided in the ordinary course of business or consistent with past practice; provided, that, any Indebtedness arising from the provision by any Credit Party of any of the foregoing for the benefit of any Person other than a Credit Party  is subject to compliance with  Section 8.6;

 

Third Amendment to Credit Agreement (Heritage Insurance Holdings, Inc.)

 

 


 

(c)Section 8.6(o)(iii) of the Credit Agreement is amended by inserting the text “(including, without limitation, the provision of a Letter of Credit for the benefit of any  Regulated  Subsidiary)”  immediately following the text “Investments by the Credit Parties” therein.

 

3.Effectiveness; Conditions Precedent. This Amendment shall become effective as of the Third Amendment Effective Date upon receipt by the Administrative Agent of counterparts of this Amendment duly executed by each of the Credit Parties, the Required Lenders, the Administrative  Agent,  and  the Collateral Agent; and

 

4.Representations and Warranties. The Borrower (on behalf of itself and the other Credit Parties) hereby represents and  warrants to the Administrative Agent and  the Lenders as follows:

 

 

(a)

the Borrower and each other Credit Party has taken all necessary action to authorize the execution and delivery of, and performance under, this Amendment;

 

 

 

(b)

this Amendment has been duly executed and delivered by the Borrower and each other Credit Party and constitutes each such Credit Party’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to: (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium  or  similar  Laws  affecting  creditors’ rights generally; and/or (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity);

 

 

 

(c)

no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third-party is required in connection with the execution or delivery of, or performance under, this Amendment by the Borrower or any other Credit Party;

 

 

 

(d)

both immediately before and immediately after giving effect to this Amendment, the representations and warranties contained in the Credit Agreement or any other Credit Document are true and correct in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they are true and correct in all material respects as of such earlier date; and

 

 

 

(e)

both immediately before and immediately after giving effect to this Amendment, no Default or Event of Default exists.

 

 

5.Reaffirmation. The Borrower (on behalf of itself and the other Credit Parties): (a) (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all  of its obligations  under the Credit Documents (as amended by this Amendment), and (iii) agrees that this Amendment, and all documents, agreements and instruments executed in connection with this Amendment,  do not operate  to  reduce  or discharge such Credit Party’s obligations under the Credit Documents (except to the extent such obligations are expressly modified pursuant to this Amendment); and (b) (i) affirms that each of the Liens granted in, or pursuant to, the Credit Documents is valid and subsisting, and (ii) agrees that this Amendment, and all documents, agreements and instruments executed in connection with this Amendment, do not, in any manner, impair, or otherwise adversely affect, any of the Liens granted in, or pursuant to, the Credit Documents.

 

6.Miscellaneous.

 

 

(a)

Credit Document. This Amendment shall be deemed to be, and is, a Credit Document, and all references to a Credit Document” in the Credit Agreement and the other Credit Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and  the other Credit Documents) shall be deemed to include this Amendment.

 

 

 

2


 

(b)

No Other Changes. Except as expressly modified hereby, all of the terms and provisions of the Credit Documents shall remain  unchanged and in  full  force and effect.

 

 

(c)

Counterparts; Delivery. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means (including in “.pdf” form) shall be effective as delivery of a manually executed  counterpart of this Amendment.

 

 

(d)

Fees and Expenses. The Borrower agrees to pay all reasonable out-of-pocket fees and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and expenses of Moore & Van Allen PLLC, as counsel to the Administrative Agent.

 

 

(e)

Governing Law. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATING TO THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.

 

 

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

 

 

3


 

WITNESS WHEREOF, the parties hereto caused this Amendment to be duly executed as of the date first above written, intending to create an instrument under seal.

 

BORROWER:

 

HERITAGE INSURANCE HOLDINGS, INC.,

 

 

 

a Delaware corporation

 

 

 

 

 

 

 

By:

  /s/ KIRK LUSK

(Seal)

 

 

Name: Kirk Lusk

 

 

 

Title Chief Financial Officer

 

 

 

 

GUARANTORS:

 

CONTRACTORS ALLIANCE NETWORK, LLC,

 

 

a Florida limited liability company

 

 

FIRST ACCESS INSURANCE GROUP, LLC,

 

 

a Florida limited liability company

 

 

HERITAGE INSURANCE CLAIMS, LLC,

 

 

a Florida limited liability company

 

 

HERITAGE MGA, LLC,

 

 

a Florida limited liability company

 

 

NBIC Financial Holdings, Inc.,

 

 

a Delaware corporation

 

 

NBIC SERVICE COMPANY , INC.,

 

 

a Rhode Island corporation

 

 

SKYE LANE PROPERTIES, LLC,

 

 

a Florida limited liability company

 

 

ZEPHYR ACQUISITION COMPANY,

 

 

a Delaware corporation

 

 

 

 

By:

/s/ KIRK LUSK

(Seal)

 

 

Name: Kirk Lusk

 

 

 

Title Chief Financial Officer

 

 

 

 

 

 

HI HOLDINGS, INC.,

 

 

a Hawaii corporation

 

 

 

 

 

 

By:

/s/ BRUCE LUCAS

(Seal)

 

 

Name: Bruce Lucas

 

 

 

Title Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

[Signature Pages Continue]

 

 


Signature Page to Third Amendment to Credit Agreement ( Heritage Insurance Holdings, Inc.)


 

 

ADMINISTRATIVE AGENT

AND COLLATERAL AGENT:

 

REGIONS BANK,

as a Lender

 

 

 

 

 

 

 

By:

/s/ HICHEM KERMA

(Seal)

 

 

Name:

Hichem Kerma

 

 

 

Title:

Managing Director

 

 

 

 

 

 

 

 

[Signature Pages Continue]

 

 


Signature Page to Third Amendment to Credit Agreement ( Heritage Insurance Holdings, Inc.)


 

 

LENDERS:

 

REGIONS BANK,

 

 

 

as a Lender

 

 

 

By:

/s/ HICHEM KERMA

(Seal)

 

 

Name:

Hichem Kerma

 

 

 

Title:

Managing Director

 

 

 

 

 

 

 

[Signature Pages Continue]

 

 

Signature Page to Third Amendment to Credit Agreement ( Heritage Insurance Holdings, Inc.)


 

 

 

BMO HARRIS BANK N.A.,

 

 

 

as a Lender

 

 

 

By:

/s/ CATHERINE LIU

 

 

 

Name:

Catherine Liu

 

 

 

Title:

Vice President

 

 

 

 

 

 

 

 

 

Signature Page to Third Amendment to Credit Agreement ( Heritage Insurance Holdings, Inc.)


 

 

 

HANCOCK  WHITNE Y BANK,

 

 

 

 

 

 

 

By:

/s/ AKENT HARRELL, JR.

(Seal)

 

 

Name:

Akent Harrell, Jr.

 

 

 

Title:

Senior Vice President

 

 

 

 

 

 

 

 

[Signature Pages Continue ]

 

 

Signature Page to Third Amendment to Credit Agreement ( Heritage Insurance Holdings, Inc.)


 

 

 

CIBC BANK USA,

 

 

 

as a Lender

 

 

 

By:

/s/ AUSTIN G. LOVE

(Seal)

 

 

Name:

Austin G. Love

 

 

 

Title:

Managing Director

 

 

 

 

 

 

 

[Signature Pages Continue]

 

 

Signature Page to Third Amendment to Credit Agreement ( Heritage Insurance Holdings, Inc.)


 

 

 

WOODFOREST NATIONAL BANK,

 

 

 

as a Lender

 

 

 

By:

/s/ JEFFREY MITCHELL

(Seal)

 

 

Name:

Jeffrey Mitchell

 

 

 

Title:

Senior Vice President

 

 

 

 

 

 

 

 

 

[Signature  Pages End]

Signature Page to Third Amendment to Credit Agreement ( Heritage Insurance Holdings, Inc.)

hrtg-ex311_9.htm

 

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT

I, Bruce Lucas, certify that:

1. I have reviewed this report on Form 10-Q of Heritage Insurance Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting  which are reasonably likely to  adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2020

 

By:

 

/s/ BRUCE LUCAS

Bruce Lucas

Chairman and Chief Executive Officer

(Principal Executive Officer and Duly Authorized Officer)

 

 

hrtg-ex312_6.htm

 

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT

I, Kirk Lusk, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Heritage Insurance Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting  which are reasonably likely to  adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2020

 

By:

 

/s/ KIRK LUSK

Kirk Lusk

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

hrtg-ex321_8.htm

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES–OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Heritage Insurance Holdings, Inc. (the “Company”) for the quarter ended June 30, 2020, as filed with the Securities and Exchange Commission (the “Report”), I, Bruce Lucas, the Chairman and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

 

1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 4, 2020

 

By: 

/s/ BRUCE LUCAS

Bruce Lucas

Chairman and Chief Executive Officer (Principal Executive Officer and Duly Authorized Officer)

 

hrtg-ex322_7.htm

Exhibit 32.2

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES–OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Heritage Insurance Holdings, Inc. (the “Company”) for the quarter ended June 30, 2020, as filed with the Securities and Exchange Commission (the “Report”), I, Kirk Lusk, the Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

 

1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 4, 2020

 

By: 

/s/ KIRK LUSK

Kirk Lusk

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

v3.20.2
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2020
Jul. 29, 2020
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Jun. 30, 2020  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q2  
Entity Registrant Name Heritage Insurance Holdings, Inc.  
Entity Central Index Key 0001598665  
Entity Current Reporting Status Yes  
Current Fiscal Year End Date --12-31  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   28,058,596
Entity File Number 001-36462  
Entity Tax Identification Number 45-5338504  
Entity Address, Address Line One 2600 McCormick Drive  
Entity Address, Address Line Two Suite 300  
Entity Address, City or Town Clearwater  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33759  
City Area Code 727  
Local Phone Number 362-7200  
Entity Interactive Data Current Yes  
Entity Incorporation, State or Country Code DE  
Document Quarterly Report true  
Document Transition Report false  
Title of each class Common Stock, par value $0.0001 per share  
Trading Symbol(s) HRTG  
Name of each exchange on which registered NYSE  
v3.20.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
ASSETS    
Fixed maturities, available-for-sale, at fair value (amortized cost of $671,961 and $577,789) $ 698,277 $ 587,256
Equity securities, at fair value, (cost $1,599 and $1,618) 1,599 1,618
Other investments 6,374 6,375
Total investments 706,250 595,249
Cash and cash equivalents 288,342 268,351
Restricted cash 11,849 14,657
Accrued investment income 4,833 4,377
Premiums receivable, net 66,188 63,685
Reinsurance recoverable on paid and unpaid claims, net of allowance for estimated uncollectible reinsurance of $39 374,709 428,903
Prepaid reinsurance premiums 361,256 224,102
Income taxes receivable 4,651 3,171
Deferred policy acquisition costs, net 81,590 77,211
Property and equipment, net 19,998 20,753
Intangibles, net 65,461 68,642
Goodwill 152,459 152,459
Other assets 28,804 18,110
Total Assets 2,166,390 1,939,670
LIABILITIES AND STOCKHOLDERS' EQUITY    
Unpaid losses and loss adjustment expenses 620,718 613,533
Unearned premiums 529,321 486,220
Reinsurance payable 296,606 156,351
Long-term debt, net 126,056 129,248
Deferred income tax, net 20,957 12,623
Advance premiums 30,870 16,504
Accrued compensation 11,250 5,347
Accounts payable and other liabilities 68,113 71,045
Total Liabilities 1,703,891 1,490,871
Commitments and contingencies (Note 17)
Stockholders’ Equity:    
Common stock, $0.0001 par value, 50,000,000 shares authorized, 28,058,596 shares issued and 27,738,062 shares outstanding at June 30, 2020; 28,996,452 shares issued and 28,650,918 shares outstanding at December 31, 2019 3 3
Additional paid-in capital 332,037 329,568
Accumulated other comprehensive income 20,263 7,330
Treasury stock, at cost, 9,279,839 and 8,349,483 shares, respectively (115,365) (105,368)
Retained earnings 225,561 217,266
Total Stockholders' Equity 462,499 448,799
Total Liabilities and Stockholders' Equity $ 2,166,390 $ 1,939,670
v3.20.2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Statement Of Financial Position [Abstract]    
Fixed maturities, at amortized cost $ 671,961 $ 577,789
Equity securities, cost 1,599 1,618
Reinsurance recoverable net of allowance for estimated uncollectible reinsurance $ 39 $ 39
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 50,000,000 50,000,000
Common stock, shares issued 28,058,596 28,996,452
Common stock, shares outstanding 27,738,062 28,650,918
Treasury stock, shares 9,279,839 8,349,483
v3.20.2
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
REVENUES:        
Gross premiums written $ 290,432 $ 254,840 $ 519,534 $ 465,188
Change in gross unearned premiums (48,640) (24,882) (43,026) (6,640)
Gross premiums earned 241,792 229,958 476,508 458,548
Ceded premiums (112,735) (115,875) (221,445) (234,774)
Net premiums earned 129,057 114,083 255,063 223,774
Net investment income 3,296 3,830 6,966 7,502
Net realized and unrealized gains (losses) (38) 1,303 22 2,327
Other revenue 3,697 3,627 6,668 7,501
Total revenues 136,012 122,843 268,719 241,104
EXPENSES:        
Losses and loss adjustment expenses 78,869 74,299 147,050 136,438
Policy acquisition costs, net of ceding commission income of $11.3 and $21.7 [1] 30,237 27,087 60,284 53,107
General and administrative expenses, net of ceding commission income of $3.6 and $7.1 [1] 19,943 18,384 41,661 36,988
Total expenses 129,049 119,770 248,995 226,533
Operating income 6,963 3,073 19,724 14,571
Interest expense, net 1,721 1,984 3,688 4,101
Other non-operating loss, net       48
Income before income taxes 5,242 1,089 16,036 10,422
Provision for income taxes 1,110 368 4,284 2,737
Net income 4,132 721 11,752 7,685
OTHER COMPREHENSIVE INCOME        
Change in net unrealized gains on investments 14,823 7,068 16,850 15,104
Reclassification adjustment for net realized investment (gains) losses 38 59 (22) 394
Income tax expense related to items of other comprehensive income (3,440) (1,304) (3,895) (3,712)
Total comprehensive income $ 15,553 $ 6,544 $ 24,685 $ 19,471
Weighted average shares outstanding        
Basic 27,876,801 29,346,234 28,212,735 29,442,363
Diluted 27,913,696 29,352,796 28,231,273 29,447,668
Earnings per share        
Basic $ 0.15 $ 0.02 $ 0.42 $ 0.26
Diluted $ 0.15 $ 0.02 $ 0.42 $ 0.26
[1] Parenthetical values are presented in millions for the three and six months ended June 30, 2020
v3.20.2
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Parenthetical) (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2020
Ceding commission income $ 14,892 $ 28,821
Policy Acquisition Costs [Member]    
Ceding commission income 11,300 21,700
General and Administrative Expenses [Member]    
Ceding commission income $ 3,600 $ 7,100
v3.20.2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
$ in Thousands
Total
Cumulative Effect, Period of Adoption, Adjustment [Member]
Cumulative Effect, Period of Adoption, Adjusted Balance [Member]
Common Stock [Member]
Common Stock [Member]
Cumulative Effect, Period of Adoption, Adjusted Balance [Member]
Additional Paid-In Capital [Member]
Additional Paid-In Capital [Member]
Cumulative Effect, Period of Adoption, Adjusted Balance [Member]
Retained Earnings [Member]
Retained Earnings [Member]
Cumulative Effect, Period of Adoption, Adjustment [Member]
Retained Earnings [Member]
Cumulative Effect, Period of Adoption, Adjusted Balance [Member]
Treasury Shares [Member]
Treasury Shares [Member]
Cumulative Effect, Period of Adoption, Adjusted Balance [Member]
Accumulated Other Comprehensive Income [Member]
Accumulated Other Comprehensive Income [Member]
Cumulative Effect, Period of Adoption, Adjusted Balance [Member]
Beginning Balance at Dec. 31, 2018 $ 425,333     $ 3   $ 325,292   $ 195,750     $ (89,185)   $ (6,527)  
Beginning Balance, Shares at Dec. 31, 2018       29,477,756                    
Net unrealized change in investments, net of tax 5,963                       5,963  
Shares tendered for income taxes withholding (118)         (118)                
Shares tendered for income taxes withholding, Shares       (8,000)                    
Restricted stock vested, Shares       25,000                    
Stock-based compensation on restricted stock 1,345         1,345                
Convertible option debt extinguishment, net of tax (1,840)         (1,840)                
Stock issued on convertible note conversion 4,210         4,210                
Stock issued on convertible note conversion, Shares       285,201                    
Stock buy-back (5,011)                   (5,011)      
Stock buy-back, Shares       (347,740)                    
Tax rate change 48         48                
Cash dividends declared (1,807)             (1,807)            
Net income 6,964             6,964            
Ending balance at Mar. 31, 2019 435,087     $ 3   328,937   200,907     (94,196)   (564)  
Ending balance, Shares at Mar. 31, 2019       29,432,217                    
Beginning Balance at Dec. 31, 2018 425,333     $ 3   325,292   195,750     (89,185)   (6,527)  
Beginning Balance, Shares at Dec. 31, 2018       29,477,756                    
Net income 7,685                          
Ending balance at Jun. 30, 2019 438,850     $ 3   330,281   199,836     (96,529)   5,259  
Ending balance, Shares at Jun. 30, 2019       29,274,577                    
Beginning Balance at Mar. 31, 2019 435,087     $ 3   328,937   200,907     (94,196)   (564)  
Beginning Balance, Shares at Mar. 31, 2019       29,432,217                    
Net unrealized change in investments, net of tax 5,823                       5,823  
Stock-based compensation on restricted stock 1,344         1,344                
Stock buy-back (2,333)                   (2,333)      
Stock buy-back, Shares       (157,640)                    
Cash dividends declared (1,792)             (1,792)            
Net income 721             721            
Ending balance at Jun. 30, 2019 438,850     $ 3   330,281   199,836     (96,529)   5,259  
Ending balance, Shares at Jun. 30, 2019       29,274,577                    
Beginning Balance at Dec. 31, 2019 448,799 $ (34) $ 448,765 $ 3 $ 3 329,568 $ 329,568 217,266 $ (34) $ 217,232 (105,368) $ (105,368) 7,330 $ 7,330
Beginning Balance, Shares at Dec. 31, 2019       28,650,918 28,650,918                  
Net unrealized change in investments, net of tax 1,512                       1,512  
Shares tendered for income taxes withholding (233)         (233)                
Shares tendered for income taxes withholding, Shares       (17,500)                    
Restricted stock vested, Shares       25,000                    
Stock-based compensation on restricted stock 1,345         1,345                
Stock buy-back (7,986)                   (7,986)      
Stock buy-back, Shares       (766,900)                    
Cash dividends declared (1,726)             (1,726)            
Net income 7,620             7,620            
Ending balance at Mar. 31, 2020 449,297     $ 3   330,680   223,126     (113,354)   8,842  
Ending balance, Shares at Mar. 31, 2020       27,891,518                    
Beginning Balance at Dec. 31, 2019 448,799 $ (34) $ 448,765 $ 3 $ 3 329,568 $ 329,568 217,266 $ (34) $ 217,232 (105,368) $ (105,368) 7,330 $ 7,330
Beginning Balance, Shares at Dec. 31, 2019       28,650,918 28,650,918                  
Stock buy-back $ (10,000)                          
Stock buy-back, Shares (930,356)                          
Net income $ 11,752                          
Ending balance at Jun. 30, 2020 462,499     $ 3   332,037   225,561     (115,365)   20,263  
Ending balance, Shares at Jun. 30, 2020       27,738,062                    
Beginning Balance at Mar. 31, 2020 $ 449,297     $ 3   330,680   223,126     (113,354)   8,842  
Beginning Balance, Shares at Mar. 31, 2020       27,891,518                    
Accounting Standards Update [Extensible List] us-gaap:AccountingStandardsUpdate201613Member                          
Net unrealized change in investments, net of tax $ 11,421                       11,421  
Deferred tax adjustment for credit expected losses (4)             (4)            
Restricted stock vested, Shares       10,000                    
Stock-based compensation on restricted stock 1,357         1,357                
Stock buy-back $ (2,011)                   (2,011)      
Stock buy-back, Shares (163,456)     (163,456)                    
Cash dividends declared $ (1,693)             (1,693)            
Net income 4,132             4,132            
Ending balance at Jun. 30, 2020 $ 462,499     $ 3   $ 332,037   $ 225,561     $ (115,365)   $ 20,263  
Ending balance, Shares at Jun. 30, 2020       27,738,062                    
v3.20.2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - Parenthetical - $ / shares
3 Months Ended
Jun. 30, 2020
Mar. 31, 2020
Jun. 30, 2019
Mar. 31, 2019
Statement Of Stockholders Equity [Abstract]        
Common stock, dividends, per share, declared $ 0.06 $ 0.06 $ 0.06 $ 0.06
v3.20.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
OPERATING ACTIVITIES    
Net income $ 11,752 $ 7,685
Adjustments to reconcile net income to net cash provided by (used in) operating activities:    
Stock-based compensation 2,702 2,689
Bond amortization and accretion 2,761 2,514
Noncash lease expense 47  
Amortization of original issuance discount on debt 701 730
Depreciation and amortization 4,039 5,492
Net unrealized investment gains   (2,721)
Net realized (gains) losses (22) 394
Net (gain)/loss from repurchase of debt   (48)
Deferred income taxes 4,438 4,525
Changes in operating assets and liabilities:    
Accrued investment income (456) (81)
Premiums receivable, net (2,503) (45)
Prepaid reinsurance premiums (137,154) (98,472)
Reinsurance recoverable on paid and unpaid claims 54,166 (12,476)
Income taxes receivable (1,480) 17,855
Deferred policy acquisition costs, net (4,379) (1,009)
Right of use leased asset 507  
Other assets (11,248) (8,811)
Unpaid losses and loss adjustment expenses 7,185 (1,947)
Unearned premiums 43,101 6,805
Reinsurance payable 140,255 157,859
Accrued interest 998 128
Accrued compensation 5,903 (4,468)
Advance premiums 14,366 4,463
Income taxes payable (4,651) (14,396)
Other liabilities 769 9,751
Net cash provided by operating activities 131,797 76,415
INVESTING ACTIVITIES    
Fixed maturity securities sales, maturities and paydowns 88,150 61,290
Fixed maturity securities purchases (185,082) (95,336)
Equity securities sales 26 26,529
Equity securities purchases (6) (4,833)
Limited partnership interest   (20,006)
Proceeds from sale of assets 13 71
Cost of property and equipment acquired (116) (4,487)
Net cash used in investing activities (97,015) (36,772)
FINANCING ACTIVITIES    
Repayment of term note (3,750) (11,875)
Mortgage loan payments (143) (138)
Repurchase of convertible notes   (2,869)
Purchase of treasury stock (9,997) (7,344)
Tax withholdings on share-based compensation awards (233) (118)
Dividends paid (3,476) (3,396)
Net cash used in financing activities (17,599) (25,740)
Increase in cash, cash equivalents, and restricted cash 17,183 13,903
Cash, cash equivalents and restricted cash, beginning of period 283,008 262,370
Cash, cash equivalents and restricted cash, end of period 300,191 276,273
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION    
Income taxes paid 1,735 13,728
Interest paid $ 3,213 $ 3,529
Issuance of shares on conversion of convertible notes   4,210
v3.20.2
Condensed Consolidated Statements of Cash Flows (Parenthetical) (Unaudited) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Jun. 30, 2019
Dec. 31, 2018
Statement Of Cash Flows [Abstract]        
Cash and cash equivalents $ 288,342 $ 268,351    
Restricted cash 11,849 14,657    
Total $ 300,191 $ 283,008 $ 276,273 $ 262,370
v3.20.2
Basis of Presentation and Significant Accounting Policies
6 Months Ended
Jun. 30, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Basis of Presentation and Significant Accounting Policies

NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements include the accounts of Heritage Insurance Holdings, Inc. (together with its subsidiaries, the “Company” “we”, “us” or “our”). These statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain financial information that is normally included in annual consolidated financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, has been omitted. In the opinion of the Company’s management, all material intercompany transactions and balances have been eliminated and all adjustments consisting of normal recurring accruals which are necessary for a fair statement of the financial condition and results of operations for the interim periods have been reflected. The accompanying interim condensed consolidated financial statements and related footnotes should be read in conjunction with the Company’s audited consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”).

Significant accounting policies

The accounting policies of the Company are set forth in Note 1 to condensed consolidated financial statements contained in the Company’s 2019 Form 10-K.

Reclassification

Certain prior year amounts have been reclassified to conform to the current year presentation.

Recently Adopted Accounting Pronouncements

In 2016, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) Financial Instruments – Credit Losses ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which introduces a new credit reserving model known as the Current Expected Credit Loss (“CECL”) model. Adoption of CECL required the evaluation to establish an allowance for the Company’s reinsurance recoverables, premium receivables and for our available-for-sale debt securities investments. The model requires consideration of a broader range of reasonable and supportable information and requires an entity to estimate expected credit losses over the lifetime of the asset. We adopted the standard on January 1, 2020, and based on the composition of our reinsurance recoverables, investment portfolio and other financial assets, current economic conditions and historical credit loss activity, the adoption of this standard did not have a material impact on our condensed consolidated financial statements and related disclosures. While the adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements, it required changes to the Company’s process to establish and estimate expected credit losses on available-for-sale investments, reinsurance recoverables and premium receivables.

Fair Value Measurements

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. This standard modifies certain disclosure requirements on fair value measurements. Other amendments in the update did not materially impact the Company. The standard became effective for the Company on January 1, 2020 with no impact on our condensed consolidated financial statements.

Internal Use Software

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard clarifies the accounting for implementation costs in cloud computing arrangements. The standard was effective on January 1, 2020 with no impact on our condensed consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying generally accepted accounting principles to certain contract modifications and hedging relationships that reference London Inter-bank Offered Rate (LIBOR) or another reference rate expected to be discontinued. The guidance is effective upon issuance and generally can be applied through December 31, 2022. The Company is currently evaluating the potential impact of this ASU on the condensed consolidated financial statements.

For information regarding other accounting standards that the Company has not yet adopted, refer to our 2019 Form 10-K, filed on March 10, 2020, the section of Note 1 of the notes to the consolidated financial statements entitled “Accounting Pronouncement Not Yet Adopted”.

v3.20.2
Investments
6 Months Ended
Jun. 30, 2020
Investments Debt And Equity Securities [Abstract]  
Investments

NOTE 2. INVESTMENTS

Securities Available-for-Sale

The following table summarizes the amortized cost and fair value of securities available-for-sale at June 30, 2020 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income:

 

June 30, 2020

 

Cost or Adjusted /

Amortized Cost

 

 

Gross Unrealized

Gains

 

 

Gross Unrealized

Losses

 

 

Fair Value

 

Debt Securities Available-for-sale

 

(In thousands)

 

U.S. government and agency securities (1)

 

$

61,801

 

 

$

1,680

 

 

$

2

 

 

$

63,479

 

States, municipalities and political subdivisions

 

 

102,195

 

 

 

5,176

 

 

 

4

 

 

 

107,367

 

Special revenue

 

 

265,565

 

 

 

9,226

 

 

 

49

 

 

 

274,742

 

Hybrid securities

 

 

99

 

 

 

 

 

 

4

 

 

 

95

 

Industrial and miscellaneous

 

 

242,301

 

 

 

10,301

 

 

 

8

 

 

 

252,594

 

Total

 

$

671,961

 

 

$

26,383

 

 

$

67

 

 

$

698,277

 

 

 

(1)

Includes securities at June 30, 2020 with a carrying amount of $21.5 million that were pledged as collateral for the advance agreement entered into with a financial institution in 2018. The Company is permitted to withdraw or exchange any portion of the pledged collateral over the minimum requirement at any time.

 

The Company’s unrealized losses on corporate bonds have not been recognized because the bonds are of high credit quality with investment grade ratings of A or higher, the Company does not intend to sell and it is unlikely the Company will be required to sell the securities prior to their anticipated recovery, and the decline in fair value is deemed due to changes in interest rates and other market conditions. The bond issuers continue to make timely principal and interest payments on the bonds. After taking into account these and other factors previously described, we believe these unrealized losses generally were caused by a decrease in market interest rates since the time the securities were purchased.

 

The following table summarizes the amortized cost and fair value of securities available-for-sale at December 31, 2019 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income:

 

December 31, 2019

 

Cost or Adjusted /

Amortized Cost

 

 

Gross Unrealized

Gains

 

 

Gross Unrealized

Losses

 

 

Fair Value

 

Debt Securities Available-for-sale

(In thousands)

 

U.S. government and agency securities (1)

 

$

53,836

 

 

$

383

 

 

$

28

 

 

$

54,191

 

States, municipalities and political subdivisions

 

 

74,755

 

 

 

1,641

 

 

 

41

 

 

 

76,355

 

Special revenue

 

 

246,791

 

 

 

3,689

 

 

 

254

 

 

 

250,226

 

Hybrid securities

 

 

100

 

 

 

1

 

 

 

 

 

 

101

 

Industrial and miscellaneous

 

 

202,307

 

 

 

4,097

 

 

 

21

 

 

 

206,383

 

Total

 

$

577,789

 

 

$

9,811

 

 

$

344

 

 

$

587,256

 

 

 

(1)

Includes securities at December 31, 2019 with a carrying amount of $20.2 million that were pledged as collateral for the advance agreement entered into with a financial institution in 2018. The Company is permitted to withdraw or exchange any portion of the pledged collateral over the minimum requirement at any time.

Proceeds received, and the gross realized gains and losses from sales of available-for-sale securities, for the three and six months ended, June 30, 2020 and 2019 are as follows:

 

 

 

Proceeds

 

Gross Realized Gains

 

Gross Realized Losses

 

 

(In thousands)

 

Three months ended June 30, 2020

 

$

39,249

 

 

$

49

 

 

$

87

 

Three months ended June 30, 2019

 

$

35,765

 

 

$

975

 

 

$

140

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds

 

Gross Realized Gains

 

Gross Realized Losses

 

 

(In thousands)

 

Six months ended June 30, 2020

 

$

46,860

 

 

$

135

 

 

$

113

 

Six months ended June 30, 2019

 

$

45,216

 

 

$

968

 

 

$

204

 

 

The Company reviews credit losses and the valuation allowance for expected credit losses each quarter. When all or a portion of a debt security is identified as uncollectible and written off, the valuation allowance for expected credit losses is reduced by the same amount. In general, a security is considered uncollectible no later than when all efforts to collect contractual cash flows have been exhausted. The Company considers the following considerations when deeming a security uncollectible:

 

 

sufficient information was available to determine the issuer of the security is insolvent;

 

receipt of notice of filed bankruptcy, and the collectability is expected to be adversely impacted;

 

issuer has violated multiple debt covenants;

 

the extent to which the market value of the security has been below its cost or amortized costs; and

 

receipt of notice indicating that the issuer does not intend to pay the contractual principal and interest.

 

For the three and six months ended June 30, 2020 the Company sold no equity securities nor did it hold any marketable equity securities as of that date.

 

For the three months ended June 30, 2019, the Company received proceeds from the sale of marketable securities of approximately $21.9 million and recorded a gross gain of $1.3 million and a gross loss of $1.1 million from the sale of these securities. For the six months ended June 30, 2019, the Company received proceeds from the sale of its holdings in marketable equity securities of approximately $23.8 million and recorded a gross gain of $2.7 million and a gross loss of $1.4 million from the sale of these securities. As of June 30, 2019, the Company had unrealized holding gains of $292,000 recognized on nonmarketable other investments still held at reporting date.

The table below summarizes the Company’s fixed maturity securities at June 30, 2020 by contractual maturity periods. Actual results may differ as issuers may have the right to call or prepay obligations, with or without penalties, prior to the contractual maturity of those obligations.

 

 

 

At June 30, 2020

 

 

 

Cost or Amortized Cost

 

 

Percent of Total

 

 

Fair Value

 

 

Percent of Total

 

Maturity dates:

 

(In thousands)

 

 

 

 

 

 

(In thousands)

 

 

 

 

 

Due in one year or less

 

$

80,565

 

 

 

12

%

 

$

81,143

 

 

 

12

%

Due after one year through five years

 

 

242,984

 

 

 

36

%

 

 

251,414

 

 

 

36

%

Due after five years through ten years

 

 

137,887

 

 

 

21

%

 

 

147,093

 

 

 

21

%

Due after ten years

 

 

210,525

 

 

 

31

%

 

 

218,627

 

 

 

31

%

Total

 

$

671,961

 

 

 

100

%

 

$

698,277

 

 

 

100

%

 

The following table summarizes the Company’s net investment income by major investment category for the three and six months ended June 30, 2020 and 2019, respectively:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

 

(In thousands)

 

Debt securities

 

$

2,235

 

 

$

3,571

 

 

$

6,397

 

 

$

6,295

 

Equity securities

 

 

 

 

 

517

 

 

 

 

 

 

944

 

Cash and cash equivalents

 

 

607

 

 

 

197

 

 

 

959

 

 

 

938

 

Other investments

 

 

830

 

 

 

241

 

 

 

265

 

 

 

542

 

Net investment income

 

 

3,672

 

 

 

4,526

 

 

 

7,621

 

 

 

8,719

 

Less: Investment expenses

 

 

376

 

 

 

696

 

 

 

655

 

 

 

1,217

 

Net investment income, less investment expenses

 

$

3,296

 

 

$

3,830

 

 

$

6,966

 

 

$

7,502

 

 

The following tables summarizes debt securities available-for-sale in an unrealized loss position at June 30, 2020, aggregated by major security category and length of time in a continued unrealized loss position (in thousands):

 

 

 

Less Than Twelve Months

 

 

Twelve Months or More

 

June 30, 2020

 

Number of

Securities

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

 

Number of

Securities

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

Debt Securities Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

 

2

 

 

$

1

 

 

$

79

 

 

 

1

 

 

$

1

 

 

$

7

 

States, municipalities and political subdivisions

 

 

3

 

 

 

4

 

 

 

2,471

 

 

 

 

 

 

 

 

 

 

Special revenue

 

 

22

 

 

 

45

 

 

 

14,227

 

 

 

11

 

 

 

4

 

 

 

196

 

Hybrid securities

 

 

1

 

 

 

4

 

 

 

95

 

 

 

 

 

 

 

 

 

 

Industrial and miscellaneous

 

 

15

 

 

 

8

 

 

 

11,122

 

 

 

 

 

 

 

 

 

 

Total fixed maturity securities

 

 

43

 

 

$

62

 

 

$

27,994

 

 

 

12

 

 

$

5

 

 

$

203

 

 

The Company evaluates expected credit losses for available-for-sale securities (“AFS”) when fair value is below amortized cost. AFS securities are evaluated for potential credit loss on an individual security level but the evaluation may use assumptions consistent with expectations of credit losses for a group of similar securities. If the Company has the intent to sell or will be required to sell the security before recovery, the entire impairment loss will be recorded through income to net realized gains and losses. If the Company does not have the intent to sell or will not be required to sell the security before recovery, an allowance for credit losses is established and the portion of loss that relates to credit losses is recorded in income to net realized and unrealized gains (losses) and the portion of the loss that relates to the non-credit loss is recorded in Other comprehensive income. At June 30, 2020, the Company did not intend to sell the securities with an unrealized loss position in accumulated other comprehensive income, and it is not likely that it will be required to sell these securities before recovery of their amortized cost basis. Further, the Company did not believe it had a credit event and therefore did not record any credit allowance for securities that were in an unrealized loss position at June 30, 2020.

 

The following tables summarizes debt securities available-for-sale in an unrealized loss position at December 31, 2019, aggregated by major security category and length of time in a continued unrealized loss position (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less Than Twelve Months

 

 

Twelve Months or More

 

December 31, 2019

 

Number of

Securities

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

 

Number of

Securities

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

Debt Securities Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

 

9

 

 

$

10

 

 

$

1,476

 

 

 

23

 

 

$

18

 

 

$

4,288

 

States, municipalities and political

subdivisions

 

 

6

 

 

 

38

 

 

 

7,613

 

 

 

3

 

 

 

3

 

 

 

1,440

 

Special revenue

 

 

62

 

 

 

145

 

 

 

24,862

 

 

 

95

 

 

 

109

 

 

 

13,159

 

Industrial and miscellaneous

 

 

25

 

 

 

13

 

 

 

12,601

 

 

 

16

 

 

 

8

 

 

 

3,202

 

Total fixed maturity securities

 

 

102

 

 

$

206

 

 

$

46,552

 

 

 

137

 

 

$

138

 

 

$

22,089

 

 

Other Investments

Classified in other investments, the Company has interest in limited partnerships (“LPs”), Partnership Real Estate Investment Trust (REITs) and Limited Liability Companies (“LLCs”) totaling $6.4 million at June 30, 2020 and December 31, 2019.  The Company is not the primary beneficiary and does not consolidate these investments. These investments are carried at net asset value, which approximates fair value with changes in fair value recorded in net realized and unrealized gains (losses) on the Company’s consolidated statement of operations and other comprehensive income. Realized gains (losses) on sales of these investments are reported within net realized and unrealized gains (losses) on the Company’s condensed consolidated statement of operations and other comprehensive income.

v3.20.2
Fair Value of Financial Instruments
6 Months Ended
Jun. 30, 2020
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments

NOTE 3. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is determined based on the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

We are required to use an established hierarchy for fair value measurements based upon the inputs to the valuation and degree to which they are observable or not observable in the market. The three levels in the hierarchy are as follows:

 

Level 1 – Inputs to the valuation based on quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date.

 

Level 2 – Inputs to the valuation include quoted prices in either markets that are not active, or in active markets for similar assets or liabilities, inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data.

 

Level 3 – Inputs to the valuation that are unobservable inputs for the asset or liability.

The highest priority is assigned Level 1 inputs and the lowest priority to Level 3 inputs.

We did not hold any Level 3 assets or liabilities as of June 30, 2020 or December 31, 2019.

The carrying value of premium receivables and accounts payable, accrued expense, revolving loans and borrowings under our senior secured credit facility approximate their fair value. The rate at which revolving loans and borrowings under our senior secured credit facility bear interest resets periodically at market interest rates. All of these items are considered Level 1 assets and liabilities.

Investments excluded from the fair value hierarchy

The Company has interests in LPs, REITs and LLCs. This investment categorization has the potential for higher returns but also the potential for higher degrees of risk, including less than stable rates of returns and may provide less liquidity. These investments are carried at net asset value, as reported by the managers of the funds, and are excluded from the fair value hierarchy.

The table below presents the balances of our invested assets measured at fair value on a recurring basis:

 

June 30, 2020

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Invested Assets:

 

(in thousands)

 

Debt Securities Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

$

63,479

 

 

$

374

 

 

$

63,105

 

 

$

 

States, municipalities and political subdivisions

 

 

107,367

 

 

 

 

 

 

107,367

 

 

 

 

Special revenue

 

 

274,742

 

 

 

 

 

 

274,742

 

 

 

 

Hybrid securities

 

 

95

 

 

 

 

 

 

95

 

 

 

 

Industrial and miscellaneous

 

 

252,594

 

 

 

 

 

 

252,594

 

 

 

 

Total debt securities

 

 

698,277

 

 

 

374

 

 

 

697,903

 

 

 

 

Investments reported at NAV(1)

 

 

7,973

 

 

 

 

 

 

 

 

 

 

Total investments

 

$

706,250

 

 

$

374

 

 

$

697,903

 

 

$

 

 

December 31, 2019

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Invested Assets:

 

(in thousands)

 

Debt Securities Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

$

54,191

 

 

$

366

 

 

$

53,825

 

 

$

 

States, municipalities and political subdivisions

 

 

76,355

 

 

 

 

 

 

76,355

 

 

 

 

Special revenue

 

 

250,226

 

 

 

 

 

 

250,226

 

 

 

 

Hybrid securities

 

 

101

 

 

 

 

 

 

101

 

 

 

 

Industrial and miscellaneous

 

 

206,383

 

 

 

 

 

 

206,383

 

 

 

 

Total debt securities

 

 

587,256

 

 

 

366

 

 

 

586,890

 

 

 

 

Investments reported at NAV(1)

 

 

7,993

 

 

 

 

 

 

 

 

 

 

Total investments

 

$

595,249

 

 

$

366

 

 

$

586,890

 

 

$

 

 

(1)

Includes $1.6 million and $1.6 million of Federal Home Loan Banks membership shares held by the Company as of June 30, 2020 and December 31, 2019, respectively.

Non-recurring fair value measurements

Assets and liabilities that are measured at fair value on a non-recurring basis include intangible assets and goodwill which are recognized at fair value during the period in which an acquisition is completed, from updated estimates and assumptions during the measurement period, or when they are considered to be impaired. These non-recurring fair value measurements, primarily for intangible assets acquired, were based on Level 3 unobservable inputs. For the quarters ended June 30, 2020 and 2019, these non-recurring fair value inputs consisted of brand, agent relationships, renewal rights, customer relations, trade names, non-compete and goodwill. To evaluate such assets for a potential impairment, we determine the fair value of the goodwill and intangible assets using a combination of a discounted cash flow approach and market approaches, which contain significant unobservable inputs and therefore are considered a Level 3 fair value measurement. The unobservable inputs in the analysis generally include future cash flow projections and a discount rate.

There were no non-recurring fair value adjustments to intangible assets and goodwill during the first two quarters of 2020 and 2019. We record any measurement period adjustments to the fair value of assets acquired and liabilities assumed, with the corresponding offset to goodwill.

v3.20.2
Other Comprehensive Income
6 Months Ended
Jun. 30, 2020
Comprehensive Income Net Of Tax [Abstract]  
Other Comprehensive Income

NOTE 4. OTHER COMPREHENSIVE INCOME

The following table is a summary of other comprehensive income (loss) and discloses the tax impact of each component of other comprehensive income for the three and six months ended June 30, 2020 and 2019, respectively:

 

 

 

For the Three Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

 

(in thousands)

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized losses on investments, net

 

$

14,823

 

 

$

(3,431

)

 

$

11,392

 

 

$

7,068

 

 

$

(1,293

)

 

$

5,775

 

Reclassification adjustment of realized losses (gains) included in net income

 

 

38

 

 

 

(9

)

 

 

29

 

 

 

59

 

 

 

(11

)

 

 

48

 

Effect on other comprehensive income

 

$

14,861

 

 

$

(3,440

)

 

$

11,421

 

 

$

7,127

 

 

$

(1,304

)

 

$

5,823

 

 

 

 

For the Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

 

(in thousands)

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized losses on investments, net

 

$

16,850

 

 

$

(3,900

)

 

$

12,950

 

 

$

15,104

 

 

$

(3,617

)

 

$

11,487

 

Reclassification adjustment of realized losses (gains) included in net income

 

 

(22

)

 

 

5

 

 

 

(17

)

 

 

394

 

 

 

(95

)

 

 

299

 

Effect on other comprehensive income

 

$

16,828

 

 

$

(3,895

)

 

$

12,933

 

 

$

15,498

 

 

$

(3,712

)

 

$

11,786

 

 

v3.20.2
Leases
6 Months Ended
Jun. 30, 2020
Leases [Abstract]  
Leases

NOTE 5. LEASES

The Company has entered into operating and financing leases primarily for real estate and vehicles. The Company will determine whether an arrangement is a lease at inception of the agreement. The operating leases have terms of one to ten years, and often include one or more options to renew. These renewal terms can extend the lease term from two to ten years, and are included in the lease term when it is reasonably certain that the Company will exercise the option. The Company considers these options in determining the lease term used in establishing our right-of-use assets and lease obligations. The Company lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Because the rate implicit in each operating lease is not readily determinable, the Company uses its incremental borrowing rate to determine present value of the lease payments. The Company used the implicit rates within the finance leases.

Components of the Company’s lease costs for the three and six months ended June 30, 2020 and 2019 are as follows (in thousands):

 

 

 

Three Months Ended June 30, 2020

 

 

Three Months Ended June 30, 2019

 

Amortization of ROU assets - Finance leases

 

$

21

 

 

$

18

 

Interest on lease liabilities - Finance leases

 

 

5

 

 

 

7

 

Variable lease cost (cost excluded from lease payments)

 

 

125

 

 

 

111

 

Operating lease cost (cost resulting from lease payments)

 

 

338

 

 

 

328

 

Total lease cost

 

$

489

 

 

$

464

 

 

 

 

 

Six Months Ended June 30, 2020

 

 

Six Months Ended June 30, 2019

 

Amortization of ROU assets - Finance leases

 

$

43

 

 

$

38

 

Interest on lease liabilities - Finance leases

 

 

11

 

 

 

14

 

Variable lease cost (cost excluded from lease payments)

 

 

256

 

 

 

221

 

Operating lease cost (cost resulting from lease payments)

 

 

685

 

 

 

588

 

Total lease cost

 

$

995

 

 

$

861

 

 

Supplemental cash flow information and non-cash activity related to our operating and financing leases as of June 30, 2020 and 2019 are as follows (in thousands):

 

 

 

June 30, 2020

 

 

June 30, 2019

 

Finance lease - Operating cash flows

 

$

11

 

 

$

16

 

Finance lease - Financing cash flows

 

$

36

 

 

$

47

 

 

 

 

 

 

 

 

 

 

Operating lease - Operating cash flows (fixed payments)

 

$

720

 

 

$

341

 

Operating lease - Operating cash flows (liability reduction)

 

$

507

 

 

$

276

 

 

Supplemental balance sheet information related to our operating and financing leases as of June 30, 2020 are as follows (in thousands):

 

 

 

Balance Sheet

Classification

 

June 30, 2020

 

Right-of-use assets - operating

 

Other assets

 

$

6,377

 

Right-of-use assets - finance

 

Other assets

 

$

259

 

Lease Liability (1) - operating

 

Accounts payable and other liabilities

 

$

(8,083

)

Lease Liability - finance

 

Accounts payable and other liabilities

 

$

(288

)

 

 

 

 

 

 

 

(1) Includes $1.3 million in lease incentives received in the first quarter of 2019.

 

 

Weighted-average remaining lease term and discount rate for our operating and financing leases as of June 30, 2020 are as follows:

 

 

 

June 30, 2020

 

Weighted average lease term - Finance leases

 

3.18 yrs.

 

Weighted average lease term - Operating leases

 

7.41 yrs.

 

Weighted average discount rate - Finance leases

 

 

7.1

%

Weighted average discount rate - Operating leases

 

 

5.3

%

 

Maturities of lease liabilities by fiscal year for our operating and financing leases as of June 30, 2020 are as follows (in thousands):

 

 

 

June 30, 2020

 

2020 remaining

 

$

765

 

2021

 

 

1,548

 

2022

 

 

1,566

 

2023

 

 

1,487

 

2024

 

 

1,112

 

Thereafter

 

 

3,694

 

Total lease payments

 

 

10,172

 

Less: imputed interest

 

 

(1,801

)

Present value of lease liabilities

 

$

8,371

 

v3.20.2
Property and Equipment, Net
6 Months Ended
Jun. 30, 2020
Property Plant And Equipment [Abstract]  
Property and Equipment, Net

NOTE 6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following at June 30, 2020 and December 31, 2019:

 

 

 

June 30, 2020

 

 

December 31, 2019

 

 

 

(In thousands)

 

Land

 

$

2,582

 

 

$

2,582

 

Building

 

 

11,390

 

 

 

11,390

 

Computer hardware and software

 

 

5,725

 

 

 

5,712

 

Office furniture and equipment

 

 

2,007

 

 

 

2,007

 

Tenant and leasehold improvements

 

 

8,133

 

 

 

8,105

 

Vehicle fleet

 

 

850

 

 

 

789

 

Total, at cost

 

 

30,687

 

 

 

30,585

 

Less: accumulated depreciation and amortization

 

 

(10,689

)

 

 

(9,832

)

Property and equipment, net

 

$

19,998

 

 

$

20,753

 

 

Depreciation and amortization expense for property and equipment was $425,000 and $1.0 million for the three months ended June 30, 2020 and 2019, respectively and $857,000 and $1.6 million for the six months ended June 30, 2020 and 2019, respectively. The Company’s real estate consists of 15 acres of land and five buildings with a gross area of 229,000 square feet and a parking garage.

v3.20.2
Goodwill and Other Intangible Assets
6 Months Ended
Jun. 30, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets

NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS

 

Goodwill and Intangible Assets

 

At June 30, 2020 and December 31, 2019 goodwill was $152.5 million and intangible assets were $65.5 million and $68.6 million, respectively. The Company has determined the useful life of the other intangible assets to range between 2.5-15 years. The Company has recorded $1.3 million relating to insurance licenses and has classified the licenses as an indefinite lived intangible asset which is subject to annual impairment testing concurrent with goodwill.

 

 

 

Goodwill

 

 

 

(in thousands)

 

Balance as of December 31, 2019

 

$

152,459

 

Goodwill acquired

 

 

Impairment

 

 

Balance as of June 30, 2020

 

$

152,459

 

 

Our annual goodwill impairment analysis was performed as of October 1, 2019. Management had determined that an impairment review was appropriate for the first quarter of 2020 given the potential impact of the COVID-19 pandemic. We qualitatively assessed whether it was more likely than not that the goodwill and indefinite-lived assets were impaired as of March 31, 2020. For the second quarter of 2020 there had been no change in the Company’s qualitative assessment results for its goodwill assessment, and based on that assessment management determined that our goodwill and indefinite-lived assets are not impaired for the period ended June 30, 2020.

Other Intangible Assets

Our intangible assets consist of brand, agent relationships, renewal rights, customer relations, trade names, non-competes and insurance licenses. Finite-lived intangibles assets are amortized over their useful lives from 2.5 to fifteen years.

Amortization expense of our intangible assets was $1.6 million and $2.1 million for the three months ended June 30, 2020 and 2019, respectively, and $3.2 million and $4.2 million for the six months ended June 30, 2020 and 2019, respectively. No impairment in the value of amortizing or non-amortizing intangible assets was recognized during the three months ended June 30, 2020 or 2019.

Estimated annual pretax amortization of intangible assets for each of the next five years and thereafter is as follows (in thousands):

 

Year

 

Amount(1)

 

2020 - remaining

 

$

3,183

 

2021

 

$

6,351

 

2022

 

$

6,351

 

2023

 

$

6,351

 

2024

 

$

6,351

 

Thereafter

 

$

35,559

 

Total

 

$

64,146

 

 

 

(1)

Excludes insurance licenses valued at $1.3 million and classified as an indefinite lived intangible which is subject to annual impairment testing and not amortized.

v3.20.2
Other Assets
6 Months Ended
Jun. 30, 2020
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]  
Other Assets

NOTE 8. OTHER ASSETS

The following table summarizes the Company’s other assets for the periods indicated:

 

Description

 

June 30, 2020

 

 

December 31, 2019

 

 

 

(In thousands)

 

Other amounts receivable

 

 

8,876

 

 

 

1,185

 

State underwriting pooling & assoc.

 

 

4,213

 

 

 

3,165

 

Prepaid expense

 

 

4,057

 

 

 

3,999

 

Right to use assets

 

 

6,636

 

 

 

6,645

 

Other assets

 

 

306

 

 

 

1,328

 

Premium tax

 

 

4,716

 

 

 

1,788

 

Total other assets

 

$

28,804

 

 

$

18,110

 

 

Recorded in other amounts receivable are two Secured Promissory Notes (“Notes”) that a single debtor made in January 2020 in favor of the Company, in the amount of $3.75 million each. The Notes mature on February 1, 2023 and bear an 8% interest rate per annum, with principal payments in equal installments of $300,000 due on the first day of each month commencing on June 1, 2021. Interest payments commenced on March 1, 2020. A Security Agreement that collateralizes the Notes was entered into at the time of issuance. The debtor has the right to prepay the note in part or whole after the 27th month of current payments of principal and interest without penalties or fees.

v3.20.2
Earnings Per Share
6 Months Ended
Jun. 30, 2020
Earnings Per Share [Abstract]  
Earnings Per Share

NOTE 9. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share (“EPS”) for the periods indicated.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders (000's)

 

$

4,132

 

 

$

721

 

 

$

11,752

 

 

$

7,685

 

Weighted average shares outstanding

 

 

27,876,801

 

 

 

29,346,234

 

 

 

28,212,735

 

 

 

29,442,363

 

Basic earnings per share:

 

$

0.15

 

 

$

0.02

 

 

$

0.42

 

 

$

0.26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders (000's)

 

$

4,132

 

 

$

721

 

 

$

11,752

 

 

$

7,685

 

Weighted average shares outstanding

 

 

27,876,801

 

 

 

29,346,234

 

 

 

28,212,735

 

 

 

29,442,363

 

Weighted average dilutive shares

 

 

36,895

 

 

 

6,562

 

 

 

18,539

 

 

 

5,305

 

Total weighted average dilutive shares

 

 

27,913,696

 

 

 

29,352,796

 

 

 

28,231,273

 

 

 

29,447,668

 

Diluted earnings per share:

 

$

0.15

 

 

$

0.02

 

 

$

0.42

 

 

$

0.26

 

 

v3.20.2
Deferred Reinsurance Ceding Commission
6 Months Ended
Jun. 30, 2020
Insurance [Abstract]  
Deferred Reinsurance Ceding Commission

NOTE 10. DEFERRED REINSURANCE CEDING COMMISSION

The Company defers reinsurance ceding commission income, which is amortized over the effective period of the related insurance policies. For the quarter ended June 30, 2020 and 2019, the Company allocated ceding commission income of $11.3 million and $12.1 million to policy acquisition costs and $3.6 million and $4.0 million to general and administrative expense, respectively. For the six months ended June 30, 2020 and 2019, the Company allocated ceding commission income of $21.7 million and $25.0 million to policy acquisition costs and $7.1 million and $8.3 million to general and administrative expense, respectively.

The table below depicts the activity with regard to deferred reinsurance ceding commission during the three and six months ended June 30, 2020 and 2019.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Beginning balance of deferred ceding commission income

 

$

34,380

 

 

$

40,474

 

 

$

37,464

 

 

$

44,996

 

Ceding commission deferred

 

 

15,074

 

 

 

10,389

 

 

 

25,919

 

 

 

23,036

 

Less: ceding commission earned

 

 

(14,892

)

 

 

(16,158

)

 

 

(28,821

)

 

 

(33,327

)

Ending balance of deferred ceding commission income

 

$

34,562

 

 

$

34,705

 

 

$

34,562

 

 

$

34,705

 

 

v3.20.2
Deferred Policy Acquisition Costs
6 Months Ended
Jun. 30, 2020
Insurance [Abstract]  
Deferred Policy Acquisition Costs

NOTE 11. DEFERRED POLICY ACQUISITION COSTS

The Company incurs incremental policy acquisition costs that vary with, and are directly related to, the production of new business. Policy acquisition costs consist of the following four items: (i) commissions paid to outside agents at the time of policy issuance; (ii) policy administration fees paid to a third-party administrator at the time of policy issuance; (iii) premium taxes; and (iv) inspection fees. The Company capitalizes incremental policy acquisition costs that are directly related to the successful efforts of acquiring new or renewed insurance contracts to the extent recoverable, then the Company amortizes those costs over the contract period of the related policy. The Company defers the incurred incremental policy acquisition costs, commonly referred to as deferred policy acquisition costs (“DPAC”), which are amortized over the effective period of the related insurance policies.

The Company anticipates that its DPAC costs will be fully recoverable in the near term. The table below depicts the activity with regard to DPAC during the three and six months ended June 30, 2020 and 2019.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Beginning Balance

 

$

74,895

 

 

$

69,883

 

 

$

77,211

 

 

$

73,055

 

Policy acquisition costs deferred

 

 

48,173

 

 

 

35,271

 

 

 

86,304

 

 

 

73,901

 

Amortization

 

 

(41,478

)

 

 

(31,090

)

 

 

(81,925

)

 

 

(72,892

)

Ending Balance

 

$

81,590

 

 

$

74,064

 

 

$

81,590

 

 

$

74,064

 

 

v3.20.2
Income Taxes
6 Months Ended
Jun. 30, 2020
Income Tax Disclosure [Abstract]  
Income Taxes

NOTE 12. INCOME TAXES

For the three months ended June 30, 2020 and 2019, the Company recorded $1.1 million and $0.4 million, respectively, of income tax expense which corresponds to effective tax rates of 21.2% and 33.8%, respectively. For the six months ended June 30, 2020 and 2019, the Company recorded $4.3 million and $2.7 million, respectively, of income tax expense which corresponds to effective tax rates of 26.7% and 26.3%, respectively. Effective tax rates are dependent upon components of pre-tax earnings and the related tax effects. The effective tax rates for calendar years 2020 and 2019 were affected by various permanent tax differences, predominately disallowed executive compensation deductions which were further limited in 2018 and future years upon the enactment of H.R.1, commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”). Additionally, the state effective income tax rate fluctuated as a result of changes in the geographic dispersion of our business and a state income tax refund received in the second quarter. The effective tax rate can fluctuate throughout the year as estimates used in the tax provision for each quarter are updated as more information becomes available throughout the year.

The table below summarizes the significant components of our net deferred tax liability for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2020

 

 

December 31, 2019

 

Deferred tax assets:

 

(In thousands)

 

Unearned premiums

 

$

8,274

 

 

$

12,585

 

Unearned commission

 

 

8,000

 

 

 

8,671

 

Tax-related discount on loss reserve

 

 

2,668

 

 

 

2,716

 

Stock-based compensation

 

 

527

 

 

 

297

 

Accrued expenses

 

 

1,987

 

 

 

757

 

Leases

 

 

334

 

 

 

331

 

Other

 

 

1,908

 

 

 

1,890

 

Total deferred tax asset

 

 

23,698

 

 

 

27,247

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Deferred acquisition costs

 

 

18,885

 

 

 

17,871

 

Prepaid expenses

 

 

268

 

 

 

153

 

Unrealized gains

 

 

6,090

 

 

 

2,195

 

Property and equipment

 

 

1,176

 

 

 

1,029

 

Note discount

 

 

404

 

 

 

478

 

Basis in purchased investments

 

 

76

 

 

 

100

 

Basis in purchased intangibles

 

 

16,286

 

 

 

16,977

 

Other

 

 

1,470

 

 

 

1,067

 

Total deferred tax liabilities

 

 

44,655

 

 

 

39,870

 

Net deferred tax liability

 

$

(20,957

)

 

$

(12,623

)

 

In April 2019, the Company was notified by the tax authority that the federal income tax returns for the years 2015, 2016 and 2017 will be examined. The Company does not believe the examination results will have an adverse impact on the condensed consolidated financial statements.

At June 30, 2020 and December 31, 2019, we had no significant uncertain tax positions or unrecognized tax benefits that, if recognized, would impact the effective income tax rate.

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted on March 27, 2020 in the United States. The CARES Act and related notices include several significant provisions, including delaying certain payroll tax payments, mandatory transition tax payments under the TCJ Act, and estimated income tax payments that we are deferring to future periods. We do not currently expect the CARES Act to have a material impact on our financial results, including on our annual estimated effective tax rate or on our liquidity. We will continue to monitor and assess the impact the CARES Act and similar legislation may have on our business and financial results.

v3.20.2
Reinsurance
6 Months Ended
Jun. 30, 2020
Insurance [Abstract]  
Reinsurance

NOTE 13. REINSURANCE

Overview

The Company’s reinsurance program is designed, utilizing the Company’s risk management methodology, to address its exposure to catastrophes or large non-catastrophic losses. The Company’s program provides reinsurance protection for catastrophes including hurricanes, tropical storms, tornadoes and winter storms. The Company’s reinsurance agreements are part of its catastrophe management strategy, which is intended to provide its stockholders an acceptable return on the risks assumed in its property business, and to reduce variability of earnings, while providing protection to the Company’s policyholders.

In order to limit our potential exposure to catastrophic events, we purchase significant reinsurance from third party reinsurers. The catastrophe reinsurance may be on an excess of loss or quota share basis. We also purchase reinsurance for non-catastrophe losses on a quota share, per risk or facultative basis. Purchasing a sufficient amount of reinsurance to cover catastrophic losses from single or multiple events or significant non-catastrophe losses is an important part of our risk strategy, and premiums ceded to reinsurers is one of our largest costs. Reinsurance involves transferring, or “ceding”, 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 liable for the entire insured loss.

Our reinsurance agreements are prospective contracts. We record an asset, prepaid reinsurance premiums, and a liability, reinsurance payable, for the entire contract amount upon commencement of our new reinsurance agreements. We amortize our catastrophe reinsurance premiums over the 12-month contract period, which generally begins on June 1, on a straight-line basis. Our quota share reinsurance is amortized over the 12-month contract period and is currently on a calendar basis.

In the event that we incur losses and loss adjustment expenses recoverable under our reinsurance program, we record amounts recoverable from our reinsurers on paid losses plus an estimate of amounts recoverable on unpaid losses. The estimate of amounts recoverable on unpaid losses is a function of our liability for unpaid losses associated with the reinsured policies; therefore, the amount changes in conjunction with any changes to our estimate of unpaid losses. As a result, a reasonable possibility exists that an estimated recovery may change significantly in the near term from the amounts included in our consolidated financial statements.

Our insurance regulators and rating agency require all insurance companies, like us, to have a certain amount of capital and reinsurance coverage in order to cover losses and loss adjustment expenses upon the occurrence of a catastrophic event. Our 2020-2021 reinsurance program provides reinsurance in excess of our state regulator and rating agency requirements. The nature, severity and location of the event giving rise to such a probable maximum loss differs for each insurer depending on the insurer’s portfolio of insured risks, including, among other things, the geographic concentration of insured value within such portfolio. As a result, a particular catastrophic event could be a one-in-100-year loss event for one insurance company while having a greater or lesser probability of occurrence for another insurance company. We also purchase reinsurance coverage to protect against the potential for multiple catastrophic events occurring in the same year. We share portions of our reinsurance program coverage among our insurance company affiliates.

Catastrophe Excess of Loss Reinsurance

Effective June 1, 2020, we entered into catastrophe excess of loss reinsurance agreements covering Heritage Property & Casualty Insurance Company (“Heritage P&C”), Zephyr Insurance Company (“Zephyr”) and Narragansett Bay Insurance Company (“NBIC”). The catastrophe reinsurance programs are allocated amongst traditional reinsurers, the Florida Hurricane Catastrophe Fund (“FHCF”) and Osprey Re Ltd (“Osprey”), our captive reinsurer. The FHCF covers Florida risks only and we elected to participate at 90%. Our third-party reinsurers are either rated “A-” or higher by A.M. Best or S&P or are fully collateralized, to reduce credit risk.

The reinsurance program, which is segmented into layers of coverage, protects the Company for excess property catastrophe losses and loss adjustment expenses. The 2020-2021 reinsurance program provides first event coverage up to $1.35 billion for Heritage P&C, first event coverage up to $965.0 million for NBIC, and first event coverage up to $690.0 million for Zephyr. Our first event retention in a 1 in 100 year event would include retention for the respective insurance company as well as any retention by Osprey. The first event maximum retention up to a 1 in 100 year event for each insurance company subsidiary is as follows: Heritage P&C – $20.0 million; Zephyr – $20.0 million; NBIC – $13.3 million. In a 1 to 100 year event and including Osprey’s retention, the range of loss depending upon the geographic region affected would be between an additional $22.1 million to $41.8 million above the amounts noted for the insurance company retentions.

The majority of our program was placed on a cascading basis which provides greater horizontal protection in a multiple small events scenario and features additional coverage enhancements.

We are responsible for all losses and loss adjustment expenses in excess of our reinsurance program. For second or subsequent catastrophic events, our total available coverage depends on the magnitude of the first event, as we may have coverage remaining from layers that were not previously fully exhausted. An aggregate of $2.6 billion of limit purchased in 2020 includes reinstatement through the purchase of reinstatement premium protection. In total, we have purchased $2.6 billion of potential reinsurance coverage, including our retention, for multiple catastrophic events. The amount of coverage, however, will be subject to the severity and frequency of such events.

The Company's estimated net cost for the 2020-2021 catastrophe reinsurance programs is approximately $272.1 million.

Gross Quota Share Reinsurance

NBIC did not enter into a gross quota share reinsurance program for the contract term beginning June 1, 2019, nor was a gross quota share reinsurance program entered into in 2020. For the 2018 contract term, NBIC purchased an 8% gross quota share reinsurance treaty effective June 1, 2018 through May 31, 2019 which provided ground up loss recoveries of up to $1.0 billion.

Net Quota Share Reinsurance

Our Net Quota Share coverage is proportional reinsurance, which applies to business underwritten by NBIC, for which certain of our other reinsurance (property catastrophe excess of loss and the second layer of the general excess of loss) inures to the quota share program. An occurrence limit of $20.0 million for catastrophe losses is in effect on the quota share program, subject to certain aggregate loss limits that vary by reinsurer. The amount and rate of ceding commissions slide, within a prescribed minimum and maximum, depending on loss performance. The Net Quota Share program was renewed on December 31, 2019 ceding 56% of the net premiums and losses and 5% of the prior year quota share is in run off.

Aggregate Coverage

$976.0 million of limit is structured on an aggregate basis (Top and Aggregate, Layer 1, Layer 2, Layer 3, Layer 4, Multi-Zonal and northeast only). To the extent that this coverage is not fully exhausted in the first catastrophic event, it provides coverage commencing at its reduced retention for second and subsequent events where underlying coverage has been previously exhausted. The Company purchased reinstatement premium protection for $621.0 million of this coverage, which can be reinstated one time. Layers (with exception to FHCF) are “net” of a $40.0 million attachment point. Layers inure to the subsequent layers if the aggregate limit of the preceding layer(s) is exhausted, and a portion of the subsequent layer cascades down in its place.

Additionally, for business underwritten by NBIC, we placed 42.5% of an aggregate contract to cover, all catastrophe losses excluding named storms from December 1, 2019 to March 31, 2020. The limit on the contract was $20.0 million, with a retention of $20.0 million and franchise deductible of $1.0 million. This program was not replaced.

We placed 100% of an occurrence contract for our business underwritten by NBIC which covers all catastrophe losses excluding named storms, on December 31, 2019, expiring December 31, 2020. The limit on the contract is $20.0 million with a retention of $20.0 million and has one reinstatement available.

Per Risk Coverage

For losses arising from business underwritten by Heritage P&C and losses arising from commercial residential business underwritten by NBIC, excluding losses from named storms, the Company purchased property per risk coverage for losses and loss adjustment expenses in excess of $1.0 million per claim. The limit recovered for an individual loss is $9.0 million and total limit for all losses is $27.0 million. There are two reinstatements available with additional premium due based on the amount of the layer exhausted. For losses arising from commercial residential business underwritten by NBIC, the Company purchased property per risk coverage for losses and loss adjustments expenses in excess of $750,000 per claim. The limit recovered for an individual loss is $250,000 and total limit for all losses is $750,000. There are two reinstatements available with additional premium due based on the amount of the layer exhausted.

In addition, the Company purchased facultative reinsurance for losses in excess of $10.0 million for any properties it insured where the total insured value exceeded $10.0 million. This coverage applies to losses arising from business underwritten by Heritage P&C and losses arising commercial residential business underwritten by NBIC, excluding losses from named storms.

General Excess of Loss

Our general excess of loss reinsurance protects business underwritten by NBIC and Zephyr multi-peril policies from single risk losses. The coverage is in two layers in excess of our retention of the first $400,000 of loss. The first layer is $350,000 excess $400,000 for property and casualty and the second layer for property is $2.75 million excess $750,000. The second layer for casualty is $1.25 million excess $750,000. This coverage was in place from July 1, 2019 through June 30, 2020.

In addition, we purchased facultative reinsurance for losses underwritten by NBIC in excess of $3.5 million.

Effect of Reinsurance

The Company’s reinsurance arrangements had the following effect on certain items in the condensed consolidated statement of income for the three and six months ended June 30, 2020 and 2019:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

 

(In thousands)

 

Premium written:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

$

290,432

 

 

$

254,840

 

 

$

519,534

 

 

$

465,188

 

Ceded

 

 

(327,962

)

 

 

(312,600

)

 

 

(358,599

)

 

 

(359,442

)

Net

 

$

(37,530

)

 

$

(57,760

)

 

$

160,935

 

 

$

105,746

 

Premiums earned:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

$

241,792

 

 

$

229,958

 

 

$

476,508

 

 

$

458,548

 

Ceded

 

 

(112,735

)

 

 

(115,875

)

 

 

(221,445

)

 

 

(234,774

)

Net

 

$

129,057

 

 

$

114,083

 

 

$

255,063

 

 

$

223,774

 

Loss and Loss Adjustment Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

$

139,311

 

 

$

162,390

 

 

$

246,676

 

 

$

274,566

 

Ceded

 

 

(60,442

)

 

 

(88,091

)

 

 

(99,626

)

 

 

(138,128

)

Net

 

$

78,869

 

 

$

74,299

 

 

$

147,050

 

 

$

136,438

 

 

v3.20.2
Reserve For Unpaid Losses And Adjustment Expenses
6 Months Ended
Jun. 30, 2020
Insurance [Abstract]  
Reserve for Unpaid Losses And Loss Adjustment Expenses

NOTE 14. RESERVE FOR UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES

The Company determines the reserve for unpaid losses and loss adjustment expenses (“LAE”) on an individual-case basis for all incidents reported. The liability also includes amounts which are commonly referred to as incurred but not reported, or “IBNR”, claims as of the balance sheet date.

The table below summarizes the activity related to the Company’s reserve for unpaid losses and LAE:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Balance, beginning of period

 

$

607,177

 

 

$

404,484

 

 

$

613,533

 

 

$

432,359

 

Less: reinsurance recoverable on unpaid losses

 

 

387,637

 

 

 

214,471

 

 

 

393,630

 

 

 

250,507

 

Net balance, beginning of period

 

 

219,540

 

 

 

190,013

 

 

 

219,903

 

 

 

181,852

 

Incurred related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year

 

 

83,822

 

 

 

75,623

 

 

 

156,153

 

 

 

138,348

 

Prior years

 

 

(4,953

)

 

 

(1,324

)

 

 

(9,103

)

 

 

(1,910

)

Total incurred

 

 

78,869

 

 

 

74,299

 

 

 

147,050

 

 

 

136,438

 

Paid related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year

 

 

55,372

 

 

 

34,793

 

 

 

76,608

 

 

 

43,155

 

Prior years

 

 

26,689

 

 

 

22,130

 

 

 

73,997

 

 

 

67,746

 

Total paid

 

 

82,061

 

 

 

56,923

 

 

 

150,605

 

 

 

110,901

 

Net balance, end of period

 

 

216,348

 

 

 

207,389

 

 

 

216,348

 

 

 

207,389

 

Plus: reinsurance recoverable on unpaid losses

 

 

404,370

 

 

 

223,023

 

 

 

404,370

 

 

 

223,023

 

Balance, end of period

 

$

620,718

 

 

$

430,412

 

 

$

620,718

 

 

$

430,412

 

 

As of June 30, 2020, the Company reported $216.3 million in unpaid losses and loss adjustment expenses, net of reinsurance which included $160.2 million attributable to IBNR net of reinsurance recoverable, or 74.1% of net reserves for unpaid losses and loss adjustment expenses.

v3.20.2
Long-Term Debt
6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Long-Term Debt

NOTE 15. LONG-TERM DEBT

Convertible Senior Notes

In August 2017 and September 2017, the Company issued in aggregate $136.8 million of 5.875% Convertible Senior Notes (“Convertible Notes”) maturing on August 1, 2037, unless earlier repurchased, redeemed or converted. Interest is payable semi-annually in arrears, on February 1, and August 1 of each year, commencing in 2018.

As of June 30, 2020, the Company had $21.7 million of the Convertible Notes outstanding, net of issuance and debt discount costs in aggregate of approximately, $1.7 million. For the six months ended June 30, 2020 and 2019, the Company made in aggregate interest payments of approximately $1.4 million and $1.5 million respectively on the Convertible Notes.

Debt Extinguishment

On February 19, 2019, the Company reacquired $5.8 million of its outstanding Convertible Notes for approximately $2.9 million, which was paid in cash and the issuance of 285,201 shares of the Company’s common stock valued at $4.2 million. The repurchase resulted in a $48,000 non-operating loss.

Senior Secured Credit Facility

In December 2018, the Company entered into a five-year, $125.0 million credit agreement (as amended to date, the “Credit Agreement”) with a syndicate of lenders consisting of a $75.0 million senior secured term loan facility (the “Term Loan Facility”) and a $50.0 million senior secured revolving credit facility (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Credit Facilities”).

Term Loan Facility: The principal amount of the Term Loan Facility amortizes in quarterly installments, beginning with the close of the fiscal quarter ending March 31, 2019, in an amount equal to $1.9 million per quarter, with the remaining balance payable at maturity. As of December 31, 2019, there was $69.4 million in aggregate principal outstanding on the Term Loan Facility. The December 31, 2019 quarterly principal payment in the amount of $1.9 million was processed by the lender on January 2, 2020. As of June 30, 2020, the balance of the term loan was $65.6 million. For the six months ended June 30, 2020 and 2019, the Company made interest payments of approximately $1.6 million and $1.8 million on the term loan, respectively. The June 30, 2020 quarterly principal payment in the amount of $1.9 million was processed by the lender on July 1, 2020.

Revolving Credit Facility: The Revolving Credit Facility allows for borrowings of up to $50.0 million inclusive of a $5.0 million sublimit for the issuance of letters of credit and a $10.0 million sublimit for swingline loans. As of June 30, 2020, and December 31, 2019, the Company had $10.0 million of borrowings and no letters of credit outstanding under the Revolving Credit Facility. For the six months ended June 30, 2020 and 2019, the Company made interest payments of $331,928 and $350,729 under the revolving credit facility, respectively.

On April 27, 2020, the Company amended its Credit Agreement by entering into the Second Amendment to Credit Agreement (the “Second Amendment”) with the lenders from time to time party to the Credit Agreement, and Regions Bank, as administrative agent and collateral agent. The Second Amendment modified the negative covenants in the Credit Agreement to permit the Company to make acquisitions and investments if, after giving effect to the acquisition or investment, either (1) the Company has an aggregate of $25.0 million in cash and availability under the revolving credit facility or (2) the consolidated leverage ratio under the Credit Agreement is at least a quarter turn less than the required ratio for the trailing four quarters. The amendment gives the Company more flexibility to make acquisitions and investments in the future. All other material terms of the Credit Agreement remain unchanged.

On June 1, 2020, the Company amended the Credit Agreement by entering into the Third Amendment to Credit Agreement (the “Third Amendment”) with the lenders from time to time party to the Credit Agreement, and Regions Bank, as administrative agent and collateral agent.  The Third Amendment modified the Credit Agreement to increase the letter of credit sublimit from $5 million to $40 million and to make related modifications to certain of the negative covenants in the Credit Agreement.

At June 30, 2020, the Company’s effective interest rate for the Term Loan Facility was 4.10% and 4.36% for the Revolving Credit Facility, respectively. The Company monitors the rates prior to the reset date which allows it to establish if the payment is monthly or quarterly based on the most beneficial rate used to calculate the interest payment.

Mortgage Loan

In October 2017, the Company and its subsidiary, Skye Lane Properties LLC, jointly obtained a commercial real estate mortgage loan in the amount of $12.7 million, bearing interest of 4.95% per annum and maturing on October 30, 2027. On October 30, 2022, the interest rate shall adjust to an interest rate equal to the annualized interest rate of the United States 5-year Treasury Notes as reported by Federal Reserve on a weekly average basis plus 3.10%. The Company makes monthly principal and interest payments towards the loan. For each of the respective six month periods ended June 30, 2020 and 2019, the Company made principal and interest payments of approximately $446,000 on the mortgage loan.

FHLB Loan Agreements

In December 2018, a subsidiary of the Company received a 3.094% fixed interest rate cash loan of $19.2 million from the Federal Home Loan Bank (“FHLB”) Atlanta. In connection with the loan agreement, the subsidiary became a member of FHLB. Membership in the FHLB required an investment in FHLB’s common stock which was purchased in December 2018 and valued at $1.4 million. Additionally, the transaction required the acquired FHLB common stock and certain other investments to be pledged as collateral. For the six months ended June 30, 2020, the fair value of the collateralized securities was $19.4 million and the equity investment in FHLB common stock was $1.4 million. For the six months ended June 30, 2020 and 2019, the Company made quarterly interest payments as per the terms of the loan agreement of $301,975 and $300,325, respectively. As of June 30, 2020, and December 31, 2019, the Company also holds common stock from FHLB Des Moines, and FHLB Boston valued at $146,300 and $76,600, respectively.

 

 

 

The following table summarizes the Company’s debt and credit facilities as of June 30, 2020 and December 31, 2019:

 

 

 

June 30, 2020

 

 

December 31, 2019

 

 

 

(in thousands)

 

Convertible debt

 

$

23,413

 

 

$

23,413

 

Mortgage loan

 

 

11,974

 

 

 

12,117

 

Term loan facility

 

 

65,625

 

 

 

69,375

 

Revolving credit facility

 

 

10,000

 

 

 

10,000

 

FHLB loan agreement

 

 

19,200

 

 

 

19,200

 

Total principal amount

 

$

130,212

 

 

$

134,105

 

Less: unamortized discount and issuance costs

 

$

4,156

 

 

$

4,857

 

Total long-term debt

 

$

126,056

 

 

$

129,248

 

 

As of the date of this report, we were in compliance with the applicable terms of all our covenants and other requirements under the Credit Agreement, Convertible Notes indenture, cash borrowings and other loans. Our ability to secure future debt financing depends, in part, on our ability to remain in such compliance. Provided there is no default or an event of default, we are permitted to payout dividends in an aggregate amount not to exceed $10.0 million in any fiscal year.

 

The schedule of principal payments on long-term debt as of June 30, 2020 is as follows:

 

Year

 

Amount

 

 

 

(In thousands)

 

2020 remaining

 

$

5,772

 

2021

 

 

7,806

 

2022

 

 

7,822

 

2023

 

 

74,539

 

2024

 

 

354

 

Thereafter

 

 

33,919

 

Total

 

$

130,212

 

 

v3.20.2
Accounts Payable and Other Liabilities
6 Months Ended
Jun. 30, 2020
Other Liabilities Disclosure [Abstract]  
Accounts Payable and Other Liabilities

NOTE 16. ACCOUNTS PAYABLE AND OTHER LIABILITIES

Accounts payable and other liabilities consist of the following as of June 30, 2020 and December 31, 2019:

 

Description

 

June 30, 2020

 

 

December 31, 2019

 

 

 

(In thousands)

 

Deferred ceding commission

 

$

34,562

 

 

$

37,464

 

Accounts payable and other payables

 

 

7,767

 

 

 

7,225

 

Lease obligations

 

 

8,371

 

 

 

8,369

 

Accrued interest and issuance costs

 

 

829

 

 

 

1,052

 

Accrued dividends

 

 

1,693

 

 

 

1,750

 

Other liabilities

 

 

183

 

 

 

387

 

Commission payables

 

 

14,708

 

 

 

14,798

 

Total other liabilities

 

$

68,113

 

 

$

71,045

 

 

v3.20.2
Statutory Accounting and Regulations
6 Months Ended
Jun. 30, 2020
Insurance [Abstract]  
Statutory Accounting and Regulations

NOTE 17. STATUTORY ACCOUNTING AND REGULATIONS

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, restrict the allowable investment types and investment mixes, and subject the Company’s insurers to assessments.

The Company’s insurance subsidiaries Heritage P&C, NBIC, Zephyr, and PIC must maintain capital and surplus ratios or balances as determined by the regulatory authority of the states in which they are domiciled. Heritage P&C is required to maintain capital and surplus equal to the greater of $15 million or 10% of their respective liabilities. Zephyr is required to maintain a deposit of $750,000 in a federally insured financial institution. NBIC is required to maintain capital and surplus of $3.0 million. The combined statutory surplus for Heritage P&C, Zephyr, NBIC and PIC was $338.7 million at June 30, 2020 and $351.8 million at December 31, 2019. State law also requires the Company’s insurance subsidiaries to adhere to prescribed premium-to-capital surplus ratios, and risk-based capital requirements with which the Company is in compliance. At June 30, 2020, our insurance subsidiaries met the financial and regulatory requirements of each of the states in which they conduct business.

v3.20.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2020
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

NOTE 18. COMMITMENTS AND CONTINGENCIES

The Company is involved in claims-related legal actions arising in the ordinary course of business. The Company accrues amounts resulting from claims-related legal actions in unpaid losses and loss adjustment expenses during the period that it determines an unfavorable outcome becomes probable and it can estimate the amounts. Management makes revisions to its estimates based on its analysis of subsequent information that the Company receives 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.

v3.20.2
Related Party Transactions
6 Months Ended
Jun. 30, 2020
Related Party Transactions [Abstract]  
Related Party Transactions

NOTE 19. RELATED PARTY TRANSACTIONS

The Company has been party to various related party transactions involving certain of its officers, directors and significant stockholders as set forth below. The Company has entered into each of these arrangements without obligation to continue its effect in the future and the associated expense was immaterial to its results of operations or financial position as of June 30, 2020 and 2019.

 

In January 2017, the Company entered into a consulting agreement with Mrs. Shannon Lucas, the wife of the Chairman and CEO, in which she agreed to provide consulting services related to the Company’s catastrophe reinsurance and risk management program at a rate of $400 per hour. In 2019, Ms. Lucas received total cash compensation of approximately $344,400. The consulting agreement has no specific term and either party may terminate the agreement upon providing written notice. Additionally, she serves as a director of our subsidiaries Heritage Property & Casualty Insurance Company (“HPCI”) and NBIC. Ms. Lucas’ annual compensation for her role as a director is $150,000. For the three and six months ended June 30, 2020 and 2019, the Company paid consulting fees to Ms. Lucas of approximately $93,000 and $71,000, respectively and $117,000 and $173,000, respectively.

 

In July 2019, the Board of Directors appointed Mark Berset to the Board of Directors of the Company. Berset is also the Chief Executive Officer of Comegys Insurance Agency, Inc. (“Comegys”), an independent insurance agency that writes policies for our insurance company affiliates. The Company pays commission to Comegys based upon standard industry rates consistent with those provided to the Company’s other insurance agencies. There are no arrangements or understandings between Mr. Berset and any other persons with respect to his appointment as a director. For the three and six months ended June 30, 2020 and 2019, the Company paid agency commission to Comegys of approximately $375,000 and $325,000 and $546,000 and $336,000, respectively.

v3.20.2
Employee Benefit Plans
6 Months Ended
Jun. 30, 2020
Compensation And Retirement Disclosure [Abstract]  
Employee Benefit Plans

NOTE 20. EMPLOYEE BENEFIT PLANS

The Company provides a 401(k) plan for substantially all employees. The Company provides a matching contribution of 100% on the first 3% of employees’ contribution and 50% on the next 2% of the employees’ contribution to the plan. The maximum match is 4%. For the three and six months ended June 30, 2020 and 2019, the contributions made to the plan on behalf of the participating employees were approximately $293,182 and $632,500 and $292,500 and $548,200, respectively.

The Company provides its employees with a partially self-insured healthcare plan and benefits. For the three months ended June 30, 2020 and 2019, incurred medical premium costs amounted to an aggregate of $1.1 million and $958,700, respectively. For the six months ended June 30, 2020 and 2019, incurred medical premium costs amounted to an aggregate of $2.0 million and $1.8 million, respectively. An additional liability of approximately $1.4 million is recorded for unpaid claims as of June 30, 2020. A stop loss reinsurance policy caps the maximum loss that could be incurred by the Company under the self-insured plan. The Company’s stop loss coverage per employee is $150,000 for which any excess cost would be covered by the reinsurer subject to an aggregate limit for losses in excess of $1.5 million which would provide up to $1.0 million of coverage. Any excess of the coverage limits would be borne by the Company. The aggregate stop loss commences once our expenses exceed 125% of the annual aggregate expected claims.

v3.20.2
Equity
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Equity

NOTE 21. EQUITY

The total amount of authorized capital stock consists of 50,000,000 shares of common stock and 5,000,000 shares of preferred stock. As of June 30, 2020, the Company had 27,738,062 shares of common stock outstanding, 9,279,839 treasury shares of common stock and 330,534 unvested shares of restricted common stock issued reflecting total paid-in capital of $332.0 million as of such date.

As more fully disclosed in our audited consolidated financial statements for the year ended December 31, 2019, there were, 28,650,918 shares of common stock outstanding, 8,349,483 treasury shares of common stock and 345,534 unvested shares of restricted common stock, representing $329.6 million of additional paid-in capital.

Common Stock

Holders of common stock are entitled to one vote for each share held on all matters subject to a vote of stockholders, subject to the rights of holders of any outstanding preferred stock. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election, subject to the rights of holders of any outstanding preferred stock. Holders of common stock will be entitled to receive ratably any dividends that the board of directors may declare out of funds legally available therefor, subject to any preferential dividend rights of outstanding preferred stock. Upon the Company’s liquidation, dissolution or winding up, the holders of common stock will be entitled to receive ratably its net assets available after the payment of all debts and other liabilities and subject to the prior rights of holders of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of the Company’s capital stock are fully paid and non-assessable.

Stock Repurchase Program

On August 1, 2018, the Company announced that its Board of Directors authorized a stock repurchase program authorizing the Company to repurchase up to $50.0 million of its common stock through December 31, 2020. For the three months ended June 30, 2020, the Company purchased 163,456 shares of its common stock for $2.0 million. For the six months ended June 30, 2020, the Company purchased 930,356 shares of its common stock for $10.0 million.

At June 30, 2020, the Company has the capacity to repurchase $23.8 million of its common shares until December 2020. In addition, the Company acquired 17,500 shares for approximately $233,000 for the six months ended June 30, 2020, respectively, that were not part of the publicly announced share repurchase authorization. These shares consisted of shares retained to cover payroll withholding taxes in connection with the vesting of restricted stock awards.

Dividends

On February 27, 2020, the Company’s Board of Directors declared a $0.06 per share quarterly dividend payable on April 3, 2020, to stockholders of record as of March 16, 2020. On May 4, 2020, the Board of Directors declared a $0.06 per share quarterly dividend payable on July 6, 2020 to stockholders of record as of June 15, 2020.

The declaration and payment of any future dividends will be subject to the discretion of the Board of Directors and will depend on a variety of factors including the Company’s financial condition and results of operations.

v3.20.2
Stock-Based Compensation
6 Months Ended
Jun. 30, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

NOTE 22. STOCK-BASED COMPENSATION

Common and Restricted Stock

The Company has adopted the Heritage Insurance Holdings, Inc., Omnibus Incentive Plan (the “Plan”) effective on May 22, 2014. The Plan authorized 2,981,737 shares of common stock for issuance under the Plan for future grants.

At June 30, 2020 there were 1,558,518 shares available for grant under the Plan. The Company recognizes compensation expense under ASC 718 for its stock-based payments based on the fair value of the awards.

In April 2020, the Company entered into a Restricted Stock Award Agreement granting 10,000 shares of restricted stock (“stock award”) to an employee of the Company. The stock award vests in two equal installments of 5,000 shares on April 6, 2021 and 2022 subject to continued employment. The fair market value on the date of grant of the shares was $10.60 and the associated compensation expense will be amortized ratably over the term of the vesting period commencing on date of the grant.

The Plan authorizes the Company to grant stock options at exercise prices equal to the fair market value of the Company’s stock on the dates the options are granted. Any options granted would typically have a maximum term of ten years from the date of grant and vest primarily in equal annual installments over a range of one to five-year periods following the date of grant for employee options. If a participant’s employment relationship ends, the participant’s vested awards would remain exercisable for the shorter of a period of 30 days or the period ending on the latest date on which such award could have been exercisable. The fair value of each option grant is separately estimated for each grant date. The fair value of each option is amortized into compensation expense on a straight-line basis between the grant date for the award and each vesting date.

The Company has also granted shares of its common stock subject to certain restrictions under the Plan. Restricted stock awards granted to employee’s vest in equal installments generally over a five-year period from the grant date subject to the recipient’s continued employment. The fair value of restricted stock awards is estimated by the market price at the date of grant and amortized on a straight-line basis to expense over the period of vesting. Recipients of restricted stock awards have the right to receive dividends. 

 

 

 

Restricted stock activity for the six months ended June 30, 2020 is as follows:

 

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

 

 

Grant-Date Fair

 

 

 

Number of shares

 

 

Value per Share

 

Non-vested, at December 31, 2019

 

 

345,534

 

 

$

19.56

 

Granted

 

 

10,000

 

 

 

10.35

 

Vested

 

 

(7,500

)

 

 

13.25

 

Canceled and surrendered

 

 

(17,500

)

 

 

13.25

 

Non-vested, at June 30, 2020

 

 

330,534

 

 

$

19.76

 

 

Awards are being amortized to expense over the two to five-year vesting period. For the three months ended June 30, 2020 and 2019, Company recognized $1.4 million and $1.3 million of compensation expense, respectively. For the six months ended June 30, 2020 and 2019, the Company recognized compensation expense of $2.7 million and $2.7 million, respectively. There was approximately $2.9 million of unrecognized compensation expense related to the unvested restricted stock at June 30, 2020. The Company expects to recognize substantially all of remaining compensation expense over the next year. For the six months ended June 30, 2020, 25,000 shares of restricted stock were vested and released, all of which had been granted to employees. Of the shares released to employees, 17,500 shares were withheld by the Company to cover withholding taxes of $233,000. For the comparable period of 2019, 25,000 shares were vested and released.

v3.20.2
Subsequent Events
6 Months Ended
Jun. 30, 2020
Subsequent Events [Abstract]  
Subsequent Events

NOTE 23. SUBSEQUENT EVENTS

The Company performed an evaluation of subsequent events through the date the condensed consolidated financial statements were issued and determined there were no recognized or unrecognized subsequent events that would require an adjustment or additional disclosure in the condensed consolidated financial statements as of June 30, 2020.

On July 1, 2020, Regions issued an irrevocable standby Letter of Credit in the amount of $36.0 million under the Credit Agreement in favor of our affiliated insurance companies, Heritage P&C, NBIC and Zephyr, which letter of credit bears  interest at 3.625% per annum. The letter of credit was established to provide collateral for reinsurance agreements entered into between Osprey Re and our affiliated insurance companies. Draws on the Letter of Credit are limited to covered reinsurance losses pursuant to the aforementioned reinsurance agreements.

On August 3, 2020, the Company announced that its Board of Directors declared a $0.06 per share quarterly dividend payable on October 2, 2020 to stockholders of record as of September 15, 2020.

 

v3.20.2
Basis of Presentation and Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Basis of Presentation

Basis of Presentation

The condensed consolidated financial statements include the accounts of Heritage Insurance Holdings, Inc. (together with its subsidiaries, the “Company” “we”, “us” or “our”). These statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain financial information that is normally included in annual consolidated financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, has been omitted. In the opinion of the Company’s management, all material intercompany transactions and balances have been eliminated and all adjustments consisting of normal recurring accruals which are necessary for a fair statement of the financial condition and results of operations for the interim periods have been reflected. The accompanying interim condensed consolidated financial statements and related footnotes should be read in conjunction with the Company’s audited consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”).

Reclassification

Reclassification

Certain prior year amounts have been reclassified to conform to the current year presentation.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In 2016, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) Financial Instruments – Credit Losses ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which introduces a new credit reserving model known as the Current Expected Credit Loss (“CECL”) model. Adoption of CECL required the evaluation to establish an allowance for the Company’s reinsurance recoverables, premium receivables and for our available-for-sale debt securities investments. The model requires consideration of a broader range of reasonable and supportable information and requires an entity to estimate expected credit losses over the lifetime of the asset. We adopted the standard on January 1, 2020, and based on the composition of our reinsurance recoverables, investment portfolio and other financial assets, current economic conditions and historical credit loss activity, the adoption of this standard did not have a material impact on our condensed consolidated financial statements and related disclosures. While the adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements, it required changes to the Company’s process to establish and estimate expected credit losses on available-for-sale investments, reinsurance recoverables and premium receivables.

Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying generally accepted accounting principles to certain contract modifications and hedging relationships that reference London Inter-bank Offered Rate (LIBOR) or another reference rate expected to be discontinued. The guidance is effective upon issuance and generally can be applied through December 31, 2022. The Company is currently evaluating the potential impact of this ASU on the condensed consolidated financial statements.

For information regarding other accounting standards that the Company has not yet adopted, refer to our 2019 Form 10-K, filed on March 10, 2020, the section of Note 1 of the notes to the consolidated financial statements entitled “Accounting Pronouncement Not Yet Adopted”.

Fair Value Measurements

Fair Value Measurements

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. This standard modifies certain disclosure requirements on fair value measurements. Other amendments in the update did not materially impact the Company. The standard became effective for the Company on January 1, 2020 with no impact on our condensed consolidated financial statements.

Internal Use Software

Internal Use Software

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard clarifies the accounting for implementation costs in cloud computing arrangements. The standard was effective on January 1, 2020 with no impact on our condensed consolidated financial statements.

v3.20.2
Investments (Tables)
6 Months Ended
Jun. 30, 2020
Investments Debt And Equity Securities [Abstract]  
Summary of Amortized Cost and Fair Value of Securities Available-For-Sale

Securities Available-for-Sale

The following table summarizes the amortized cost and fair value of securities available-for-sale at June 30, 2020 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income:

 

June 30, 2020

 

Cost or Adjusted /

Amortized Cost

 

 

Gross Unrealized

Gains

 

 

Gross Unrealized

Losses

 

 

Fair Value

 

Debt Securities Available-for-sale

 

(In thousands)

 

U.S. government and agency securities (1)

 

$

61,801

 

 

$

1,680

 

 

$

2

 

 

$

63,479

 

States, municipalities and political subdivisions

 

 

102,195

 

 

 

5,176

 

 

 

4

 

 

 

107,367

 

Special revenue

 

 

265,565

 

 

 

9,226

 

 

 

49

 

 

 

274,742

 

Hybrid securities

 

 

99

 

 

 

 

 

 

4

 

 

 

95

 

Industrial and miscellaneous

 

 

242,301

 

 

 

10,301

 

 

 

8

 

 

 

252,594

 

Total

 

$

671,961

 

 

$

26,383

 

 

$

67

 

 

$

698,277

 

 

 

(1)

Includes securities at June 30, 2020 with a carrying amount of $21.5 million that were pledged as collateral for the advance agreement entered into with a financial institution in 2018. The Company is permitted to withdraw or exchange any portion of the pledged collateral over the minimum requirement at any time.

The following table summarizes the amortized cost and fair value of securities available-for-sale at December 31, 2019 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income:

 

December 31, 2019

 

Cost or Adjusted /

Amortized Cost

 

 

Gross Unrealized

Gains

 

 

Gross Unrealized

Losses

 

 

Fair Value

 

Debt Securities Available-for-sale

(In thousands)

 

U.S. government and agency securities (1)

 

$

53,836

 

 

$

383

 

 

$

28

 

 

$

54,191

 

States, municipalities and political subdivisions

 

 

74,755

 

 

 

1,641

 

 

 

41

 

 

 

76,355

 

Special revenue

 

 

246,791

 

 

 

3,689

 

 

 

254

 

 

 

250,226

 

Hybrid securities

 

 

100

 

 

 

1

 

 

 

 

 

 

101

 

Industrial and miscellaneous

 

 

202,307

 

 

 

4,097

 

 

 

21

 

 

 

206,383

 

Total

 

$

577,789

 

 

$

9,811

 

 

$

344

 

 

$

587,256

 

 

 

(1)

Includes securities at December 31, 2019 with a carrying amount of $20.2 million that were pledged as collateral for the advance agreement entered into with a financial institution in 2018. The Company is permitted to withdraw or exchange any portion of the pledged collateral over the minimum requirement at any time.

Schedule of Proceeds Received, Gross Realized Gains and Losses from Sales of Available-for-Sale Securities

Proceeds received, and the gross realized gains and losses from sales of available-for-sale securities, for the three and six months ended, June 30, 2020 and 2019 are as follows:

 

 

 

Proceeds

 

Gross Realized Gains

 

Gross Realized Losses

 

 

(In thousands)

 

Three months ended June 30, 2020

 

$

39,249

 

 

$

49

 

 

$

87

 

Three months ended June 30, 2019

 

$

35,765

 

 

$

975

 

 

$

140

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds

 

Gross Realized Gains

 

Gross Realized Losses

 

 

(In thousands)

 

Six months ended June 30, 2020

 

$

46,860

 

 

$

135

 

 

$

113

 

Six months ended June 30, 2019

 

$

45,216

 

 

$

968

 

 

$

204

 

 

Summary of Fixed Maturity Securities by Contractual Maturity Periods

The table below summarizes the Company’s fixed maturity securities at June 30, 2020 by contractual maturity periods. Actual results may differ as issuers may have the right to call or prepay obligations, with or without penalties, prior to the contractual maturity of those obligations.

 

 

 

At June 30, 2020

 

 

 

Cost or Amortized Cost

 

 

Percent of Total

 

 

Fair Value

 

 

Percent of Total

 

Maturity dates:

 

(In thousands)

 

 

 

 

 

 

(In thousands)

 

 

 

 

 

Due in one year or less

 

$

80,565

 

 

 

12

%

 

$

81,143

 

 

 

12

%

Due after one year through five years

 

 

242,984

 

 

 

36

%

 

 

251,414

 

 

 

36

%

Due after five years through ten years

 

 

137,887

 

 

 

21

%

 

 

147,093

 

 

 

21

%

Due after ten years

 

 

210,525

 

 

 

31

%

 

 

218,627

 

 

 

31

%

Total

 

$

671,961

 

 

 

100

%

 

$

698,277

 

 

 

100

%

 

Summary of Net Investment Income

The following table summarizes the Company’s net investment income by major investment category for the three and six months ended June 30, 2020 and 2019, respectively:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

 

(In thousands)

 

Debt securities

 

$

2,235

 

 

$

3,571

 

 

$

6,397

 

 

$

6,295

 

Equity securities

 

 

 

 

 

517

 

 

 

 

 

 

944

 

Cash and cash equivalents

 

 

607

 

 

 

197

 

 

 

959

 

 

 

938

 

Other investments

 

 

830

 

 

 

241

 

 

 

265

 

 

 

542

 

Net investment income

 

 

3,672

 

 

 

4,526

 

 

 

7,621

 

 

 

8,719

 

Less: Investment expenses

 

 

376

 

 

 

696

 

 

 

655

 

 

 

1,217

 

Net investment income, less investment expenses

 

$

3,296

 

 

$

3,830

 

 

$

6,966

 

 

$

7,502

 

 

Schedule of Debt Securities Available-for-Sale in an Unrealized Loss Position

The following tables summarizes debt securities available-for-sale in an unrealized loss position at June 30, 2020, aggregated by major security category and length of time in a continued unrealized loss position (in thousands):

 

 

 

Less Than Twelve Months

 

 

Twelve Months or More

 

June 30, 2020

 

Number of

Securities

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

 

Number of

Securities

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

Debt Securities Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

 

2

 

 

$

1

 

 

$

79

 

 

 

1

 

 

$

1

 

 

$

7

 

States, municipalities and political subdivisions

 

 

3

 

 

 

4

 

 

 

2,471

 

 

 

 

 

 

 

 

 

 

Special revenue

 

 

22

 

 

 

45

 

 

 

14,227

 

 

 

11

 

 

 

4

 

 

 

196

 

Hybrid securities

 

 

1

 

 

 

4

 

 

 

95

 

 

 

 

 

 

 

 

 

 

Industrial and miscellaneous

 

 

15

 

 

 

8

 

 

 

11,122

 

 

 

 

 

 

 

 

 

 

Total fixed maturity securities

 

 

43

 

 

$

62

 

 

$

27,994

 

 

 

12

 

 

$

5

 

 

$

203

 

The following tables summarizes debt securities available-for-sale in an unrealized loss position at December 31, 2019, aggregated by major security category and length of time in a continued unrealized loss position (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less Than Twelve Months

 

 

Twelve Months or More

 

December 31, 2019

 

Number of

Securities

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

 

Number of

Securities

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

Debt Securities Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

 

9

 

 

$

10

 

 

$

1,476

 

 

 

23

 

 

$

18

 

 

$

4,288

 

States, municipalities and political

subdivisions

 

 

6

 

 

 

38

 

 

 

7,613

 

 

 

3

 

 

 

3

 

 

 

1,440

 

Special revenue

 

 

62

 

 

 

145

 

 

 

24,862

 

 

 

95

 

 

 

109

 

 

 

13,159

 

Industrial and miscellaneous

 

 

25

 

 

 

13

 

 

 

12,601

 

 

 

16

 

 

 

8

 

 

 

3,202

 

Total fixed maturity securities

 

 

102

 

 

$

206

 

 

$

46,552

 

 

 

137

 

 

$

138

 

 

$

22,089

 

 

v3.20.2
Fair Value of Financial Instruments (Tables)
6 Months Ended
Jun. 30, 2020
Fair Value Disclosures [Abstract]  
Schedule of Fair Value of Financial Instruments

The table below presents the balances of our invested assets measured at fair value on a recurring basis:

 

June 30, 2020

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Invested Assets:

 

(in thousands)

 

Debt Securities Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

$

63,479

 

 

$

374

 

 

$

63,105

 

 

$

 

States, municipalities and political subdivisions

 

 

107,367

 

 

 

 

 

 

107,367

 

 

 

 

Special revenue

 

 

274,742

 

 

 

 

 

 

274,742

 

 

 

 

Hybrid securities

 

 

95

 

 

 

 

 

 

95

 

 

 

 

Industrial and miscellaneous

 

 

252,594

 

 

 

 

 

 

252,594

 

 

 

 

Total debt securities

 

 

698,277

 

 

 

374

 

 

 

697,903

 

 

 

 

Investments reported at NAV(1)

 

 

7,973

 

 

 

 

 

 

 

 

 

 

Total investments

 

$

706,250

 

 

$

374

 

 

$

697,903

 

 

$

 

 

December 31, 2019

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Invested Assets:

 

(in thousands)

 

Debt Securities Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

$

54,191

 

 

$

366

 

 

$

53,825

 

 

$

 

States, municipalities and political subdivisions

 

 

76,355

 

 

 

 

 

 

76,355

 

 

 

 

Special revenue

 

 

250,226

 

 

 

 

 

 

250,226

 

 

 

 

Hybrid securities

 

 

101

 

 

 

 

 

 

101

 

 

 

 

Industrial and miscellaneous

 

 

206,383

 

 

 

 

 

 

206,383

 

 

 

 

Total debt securities

 

 

587,256

 

 

 

366

 

 

 

586,890

 

 

 

 

Investments reported at NAV(1)

 

 

7,993

 

 

 

 

 

 

 

 

 

 

Total investments

 

$

595,249

 

 

$

366

 

 

$

586,890

 

 

$

 

 

(1)

Includes $1.6 million and $1.6 million of Federal Home Loan Banks membership shares held by the Company as of June 30, 2020 and December 31, 2019, respectively.

v3.20.2
Other Comprehensive Income (Tables)
6 Months Ended
Jun. 30, 2020
Comprehensive Income Net Of Tax [Abstract]  
Summary of Other Comprehensive Income (Loss) and Tax Impact of Each Component of Other Comprehensive Income The following table is a summary of other comprehensive income (loss) and discloses the tax impact of each component of other comprehensive income for the three and six months ended June 30, 2020 and 2019, respectively:

 

 

 

For the Three Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

 

(in thousands)

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized losses on investments, net

 

$

14,823

 

 

$

(3,431

)

 

$

11,392

 

 

$

7,068

 

 

$

(1,293

)

 

$

5,775

 

Reclassification adjustment of realized losses (gains) included in net income

 

 

38

 

 

 

(9

)

 

 

29

 

 

 

59

 

 

 

(11

)

 

 

48

 

Effect on other comprehensive income

 

$

14,861

 

 

$

(3,440

)

 

$

11,421

 

 

$

7,127

 

 

$

(1,304

)

 

$

5,823

 

 

 

 

For the Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

 

(in thousands)

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized losses on investments, net

 

$

16,850

 

 

$

(3,900

)

 

$

12,950

 

 

$

15,104

 

 

$

(3,617

)

 

$

11,487

 

Reclassification adjustment of realized losses (gains) included in net income

 

 

(22

)

 

 

5

 

 

 

(17

)

 

 

394

 

 

 

(95

)

 

 

299

 

Effect on other comprehensive income

 

$

16,828

 

 

$

(3,895

)

 

$

12,933

 

 

$

15,498

 

 

$

(3,712

)

 

$

11,786

 

 

v3.20.2
Leases (Tables)
6 Months Ended
Jun. 30, 2020
Leases [Abstract]  
Components of Company's Lease Costs

Components of the Company’s lease costs for the three and six months ended June 30, 2020 and 2019 are as follows (in thousands):

 

 

 

Three Months Ended June 30, 2020

 

 

Three Months Ended June 30, 2019

 

Amortization of ROU assets - Finance leases

 

$

21

 

 

$

18

 

Interest on lease liabilities - Finance leases

 

 

5

 

 

 

7

 

Variable lease cost (cost excluded from lease payments)

 

 

125

 

 

 

111

 

Operating lease cost (cost resulting from lease payments)

 

 

338

 

 

 

328

 

Total lease cost

 

$

489

 

 

$

464

 

 

 

 

 

Six Months Ended June 30, 2020

 

 

Six Months Ended June 30, 2019

 

Amortization of ROU assets - Finance leases

 

$

43

 

 

$

38

 

Interest on lease liabilities - Finance leases

 

 

11

 

 

 

14

 

Variable lease cost (cost excluded from lease payments)

 

 

256

 

 

 

221

 

Operating lease cost (cost resulting from lease payments)

 

 

685

 

 

 

588

 

Total lease cost

 

$

995

 

 

$

861

 

 

Supplemental Cash Flow Information and Non-Cash Activity Related to Operating and Financing Leases

Supplemental cash flow information and non-cash activity related to our operating and financing leases as of June 30, 2020 and 2019 are as follows (in thousands):

 

 

 

June 30, 2020

 

 

June 30, 2019

 

Finance lease - Operating cash flows

 

$

11

 

 

$

16

 

Finance lease - Financing cash flows

 

$

36

 

 

$

47

 

 

 

 

 

 

 

 

 

 

Operating lease - Operating cash flows (fixed payments)

 

$

720

 

 

$

341

 

Operating lease - Operating cash flows (liability reduction)

 

$

507

 

 

$

276

 

 

Supplemental Balance Sheet Information Related to Operating and Financing Leases

Supplemental balance sheet information related to our operating and financing leases as of June 30, 2020 are as follows (in thousands):

 

 

 

Balance Sheet

Classification

 

June 30, 2020

 

Right-of-use assets - operating

 

Other assets

 

$

6,377

 

Right-of-use assets - finance

 

Other assets

 

$

259

 

Lease Liability (1) - operating

 

Accounts payable and other liabilities

 

$

(8,083

)

Lease Liability - finance

 

Accounts payable and other liabilities

 

$

(288

)

 

 

 

 

 

 

 

(1) Includes $1.3 million in lease incentives received in the first quarter of 2019.

 

Weighted-Average Remaining Lease Term and Discount Rate for Operating and Financing Leases

 

Weighted-average remaining lease term and discount rate for our operating and financing leases as of June 30, 2020 are as follows:

 

 

 

June 30, 2020

 

Weighted average lease term - Finance leases

 

3.18 yrs.

 

Weighted average lease term - Operating leases

 

7.41 yrs.

 

Weighted average discount rate - Finance leases

 

 

7.1

%

Weighted average discount rate - Operating leases

 

 

5.3

%

Maturities of Lease Liabilities by Fiscal Year for Operating and Financing Leases

 

Maturities of lease liabilities by fiscal year for our operating and financing leases as of June 30, 2020 are as follows (in thousands):

 

 

 

June 30, 2020

 

2020 remaining

 

$

765

 

2021

 

 

1,548

 

2022

 

 

1,566

 

2023

 

 

1,487

 

2024

 

 

1,112

 

Thereafter

 

 

3,694

 

Total lease payments

 

 

10,172

 

Less: imputed interest

 

 

(1,801

)

Present value of lease liabilities

 

$

8,371

 

v3.20.2
Property and Equipment, Net (Tables)
6 Months Ended
Jun. 30, 2020
Property Plant And Equipment [Abstract]  
Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following at June 30, 2020 and December 31, 2019:

 

 

 

June 30, 2020

 

 

December 31, 2019

 

 

 

(In thousands)

 

Land

 

$

2,582

 

 

$

2,582

 

Building

 

 

11,390

 

 

 

11,390

 

Computer hardware and software

 

 

5,725

 

 

 

5,712

 

Office furniture and equipment

 

 

2,007

 

 

 

2,007

 

Tenant and leasehold improvements

 

 

8,133

 

 

 

8,105

 

Vehicle fleet

 

 

850

 

 

 

789

 

Total, at cost

 

 

30,687

 

 

 

30,585

 

Less: accumulated depreciation and amortization

 

 

(10,689

)

 

 

(9,832

)

Property and equipment, net

 

$

19,998

 

 

$

20,753

 

v3.20.2
Goodwill and Other Intangible Assets (Tables)
6 Months Ended
Jun. 30, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill

 

 

 

Goodwill

 

 

 

(in thousands)

 

Balance as of December 31, 2019

 

$

152,459

 

Goodwill acquired

 

 

Impairment

 

 

Balance as of June 30, 2020

 

$

152,459

 

 

Schedule of Estimated Amortization of Intangible Assets

Estimated annual pretax amortization of intangible assets for each of the next five years and thereafter is as follows (in thousands):

 

Year

 

Amount(1)

 

2020 - remaining

 

$

3,183

 

2021

 

$

6,351

 

2022

 

$

6,351

 

2023

 

$

6,351

 

2024

 

$

6,351

 

Thereafter

 

$

35,559

 

Total

 

$

64,146

 

 

 

(1)

Excludes insurance licenses valued at $1.3 million and classified as an indefinite lived intangible which is subject to annual impairment testing and not amortized.

v3.20.2
Other Assets (Tables)
6 Months Ended
Jun. 30, 2020
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]  
Schedule of Other Assets

The following table summarizes the Company’s other assets for the periods indicated:

 

Description

 

June 30, 2020

 

 

December 31, 2019

 

 

 

(In thousands)

 

Other amounts receivable

 

 

8,876

 

 

 

1,185

 

State underwriting pooling & assoc.

 

 

4,213

 

 

 

3,165

 

Prepaid expense

 

 

4,057

 

 

 

3,999

 

Right to use assets

 

 

6,636

 

 

 

6,645

 

Other assets

 

 

306

 

 

 

1,328

 

Premium tax

 

 

4,716

 

 

 

1,788

 

Total other assets

 

$

28,804

 

 

$

18,110

 

v3.20.2
Earnings Per Share (Tables)
6 Months Ended
Jun. 30, 2020
Earnings Per Share [Abstract]  
Schedule of Computation of Basic and Diluted Earnings Per Share (EPS)

The following table sets forth the computation of basic and diluted earnings per share (“EPS”) for the periods indicated.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders (000's)

 

$

4,132

 

 

$

721

 

 

$

11,752

 

 

$

7,685

 

Weighted average shares outstanding

 

 

27,876,801

 

 

 

29,346,234

 

 

 

28,212,735

 

 

 

29,442,363

 

Basic earnings per share:

 

$

0.15

 

 

$

0.02

 

 

$

0.42

 

 

$

0.26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders (000's)

 

$

4,132

 

 

$

721

 

 

$

11,752

 

 

$

7,685

 

Weighted average shares outstanding

 

 

27,876,801

 

 

 

29,346,234

 

 

 

28,212,735

 

 

 

29,442,363

 

Weighted average dilutive shares

 

 

36,895

 

 

 

6,562

 

 

 

18,539

 

 

 

5,305

 

Total weighted average dilutive shares

 

 

27,913,696

 

 

 

29,352,796

 

 

 

28,231,273

 

 

 

29,447,668

 

Diluted earnings per share:

 

$

0.15

 

 

$

0.02

 

 

$

0.42

 

 

$

0.26

 

v3.20.2
Deferred Reinsurance Ceding Commission (Tables)
6 Months Ended
Jun. 30, 2020
Insurance [Abstract]  
Schedule of Activity with Regard to Deferred Reinsurance Ceding Commission

The table below depicts the activity with regard to deferred reinsurance ceding commission during the three and six months ended June 30, 2020 and 2019.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Beginning balance of deferred ceding commission income

 

$

34,380

 

 

$

40,474

 

 

$

37,464

 

 

$

44,996

 

Ceding commission deferred

 

 

15,074

 

 

 

10,389

 

 

 

25,919

 

 

 

23,036

 

Less: ceding commission earned

 

 

(14,892

)

 

 

(16,158

)

 

 

(28,821

)

 

 

(33,327

)

Ending balance of deferred ceding commission income

 

$

34,562

 

 

$

34,705

 

 

$

34,562

 

 

$

34,705

 

 

v3.20.2
Deferred Policy Acquisition Costs (Tables)
6 Months Ended
Jun. 30, 2020
Insurance [Abstract]  
Summary of Activity in Deferred Policy Acquisition Costs (DPAC)

The Company anticipates that its DPAC costs will be fully recoverable in the near term. The table below depicts the activity with regard to DPAC during the three and six months ended June 30, 2020 and 2019.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Beginning Balance

 

$

74,895

 

 

$

69,883

 

 

$

77,211

 

 

$

73,055

 

Policy acquisition costs deferred

 

 

48,173

 

 

 

35,271

 

 

 

86,304

 

 

 

73,901

 

Amortization

 

 

(41,478

)

 

 

(31,090

)

 

 

(81,925

)

 

 

(72,892

)

Ending Balance

 

$

81,590

 

 

$

74,064

 

 

$

81,590

 

 

$

74,064

 

v3.20.2
Income Taxes (Tables)
6 Months Ended
Jun. 30, 2020
Income Tax Disclosure [Abstract]  
Components of Deferred Tax Liability

The table below summarizes the significant components of our net deferred tax liability for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2020

 

 

December 31, 2019

 

Deferred tax assets:

 

(In thousands)

 

Unearned premiums

 

$

8,274

 

 

$

12,585

 

Unearned commission

 

 

8,000

 

 

 

8,671

 

Tax-related discount on loss reserve

 

 

2,668

 

 

 

2,716

 

Stock-based compensation

 

 

527

 

 

 

297

 

Accrued expenses

 

 

1,987

 

 

 

757

 

Leases

 

 

334

 

 

 

331

 

Other

 

 

1,908

 

 

 

1,890

 

Total deferred tax asset

 

 

23,698

 

 

 

27,247

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Deferred acquisition costs

 

 

18,885

 

 

 

17,871

 

Prepaid expenses

 

 

268

 

 

 

153

 

Unrealized gains

 

 

6,090

 

 

 

2,195

 

Property and equipment

 

 

1,176

 

 

 

1,029

 

Note discount

 

 

404

 

 

 

478

 

Basis in purchased investments

 

 

76

 

 

 

100

 

Basis in purchased intangibles

 

 

16,286

 

 

 

16,977

 

Other

 

 

1,470

 

 

 

1,067

 

Total deferred tax liabilities

 

 

44,655

 

 

 

39,870

 

Net deferred tax liability

 

$

(20,957

)

 

$

(12,623

)

 

v3.20.2
Reinsurance (Tables)
6 Months Ended
Jun. 30, 2020
Insurance [Abstract]  
Schedule of Effect of Reinsurance Arrangements in Consolidated Statement of Income

Effect of Reinsurance

The Company’s reinsurance arrangements had the following effect on certain items in the condensed consolidated statement of income for the three and six months ended June 30, 2020 and 2019:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

 

(In thousands)

 

Premium written:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

$

290,432

 

 

$

254,840

 

 

$

519,534

 

 

$

465,188

 

Ceded

 

 

(327,962

)

 

 

(312,600

)

 

 

(358,599

)

 

 

(359,442

)

Net

 

$

(37,530

)

 

$

(57,760

)

 

$

160,935

 

 

$

105,746

 

Premiums earned:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

$

241,792

 

 

$

229,958

 

 

$

476,508

 

 

$

458,548

 

Ceded

 

 

(112,735

)

 

 

(115,875

)

 

 

(221,445

)

 

 

(234,774

)

Net

 

$

129,057

 

 

$

114,083

 

 

$

255,063

 

 

$

223,774

 

Loss and Loss Adjustment Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

$

139,311

 

 

$

162,390

 

 

$

246,676

 

 

$

274,566

 

Ceded

 

 

(60,442

)

 

 

(88,091

)

 

 

(99,626

)

 

 

(138,128

)

Net

 

$

78,869

 

 

$

74,299

 

 

$

147,050

 

 

$

136,438

 

v3.20.2
Reserve for Unpaid Losses And Loss Adjustment Expenses (Tables)
6 Months Ended
Jun. 30, 2020
Insurance [Abstract]  
Summary of Reserve for Unpaid Losses And LAE

The table below summarizes the activity related to the Company’s reserve for unpaid losses and LAE:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Balance, beginning of period

 

$

607,177

 

 

$

404,484

 

 

$

613,533

 

 

$

432,359

 

Less: reinsurance recoverable on unpaid losses

 

 

387,637

 

 

 

214,471

 

 

 

393,630

 

 

 

250,507

 

Net balance, beginning of period

 

 

219,540

 

 

 

190,013

 

 

 

219,903

 

 

 

181,852

 

Incurred related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year

 

 

83,822

 

 

 

75,623

 

 

 

156,153

 

 

 

138,348

 

Prior years

 

 

(4,953

)

 

 

(1,324

)

 

 

(9,103

)

 

 

(1,910

)

Total incurred

 

 

78,869

 

 

 

74,299

 

 

 

147,050

 

 

 

136,438

 

Paid related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year

 

 

55,372

 

 

 

34,793

 

 

 

76,608

 

 

 

43,155

 

Prior years

 

 

26,689

 

 

 

22,130

 

 

 

73,997

 

 

 

67,746

 

Total paid

 

 

82,061

 

 

 

56,923

 

 

 

150,605

 

 

 

110,901

 

Net balance, end of period

 

 

216,348

 

 

 

207,389

 

 

 

216,348

 

 

 

207,389

 

Plus: reinsurance recoverable on unpaid losses

 

 

404,370

 

 

 

223,023

 

 

 

404,370

 

 

 

223,023

 

Balance, end of period

 

$

620,718

 

 

$

430,412

 

 

$

620,718

 

 

$

430,412

 

v3.20.2
Long-Term Debt (Tables)
6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Schedule of Company's Debt and Credit Facilities

The following table summarizes the Company’s debt and credit facilities as of June 30, 2020 and December 31, 2019:

 

 

 

June 30, 2020

 

 

December 31, 2019

 

 

 

(in thousands)

 

Convertible debt

 

$

23,413

 

 

$

23,413

 

Mortgage loan

 

 

11,974

 

 

 

12,117

 

Term loan facility

 

 

65,625

 

 

 

69,375

 

Revolving credit facility

 

 

10,000

 

 

 

10,000

 

FHLB loan agreement

 

 

19,200

 

 

 

19,200

 

Total principal amount

 

$

130,212

 

 

$

134,105

 

Less: unamortized discount and issuance costs

 

$

4,156

 

 

$

4,857

 

Total long-term debt

 

$

126,056

 

 

$

129,248

 

 

Schedule of Principal Payments on Long-Term Debt

The schedule of principal payments on long-term debt as of June 30, 2020 is as follows:

 

Year

 

Amount

 

 

 

(In thousands)

 

2020 remaining

 

$

5,772

 

2021

 

 

7,806

 

2022

 

 

7,822

 

2023

 

 

74,539

 

2024

 

 

354

 

Thereafter

 

 

33,919

 

Total

 

$

130,212

 

 

v3.20.2
Accounts Payable and Other Liabilities (Tables)
6 Months Ended
Jun. 30, 2020
Other Liabilities Disclosure [Abstract]  
Schedule of Accounts Payable and Other Liabilities

Accounts payable and other liabilities consist of the following as of June 30, 2020 and December 31, 2019:

 

Description

 

June 30, 2020

 

 

December 31, 2019

 

 

 

(In thousands)

 

Deferred ceding commission

 

$

34,562

 

 

$

37,464

 

Accounts payable and other payables

 

 

7,767

 

 

 

7,225

 

Lease obligations

 

 

8,371

 

 

 

8,369

 

Accrued interest and issuance costs

 

 

829

 

 

 

1,052

 

Accrued dividends

 

 

1,693

 

 

 

1,750

 

Other liabilities

 

 

183

 

 

 

387

 

Commission payables

 

 

14,708

 

 

 

14,798

 

Total other liabilities

 

$

68,113

 

 

$

71,045

 

v3.20.2
Stock-Based Compensation (Tables)
6 Months Ended
Jun. 30, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Schedule of Restricted Stock Activity

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

 

 

Grant-Date Fair

 

 

 

Number of shares

 

 

Value per Share

 

Non-vested, at December 31, 2019

 

 

345,534

 

 

$

19.56

 

Granted

 

 

10,000

 

 

 

10.35

 

Vested

 

 

(7,500

)

 

 

13.25

 

Canceled and surrendered

 

 

(17,500

)

 

 

13.25

 

Non-vested, at June 30, 2020

 

 

330,534

 

 

$

19.76

 

 

v3.20.2
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) - Accounting Standards Update 2016-13 [Member]
Jun. 30, 2020
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]  
Change in accounting principle, accounting standards update, adopted true
Change in accounting principle, accounting standards update, immaterial effect true
Change in accounting principle, accounting standards update, adoption date Jan. 01, 2020
v3.20.2
Investments - Additional Information (Detail) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Investments [Line Items]          
Realized gains from sale of equities   $ 1,300,000   $ 2,700,000  
Realized loss from sale of equities   1,100,000   1,400,000  
Unrealized gain on investment securities   292,000   292,000  
Credit allowance for securities $ 0   $ 0    
Other Investments, estimated fair value 6,374,000   6,374,000   $ 6,375,000
Limited Partnerships, REIT's and Limited Liability Company Investments [Member]          
Investments [Line Items]          
Other Investments, estimated fair value 6,400,000   6,400,000   $ 6,400,000
Equity Securities [Member]          
Investments [Line Items]          
Proceeds from sale of marketable securities $ 0 $ 21,900,000 $ 0 $ 23,800,000  
v3.20.2
Investments - Summary of Amortized Cost and Fair Value of Securities Available-For-Sale (Detail) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Schedule of Available-for-sale Securities [Line Items]    
Debt Securities Available-for-sale, Cost or Adjusted /Amortized Cost $ 671,961 $ 577,789
Debt Securities Available-for-sale, Gross Unrealized Gains 26,383 9,811
Debt Securities Available-for-sale, Gross Unrealized Losses 67 344
Debt Securities Available-for-sale, Fair Value 698,277 587,256
U.S. government and agency securities [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Debt Securities Available-for-sale, Cost or Adjusted /Amortized Cost 61,801 53,836
Debt Securities Available-for-sale, Gross Unrealized Gains 1,680 383
Debt Securities Available-for-sale, Gross Unrealized Losses 2 28
Debt Securities Available-for-sale, Fair Value 63,479 54,191
States, Municipalities and Political Subdivisions [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Debt Securities Available-for-sale, Cost or Adjusted /Amortized Cost 102,195 74,755
Debt Securities Available-for-sale, Gross Unrealized Gains 5,176 1,641
Debt Securities Available-for-sale, Gross Unrealized Losses 4 41
Debt Securities Available-for-sale, Fair Value 107,367 76,355
Special Revenue [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Debt Securities Available-for-sale, Cost or Adjusted /Amortized Cost 265,565 246,791
Debt Securities Available-for-sale, Gross Unrealized Gains 9,226 3,689
Debt Securities Available-for-sale, Gross Unrealized Losses 49 254
Debt Securities Available-for-sale, Fair Value 274,742 250,226
Hybrid Securities [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Debt Securities Available-for-sale, Cost or Adjusted /Amortized Cost 99 100
Debt Securities Available-for-sale, Gross Unrealized Gains   1
Debt Securities Available-for-sale, Gross Unrealized Losses 4  
Debt Securities Available-for-sale, Fair Value 95 101
Industrial and Miscellaneous [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Debt Securities Available-for-sale, Cost or Adjusted /Amortized Cost 242,301 202,307
Debt Securities Available-for-sale, Gross Unrealized Gains 10,301 4,097
Debt Securities Available-for-sale, Gross Unrealized Losses 8 21
Debt Securities Available-for-sale, Fair Value $ 252,594 $ 206,383
v3.20.2
Investments - Summary of Amortized Cost and Fair Value of Securities Available-For-Sale (Parenthetical) (Detail) - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
U.S. government and agency securities [Member] | Pledged securities [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Carrying Amount $ 21.5 $ 20.2
v3.20.2
Investments - Schedule of Proceeds Received, Gross Realized Gains and Losses from Sales of Available-for-Sale Securities (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Investments Debt And Equity Securities [Abstract]        
Proceeds $ 39,249 $ 35,765 $ 46,860 $ 45,216
Gross Realized Gains 49 975 135 968
Gross Realized Losses $ 87 $ 140 $ 113 $ 204
v3.20.2
Investments - Summary of Fixed Maturity Securities by Contractual Maturity Periods (Detail) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2020
Dec. 31, 2019
Investments Debt And Equity Securities [Abstract]    
Maturity date Due in one year or less, Cost or Amortized Cost $ 80,565  
Maturity date Due after one year through five years, Cost or Amortized Cost 242,984  
Maturity date Due after five years through ten years, Cost or Amortized Cost 137,887  
Maturity date Due after ten years, Cost or Amortized Cost 210,525  
Debt Securities Available-for-sale, Cost or Adjusted /Amortized Cost $ 671,961 $ 577,789
Maturity date Due in one year or less, Percentage of Total 12.00%  
Maturity date Due after one year through five years, Percentage of Total 36.00%  
Maturity date Due after five years through ten years, Percentage of Total 21.00%  
Maturity date Due after ten years, Percentage of Total 31.00%  
Maturity date Total, Percentage 100.00%  
Maturity date Due in one year or less, Fair Value $ 81,143  
Maturity date Due after one year through five years, Fair Value 251,414  
Maturity date Due after five years through ten years, Fair Value 147,093  
Maturity date Due after ten years, Fair Value 218,627  
Maturity date Total, Fair Value $ 698,277 $ 587,256
Maturity date Due in one year or less, Percentage of Total 12.00%  
Maturity date Due after one year through five years, Percentage of Total 36.00%  
Maturity date Due after five years through ten years, Percentage of Total 21.00%  
Maturity date Due after ten years, Percentage of Total 31.00%  
Maturity date Total, Percentage 100.00%  
v3.20.2
Investments - Summary of Net Investment Income (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Schedule of Available-for-sale Securities [Line Items]        
Gross investment income (loss) $ 3,672 $ 4,526 $ 7,621 $ 8,719
Less: Investment expenses 376 696 655 1,217
Net investment income, less investment expenses 3,296 3,830 6,966 7,502
Debt Securities [Member]        
Schedule of Available-for-sale Securities [Line Items]        
Gross investment income (loss) 2,235 3,571 6,397 6,295
Equity Securities [Member]        
Schedule of Available-for-sale Securities [Line Items]        
Gross investment income (loss)   517   944
Cash and Cash Equivalents [Member]        
Schedule of Available-for-sale Securities [Line Items]        
Gross investment income (loss) 607 197 959 938
Other Investments [Member]        
Schedule of Available-for-sale Securities [Line Items]        
Gross investment income (loss) $ 830 $ 241 $ 265 $ 542
v3.20.2
Investments - Schedule of Debt Securities Available-for-Sale in an Unrealized Loss Position (Detail)
$ in Thousands
Jun. 30, 2020
USD ($)
Security
Dec. 31, 2019
USD ($)
Security
Schedule of Available-for-sale Securities [Line Items]    
Debt Securities Available-for-sale Less Than Twelve Months, Number of Securities | Security 43 102
Debt Securities Available-for-sale Less Than Twelve Months, Gross Unrealized Losses $ 62 $ 206
Debt Securities Available-for-sale Less Than Twelve Months, Fair Value $ 27,994 $ 46,552
Debt Securities Available-for-sale Twelve Months or More, Number of Securities | Security 12,000 137,000
Debt Securities Available-for-sale Twelve Months or More, Gross Unrealized Losses $ 5 $ 138
Debt Securities Available-for-sale Twelve Months or More, Fair Value $ 203 $ 22,089
U.S. government and agency securities [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Debt Securities Available-for-sale Less Than Twelve Months, Number of Securities | Security 2 9
Debt Securities Available-for-sale Less Than Twelve Months, Gross Unrealized Losses $ 1 $ 10
Debt Securities Available-for-sale Less Than Twelve Months, Fair Value $ 79 $ 1,476
Debt Securities Available-for-sale Twelve Months or More, Number of Securities | Security 1,000 23,000
Debt Securities Available-for-sale Twelve Months or More, Gross Unrealized Losses $ 1 $ 18
Debt Securities Available-for-sale Twelve Months or More, Fair Value $ 7 $ 4,288
States, Municipalities and Political Subdivisions [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Debt Securities Available-for-sale Less Than Twelve Months, Number of Securities | Security 3 6
Debt Securities Available-for-sale Less Than Twelve Months, Gross Unrealized Losses $ 4 $ 38
Debt Securities Available-for-sale Less Than Twelve Months, Fair Value $ 2,471 $ 7,613
Debt Securities Available-for-sale Twelve Months or More, Number of Securities | Security   3,000
Debt Securities Available-for-sale Twelve Months or More, Gross Unrealized Losses   $ 3
Debt Securities Available-for-sale Twelve Months or More, Fair Value   $ 1,440
Special Revenue [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Debt Securities Available-for-sale Less Than Twelve Months, Number of Securities | Security 22 62
Debt Securities Available-for-sale Less Than Twelve Months, Gross Unrealized Losses $ 45 $ 145
Debt Securities Available-for-sale Less Than Twelve Months, Fair Value $ 14,227 $ 24,862
Debt Securities Available-for-sale Twelve Months or More, Number of Securities | Security 11,000 95,000
Debt Securities Available-for-sale Twelve Months or More, Gross Unrealized Losses $ 4 $ 109
Debt Securities Available-for-sale Twelve Months or More, Fair Value $ 196 $ 13,159
Hybrid Securities [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Debt Securities Available-for-sale Less Than Twelve Months, Number of Securities | Security 1  
Debt Securities Available-for-sale Less Than Twelve Months, Gross Unrealized Losses $ 4  
Debt Securities Available-for-sale Less Than Twelve Months, Fair Value $ 95  
Industrial and Miscellaneous [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Debt Securities Available-for-sale Less Than Twelve Months, Number of Securities | Security 15 25
Debt Securities Available-for-sale Less Than Twelve Months, Gross Unrealized Losses $ 8 $ 13
Debt Securities Available-for-sale Less Than Twelve Months, Fair Value $ 11,122 $ 12,601
Debt Securities Available-for-sale Twelve Months or More, Number of Securities | Security   16,000
Debt Securities Available-for-sale Twelve Months or More, Gross Unrealized Losses   $ 8
Debt Securities Available-for-sale Twelve Months or More, Fair Value   $ 3,202
v3.20.2
Fair Value of Financial Instruments - Schedule of Fair Value of Financial Instruments (Detail) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt securities, available-for-sale $ 698,277 $ 587,256
Investments reported at NAV 7,973 7,993
Total investments 706,250 595,249
Level 1 [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt securities, available-for-sale 374 366
Total investments 374 366
Level 2 [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt securities, available-for-sale 697,903 586,890
Total investments 697,903 586,890
U.S. government and agency securities [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt securities, available-for-sale 63,479 54,191
U.S. government and agency securities [Member] | Level 1 [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt securities, available-for-sale 374 366
U.S. government and agency securities [Member] | Level 2 [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt securities, available-for-sale 63,105 53,825
States, Municipalities and Political Subdivisions [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt securities, available-for-sale 107,367 76,355
States, Municipalities and Political Subdivisions [Member] | Level 2 [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt securities, available-for-sale 107,367 76,355
Special Revenue [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt securities, available-for-sale 274,742 250,226
Special Revenue [Member] | Level 2 [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt securities, available-for-sale 274,742 250,226
Hybrid Securities [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt securities, available-for-sale 95 101
Hybrid Securities [Member] | Level 2 [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt securities, available-for-sale 95 101
Industrial and Miscellaneous [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt securities, available-for-sale 252,594 206,383
Industrial and Miscellaneous [Member] | Level 2 [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt securities, available-for-sale $ 252,594 $ 206,383
v3.20.2
Fair Value of Financial Instruments - Schedule of Fair Value of Financial Instruments (Parenthetical) (Detail) - USD ($)
$ in Millions
Jun. 30, 2020
Dec. 31, 2019
Fair Value Disclosures [Abstract]    
Federal home loan banks membership shares $ 1.6 $ 1.6
v3.20.2
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($)
3 Months Ended
Jun. 30, 2020
Mar. 31, 2020
Jun. 30, 2019
Mar. 31, 2019
Nonrecurring [Member]        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Non-recurring fair value adjustments $ 0 $ 0 $ 0 $ 0
v3.20.2
Other Comprehensive Income - Summary of Other Comprehensive Income (Loss) and Tax Impact of Each Component of Other Comprehensive Income (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Other comprehensive income        
Change in unrealized losses on investments, net, Pre-tax $ 14,823 $ 7,068 $ 16,850 $ 15,104
Reclassification adjustment of realized losses (gains) included in net income, Pre-tax 38 59 (22) 394
Effect on other comprehensive income, Pre-tax 14,861 7,127 16,828 15,498
Change in unrealized losses on investments, net, Tax (3,431) (1,293) (3,900) (3,617)
Reclassification adjustment of realized losses (gains) included in net income, Tax (9) (11) 5 (95)
Effect on other comprehensive income, Tax (3,440) (1,304) (3,895) (3,712)
Change in unrealized losses on investments, net, After-tax 11,392 5,775 12,950 11,487
Reclassification adjustment of realized losses (gains) included in net income, After-tax 29 48 (17) 299
Effect on other comprehensive income, After-tax $ 11,421 $ 5,823 $ 12,933 $ 11,786
v3.20.2
Leases - Additional Information (Detail)
6 Months Ended
Jun. 30, 2020
Lessee Lease Description [Line Items]  
Lease renewal, Description one or more options to renew.
Minimum [Member]  
Lessee Lease Description [Line Items]  
Lease terms 1 year
Renewal terms of lease 2 years
Maximum [Member]  
Lessee Lease Description [Line Items]  
Lease terms 10 years
Renewal terms of lease 10 years
v3.20.2
Leases - Components of Company's Lease Costs (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Leases [Abstract]        
Amortization of ROU assets - Finance leases $ 21 $ 18 $ 43 $ 38
Interest on lease liabilities - Finance leases 5 7 11 14
Variable lease cost (cost excluded from lease payments) 125 111 256 221
Operating lease cost (cost resulting from lease payments) 338 328 685 588
Total lease cost $ 489 $ 464 $ 995 $ 861
v3.20.2
Leases - Supplemental Cash Flow Information and Non-Cash Activity Related to Operating and Financing Leases (Detail) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Leases [Abstract]    
Finance lease - Operating cash flows $ 11 $ 16
Finance lease - Financing cash flows 36 47
Operating lease - Operating cash flows (fixed payments) 720 341
Operating lease - Operating cash flows (liability reduction) $ 507 $ 276
v3.20.2
Leases - Supplemental Balance Sheet Information Related to Operating and Financing Leases (Detail)
$ in Thousands
Jun. 30, 2020
USD ($)
Leases [Abstract]  
Right-of-use assets - operating $ 6,377
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] us-gaap:OtherAssets
Right-of-use assets - finance $ 259
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] us-gaap:OtherAssets
Lease Liability - operating $ (8,083)
Operating Lease, Liability, Statement of Financial Position [Extensible List] us-gaap:OtherLiabilities
Lease Liability - finance $ (288)
Finance Lease, Liability, Statement of Financial Position [Extensible List] us-gaap:OtherLiabilities
v3.20.2
Leases - Supplemental Balance Sheet Information Related to Operating and Financing Leases (Parenthetical) (Detail)
$ in Millions
3 Months Ended
Mar. 31, 2019
USD ($)
Leases [Abstract]  
Lease incentives received $ 1.3
v3.20.2
Leases - Weighted-Average Remaining Lease Term and Discount Rate for Operating and Financing Leases (Detail)
Jun. 30, 2020
Leases [Abstract]  
Weighted average lease term - Finance leases 3 years 2 months 4 days
Weighted average lease term - Operating leases 7 years 4 months 28 days
Weighted average discount rate - Finance leases 7.10%
Weighted average discount rate - Operating leases 5.30%
v3.20.2
Leases - Maturities of Lease Liabilities by Fiscal Year for Operating and Financing Leases (Detail)
$ in Thousands
Jun. 30, 2020
USD ($)
Leases [Abstract]  
2020 remaining $ 765
2021 1,548
2022 1,566
2023 1,487
2024 1,112
Thereafter 3,694
Total lease payments 10,172
Less: imputed interest (1,801)
Present value of lease liabilities $ 8,371
v3.20.2
Property and Equipment, Net - Schedule of Property and Equipment, Net (Detail) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Property, Plant and Equipment [Line Items]    
Total, at cost $ 30,687 $ 30,585
Less: accumulated depreciation and amortization (10,689) (9,832)
Property and equipment, net 19,998 20,753
Land [Member]    
Property, Plant and Equipment [Line Items]    
Total, at cost 2,582 2,582
Building [Member]    
Property, Plant and Equipment [Line Items]    
Total, at cost 11,390 11,390
Computer Hardware and Software [Member]    
Property, Plant and Equipment [Line Items]    
Total, at cost 5,725 5,712
Office Furniture and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total, at cost 2,007 2,007
Tenant and Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total, at cost 8,133 8,105
Vehicle Fleet [Member]    
Property, Plant and Equipment [Line Items]    
Total, at cost $ 850 $ 789
v3.20.2
Property and Equipment, Net - Additional Information (Detail)
3 Months Ended 6 Months Ended
Jun. 30, 2020
USD ($)
Building
Jun. 30, 2019
USD ($)
Jun. 30, 2020
USD ($)
a
ft²
Building
Jun. 30, 2019
USD ($)
Property Plant And Equipment Useful Life And Values [Abstract]        
Depreciation and amortization expense | $ $ 425,000 $ 1,000,000.0 $ 857,000 $ 1,600,000
Number of acres of land purchased | a     15  
Number of buildings | Building 5   5  
Gross area of acquired property | ft²     229,000  
v3.20.2
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Finite Lived Intangible Assets [Line Items]          
Goodwill $ 152,459,000   $ 152,459,000   $ 152,459,000
Intangibles, net 65,461,000   65,461,000   $ 68,642,000
Indefinite lived intangible, insurance licenses 1,300,000   1,300,000    
Amortization of intangible assets 1,600,000 $ 2,100,000 $ 3,200,000 $ 4,200,000  
Impairment of intangible assets $ 0 $ 0      
Minimum [Member]          
Finite Lived Intangible Assets [Line Items]          
Useful life of intangible asset     2 years 6 months    
Finite-lived intangible assets useful lives     2 years 6 months    
Maximum [Member]          
Finite Lived Intangible Assets [Line Items]          
Useful life of intangible asset     15 years    
Finite-lived intangible assets useful lives     15 years    
v3.20.2
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details)
$ in Thousands
Jun. 30, 2020
USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]  
Beginning balance $ 152,459
Ending balance $ 152,459
v3.20.2
Goodwill and Other Intangible Assets - Schedule of Estimated Amortization of Intangible Assets (Details)
$ in Thousands
Jun. 30, 2020
USD ($)
[1]
Goodwill And Intangible Assets Disclosure [Abstract]  
2020 - remaining $ 3,183
2021 6,351
2022 6,351
2023 6,351
2024 6,351
Thereafter 35,559
Total $ 64,146
[1] Excludes insurance licenses valued at $1.3 million and classified as an indefinite lived intangible which is subject to annual impairment testing and not amortized
v3.20.2
Goodwill and Other Intangible Assets - Schedule of Estimated Amortization of Intangible Assets (Parenthetical) (Details)
$ in Millions
Jun. 30, 2020
USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]  
Indefinite lived intangible, insurance licenses $ 1.3
v3.20.2
Other Assets - Schedule of Other Assets (Detail) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]    
Other amounts receivable $ 8,876 $ 1,185
State underwriting pooling & assoc. 4,213 3,165
Prepaid expense 4,057 3,999
Right to use assets 6,636 6,645
Other assets 306 1,328
Premium tax 4,716 1,788
Total other assets $ 28,804 $ 18,110
v3.20.2
Other Assets - Additional Information (Detail) - Secured Promissory Notes [Member]
$ in Thousands
1 Months Ended
Jan. 31, 2020
USD ($)
Note
Investments [Line Items]  
Number of secured promissory notes | Note 2
Secured promissory notes in each $ 3,750
Investment Interest Rate 8.00%
Principal payments in equal installments $ 300,000
Investment maturity date Feb. 01, 2023
Debt instrument, interest rate commencement date Interest payments commenced on March 1, 2020.
Debt instrument, description The Notes mature on February 1, 2023 and bear an 8% interest rate per annum, with principal payments in equal installments of $300,000 due on the first day of each month commencing on June 1, 2021.
v3.20.2
Earnings Per Share - Schedule of Computation of Basic and Diluted Earnings Per Share (EPS) (Detail) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Basic earnings per share:        
Net income attributable to common stockholders (000's) $ 4,132 $ 721 $ 11,752 $ 7,685
Weighted average shares outstanding 27,876,801 29,346,234 28,212,735 29,442,363
Basic earnings per share: $ 0.15 $ 0.02 $ 0.42 $ 0.26
Diluted earnings per share:        
Net income attributable to common stockholders (000's) $ 4,132 $ 721 $ 11,752 $ 7,685
Weighted average shares outstanding 27,876,801 29,346,234 28,212,735 29,442,363
Weighted average dilutive shares 36,895 6,562 18,539 5,305
Total weighted average dilutive shares 27,913,696 29,352,796 28,231,273 29,447,668
Diluted earnings per share: $ 0.15 $ 0.02 $ 0.42 $ 0.26
v3.20.2
Deferred Reinsurance Ceding Commission - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Policy Acquisition Costs [Member]        
Deferred Reinsurance Ceding Commission [Line Items]        
Ceding commission income $ 11.3 $ 12.1 $ 21.7 $ 25.0
General and Administrative Expenses [Member]        
Deferred Reinsurance Ceding Commission [Line Items]        
Ceding commission income $ 3.6 $ 4.0 $ 7.1 $ 8.3
v3.20.2
Deferred Reinsurance Ceding Commission - Schedule of Activity with Regard to Deferred Reinsurance Ceding Commission (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Insurance [Abstract]        
Beginning balance of deferred ceding commission income $ 34,380 $ 40,474 $ 37,464 $ 44,996
Ceding commission deferred 15,074 10,389 25,919 23,036
Less: ceding commission earned (14,892) (16,158) (28,821) (33,327)
Ending balance of deferred ceding commission income $ 34,562 $ 34,705 $ 34,562 $ 34,705
v3.20.2
Deferred Policy Acquisition Costs - Summary of Activity in Deferred Policy Acquisition Costs (DPAC) (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Insurance [Abstract]        
Beginning Balance $ 74,895 $ 69,883 $ 77,211 $ 73,055
Policy acquisition costs deferred 48,173 35,271 86,304 73,901
Amortization (41,478) (31,090) (81,925) (72,892)
Ending Balance $ 81,590 $ 74,064 $ 81,590 $ 74,064
v3.20.2
Income Taxes - Additional Information (Detail) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Income Tax Disclosure [Abstract]          
Provision for income taxes $ 1,110,000 $ 368,000 $ 4,284,000 $ 2,737,000  
Annual effective tax rate 21.20% 33.80% 26.70% 26.30%  
Uncertain tax positions $ 0   $ 0   $ 0
v3.20.2
Income Taxes - Components of Deferred Tax Liability (Detail) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Deferred tax assets:    
Unearned premiums $ 8,274 $ 12,585
Unearned commission 8,000 8,671
Tax-related discount on loss reserve 2,668 2,716
Stock-based compensation 527 297
Accrued expenses 1,987 757
Leases 334 331
Other 1,908 1,890
Total deferred tax asset 23,698 27,247
Deferred tax liabilities:    
Deferred acquisition costs 18,885 17,871
Prepaid expenses 268 153
Unrealized gains 6,090 2,195
Property and equipment 1,176 1,029
Note discount 404 478
Basis in purchased investments 76 100
Basis in purchased intangibles 16,286 16,977
Other 1,470 1,067
Total deferred tax liabilities 44,655 39,870
Net deferred tax liability $ (20,957) $ (12,623)
v3.20.2
Reinsurance - Additional information (Detail)
6 Months Ended 12 Months Ended
Jun. 30, 2020
USD ($)
Reinsurer
Jun. 30, 2020
USD ($)
Layer
Mar. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Jun. 30, 2019
USD ($)
Mar. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]              
Unpaid losses and loss adjustment expenses $ 620,718,000 $ 620,718,000 $ 607,177,000 $ 613,533,000 $ 430,412,000 $ 404,484,000 $ 432,359,000
Reinsurance payable $ 296,606,000 296,606,000   $ 156,351,000      
Number of reinstatements available | Reinsurer 2            
Facultative Reinsurance [Member] | Maximum [Member]              
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]              
Reinsurance payable $ 10,000,000.0 $ 10,000,000.0          
Facultative Reinsurance [Member] | Minimum [Member]              
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]              
Facultative reinsurance purchase amount 10,000,000.0            
NBIC [Member] | General Excess of Loss 2020-2021 Reinsurance Program [Member]              
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]              
Number of layers in excess of retention loss | Layer   2          
Retention under program to provide reinsurance coverage   $ 400,000          
NBIC [Member] | General Excess of Loss 2020-2021 Reinsurance Program [Member] | First Layer Coverage [Member]              
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]              
Retention under program to provide reinsurance coverage   350,000          
Primary retention   400,000          
NBIC [Member] | General Excess of Loss 2020-2021 Reinsurance Program [Member] | Second Layer Coverage [Member]              
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]              
Retention under program to provide reinsurance coverage   2,750,000          
Primary retention   750,000          
NBIC [Member] | General Excess of Loss 2020-2021 Reinsurance Program [Member] | Casualty Second Layer [Member]              
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]              
Retention under program to provide reinsurance coverage   1,250,000          
Primary retention   750,000          
NBIC [Member] | Facultative 2020 - 2021 Excess of Loss Reinsurance Program [Member] | Minimum [Member]              
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]              
Reinsurance payable $ 3,500,000 3,500,000          
Commercial Residential Losses [Member] | NBIC [Member]              
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]              
Number of reinstatements available | Reinsurer 2            
Insurance Claims [Member]              
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]              
Unpaid losses and loss adjustment expenses $ 1,000,000.0 1,000,000.0          
Insurance Claims [Member] | Commercial Residential Losses [Member] | NBIC [Member]              
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]              
Unpaid losses and loss adjustment expenses 750,000 750,000          
Property Per Risk Coverage [Member]              
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]              
Coverage limit 9,000,000.0            
Reinsurance payable 27,000,000.0 27,000,000.0          
Property Per Risk Coverage [Member] | Commercial Residential Losses [Member] | NBIC [Member]              
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]              
Coverage limit 250,000            
Reinsurance payable $ 750,000 $ 750,000          
Catastrophe [Member]              
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]              
Reinsurance premium, amortization period 12 months            
Quota Share [Member]              
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]              
Reinsurance premium, amortization period 12 months            
v3.20.2
Reinsurance - Catastrophe Excess of Loss Reinsurance - Additional information - (Detail) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]          
Purchase of reinsurance from third party $ 112,735,000 $ 115,875,000 $ 221,445,000 $ 234,774,000  
Reinsurance payable 296,606,000   $ 296,606,000   $ 156,351,000
FHCF [Member]          
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]          
Percentage comprising aggregate participation     90.00%    
2020-2021 Excess of Loss Reinsurance Programs [Member]          
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]          
Reinsurance purchase limit 2,600,000,000   $ 2,600,000,000    
Purchase of reinsurance from third party     2,600,000,000    
Reinsurance payable 272,100,000   272,100,000    
2020-2021 Excess of Loss Reinsurance Programs [Member] | NBIC [Member] | First Catastrophic Event [Member] | Maximum [Member]          
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]          
Retention under program to provide reinsurance coverage     965,000,000.0    
First event retention for insurance company subsidiary 13,300,000   13,300,000    
2020-2021 Excess of Loss Reinsurance Programs [Member] | Heritage P&C [Member] | First Catastrophic Event [Member] | Maximum [Member]          
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]          
Retention under program to provide reinsurance coverage     1,350,000,000    
First event retention for insurance company subsidiary 20,000,000.0   20,000,000.0    
2020-2021 Excess of Loss Reinsurance Programs [Member] | Zephyr [Member] | First Catastrophic Event [Member] | Maximum [Member]          
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]          
Retention under program to provide reinsurance coverage     690,000,000.0    
First event retention for insurance company subsidiary $ 20,000,000.0   20,000,000.0    
Osprey [Member] | First Catastrophic Event [Member] | Maximum [Member]          
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]          
Retention under program to provide reinsurance coverage     41,800,000    
Osprey [Member] | First Catastrophic Event [Member] | Minimum [Member]          
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]          
Retention under program to provide reinsurance coverage     $ 22,100,000    
v3.20.2
Reinsurance - Gross Quota and Net Quota Share Reinsurance - Additional information - (Detail) - NBIC [Member] - USD ($)
$ in Millions
6 Months Ended 12 Months Ended
Jun. 30, 2020
May 31, 2019
Dec. 31, 2019
Dec. 31, 2018
Gross Quota Share [Member]        
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]        
Percentage of gross quota share   8.00%    
Reinsurance recoveries on paid losses   $ 1,000.0    
2020-2021 Net Quota Share Reinsurance [Member]        
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]        
Net lines quota share occurrence limit $ 20.0      
Percentage of renewed ceded net premium and losses     56.00% 5.00%
v3.20.2
Reinsurance - Aggregate Coverage - Additional information - (Detail)
$ in Thousands
6 Months Ended
Dec. 31, 2019
USD ($)
Reinsurer
Dec. 01, 2019
USD ($)
Jun. 30, 2020
USD ($)
Reinsurer
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]      
Prepaid reinsurance premiums $ 224,102   $ 361,256
Number of reinstatements available | Reinsurer     2
Aggregate Coverage [Member] | Catastrophe [Member]      
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]      
Purchased aggregate reinstatement premium     $ 976,000
Prepaid reinsurance premiums     621,000
Net of prepaid reinsurance premium as attachment point     $ 40,000
42.5% Aggregate Coverage [Member] | NBIC [Member]      
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]      
Aggregate contract coverage limit   $ 20,000  
Primary retention   20,000  
Franchise deductible amount   $ 1,000  
Aggregate contract expiration date   Mar. 31, 2020  
Percentage of aggregate contract   42.50%  
100.00% Aggregate Coverage [Member] | NBIC [Member]      
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]      
Aggregate contract coverage limit 20,000    
Primary retention $ 20,000    
Aggregate contract expiration date Dec. 31, 2020    
Percentage of aggregate contract 100.00%    
Number of reinstatements available | Reinsurer 1    
v3.20.2
Reinsurance - Schedule of Effect of Reinsurance Arrangements in Consolidated Statement of Income (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Premiums Written        
Premiums Written, Direct $ 290,432 $ 254,840 $ 519,534 $ 465,188
Premiums Written, Ceded (327,962) (312,600) (358,599) (359,442)
Premiums Written, Net (37,530) (57,760) 160,935 105,746
Premiums Earned        
Premiums Earned, Direct 241,792 229,958 476,508 458,548
Premiums Earned, Ceded (112,735) (115,875) (221,445) (234,774)
Net premiums earned 129,057 114,083 255,063 223,774
Losses and Loss Adjustment Expenses        
Losses and Loss Adjustment Expenses, Direct 139,311 162,390 246,676 274,566
Losses and Loss Adjustment Expenses, Ceded (60,442) (88,091) (99,626) (138,128)
Losses and Loss Adjustment Expenses, Net $ 78,869 $ 74,299 $ 147,050 $ 136,438
v3.20.2
Reserve for Unpaid Losses And Loss Adjustment Expenses - Summary of Reserve for Unpaid Losses And LAE (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Insurance [Abstract]        
Balance, beginning of period $ 607,177 $ 404,484 $ 613,533 $ 432,359
Less: reinsurance recoverable on unpaid losses 387,637 214,471 393,630 250,507
Net balance, beginning of period 219,540 190,013 219,903 181,852
Incurred related to:        
Current year 83,822 75,623 156,153 138,348
Prior years (4,953) (1,324) (9,103) (1,910)
Total incurred 78,869 74,299 147,050 136,438
Paid related to:        
Current year 55,372 34,793 76,608 43,155
Prior years 26,689 22,130 73,997 67,746
Total paid 82,061 56,923 150,605 110,901
Net balance, end of period 216,348 207,389 216,348 207,389
Plus: reinsurance recoverable on unpaid losses 404,370 223,023 404,370 223,023
Balance, end of period $ 620,718 $ 430,412 $ 620,718 $ 430,412
v3.20.2
Reserve for Unpaid Losses And Loss Adjustment Expenses - Additional Information (Detail) - USD ($)
$ in Thousands
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Insurance [Abstract]            
Unpaid losses and loss adjustment expenses $ 216,348 $ 219,540 $ 219,903 $ 207,389 $ 190,013 $ 181,852
Unpaid losses and loss adjustment expenses attributable to IBNR net of reinsurance recoverable $ 160,200          
Net reserves for unpaid losses and loss adjustment expenses, percentage 74.10%          
v3.20.2
Long-Term Debt - Additional Information (Detail) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Jul. 01, 2020
Jan. 02, 2020
Feb. 19, 2019
Dec. 31, 2018
Oct. 31, 2017
Mar. 31, 2019
Jun. 30, 2020
Jun. 30, 2019
Jun. 01, 2020
Apr. 27, 2020
Dec. 31, 2019
Sep. 30, 2017
Aug. 31, 2017
Debt Instrument [Line Items]                          
Long-term debt, net             $ 126,056,000       $ 129,248,000    
Issuance and debt discount costs             4,156,000       4,857,000    
Convertible notes converted into common stock           $ 4,210,000              
Payout dividends, aggregate amount             3,476,000 $ 3,396,000          
Maximum [Member]                          
Debt Instrument [Line Items]                          
Payout dividends, aggregate amount             10,000,000.0            
Federal Home Loan Bank Of Atlanta [Member]                          
Debt Instrument [Line Items]                          
Interest paid             301,975 300,325          
FHLB advance Interest rate       3.094%                  
Cash loan received under advance from FHLB       $ 19,200,000                  
Required fair value of reinvestment in FHLB common stock.       $ 1,400,000     1,400,000            
Estimated fair value of collateral with FHLB             19,400,000            
Federal Home Loan Bank Des Moines [Member]                          
Debt Instrument [Line Items]                          
Required fair value of reinvestment in FHLB common stock.             146,300       146,300    
Federal Home Loan Bank Boston [Member]                          
Debt Instrument [Line Items]                          
Required fair value of reinvestment in FHLB common stock.             $ 76,600       76,600    
Convertible Note [Member] | Heritage Insurance Holdings, Inc. [Member]                          
Debt Instrument [Line Items]                          
Repurchase of convertible notes     $ 5,800,000                    
Cash consideration paid for repurchase of debt     $ 2,900,000                    
Shares issued for consideration of repurchase debt     285,201                    
Convertible notes converted into common stock     $ 4,200,000                    
Non-operating loss extinguishment of debt     $ 48,000                    
Convertible Senior Notes [Member]                          
Debt Instrument [Line Items]                          
Aggregate principal amount                       $ 136,800,000  
Interest rate                       5.875% 5.875%
Investment maturity date             Aug. 01, 2037            
Interest payments term             Interest is payable semi-annually in arrears, on February 1, and August 1 of each year, commencing in 2018.            
Long-term debt, net             $ 21,700,000            
Issuance and debt discount costs             1,700,000            
Interest paid             $ 1,400,000 1,500,000          
Senior Secured Credit Facility [Member]                          
Debt Instrument [Line Items]                          
Notes maturity period       5 years                  
Maximum borrowing capacity       $ 125,000,000.0                  
Senior Secured Credit Facility [Member] | Second Amendment [Member]                          
Debt Instrument [Line Items]                          
Covenant description             The Second Amendment modified the negative covenants in the Credit Agreement to permit the Company to make acquisitions and investments if, after giving effect to the acquisition or investment, either (1) the Company has an aggregate of $25.0 million in cash and availability under the revolving credit facility or (2) the consolidated leverage ratio under the Credit Agreement is at least a quarter turn less than the required ratio for the trailing four quarters.            
Senior Secured Credit Facility [Member] | Term Loan Facility [Member]                          
Debt Instrument [Line Items]                          
Aggregate principal amount           $ 1,900,000         69,400,000    
Interest paid             $ 1,600,000 1,800,000          
Maximum borrowing capacity       75,000,000.0                  
Principal payments in equal installments   $ 1,900,000                      
Aggregate remaining principal amount             $ 65,600,000            
Effective interest rate             4.10%            
Senior Secured Credit Facility [Member] | Term Loan Facility [Member] | Subsequent Event [Member]                          
Debt Instrument [Line Items]                          
Principal payments in equal installments $ 1,900,000                        
Senior Secured Credit Facility [Member] | Revolving Credit Facility [Member]                          
Debt Instrument [Line Items]                          
Interest paid             $ 331,928 350,729          
Maximum borrowing capacity       $ 50,000,000.0     50,000,000.0            
Outstanding borrowing capacity amount             10,000,000.0       10,000,000.0    
Letters of credit outstanding amount             $ 0       $ 0    
Effective interest rate             4.36%            
Senior Secured Credit Facility [Member] | Revolving Credit Facility [Member] | Second Amendment [Member]                          
Debt Instrument [Line Items]                          
Aggregate availability amount                   $ 25,000,000.0      
Senior Secured Credit Facility [Member] | Standby Letters of Credit [Member]                          
Debt Instrument [Line Items]                          
Maximum borrowing capacity             $ 5,000,000.0            
Senior Secured Credit Facility [Member] | Standby Letters of Credit [Member] | Third Amendment [Member]                          
Debt Instrument [Line Items]                          
Maximum borrowing capacity                 $ 40,000,000        
Senior Secured Credit Facility [Member] | Swingline Loan [Member]                          
Debt Instrument [Line Items]                          
Maximum borrowing capacity             $ 10,000,000.0            
Collateral Financial Arrangement [Member] | Skye Lane Properties LLC [Member] | Mortgage Loan [Member]                          
Debt Instrument [Line Items]                          
Aggregate principal amount         $ 12,700,000                
Interest rate         4.95%                
Investment maturity date         Oct. 30, 2027                
Frequency of periodic principal and interest payments             monthly            
Payment of principal and interest             $ 446,000 $ 446,000          
Collateral Financial Arrangement [Member] | Skye Lane Properties LLC [Member] | Mortgage Loan [Member] | 5-year Treasury Security [Member]                          
Debt Instrument [Line Items]                          
Debt instrument, basis spread on variable rate         3.10%                
v3.20.2
Long-Term Debt - Schedule of Company's Debt and Credit Facilities (Detail) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Debt Instrument [Line Items]    
Principal amount $ 130,212 $ 134,105
Less: unamortized discount and issuance costs 4,156 4,857
Total long-term debt 126,056 129,248
Term Loan Facility [Member]    
Debt Instrument [Line Items]    
Principal amount 65,625 69,375
Revolving Credit Facility [Member]    
Debt Instrument [Line Items]    
Principal amount 10,000 10,000
Convertible Debt [Member]    
Debt Instrument [Line Items]    
Principal amount 23,413 23,413
FHLB Loan Agreement [Member]    
Debt Instrument [Line Items]    
Principal amount 19,200 19,200
Mortgage Loan [Member]    
Debt Instrument [Line Items]    
Principal amount $ 11,974 $ 12,117
v3.20.2
Long-Term Debt - Schedule of Principal Payments on Long-Term Debt (Detail) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Debt Disclosure [Abstract]    
2020 remaining $ 5,772  
2021 7,806  
2022 7,822  
2023 74,539  
2024 354  
Thereafter 33,919  
Total $ 130,212 $ 134,105
v3.20.2
Accounts Payable and Other Liabilities - Schedule of Accounts Payable and Other Liabilities (Detail) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Other Liabilities Disclosure [Abstract]    
Deferred ceding commission $ 34,562 $ 37,464
Accounts payable and other payables 7,767 7,225
Lease obligations 8,371 8,369
Accrued interest and issuance costs 829 1,052
Accrued dividends 1,693 1,750
Other liabilities 183 387
Commission payables 14,708 14,798
Total other liabilities $ 68,113 $ 71,045
v3.20.2
Statutory Accounting and Regulations - Additional Information (Detail) - USD ($)
6 Months Ended
Jun. 30, 2020
Dec. 31, 2019
Heritage P&C [Member]    
Statutory Accounting Practices [Line Items]    
Statutory accounting practices, capital and surplus requirements of insurance subsidiary greater of $15 million or 10% of their respective liabilities.  
Minimum required amount of capital and surplus maintained by the insurance subsidiary $ 15,000,000  
Statutory capital and surplus requirements, percentage 10.00%  
Zephyr [Member]    
Statutory Accounting Practices [Line Items]    
Deposits held $ 750,000  
NBIC [Member]    
Statutory Accounting Practices [Line Items]    
Statutory capital and surplus 3,000,000.0  
Heritage P&C, Zephyr, NBIC and PIC [Member]    
Statutory Accounting Practices [Line Items]    
Statutory capital and surplus $ 338,700,000 $ 351,800,000
v3.20.2
Related Party Transactions - Additional Information (Detail) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Jan. 31, 2017
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Mrs. Shannon Lucas [Member]            
Related Party Transaction [Line Items]            
Consulting fees hourly rate $ 400          
Immediate Family Member of Management or Principal Owner [Member]            
Related Party Transaction [Line Items]            
Consulting fees   $ 93,000 $ 71,000 $ 117,000 $ 173,000 $ 344,400
Heritage Property & Casualty Insurance Company and NBIC [Member] | Director [Member]            
Related Party Transaction [Line Items]            
Director annual compensation $ 150,000          
Comegys Insurance Agency, Inc. [Member]            
Related Party Transaction [Line Items]            
Agency commission   $ 375,000 $ 325,000 $ 546,000 $ 336,000  
v3.20.2
Employee Benefit Plans - Additional Information (Detail) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Defined Contribution Plan Disclosure [Line Items]        
Contribution for participating employees $ 293,182 $ 292,500 $ 632,500 $ 548,200
Defined Contribution Plan, Plan Name     401(k)  
Medical premium cost 1,100,000 $ 958,700 $ 2,000,000.0 $ 1,800,000
Additional liability for unpaid claims $ 1,400,000   1,400,000  
Stop loss coverage per employee     150,000  
Defined contribution plan, aggregate limit for losses     $ 1,500,000  
Defined contribution plan, aggregate stop loss commences threshold percentage     125.00%  
Maximum [Member]        
Defined Contribution Plan Disclosure [Line Items]        
Percentage of contribution on employee salary     4.00%  
Defined contribution plan, aggregate limit for losses in provided amount     $ 1,000,000.0  
First 3% of Employees [Member]        
Defined Contribution Plan Disclosure [Line Items]        
Percentage of contribution on employee salary     100.00%  
Next 2% of the Employees [Member]        
Defined Contribution Plan Disclosure [Line Items]        
Percentage of contribution on employee salary     50.00%  
v3.20.2
Equity - Additional Information (Detail) - USD ($)
3 Months Ended 6 Months Ended
May 04, 2020
Feb. 27, 2020
Aug. 01, 2018
Jun. 30, 2020
Mar. 31, 2020
Jun. 30, 2019
Mar. 31, 2019
Jun. 30, 2020
Dec. 31, 2019
Class Of Stock [Line Items]                  
Common stock, shares authorized       50,000,000       50,000,000 50,000,000
Preferred stock, shares authorized       5,000,000       5,000,000  
Common stock, shares outstanding       27,738,062       27,738,062 28,650,918
Treasury stock, shares       9,279,839       9,279,839 8,349,483
Additional paid-in capital       $ 332,037,000       $ 332,037,000 $ 329,568,000
Common stock voting rights               one vote  
Stock repurchase program, authorized amount     $ 50,000,000.0 $ 23,800,000       $ 23,800,000  
Stock repurchase program, expiration date     Dec. 31, 2020         Dec. 31, 2020  
Treasury shares repurchased, shares       163,456       930,356  
Treasury shares repurchased, value       $ 2,011,000 $ 7,986,000 $ 2,333,000 $ 5,011,000 $ 10,000,000.0  
Stock repurchased in connection with vesting of restricted stock unit               17,500  
Stock repurchased in connection with vesting of restricted stock unit, value               $ 233,000  
Cash dividend per common share $ 0.06 $ 0.06              
Cash dividend, payable date Jul. 06, 2020 Apr. 03, 2020              
Dividend payable, record date Jun. 15, 2020 Mar. 16, 2020              
Restricted Stock [Member]                  
Class Of Stock [Line Items]                  
Unvested restricted common stock issued       330,534       330,534 345,534
v3.20.2
Stock-Based Compensation - Additional Information (Detail)
1 Months Ended 3 Months Ended 6 Months Ended
Apr. 30, 2020
Installment
$ / shares
shares
Jun. 30, 2020
USD ($)
$ / shares
shares
Jun. 30, 2019
USD ($)
Jun. 30, 2020
USD ($)
$ / shares
shares
Jun. 30, 2019
USD ($)
shares
Dec. 31, 2019
$ / shares
May 22, 2014
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Maximum tenure of stock option from the date of grant       10 years      
Exercisable period of vested awards       30 days      
Minimum [Member]              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Vesting period       1 year      
Maximum [Member]              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Vesting period       5 years      
Restricted Stock [Member]              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Number of shares granted       10,000      
Number of shares vested       7,500      
Weighted-average grant-date fair value per share | $ / shares   $ 19.76   $ 19.76   $ 19.56  
Stock-based compensation expense | $   $ 1,400,000 $ 1,300,000 $ 2,700,000 $ 2,700,000    
Unrecognized stock compensation expense | $   $ 2,900,000   $ 2,900,000      
Restricted stock vested and released       25,000 25,000    
Shares withheld to cover withholding taxes       17,500      
Shares withheld to cover withholding taxes, value | $       $ 233,000      
Restricted Stock [Member] | Employee [Member]              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Vesting period       5 years      
Restricted Stock [Member] | Minimum [Member]              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Vesting period       2 years      
Restricted Stock [Member] | Maximum [Member]              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Vesting period       5 years      
Restricted Stock [Member] | Employee [Member]              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Number of shares granted 10,000            
Number of vesting installments | Installment 2            
Weighted-average grant-date fair value per share | $ / shares $ 10.60            
Restricted Stock [Member] | Employee [Member] | Vesting on April 6, 2021 [Member]              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Number of shares vested 5,000            
Restricted Stock [Member] | Employee [Member] | Vesting on April 6, 2022 [Member]              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Number of shares vested 5,000            
Omnibus Incentive Plan [Member]              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Common stock reserved for issuance             2,981,737
Shares available for grant   1,558,518   1,558,518      
v3.20.2
Stock-Based Compensation - Schedule of Restricted Stock Activity (Detail) - Restricted Stock [Member]
6 Months Ended
Jun. 30, 2020
$ / shares
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Beginning balance, Number of shares | shares 345,534
Granted, Number of shares | shares 10,000
Vested, Number of shares | shares (7,500)
Canceled and surrendered, Number of shares | shares (17,500)
Ending balance, Number of shares | shares 330,534
Beginning balance, Weighted-Average Grant-Date Fair Value per Share | $ / shares $ 19.56
Granted, Weighted-Average Grant-Date Fair Value per Share | $ / shares 10.35
Vested, Weighted-Average Grant-Date Fair Value per Share | $ / shares 13.25
Canceled and surrendered, Weighted-Average Grant-Date Fair Value per Share | $ / shares 13.25
Ending balance, Weighted-Average Grant-Date Fair Value per Share | $ / shares $ 19.76
v3.20.2
Subsequent Events - Additional Information (Detail) - USD ($)
Aug. 03, 2020
May 04, 2020
Feb. 27, 2020
Jul. 01, 2020
Subsequent Event [Line Items]        
Cash dividend per common share   $ 0.06 $ 0.06  
Cash dividend, payable date   Jul. 06, 2020 Apr. 03, 2020  
Dividend payable, record date   Jun. 15, 2020 Mar. 16, 2020  
Subsequent Event [Member]        
Subsequent Event [Line Items]        
Cash dividend, declared date Aug. 03, 2020      
Cash dividend per common share $ 0.06      
Cash dividend, payable date Oct. 02, 2020      
Dividend payable, record date Sep. 15, 2020      
Subsequent Event [Member] | Standby Letters of Credit [Member] | Regions Bank [Member]        
Subsequent Event [Line Items]        
Outstanding borrowing capacity amount       $ 36,000.0
Interest rate       3.625%