|
|
Delaware
|
|
75-3241967
|
|
|
(State of Incorporation)
|
|
(IRS Employer Identification Number)
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
||||
|
COMMON STOCK, $0.0001 PAR VALUE PER SHARE
|
|
NASDAQ Stock Market LLC
|
|
Securities registered pursuant to Section 12(g) of the Act:
|
||||
|
PREFERRED SHARE PURCHASE RIGHTS
|
|
Large accelerated filer
|
£
|
|
Accelerated filer
|
þ
|
Non-accelerated filer
|
£
|
|
Smaller reporting company
|
£
|
|
Forward-Looking Statements
|
||
|
||
|
Item 1.
Business
|
|
|
Item 1A. Risk Factors
|
|
|
Item 1B. Unresolved Staff Comments
|
|
|
Item 2. Properties
|
|
|
Item 3. Legal Proceedings
|
|
|
Item 4. Mine Safety Disclosures
|
|
Part II.
|
|
|
|
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
Item 6. Selected Financial Data
|
|
|
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
|
|
|
Item 8. Financial Statements and Supplementary Data
|
|
|
Auditor's Report
|
|
|
Consolidated Balance Sheets
|
|
|
Consolidated Statements of Comprehensive Income
|
|
|
Consolidated Statements of Stockholders' Equity
|
|
|
Consolidated Statements of Cash Flows
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
|
Item 9A. Controls and Procedures
|
|
|
Item 9B. Other Information
|
|
Part III.
|
|
|
|
Item 10. Directors, Executive Officers and Corporate Governance
|
|
|
Item 11. Executive Compensation
|
|
|
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
|
Item 13. Certain Relationships and Related Transactions, and Director Independence
|
|
|
Item 14. Principal Accounting Fees and Services
|
|
Part IV.
|
|
|
|
Item 15. Exhibits, Financial Statement Schedules
|
|
Exhibit Index
|
||
Signatures
|
•
|
the regulatory, economic and weather conditions present in the states in which we operate;
|
•
|
the impact of new federal or state regulations that affect the property and casualty insurance market;
|
•
|
the cost of reinsurance;
|
•
|
assessments charged by various governmental agencies;
|
•
|
pricing competition and other initiatives by competitors;
|
•
|
our ability to attract and retain the services of senior management;
|
•
|
the outcome of litigation pending against us, including the terms of any settlements;
|
•
|
dependence on investment income and the composition of our investment portfolio and related market risks;
|
•
|
our exposure to catastrophic events and severe weather conditions;
|
•
|
downgrades in our financial strength ratings; and
|
•
|
other risks and uncertainties described under "
Risk Factors
" below.
|
•
|
Grow premium base in existing states;
|
•
|
Begin writing policies in several new states in support of our growth and diversification strategy;
|
•
|
Expand our product offerings in states outside Florida;
|
•
|
Grow commercial residential property writings in Florida;
|
•
|
Utilize and add strategic partnerships to expand distribution and service capabilities in all states;
|
•
|
Improve the efficiency of our catastrophe reinsurance program; and
|
•
|
Leverage investments in technology and analytics to drive profitability.
|
Policies In-Force By State
|
|
2014 Policies
|
|
%
|
|
2013 Policies
|
|
%
|
||||
Florida
|
|
173,630
|
|
|
69.0
|
%
|
|
163,314
|
|
|
80.6
|
%
|
Massachusetts
|
|
20,463
|
|
|
8.1
|
%
|
|
10,900
|
|
|
5.4
|
%
|
South Carolina
|
|
19,492
|
|
|
7.7
|
%
|
|
15,186
|
|
|
7.5
|
%
|
Rhode Island
|
|
14,387
|
|
|
5.7
|
%
|
|
9,990
|
|
|
4.9
|
%
|
North Carolina
|
|
11,314
|
|
|
4.5
|
%
|
|
2,533
|
|
|
1.3
|
%
|
Texas
|
|
8,927
|
|
|
3.5
|
%
|
|
102
|
|
|
0.1
|
%
|
New Jersey
|
|
3,881
|
|
|
1.5
|
%
|
|
429
|
|
|
0.2
|
%
|
Louisiana
|
|
10
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
Total
|
|
252,104
|
|
|
100.0
|
%
|
|
202,454
|
|
|
100.0
|
%
|
Total Insured Value By State
|
|
2014 TIV
|
|
%
|
|
2013 TIV
|
|
%
|
||||
Florida
|
|
70,200,560
|
|
|
60.9
|
%
|
|
67,499,187
|
|
|
74.3
|
%
|
Massachusetts
|
|
14,830,428
|
|
|
12.9
|
|
|
7,604,145
|
|
|
8.4
|
|
South Carolina
|
|
10,096,269
|
|
|
8.8
|
|
|
8,018,613
|
|
|
8.8
|
|
Rhode Island
|
|
8,920,721
|
|
|
7.7
|
|
|
6,300,783
|
|
|
6.9
|
|
North Carolina
|
|
4,952,372
|
|
|
4.3
|
|
|
1,138,785
|
|
|
1.3
|
|
Texas
|
|
4,085,220
|
|
|
3.5
|
|
|
42,243
|
|
|
—
|
|
New Jersey
|
|
2,154,756
|
|
|
1.9
|
|
|
258,605
|
|
|
0.3
|
|
Louisiana
|
|
4,416
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
115,244,742
|
|
|
100.0
|
%
|
|
90,862,361
|
|
|
100.0
|
%
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at January 1
|
$
|
47,451
|
|
|
$
|
35,692
|
|
|
$
|
33,600
|
|
Less: reinsurance recoverable on unpaid losses
|
1,957
|
|
|
1,935
|
|
|
3,318
|
|
|||
Net balance at January 1
|
$
|
45,494
|
|
|
$
|
33,757
|
|
|
$
|
30,282
|
|
Incurred related to:
|
|
|
|
|
|
||||||
Current year
|
122,114
|
|
|
94,752
|
|
|
57,739
|
|
|||
Prior years
|
(4,037
|
)
|
|
4,078
|
|
|
670
|
|
|||
Total incurred
|
$
|
118,077
|
|
|
$
|
98,830
|
|
|
$
|
58,409
|
|
Paid related to:
|
|
|
|
|
|
||||||
Current year
|
83,967
|
|
|
62,494
|
|
|
37,906
|
|
|||
Prior years
|
26,420
|
|
|
24,599
|
|
|
17,028
|
|
|||
Total paid
|
$
|
110,387
|
|
|
$
|
87,093
|
|
|
$
|
54,934
|
|
|
|
|
|
|
|
||||||
Net balance at December 31
|
$
|
53,184
|
|
|
$
|
45,494
|
|
|
$
|
33,757
|
|
Plus: reinsurance recoverable on unpaid losses
|
1,252
|
|
|
1,957
|
|
|
1,935
|
|
|||
Balance at December 31
|
$
|
54,436
|
|
|
$
|
47,451
|
|
|
$
|
35,692
|
|
|
|
|
|
|
|
||||||
Composition of reserve for unpaid losses and LAE:
|
|
|
|
|
|
||||||
Case reserves
|
29,726
|
|
|
28,054
|
|
|
20,438
|
|
|||
IBNR reserves
|
24,710
|
|
|
19,397
|
|
|
15,254
|
|
|||
Balance at December 31
|
$
|
54,436
|
|
|
$
|
47,451
|
|
|
$
|
35,692
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|||||||||||||||||||||||
Original net liability
|
$
|
53,184
|
|
|
$
|
45,494
|
|
|
$
|
33,757
|
|
|
$
|
30,282
|
|
|
$
|
23,600
|
|
|
$
|
20,665
|
|
|
$
|
19,192
|
|
|
$
|
21,559
|
|
|
$
|
23,735
|
|
|
$
|
20,447
|
|
|
$
|
8,449
|
|
|
Net cumulative paid as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
One year later
|
|
|
26,240
|
|
|
24,599
|
|
|
17,028
|
|
|
3,322
|
|
|
12,533
|
|
|
8,984
|
|
|
9,707
|
|
|
9,047
|
|
|
12,872
|
|
|
10,962
|
|
|||||||||||||
Two years later
|
|
|
|
|
32,622
|
|
|
26,889
|
|
|
10,562
|
|
|
7,409
|
|
|
13,148
|
|
|
12,127
|
|
|
13,083
|
|
|
14,363
|
|
|
13,871
|
|
||||||||||||||
Three years later
|
|
|
|
|
|
|
30,929
|
|
|
16,776
|
|
|
12,444
|
|
|
6,030
|
|
|
14,310
|
|
|
14,115
|
|
|
15,582
|
|
|
14,868
|
|
|||||||||||||||
Four years later
|
|
|
|
|
|
|
|
|
18,382
|
|
|
16,369
|
|
|
10,145
|
|
|
6,113
|
|
|
15,395
|
|
|
16,312
|
|
|
15,021
|
|
||||||||||||||||
Five years later
|
|
|
|
|
|
|
|
|
|
|
17,556
|
|
|
13,441
|
|
|
9,552
|
|
|
7,032
|
|
|
17,356
|
|
|
15,214
|
|
|||||||||||||||||
Six years later
|
|
|
|
|
|
|
|
|
|
|
|
|
14,403
|
|
|
11,649
|
|
|
10,264
|
|
|
8,722
|
|
|
15,291
|
|
||||||||||||||||||
Seven years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,543
|
|
|
12,219
|
|
|
11,787
|
|
|
15,322
|
|
|||||||||||||||||||
Eight years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,067
|
|
|
13,605
|
|
|
15,353
|
|
||||||||||||||||||||
Nine years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,426
|
|
|
15,361
|
|
|||||||||||||||||||||
Ten years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,361
|
|
||||||||||||||||||||||
Net liability re-estimated as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
End of year
|
$
|
53,184
|
|
|
$
|
45,494
|
|
|
$
|
33,757
|
|
|
$
|
30,282
|
|
|
$
|
23,600
|
|
|
$
|
20,665
|
|
|
$
|
19,192
|
|
|
$
|
21,559
|
|
|
$
|
23,735
|
|
|
$
|
20,447
|
|
|
$
|
8,449
|
|
|
One year later
|
|
|
41,464
|
|
|
37,835
|
|
|
30,949
|
|
|
19,444
|
|
|
21,674
|
|
|
16,556
|
|
|
16,864
|
|
|
17,652
|
|
|
18,802
|
|
|
12,989
|
|
|||||||||||||
Two years later
|
|
|
|
|
39,328
|
|
|
33,960
|
|
|
18,382
|
|
|
18,184
|
|
|
17,472
|
|
|
15,759
|
|
|
16,707
|
|
|
17,675
|
|
|
15,260
|
|
||||||||||||||
Three years later
|
|
|
|
|
|
|
34,469
|
|
|
20,395
|
|
|
17,123
|
|
|
14,400
|
|
|
16,505
|
|
|
16,337
|
|
|
17,355
|
|
|
15,586
|
|
|||||||||||||||
Four years later
|
|
|
|
|
|
|
|
|
20,385
|
|
|
18,395
|
|
|
13,590
|
|
|
13,688
|
|
16,781
|
|
16,781
|
|
|
17,814
|
|
|
15,582
|
|
|||||||||||||||
Five years later
|
|
|
|
|
|
|
|
|
|
|
18,520
|
|
|
14,838
|
|
|
12,568
|
|
|
14,140
|
|
|
18,052
|
|
|
15,672
|
|
|||||||||||||||||
Six years later
|
|
|
|
|
|
|
|
|
|
|
|
|
15,111
|
|
|
12,854
|
|
|
12,943
|
|
|
15,604
|
|
|
15,409
|
|
||||||||||||||||||
Seven years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,060
|
|
|
13,171
|
|
|
14,303
|
|
|
15,376
|
|
|||||||||||||||||||
Eight years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,387
|
|
|
14,525
|
|
|
15,420
|
|
||||||||||||||||||||
Nine years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,746
|
|
|
15,364
|
|
|||||||||||||||||||||
Ten years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,361
|
|
||||||||||||||||||||||
Cumulative redundancy (deficiency) at December 31, 2014
|
|
|
4,030
|
|
|
(5,571
|
)
|
|
(4,187
|
)
|
|
3,215
|
|
|
2,145
|
|
|
4,081
|
|
|
8,499
|
|
|
10,348
|
|
|
5,701
|
|
|
(6,912
|
)
|
|||||||||||||
Cumulative redundancy (deficiency) as a % of reserves originally established
|
|
|
8.9
|
%
|
|
(16.5
|
)%
|
|
(13.8
|
)%
|
|
13.6
|
%
|
|
10.4
|
%
|
|
21.3
|
%
|
|
39.4
|
%
|
|
43.6
|
%
|
|
27.9
|
%
|
|
(81.8
|
)%
|
|||||||||||||
Net reserves
|
$
|
53,184
|
|
|
$
|
45,494
|
|
|
$
|
33,757
|
|
|
$
|
30,282
|
|
|
$
|
23,600
|
|
|
$
|
20,665
|
|
|
$
|
19,192
|
|
|
$
|
21,559
|
|
|
$
|
23,735
|
|
|
$
|
20,447
|
|
|
$
|
8,449
|
|
|
Ceded reserves
|
1,252
|
|
|
1,957
|
|
|
1,935
|
|
|
3,318
|
|
|
23,814
|
|
|
23,447
|
|
|
20,907
|
|
|
14,445
|
|
|
33,440
|
|
|
153,768
|
|
|
4,100
|
|
||||||||||||
Gross reserves
|
$
|
54,436
|
|
|
$
|
47,451
|
|
|
$
|
35,692
|
|
|
$
|
33,600
|
|
|
$
|
47,414
|
|
|
$
|
44,112
|
|
|
$
|
40,099
|
|
|
$
|
36,004
|
|
|
$
|
57,175
|
|
|
$
|
174,215
|
|
|
$
|
12,549
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Net re-estimated
|
|
|
$
|
41,464
|
|
|
$
|
39,328
|
|
|
$
|
34,469
|
|
|
$
|
20,385
|
|
|
$
|
18,520
|
|
|
$
|
15,111
|
|
|
$
|
13,060
|
|
|
$
|
13,387
|
|
|
$
|
14,746
|
|
|
$
|
15,361
|
|
|||
Ceded re-estimated
|
|
|
1,784
|
|
|
2,254
|
|
|
3,777
|
|
|
20,570
|
|
|
21,012
|
|
|
16,461
|
|
|
8,750
|
|
|
18,861
|
|
|
110,895
|
|
|
7,454
|
|
|||||||||||||
Gross re-estimated
|
|
|
$
|
43,248
|
|
|
$
|
41,582
|
|
|
$
|
38,246
|
|
|
$
|
40,955
|
|
|
$
|
39,532
|
|
|
$
|
31,572
|
|
|
$
|
21,810
|
|
|
$
|
32,248
|
|
|
$
|
125,641
|
|
|
$
|
22,815
|
|
|
CALENDAR YEAR
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
2004
|
|
2005
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
1 YR Development
|
|
2 YR Development
|
||||||||||||||||||||||||||||
2004 AY*
|
$
|
39,636
|
|
|
$
|
43,633
|
|
|
$
|
45,211
|
|
|
$
|
46,036
|
|
|
$
|
45,864
|
|
|
$
|
45,891
|
|
|
$
|
45,742
|
|
|
$
|
45,721
|
|
|
$
|
45,766
|
|
|
$
|
45,710
|
|
|
$
|
45,707
|
|
|
$
|
3
|
|
|
$
|
59
|
|
||
2005 AY
|
|
|
58,205
|
|
|
53,998
|
|
|
52,824
|
|
|
52,509
|
|
|
52,901
|
|
|
53,378
|
|
|
50,963
|
|
|
49,618
|
|
|
49,894
|
|
|
50,120
|
|
|
(226
|
)
|
|
(502
|
)
|
||||||||||||||||
2006 AY
|
|
|
|
|
36,386
|
|
|
31,195
|
|
|
30,570
|
|
|
29,728
|
|
|
29,946
|
|
|
29,753
|
|
|
29,857
|
|
|
29,864
|
|
|
29,858
|
|
|
6
|
|
|
(1
|
)
|
|||||||||||||||||
2007 AY
|
|
|
|
|
|
|
31,465
|
|
|
27,432
|
|
|
26,696
|
|
|
27,000
|
|
|
26,824
|
|
|
26,901
|
|
|
26,958
|
|
|
26,949
|
|
|
9
|
|
|
(48
|
)
|
||||||||||||||||||
2008 AY
|
|
|
|
|
|
|
|
|
33,039
|
|
|
31,157
|
|
|
31,338
|
|
|
31,083
|
|
|
31,394
|
|
|
32,356
|
|
|
32,422
|
|
|
(66
|
)
|
|
(1,028
|
)
|
|||||||||||||||||||
2009 AY
|
|
|
|
|
|
|
|
|
|
|
43,732
|
|
|
43,826
|
|
|
43,406
|
|
|
43,155
|
|
43,179
|
|
43,179
|
|
43,031
|
|
43,031
|
|
|
148
|
|
|
124
|
|
||||||||||||||||||
2010 AY
|
|
|
|
|
|
|
|
|
|
|
|
|
41,525
|
|
|
40,862
|
|
|
40,858
|
|
|
41,596
|
|
|
41,464
|
|
|
132
|
|
|
(606
|
)
|
|||||||||||||||||||||
2011 AY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,018
|
|
|
44,746
|
|
|
45,744
|
|
|
46,265
|
|
|
(521
|
)
|
|
(1,519
|
)
|
||||||||||||||||||||||
2012 AY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,746
|
|
|
58,818
|
|
|
59,793
|
|
|
(975
|
)
|
|
(2,047
|
)
|
|||||||||||||||||||||||
2013 AY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94,750
|
|
|
89,223
|
|
|
5,527
|
|
|
—
|
|
||||||||||||||||||||||||
2014 AY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122,109
|
|
|
—
|
|
|
—
|
|
|||||||||||||||||||||||||
(unfavorable) favorable
|
|
|
$
|
4,037
|
|
|
$
|
(5,568
|
)
|
|
2014
|
||
Insurance affiliate schedule P, part 2 (loss and DCC) as filed
|
$
|
944
|
|
Adjusting and other added to table above
|
423
|
|
|
One year development total including adjusting and other
|
1,367
|
|
|
Internal payment eliminations for consolidation
|
2,670
|
|
|
Consolidated one year development
|
$
|
4,037
|
|
1.
|
No Action Level - If RBC is greater than 200%, no further action is required.
|
2.
|
Company Action Level - If RBC is between 150% -200%, the insurer must prepare a report to the regulator outlining a comprehensive financial plan that identifies conditions that contributed to the insurer's financial condition and proposes corrective actions.
|
3.
|
Regulatory Action Level - If RBC is between 100% -150%, the state insurance commissioner is required to perform any examinations or analyses to the insurer's business and operations that he or she deems necessary as well as issuing appropriate corrective orders.
|
4.
|
Authorized Control Level - If RBC is between 70% - 100%, this is the first point that the regulator may take control of the insurer even if the insurer is still technically solvent and is in addition to all the remedies available at the higher action levels.
|
5.
|
Mandatory Control Level - If RBC is less than 70%, the regulator is required to take steps to place the insurer under its control regardless of the level of capital and surplus.
|
•
|
catastrophe losses that we experienced in prior years;
|
•
|
catastrophe losses that, using third-party catastrophe modeling software, we projected could be incurred;
|
•
|
catastrophe losses that we used to develop prices for our products; or
|
•
|
our current reinsurance coverage (which would cause us to have to pay such excess losses).
|
•
|
judicial expansion of policy coverage and the impact of new theories of liability;
|
•
|
plaintiffs targeting property and casualty insurers in purported class-action litigation relating to claims-handling and other practices; and
|
•
|
adverse changes in loss cost trends, including inflationary pressures in home repair costs.
|
•
|
the nomination, election and removal of our Board of Directors;
|
•
|
the adoption of amendments to our charter documents;
|
•
|
management and policies; and
|
•
|
the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets.
|
|
Sales Prices
|
||||||
|
High
|
|
Low
|
||||
2014
|
|
|
|
||||
Fourth Quarter
|
$
|
22.41
|
|
|
$
|
14.59
|
|
Third Quarter
|
17.77
|
|
|
12.91
|
|
||
Second Quarter
|
18.56
|
|
|
13.62
|
|
||
First Quarter
|
16.25
|
|
|
12.00
|
|
||
2013
|
|
|
|
||||
Fourth Quarter
|
14.48
|
|
|
8.33
|
|
||
Third Quarter
|
8.99
|
|
|
6.82
|
|
||
Second Quarter
|
7.10
|
|
|
5.53
|
|
||
First Quarter
|
6.26
|
|
|
4.77
|
|
1.
|
the lesser of:
|
a.
|
ten percent of United Property & Casualty Insurance Company's capital surplus, or
|
b.
|
net income, not including realized capital gains, plus a two-year carryforward
|
2.
|
ten percent of capital surplus with dividends payable constrained to unassigned funds minus 25% of unrealized capital gains, or
|
3.
|
the lesser of:
|
a.
|
ten percent of capital surplus, or
|
b.
|
net investment income plus a three-year carryforward with dividends payable constrained to unassigned funds minus 25% of unrealized capital gains.
|
1.
|
the dividend is equal to or less than the greater of:
|
a.
|
ten percent of United Property & Casualty Insurance Company's surplus as to policyholders derived from realized net operating profits on its business and net realized capital gains, or
|
b.
|
United Property & Casualty Insurance Company's entire net operating profits and realized net capital gains derived during the immediately preceding calendar year, and:
|
2.
|
United Property & Casualty Insurance Company will have surplus as to policyholders equal to or exceeding 115% of the minimum required statutory surplus as to policyholders after the dividend or distribution is made, and
|
3.
|
United Property & Casualty Insurance files a notice of the dividend or distribution with the insurance regulatory authority at least ten business days prior to the dividend payment or distribution, and
|
4.
|
the notice includes a certification by an officer of United Property & Casualty Insurance Company attesting that, after the payment of the dividend or distribution, United Property & Casualty Insurance Company will have at least 115% of required statutory surplus as to policyholders.
|
1.
|
the lesser of:
|
a.
|
ten percent (10%) of Family Security Insurance Company's surplus as of December 31 of the preceding year, or
|
b.
|
ten percent (10%) of the net income, not including realized capital gains, for the twelve-month period ending December 31 of the preceding year.
|
Plan Category
|
|
Number of securities to
be issued
upon
exercise of
outstanding
options, warrants and rights
|
|
Weighted-
average
exercise
price of
outstanding
options, warrants and rights
|
|
Number of
securities
remaining available
for future issuance
under equity
compensation plans
|
||||
Equity compensation plans approved by security holders
|
|
99,919
|
|
|
$
|
13.82
|
|
|
897,782
|
|
Equity compensation plans not approved by security holders
|
|
53,464
|
|
|
5.48
|
|
|
—
|
|
|
Total
|
|
153,383
|
|
|
$
|
10.91
|
|
|
897,782
|
|
|
12/31/09
|
|
12/31/10
|
|
12/31/11
|
|
12/31/12
|
|
12/31/13
|
|
12/31/14
|
|
||||||
United Insurance Holdings Corp.
|
$
|
100.00
|
|
$
|
77.63
|
|
$
|
111.44
|
|
$
|
154.24
|
|
$
|
360.32
|
|
$
|
597.81
|
|
Russell 2000 index
|
100.00
|
|
122.95
|
|
113.91
|
|
128.83
|
|
172.86
|
|
180.87
|
|
||||||
NASDAQ Insurance index
|
100.00
|
|
100.13
|
|
101.48
|
|
114.92
|
|
145.62
|
|
160.70
|
|
|
As of and for the Years Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross premiums written
|
$
|
436,753
|
|
|
$
|
381,352
|
|
|
$
|
254,909
|
|
|
$
|
203,806
|
|
|
$
|
158,637
|
|
Gross premiums earned
|
400,695
|
|
|
316,708
|
|
|
226,254
|
|
|
180,837
|
|
|
155,307
|
|
|||||
Net premiums earned
|
$
|
264,850
|
|
|
$
|
197,378
|
|
|
$
|
121,968
|
|
|
$
|
90,080
|
|
|
$
|
66,855
|
|
Net investment income and realized gains (losses)
|
6,775
|
|
|
3,742
|
|
|
5,243
|
|
|
2,950
|
|
|
8,128
|
|
|||||
Other revenue
|
8,605
|
|
|
6,960
|
|
|
4,023
|
|
|
3,388
|
|
|
5,008
|
|
|||||
Total revenue
|
280,230
|
|
|
208,080
|
|
|
131,234
|
|
|
$
|
96,418
|
|
|
$
|
79,991
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss and loss adjustment expenses
|
118,077
|
|
|
98,830
|
|
|
58,409
|
|
|
38,861
|
|
|
42,533
|
|
|||||
Other operating expenses
|
97,410
|
|
|
74,397
|
|
|
57,241
|
|
|
43,818
|
|
|
36,373
|
|
|||||
Interest expense
|
410
|
|
|
367
|
|
|
355
|
|
|
548
|
|
|
1,767
|
|
|||||
Total expenses
|
$
|
215,897
|
|
|
$
|
173,594
|
|
|
$
|
116,005
|
|
|
$
|
83,227
|
|
|
$
|
80,673
|
|
Income (loss) before income taxes
|
$
|
64,410
|
|
|
$
|
34,487
|
|
|
$
|
15,714
|
|
|
$
|
13,016
|
|
|
$
|
(1,408
|
)
|
Provision for (benefit from) income taxes
|
23,397
|
|
|
14,145
|
|
|
6,009
|
|
|
4,928
|
|
|
(483
|
)
|
|||||
Net income (loss)
|
$
|
41,013
|
|
|
$
|
20,342
|
|
|
$
|
9,705
|
|
|
$
|
8,088
|
|
|
$
|
(925
|
)
|
Earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.06
|
|
|
$
|
1.26
|
|
|
$
|
0.91
|
|
|
$
|
0.77
|
|
|
$
|
(0.09
|
)
|
Diluted
|
$
|
2.05
|
|
|
$
|
1.26
|
|
|
$
|
0.91
|
|
|
$
|
0.77
|
|
|
$
|
(0.09
|
)
|
Cash dividends declared per share
|
$
|
0.16
|
|
|
$
|
0.12
|
|
|
$
|
0.08
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average equity
|
27.2
|
%
|
|
20.8
|
%
|
|
16.1
|
%
|
|
16.1
|
%
|
|
(2.0
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ceded ratio
(1)
|
33.9
|
%
|
|
37.7
|
%
|
|
46.1
|
%
|
|
50.2
|
%
|
|
57.0
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratios to net premiums earned:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss and loss adjustment expenses
|
44.6
|
%
|
|
50.0
|
%
|
|
47.9
|
%
|
|
43.1
|
%
|
|
63.6
|
%
|
|||||
Expenses
|
36.8
|
%
|
|
37.7
|
%
|
|
46.9
|
%
|
|
48.6
|
%
|
|
54.4
|
%
|
|||||
Combined Ratio
|
81.4
|
%
|
|
87.7
|
%
|
|
94.8
|
%
|
|
91.7
|
%
|
|
118.0
|
%
|
|||||
Effect of current year catastrophe losses on combined ratio
|
0.3
|
%
|
|
1.8
|
%
|
|
3.0
|
%
|
|
—
|
%
|
|
—
|
%
|
|||||
Effect of prior year (favorable) development on combined ratio
|
(1.5
|
)%
|
|
2.1
|
%
|
|
0.5
|
%
|
|
(4.8
|
)%
|
|
1.5
|
%
|
|||||
Underlying Combined Ratio
(2)
|
82.6
|
%
|
|
83.8
|
%
|
|
91.3
|
%
|
|
96.5
|
%
|
|
116.5
|
%
|
|
As of and for the Years Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and invested assets
|
$
|
443,018
|
|
|
$
|
326,548
|
|
|
$
|
223,385
|
|
|
$
|
165,898
|
|
|
$
|
126,242
|
|
Prepaid reinsurance premiums
|
63,827
|
|
|
55,268
|
|
|
49,916
|
|
|
40,968
|
|
|
38,307
|
|
|||||
Total Assets
|
584,169
|
|
|
441,230
|
|
|
314,715
|
|
|
$
|
240,215
|
|
|
$
|
213,621
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||||
Unpaid loss and loss adjustment expenses
|
$
|
54,436
|
|
|
$
|
47,451
|
|
|
$
|
35,692
|
|
|
$
|
33,600
|
|
|
$
|
47,414
|
|
Unearned premiums
|
229,486
|
|
|
193,428
|
|
|
128,785
|
|
|
100,130
|
|
|
77,161
|
|
|||||
Reinsurance payable
|
45,254
|
|
|
39,483
|
|
|
26,063
|
|
|
16,571
|
|
|
14,982
|
|
|||||
Notes payable
|
13,529
|
|
|
14,706
|
|
|
15,882
|
|
|
17,059
|
|
|
18,235
|
|
|||||
Total Liabilities
|
$
|
380,406
|
|
|
$
|
333,643
|
|
|
$
|
225,628
|
|
|
$
|
185,226
|
|
|
$
|
168,328
|
|
Total Stockholders' Equity
|
$
|
203,763
|
|
|
$
|
107,587
|
|
|
$
|
89,087
|
|
|
$
|
54,989
|
|
|
$
|
45,293
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statutory Surplus
|
$
|
126,249
|
|
|
$
|
78,362
|
|
|
$
|
68,007
|
|
|
$
|
48,188
|
|
|
$
|
48,495
|
|
•
|
For Results of Operations: premiums written, policies in-force, premiums earned, retention, price changes, claim frequency (rate of claim occurrence per policies in-force), severity (average cost per claim), catastrophes, loss ratio, expenses, combined ratio, underwriting results, reinsurance costs, premium to probable maximum loss, and geographic concentration;
|
•
|
For Investments: credit quality, maximizing total return, investment income, cash flows, realized gains and losses, unrealized gains and losses, asset diversification, and portfolio duration; and
|
•
|
For Financial Condition: liquidity, reserve strength, financial strength, ratings, operating leverage, book value per share, capital preservation, return on investment, and return on equity.
|
•
|
Consolidated net income was
$41,013,000
in
2014
compared to
$20,342,000
in
2013
. Net income per diluted share was
$2.05
in
2014
compared to
$1.26
in
2013
.
|
•
|
Our combined ratio (calculated as losses and loss adjustment expenses and operating expenses less interest expense relative to net premiums earned) was
81.4%
in
2014
compared to
87.7%
in
2013
.
|
•
|
Total revenues were
$280,230,000
in
2014
compared to
$208,080,000
in
2013
.
|
•
|
Investment and cash holdings were
$443,018,000
at
December 31, 2014
, compared to
$326,548,000
at
December 31, 2013
.
|
•
|
Investment income was
$6,795,000
in
2014
compared to
$3,871,000
in
2013
.
|
•
|
Net realized losses were
$(20,000)
in
2014
compared to net realized losses of
$(129,000)
in
2013
.
|
•
|
Book value per diluted share (ratio of stockholders' equity to total shares outstanding and dilutive potential shares outstanding) was
$9.75
at
December 31, 2014
, a
46.8%
increase from
$6.64
at
December 31, 2013
.
|
•
|
Return on average equity for the twelve months ended
December 31, 2014
was
27.2%
, compared to
20.8%
for the twelve months ended
December 31, 2013
.
|
•
|
Policies in-force were
252,104
at
December 31, 2014
, a
24.5%
increase from
202,454
policies in-force at
December 31, 2013
.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
REVENUE:
|
|
|
|
|
|
|
||||||
Gross premiums written
|
|
$
|
436,753
|
|
|
$
|
381,352
|
|
|
$
|
254,909
|
|
Increase in gross unearned premiums
|
|
(36,058
|
)
|
|
(64,644
|
)
|
|
(28,655
|
)
|
|||
Gross premiums earned
|
|
400,695
|
|
|
316,708
|
|
|
226,254
|
|
|||
Ceded premiums earned
|
|
(135,845
|
)
|
|
(119,330
|
)
|
|
(104,286
|
)
|
|||
Net premiums earned
|
|
264,850
|
|
|
197,378
|
|
|
121,968
|
|
|||
Net investment income
|
|
6,795
|
|
|
3,871
|
|
|
3,083
|
|
|||
Net realized gains (losses)
|
|
(20
|
)
|
|
(129
|
)
|
|
2,160
|
|
|||
Other revenue
|
|
8,605
|
|
|
6,960
|
|
|
4,023
|
|
|||
Total revenue
|
|
280,230
|
|
|
208,080
|
|
|
131,234
|
|
|||
EXPENSES:
|
|
|
|
|
|
|
||||||
Losses and loss adjustment expenses
|
|
118,077
|
|
|
98,830
|
|
|
58,409
|
|
|||
Policy acquisition costs
|
|
65,657
|
|
|
50,623
|
|
|
36,877
|
|
|||
Operating expenses
|
|
11,746
|
|
|
9,222
|
|
|
8,630
|
|
|||
General and administrative expenses
|
|
20,007
|
|
|
14,552
|
|
|
11,734
|
|
|||
Interest expense
|
|
410
|
|
|
367
|
|
|
355
|
|
|||
Total expenses
|
|
215,897
|
|
|
173,594
|
|
|
116,005
|
|
|||
Income before other income
|
|
64,333
|
|
|
34,486
|
|
|
15,229
|
|
|||
Other income
|
|
77
|
|
|
1
|
|
|
485
|
|
|||
Income before income taxes
|
|
64,410
|
|
|
34,487
|
|
|
15,714
|
|
|||
Provision for income taxes
|
|
23,397
|
|
|
14,145
|
|
|
6,009
|
|
|||
Net income
|
|
$
|
41,013
|
|
|
$
|
20,342
|
|
|
$
|
9,705
|
|
Net income per diluted share
|
|
$
|
2.05
|
|
|
$
|
1.26
|
|
|
$
|
0.91
|
|
Book value per share
|
|
$
|
9.75
|
|
|
$
|
6.64
|
|
|
$
|
5.70
|
|
Return on average equity
|
|
27.2
|
%
|
|
20.8
|
%
|
|
16.1
|
%
|
|||
Loss ratio, net
1
|
|
44.6
|
%
|
|
50.0
|
%
|
|
47.9
|
%
|
|||
Expense ratio
2
|
|
36.8
|
%
|
|
37.7
|
%
|
|
46.9
|
%
|
|||
Combined ratio (CR)
3
|
|
81.4
|
%
|
|
87.7
|
%
|
|
94.8
|
%
|
|||
Effect of current year catastrophe losses on CR
|
|
0.3
|
%
|
|
1.8
|
%
|
|
3.0
|
%
|
|||
Effect of prior year development on CR
|
|
(1.5
|
)%
|
|
2.1
|
%
|
|
0.5
|
%
|
|||
Underlying combined ratio
4
|
|
82.6
|
%
|
|
83.8
|
%
|
|
91.3
|
%
|
•
|
reserves for unpaid losses,
|
•
|
fair value of investments, and
|
•
|
investment portfolio impairments.
|
•
|
Case reserves
– When a claim is reported, we establish an automatic minimum case reserve for that claim type that represents our initial estimate of the losses that will ultimately be paid on the reported claim. Our initial estimate for each claim is based upon averages of loss payments for our prior closed claims made for that claim type. Then, our claims personnel perform an evaluation of the type of claim involved, the circumstances surrounding each claim and the policy provisions relating to the loss and adjust the reserve as necessary. As claims mature, we increase or decrease the reserve estimates as deemed necessary by our claims department based upon additional information we receive regarding the loss, the results of on-site reviews and any other information we gather while reviewing the claims.
|
•
|
Reserves for losses incurred but not reported (IBNR reserves)
– Our IBNR reserves include true IBNR reserves plus "bulk" reserves. Bulk reserves represent additional amounts that cannot be allocated to particular claims, but which are necessary to estimate ultimate losses on reported and unreported claims. We estimate our IBNR reserves by projecting the ultimate losses using the methods discussed below and then deducting actual loss payments and case reserves from the projected ultimate losses. We review and adjust our IBNR reserves on a quarterly basis based on information available to us at the balance sheet date.
|
•
|
Incurred Development Method
– The incurred development method is based upon the assumption that the relative change in a given year’s incurred loss estimates from one evaluation point to the next is similar to the relative change in prior years’ reported loss estimates at similar evaluation points. In utilizing this method, actual annual historical incurred loss data is evaluated. Successive years can be arranged to form a triangle of data. Loss development factors (LDFs) are calculated to measure the change in cumulative incurred costs from one evaluation point to the next. These historical LDFs and comparable industry benchmark factors form the basis for selecting the LDFs used in projecting the current valuation of losses to an ultimate basis. This method’s implicit assumption is that the relative adequacy of case reserves has been consistent over time, and that there have been no material changes in the rate at which claims have been reported. The paid development method is similar to the incurred development method. While the incurred development method has the disadvantage of not recognizing the information provided by current case reserves, it has the advantage of avoiding potential distortions in the data due to changes in case reserving methodology. The incurred development method’s implicit assumption is that the rate of payment of claims has been relatively consistent over time.
|
•
|
Expected Loss Cost Method
– In the expected loss cost method, ultimate loss projections are based upon some prior measure of the anticipated losses, usually relative to some measure of exposure (i.e., earned house years). An expected loss cost is applied to the measure of exposure to determine estimated ultimate losses for each year. Actual losses are not considered in this calculation. This method has the advantage of stability over time, because the ultimate loss estimates do not change unless the exposures or loss costs change. However, this advantage of stability is offset by a lack of responsiveness, since this method does not consider actual loss experience as it emerges. This method is based on the assumption that the loss cost per unit of exposure is a good indication of ultimate losses. It can be entirely dependent on pricing assumptions (i.e., historical experience adjusted for loss trend).
|
•
|
Bornhuetter-Ferguson Method
– The incurred Bornhuetter-Ferguson (B-F) method is essentially a blend of two other methods. The first method is the loss development method whereby actual incurred losses are multiplied by an expected LDF. For slow reporting coverages, the loss development method can lead to erratic and unreliable projections because a relatively small swing in early reportings can result in a large swing in ultimate projections. The second method is the expected loss method whereby the IBNR estimate equals the difference between a predetermined estimate of expected losses and actual incurred losses. The incurred B-F method combines these two methods by setting ultimate losses equal to actual incurred losses plus expected unreported losses. As an experience year matures and expected unreported losses become smaller, the initial expected loss assumption becomes gradually less important. Two parameters are needed to apply the B-F method: the initial expected loss cost and the expected reporting pattern (LDFs). This method is often used for long-tail lines and in situations where the incurred loss experience is relatively immature or lacks sufficient credibility for the application of other methods. The paid B-F method is analogous to the incurred B-F method using paid losses and development patterns in place of incurred losses and patterns.
|
•
|
Paid-to-Paid Development Method
- In addition to the aforementioned methods, we also rely upon the paid-to-paid development method to project ultimate allocated loss adjustment expense (ALAE). Triangles of paid ALAE to paid loss ratios are compiled and LDFs are selected to project an ultimate paid-to-paid ratio. The ultimate paid-to-paid ratio is multiplied by the selected ultimate losses to calculate estimated ultimate ALAE. This puts the ALAE in context, and generally results in more stability in the ALAE projections.
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||
|
Estimated Fair Value
|
|
Percent of Total
|
|
Estimated Fair Value
|
|
Percent of Total
|
||||||
U.S. government and agency securities
|
$
|
134,434
|
|
|
30.4
|
%
|
|
$
|
97,480
|
|
|
29.8
|
%
|
Foreign governments
|
3,354
|
|
|
0.8
|
%
|
|
3,227
|
|
|
1.0
|
%
|
||
States, municipalities and political subdivisions
|
91,911
|
|
|
20.7
|
%
|
|
45,777
|
|
|
14.0
|
%
|
||
Public utilities
|
9,222
|
|
|
2.1
|
%
|
|
9,133
|
|
|
2.8
|
%
|
||
Corporate securities
|
112,616
|
|
|
25.4
|
%
|
|
117,407
|
|
|
36.0
|
%
|
||
Redeemable preferred stocks
|
1,093
|
|
|
0.2
|
%
|
|
—
|
|
|
—
|
%
|
||
Total fixed maturities
|
352,630
|
|
|
79.6
|
%
|
|
273,024
|
|
|
83.6
|
%
|
||
Public utilities
|
1,433
|
|
|
0.3
|
%
|
|
807
|
|
|
0.2
|
%
|
||
Common stocks
|
23,048
|
|
|
5.2
|
%
|
|
14,546
|
|
|
4.5
|
%
|
||
Nonredeemable preferred stocks
|
1,506
|
|
|
0.3
|
%
|
|
249
|
|
|
0.1
|
%
|
||
Total equity securities
|
25,987
|
|
|
5.8
|
%
|
|
15,602
|
|
|
4.8
|
%
|
||
Other long-term investments
|
3,010
|
|
|
0.7
|
%
|
|
3,034
|
|
|
0.9
|
%
|
||
Total investments
|
$
|
381,627
|
|
|
86.1
|
%
|
|
$
|
291,660
|
|
|
89.3
|
%
|
Cash and cash equivalents
|
$
|
61,391
|
|
|
13.9
|
%
|
|
$
|
34,888
|
|
|
10.7
|
%
|
Total cash, cash equivalents and investments
|
$
|
443,018
|
|
|
100.0
|
%
|
|
$
|
326,548
|
|
|
100.0
|
%
|
Direct and Assumed Written Premium By State
|
|
2014 GWP
|
|
2013 GWP
|
|
YOY Growth
|
||||||
Florida
|
|
$
|
304,604
|
|
|
$
|
283,460
|
|
|
$
|
21,144
|
|
South Carolina
|
|
32,001
|
|
|
24,666
|
|
|
7,335
|
|
|||
Massachusetts
|
|
30,716
|
|
|
16,156
|
|
|
14,560
|
|
|||
Rhode Island
|
|
17,951
|
|
|
11,381
|
|
|
6,570
|
|
|||
North Carolina
|
|
14,782
|
|
|
3,386
|
|
|
11,396
|
|
|||
Texas
|
|
13,008
|
|
|
150
|
|
|
12,858
|
|
|||
New Jersey
|
|
4,681
|
|
|
565
|
|
|
4,116
|
|
|||
Louisiana
|
|
26
|
|
|
—
|
|
|
26
|
|
|||
Total direct written premium
|
|
$
|
417,769
|
|
|
$
|
339,764
|
|
|
$
|
78,005
|
|
Assumed premium
(1)
|
|
18,984
|
|
|
41,588
|
|
|
(22,604
|
)
|
|||
Total gross written premium
|
|
$
|
436,753
|
|
|
$
|
381,352
|
|
|
$
|
55,401
|
|
New and Renewal Policies By State
|
|
2014 Policies*
|
|
2013 Policies*
|
|
YOY Growth
|
|||
Florida
|
|
168,668
|
|
|
155,410
|
|
|
13,258
|
|
South Carolina
|
|
20,273
|
|
|
15,795
|
|
|
4,478
|
|
Massachusetts
|
|
20,924
|
|
|
11,145
|
|
|
9,779
|
|
Rhode Island
|
|
14,809
|
|
|
10,405
|
|
|
4,404
|
|
North Carolina
|
|
12,119
|
|
|
2,694
|
|
|
9,425
|
|
New Jersey
|
|
4,083
|
|
|
443
|
|
|
3,640
|
|
Texas
|
|
9,855
|
|
|
104
|
|
|
9,751
|
|
Louisiana
|
|
10
|
|
|
—
|
|
|
10
|
|
Total
|
|
250,741
|
|
|
195,996
|
|
|
54,745
|
|
|
Year Ended December 31,
|
||||||||||
2014
|
|
2013
|
|
Change
|
|||||||
Net Loss and LAE
|
$
|
118,077
|
|
|
$
|
98,830
|
|
|
$
|
19,247
|
|
% of Gross earned premiums
|
29.5
|
%
|
|
31.2
|
%
|
|
-1.7 pts
|
|
|||
% of Net earned premiums
|
44.6
|
%
|
|
50.0
|
%
|
|
-5.4 pts
|
|
|||
Less:
|
|
|
|
|
|
||||||
Current year catastrophe losses
|
$
|
829
|
|
|
$
|
3,602
|
|
|
$
|
(2,773
|
)
|
Prior year reserve development
|
(4,037
|
)
|
|
4,078
|
|
|
(8,115
|
)
|
|||
Underlying loss and LAE*
|
$
|
121,285
|
|
|
$
|
91,150
|
|
|
$
|
30,135
|
|
% of Gross earned premiums
|
30.3
|
%
|
|
28.8
|
%
|
|
1.5 pts
|
|
|||
% of Net earned premiums
|
45.8
|
%
|
|
46.1
|
%
|
|
-0.3 pts
|
|
|||
|
|
|
|
|
|
||||||
Policy acquisition costs
|
$
|
65,657
|
|
|
$
|
50,623
|
|
|
$
|
15,034
|
|
Operating and underwriting
|
11,746
|
|
|
9,222
|
|
|
2,524
|
|
|||
General and administrative
|
20,007
|
|
|
14,552
|
|
|
5,455
|
|
|||
Total Operating Expenses
|
$
|
97,410
|
|
|
$
|
74,397
|
|
|
$
|
23,013
|
|
% of Gross earned premiums
|
24.3
|
%
|
|
23.5
|
%
|
|
0.8 pts
|
|
|||
% of Net earned premiums
|
36.8
|
%
|
|
37.7
|
%
|
|
-0.9 pts
|
|
|||
|
|
|
|
|
|
||||||
Combined Ratio - as % of gross earned premiums
|
53.8
|
%
|
|
54.7
|
%
|
|
-0.9 pts
|
|
|||
Underlying Combined Ratio - as % of gross earned premiums
|
54.6
|
%
|
|
52.3
|
%
|
|
2.3 pts
|
|
|||
|
|
|
|
|
|
||||||
Combined Ratio - as % of net earned premiums
|
81.4
|
%
|
|
87.7
|
%
|
|
-6.3 pts
|
|
|||
Underlying Combined Ratio - as % of net earned premiums
|
82.6
|
%
|
|
83.8
|
%
|
|
-1.2 pts
|
|
*
|
Underlying Loss and LAE is a non-GAAP measure and is reconciled above to Net Loss and LAE, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this document is in the "
Definitions of Non-GAAP Measures
" section of this document.
|
|
Historical Reserve Development
|
||||||||||||||||||||||
($ in thousands, except ratios)
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||
Reserve development (unfavorable)
|
$
|
2,976
|
|
|
$
|
(1,006
|
)
|
|
$
|
4,158
|
|
|
$
|
(670
|
)
|
|
$
|
(4,078
|
)
|
|
$
|
4,037
|
|
Development as a % of earnings before interest and taxes
|
47.4
|
%
|
|
71.0
|
%
|
|
32.3
|
%
|
|
4.3
|
%
|
|
11.7
|
%
|
|
6.2
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated net loss ratio (LR)
|
52.1
|
%
|
|
63.6
|
%
|
|
43.1
|
%
|
|
47.9
|
%
|
|
50.0
|
%
|
|
44.6
|
%
|
||||||
Reserve (favorable) unfavorable development on LR
|
(3.8
|
)%
|
|
1.5
|
%
|
|
(3.9
|
)%
|
|
0.6
|
%
|
|
2.1
|
%
|
|
(1.5
|
)%
|
||||||
Current year catastrophe losses on LR
|
0.2
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.0
|
%
|
|
1.8
|
%
|
|
0.3
|
%
|
||||||
Underlying net loss ratio*
|
55.7
|
%
|
|
62.1
|
%
|
|
47.0
|
%
|
|
44.3
|
%
|
|
46.1
|
%
|
|
45.8
|
%
|
*
|
Underlying Net Loss Ratio is a non-GAAP measure and is reconciled above to the Consolidated Net Loss Ratio, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this document is in the "
Definitions of Non-GAAP Measures
" section of this document.
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
Expected
|
|
|
|||||||||||||
|
|
|
|
Case
|
|
|
|
Expected
|
|
Ultimate Gross
|
|
Ultimate
|
|
Premium
|
|||||||||||||
Accident
|
|
Paid
|
|
Loss & LAE
|
|
IBNR
|
|
Ultimate
|
|
Loss & LAE
|
|
Loss & LAE
|
|
per
|
|||||||||||||
Year
|
|
Loss & LAE
|
|
Reserves
|
|
Reserves
|
|
Loss & LAE
|
|
Ratio
|
|
per Exposure
(1)
|
|
Exposure
(2)
|
|||||||||||||
2006
|
|
$
|
29,551
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,551
|
|
|
22.0
|
%
|
|
$
|
392
|
|
|
$
|
1,781
|
|
2007
|
|
26,353
|
|
|
161
|
|
|
33
|
|
|
26,547
|
|
|
18.5
|
%
|
|
400
|
|
|
2,160
|
|
||||||
2008
|
|
26,720
|
|
|
—
|
|
|
—
|
|
|
26,720
|
|
|
20.7
|
%
|
|
376
|
|
|
1,820
|
|
||||||
2009
|
|
42,827
|
|
|
205
|
|
|
35
|
|
|
43,067
|
|
|
29.9
|
%
|
|
472
|
|
|
1,577
|
|
||||||
2010
|
|
40,644
|
|
|
841
|
|
|
165
|
|
|
41,650
|
|
|
28.5
|
%
|
|
476
|
|
|
1,670
|
|
||||||
2011
|
|
44,463
|
|
|
1,031
|
|
|
468
|
|
|
45,962
|
|
|
26.9
|
%
|
|
482
|
|
|
1,793
|
|
||||||
2012
|
|
52,611
|
|
|
1,763
|
|
|
1,297
|
|
|
55,671
|
|
|
25.8
|
%
|
|
478
|
|
|
1,851
|
|
||||||
2013
|
|
79,773
|
|
|
3,735
|
|
|
4,447
|
|
|
87,955
|
|
|
28.9
|
%
|
|
516
|
|
|
1,786
|
|
||||||
2014
|
|
84,910
|
|
|
21,466
|
|
|
16,365
|
|
|
122,741
|
|
|
31.8
|
%
|
|
563
|
|
|
1,770
|
|
|
Case
|
|
|
|
|
||||||
|
Loss & LAE
|
|
IBNR
|
|
Total
|
||||||
|
Reserves
|
|
Reserves
|
|
Reserves
|
||||||
Loss reserves from table above
|
$
|
29,202
|
|
|
$
|
22,810
|
|
|
$
|
52,012
|
|
Catastrophe reserves
|
288
|
|
|
144
|
|
|
432
|
|
|||
Flood reserves and other reserve adjustments
|
236
|
|
|
1,756
|
|
|
1,992
|
|
|||
Total case and IBNR reserves
|
$
|
29,726
|
|
|
$
|
24,710
|
|
|
$
|
54,436
|
|
Direct and Assumed Written Premium By State
|
|
2013 GWP
|
|
2012 GWP
|
|
YOY Growth
|
||||||
Florida
|
|
$
|
283,460
|
|
|
$
|
228,284
|
|
|
$
|
55,176
|
|
South Carolina
|
|
24,666
|
|
|
16,678
|
|
|
7,988
|
|
|||
Massachusetts
|
|
16,156
|
|
|
6,334
|
|
|
9,822
|
|
|||
Rhode Island
|
|
11,381
|
|
|
3,617
|
|
|
7,764
|
|
|||
North Carolina
|
|
3,386
|
|
|
—
|
|
|
3,386
|
|
|||
New Jersey
|
|
565
|
|
|
—
|
|
|
|
||||
Texas
|
|
150
|
|
|
—
|
|
|
150
|
|
|||
Total direct written premium
|
|
$
|
339,764
|
|
|
$
|
254,913
|
|
|
$
|
84,286
|
|
Assumed premium
(1)
|
|
41,588
|
|
|
(4
|
)
|
|
41,592
|
|
|||
Total gross written premium
|
|
$
|
381,352
|
|
|
$
|
254,909
|
|
|
$
|
125,878
|
|
New and Renewal Policies By State
|
|
2013 Policies*
|
|
2012 Policies*
|
|
YOY Growth
|
|||
Florida
|
|
155,410
|
|
|
122,332
|
|
|
33,078
|
|
South Carolina
|
|
15,795
|
|
|
11,038
|
|
|
4,757
|
|
Massachusetts
|
|
11,145
|
|
|
4,444
|
|
|
6,701
|
|
Rhode Island
|
|
10,405
|
|
|
3,381
|
|
|
7,024
|
|
North Carolina
|
|
2,694
|
|
|
—
|
|
|
2,694
|
|
New Jersey
|
|
443
|
|
|
—
|
|
|
443
|
|
Texas
|
|
104
|
|
|
—
|
|
|
104
|
|
Total
|
|
195,996
|
|
|
141,195
|
|
|
54,801
|
|
|
Year Ended December 31,
|
||||||||||
2013
|
|
2012
|
|
Change
|
|||||||
Net Loss and LAE
|
$
|
98,830
|
|
|
$
|
58,409
|
|
|
$
|
40,421
|
|
% of Gross earned premiums
|
31.2
|
%
|
|
25.8
|
%
|
|
5.4 pts
|
|
|||
% of Net earned premiums
|
50.0
|
%
|
|
47.9
|
%
|
|
2.1 pts
|
|
|||
Less:
|
|
|
|
|
|
||||||
Current year catastrophe losses
|
$
|
3,602
|
|
|
$
|
3,666
|
|
|
$
|
(64
|
)
|
Prior year reserve development
|
4,078
|
|
|
670
|
|
|
3,408
|
|
|||
Underlying loss and LAE*
|
$
|
91,150
|
|
|
$
|
54,073
|
|
|
$
|
37,077
|
|
% of Gross earned premiums
|
28.8
|
%
|
|
23.9
|
%
|
|
4.9 pts
|
|
|||
% of Net earned premiums
|
46.1
|
%
|
|
44.3
|
%
|
|
1.8 pts
|
|
|||
|
|
|
|
|
|
||||||
Policy acquisition costs
|
$
|
50,623
|
|
|
$
|
36,877
|
|
|
$
|
13,746
|
|
Operating and underwriting
|
9,222
|
|
|
8,630
|
|
|
592
|
|
|||
General and administrative
|
14,552
|
|
|
11,734
|
|
|
2,818
|
|
|||
Total Operating Expenses
|
$
|
74,397
|
|
|
$
|
57,241
|
|
|
$
|
17,156
|
|
% of Gross earned premiums
|
23.5
|
%
|
|
25.3
|
%
|
|
-1.8 pts
|
|
|||
% of Net earned premiums
|
37.7
|
%
|
|
46.9
|
%
|
|
-9.2 pts
|
|
|||
|
|
|
|
|
|
||||||
Combined Ratio - as % of gross earned premiums
|
54.7
|
%
|
|
51.1
|
%
|
|
3.6 pts
|
|
|||
Underlying Combined Ratio - as % of gross earned premiums
|
52.3
|
%
|
|
49.2
|
%
|
|
3.1 pts
|
|
|||
|
|
|
|
|
|
||||||
Combined Ratio - as % of net earned premiums
|
87.7
|
%
|
|
94.8
|
%
|
|
-7.1 pts
|
|
|||
Underlying Combined Ratio - as % of net earned premiums
|
83.8
|
%
|
|
91.2
|
%
|
|
-7.4 pts
|
|
|
|
Payment Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
4-5 Years
|
|
More than 5 Years
|
||||||||||
Leases
|
(1)
|
$
|
2,848
|
|
|
$
|
1,372
|
|
|
$
|
1,005
|
|
|
$
|
471
|
|
|
$
|
—
|
|
Service agreements
|
|
15,735
|
|
|
5,934
|
|
|
7,534
|
|
|
2,267
|
|
|
—
|
|
|||||
Long-term debt
|
(2)
|
15,774
|
|
|
3,422
|
|
|
2,353
|
|
|
2,353
|
|
|
7,646
|
|
|||||
Employment agreements
|
(3)
|
1,629
|
|
|
960
|
|
|
669
|
|
|
—
|
|
|
—
|
|
|||||
Unpaid loss and loss adjustment expenses
|
(4)
|
56,631
|
|
|
34,975
|
|
|
16,457
|
|
|
3,897
|
|
|
1,302
|
|
|||||
Total
|
|
$
|
92,617
|
|
|
$
|
46,663
|
|
|
$
|
28,018
|
|
|
$
|
8,988
|
|
|
$
|
8,948
|
|
(1)
|
Represents operating and capital leases for our insurance subsidiaries.
|
(2)
|
Represents principal payments over the life of the debt, see
Note 10
in our Notes to Consolidated Financial Statements for additional information regarding our long-term debt. The total long-term debt amount shown in the table above also includes the outstanding debt of FSH at December 31, 2014.
|
(3)
|
Represents base salary for the unfulfilled portion of the original employment agreements with certain executive officers.
|
(4)
|
As of
December 31, 2014
, United Property and Casualty Insurance Company had unpaid loss and loss adjustment expenses (LAE) of
$54,436,000
and Family Security Insurance Company had unpaid loss and LAE reserves of $2,195,000. The specific amounts and timing of obligations related to known and unknown reserves and related LAE reserves are not set contractually, and the amounts and timing of these obligations are unknown. Nonetheless, based upon our cumulative claims paid over the last 15 years, we estimate that the loss and LAE reserves will be paid in the periods shown above. While we believe that historical performance of loss payment patterns is a reasonable source for projecting future claims payments, there is inherent uncertainty in this estimated projected settlement of loss and LAE reserves, and as a result these estimates will differ, perhaps significantly, from actual future payments.
|
|
|
|
|
|
|
Percentage
|
|||||
|
|
|
|
|
|
Increase
|
|||||
|
|
|
|
Change in
|
|
(Decrease) in
|
|||||
|
|
Estimated
|
|
Estimated
|
|
Estimated
|
|||||
Hypothetical Change in Interest Rates
|
|
Fair Value
|
|
Fair Value
|
|
Fair Value
|
|||||
300 basis point increase
|
|
$
|
312,032
|
|
|
$
|
(40,598
|
)
|
|
(11.5
|
)%
|
200 basis point increase
|
|
$
|
325,574
|
|
|
$
|
(27,056
|
)
|
|
(7.7
|
)%
|
100 basis point increase
|
|
$
|
339,106
|
|
|
$
|
(13,524
|
)
|
|
(3.8
|
)%
|
Fair value
|
|
$
|
352,630
|
|
|
$
|
—
|
|
|
—
|
%
|
100 basis point decrease
|
|
$
|
365,747
|
|
|
$
|
13,117
|
|
|
3.7
|
%
|
200 basis point decrease
|
|
$
|
376,593
|
|
|
$
|
23,963
|
|
|
6.8
|
%
|
300 basis point decrease
|
|
$
|
381,854
|
|
|
$
|
29,224
|
|
|
8.3
|
%
|
|
|
|
|
% of Total
|
|
|
|
% of Total
|
||||||
|
|
Amortized
|
|
Amortized
|
|
Estimated
|
|
Estimated
|
||||||
Comparable Rating
|
|
Cost
|
|
Cost
|
|
Fair Value
|
|
Fair Value
|
||||||
AAA
|
|
$
|
18,814
|
|
|
5.4
|
%
|
|
$
|
19,433
|
|
|
5.5
|
%
|
AA+, AA, AA-
|
|
213,816
|
|
|
61.1
|
|
|
214,900
|
|
|
60.9
|
|
||
A+, A, A-
|
|
60,917
|
|
|
17.4
|
|
|
61,412
|
|
|
17.5
|
|
||
BBB+, BBB, BBB-
|
|
54,416
|
|
|
15.5
|
|
|
54,673
|
|
|
15.5
|
|
||
Not rated
|
|
2,100
|
|
|
0.6
|
|
|
2,212
|
|
|
0.6
|
|
||
Total
|
|
$
|
350,063
|
|
|
100.0
|
%
|
|
$
|
352,630
|
|
|
100.0
|
%
|
|
|
|
|
% of Total
|
|||
|
|
Estimated
|
|
Estimated
|
|||
Stocks by Sector
|
|
Fair Value
|
|
Fair Value
|
|||
Consumer, non-cyclical
|
|
$
|
6,690
|
|
|
25.7
|
%
|
Industrial
|
|
4,518
|
|
|
17.4
|
|
|
Energy
|
|
4,259
|
|
|
16.4
|
|
|
Financial
|
|
2,957
|
|
|
11.4
|
|
|
Consumer, cyclical
|
|
2,625
|
|
|
10.1
|
|
|
Technology
|
|
2,044
|
|
|
7.9
|
|
|
Utility
|
|
1,646
|
|
|
6.3
|
|
|
Basic materials
|
|
685
|
|
|
2.6
|
|
|
Communications
|
|
563
|
|
|
2.2
|
|
|
Total
|
|
$
|
25,987
|
|
|
100.0
|
%
|
|
/s/ McGladrey LLP
|
|
Omaha, Nebraska
|
February 25, 2015
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
|
||||
Investments available for sale, at fair value:
|
|
|
|
|
||||
Fixed maturities (amortized cost of $350,063 and $274,651, respectively)
|
|
$
|
352,630
|
|
|
$
|
273,024
|
|
Equity securities (adjusted cost of $22,278 and $13,825, respectively)
|
|
25,987
|
|
|
15,602
|
|
||
Other investments (amortized cost of $2,749 and $3,034, respectively)
|
|
3,010
|
|
|
3,034
|
|
||
Total investments
|
|
381,627
|
|
|
291,660
|
|
||
Cash and cash equivalents
|
|
61,391
|
|
|
34,888
|
|
||
Accrued investment income
|
|
2,239
|
|
|
1,752
|
|
||
Property and equipment, net
|
|
8,022
|
|
|
2,408
|
|
||
Premiums receivable, net
|
|
31,369
|
|
|
26,076
|
|
||
Reinsurance recoverable on paid and unpaid losses
|
|
2,068
|
|
|
2,426
|
|
||
Prepaid reinsurance premiums
|
|
63,827
|
|
|
55,268
|
|
||
Deferred policy acquisition costs
|
|
31,925
|
|
|
25,186
|
|
||
Other assets
|
|
1,701
|
|
|
1,566
|
|
||
Total assets
|
|
$
|
584,169
|
|
|
$
|
441,230
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Unpaid losses and loss adjustment expenses
|
|
$
|
54,436
|
|
|
$
|
47,451
|
|
Unearned premiums
|
|
229,486
|
|
|
193,428
|
|
||
Reinsurance payable
|
|
45,254
|
|
|
39,483
|
|
||
Other liabilities
|
|
37,701
|
|
|
38,575
|
|
||
Notes payable
|
|
13,529
|
|
|
14,706
|
|
||
Total liabilities
|
|
380,406
|
|
|
333,643
|
|
||
Commitments and contingencies (
Note 13
)
|
|
|
|
|
|
|
||
Stockholders' Equity:
|
|
|
|
|
||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.0001 par value; 50,000,000 shares authorized; 21,116,497 and 16,421,398 issued; 20,904,414 and 16,209,315 outstanding, respectively
|
|
2
|
|
|
2
|
|
||
Additional paid-in capital
|
|
82,380
|
|
|
27,800
|
|
||
Treasury shares, at cost; 212,083 shares
|
|
(431
|
)
|
|
(431
|
)
|
||
Accumulated other comprehensive income
|
|
4,011
|
|
|
92
|
|
||
Retained earnings
|
|
117,801
|
|
|
80,124
|
|
||
Total Stockholders' Equity
|
|
203,763
|
|
|
107,587
|
|
||
Total Liabilities and Stockholders' Equity
|
|
$
|
584,169
|
|
|
$
|
441,230
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
REVENUE:
|
|
|
|
|
|
|
||||||
Gross premiums written
|
|
$
|
436,753
|
|
|
$
|
381,352
|
|
|
$
|
254,909
|
|
Increase in gross unearned premiums
|
|
(36,058
|
)
|
|
(64,644
|
)
|
|
(28,655
|
)
|
|||
Gross premiums earned
|
|
400,695
|
|
|
316,708
|
|
|
226,254
|
|
|||
Ceded premiums earned
|
|
(135,845
|
)
|
|
(119,330
|
)
|
|
(104,286
|
)
|
|||
Net premiums earned
|
|
264,850
|
|
|
197,378
|
|
|
121,968
|
|
|||
Investment income
|
|
6,795
|
|
|
3,871
|
|
|
3,083
|
|
|||
Net realized gains (losses)
|
|
(20
|
)
|
|
(129
|
)
|
|
2,160
|
|
|||
Other revenue
|
|
8,605
|
|
|
6,960
|
|
|
4,023
|
|
|||
Total revenue
|
|
280,230
|
|
|
208,080
|
|
|
131,234
|
|
|||
EXPENSES:
|
|
|
|
|
|
|
||||||
Losses and loss adjustment expenses
|
|
118,077
|
|
|
98,830
|
|
|
58,409
|
|
|||
Policy acquisition costs
|
|
65,657
|
|
|
50,623
|
|
|
36,877
|
|
|||
Operating expenses
|
|
11,746
|
|
|
9,222
|
|
|
8,630
|
|
|||
General and administrative expenses
|
|
20,007
|
|
|
14,552
|
|
|
11,734
|
|
|||
Interest expense
|
|
410
|
|
|
367
|
|
|
355
|
|
|||
Total expenses
|
|
215,897
|
|
|
173,594
|
|
|
116,005
|
|
|||
Income before other income
|
|
64,333
|
|
|
34,486
|
|
|
15,229
|
|
|||
Other income
|
|
77
|
|
|
1
|
|
|
485
|
|
|||
Income before income taxes
|
|
64,410
|
|
|
34,487
|
|
|
15,714
|
|
|||
Provision for income taxes
|
|
23,397
|
|
|
14,145
|
|
|
6,009
|
|
|||
Net income
|
|
$
|
41,013
|
|
|
$
|
20,342
|
|
|
$
|
9,705
|
|
OTHER COMPREHENSIVE INCOME:
|
|
|
|
|
|
|
||||||
Change in net unrealized gain (loss) on investments
|
|
6,367
|
|
|
(4,233
|
)
|
|
2,602
|
|
|||
Reclassification adjustment for net realized investment (gains) losses
|
|
20
|
|
|
129
|
|
|
(2,160
|
)
|
|||
Income tax benefit (expense) related to items of other comprehensive income
|
|
(2,468
|
)
|
|
1,583
|
|
|
(170
|
)
|
|||
Total comprehensive income
|
|
$
|
44,932
|
|
|
$
|
17,821
|
|
|
$
|
9,977
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
19,933,652
|
|
|
16,100,882
|
|
|
10,607,751
|
|
|||
Diluted
|
|
20,045,907
|
|
|
16,183,098
|
|
|
10,655,524
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings per share
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.06
|
|
|
$
|
1.26
|
|
|
$
|
0.91
|
|
Diluted
|
|
2.05
|
|
|
1.26
|
|
|
0.91
|
|
|||
|
|
|
|
|
|
|
||||||
Dividends declared per share
|
|
$
|
0.16
|
|
|
$
|
0.12
|
|
|
$
|
0.08
|
|
|
|
|
|
|
|
Additional Paid-in Capital
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income (loss)
|
|
Retained Earnings
|
|
Total Stockholders' Equity
|
|||||||||||||
|
|
Common Stock
|
|
|
|
|
|
||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
December 31, 2011
|
|
10,361,849
|
|
|
$
|
1
|
|
|
$
|
75
|
|
|
$
|
(431
|
)
|
|
$
|
2,341
|
|
|
$
|
53,003
|
|
|
$
|
54,989
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,705
|
|
|
9,705
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
272
|
|
|
—
|
|
|
272
|
|
||||||
Restricted stock award
|
|
86,990
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
||||||
Issuance of common stock, net of costs
|
|
5,000,000
|
|
|
1
|
|
|
23,946
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,947
|
|
||||||
Cash dividends on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(982
|
)
|
|
(982
|
)
|
||||||
December 31, 2012
|
|
15,448,839
|
|
|
2
|
|
|
24,076
|
|
|
(431
|
)
|
|
2,613
|
|
|
61,726
|
|
|
87,986
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,342
|
|
|
20,342
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,521
|
)
|
|
—
|
|
|
(2,521
|
)
|
||||||
Restricted stock award
|
|
10,476
|
|
|
—
|
|
|
133
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133
|
|
||||||
Issuance of common stock, net of costs
|
|
750,000
|
|
|
—
|
|
|
3,591
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,591
|
|
||||||
Cash dividends on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,944
|
)
|
|
(1,944
|
)
|
||||||
December 31, 2013
|
|
16,209,315
|
|
|
2
|
|
|
27,800
|
|
|
(431
|
)
|
|
92
|
|
|
80,124
|
|
|
107,587
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,013
|
|
|
41,013
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,919
|
|
|
—
|
|
|
3,919
|
|
||||||
Restricted stock award
|
|
95,099
|
|
|
—
|
|
|
539
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
539
|
|
||||||
Issuance of common stock, net of costs
|
|
4,600,000
|
|
|
—
|
|
|
54,041
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,041
|
|
||||||
Cash dividends on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,336
|
)
|
|
(3,336
|
)
|
||||||
December 31, 2014
|
|
20,904,414
|
|
|
$
|
2
|
|
|
$
|
82,380
|
|
|
$
|
(431
|
)
|
|
$
|
4,011
|
|
|
$
|
117,801
|
|
|
$
|
203,763
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
41,013
|
|
|
$
|
20,342
|
|
|
$
|
9,705
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
801
|
|
|
697
|
|
|
684
|
|
|||
Bond amortization and accretion
|
|
1,522
|
|
|
1,323
|
|
|
576
|
|
|||
Net realized (gains) losses
|
|
20
|
|
|
129
|
|
|
(2,160
|
)
|
|||
Provision for uncollectible premiums
|
|
73
|
|
|
59
|
|
|
37
|
|
|||
Deferred income taxes, net
|
|
(1,181
|
)
|
|
1,150
|
|
|
(661
|
)
|
|||
Stock based compensation
|
|
649
|
|
|
133
|
|
|
55
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accrued investment income
|
|
(487
|
)
|
|
(992
|
)
|
|
226
|
|
|||
Premiums receivable
|
|
(5,366
|
)
|
|
(8,981
|
)
|
|
(5,986
|
)
|
|||
Reinsurance recoverable on paid and unpaid losses
|
|
358
|
|
|
(154
|
)
|
|
2,186
|
|
|||
Prepaid reinsurance premiums
|
|
(8,559
|
)
|
|
(5,352
|
)
|
|
(8,948
|
)
|
|||
Deferred policy acquisition costs, net
|
|
(6,739
|
)
|
|
(8,208
|
)
|
|
(4,654
|
)
|
|||
Other assets
|
|
(1,493
|
)
|
|
28
|
|
|
2,238
|
|
|||
Unpaid losses and loss adjustment expenses
|
|
6,985
|
|
|
11,759
|
|
|
2,092
|
|
|||
Unearned premiums
|
|
36,058
|
|
|
64,644
|
|
|
28,655
|
|
|||
Reinsurance payable
|
|
5,771
|
|
|
13,420
|
|
|
9,492
|
|
|||
Other liabilities
|
|
(507
|
)
|
|
19,769
|
|
|
1,978
|
|
|||
Net cash provided by operating activities
|
|
68,918
|
|
|
109,766
|
|
|
35,515
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Proceeds from sales and maturities of investments available for sale
|
|
219,893
|
|
|
102,227
|
|
|
52,640
|
|
|||
Purchases of investments available for sale
|
|
(305,013
|
)
|
|
(246,514
|
)
|
|
(79,285
|
)
|
|||
Cost of property, equipment and capitalized software acquired
|
|
(6,346
|
)
|
|
(1,867
|
)
|
|
(452
|
)
|
|||
Net cash used in investing activities
|
|
(91,466
|
)
|
|
(146,154
|
)
|
|
(27,097
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Tax withholding payment related to net settlement of equity awards
|
|
(110
|
)
|
|
—
|
|
|
—
|
|
|||
Repayments of borrowings
|
|
(1,177
|
)
|
|
(1,176
|
)
|
|
(1,177
|
)
|
|||
Dividends
|
|
(3,336
|
)
|
|
(1,944
|
)
|
|
(982
|
)
|
|||
Bank overdrafts
|
|
(367
|
)
|
|
(400
|
)
|
|
(640
|
)
|
|||
Proceeds from issuance of common stock, net of costs
|
|
54,041
|
|
|
3,591
|
|
|
23,947
|
|
|||
Net cash provided by financing activities
|
|
49,051
|
|
|
71
|
|
|
21,148
|
|
|||
Increase (decrease) in cash
|
|
26,503
|
|
|
(36,317
|
)
|
|
29,566
|
|
|||
Cash and cash equivalents at beginning of period
|
|
34,888
|
|
|
71,205
|
|
|
41,639
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
61,391
|
|
|
$
|
34,888
|
|
|
$
|
71,205
|
|
Supplemental Cash Flows Information
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
389
|
|
|
$
|
341
|
|
|
$
|
311
|
|
Income taxes paid
|
|
$
|
27,901
|
|
|
$
|
9,867
|
|
|
$
|
6,753
|
|
(a)
|
Cash and Cash Equivalents
|
(b)
|
Investments
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
•
|
a geographic concentration resulting from the fact that, though we now operate in eight states, we still write approximately
74%
of our premium in Florida
|
•
|
a group concentration of credit risk with regard to our reinsurance recoverable, since all of our reinsurers engage in similar activities and have similar economic characteristics that could cause their ability to repay us to be similarly affected by changes in economic or other conditions
|
•
|
a concentration of credit risk with regard to our cash, because we choose to deposit all our cash at two financial institutions
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
Cost or Adjusted/Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency securities
|
$
|
134,601
|
|
|
$
|
423
|
|
|
$
|
590
|
|
|
$
|
134,434
|
|
Foreign governments
|
3,275
|
|
|
79
|
|
|
—
|
|
|
3,354
|
|
||||
States, municipalities and political subdivisions
|
90,262
|
|
|
1,866
|
|
|
217
|
|
|
91,911
|
|
||||
Public utilities
|
9,044
|
|
|
217
|
|
|
39
|
|
|
9,222
|
|
||||
Corporate securities
|
111,787
|
|
|
1,409
|
|
|
580
|
|
|
112,616
|
|
||||
Redeemable preferred stocks
|
1,094
|
|
|
9
|
|
|
10
|
|
|
1,093
|
|
||||
Total fixed maturities
|
350,063
|
|
|
4,003
|
|
|
1,436
|
|
|
352,630
|
|
||||
Public utilities
|
1,222
|
|
|
211
|
|
|
—
|
|
|
1,433
|
|
||||
Other common stocks
|
19,560
|
|
|
3,738
|
|
|
250
|
|
|
23,048
|
|
||||
Nonredeemable preferred stocks
|
1,496
|
|
|
17
|
|
|
7
|
|
|
1,506
|
|
||||
Total equity securities
|
22,278
|
|
|
3,966
|
|
|
257
|
|
|
25,987
|
|
||||
Other investments
|
2,749
|
|
|
261
|
|
|
—
|
|
|
3,010
|
|
||||
Total investments
|
$
|
375,090
|
|
|
$
|
8,230
|
|
|
$
|
1,693
|
|
|
$
|
381,627
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency securities
|
$
|
98,621
|
|
|
$
|
28
|
|
|
$
|
1,169
|
|
|
$
|
97,480
|
|
Foreign government
|
3,287
|
|
|
—
|
|
|
60
|
|
|
3,227
|
|
||||
States, municipalities and political subdivisions
|
45,556
|
|
|
654
|
|
|
433
|
|
|
45,777
|
|
||||
Public utilities
|
9,103
|
|
|
122
|
|
|
92
|
|
|
9,133
|
|
||||
Corporate securities
|
118,084
|
|
|
792
|
|
|
1,469
|
|
|
117,407
|
|
||||
Total fixed maturities
|
274,651
|
|
|
1,596
|
|
|
3,223
|
|
|
273,024
|
|
||||
Public utilities
|
804
|
|
|
23
|
|
|
20
|
|
|
807
|
|
||||
Other common stocks
|
12,749
|
|
|
1,894
|
|
|
97
|
|
|
14,546
|
|
||||
Nonredeemable preferred stocks
|
272
|
|
|
—
|
|
|
23
|
|
|
249
|
|
||||
Total equity securities
|
13,825
|
|
|
1,917
|
|
|
140
|
|
|
15,602
|
|
||||
Other investments
|
3,034
|
|
|
—
|
|
|
—
|
|
|
3,034
|
|
||||
Total investments
|
$
|
291,510
|
|
|
$
|
3,513
|
|
|
$
|
3,363
|
|
|
$
|
291,660
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
|
Gains
(Losses)
|
|
Fair Value at Sale
|
|
Gains
(Losses)
|
|
Fair Value at Sale
|
|
Gains
(Losses)
|
|
Fair Value at Sale
|
||||||||||||
Fixed maturities
|
$
|
92
|
|
|
$
|
5,598
|
|
|
$
|
103
|
|
|
$
|
23,187
|
|
|
$
|
2,043
|
|
|
$
|
28,999
|
|
Equity securities
|
298
|
|
|
111,325
|
|
|
31
|
|
|
155
|
|
|
279
|
|
|
1,907
|
|
||||||
Total realized gains
|
390
|
|
|
116,923
|
|
|
134
|
|
|
23,342
|
|
|
2,322
|
|
|
30,906
|
|
||||||
Fixed maturities
|
(228
|
)
|
|
11,389
|
|
|
(261
|
)
|
|
43,751
|
|
|
(141
|
)
|
|
9,243
|
|
||||||
Equity securities
|
(182
|
)
|
|
1,529
|
|
|
(2
|
)
|
|
28
|
|
|
(21
|
)
|
|
391
|
|
||||||
Total realized losses
|
(410
|
)
|
|
12,918
|
|
|
(263
|
)
|
|
43,779
|
|
|
(162
|
)
|
|
9,634
|
|
||||||
Net realized investment gains (losses)
|
$
|
(20
|
)
|
|
$
|
129,841
|
|
|
$
|
(129
|
)
|
|
$
|
67,121
|
|
|
$
|
2,160
|
|
|
$
|
40,540
|
|
|
December 31, 2014
|
||||||||||||
|
Cost or Amortized Cost
|
|
Percent of Total
|
|
Fair Value
|
|
Percent of Total
|
||||||
Due in one year or less
|
$
|
33,363
|
|
|
9.5
|
%
|
|
$
|
33,377
|
|
|
9.5
|
%
|
Due after one year through five years
|
166,606
|
|
|
47.6
|
%
|
|
166,768
|
|
|
47.3
|
%
|
||
Due after five years through ten years
|
111,842
|
|
|
31.9
|
%
|
|
112,970
|
|
|
32.0
|
%
|
||
Due after ten years
|
38,252
|
|
|
10.9
|
%
|
|
39,515
|
|
|
11.2
|
%
|
||
Total
|
$
|
350,063
|
|
|
100.0
|
%
|
|
$
|
352,630
|
|
|
100.0
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Fixed maturities
|
$
|
5,866
|
|
|
$
|
3,512
|
|
|
$
|
2,902
|
|
Equity securities
|
734
|
|
|
280
|
|
|
138
|
|
|||
Cash and cash equivalents
|
9
|
|
|
31
|
|
|
35
|
|
|||
Other investments
|
166
|
|
|
48
|
|
|
8
|
|
|||
Other assets
|
20
|
|
|
—
|
|
|
—
|
|
|||
Investment income
|
$
|
6,795
|
|
|
$
|
3,871
|
|
|
$
|
3,083
|
|
Investment expenses
|
(312
|
)
|
|
(206
|
)
|
|
(142
|
)
|
|||
Net investment income
|
$
|
6,483
|
|
|
$
|
3,665
|
|
|
$
|
2,941
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
Less Than Twelve Months
|
|
Twelve Months or More
|
||||||||||||||||||
|
Number of Securities*
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Number of Securities*
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government and agency securities
|
32
|
|
|
$
|
285
|
|
|
$
|
36,081
|
|
|
20
|
|
|
$
|
305
|
|
|
$
|
16,947
|
|
States, municipalities and political subdivisions
|
24
|
|
|
100
|
|
|
22,272
|
|
|
11
|
|
|
117
|
|
|
14,310
|
|
||||
Public utilities
|
1
|
|
|
1
|
|
|
1,274
|
|
|
1
|
|
|
38
|
|
|
1,014
|
|
||||
Corporate securities
|
23
|
|
|
271
|
|
|
23,738
|
|
|
16
|
|
|
309
|
|
|
20,215
|
|
||||
Redeemable preferred stocks
|
4
|
|
|
10
|
|
|
408
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total fixed maturities
|
84
|
|
|
667
|
|
|
83,773
|
|
|
48
|
|
|
769
|
|
|
52,486
|
|
||||
Other common stocks
|
54
|
|
|
247
|
|
|
3,992
|
|
|
1
|
|
|
3
|
|
|
31
|
|
||||
Nonredeemable preferred stocks
|
4
|
|
|
7
|
|
|
378
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total equity securities
|
58
|
|
|
254
|
|
|
4,370
|
|
|
1
|
|
|
3
|
|
|
31
|
|
||||
Total
|
142
|
|
|
$
|
921
|
|
|
$
|
88,143
|
|
|
49
|
|
|
$
|
772
|
|
|
$
|
52,517
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government and agency securities
|
47
|
|
|
$
|
850
|
|
|
$
|
64,369
|
|
|
7
|
|
|
$
|
319
|
|
|
$
|
5,913
|
|
Foreign governments
|
4
|
|
|
60
|
|
|
3,227
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
States, municipalities and political subdivisions
|
23
|
|
|
433
|
|
|
27,106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Public utilities
|
4
|
|
|
92
|
|
|
3,830
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Corporate securities
|
49
|
|
|
1,469
|
|
|
60,348
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Redeemable preferred stocks
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total fixed maturities
|
127
|
|
|
2,904
|
|
|
158,880
|
|
|
7
|
|
|
319
|
|
|
5,913
|
|
||||
Public utilities
|
5
|
|
|
20
|
|
|
357
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other common stocks
|
15
|
|
|
97
|
|
|
1,626
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Nonredeemable preferred stocks
|
1
|
|
|
6
|
|
|
125
|
|
|
1
|
|
|
17
|
|
|
125
|
|
||||
Total equity securities
|
21
|
|
|
123
|
|
|
2,108
|
|
|
1
|
|
|
17
|
|
|
125
|
|
||||
Total
|
148
|
|
|
$
|
3,027
|
|
|
$
|
160,988
|
|
|
8
|
|
|
$
|
336
|
|
|
$
|
6,038
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
December 31, 2014
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
U.S. government and agency securities
|
$
|
134,434
|
|
|
$
|
—
|
|
|
$
|
134,434
|
|
|
$
|
—
|
|
Foreign governments
|
3,354
|
|
|
—
|
|
|
3,354
|
|
|
—
|
|
||||
States, municipalities and political subdivisions
|
91,911
|
|
|
—
|
|
|
91,911
|
|
|
—
|
|
||||
Public utilities
|
9,222
|
|
|
—
|
|
|
9,222
|
|
|
—
|
|
||||
Corporate securities
|
112,616
|
|
|
—
|
|
|
112,616
|
|
|
—
|
|
||||
Redeemable preferred stocks
|
1,093
|
|
|
1,093
|
|
|
—
|
|
|
—
|
|
||||
Total fixed maturities
|
352,630
|
|
|
1,093
|
|
|
351,537
|
|
|
—
|
|
||||
Public utilities
|
1,433
|
|
|
1,433
|
|
|
—
|
|
|
—
|
|
||||
Other common stocks
|
23,048
|
|
|
23,048
|
|
|
—
|
|
|
—
|
|
||||
Nonredeemable preferred stocks
|
1,506
|
|
|
1,506
|
|
|
—
|
|
|
—
|
|
||||
Total equity securities
|
25,987
|
|
|
25,987
|
|
|
—
|
|
|
—
|
|
||||
Other investments
|
3,010
|
|
|
300
|
|
|
739
|
|
|
1,971
|
|
||||
Total investments
|
$
|
381,627
|
|
|
$
|
27,380
|
|
|
$
|
352,276
|
|
|
$
|
1,971
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency securities
|
$
|
97,480
|
|
|
$
|
—
|
|
|
$
|
97,480
|
|
|
$
|
—
|
|
Foreign governments
|
3,227
|
|
|
—
|
|
|
3,227
|
|
|
—
|
|
||||
States, municipalities and political subdivisions
|
45,777
|
|
|
—
|
|
|
45,777
|
|
|
—
|
|
||||
Public utilities
|
9,133
|
|
|
—
|
|
|
9,133
|
|
|
—
|
|
||||
Corporate securities
|
117,407
|
|
|
—
|
|
|
117,407
|
|
|
—
|
|
||||
Total fixed maturities
|
273,024
|
|
|
—
|
|
|
273,024
|
|
|
—
|
|
||||
Public utilities
|
807
|
|
|
807
|
|
|
—
|
|
|
—
|
|
||||
Other common stocks
|
14,546
|
|
|
14,546
|
|
|
—
|
|
|
—
|
|
||||
Nonredeemable preferred stocks
|
249
|
|
|
249
|
|
|
—
|
|
|
—
|
|
||||
Total equity securities
|
15,602
|
|
|
15,602
|
|
|
—
|
|
|
—
|
|
||||
Other investments
|
3,034
|
|
|
3,034
|
|
|
—
|
|
|
—
|
|
||||
Total investments
|
$
|
291,660
|
|
|
$
|
18,636
|
|
|
$
|
273,024
|
|
|
$
|
—
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
|
Other Investments
|
||
December 31, 2013
|
|
$
|
—
|
|
Transfers in
|
|
1,750
|
|
|
Partnership income
|
|
22
|
|
|
Return of capital
|
|
(62
|
)
|
|
Unrealized gains in accumulated other comprehensive income
|
|
261
|
|
|
December 31, 2014
|
|
$
|
1,971
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
|
Initial Investment
|
|
Book Value
|
|
Unrealized Gain
|
|
Fair Value
|
||||||||
DCR Mortgage Partners VI, L.P.
|
|
$
|
750
|
|
|
$
|
750
|
|
|
$
|
185
|
|
|
$
|
935
|
|
RCH Mortgage Fund VI Investors, LP
|
|
1,000
|
|
|
960
|
|
|
76
|
|
|
1,036
|
|
||||
Kayne Senior Credit Fund II, L.P.
|
|
739
|
|
|
739
|
|
|
—
|
|
|
739
|
|
||||
Total limited partnerships
|
|
$
|
2,489
|
|
|
$
|
2,449
|
|
|
$
|
261
|
|
|
$
|
2,710
|
|
Certificate of deposit
|
|
300
|
|
|
300
|
|
|
—
|
|
|
300
|
|
||||
Total other investments
|
|
$
|
2,789
|
|
|
$
|
2,749
|
|
|
$
|
261
|
|
|
$
|
3,010
|
|
4)
|
ACQUISITIONS
|
|
Year Ended
|
||
|
December 31, 2014
|
||
Revenues
|
$
|
289,842
|
|
|
|
||
Net income
|
$
|
41,244
|
|
|
|
||
Diluted earnings per share
|
$
|
2.01
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
|
Year Ended
December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income attributable to common stockholders
|
|
$
|
41,013
|
|
|
$
|
20,342
|
|
|
$
|
9,705
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding
|
|
19,933,652
|
|
|
16,100,882
|
|
|
10,607,751
|
|
|||
Effect of dilutive securities
|
|
112,255
|
|
|
82,216
|
|
|
47,773
|
|
|||
Weighted-average diluted shares
|
|
20,045,907
|
|
|
16,183,098
|
|
|
10,655,524
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
2.06
|
|
|
$
|
1.26
|
|
|
$
|
0.91
|
|
Diluted earnings per share
|
|
$
|
2.05
|
|
|
$
|
1.26
|
|
|
$
|
0.91
|
|
|
2014
|
|
2013
|
||||
Balance at January 1
|
$
|
25,186
|
|
|
$
|
16,978
|
|
Policy acquisition costs deferred
|
71,853
|
|
|
56,950
|
|
||
Amortization
|
(65,114
|
)
|
|
(48,742
|
)
|
||
Balance at December 31
|
$
|
31,925
|
|
|
$
|
25,186
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
|
Year Ended
December 31,
|
||||
|
|
2014
|
|
2013
|
||
Property
|
|
3,583
|
|
|
—
|
|
Computer hardware and software
|
|
6,001
|
|
|
3,433
|
|
Office furniture and equipment
|
|
1,319
|
|
|
1,124
|
|
Leasehold improvements
|
|
141
|
|
|
141
|
|
Total, at cost
|
|
11,044
|
|
|
4,698
|
|
Less: accumulated depreciation and amortization
|
|
(3,022
|
)
|
|
(2,290
|
)
|
Property and equipment, net
|
|
8,022
|
|
|
2,408
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Excess-of-loss
|
$
|
(125,638
|
)
|
|
$
|
(108,696
|
)
|
|
$
|
(100,549
|
)
|
Equipment & identity theft
|
(4,370
|
)
|
|
(2,608
|
)
|
|
(1,540
|
)
|
|||
Flood
|
(14,396
|
)
|
|
(13,378
|
)
|
|
(11,145
|
)
|
|||
Ceded premiums written
|
$
|
(144,404
|
)
|
|
$
|
(124,682
|
)
|
|
$
|
(113,234
|
)
|
Increase in ceded unearned premiums
|
8,559
|
|
|
5,352
|
|
|
8,948
|
|
|||
Ceded premiums earned
|
$
|
(135,845
|
)
|
|
$
|
(119,330
|
)
|
|
$
|
(104,286
|
)
|
December 31, 2014
|
|
Number of Events
|
|
Incurred Loss and LAE
(6)
|
|
Combined Ratio Impact
|
||||
Current period catastrophe losses incurred
|
|
|
|
|
|
|
||||
Less than $1 million
|
(1)
|
3
|
|
|
$
|
829
|
|
|
0.3
|
%
|
Total
|
|
3
|
|
|
$
|
829
|
|
|
0.3
|
%
|
|
|
|
|
|
|
|
||||
December 31, 2013
|
|
|
|
|
|
|
||||
Current period catastrophe losses incurred
|
|
|
|
|
|
|
||||
$ 1 million to $5 million
|
(2)
|
1
|
|
|
1,839
|
|
|
0.9
|
%
|
|
Less than $1 million
|
(3)
|
2
|
|
|
1,763
|
|
|
0.9
|
%
|
|
Total
|
|
3
|
|
|
$
|
3,602
|
|
|
1.8
|
%
|
|
|
|
|
|
|
|
||||
December 31, 2012
|
|
|
|
|
|
|
||||
Current period catastrophe losses incurred
|
|
|
|
|
|
|
||||
$ 1 million to $5 million
|
(4)
|
2
|
|
|
2,896
|
|
|
2.4
|
%
|
|
Less than $1 million
|
(5)
|
1
|
|
|
770
|
|
|
0.6
|
%
|
|
Total
|
|
3
|
|
|
$
|
3,666
|
|
|
3.0
|
%
|
(1)
|
Reflects losses from the Richland hailstorm, Hurricane Arthur and the Revere Tornado in 2014. Winterstorm Nemo in 2013.
|
(2)
|
Reflects losses from Winterstorm Nemo in 2013.
|
(3)
|
Reflects losses from the Orlando weather event and Tropical Storm Andrea in 2013.
|
(4)
|
Reflects losses from Tropical Storms Debby and Isaac in 2012.
|
(5)
|
Reflects losses from Superstorm Sandy in 2012.
|
(6)
|
Incurred loss and LAE is equal to losses and LAE paid plus the change in case and incurred but not reported reserves.
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Reinsurance recoverable on unpaid losses and LAE
|
$
|
1,252
|
|
|
$
|
1,957
|
|
Reinsurance recoverable on paid losses and LAE
|
816
|
|
|
469
|
|
||
Reinsurance recoverable
|
$
|
2,068
|
|
|
$
|
2,426
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
Year ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Premium written:
|
|
|
|
|
|
||||||
Direct
|
$
|
417,769
|
|
|
$
|
339,765
|
|
|
$
|
254,913
|
|
Assumed
|
18,984
|
|
|
41,587
|
|
|
(4
|
)
|
|||
Ceded
|
(144,404
|
)
|
|
(124,682
|
)
|
|
(113,234
|
)
|
|||
Net premium written
|
$
|
292,349
|
|
|
$
|
256,670
|
|
|
$
|
141,675
|
|
Change in unearned premiums:
|
|
|
|
|
|
||||||
Direct
|
$
|
(38,995
|
)
|
|
$
|
(44,422
|
)
|
|
$
|
(28,743
|
)
|
Assumed
|
2,937
|
|
|
(20,222
|
)
|
|
88
|
|
|||
Ceded
|
8,559
|
|
|
5,352
|
|
|
8,948
|
|
|||
Net increase
|
$
|
(27,499
|
)
|
|
$
|
(59,292
|
)
|
|
$
|
(19,707
|
)
|
Premiums earned:
|
|
|
|
|
|
||||||
Direct
|
$
|
378,774
|
|
|
$
|
295,343
|
|
|
$
|
226,170
|
|
Assumed
|
21,921
|
|
|
21,365
|
|
|
84
|
|
|||
Ceded
|
(135,845
|
)
|
|
(119,330
|
)
|
|
(104,286
|
)
|
|||
Net premiums earned
|
$
|
264,850
|
|
|
$
|
197,378
|
|
|
$
|
121,968
|
|
Losses and LAE incurred:
|
|
|
|
|
|
||||||
Direct
|
$
|
111,820
|
|
|
$
|
92,526
|
|
|
$
|
60,248
|
|
Assumed
|
8,672
|
|
|
9,240
|
|
|
(335
|
)
|
|||
Ceded
|
(2,415
|
)
|
|
(2,936
|
)
|
|
(1,504
|
)
|
|||
Net losses and LAE incurred
|
$
|
118,077
|
|
|
$
|
98,830
|
|
|
$
|
58,409
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Unpaid losses and LAE:
|
|
|
|
|
|
||||||
Direct
|
$
|
49,734
|
|
|
$
|
42,954
|
|
|
$
|
34,503
|
|
Assumed
|
4,702
|
|
|
4,497
|
|
|
1,189
|
|
|||
Gross unpaid losses and LAE
|
54,436
|
|
|
47,451
|
|
|
35,692
|
|
|||
Ceded
|
(1,252
|
)
|
|
(1,957
|
)
|
|
(1,935
|
)
|
|||
Net unpaid losses and LAE
|
$
|
53,184
|
|
|
$
|
45,494
|
|
|
$
|
33,757
|
|
Unearned premiums:
|
|
|
|
|
|
||||||
Direct
|
$
|
212,201
|
|
|
$
|
173,206
|
|
|
$
|
128,785
|
|
Assumed
|
17,285
|
|
|
20,222
|
|
|
—
|
|
|||
Gross unearned premiums
|
229,486
|
|
|
193,428
|
|
|
128,785
|
|
|||
Ceded
|
(63,827
|
)
|
|
(55,268
|
)
|
|
(49,916
|
)
|
|||
Net unearned premiums
|
$
|
165,659
|
|
|
$
|
138,160
|
|
|
$
|
78,869
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at January 1
|
$
|
47,451
|
|
|
$
|
35,692
|
|
|
$
|
33,600
|
|
Less: reinsurance recoverable on unpaid losses
|
1,957
|
|
|
1,935
|
|
|
3,318
|
|
|||
Net balance at January 1
|
$
|
45,494
|
|
|
$
|
33,757
|
|
|
$
|
30,282
|
|
Incurred related to:
|
|
|
|
|
|
||||||
Current year
|
122,114
|
|
|
94,752
|
|
|
57,739
|
|
|||
Prior years
|
(4,037
|
)
|
|
4,078
|
|
|
670
|
|
|||
Total incurred
|
$
|
118,077
|
|
|
$
|
98,830
|
|
|
$
|
58,409
|
|
Paid related to:
|
|
|
|
|
|
||||||
Current year
|
83,967
|
|
|
62,494
|
|
|
37,906
|
|
|||
Prior years
|
26,420
|
|
|
24,599
|
|
|
17,028
|
|
|||
Total paid
|
$
|
110,387
|
|
|
$
|
87,093
|
|
|
$
|
54,934
|
|
|
|
|
|
|
|
||||||
Net balance at December 31
|
$
|
53,184
|
|
|
$
|
45,494
|
|
|
$
|
33,757
|
|
Plus: reinsurance recoverable on unpaid losses
|
1,252
|
|
|
1,957
|
|
|
1,935
|
|
|||
Balance at December 31
|
$
|
54,436
|
|
|
$
|
47,451
|
|
|
$
|
35,692
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
Amount
|
||
2015
|
$
|
1,177
|
|
2016
|
1,176
|
|
|
2017
|
1,177
|
|
|
2018
|
1,176
|
|
|
2019
|
1,177
|
|
|
Thereafter
|
7,646
|
|
|
Total debt
|
$
|
13,529
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
21,633
|
|
|
$
|
11,413
|
|
|
$
|
5,704
|
|
Deferred
|
(996
|
)
|
|
1,026
|
|
|
(526
|
)
|
|||
Provision for Federal income tax expense
|
20,637
|
|
|
12,439
|
|
|
5,178
|
|
|||
|
|
|
|
|
|
||||||
State:
|
|
|
|
|
|
||||||
Current
|
2,945
|
|
|
1,581
|
|
|
966
|
|
|||
Deferred
|
(185
|
)
|
|
125
|
|
|
(135
|
)
|
|||
Provision for State income tax expense
|
2,760
|
|
|
1,706
|
|
|
831
|
|
|||
Provision for income taxes
|
$
|
23,397
|
|
|
$
|
14,145
|
|
|
$
|
6,009
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Expected income tax expense at federal rate
|
$
|
22,545
|
|
|
$
|
12,070
|
|
|
$
|
5,500
|
|
State tax expense, net of federal deduction benefit
|
1,660
|
|
|
1,140
|
|
|
547
|
|
|||
Dividend received deduction
|
(350
|
)
|
|
(47
|
)
|
|
(42
|
)
|
|||
Prior period adjustment
|
—
|
|
|
699
|
|
|
—
|
|
|||
Other, net
|
(458
|
)
|
|
283
|
|
|
4
|
|
|||
Reported income tax expense
|
$
|
23,397
|
|
|
$
|
14,145
|
|
|
$
|
6,009
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
||||
Unearned premiums
|
$
|
13,483
|
|
|
$
|
11,370
|
|
Assessments
|
—
|
|
|
30
|
|
||
Tax-related discount on loss reserve
|
671
|
|
|
682
|
|
||
Bad debt expense
|
13
|
|
|
11
|
|
||
Other-than-temporary impairment
|
56
|
|
|
56
|
|
||
Other
|
651
|
|
|
873
|
|
||
Total deferred tax assets
|
14,874
|
|
|
13,022
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Unrealized gain
|
(2,526
|
)
|
|
(58
|
)
|
||
Deferred acquisitions costs
|
(12,128
|
)
|
|
(11,061
|
)
|
||
Capitalized software
|
(443
|
)
|
|
(294
|
)
|
||
Other
|
(772
|
)
|
|
(1,317
|
)
|
||
Total deferred tax liabilities
|
(15,869
|
)
|
|
(12,730
|
)
|
||
Net deferred tax asset (liability)
|
$
|
(995
|
)
|
|
$
|
292
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
2014
|
|
2013
|
|
2012
|
||||||
Expected recoveries of assessments, January 1
|
$
|
7
|
|
|
$
|
1,646
|
|
|
$
|
10
|
|
Assessments expensed
|
72
|
|
|
31
|
|
|
1,646
|
|
|||
Assessments recovered
|
(2
|
)
|
|
(1,528
|
)
|
|
—
|
|
|||
Assessments not recoverable
|
(77
|
)
|
|
(142
|
)
|
|
(10
|
)
|
|||
Expected recoveries of assessments, December 31
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
1,646
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
•
|
Statutory accounting requires that we exclude certain assets, called non-admitted assets, from the balance sheet.
|
•
|
Statutory accounting requires us to expense policy acquisition costs when incurred, while GAAP allows us to defer to the extent realizable, and amortize policy acquisition costs over the estimated life of the policies.
|
•
|
Statutory accounting requires that surplus notes, also known as surplus debentures, be recorded in statutory surplus, while GAAP requires us to record surplus notes as a liability.
|
•
|
Statutory accounting allows certain investments to be carried at amortized cost or fair value based on the rating received from the Securities Valuation Office of the National Association of Insurance Commissioners, while they are recorded at fair value for GAAP because the investments are held as available for sale.
|
•
|
Statutory accounting allows ceding commission income to be recognized when written if the cost of acquiring and renewing the associated business exceeds the ceding commissions, but under GAAP such income is deferred and recognized over the coverage period.
|
•
|
Statutory accounting requires that unearned premiums and loss reserves are presented net of related reinsurance rather than on a gross basis under GAAP.
|
•
|
Statutory accounting requires a provision for reinsurance liability be established for reinsurance recoverable on paid losses aged over ninety days and for unsecured amounts recoverable from unauthorized reinsurers. Under GAAP there is no charge for uncollateralized amounts ceded to a company not licensed in the insurance affiliate's domiciliary state and a reserve for uncollectable reinsurance is charged through earnings rather than surplus or equity.
|
•
|
Statutory accounting requires an additional admissibility test outlined in Statements on Statutory Accounting Principles, No. 101 and the change in deferred income tax is reported directly in capital and surplus, rather than being reported as a component of income tax expense under GAAP.
|
1.
|
No Action Level - If RBC is greater than 200%, no further action is required.
|
2.
|
Company Action Level - If RBC is between 150% -200%, the insurer must prepare a report to the regulator outlining a comprehensive financial plan that identifies conditions that contributed to the insurer's financial condition and proposes corrective actions.
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
3.
|
Regulatory Action Level - If RBC is between 100% -150%, the state insurance commissioner is required to perform any examinations or analyses to the insurer's business and operations that he or she deems necessary as well as issuing appropriate corrective orders.
|
4.
|
Authorized Control Level - If RBC is between 70% - 100%, this is the first point that the regulator may take control of the insurer even if the insurer is still technically solvent and is in addition to all the remedies available at the higher action levels.
|
5.
|
Mandatory Control Level - If RBC is less than 70%, the regulator is required to take steps to place the insurer under its control regardless of the level of capital and surplus.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Consolidated GAAP net income
|
$
|
41,013
|
|
|
$
|
20,342
|
|
|
$
|
9,705
|
|
Increase (decrease) due to:
|
|
|
|
|
|
||||||
Commissions
|
(12,258
|
)
|
|
2,281
|
|
|
10,438
|
|
|||
Deferred income taxes
|
64
|
|
|
(3,992
|
)
|
|
(4,262
|
)
|
|||
Deferred policy acquisition costs
|
(788
|
)
|
|
(868
|
)
|
|
(688
|
)
|
|||
Allowance for doubtful accounts
|
5
|
|
|
5
|
|
|
(53
|
)
|
|||
Assessments
|
(78
|
)
|
|
(1,567
|
)
|
|
1,636
|
|
|||
Prepaid expenses
|
(136
|
)
|
|
22
|
|
|
131
|
|
|||
Premium deficiency reserve
|
—
|
|
|
—
|
|
|
(302
|
)
|
|||
Operations of non-statutory subsidiaries
|
(14,915
|
)
|
|
(9,023
|
)
|
|
(10,696
|
)
|
|||
Statutory net income of insurance affiliate
|
$
|
12,907
|
|
|
$
|
7,200
|
|
|
$
|
5,909
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Consolidated GAAP stockholders’ equity
|
$
|
203,763
|
|
|
$
|
107,587
|
|
Increase (decrease) due to:
|
|
|
|
||||
Deferred policy acquisition costs
|
(4,069
|
)
|
|
(3,281
|
)
|
||
Deferred income taxes
|
(668
|
)
|
|
(4,861
|
)
|
||
Investments
|
(596
|
)
|
|
1,478
|
|
||
Non-admitted assets
|
(274
|
)
|
|
(247
|
)
|
||
Surplus debentures
|
13,529
|
|
|
14,706
|
|
||
Provision for reinsurance
|
(566
|
)
|
|
(341
|
)
|
||
Equity of non-statutory subsidiaries
|
(85,250
|
)
|
|
(49,531
|
)
|
||
Commissions
|
538
|
|
|
12,796
|
|
||
Assessments
|
—
|
|
|
79
|
|
||
Prepaid expenses
|
(158
|
)
|
|
(23
|
)
|
||
Statutory surplus as regards policyholders of insurance affiliate
|
$
|
126,249
|
|
|
$
|
78,362
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
Amount
|
||
2015
|
$
|
948
|
|
2016
|
113
|
|
|
2017
|
63
|
|
|
2018
|
2
|
|
|
2019
|
1
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
Pre-Tax Amount
|
|
Tax (Expense)Benefit
|
|
Net-of-Tax Amount
|
||||||
December 31, 2011
|
$
|
3,812
|
|
|
$
|
(1,471
|
)
|
|
$
|
2,341
|
|
Changes in net unrealized gain on investments
|
2,602
|
|
|
(1,004
|
)
|
|
1,598
|
|
|||
Reclassification adjustment for realized gains
|
(2,160
|
)
|
|
834
|
|
|
(1,326
|
)
|
|||
December 31, 2012
|
4,254
|
|
|
(1,641
|
)
|
|
2,613
|
|
|||
Changes in net unrealized loss on investments
|
(4,233
|
)
|
|
1,633
|
|
|
(2,600
|
)
|
|||
Reclassification adjustment for realized losses
|
129
|
|
|
(50
|
)
|
|
79
|
|
|||
December 31, 2013
|
150
|
|
|
(58
|
)
|
|
92
|
|
|||
Changes in net unrealized gain on investments
|
6,367
|
|
|
(2,460
|
)
|
|
3,907
|
|
|||
Reclassification adjustment for realized losses
|
20
|
|
|
(8
|
)
|
|
12
|
|
|||
December 31, 2014
|
$
|
6,537
|
|
|
$
|
(2,526
|
)
|
|
$
|
4,011
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||
|
|
Per Share Amount
|
|
Aggregate Amount
|
|
Per Share Amount
|
|
Aggregate Amount
|
|
Per Share Amount
|
|
Aggregate Amount
|
|||||||||||
First Quarter
|
|
$
|
0.04
|
|
|
$
|
832
|
|
|
$
|
0.03
|
|
|
486
|
|
|
$
|
0.05
|
|
|
$
|
518
|
|
Second Quarter
|
|
0.04
|
|
|
834
|
|
|
0.03
|
|
|
486
|
|
|
—
|
|
|
—
|
|
|||||
Third Quarter
|
|
0.04
|
|
|
834
|
|
|
0.03
|
|
|
486
|
|
|
—
|
|
|
—
|
|
|||||
Fourth Quarter
|
|
0.04
|
|
|
836
|
|
|
0.03
|
|
|
486
|
|
|
0.03
|
|
|
464
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
Number of Restricted Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding as of December 31, 2011
|
—
|
|
|
$
|
—
|
|
Granted
|
86,990
|
|
|
5.25
|
|
|
Outstanding as of December 31, 2012
|
86,990
|
|
|
5.25
|
|
|
Granted
|
10,476
|
|
|
7.64
|
|
|
Vested
|
17,398
|
|
|
5.25
|
|
|
Outstanding as of December 31, 2013
|
80,068
|
|
|
5.56
|
|
|
Granted
|
103,156
|
|
|
13.86
|
|
|
Forfeited
|
8,057
|
|
|
7.69
|
|
|
Vested
|
21,784
|
|
|
6.40
|
|
|
Outstanding as of December 31, 2014
|
153,383
|
|
|
$
|
10.91
|
|
UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014
|
|
/s/ McGladrey LLP
|
|
Omaha, Nebraska
|
February 25, 2015
|
|
December 31, 2014
|
||||||||||
|
Cost or Amortized Cost
|
|
Fair Value
|
|
Amount Shown in Consolidated Balance Sheet
|
||||||
Bonds:
|
|
|
|
|
|
||||||
U.S. government, government agencies and authorities
|
$
|
134,601
|
|
|
$
|
134,434
|
|
|
$
|
134,434
|
|
Foreign governments
|
3,275
|
|
|
3,354
|
|
|
3,354
|
|
|||
States, municipalities and political subdivisions
|
90,262
|
|
|
91,911
|
|
|
91,911
|
|
|||
Public utilities
|
9,044
|
|
|
9,222
|
|
|
9,222
|
|
|||
Corporate securities
|
111,787
|
|
|
112,616
|
|
|
112,616
|
|
|||
Redeemable preferred stocks
|
1,094
|
|
|
1,093
|
|
|
1,093
|
|
|||
Total fixed maturities
|
350,063
|
|
|
352,630
|
|
|
352,630
|
|
|||
Common stocks:
|
|
|
|
|
|
||||||
Public utilities
|
1,222
|
|
|
1,433
|
|
|
1,433
|
|
|||
Other common stocks
|
19,560
|
|
|
23,048
|
|
|
23,048
|
|
|||
Nonredeemable preferred stocks
|
1,496
|
|
|
1,506
|
|
|
1,506
|
|
|||
Total equity securities
|
22,278
|
|
|
25,987
|
|
|
25,987
|
|
|||
Other investments
|
2,749
|
|
|
3,010
|
|
|
3,010
|
|
|||
Total investments
|
$
|
375,090
|
|
|
$
|
381,627
|
|
|
$
|
381,627
|
|
Condensed Balance Sheets
|
|||||||
|
|
|
|
||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
4,097
|
|
|
$
|
8
|
|
Investment in subsidiaries
|
201,584
|
|
|
161,057
|
|
||
Property and equipment, net
|
3,583
|
|
|
—
|
|
||
Other assets
|
651
|
|
|
59
|
|
||
Total Assets
|
$
|
209,915
|
|
|
$
|
161,124
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Intercompany payable
|
$
|
6,100
|
|
|
$
|
53,133
|
|
Other liabilities
|
52
|
|
|
404
|
|
||
Total Liabilities
|
6,152
|
|
|
53,537
|
|
||
|
|
|
|
||||
Stockholders' Equity
|
|
|
|
||||
Common stock
|
2
|
|
|
2
|
|
||
Additional paid-in capital
|
82,380
|
|
|
27,800
|
|
||
Treasury stock
|
(431
|
)
|
|
(431
|
)
|
||
Accumulated other comprehensive income
|
4,011
|
|
|
92
|
|
||
Retained earnings
|
117,801
|
|
|
80,124
|
|
||
Total Stockholders' Equity
|
203,763
|
|
|
107,587
|
|
||
Total Liabilities and Stockholders' Equity
|
209,915
|
|
|
161,124
|
|
Condensed Statements of Net Income
|
|||||||||||
|
|
|
|
|
|
||||||
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
|
|
|
|
|
||||||
Net income from subsidiaries (equity method)
|
$
|
40,108
|
|
|
$
|
20,786
|
|
|
$
|
9,827
|
|
Total revenues
|
40,108
|
|
|
20,786
|
|
|
9,827
|
|
|||
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
||||||
Operating and underwriting
|
86
|
|
|
42
|
|
|
88
|
|
|||
General and administrative
|
130
|
|
|
120
|
|
|
108
|
|
|||
Interest expense
|
—
|
|
|
1
|
|
|
—
|
|
|||
Total expenses
|
216
|
|
|
163
|
|
|
196
|
|
|||
Income before other income
|
39,892
|
|
|
20,623
|
|
|
9,631
|
|
|||
Other income
|
61
|
|
|
—
|
|
|
—
|
|
|||
Income before income taxes
|
39,953
|
|
|
20,623
|
|
|
9,631
|
|
|||
Benefit from income taxes
|
(1,060
|
)
|
|
281
|
|
|
(74
|
)
|
|||
Net income
|
$
|
41,013
|
|
|
$
|
20,342
|
|
|
$
|
9,705
|
|
Condensed Statements of Cash Flows
|
|||||||||||
|
|
|
|
|
|
||||||
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
41,013
|
|
|
$
|
20,342
|
|
|
$
|
9,705
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Deferred income taxes, net
|
(44
|
)
|
|
(49
|
)
|
|
(54
|
)
|
|||
Stock based compensation
|
649
|
|
|
133
|
|
|
55
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Other assets
|
(548
|
)
|
|
58
|
|
|
60
|
|
|||
Intercompany payable
|
(47,033
|
)
|
|
(1,687
|
)
|
|
(5,931
|
)
|
|||
Other liabilities
|
(352
|
)
|
|
341
|
|
|
26
|
|
|||
Net cash provided by (used in) operating activities
|
(6,315
|
)
|
|
19,138
|
|
|
3,861
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Additional investment in subsidiaries
|
(36,608
|
)
|
|
(20,785
|
)
|
|
(26,826
|
)
|
|||
Cost of property and equipment acquired
|
(3,583
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(40,191
|
)
|
|
(20,785
|
)
|
|
(26,826
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Tax withholding payment related to net settlement of equity awards
|
(110
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends
|
(3,336
|
)
|
|
(1,944
|
)
|
|
(982
|
)
|
|||
Proceeds from offering
|
54,041
|
|
|
3,591
|
|
|
23,947
|
|
|||
Net cash provided by financing activities
|
50,595
|
|
|
1,647
|
|
|
22,965
|
|
|||
Increase in cash
|
4,089
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents at beginning of period
|
8
|
|
|
8
|
|
|
8
|
|
|||
Cash and cash equivalents at end of period
|
$
|
4,097
|
|
|
$
|
8
|
|
|
$
|
8
|
|
|
Property and Casualty Insurance
|
|||||||||||||||
|
Direct Premium Written
|
|
Premiums Ceded to Other Companies
|
|
Premiums Assumed from Other Companies
|
|
Net Premiums Written
|
|
Percentage of Premiums Assumed to Net
|
|||||||
Years Ended December 31,
|
|
|
|
|
|
|
|
|
|
|||||||
2014
|
$
|
417,769
|
|
|
144,404
|
|
|
18,984
|
|
|
$
|
292,349
|
|
|
6.5
|
%
|
2013
|
339,765
|
|
|
124,682
|
|
|
41,587
|
|
|
256,670
|
|
|
16.2
|
%
|
||
2012
|
254,913
|
|
|
113,234
|
|
|
(4
|
)
|
|
141,675
|
|
|
—
|
%
|
|
Uncollectible Premium Liability
|
||||||||||||
|
Balance at Beginning of Period
|
|
Charged to Costs and Expenses
|
|
Deductions
|
|
Balance at End of Period
|
||||||
Years Ended December 31,
|
|
|
|
|
|
|
|
||||||
2014
|
$
|
29
|
|
|
42
|
|
|
(37
|
)
|
|
$
|
34
|
|
2013
|
24
|
|
|
21
|
|
|
(16
|
)
|
|
29
|
|
||
2012
|
77
|
|
|
16
|
|
|
(69
|
)
|
|
24
|
|
|
|
|
Exhibit
|
|
Description
|
2.1
|
|
Agreement and Plan of Merger, dated as of December 12, 2014, by and among Family Security Holdings, LLC and United Insurance Holdings Corp.
|
|
|
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation (as amended to include the Certificate of Designations, Powers, Preferences and Rights of Series A Junior Participating Preferred Stock of United Insurance Holdings Corp.) (filed as exhibit 3.1 to the Form 10-Q filed on August 8, 2012, and incorporated herein by reference).
|
|
|
|
3.2
|
|
Bylaws (included as exhibit 3.3 to the Form S-1 (Registration No. 333-143466), filed June 4, 2007, and incorporated herein by reference).
|
|
|
|
4.1
|
|
Specimen Common Stock Certificate (included as exhibit 4.2 to Amendment No. 1 to Post-Effective Amendment No. 1 on Form S-3 (Registration No. 333-150327), filed on December 23, 2008, and incorporated herein by reference).
|
|
|
|
4.2
|
|
Registration Rights Agreement, dated October 4, 2007, by and among FMG Acquisition Corp. and the investors named therein (included as exhibit 10.4 to the Form 8K, filed October 12, 2007, and incorporated herein by reference).
|
|
|
|
4.3
|
|
Rights Agreement, dated as of July 20, 2012, between United Insurance Holdings Corp and Continental Stock Transfer & Trust Company, which includes as Exhibit A thereto a summary of the terms of the Series A Junior Participating Preferred Stock, as Exhibit B thereto the Form of Right Certificate, and as Exhibit C thereto the Summary of Rights to Purchase Preferred Shares (included as Exhibit 4.1 to the Form 8-A filed July 23, 2012, and incorporated herein by reference.).
|
|
|
|
10.1
|
|
Investment Management Agreement between United Property & Casualty Insurance Company and Synovus Trust Company, dated October 8, 2003 (included as exhibit 10.18 to the Form S-4/A (Registration No. 333-150327), filed June 13, 2008, and incorporated herein by reference).
|
|
|
|
10.2
|
|
Insurance Capital Build-up Incentive Program Surplus Note between United Property & Casualty Insurance Company and the State Board of Administration of Florida dated September 22, 2006 (included as exhibit 10.31 to the Form S-4/A (Registration No. 333-150327), filed June 13, 2008, and incorporated herein by reference).
|
|
|
|
10.3
|
|
Master Business Process Outsourcing Services Agreement between United Insurance Management, LLC and Computer Sciences Corporation, dated March 11, 2008 (included as exhibit 10.24 to the Form S-4/A (Registration No. 333-150327), filed June 13, 2008, and incorporated herein by reference).
|
|
|
|
10.4
|
|
Addendum Number One to Insurance Capital Build-Up Incentive Program Surplus Note, dated November 7, 2008 and effective July 1, 2008, between the State Board of Administration of Florida and United Property & Casualty Insurance Company (included as exhibit 10.1 to the Form 8-K, filed November 12, 2008, and incorporated herein by reference).
|
|
|
|
10.5
|
|
Federal Income Tax Allocation Agreement between United Insurance Holdings Corp., United Insurance Management, L.C., Skyway Claims Services, LLC, United Property & Casualty Insurance Company, and UPC Re dated July 1, 2012 (filed as exhibit 10.11 to the Form 10-Q filed on August 8, 2012, and incorporated herein by reference).
|
|
|
|
10.6
|
|
Florida Hurricane Catastrophe Fund Reimbursement Contract between United Property & Casualty Insurance Company and the State Board of Administration of Florida and including Addenda 1, effective June 1, 2014 (included as exhibit 10.1 to the Form 8-K filed on June 5, 2014, and incorporated herein by reference).
|
|
|
|
10.7
|
|
Property Catastrophe Excess of Loss Reinsurance Agreement between United Property & Casualty Insurance Company and Various Reinsurance Companies, effective June 1, 2014.
|
|
|
|
10.8
|
|
Property Catastrophe Second Event Catastrophe Excess of Loss Reinsurance Agreement between United Property & Casualty Insurance Company and Various Reinsurance Companies, effective June 1, 2014.
|
|
|
|
10.9
|
|
Property Per Risk Excess of Loss Reinsurance Agreement between United Property & Casualty Insurance Company and General Reinsurance Corporation, effective January 1, 2015.
|
|
|
|
10.10
|
|
Property Per Risk Excess of Loss Reinsurance Agreement between United Property & Casualty Insurance Company and Swiss Reinsurance America Corporation, effective January 1, 2015.
|
|
|
|
Exhibit
|
|
Description
|
10.11
|
|
Assumption Agreement between Sunshine State Insurance Company and United Property & Casualty Insurance Company, effective July 1, 2010 (included as exhibit 10.7 to the Form 10-Q, filed August 9, 2010, and incorporated herein by reference).
|
|
|
|
10.12 (a)
|
|
Continuing Employment and Senior Advisor Agreement between United Insurance Holdings Corp. and Don Cronin effective November 1, 2011 (included as exhibit 10.19 to the Form 10-K, filed March 13, 2012, and incorporated herein by reference).
|
|
|
|
10.13 (a)
|
|
Employment Agreement between United Insurance Holdings Corp. and John Forney, dated June 8, 2012 (included as Exhibit 10.1 to the Form 8-K, filed June 12, 2012, and incorporated herein by reference).
|
|
|
|
10.14 (a)
|
|
First Amendment to Employment Agreement between United Insurance Holdings Corp. and John Forney, dated June 12, 2012 (included as Exhibit 10.2 to the Form 8-K filed on June 12, 2012, and incorporated herein by reference).
|
|
|
|
10.15 (a)
|
|
Restricted Stock Award Agreement, dated September 14, 2012, by and between United Insurance Holdings Corp. and John Forney (included as Exhibit 10.1 to the Form 8-K, filed September 14, 2012, and incorporated herein by reference).
|
|
|
|
10.16
|
|
Form of Indemnification Agreement between United Insurance Holdings Corp. and its Directors (included as Exhibit 10.1 to the Form 8-K, filed October 10, 2012, and incorporated herein by reference).
|
|
|
|
10.17 (a)
|
|
Employment Agreement, dated November 5, 2012, between United Insurance Management, L.C. and John Langowski (filed as Exhibit 10.1 to the Form 8-KA filed on November 8, 2012, and incorporated herein by reference).
|
|
|
|
10.18 (a)
|
|
Employment Agreement between United Insurance Holdings Corp. and B. Bradford Martz, dated October 31, 2012 and effective October 1, 2012 (filed as Exhibit 10.1 to the Form 8-KA filed on November 6, 2012, and incorporated herein by reference).
|
|
|
|
10.19
|
|
Assumption Agreement between Citizens and United Property Casualty Insurance Company, effective November 20, 2012 (filed as Exhibit 10.1 to the Form 10-Q, filed May 8, 2013, and incorporated herein by reference).
|
|
|
|
10.20 (a)
|
|
Employment Agreement, dated July 8, 2013, between United Insurance Holdings Corp. and Jay Williams (included as Exhibit 10.1 to the Form 8-K filed on July 12, 2013, and incorporated herein by reference).
|
|
|
|
10.21 (a)
|
|
Employment Agreement, dated July 10, 2013 between United Insurance Holdings Corp. and Deepak Menon (included as Exhibit 10.1 to the Form 8-K filed on July 11, 2013, and incorporated herein by reference).
|
|
|
|
10.22 (a)
|
|
Employment Agreement, dated August 26, 2013 between United Insurance Holdings Corp. and Andrew Swenson (included as Exhibit 10.1 to the Form 8-K filed on August 26, 2013, and incorporated herein by reference).
|
|
|
|
10.23 (a)
|
|
Form of Restricted Stock Award under the United Insurance Holdings Corp. 2013 Omnibus Incentive Plan (included as Exhibit 10.1 to the Form 8-K, filed September 30, 2013, and incorporated herein by reference).
|
|
|
|
10.24 (a)
|
|
Employment Agreement, dated February 5, 2014 between United Insurance Holdings Corp. and Kimberly Salmon (included as Exhibit 10.1 to the Form 8-K filed on February 6, 2014, and incorporated herein by reference).
|
|
|
|
10.25 (a)
|
|
United Insurance Holdings Corp. 2013 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy statement for its 2013 Annual Meeting, filed on April 16, 2013).
|
|
|
|
10.26 (a)
|
|
Restricted Stock Award Agreement, dated March 21, 2014, by and between United Insurance Holdings Corp. and Kimberly Salmon (included as exhibit 10.2 to the Form 10-Q filed on May 1, 2014, and incorporated herein by reference).
|
|
|
|
10.27 (a)
|
|
Form of Restricted Stock Award Agreement (for Non-Employee Members of the Board of Directors) under the United Insurance Holdings Corp. 2013 Omnibus Incentive Plan (included as exhibit 10.1 to the Form 8-K filed on September 25, 2014, and incorporated herein by reference).
|
|
|
|
10.28 (a)
|
|
Form of Restricted Stock Award (for Employees) under the United Insurance Holdings Corp. 2013 Omnibus Incentive Plan (included as exhibit 10.2 to the Form 8-K filed on September 25, 2014, and incorporated herein by reference).
|
|
|
|
Exhibit
|
|
Description
|
10.29 (a)
|
|
Form of Restricted Stock Award Agreement (for Chairman of the Board) under the United Insurance Holdings Corp. 2013 Omnibus Incentive Plan (included as exhibit 10.3 to the Form 8-K filed on September 25, 2014, and incorporated herein by reference).
|
|
|
|
10.30 (a)
|
|
Non-Executive Chairman Agreement, dated September 19, 2014, between United Insurance Holdings Corp. and Gregory C. Branch (included as exhibit 10.4 to the Form 8-K filed on September 25, 2014, and incorporated herein by reference).
|
|
|
|
10.31
|
|
Purchase and Sale Agreement, dated September 5, 2014, between AAA Auto Club South, Inc. and United Insurance Holdings Corp. (included as exhibit 10.1 to the Form 8-K filed on September 11, 2014, and incorporated herein by reference).
|
|
|
|
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
14.1
|
|
Code of Conduct and Ethics (included as exhibit 14 to the Form S-1 (Registration No. 333-143466), filed June 4, 2007, and incorporated herein by reference).
|
|
|
|
21.1
|
|
Subsidiaries of United Insurance Holdings Corp.
|
|
|
|
23.1
|
|
Consent of McGladrey LLP.
|
|
|
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
|
|
|
|
32.1
|
|
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
|
|
|
|
32.2
|
|
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
UNITED INSURANCE HOLDINGS CORP.
|
|
|
|
|
Date:
|
February 25, 2015
|
By:
|
/s/ John L. Forney
|
|
|
Name:
|
John L. Forney
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
(principal executive officer and duly authorized officer)
|
|
|
|
/s/ John L. Forney
John L. Forney
|
President, Chief Executive Officer and Director
(principal executive officer)
|
February 25, 2015
|
|
|
|
/s/ B. Bradford Martz
B. Bradford Martz
|
Chief Financial Officer
(principal financial and accounting officer)
|
February 25, 2015
|
|
|
|
/s/ Gregory C. Branch
Gregory C. Branch
|
Chairman of the Board
|
February 25, 2015
|
|
|
|
/s/ Kern M. Davis, M.D.
Kern M. Davis, M.D.
|
Director
|
February 25, 2015
|
|
|
|
/s/ William H. Hood, III
William H. Hood, III
|
Director
|
February 25, 2015
|
|
|
|
/s/ Alec L. Poitevint, II
Alec L. Poitevint, II
|
Director
|
February 25, 2015
|
|
|
|
/s/ Kent G. Whittemore
Kent G. Whittemore
|
Director
|
February 25, 2015
|
|
|
|
/s/
Sherrill W. Hudson
Sherrill W. Hudson
|
Director
|
February 25, 2015
|
ARTICLE I
|
|
DEFINITIONS
|
|
|
|
|
|
|
|
ARTICLE II
|
|
THE MERGER
|
|
|
Section 2.01
|
|
The Merger
|
|
|
Section 2.02
|
|
Closing
|
|
|
Section 2.03
|
|
Closing Deliverables
|
|
|
Section 2.04
|
|
Effective Time
|
|
|
Section 2.05
|
|
Effects of the Merger
|
|
|
Section 2.06
|
|
Certificate of Formation; Limited Liability Company Agreement
|
|
|
Section 2.07
|
|
Managers and Officers
|
|
|
Section 2.08
|
|
Effect of the Merger on FSH Units
|
|
|
Section 2.09
|
|
Withholding Rights
|
|
|
Section 2.10
|
|
Contingent Consideration
|
|
|
Section 2.11
|
|
Consideration Spreadsheet
|
|
|
|
|
|
|
|
ARTICLE III
|
|
REPRESENTATIONS AND WARRANTIES OF FSH
|
|
|
Section 3.01
|
|
Organization and Qualification of the Companies
|
|
|
Section 3.02
|
|
Authority; Board Approval
|
|
|
Section 3.03
|
|
No Conflicts; Consents
|
|
|
Section 3.04
|
|
Capitalization
|
|
|
Section 3.05
|
|
Subsidiaries
|
|
|
Section 3.06
|
|
Financial Statements
|
|
|
Section 3.07
|
|
Statutory Statements
|
|
|
Section 3.08
|
|
Undisclosed Liabilities
|
|
|
Section 3.09
|
|
Absence of Certain Changes, Events and Conditions
|
|
|
Section 3.10
|
|
Material Contracts
|
|
|
Section 3.11
|
|
Title to Assets; Real Property
|
|
|
Section 3.12
|
|
Condition And Sufficiency of Assets
|
|
|
Section 3.13
|
|
Intellectual Property
|
|
|
Section 3.14
|
|
Accounts Receivable
|
|
|
Section 3.15
|
|
Insurance and Reinsurance Matters
|
|
|
Section 3.16
|
|
Agents and Suppliers
|
|
|
Section 3.17
|
|
Insurance
|
|
|
Section 3.18
|
|
Legal Proceedings; Governmental Orders
|
|
|
Section 3.19
|
|
Compliance With Laws; Permits
|
|
|
Section 3.20
|
|
Environmental Matters
|
|
|
Section 3.21
|
|
Employee Benefit Matters
|
|
|
Section 3.22
|
|
Employment Matters
|
|
|
Section 3.23
|
|
Taxes
|
|
|
Section 3.24
|
|
Books and Records
|
|
|
Section 3.25
|
|
Guaranties
|
|
|
Section 3.26
|
|
Bank and Credit Card Accounts
|
|
|
Section 3.27
|
|
Related Party Transactions
|
|
|
Section 3.28
|
|
Brokers
|
|
|
|
|
|
|
|
ARTICLE IV
|
|
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
|
|
|
Section 4.01
|
|
Organization and Authority of Parent and Merger Sub
|
|
|
Section 4.02
|
|
No Conflicts; Consents
|
|
|
Section 4.03
|
|
No Prior Merger Sub Operations
|
|
|
Section 4.04
|
|
Brokers
|
|
|
Section 4.05
|
|
Legal Proceedings
|
|
|
|
|
|
|
|
ARTICLE V
|
|
COVENANTS
|
|
|
Section 5.01
|
|
Conduct of Business Prior to the Closing
|
|
|
Section 5.02
|
|
Access to Information
|
|
|
Section 5.03
|
|
No Solicitation of Other Bids
|
|
|
Section 5.04
|
|
FSH Member Consent
|
|
|
Section 5.05
|
|
Notice of Certain Events
|
|
|
Section 5.06
|
|
Resignations
|
|
|
Section 5.07
|
|
Governmental Approvals and Consents
|
|
|
Section 5.08
|
|
Closing Conditions
|
|
|
Section 5.09
|
|
Public Announcements
|
|
|
Section 5.10
|
|
Further Assurances
|
|
|
Section 5.11
|
|
Distribution Prior to Closing
|
|
|
Section 5.12
|
|
Transfers of FSH Units Prior to Closing
|
|
|
Section 5.13
|
|
Employee Matters
|
|
|
Section 5.14
|
|
Transition Services
|
|
|
Section 5.15
|
|
Lock-Up of Parent Common Stock
|
|
|
|
|
|
|
|
ARTICLE VI
|
|
TAX MATTERS
|
|
|
Section 6.01
|
|
Tax Covenants
|
|
|
Section 6.02
|
|
Termination of Existing Tax Sharing Agreements
|
|
|
Section 6.03
|
|
Tax Indemnification
|
|
|
Section 6.04
|
|
Tax Returns
|
|
|
Section 6.05
|
|
Straddle Period
|
|
|
Section 6.06
|
|
Contests
|
|
|
Section 6.07
|
|
Cooperation and Exchange of Information
|
|
|
Section 6.08
|
|
Tax Treatment of Indemnification Payments
|
|
|
Section 6.09
|
|
Payments to Parent
|
|
|
Section 6.10
|
|
FIRPTA Statements
|
|
|
Section 6.11
|
|
Survival
|
|
|
Section 6.12
|
|
Overlap
|
|
|
|
|
|
|
|
ARTICLE VII
|
|
CONDITIONS TO CLOSING
|
|
|
Section 7.01
|
|
Conditions to Obligations of All Parties
|
|
|
Section 7.02
|
|
Conditions to Obligations of Parent and Merger Sub
|
|
|
Section 7.03
|
|
Conditions to Obligations of FSH
|
|
|
|
|
|
|
|
ARTICLE VIII
|
|
INDEMNIFICATION
|
|
|
Section 8.01
|
|
Survival
|
|
Section 8.02
|
|
Indemnification By FSH Members
|
|
|
Section 8.03
|
|
Indemnification By Parent
|
|
|
Section 8.04
|
|
Certain Limitations
|
|
|
Section 8.05
|
|
Indemnification Procedures
|
|
|
Section 8.06
|
|
Escrow Fund
|
|
|
Section 8.07
|
|
Tax Treatment of Indemnification Payments
|
|
|
Section 8.08
|
|
Effect of Investigation
|
|
|
Section 8.09
|
|
Exclusive Remedies
|
|
|
|
|
|
|
|
ARTICLE IX
|
|
TERMINATION
|
|
|
Section 9.01
|
|
Termination
|
|
|
Section 9.02
|
|
Effect of Termination
|
|
|
|
|
|
|
|
ARTICLE X
|
|
MISCELLANEOUS
|
|
|
Section 10.01
|
|
Member Representative
|
|
|
Section 10.02
|
|
Expenses
|
|
|
Section 10.03
|
|
Notices
|
|
|
Section 10.04
|
|
Interpretation
|
|
|
Section 10.05
|
|
Headings
|
|
|
Section 10.06
|
|
Severability
|
|
|
Section 10.07
|
|
Entire Agreement
|
|
|
Section 10.08
|
|
Successors and Assigns
|
|
|
Section 10.09
|
|
No Third-party Beneficiaries
|
|
|
Section 10.10
|
|
Amendment and Modification; Waiver
|
|
|
Section 10.11
|
|
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial
|
|
|
Section 10.12
|
|
Specific Performance
|
|
|
Section 10.13
|
|
Counterparts
|
|
(A)
|
if the Independent Accountant resolves all of the remaining objections in favor of Parent (the amount of Contingent Consideration so determined is referred to herein as the “
Low Value
”), Member Representative (on behalf of the FSH Members) shall be responsible for payment of all of the fees and expenses of the Independent Accountant on behalf of the FSH Members;
|
(B)
|
if the Independent Accountant resolves all of the remaining objections in favor of Member Representative (the amount of Contingent Consideration so determined is referred to herein as the “
High Value
”), Parent shall be responsible for all of the fees and expenses of the Independent Accountant; and
|
(C)
|
if the Independent Accountant resolves some of the remaining objections in favor of Parent and some objections in favor of Member Representative (the amount of Contingent Consideration so determined is referred to herein as the “
Actual Value
”), Member
|
If to FSH:
|
Family Security Holdings, LLC
3601 N. I-10 Service Rd. West
Metairie, LA 70002
Facsimile: 504-324-2065
E-mail: mgray@grayinsco.com
Attention: Michael T. Gray, Chairman
|
with a copy to:
|
Fishman Haygood Phelps Walmsley Willis & Swanson, L.L.P.
201 St. Charles Ave., 46
th
Floor
New Orleans, Louisiana 70170
Facsimile: 504-310-0257
E-mail: jwerner@fishmanhaygood.com
Attention: John D. Werner
|
If to Parent or Merger Sub:
|
United Insurance Holdings Corp.
360 Central Ave., Suite 900
St. Petersburg, Florida 33701
Facsimile: 727.280.4168
E-mail: ksalmon@upcinsurance.com
Attention: Kimberly A. Salmon, General Counsel & Chief Legal Officer
|
with a copy to:
|
Squire Patton Boggs (US) LLP
41 South High Street, Suite 2000
Columbus, Ohio 43215
Facsimile: 614.365.2499
E-mail: patrick.dugan@squirepb.com
Attention: Patrick J. Dugan
|
If to Member Representative:
|
FSH Representative, LLC
3601 N. I-10 Service Rd. West
Metairie, LA 70002
Facsimile: 504-324-2065
E-mail: mgray@grayinsco.com
Attention: Michael T. Gray, Manager
|
with a copy to:
|
Fishman Haygood Phelps Walmsley Willis & Swanson, L.L.P.
201 St. Charles Ave., 46
th
Floor
New Orleans, Louisiana 70170
Facsimile: 504-310-0257
E-mail: jwerner@fishmanhaygood.com
Attention: John D. Werner
|
|
FAMILY SECURITY HOLDINGS, LLC
|
|
By
/s/ Michael T. Gray
Name: Michael T. Gray
Title: Chairman
|
|
UNITED INSURANCE HOLDINGS CORP.
|
|
By
/s/ Kimberly A. Salmon
Name: Kimberly A. Salmon
Title: General Counsel and Corporate Secretary
|
|
UPC MERGER SUB, LLC
|
|
By
/s/ Kimberly A. Salmon
Name: Kimberly A. Salmon
Title: General Counsel and Corporate Secretary
|
|
FSH MEMBER REPRESENTATIVE, LLC,
solely in its capacity as Member Representative
|
|
By
/s/ Michael T. Gray
Name: Michael T. Gray
Title: Sole Member
|
1.
|
|
BUSINESS COVERED
|
|
|
2.
|
|
DEFINITIONS
|
|
|
3.
|
|
TERM
|
|
|
4.
|
|
TERRITORY
|
|
|
5.
|
|
EXCLUSIONS
|
|
|
6.
|
|
SPECIAL ACCEPTANCE
|
|
|
7.
|
|
RETENTION AND LIMIT
|
|
|
8.
|
|
FLORIDA HURRICANE CATASTROPHE FUND
|
|
|
9.
|
|
OTHER REINSURANCE
|
|
|
10.
|
|
LOSS NOTICES AND SETTLEMENTS
|
|
|
11.
|
|
PREMIUM
|
|
|
12.
|
|
SALVAGE AND SUBROGATION
|
|
|
13.
|
|
OFFSET
|
|
|
14.
|
|
LATE PAYMENTS
|
|
|
15.
|
|
LIABILITY OF THE REINSURER
|
|
|
16.
|
|
NET RETAINED LINES
|
|
|
17.
|
|
FUNDING OF RESERVES
|
|
|
18.
|
|
ACCESS TO RECORDS
|
|
|
19.
|
|
CONFIDENTIALITY
|
|
|
20.
|
|
ERRORS AND OMISSIONS
|
|
|
21.
|
|
CURRENCY
|
|
|
22.
|
|
TAXES
|
|
|
23.
|
|
FEDERAL EXCISE TAX
|
|
|
24.
|
|
INSOLVENCY
|
|
|
25.
|
|
ARBITRATION
|
|
|
26.
|
|
SERVICE OF SUIT
|
|
|
27.
|
|
RUN-OFF REINSURERS
|
|
|
28.
|
|
SEVERABILITY
|
|
|
29.
|
|
GOVERNING LAW
|
|
|
30.
|
|
AGENCY
|
|
|
31.
|
|
ENTIRE AGREEMENT
|
|
|
32.
|
|
MODE OF EXECUTION
|
|
|
33.
|
|
INTERMEDIARY
|
|
A.
|
“Ultimate Net Loss” as used herein shall be defined as the sum or sums (including Loss in Excess of Policy Limits, Extra Contractual Obligations, Loss Adjustment Expense, as hereinafter defined, and any Loss Adjustment Expense/fair rental value unrecoverable from the FHCF) paid or payable by the Company in settlement of claims and in satisfaction of judgments rendered on account of such claims after deduction of all salvage, all recoveries and all claims on inuring insurance or reinsurance, whether collectible or not. Nothing herein shall be construed to mean that losses under this Contract are not recoverable until the Company's Ultimate Net Loss has been ascertained.
|
B.
|
“Loss in Excess of Policy Limits” and “Extra Contractual Obligations” as used herein shall be defined as follows:
|
1.
|
“Loss in Excess of Policy Limits” shall mean 90% of any amount paid or payable by the Company in excess of its Policy limits, but otherwise within the terms of its Policy, such loss in excess of the Company's Policy limits having been incurred because of, but not limited to, failure by the Company to settle within the Policy limits or by reason of the Company's alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of an action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such an action.
|
2.
|
“Extra Contractual Obligations” shall mean 90% of any punitive, exemplary, compensatory or consequential damages paid or payable by the Company, not covered by any other provision of this Contract and which arise from the handling of any claim on business subject to this Contract, such liabilities arising because of, but not limited to, failure by the Company to settle within the Policy limits or by reason of the Company's alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of an action against its insured or reinsured or in the preparation or prosecution of an appeal consequent
|
C.
|
“Loss Adjustment Expense” as used herein shall be defined as all costs and expenses allocable to a specific claim that are incurred by the Company in the investigation, appraisal, adjustment, settlement, litigation, defense or appeal of a specific claim, regardless of how such costs and expenses are allocated for statutory reporting purposes, including but not limited to court costs and costs of supersedeas and appeal bonds, and including but not limited to a) pre-judgment interest, unless included as part of the award or judgment; b) post-judgment interest; c) legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto; d) monitoring counsel expenses; and e) a pro rata share of salaries and expenses of Company field employees, and expenses of other Company employees who have been temporarily diverted from their normal and customary duties and assigned to the field adjustment of losses covered by this Contract. Loss Adjustment Expense does not include salaries and expenses of employees, other than (e) above, and office and other overhead expenses.
|
D.
|
“Loss Occurrence” as used herein shall mean the sum of all individual losses directly occasioned by any one disaster, accident or loss or series of disasters, accidents or losses arising out of one event which occurs within the area of one state of the United States or province of Canada and states or provinces contiguous thereto and to one another. However, the duration and extent of any one “Loss Occurrence” shall be limited to all individual losses sustained by the Company occurring during any period of 168 consecutive hours arising out of and directly occasioned by the same event, except that the term “Loss Occurrence” shall be further defined as follows:
|
1.
|
As regards windstorm, hail, tornado, hurricane, cyclone, including ensuing collapse and water damage, all individual losses sustained by the Company occurring during any period of 120 consecutive hours arising out of and directly occasioned by the same event. However, the event need not be limited to one state or province or states or provinces contiguous thereto.
|
2.
|
As regards riot, riot attending a strike, civil commotion, vandalism and malicious mischief, all individual losses sustained by the Company occurring during any period of 72 consecutive hours arising out of and directly occasioned by the same event. The maximum duration of 72 consecutive hours may be extended in respect of individual losses which occur beyond such 72 consecutive hours during the continued occupation of an assured's premises by strikers, provided such occupation commenced during the aforesaid period.
|
3.
|
As regards earthquake (the epicenter of which need not necessarily be within the territorial confines referred to in the introductory portion of this paragraph A) and fire following directly occasioned by the earthquake, only those individual fire losses which commence during the period of 168 consecutive hours may be included in the Company's “Loss Occurrence.”
|
4.
|
As regards “freeze,” only individual losses directly occasioned by collapse, breakage of glass and water damage (caused by bursting of frozen pipes and tanks or freezing and/or melting snow or sleet) may be included in the Company's “Loss Occurrence.”
|
E.
|
“Term of this Contract” as used herein shall be defined as the period from 12:01 a.m., Eastern Time, June 1, 2014, until 12:01 a.m., Eastern Time, June 1, 2015. However, if this Contract is terminated, “Term of this Contract” as used herein shall mean the period from 12:01 a.m., Eastern Time, June 1, 2014, until the effective time and date of termination if this Contract is terminated on a cutoff basis, or through the end of the runoff period if this Contract is terminated on a runoff basis.
|
A.
|
This Contract shall become effective at 12:01 a.m., Eastern Time, June 1, 2014, with respect to losses arising out of Loss Occurrences commencing at or after that time and date, and shall remain in force until 12:01 a.m., Eastern Time, June 1, 2015, unless earlier terminated in accordance with the provisions of this Contract.
|
B.
|
If any Loss Occurrence covered hereunder is in progress at the end of any Contract Year, the Reinsurer's liability hereunder for such Contract Year shall, subject to the other terms and conditions of this Contract, be determined as if the entire Loss Occurrence had occurred prior to the end of the Contract Year, provided that no part of such Loss Occurrence is claimed against any subsequent Contract Year hereunder or renewal or replacement of this Contract.
|
C.
|
Notwithstanding the provisions of paragraph A above, the Company may require the Subscribing Reinsurer to provide funding in accordance with the provisions of the Funding of Reserves Article and/or may reduce or terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice to the Subscribing Reinsurer in the event any of the following circumstances occur:
|
1.
|
The Subscribing Reinsurer'
s (or the Subscribing Reinsurer’s parent or holding company’s) Policyholders' surplus (or its equivalent under the Subscribing Reinsurer's [or the Subscribing Reinsurer’s parent or holding company’s] accounting system) as reported in such financial statements of the Subscribing Reinsurer (or the Subscribing Reinsurer’s parent or holding company) as designated by the Company, has been reduced by 20.0% of the amount of surplus (or the applicable equiva
lent) at any date during the prior 12-month period (including the 12-month period prior to the inception of this Contract); or
|
2.
|
The Subscribing Reinsurer's A.M. Best's financial strength rating has been assigned or downgraded below A- and/or its Standard & Poor's financial strength rating has been assigned or downgraded below A-; or
|
3.
|
The Subscribing Reinsurer has becom
e (or has announced its intention to become) merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or
|
4.
|
A State Insurance Department or other legal authority having jurisdiction over the Reinsurer has ordered the Subscribing Reinsurer to cease writing business; or
|
5.
|
The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision, administration, winding-up or under a scheme of arrangement or similar proceedings (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or
|
6.
|
The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or
|
7.
|
The Subscribing Reinsurer has ceased assuming new or renewal property or casualty treaty reinsurance business; or
|
8.
|
The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or
|
9.
|
The Subscribing Reinsurer fails, for any reason, to comply with the provisions of the Funding of Reserves Article within the time period(s) prescribed in such Article; or
|
10.
|
There is a severance or obstruction of free and unfettered communication and/or normal commercial and/or financial intercourse between the United States of America and the country in which the Subscribing Reinsurer is incorporated or has its principal office, as a result of war, currency regulations or any circumstances arising out of political, financial or economic uncertainty.
|
D.
|
Additionally, in the event of any of the circumstances listed in paragraph C above, the Company shall have the option to commute the Subscribing Reinsurer's liability for losses arising under Policies subject to this Contract. In the event the Company and the Subscribing Reinsurer cannot agree on the net present value of the Subscribing Reinsurer's liability under such Policies, they shall appoint an independent actuary to assess such liability and shall share equally any expense of any such actuary. If the Company and the Subscribing Reinsurer cannot agree on an independent actuary, the Company and the Subscribing Reinsurer each shall nominate three individuals, of whom the other shall decline two, and the final appointment shall be made by drawing lots. Payment by the Subscribing Reinsurer of the amount of liability ascertained shall constitute a complete and final release of both parties in respect of liability arising from the Subscribing Reinsurer's participation under this Contract.
|
E.
|
If the Company elects to reduce or terminate a Subscribing Reinsurer's participation percentage in accordance with the provisions of paragraph C above, the Subscribing Reinsurer shall have no liability, as respects such reduced or terminated share, for losses arising out of Loss Occurrences commencing after the effective date of reduction or termination. Further, the reinsurance premium, including the minimum premium, if applicable, due for any Contract Year hereunder shall be prorated based on the Subscribing Reinsurer's period of participation for the Contract Year and shall be paid as promptly as possible after the final Adjusted Premium is determined hereunder.
|
F.
|
The Company's option to require commutation as set forth under paragraph D above shall survive the termination or expiration of this Contract.
|
G.
|
The Company's waiver of any rights provided in this Article is not a waiver of that right or other rights at a later date.
|
H.
|
Notwithstanding the expiration or termination of this Contract or the Reinsurer's participation hereunder, the provisions of this Contract will continue to apply to all obligations and liabilities of the parties incurred hereunder to the end that all such obligations and liabilities will be fully discharged and performed.
|
1.
|
Reinsurance assumed, except as respects the following:
|
a.
|
Business
assumed as a result of the depopulation of the Citizens Property Insurance Corporation and
|
b.
|
Any business assumed from private carriers as a result of depopulations; and/or
|
c.
|
Intercompany reinsurance between the Company and its affiliates; and/or
|
d.
|
Reinsurance assumed by the Company where
the Policies involved are to be reissued as Policies of the Company at the next anniversary or expiration.
|
2.
|
Financial guarantee and/or insolvency.
|
3.
|
Third party liability and medical payments business.
|
4.
|
Liability as a member, subscriber or reinsurer of any pool, syndicate or association and any combination of insurers or reinsurers formed for the purpose of covering specific perils, specific classes of business or for the purpose of insuring risks located in specific geographical areas and any assessments from Citizens Property Insurance Company and any successor organization of this entity.
|
5.
|
All liability of the Company arising by contract, operation of law, or otherwise, from its participation or membership, whether voluntary or involuntary, in any insolvency fund. “Insolvency Fund” includes any guaranty fund, insolvency fund, plan, pool, association, fund or other arrangement, however denominated, established or governed, which provides for any assessment of or payment or assumption by the Company of part or all of any claim, debt, charge, fee or other obligation of an insurer, or its successors or assigns, which has been declared by any competent authority to be insolvent, or which is otherwise deemed unable to meet any claim, debt, charge, fee or other obligation in whole or in part.
|
6.
|
Loss or liability from any pool, association or syndicate and any assessment or similar demand for payment related to the Florida Hurricane Catastrophe Fund.
|
7.
|
All Accident and Health, Fidelity, Surety, Boiler and Machinery, Workers' Compensation and Credit business.
|
8.
|
All Ocean Marine business.
|
9.
|
Flood and/or earthquake when written as such, but only as respects those Policies issued in the State of Florida.
|
10.
|
Difference in Conditions insurances and similar kinds of insurances, however styled, insofar as they may provide coverage for losses from the following causes:
|
a.
|
Flood, surface water, waves, tidal water or tidal waves, overflow of streams or other bodies of water or spray from any of the foregoing, all whether wind-driven or not, except when covering property in transit; or
|
b.
|
Earthquake, landslide, subsidence or other earth movement or volcanic eruption, except when covering property in transit.
|
11.
|
Mortgage Impairment insurances and similar kinds of insurances, however styled.
|
12.
|
All Automobile business.
|
13.
|
Loss or damage directly or indirectly occasioned by, happening through or in consequences of war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power, or confiscation or nationalization or requisition or destruction of or damage to property by or under the order of any government or public or local authority.
|
14.
|
Loss and/or damage and/or costs and/or expenses arising from seepage and/or pollution and/or contamination, other than contamination from smoke. Nevertheless, this exclusion does not preclude any payment of the cost of removal of debris of property damaged by a loss otherwise covered hereunder, subject always to a limit of 25% of the Company's property loss under the applicable original Policy.
|
15.
|
Nuclear risks as defined in the “Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance” attached to and forming part of this Contract.
|
16.
|
All liability arising out of mold, spores and/or fungus but this exclusion shall not apply to those losses which follow as a direct result of a loss caused by a peril otherwise covered hereunder.
|
17.
|
Terrorism, in accordance with the “Terrorism Exclusion Clause - Property Treaty Reinsurance - NMA2930c” attached to and forming part of this Contract.
|
18.
|
As respects Coverages C and D of the Retention and Limit Article, losses arising from Invest 91L
|
B.
|
The Reinsurer shall not be required to provide cover or pay any claim or provide any benefit hereunder that would cause the Reinsurer to be in violation of any applicable trade or economic sanctions, laws or regulations.
|
C.
|
Should any judicial, regulatory or legislative entity having legal jurisdiction invalidate any exclusion on the Company's Policy, any amount of loss for which the Company is liable because of such invalidation will not be excluded hereunder.
|
D.
|
The exclusions set forth in paragraph A above, with the exception of subparagraphs 2, 4, 5, 6, 13, 15 and 17, shall not apply when they are merely incidental to the main operations or exposures of the insured, provided such main operations or exposures are also covered by the Company and are not themselves excluded from the scope of this Contract. The Company will be the sole judge of what is “incidental.”
|
E.
|
Should the Company, by reason of an inadvertent act, error or omission, be bound to afford coverage excluded hereunder or should an existing insured extend its operations to include coverage excluded hereunder, the Reinsurer shall waive the exclusion(s) set forth in paragraph A above, with the exception of subparagraphs 2, 4, 5, 6, 13, 15 and 17. The duration of said waiver shall not extend beyond the time that notice of such coverage has been received by the responsible underwriting authority of the Company plus the minimum time period thereafter for the Company to terminate such coverage.
|
A.
|
Coverage A - First Excess Layer
|
B.
|
Coverage B - Second Excess Layer
|
C.
|
Coverage C - Third Excess Layer
|
D.
|
Coverage D - Fourth Excess Layer
|
E.
|
In the event a Loss Occurrence results in Ultimate Net Loss recoverable under more than one Coverage Section hereunder, it is understood that the Company shall retain the $25,000,000 retention only once for each such Loss Occurrence.
|
A.
|
The Company shall purchase mandatory coverage from the Florida Hurricane Catastrophe Fund (hereinafter referred to as the “FHCF”) as follows:
|
1.
|
As respects the First Contract Year, the provisional limit and retention shall be the following:
|
2.
|
As respects the Second Contract Year, the Company will send the Reinsurer written notice as promptly as possible setting forth the provisional retention and limit purchased by the Company for mandatory coverage from the FHCF for the Second Contract Year.
|
B.
|
Any loss reimbursement paid or payable to the Company for the Mandatory Layer provided by the FHCF and resulting from Loss Occurrences commencing during the any Contract Year, shall inure to the benefit of this Contract whether collectible or not, and shall be deemed paid to the Company in accordance with the reimbursement contract between the Company and the SBA at the projected payout multiple set forth therein as of the date hereof (calculated based on a claims paying capacity of the FHCF of $17,000,000,000 and will be deemed not to be reduced by any subsequent recalculation of the projected payout multiple or the final payout multiple due to any reduction or exhaustion of the FHCF's claims-paying capacity).
|
C.
|
Prior to final calculation of the Company's FHCF retention and payout for any Contract Year for the Mandatory Layer coverage provided by the reimbursement contract between the Company and the SBA, the Reinsurer's liability for the Contract Year will be calculated provisionally based on the projected FHCF payout for the Contract Year and in accordance with paragraphs A and B above. Following the FHCF's final calculation of the payout for the Contract Year for the Mandatory Layer provided by the reimbursement contract, the Ultimate Net Loss for the Contract Year will be recalculated. If, as a result of such calculation, the loss to the Reinsurer hereunder in any one Loss Occurrence is less than the amount previously paid by the Reinsurer, the Company shall promptly remit the difference to the Reinsurer. If the loss to the Reinsurer hereunder in any one Loss Occurrence is greater than the amount previously paid by the Reinsurer, the Reinsurer shall promptly remit the difference to the Company.
|
D.
|
If an FHCF reimbursement amount is based on the Company's losses in more than one Loss Occurrence commencing during any Contract Year and the FHCF does not designate the amount allocable to each Loss Occurrence, the FHCF reimbursement amount shall be prorated in the proportion that the Company's losses in each Loss Occurrence bear to the
|
A.
|
Whenever losses sustained by the Company appear likely, in the Company's opinion, to result in a claim hereunder, the Company shall notify the Reinsurer.
|
B.
|
The Company alone and in its sole discretion shall adjust, settle or compromise all claims and losses hereunder.
|
C.
|
Loss payments, whether made by the Company as a result of adjustment, settlement or compromise, provided they are within the terms of this Contract, shall be binding on the Reinsurer. The Reinsurer shall pay within 10 business days to the Company its share of amounts due upon receipt of reasonable evidence of the amount paid (or scheduled to be paid) by the Company.
|
A.
|
As provisional premium for the reinsurance coverage provided by this Contract, the Company shall pay the Reinsurer a Deposit Premium for each excess layer of the amount, shown as Deposit Premium for that excess layer in Schedule A attached hereto, in three installments. Each of the first three installments shall be an amount equal to 25.0% of the Deposit Premium for that excess layer, and is due
on July 1 and October 1 of 2014, and January 1, 2015
. However, in the event this Contract is terminated, there shall be no deposit premium installments due after the effective date of termination.
|
B.
|
No later than April 1, 2015 (or as promptly as possible following the date of termination in the event this Contract is terminated prior to April 1, 2015), the Company shall provide a report to the Reinsurer setting forth the Adjusted Premium due hereunder for each excess layer, and any additional premium due the Reinsurer or return premium due the Company shall be remitted promptly.
|
C.
|
“Adjusted Premium” as used herein shall be determined as follows:
|
1.
|
The Company's Adjusted Premium for each excess layer will be equal to the amount, shown as Deposit Premium for that excess layer in Schedule A attached hereto pr
ovided the Adjusted TIV is greater than or equal to 90% of Provisional TIV, but not greater than 110% of Provisional TIV.
|
2.
|
However, in the event:
|
a.
|
Adjusted TIV is greater than
110% of Provisional TIV, the Company's Adjusted Premium will equal the percentage, shown as Premium Rate for that excess layer in Scheule A attached hereto, applied to the Company's Adjusted TIV, less 10% of the amount shown as Deposit Premium for that excess layer in Schedule A attached hereto; or
|
b.
|
Adjusted TIV is less than 90% of Provisional TIV, the Company's Adjusted Premium will be equal to the greater of the following:
|
i.
|
The amount, shown as “Minimum Premium” for that excess layer in Schedule A attached hereto; or
|
ii.
|
The percentage, shown as “Premium Rate” for that excess layer in Schedule A attached hereto, applied to the Company’s Adjusted TIV, plus 10% of the amount shown as “Deposit Premium” for that excess layer in Schedule A attached hereto.
|
A.
|
The Reinsurer shall be credited with salvage or subrogation recoveries (i.e., reimbursement obtained or recovery made by the Company) on account of claims and settlements involving reinsurance hereunder. Recoveries therefrom shall always be used to reimburse the excess carriers in the reverse order of their priority according to their participation before being used in any way to reimburse the Company for its primary loss. The Company hereby agrees to enforce its rights to salvage and subrogation relating to any loss, a part of which loss was sustained by the Reinsurer, and to prosecute all claims arising out of such rights, provided it is economically reasonable, in the Company's opinion, to do so.
|
B.
|
The expense incurred by the Company in pursuing any such reimbursement or recovery (excluding salaries of officials and employees of the Company and sums paid to attorneys as retainer) shall be borne by each party in proportion to its benefit (if any) from the recovery. If the recovery expense exceeds the amount recovered, the amount recovered (if any) shall be applied to the reimbursement of recovery expense incurred by the Company, and the remaining expense as well as any originally incurred Loss Adjustment Expense shall be included in the Company’s Ultimate Net Loss.
|
A.
|
The provisions of this Article shall not be implemented unless specifically invoked, in writing, by one of the parties to this Contract. However, any Subscribing Reinsurer that has its share terminated in accordance with the provisions of paragraph C of the Term Article shall not be allowed to implement the provisions of this Article against the Company.
|
B.
|
In the event any premium, loss or other payment due either party is not received by the intermediary named in the Intermediary Article (hereinafter referred to as the “Intermediary”) by the payment due date, the party to whom payment is due may, by notifying the Intermediary in writing, require the debtor party to pay, and the debtor party agrees to pay, an interest penalty on the amount past due calculated for each such payment on the last business day of each month as follows:
|
1.
|
The number of full days which have expired since the due date or the last monthly calculation, whichever the lesser; times
|
2.
|
1/365th of the U.S. prime rate as quoted in The Wall Street Journal on the first business day of the month for which the calculation is made, plus 3%; times
|
3.
|
The amount past due, including accrued interest.
|
C.
|
The establishment of the due date shall, for purposes of this Article, be determined as follows:
|
1.
|
As respects the payment of routine deposits and premiums due the Reinsurer, the due date shall be as provided for in the applicable section of this Contract. In the event a due date is not specifically stated for a given payment, it shall be deemed due 30 days after the date of transmittal by the Intermediary of the initial billing for each such payment.
|
2.
|
Any claim or loss payment due the Company hereunder shall be deemed due 10 business days after the proof of loss or demand for payment is transmitted to the Reinsurer. If such loss or claim payment is not received within the 10 business days, interest will accrue on the payment or amount overdue in accordance with paragraph
|
3.
|
As respects any payment, adjustment or return due either party not otherwise provided for in subparagraphs 1 and 2 of this paragraph, the due date shall be as provided for in the applicable section of this Contract. In the event a due date is not specifically stated for a given payment, it shall be deemed due 10 business days following transmittal of written notification that the provisions of this Article have been invoked.
|
D.
|
For purposes of interest calculations only, amounts due hereunder shall be deemed paid upon receipt by the Intermediary.
|
E.
|
Nothing herein shall be construed as limiting or prohibiting the Reinsurer from contesting the validity of any claim, or from participating in the defense of any claim or suit, or prohibiting either party from contesting the validity of any payment or from initiating any arbitration or other proceeding in accordance with the provisions of this Contract. If the debtor party prevails in an arbitration or other proceeding, then any interest penalties due hereunder on the amount in dispute shall be null and void. If the debtor party loses in such proceeding, then the interest penalty on the amount determined to be due hereunder shall be calculated in accordance with the provisions set forth above unless otherwise determined by such proceedings. If a debtor party advances payment of any amount it is contesting, and proves to be correct in its contestation, either in whole or in part, the other party shall reimburse the debtor party for any such excess payment made plus interest on the excess amount calculated in accordance with this Article.
|
A.
|
The liability of the Reinsurer shall follow that of the Company in every case and be subject in all respects to all of the general and specific stipulations, clauses, waivers, interpretations and modifications of the Company's Policies and any endorsements thereto. However, in no event shall this be construed in any way to provide coverage outside the terms and conditions set forth in this Contract.
|
B.
|
Nothing herein shall in any manner create any obligations or establish any rights against the Reinsurer in favor of any third party or any persons not parties to this Contract.
|
A.
|
This Contract applies only to that portion of any Policy which the Company retains net for its own account (prior to deduction of any reinsurance which inures solely to the benefit of the Company), and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which this Contract attaches, only loss or losses in respect of that portion of any Policy which the Company retains net for its own account shall be included.
|
B.
|
The amount of the Reinsurer's liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the Company to collect from any other reinsurer(s), whether specific or general, any amounts which may have become due from such reinsurer(s), whether such inability arises from the insolvency of such other reinsurer(s) or otherwise.
|
A.
|
As regards Policies or bonds issued by the Company coming within the scope of this Contract, the Company agrees that when it shall file with the insurance regulatory authority or set up on its books reserves for unearned premium or losses covered hereunder, or any other outstanding balances which it shall be required by law to set up, it will forward to the Reinsurer a statement showing the proportion of such reserves which is applicable to the Reinsurer. The Reinsurer hereby agrees to fund its share of any unearned premium (including, but not limited to, the unearned portion of any deposit premium installment as determined by the Company), known outstanding losses and Loss Adjustment Expense that have been reported to the Reinsurer, losses and Loss Adjustment Expense paid by the Company but not recovered from the Reinsurer, including all case reserves plus any reasonable amount estimated to be unreported from known Loss Occurrences, plus any other outstanding balances owed to the Company (hereinafter referred to as “Reinsurer
|
B.
|
When funding by a Letter of Credit, the Reinsurer agrees to apply for and secure timely delivery to the Company of a clean, irrevocable and unconditional Letter of Credit issued by a bank meeting the NAIC Securities Valuation Office credit standards for issuers of Letters of Credit and containing provisions acceptable to the insurance regulatory authorities having jurisdiction over the Company’s reserves in an amount equal to the Reinsurer’s Obligations. Such Letter of Credit shall be issued for a period of not less than one year, and shall contain an “evergreen” clause, which automatically extends the term for one year from its date of expiration or any future expiration date, unless 30 days (or 60 days where required by insurance regulatory authorities) prior to any expiration date the issuing bank shall notify the Company by certified or registered mail that the issuing bank elects not to consider the Letter of Credit extended for any additional period.
|
C.
|
The Reinsurer and the Company agree that the Letters of Credit or other funding provided by the Reinsurer pursuant to the provisions of this Contract may be drawn upon at any time, notwithstanding any other provision of this Contract, and be utilized by the Company or any successor, by operation of law, of the Company including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Company for the following purposes, unless otherwise provided for in a separate Trust Agreement:
|
1.
|
To reimburse the Company for the Reinsurer’s Obligations, the payment of which is due under the terms of this Contract and which has not been otherwise paid;
|
2.
|
To make refund of any sum which is in excess of the actual amount required to pay the Reinsurer’s Obligations (or in excess of 102% of the Reinsurer’s Obligations if funding is provided by a Trust Agreement) under this Contract;
|
3.
|
To fund an account with the Company for the Reinsurer’s Obligations. Such cash deposit shall be held in an interest bearing account separate from the Company’s other assets, and interest thereon not in excess of the U.S. prime rate shall accrue to the benefit of the Reinsurer;
|
4.
|
To pay the Reinsurer’s share of any other amounts the Company claims are due under this Contract.
|
D.
|
The issuing bank shall have no responsibility whatsoever in connection with the propriety of withdrawals made by the Company or the disposition of funds withdrawn, except to ensure that withdrawals are made only upon the order of properly authorized representatives of the Company.
|
E.
|
At annual intervals, or more frequently as agreed but never more frequently than quarterly, the Company shall prepare a specific statement of the Reinsurer’s Obligations, for the sole purpose of amending the Letter of Credit or other method of funding, in the following manner:
|
1.
|
If the statement shows that the Reinsurer’s Obligations exceed the balance of the Letter of Credit as of the statement date, the Reinsurer shall, within 30 days after receipt of notice of such excess, secure delivery to the Company of an amendment to the Letter of Credit increasing the amount of credit by the amount of such difference. Should another method of funding be used, the Reinsurer shall increase such funding by the amount of the difference set forth in the statement within 30 days after receipt of the statement.
|
2.
|
If, however, the statement shows that the Reinsurer’s Obligations are less than the balance of the Letter of Credit (or that 102% of the Reinsurer’s Obligations are less than the Trust Account balance if funding is provided by
|
F.
|
Should the Subscribing Reinsurer be in breach of its obligations under this Article, or any Trust Agreement that the Subscribing Reinsurer enters into to collateralize the Reinsurer’s Obligations hereunder, notwithstanding anything to the contrary elsewhere in this Contract, including but not limited to the Arbitration Article, the Company may seek immediate relief in respect of said breach from any court sitting in Pinellas County, Florida having competent jurisdiction of the parties hereto or the state and federal courts having jurisdiction for disputes from Pinellas County, as determined by the Company, and the parties consent to jurisdiction of such court. The Subscribing Reinsurer agrees that in addition to obeying the order of such court, it will bear all costs, including reasonable attorneys’ fees and court costs, incurred by the Company in seeking the relief sought from such breach. In the alternative, at the sole discretion of the Company, the Company may elect to demand arbitration of such dispute pursuant to the provisions of the Arbitration Article hereunder.
|
A.
|
The Reinsurer hereby acknowledges that the terms and conditions of this Contract, documents, information and data provided to it by the Company, whether directly or through an authorized agent, during the course of negotiation, administration, and performance of this Contract (hereinafter referred to as “confidential information”) are proprietary and confidential to the Company. Confidential information shall not include documents, information or data that the Reinsurer can show:
|
1.
|
Are publicly available or have become publicly available through no unauthorized act of the Reinsurer;
|
2.
|
Have been rightfully received from a third person without obligation of confidentiality; or
|
3.
|
Were known by the Reinsurer prior to the placement of this Contract without an obligation of confidentiality.
|
B.
|
Absent the written consent of the Company, the Reinsurer shall not disclose any confidential information to any third parties, including any affiliated companies, except:
|
1.
|
When required by retrocessionaires subject to the business ceded to this Contract;
|
2.
|
When required by regulators performing an audit of the Reinsurer's records and/or financial condition;
|
3.
|
When required by external auditors performing an audit of the Reinsurer's records in the normal course of business; or
|
4.
|
When required by courts or arbitrators in connection with an actual or potential dispute hereunder.
|
C.
|
Notwithstanding the above, in the event the Reinsurer is required by court order, other legal process or any regulatory authority to release or disclose any or all of the confidential information, the Reinsurer agrees to provide the Company
|
D.
|
The provisions of this Article shall extend to the officers, directors, shareholders and employees of the Reinsurer and its affiliates, and shall be binding upon their successors and assigns.
|
A.
|
Whenever the word “Dollars” or the “$” sign appears in this Contract, it shall be construed to mean United States Dollars and all transactions under this Contract shall be in United States Dollars.
|
B.
|
Amounts paid or received by the Company in any other currency shall be converted to United States Dollars at the rate of exchange at the date such transaction is entered on the books of the Company.
|
A.
|
The Reinsurer has agreed to allow for the purpose of paying the Federal Excise Tax the applicable percentage of the premium payable hereon (as imposed under Section 4371 of the Internal Revenue Code) to the extent such premium is subject to the Federal Excise Tax.
|
B.
|
In the event of any return of premium becoming due hereunder the Reinsurer will deduct the applicable percentage from the return premium payable hereon and the Company or its agent should take steps to recover the tax from the United States Government.
|
A.
|
If more than one reinsured company is included within the definition of “Company” hereunder, this Article shall apply individually to each such company.
|
B.
|
In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, with reasonable provision for verification, on the basis of the liability of the Company or on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company
|
C.
|
Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.
|
D.
|
It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee or other party as more specifically limited by any statute or regulation applicable hereto, of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. However, the exceptions provided in (1) and (2) above shall apply only to the extent that applicable statutes or regulations specifically permit such exceptions.
|
A.
|
Binding Arbitration.
Except as may be elected by the Company pursuant to paragraph F of the Funding of Reserves Article of this Contract, any dispute relating in any way to the formation, scope, implementation, performance or enforcement of this Contract, or which arises out of or relates to this Contract, shall be resolved through binding arbitration in accordance with this Article. The provisions of this Article are intended to control in the event that other provisions of this Contract or of any other contract are in conflict with the provisions of this Article. No provision of this Contract or of any other contract or understanding shall result in the provisions of this Article being interpreted as being permissive or optional.
|
B.
|
Initiation of Arbitration
. To initiate arbitration, a party to this Contract shall notify the other party in writing by certified or registered mail, return receipt requested, of its desire to arbitrate. The notice shall refer to this Article of the Contract and state the nature of the dispute and the remedy sought. The Party to which the notice is sent shall respond to it in writing within 10 business days after receipt thereof.
|
C.
|
Arbitrator Appointment Process
. The dispute shall be resolved by a panel of three arbitrators. Subject to the qualification requirements set forth in the following sections, each Party shall, by e-mail to the other Party or its counsel, appoint one of the arbitrators within 30 days after the notification of initiation of arbitration is received. If a Party fails to appoint an arbitrator within such 30 days, the other Party may appoint the second arbitrator.
|
D.
|
Umpire Selection Process
. Within 30 calendar days after the date of the e-mail naming them as an arbitrator, the two party-appointed arbitrators shall each provide the other by e-mail the names of three candidates for the third arbitrator, who shall act as umpire, chairing the arbitration panel. If a party-appointed arbitrator fails timely to provide such names, subject to the disqualification of candidates for conflicts disclosed on an umpire questionnaire, the umpire may be selected by the party-appointed arbitrator who timely submitted umpire candidate names. Each named candidate shall be asked to complete and return, within 10 business days, a questionnaire similar to the Neutral Selection Questionnaire found on the ARIAS-US website, such questionnaire being acceptable to the Company. If a candidate fails to return a fully completed umpire questionnaire postmarked in the 10 business days provided, the name of that candidate shall be stricken from the list and not considered further. Any candidate whose responses in the questionnaire indicate a conflict of interest shall be disqualified from consideration as umpire, but may be replaced by another candidate by the party which named the disqualified candidate within five business days. Substitute candidates shall be subject to the questionnaire process set forth above. If the party-appointed arbitrators do not, within 20 business days of the return of the completed umpire questionnaires, agree on an umpire from among the persons named and not disqualified by the questionnaires, then within a further period of 10 business days, each party-named arbitrator shall strike two names from those suggested by the other party-appointed arbitrator (or strike a lesser number if necessary to leave one name pending proposed by each Party), and the umpire shall be selected from the remaining two candidates (one of whom being designated as the “even” candidate, and one the “odd” candidate), using the first digit to the left of the decimal point of the closing Dow industrial average on the next business day (said digit being either “even” or “odd”), subject to the provisions of this Article.
|
E.
|
Arbitrator Qualifications
. Each of the two party-appointed arbitrators (1) shall be a current or former officer of a property and casualty insurance or reinsurance company, (2) shall have not less than 10 years' experience with property insurance or reinsurance, and (3) shall not be a current or former employee, officer, or director of a Party or any of their respective
|
F.
|
Place and Time; Procedure
. Within 30 calendar days after both arbitrators and the umpire have been appointed or selected, the panel shall hold an organizational meeting to determine and notify the Parties of the procedure to be filed, what discovery will be permitted and the date of the final hearing. The arbitration hearing and any pre-hearing conferences shall be held in St. Petersburg, Florida, on the date(s) fixed by the arbitrators, provided that the arbitrators may call for pre-hearing conferences by means of teleconference or videoconference as they may deem appropriate. The arbitrators shall establish pre-hearing and hearing procedures as warranted by the facts and issues of the dispute. The arbitrators may consider any relevant evidence and shall give the evidence such weight as they deem appropriate after consideration of any objections raised. Each Party may examine any witnesses who testify at the arbitration hearing. The arbitrators may allow discovery limited to that discovery reasonably necessary to facilitate the effective presentation of the dispute to the arbitrators. If the arbitrators elect to allow discovery, they shall distribute a discovery plan which shall set forth the scope of permissible discovery and the time frame during which discovery shall be conducted. All arbitration proceedings shall be conducted in the English language. The arbitrators shall base their decision on the terms and conditions of this Contract and applicable law. The arbitrators shall decide all substantive and procedural issues by majority vote. The arbitration proceedings and the outcome thereof shall be kept strictly confidential. The panel is empowered to grant interim relief as it may deem appropriate. If the reinsurance agreement is accompanied by any collateral requirements, the panel shall enforce the collateral requirements pending the final hearing.
|
G.
|
Costs
. Each party shall bear the cost of the arbitrators appointed by it, and shall jointly and severally bear the cost of the umpire. The remaining costs of arbitration shall be allocated by the panel as part of its final award. The arbitrators may not award attorneys' fees to any Party.
|
H.
|
Award
. The award of the arbitration panel shall be in writing and shall be binding upon the Parties. If either Party fails to carry out any aspect of the award, the other Party may seek enforcement of the award in a court of competent jurisdiction, as specified in this Contract, under the Federal Arbitration Act.
|
I.
|
Consolidation
. Any claims asserted by a Party against the other Party with respect to this Contract or any agreement related to this Contract or the reinsurance program to which this Contract pertains shall be asserted in a single arbitration proceeding, and it is agreed that if such claims are asserted in more than one arbitration proceeding, that the claims shall be consolidated in a single arbitration proceeding, to be heard by the first arbitration panel that is appropriately selected and constituted. The Parties further agree that any arbitration under this Contract shall, at the sole option of either Party, be consolidated with any other arbitration relating to the reinsurance program to which this Contract pertains.
|
J.
|
Alternative Expedited Arbitration
.
|
1.
|
Notwithstanding the foregoing provisions of this Article, in the event an amount in dispute hereunder is $1,000,000 or less, the parties will submit to an expedited arbitration process with the use of a single arbitrator. The arbitrator will be chosen in accordance with the procedures for selecting an arbitrator in force on the date the arbitration is demanded, established by the AIDA Reinsurance and Insurance Arbitration Society - U.S. (ARIAS), using that organization's Enhanced Umpire Selection program, or any similar program, limiting the potential arbitrators to persons satisfying the qualifications set forth in paragraph E of this Article.
|
2.
|
Each party's case will be submitted to the arbitrator within 100 calendar days of the date of determination of the arbitrator. Discovery will be limited to exchanging only those documents directly relating to the issue in dispute, subject to a limit of two discovery depositions from each party, unless otherwise authorized by the arbitrator upon a showing of good cause.
|
3.
|
Within 120 calendar days of the date of determination of the arbitrator, the hearing will be completed and a written award will be issued by the arbitrator. As the parties agree that time is of the essence, the sole arbitrator does not have the authority to lengthen the schedule, absent agreement of both parties. The arbitrator will have all the powers conferred on the arbitration panel as hereinabove provided and the terms of this Article not otherwise specifically altered by the terms of this paragraph J will apply.
|
A.
|
This Article will not be read to conflict with or override the obligations of the parties to arbitrate their disputes as provided for in the Arbitration Article. This Article is intended as an aid to compelling arbitration or enforcing such arbitration or arbitral award, not as an alternative to the Arbitration Article for resolving disputes arising out of this Contract.
|
B.
|
The parties agree that the state and federal courts located in Pinellas County, Florida
or state and federal courts having jurisdiction for disputes from Pinellas County, are the courts of competent personal and subject matter jurisdiction and are the proper venue for any court proceedings permitted under this Article or under this Contract. The parties further agree not to assert, by way of motion, as a defense, or otherwise in any such proceeding, that the venue of the suit is improper or that the agreement or the subject matter may not be enforced by such courts.
|
C.
|
In the event the Reinsurer fails to pay any amount claimed to be due hereunder or otherwise fails to perform its obligations hereunder, the Reinsurer, at the request of the Company, will submit to the jurisdiction of the state or federal courts in Pinellas County, Florida or the state and federal courts having jurisdiction for disputes from Pinellas County, as determined by the Company. The Reinsurer will comply with all requirements necessary to give said court jurisdiction and, in any suit instituted against the Reinsurer upon this Contract, will abide by the final decision of such court or of any appellate court in the event of an appeal.
|
D.
|
Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, the Reinsurer hereby designates the party named in its Interests and Liabilities Agreement, or if no party is named therein, the Office of Insurance Regulation, Commissioner of Insurance for the State of Florida or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Contract.
|
A.
|
Run-off Subscribing Reinsurer as used herein shall mean a Subscribing Reinsurer that experiences one or more of the following circumstances:
|
1.
|
A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business or has been placed under regulatory supervision or in rehabilitation; or
|
2.
|
The Subscribing Reinsurer has ceased all or substantially all of its underwriting operations; or
|
3.
|
The Subscribing Reinsurer has transferred all or substantially all of its claims-paying authority to an unaffiliated entity; or
|
4.
|
The Subscribing Reinsurer has assigned its interests or delegated its obligations under this Contract to an unaffiliated entity.
|
B.
|
Notwithstanding any other provision of this Contract, in the event a Subscribing Reinsurer becomes a Run-off Subscribing Reinsurer at any time, the Company may elect, by giving written notice to the Run-off Subscribing Reinsurer at any time thereafter, that all or any of the following shall apply to the Run-off Subscribing Reinsurer’s participation hereunder:
|
1.
|
If the Run-off Subscribing Reinsurer does not pay a claim or raise a query concerning the claim within 30 days of billing, it shall be estopped from denying such claim and must pay immediately.
|
2.
|
If payment of any claim has been received from Subscribing Reinsurers constituting at least 50% of the interests and liabilities of all Subscribing Reinsurers who participated on this Contract and who are not classified as Run-off Subscribing Reinsurers as of the due date, the Run-off Subscribing Reinsurer shall be estopped from denying
|
3.
|
Should the Run-off Subscribing Reinsurer refuse to pay claims as required by subparagraphs 1 and/or 2 above, the interest penalty specified in the Late Payments Article shall be increased by 1.0% for each 30 days that a payment is past due, subject to a maximum increase of 7.0%, it being understood that in no event shall the maximum amount exceed the amount permitted by applicable law.
|
4.
|
The Company may require the Run-off Subscribing Reinsurer to provide funding in accordance with the provisions of the Funding of Reserves Article or the Company may require that the Run-off Subscribing Reinsurer’s liability for Loss Occurrences commencing during the term of this Contract be commuted. If the Company elects to commute, the parties shall agree on the commutation amount. If the parties fail to agree within 30 days following the Company’s election of commutation, they shall appoint an actuary and/or appraiser to assess such liability and shall share equally the expense of the actuary and/or appraiser. If the Company and the Run-off Subscribing Reinsurer fail to agree on an actuary and/or appraiser within 45 days following the Company’s election of commutation, the Company and the Run-off Subscribing Reinsurer shall each nominate three individuals, of whom the other shall decline two, and the final appointment shall be made by drawing lots. None of the actuaries and/or appraisers shall have a financial interest in, nor be a current or former employee of, either of the parties to this Contract. The decision in writing of the actuary or appraiser shall be final and binding on both parties. The expense of the actuary or appraiser and of the commutation will be equally divided between the two parties. The Run-off Subscribing Reinsurer shall promptly pay the amount so determined. Payment by the Run-off Subscribing Reinsurer of the commutation amount shall constitute a full and final release of both parties under this Contract.
|
5.
|
The provisions of the Offset Article shall not apply.
|
6.
|
The provisions of the Arbitration Article shall not apply.
|
C.
|
The Company’s waiver of any rights provided in this Article shall not constitute a future waiver of that right, or any other rights, of the Company under this Contract.
|
A.
|
This Contract and any related trust agreement, letter of credit and/or special acceptance(s), shall constitute the entire agreement between the parties hereto with respect to the business reinsured hereunder and there are no understandings between the parties other than as expressed in this Contract.
|
B.
|
Any change to or modification of this Contract shall be null and void unless made by an addendum signed by both parties.
|
A.
|
This Contract (including any addenda thereto) may be executed by any of the following methods:
|
1.
|
An original written ink signature of paper documents;
|
2.
|
Facsimile or electronic copies of paper documents showing an original ink signature; and/or
|
3.
|
Electronic signature technology employing computer software and a digital signature or digitizer pad to capture a person's handwritten signature in such a manner that the signature is unique to the person signing, is under the sole control of the person signing, is capable of verification to authenticate the signature and is linked to the document signed in such a manner that if the data is changed, such signature is invalidated.
|
B.
|
The use of any of the any one or a combination of the methods set forth in paragraph A above shall constitute a valid execution of this Contract. This Contract may be executed in one or more counterparts, each of which, when duly executed, shall be deemed an original.
|
|
|
First Excess
Layer
|
|
Second Excess
Layer
|
|
Third Excess
Layer
|
|
Fourth Excess
Layer
|
Minimum Premium
|
|
|
|
|
|
|
|
|
Premium Rate
|
|
|
|
|
|
|
|
|
Deposit Premium
|
|
|
|
|
|
|
|
|
1.
|
This Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers formed for the purpose of covering Atomic or Nuclear Energy risks.
|
2.
|
Without in any way restricting the operation of paragraph (1) of this Clause, this Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly and whether as Insurer or Reinsurer, from any insurance against Physical Damage (including business interruption or consequential loss arising out of such Physical Damage) to:
|
I.
|
Nuclear reactor power plants including all auxiliary property on the site, or
|
II.
|
Any other nuclear reactor installation, including laboratories handling radioactive materials in connection with reactor installations, and "critical facilities" as such, or
|
III.
|
Installations for fabricating complete fuel elements or for processing substantial quantities of "special nuclear material", and for reprocessing, salvaging, chemically separating, storing or disposing of "spent" nuclear fuel or waste materials, or
|
IV.
|
Installations other than those listed in paragraph (2) III above using substantial quantities of radioactive isotopes or other products of nuclear fission.
|
3.
|
Without in any way restricting the operations of paragraphs (1) and (2) hereof, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance on property which is on the same site as a nuclear reactor power plant or other nuclear installation and which normally would be insured therewith except that this paragraph (3) shall not operate
|
(a)
|
where Reassured does not have knowledge of such nuclear reactor power plant or nuclear installation, or
|
(b)
|
where said insurance contains a provision excluding coverage for damage to property caused by or resulting from radioactive contamination, however caused. However on and after 1st January 1960 this sub-paragraph (b) shall only apply provided the said radioactive contamination exclusion provision has been approved by the Governmental Authority having jurisdiction thereof.
|
4.
|
Without in any way restricting the operations of paragraphs (1), (2) and (3) hereof, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, when such radioactive contamination is a named hazard specifically insured against.
|
5.
|
It is understood and agreed that this Clause shall not extend to risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Reassured to be the primary hazard.
|
6.
|
The term "special nuclear material" shall have the meaning given it in the Atomic Energy Act of 1954 or by any law amendatory thereof.
|
7.
|
Reassured to be sole judge of what constitutes:
|
(a)
|
all policies issued by the Reassured on or before 31st December 1957 shall be free from the application of the other provisions of this Clause until expiry date or 31st December 1960 whichever first occurs whereupon all the provisions of this Clause shall apply.
|
(b)
|
with respect to any risk located in Canada policies issued by the Reassured on or before 31st December 1958 shall be free from the application of the other provisions of this Clause until expiry date or 31st December 1960 whichever first occurs whereupon all the provisions of this Clause shall apply.
|
(i)
|
involves violence against one or more persons; or
|
(ii)
|
involves damage to property; or
|
(iii)
|
endangers life other than that of the person committing the action; or
|
(iv)
|
creates a risk to health or safety of the public or a section of the public; or
|
(v)
|
is designed to interfere with or to disrupt an electronic system.
|
1.
|
|
BUSINESS COVERED
|
|
|
2.
|
|
DEFINITIONS
|
|
|
3.
|
|
TERM
|
|
|
4.
|
|
TERRITORY
|
|
|
5.
|
|
EXCLUSIONS
|
|
|
6.
|
|
SPECIAL ACCEPTANCE
|
|
|
7.
|
|
RETENTION AND LIMIT
|
|
|
8.
|
|
FLORIDA HURRICANE CATASTROPHE FUND
|
|
|
9.
|
|
OTHER REINSURANCE
|
|
|
10.
|
|
LOSS NOTICES AND SETTLEMENTS
|
|
|
11.
|
|
PREMIUM
|
|
|
12.
|
|
SALVAGE AND SUBROGATION
|
|
|
13.
|
|
OFFSET
|
|
|
14.
|
|
LATE PAYMENTS
|
|
|
15.
|
|
LIABILITY OF THE REINSURER
|
|
|
16.
|
|
NET RETAINED LINES
|
|
|
17.
|
|
FUNDING OF RESERVES
|
|
|
18.
|
|
ACCESS TO RECORDS
|
|
|
19.
|
|
CONFIDENTIALITY
|
|
|
20.
|
|
ERRORS AND OMISSIONS
|
|
|
21.
|
|
CURRENCY
|
|
|
22.
|
|
TAXES
|
|
|
23.
|
|
FEDERAL EXCISE TAX
|
|
|
24.
|
|
INSOLVENCY
|
|
|
25.
|
|
ARBITRATION
|
|
|
26.
|
|
SERVICE OF SUIT
|
|
|
27.
|
|
RUN-OFF REINSURERS
|
|
|
28.
|
|
SEVERABILITY
|
|
|
29.
|
|
GOVERNING LAW
|
|
|
30.
|
|
AGENCY
|
|
|
31.
|
|
ENTIRE AGREEMENT
|
|
|
32.
|
|
MODE OF EXECUTION
|
|
|
33.
|
|
INTERMEDIARY
|
|
A.
|
“Ultimate Net Loss” as used herein shall be defined as the sum or sums (including Loss in Excess of Policy Limits, Extra Contractual Obligations, Loss Adjustment Expense, as hereinafter defined, and any Loss Adjustment Expense/fair rental value unrecoverable from the FHCF) paid or payable by the Company in settlement of claims and in satisfaction of judgments rendered on account of such claims after deduction of all salvage, all recoveries and all claims on inuring insurance or reinsurance, whether collectible or not. Nothing herein shall be construed to mean that losses under this Contract are not recoverable until the Company's Ultimate Net Loss has been ascertained.
|
B.
|
“Loss in Excess of Policy Limits” and “Extra Contractual Obligations” as used herein shall be defined as follows:
|
1.
|
“Loss in Excess of Policy Limits” shall mean 90% of any amount paid or payable by the Company in excess of its Policy limits, but otherwise within the terms of its Policy, such loss in excess of the Company's Policy limits having been incurred because of, but not limited to, failure by the Company to settle within the Policy limits or by reason of the Company's alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of an action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such an action.
|
2.
|
“Extra Contractual Obligations” shall mean 90% of any punitive, exemplary, compensatory or consequential damages paid or payable by the Company, not covered by any other provision of this Contract and which arise from the handling of any claim on business subject to this Contract, such liabilities arising because of, but not limited to, failure by the Company to settle within the Policy limits or by reason of the Company's alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of an action against its insured or reinsured or in the preparation or prosecution of an appeal consequent
|
C.
|
“Loss Adjustment Expense” as used herein shall be defined as all costs and expenses allocable to a specific claim that are incurred by the Company in the investigation, appraisal, adjustment, settlement, litigation, defense or appeal of a specific claim, regardless of how such costs and expenses are allocated for statutory reporting purposes, including but not limited to court costs and costs of supersedeas and appeal bonds, and including but not limited to a) pre-judgment interest, unless included as part of the award or judgment; b) post-judgment interest; c) legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto; d) monitoring counsel expenses; and e) a pro rata share of salaries and expenses of Company field employees, and expenses of other Company employees who have been temporarily diverted from their normal and customary duties and assigned to the field adjustment of losses covered by this Contract. Loss Adjustment Expense does not include salaries and expenses of employees, other than (e) above, and office and other overhead expenses.
|
D.
|
“Loss Occurrence” as used herein shall mean the sum of all individual losses directly occasioned by any one disaster, accident or loss or series of disasters, accidents or losses arising out of one event which occurs within the area of one state of the United States or province of Canada and states or provinces contiguous thereto and to one another. However, the duration and extent of any one “Loss Occurrence” shall be limited to all individual losses sustained by the Company occurring during any period of 168 consecutive hours arising out of and directly occasioned by the same event, except that the term “Loss Occurrence” shall be further defined as follows:
|
1.
|
As regards windstorm, hail, tornado, hurricane, cyclone, including ensuing collapse and water damage, all individual losses sustained by the Company occurring during any period of 96 consecutive hours arising out of and directly occasioned by the same event. However, the event need not be limited to one state or province or states or provinces contiguous thereto.
|
2.
|
As regards riot, riot attending a strike, civil commotion, vandalism and malicious mischief, all individual losses sustained by the Company occurring during any period of 72 consecutive hours within the area of one municipality or county and the municipalities or counties contiguous thereto arising out of and directly occasioned by the same event. The maximum duration of 72 consecutive hours may be extended in respect of individual losses which occur beyond such 72 consecutive hours during the continued occupation of an assured's premises by strikers, provided such occupation commenced during the aforesaid period.
|
3.
|
As regards earthquake (the epicenter of which need not necessarily be within the territorial confines referred to in the introductory portion of this paragraph A) and fire following directly occasioned by the earthquake, only those individual fire losses which commence during the period of 168 consecutive hours may be included in the Company's “Loss Occurrence.”
|
4.
|
As regards “freeze,” only individual losses directly occasioned by collapse, breakage of glass and water damage (caused by bursting of frozen pipes and tanks and/or melting snow or sleet) may be included in the Company's “Loss Occurrence.”
|
E.
|
“Term of this Contract” as used herein shall be defined as the period from 12:01 a.m., Eastern Time, June 1, 2014, until 12:01 a.m., Eastern Time, June 1, 2015. However, if this Contract is terminated, “Term of this Contract” as used herein shall mean the period from 12:01 a.m., Eastern Time, June 1, 2014, until the effective time and date of termination if this Contract is terminated on a cutoff basis, or through the end of the runoff period if this Contract is terminated on a runoff basis.
|
A.
|
This Contract shall become effective at 12:01 a.m., Eastern Time, June 1, 2014, with respect to losses arising out of Loss Occurrences commencing at or after that time and date, and shall remain in force until 12:01 a.m., Eastern Time, June 1, 2015, unless earlier terminated in accordance with the provisions of this Contract.
|
B.
|
If any Loss Occurrence covered hereunder is in progress at the end of any Contract Year, the Reinsurer's liability hereunder for such Contract Year shall, subject to the other terms and conditions of this Contract, be determined as if the entire Loss Occurrence had occurred prior to the end of the Contract Year, provided that no part of such Loss Occurrence is claimed against any subsequent Contract Year hereunder or renewal or replacement of this Contract.
|
C.
|
Notwithstanding the provisions of paragraph A above, the Company may require the Subscribing Reinsurer to provide funding in accordance with the provisions of the Funding of Reserves Article and/or may reduce or terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice to the Subscribing Reinsurer in the event any of the following circumstances occur:
|
1.
|
The Subscribing Reinsurer's Policyholders' surplus (or its equivalent under the Subscribing Reinsurer's accounting system) as reported in such financial statements of the Subscribing Reinsurer as designated by the Company, has been reduced by 20.0% of the amount of surplus (or the applicable equivalent) at any date during the prior 12-month period (including the 12-month period prior to the inception of this Contract); or
|
2.
|
The Subscribing Reinsurer's A.M. Best's financial strength rating has been assigned or downgraded below A- and/or its Standard & Poor's financial strength rating has been assigned or downgraded below A-; or
|
3.
|
The Subscribing Reinsurer has become (or has announced its intention to become) merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or
|
4.
|
A State Insurance Department or other legal authority having jurisdiction over the Reinsurer has ordered the Subscribing Reinsurer to cease writing business; or
|
5.
|
The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision, administration, winding-up or under a scheme of arrangement or similar proceedings (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or
|
6.
|
The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or
|
7.
|
The Subscribing Reinsurer has ceased assuming new or renewal property or casualty treaty reinsurance business; or
|
8.
|
The Subs
cribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or
|
9.
|
The Subscribing Reinsurer fails, for any reason, to comply with the provisions of the Funding of Reserves Article within the time period(s) prescribed in such Article; or
|
10.
|
There is a severance or obstruction of free and unfettered communication and/or normal commercial and/or financial intercourse between the United States of America and the country in which the Subscribing Reinsurer is incorporated or has its principal office, as a result of war, currency regulations or any circumstances arising out of political, financial or economic uncertainty.
|
D.
|
Additionally, in the event of any of the circumstances listed in paragraph C above, the Company shall have the option to commute the Subscribing Reinsurer's liability for losses arising under Policies subject to this Contract. In the event the Company and the Subscribing Reinsurer cannot agree on the net present value of the Subscribing Reinsurer's liability under such Policies, they shall appoint an independent actuary to assess such liability and shall share equally any expense of any such actuary. If the Company and the Subscribing Reinsurer cannot agree on an independent actuary, the Company and the Subscribing Reinsurer each shall nominate three individuals, of whom the other shall decline two, and the final appointment shall be made by drawing lots. Payment by the Subscribing Reinsurer of the amount of liability ascertained shall constitute a complete and final release of both parties in respect of liability arising from the Subscribing Reinsurer's participation under this Contract.
|
E.
|
If the Company elects to reduce or terminate a Subscribing Reinsurer's participation percentage in accordance with the provisions of paragraph C above, the Subscribing Reinsurer shall have no liability, as respects such reduced or terminated share, for losses arising out of Loss Occurrences commencing after the effective date of reduction or termination. Further, the reinsurance premium, including the minimum premium, if applicable, due for any Contract Year hereunder shall be prorated based on the Reinsurer's period of participation for the Contract Year and shall be paid as promptly as possible after the final Adjusted Premium is determined hereunder.
|
F.
|
The Company's option to require commutation as set forth under paragraph D above shall survive the termination or expiration of this Contract.
|
G.
|
The Company's waiver of any rights provided in this Article is not a waiver of that right or other rights at a later date.
|
H.
|
Notwithstanding the expiration or termination of this Contract or the Reinsurer's participation hereunder, the provisions of this Contract will continue to apply to all obligations and liabilities of the parties incurred hereunder to the end that all such obligations and liabilities will be fully discharged and performed.
|
1.
|
Reinsurance assumed, except as respect
s the following:
|
a.
|
Business assumed as a result of the depopulation of the Citizens Property Insurance Corportion and any successor organization of this entity and/or the Texas Windstorm Insurance Association; and/or
|
b.
|
Any business assumed from private carriers as a result of depopulations; and/or
|
c.
|
Intercompany reinsurance between the Company and its affiliates; and/or
|
d.
|
Reinsurance assumed by the Company where
the policies involved are to be reissued as Policies of the Company at the next anniversary or expiration.
|
2.
|
Financial guarantee and/or insolvency.
|
3.
|
Third party liability and medical payments business.
|
4.
|
Liability as a member, subscriber or reinsurer of any pool, syndicate or association and any combination of insurers or reinsurers formed for the purpose of covering specific perils, specific classes of business or for the purpose of insuring risks located in specific geographical areas and any assessments from Citizens Property Insurance Company and any successor organization of this entity.
|
5.
|
All liability of the Company arising by contract, operation of law, or otherwise, from its participation or membership, whether voluntary or involuntary, in any insolvency fund. “Insolvency Fund” includes any guaranty fund, insolvency fund, plan, pool, association, fund or other arrangement, however denominated, established or governed, which provides for any assessment of or payment or assumption by the Company of part or all of any claim, debt, charge, fee or other obligation of an insurer, or its successors or assigns, which has been declared by any competent authority to be insolvent, or which is otherwise deemed unable to meet any claim, debt, charge, fee or other obligation in whole or in part.
|
6.
|
Loss or liability from any pool, association or syndicate and any assessment or similar demand for payment related to the Florida Hurricane Catastrophe Fund.
|
7.
|
All Accident and Health, Fidelity, Surety, Boiler and Machinery, Workers' Compensation and Credit business.
|
8.
|
All Ocean Marine business.
|
9.
|
Flood and/or earthquake when written as such, but only as respects those Policies issued in the State of Florida.
|
10.
|
Difference in Conditions insurances and similar kinds of insurances, however styled, insofar as they may provide coverage for losses from the following causes:
|
a.
|
Flood, surface water, waves, tidal water or tidal waves, overflow of streams or other bodies of water or spray from any of the foregoing, all whether wind-driven or not, except when covering property in transit; or
|
b.
|
Earthquake, landslide, subsidence or other earth movement or volcanic eruption, except when covering property in transit.
|
11.
|
Mortgage Impairment insurances and similar kinds of insurances, however styled.
|
12.
|
All Automobile business.
|
13.
|
Loss or damage directly or indirectly occasioned by, happening through or in consequences of war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power, or confiscation or nationalization or requisition or destruction of or damage to property by or under the order of any government or public or local authority.
|
14.
|
Loss and/or damage and/or costs and/or expenses arising from seepage and/or pollution and/or contamination, other than contamination from smoke. Nevertheless, this exclusion does not preclude any payment of the cost of removal of debris of property damaged by a loss otherwise covered hereunder, subject always to a limit of 25% of the Company's property loss under the applicable original Policy.
|
15.
|
Nuclear risks as defined in the “Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance” attached to and forming part of this Contract.
|
16.
|
All liability arising out of mold, spores and/or fungus but this exclusion shall not apply to those losses which follow as a direct result of a loss caused by a peril otherwise covered hereunder.
|
17.
|
Terrorism, in accordance with the “Terrorism Exclusion Clause - Property Treaty Reinsurance - NMA2930c” attached to and forming part of this Contract.
|
B.
|
The Reinsurer shall not be required to provide cover or pay any claim or provide any benefit hereunder that would cause the Reinsurer to be in violation of any applicable trade or economic sanctions, laws or regulations.
|
C.
|
Should any judicial, regulatory or legislative entity having legal jurisdiction invalidate any exclusion on the Company's Policy, any amount of loss for which the Company is liable because of such invalidation will not be excluded hereunder.
|
D.
|
The exclusions set forth in paragraph A above, with the exception of subparagraphs 2, 4, 5, 6, 13, 15 and 17, shall not apply when they are merely incidental to the main operations or exposures of the insured, provided such main operations or exposures are also covered by the Company and are not themselves excluded from the scope of this Contract. The Company will be the sole judge of what is “incidental.”
|
E.
|
Should the Company, by reason of an inadvertent act, error or omission, be bound to afford coverage excluded hereunder or should an existing insured extend its operations to include coverage excluded hereunder, the Reinsurer shall waive the exclusion(s) set forth in paragraph A above, with the exception of subparagraphs 2, 4, 5, 6, 13, 15 and 17. The duration of said waiver shall not extend beyond the time that notice of such coverage has been received by the responsible underwriting authority of the Company plus the minimum time period thereafter for the Company to terminate such coverage.
|
A.
|
The Company shall retain and be liable for the first $10,000,00 of Ultimate Net Loss arising out of each Loss Occurrence. The Reinsurer shall then be liable (subject to the provisions of paragraph B below) for the amount by which such Ultimate Net Loss exceeds the Company’s retention, but the liability of the Reinsurer shall not exceed $15,000,000 as respects any one Loss Occurrence, nor shall it exceed $15,000,000 in all during the Term.
|
B.
|
Notwithstanding the provisions of paragraph A above, no claim shall be made hereunder unless and until the Company’s Subject Excess Losses arising out of Loss Occurrences commencing during the Term exceed $15,000,000. “Subject Excess Losses” as used herein shall mean losses which would be recoverable from the Reinsurer under the provisions of paragraph A above, were it not for the provisions of this paragraph. The Company shall retain this amount in addition to its initial retention under paragraph A above.
|
A.
|
The Company shall purc
hase mandatory coverage from the Florida Hurricane Catastrophe Fund (hereinafter referred to as the “FHCF”)
with the following provisional limit and retention:
|
B.
|
Any loss reimbursement paid or payable to the Company for the Mandatory Layer provided by the FHCF and resulting from Loss Occurrences commencing during the any Contract Year, shall inure to the benefit of this Contract whether collectible or not, and shall be deemed paid to the Company in accordance with the reimbursement contract between the Company and the SBA at the projected payou
t multiple set forth therein as of the date hereof (calculated based on a claims paying capacity of the FHCF of $17,000,000,000 and will be deemed not to be reduced by any subsequent recalculation of the projected payout multiple or the final payout multiple due to any reduction or exhaustion of the FHCF's claims-paying capacity).
|
C.
|
Prior to final calculation of the Company's FHCF retention and payout for any Contract Year for the Mandatory Layer coverage provided by the reimbursement contract between the Company and the SBA, the Reinsurer's liability for the Contract Year will be calculated provisionally based on the projected FHCF payout for the Contract Year and in accordance with paragraphs A and B above. Following the FHCF's final calculation of the payout for the Contract Year for the Mandatory Layer provided by the reimbursement contract, the Ultimate Net Loss for the Contract Year will be recalculated. If, as a result of such calculation, the loss to the Reinsurer hereunder in any one Loss Occurrence is less than the amount previously paid by the Reinsurer, the Company shall promptly remit the difference to the Reinsurer. If the loss to the Reinsurer hereunder in any one Loss Occurrence is greater than the amount previously paid by the Reinsurer, the Reinsurer shall promptly remit the difference to the Company.
|
D.
|
If an FHCF reimbursement amount is based on the Company's losses in more than one Loss Occurrence commencing during any Contract Year and the FHCF does not designate the amount allocable to each Loss Occurrence, the FHCF reimbursement amount shall be prorated in the proportion that the Company's losses in each Loss Occurrence bear to the Company's total losses arising out of all Loss Occurrences during the Contract Year to which the FHCF reimbursement applies.
|
A.
|
Whenever losses sustained by the Company appear likely, in the Company's opinion, to result in a claim hereunder, the Company shall notify the Reinsurer.
|
B.
|
The Company alone and in its sole discretion shall adjust, settle or compromise all claims and losses hereunder.
|
C.
|
Loss payments, whether made by the Company as a result of adjustment, settlement or compromise, provided they are within the terms of this Contract, shall be binding on the Reinsurer. The Reinsurer shall pay within 10 business days to the Company its share of amounts due upon receipt of reasonable evidence of the amount paid (or scheduled to be paid) by the Company.
|
A.
|
As provisional premium for the reinsurance coverage provided by this Contract, the Company shall pay the Reinsurer a deposit premium of $3,450,000 in three installments
.
Each of the first three installments shall be an amount equal to $862,500
,
and is due on July 1 and October 1 of 2014, and January 1, 2015
. However, in the event this Contract is terminated, there shall be no deposit premium installments due after the effective date of termination.
|
B.
|
No later than April 1, 2015 (or as promptly as possible following the date of termination in the
event
this Contract is terminated prior to April 1, 2015), the Company shall provide a report to the Reinsurer setting forth the Adjusted Premium due hereunder, and any additional premium due the Reinsurer or return premium due the Company shall be remitted promptly.
|
C.
|
“Adjusted Premium” as used herein shall be determined as follows:
|
1.
|
The Company’s Adjusted Premium will be equal to $3,450,000 provided the Adjusted TIV is greater than or equal to 90% of Provisional TIV, but not greater than 110% of Provisional TIV.
|
2.
|
However, in the event:
|
a.
|
Adjusted TIV is greater than 110% of Provisional TIV, the Company’s Adjusted Premium will equal 0.00354% of the Company’s Adjusted TIV, less 10% of $3,450,000; or
|
b.
|
Adjusted TIV is less than 90% of Provisional TIV, the Company’s Adjusted Premium will be equal to the greater of the following:
|
A.
|
The Reinsurer shall be credited with salvage or subrogation recoveries (i.e., reimbursement obtained or recovery made by the Company) on account of claims and settlements involving reinsurance hereunder. Recoveries therefrom shall always be used to reimburse the excess carriers in the reverse order of their priority according to their participation before being used in any way to reimburse the Company for its primary loss. The Company hereby agrees to enforce its rights to salvage and subrogation relating to any loss, a part of which loss was sustained by the Reinsurer, and to prosecute all claims arising out of such rights, provided it is economically reasonable, in the Company’s opinion, to do so.
|
B.
|
The expense incurred by the Company in pursuing any such reimbursement or recovery (excluding salaries of officials and employees of the Company and sums paid to attorneys as retainer) shall be borne by each party in proportion to its benefit (if any) from the recovery. If the recovery expense exceeds the amount recovered, the amount recovered (if any) shall be applied to the reimbursement of recovery expense incurred by the Company, and the remaining expense as well as any originally incurred Loss Adjustment Expense shall be included in the Company’s Ultimate Net Loss.
|
A.
|
The provisions o
f this Article shall not be implemented unless specifically invoked, in writing, by one of the parties to this Contract.
However, any Subscribing Reinsurer that has its share terminated in accordance with the provisions of paragraph C of the Term Article shall not be allowed to implement the provisions of this Article against the Company.
|
B.
|
In the event any premium, loss or other payment due either party is not received by the intermediary named in the Intermediary Article (hereinafter referred to as the “Intermediary”) by the payment due date, the party to whom payment is due may, by notifying t
he Intermediary in writing, require the debtor party to pay, and the debtor party agrees to pay, an interest penalty on the amount past due calculated for each such payment on the last business day of each month as follows:
|
1.
|
The number of full days which have expired since the due date or the last monthly calculation, whichever the lesser; times
|
2.
|
1/365
th
of the U.S. prime rate as quoted in
The Wall Street Journal
on the first business day of the month for which the calculation is made plus 3%; times
|
3.
|
The a
mount past due, including accrued interest.
|
C.
|
The establishment of the due date shall, for purposes of this Article, be determined as follows:
|
1.
|
As respects the payment of routine deposits and premiums due the Reinsurer, the due date shall be as provided for in the applicable section of this Contract. In the event a due date is not specifically stated for a given payment, it shall be deemed due 30 days after the date of transmittal by the Intermediary of the initial billing for each such payment.
|
2.
|
Any claim or loss payment due the Company hereunder shall be deemed due 10 business days after the proof of loss or demand for payment is transmitted to the Reinsurer. If such loss or claim payment is not received within the 10 business days, interest will accrue on the payment or amount overdue in accordance with paragraph B of this Article, from the date the proof of loss or demand for payment was transmitted to the Reinsurer.
|
3.
|
As respects any payment, adjustment or return due either party not otherwise provided for in subparagraphs 1 and 2 of this paragraph, the due date shall be as provided for in the applicable section of this Contract. In the event a due date is not specifically stated for a given payment, it shall be deemed due 10 business days following transmittal of written notification that the provisions of this Article have been invoked.
|
D.
|
For purposes of interest calculations only, amounts due hereunder shall be deemed paid upon receipt by the Intermediary.
|
E.
|
Nothing herein shall be construed as limiting or prohibiting the Reinsurer from contesting the validity of any claim, or from participating in the defense of any claim or suit, or prohibiting either party from contesting the validity of any payment or from initiating any arbitration or other proceeding in accordance with the provisions of this Contract. If the debtor party prevails in an arbitration or other proceeding, then any interest penalties due hereunder on the amount in dispute shall be null and void. If the debtor party loses in such proceeding, then the interest penalty on the amount determined to be due hereunder shall be calculated in accordance with the provisions set forth above unless otherwise determined by such proceedings. If a debtor party advances payment of any amount it is contesting, and proves to be correct in its contestation, either in whole or in part, the other party shall reimburse the debtor party for any such excess payment made plus interest on the excess amount calculated in accordance with this Article.
|
A.
|
The liability of the Reinsurer shall follow that of the Company in every case and be subject in all respects to all of the general and specific stipulations, clauses, waivers, interpretations and modifications of the Company's Policies and any endorsements thereto. However, in no event shall this be construed in any way to provide coverage outside the terms and conditions set forth in this Contract.
|
B.
|
Nothing herein shall in any manner create any obligations or establish any rights against the Reinsurer in favor of any third party or any persons not parties to this Contract.
|
A.
|
This Contract applies only to that portion of any Policy which the Company retains net for its own account (prior to deduction of any reinsurance which inures solely to the benefit of the Company), and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which this Contract attaches, only loss or losses in respect of that portion of any Policy which the Company retains net for its own account shall be included.
|
B.
|
The amount of the Reinsurer's liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the Company to collect from any other reinsurer(s), whether specific or general, any amounts which may have become due from such reinsurer(s), whether such inability arises from the insolvency of such other reinsurer(s) or otherwise.
|
A.
|
As regards Policies or bonds issued by the Company coming within the scope of this Contract, the Company agrees that when it shall file with the insurance regulatory authority or set up on its books reserves for unearned premium or losses covered hereunder, or any other outstanding balances which it shall be required by law to set up, it will forward to the Reinsurer a statement showing the proportion of such reserves which is applicable to the Reinsurer. The Reinsurer hereby agrees to fund its share of any unearned premium (including, but not limited to, the unearned portion of any deposit premium installment as determined by the Company), known outstanding losses and Loss Adjustment Expense that have been reported to the Reinsurer, losses and Loss Adjustment Expense paid by the Company but not recovered from the Reinsurer, including all case reserves plus any reasonable amount estimated to be unreported from known Loss Occurrences, plus any other outstanding balances owed to the Company (hereinafter referred to as “Reinsurer Obligations”) by funds withheld, cash advances, Letter of Credit or a Trust Agreement which meets the requirements of the Florida Insurance Laws and Regulations and are acceptable to the Company. The Reinsurer shall have the option to fund in another manner if the method and form thereof is acceptable to the Company and the insurance regulatory authorities having jurisdiction over the Company's reserves.
|
B.
|
When funding by a Letter of Credit, the Reinsurer agrees to apply for and secure timely delivery to the Company of a clean, irrevocable and unconditional Letter of Credit issued by a bank meeting the NAIC Securities Valuation Office credit standards for issuers of Letters of Credit and containing provisions acceptable to the insurance regulatory authorities having jurisdiction over the Company's reserves in an amount equal to the Reinsurer's Obligations. Such Letter of Credit shall be issued for a period of not less than one year, and shall contain an “evergreen” clause, which automatically extends the term for one year from its date of expiration or any future expiration date, unless 30 days (or 60 days where required by insurance regulatory authorities) prior to any expiration date the issuing bank shall notify the Company by certified or registered mail that the issuing bank elects not to consider the Letter of Credit extended for any additional period.
|
C.
|
The Reinsurer and the Company agree that the Letters of Credit or other funding provided by the Reinsurer pursuant to the provisions of this Contract may be drawn upon at any time, notwithstanding any other provision of this Contract, and be utilized by the Company or any successor, by operation of law, of the Company including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Company for the following purposes, unless otherwise provided for in a separate Trust Agreement:
|
1.
|
To reimburse the Company for the Reinsurer's Obligations, the payment of which is due under the terms of this Contract and which has not been otherwise paid;
|
2.
|
To make refund of any sum which is in excess of the actual amount required to pay the Reinsurer's Obligations (or in excess of 102% of the Reinsurer's Obligations if funding is provided by a Trust Agreement) under this Contract;
|
3.
|
To fund an account with the Company for the Reinsurer's Obligations. Such cash deposit shall be held in an interest bearing account separate from the Company's other assets, and interest thereon not in excess of the U.S. prime rate shall accrue to the benefit of the Reinsurer;
|
4.
|
To pay the Reinsurer's share of any other amounts the Company claims are due under this Contract.
|
D.
|
The issuing bank shall have no responsibility whatsoever in connection with the propriety of withdrawals made by the Company or the disposition of funds withdrawn, except to ensure that withdrawals are made only upon the order of properly authorized representatives of the Company.
|
E.
|
At annual intervals, or more frequently as agreed but never more frequently than quarterly, the Company shall prepare a specific statement of the Reinsurer's Obligations, for the sole purpose of amending the Letter of Credit or other method of funding, in the following manner:
|
1.
|
If the statement shows that the Reinsurer's Obligations exceed the balance of the Letter of Credit as of the statement date, the Reinsurer shall, within 30 days after receipt of notice of such excess, secure delivery to the Company of an amendment to the Letter of Credit increasing the amount of credit by the amount of such difference. Should another method of funding be used, the Reinsurer shall increase such funding by the amount of the difference set forth in the statement within 30 days after receipt of the statement.
|
2.
|
If, however, the statement shows that the Reinsurer's Obligations are less than the balance of the Letter of Credit (or that 102% of the Reinsurer's Obligations are less than the Trust Account balance if funding is provided by a Trust Agreement) as of the statement date, the Company shall, within 30 days after receipt of written request from the Reinsurer, release such excess credit by agreeing to secure an amendment to the Letter of Credit reducing the amount of credit available by the amount of such excess credit. Should another method of funding be used, the Company shall decrease such funding by the amount of the difference set forth in the statement within 30 days after receipt of the statement.
|
F.
|
Should the Subscribing Reinsurer be in breach of its obligations under this Article, or any Trust Agreement that the Subscribing Reinsurer enters into to collateralize the Reinsurer's Obligations hereunder, notwithstanding anything to the contrary elsewhere in this Contract, including but not limited to the Arbitration Article, the Company may seek immediate relief in respect of said breach from any court sitting in Pinellas County, Florida having competent jurisdiction of the parties hereto or the state and federal courts having jurisdiction for disputes from Pinellas County, as determined by the Company, and the parties consent to jurisdiction of such court. The Subscribing Reinsurer agrees that in addition to obeying the order of such court, it will bear all costs, including reasonable attorneys' fees and court costs, incurred by the Company in seeking the relief sought from such breach. In the alternative, at the sole discretion of the Company, the Company may elect to demand arbitration of such dispute pursuant to the provisions of the Arbitration Article hereunder.
|
A.
|
The Reinsurer hereby acknowledges that the terms and conditions of this Contract, documents, information and data provided to it by the Company, whether directly or through an authorized agent, during the course of negotiation, administration, and performance of this Contract (hereinafter referred to as “confidential information”) are proprietary and confidential to the Company. Confidential information shall not include documents, information or data that the Reinsurer can show:
|
1.
|
Are publicly available or have become publicly available through no unauthorized act of the Reinsurer;
|
2.
|
Have been rightfully received from a third person without obligation of confidentiality; or
|
3.
|
Were known by the Reinsurer prior to the placement of this Contract without an obligation of confidentiality.
|
B.
|
Absent the written consent of the Company, the Reinsurer shall not disclose any confidential information to any third parties, including any affiliated companies, except:
|
1.
|
When required by retrocessionaires subject to the business ceded to this Contract;
|
2.
|
When required by regulators performing an audit of the Reinsurer's records and/or financial condition;
|
3.
|
When required by external auditors performing an audit of the Reinsurer's records in the normal course of business; or
|
4.
|
When required by courts or arbitrators in connection with an actual or potential dispute hereunder.
|
C.
|
Notwithstanding the above, in the event the Reinsurer is required by court order, other legal process or any regulatory authority to release or disclose any or all of the confidential information, the Reinsurer agrees to provide the Company with written notice of same at least 10 days prior to such release or disclosure and to use its best efforts to assist the Company in maintaining the confidentiality provided for in this Article.
|
D.
|
The provisions of this Article shall extend to the officers, directors, shareholders and employees of the Reinsurer and its affiliates, and shall be binding upon their successors and assigns.
|
A.
|
Whenever the word “Dollars” or the “$” sign appears in this Contract, it shall be construed to mean United States Dollars and all transactions under this Contract shall be in United States Dollars.
|
B.
|
Amounts paid or received by the Company in any other currency shall be converted to United States Dollars at the rate of exchange at the date such transaction is entered on the books of the Company.
|
A.
|
The Reinsurer has agreed to allow for the purpose of paying the Federal Excise Tax the applicable percentage of the premium payable hereon (as imposed under Section 4371 of the Internal Revenue Code) to the extent such premium is subject to the Federal Excise Tax.
|
B.
|
In the event of any return of premium becoming due hereunder the Reinsurer will deduct the applicable percentage from the return premium payable hereon and the Company or its agent should take steps to recover the tax from the United States Government.
|
A.
|
If more than one reinsured company is included within the definition of “Company” hereunder, this Article shall apply individually to each such company.
|
B.
|
In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, with reasonable provision for verification, on the basis of the liability of the Company or on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.
|
C.
|
Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.
|
D.
|
It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee or other party as more specifically limited by any statute or regulation applicable hereto, of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. However, the exceptions provided in (1) and (2) above shall apply only to the extent that applicable statutes or regulations specifically permit such exceptions.
|
A.
|
Binding Arbitration.
Except as may be elected by the Company pursuant to paragraph F of the Funding of Reserves Article of this Contract, any dispute relating in any way to the formation, scope, implementation, performance or enforcement of this Contract, or which arises out of or relates to this Contract, shall be resolved through binding arbitration in accordance with this Article. The provisions of this Article are intended to control in the event that other provisions of this Contract or of any other contract are in conflict with the provisions of this Article. No provision of this Contract or of any other contract or understanding shall result in the provisions of this Article being interpreted as being permissive or optional.
|
B.
|
Initiation of Arbitration
. To initiate arbitration, a party to this Contract shall notify the other party in writing by certified or registered mail, return receipt requested, of its desire to arbitrate. The notice shall refer to this Article of the Contract and state the nature of the dispute and the remedy sought. The Party to which the notice is sent shall respond to it in writing within 10 business days after receipt thereof.
|
C.
|
Arbitrator Appointment Process
. The dispute shall be resolved by a panel of three arbitrators. Subject to the qualification requirements set forth in the following sections, each Party shall, by e-mail to the other Party or its counsel, appoint one of the arbitrators within 30 days after the notification of initiation of arbitration is received. If a Party fails to appoint an arbitrator within such 30 days, the other Party may appoint the second arbitrator.
|
D.
|
Umpire Selection Process
. Within 30 calendar days after the date of the e-mail naming them as an arbitrator, the two party-appointed arbitrators shall each provide the other by e-mail the names of three candidates for the third arbitrator, who shall act as umpire, chairing the arbitration panel. If a party-appointed arbitrator fails timely to provide such names, subject to the disqualification of candidates for conflicts disclosed on an umpire questionnaire, the umpire may be selected by the party-appointed arbitrator who timely submitted umpire candidate names. Each named candidate shall be asked to complete and return, within 10 business days, a questionnaire similar to the Neutral Selection Questionnaire found on the ARIAS-US website. If a candidate fails to return a fully completed umpire questionnaire postmarked in the 10 business days provided, the name of that candidate shall be stricken from the list and not considered further. Any candidate whose responses in the questionnaire indicate a conflict of interest shall be disqualified from consideration as umpire, but may be replaced by another candidate by the party which named the disqualified candidate within five business days. Substitute candidates shall be subject to the questionnaire process set forth above. If the party-appointed arbitrators do not, within 20 business days of the return of the completed umpire questionnaires, agree on an umpire from among the persons named and not disqualified by the questionnaires, then within a further period of 10 business days, each party-named arbitrator shall strike two names from those suggested by the other party-appointed arbitrator (or strike a lesser number if necessary to leave one name pending proposed by each Party), and the umpire shall be selected from the remaining two candidates (one of whom being designated as the “even” candidate, and one the “odd” candidate), using the first digit to the left of the decimal point of the closing Dow industrial average on the next business day (said digit being either “even” or “odd”), subject to the provisions of this Article.
|
E.
|
Arbitrator Qualifications
. Each of the two party-appointed arbitrators (1) shall be a current or former officer of a property and casualty insurance or reinsurance company, (2) shall have not less than 10 years' experience with property insurance or reinsurance, and (3) shall not be a current or former employee, officer, or director of a Party or any of their respective affiliates. The umpire (a) shall be a current or former officer of a property and casualty insurance or reinsurance company, (b) shall have not less than 10 years' experience in property and casualty insurance or reinsurance, and (c) shall not be a current or former employee, officer, or director of a Party or any of their respective affiliates. If an appointed arbitrator or umpire dies, develops a conflict of interest, becomes disabled or is otherwise unable or unwilling to serve, a substitute shall be selected in the same manner as the departing member was chosen, and the arbitration shall continue.
|
F.
|
Place and Time; Procedure
. Within 30 calendar days after both arbitrators and the umpire have been appointed or selected, the panel shall hold an organizational meeting to determine and notify the Parties of the procedure to be filed, what discovery will be permitted and the date of the final hearing. The arbitration hearing and any pre-hearing conferences shall be held in St. Petersburg, Florida, on the date(s) fixed by the arbitrators, provided that the arbitrators may call for pre-hearing conferences by means of teleconference or videoconference as they may deem appropriate. The arbitrators shall establish pre-hearing and hearing procedures as warranted by the facts and issues of the dispute. The arbitrators may consider any relevant evidence and shall give the evidence such weight as they deem appropriate after consideration of any objections raised. Each Party may examine any witnesses who testify at the arbitration hearing. The arbitrators may allow discovery limited to that discovery reasonably necessary to facilitate the effective presentation of the dispute to the arbitrators. If the arbitrators elect to allow discovery, they shall distribute a discovery plan which shall set forth the scope of permissible discovery and the time frame during which discovery shall be conducted. All arbitration proceedings shall be conducted in the English language. The arbitrators shall base their decision on the terms and conditions of this Contract and applicable law. The arbitrators shall decide all substantive and procedural issues by majority vote. The arbitration proceedings and the outcome thereof shall be kept strictly confidential. The panel is empowered to grant interim relief as it may deem appropriate. If the reinsurance agreement is accompanied by any collateral requirements, the panel shall enforce the collateral requirements pending the final hearing.
|
G.
|
Costs
. Each party shall bear the cost of the arbitrators appointed by it, and shall jointly and severally bear the cost of the umpire. The remaining costs of arbitration shall be allocated by the panel as part of its final award. The arbitrators may not award attorneys' fees to any Party.
|
H.
|
Award
. The award of the arbitration panel shall be in writing and shall be binding upon the Parties. If either Party fails to carry out any aspect of the award, the other Party may seek enforcement of the award in a court of competent jurisdiction, as specified in this Contract, under the Federal Arbitration Act.
|
I.
|
Consolidation
. Any claims asserted by a Party against the other Party with respect to this Contract or any agreement related to this Contract or the reinsurance program to which this Contract pertains shall be asserted in a single arbitration proceeding, and it is agreed that if such claims are asserted in more than one arbitration proceeding, that the claims shall be consolidated in a single arbitration proceeding, to be heard by the first arbitration panel that is appropriately selected and constituted. The Parties further agree that any arbitration under this Contract shall, at the sole option of either Party, be consolidated with any other arbitration relating to the reinsurance program to which this Contract pertains.
|
J.
|
Alternative Expedited Arbitration
.
|
1.
|
Notwithstanding the foregoing provisions of this Article, in the event an amount in dispute hereunder is $1,000,000 or less, the parties will submit to an expedited arbitration process with the use of a single arbitrator. The arbitrator will be chosen in accordance with the procedures for selecting an arbitrator in force on the date the arbitration is demanded, established by the AIDA Reinsurance and Insurance Arbitration Society - U.S. (ARIAS), using that organization's Enhanced Umpire Selection program, or any similar program, limiting the potential arbitrators to persons satisfying the qualifications set forth in paragraph E of this Article.
|
2.
|
Each party's case will be submitted to the arbitrator within 100 calendar days of the date of determination of the arbitrator. Discovery will be limited to exchanging only those documents directly relating to the issue in dispute, subject to a limit of two discovery depositions from each party, unless otherwise authorized by the arbitrator upon a showing of good cause.
|
3.
|
Within 120 calendar days of the date of determination of the arbitrator, the hearing will be completed and a written award will be issued by the arbitrator. As the parties agree that time is of the essence, the sole arbitrator does not have the authority to lengthen the schedule, absent agreement of both parties. The arbitrator will have all the powers conferred on the arbitration panel as hereinabove provided and the terms of this Article not otherwise specifically altered by the terms of this paragraph J will apply.
|
A.
|
This Article will not be read to conflict with or override the obligations of the parties to arbitrate their disputes as provided for in the Arbitration Article. This Article is intended as an aid to compelling arbitration or enforcing such arbitration or arbitral award, not as an alternative to the Arbitration Article for resolving disputes arising out of this Contract.
|
B.
|
The parties agree that the state and federal courts located in Pinellas County, Florida
or state and federal courts having jurisdiction for disputes from Pinellas County, are the courts of competent personal and subject matter jurisdiction and are the proper venue for any court proceedings permitted under this Article or under this Contract. The parties further agree not to assert, by way of motion, as a defense, or otherwise in any such proceeding, that the venue of the suit is improper or that the agreement or the subject matter may not be enforced by such courts.
|
C.
|
In the event the Reinsurer fails to pay any amount claimed to be due hereunder or otherwise fails to perform its obligations hereunder, the Reinsurer, at the request of the Company, will submit to the jurisdiction of the state or federal courts in Pinellas County, Florida or the state and federal courts having jurisdiction for disputes from Pinellas County, as determined by the Company. The Reinsurer will comply with all requirements necessary to give said court jurisdiction and, in any suit instituted against the Reinsurer upon this Contract, will abide by the final decision of such court or of any appellate court in the event of an appeal.
|
D.
|
Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, the Reinsurer hereby designates the party named in its Interests and Liabilities Agreement, or if no party is named therein, the Office of Insurance Regulation, Commissioner of Insurance for the State of Florida or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Contract.
|
A.
|
“Run-off Subscribing Reinsurer” as used herein shall mean a Subscribing Reinsurer that experiences one or more of the following circumstances:
|
1.
|
A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business or has been placed under regulatory supervision or in rehabilitation; or
|
2.
|
The Subscribing Reinsurer has ceased all or substantially all of its underwriting operations; or
|
3.
|
The Subscribing Reinsurer has transferred all or substantially all of its claims-paying authority to an unaffiliated entity; or
|
4.
|
The Subscribing Reinsurer has assigned its interests or delegated its obligations under this Contract to an unaffiliated entity.
|
B.
|
Notwithstanding any other provision of this Contract, in the event a Subscribing Reinsurer becomes a Run-off Subscribing Reinsurer at any time, the Company may elect, by giving written notice to the Run-off Subscribing Reinsurer at any time thereafter, that all or any of the following shall apply to the Run-off Subscribing Reinsurer’s participation hereunder:
|
1.
|
If the Run-off Subscribing Reinsurer does not pay a claim or raise a query concerning the claim within 30 days of billing, it shall be estopped from denying such claim and must pay immediately.
|
2.
|
If payment of any claim has been received from Subscribing Reinsurers constituting at least 50% of the interests and liabilities of all Subscribing Reinsurers who participated on this Contract and who are not classified as Run-off Subscribing Reinsurers as of the due date, the Run-off Subscribing Reinsurer shall be estopped from denying such claim and must pay within 10 days following transmittal to the Run-off Subscribing Reinsurer of written notification of such payments.
|
3.
|
Should the Run-off Subscribing Reinsurer refuse to pay claims as required by subparagraphs 1 and/or 2 above, the interest penalty specified in the Late Payments Article shall be increased by 1.0% for each 30 days that a payment is past due, subject to a maximum increase of 7.0%, it being understood that in no event shall the maximum amount exceed the amount permitted by applicable law.
|
4.
|
The Company may require the Run-off Subscribing Reinsurer to provide funding in accordance with the provisions of the Funding of Reserves Article or the Company may require that the Run-off Subscribing Reinsurer’s liability for Loss Occurrences commencing during the term of this Contract be commuted. If the Company elects to commute, the parties shall agree on the commutation amount. If the parties fail to agree within 30 days following the Company’s election of commutation, they shall appoint an actuary and/or appraiser to assess such liability and shall share equally the expense of the actuary and/or appraiser. If the Company and the Run-off Subscribing Reinsurer fail to agree on an actuary and/or appraiser within 45 days following the Company’s election of commutation, the Company and the Run-off Subscribing Reinsurer shall each nominate three individuals, of whom the other shall decline two, and the final appointment shall be made by drawing lots. None of the actuaries and/or appraisers shall have a financial interest in, nor be a current or former employee of, either of the parties to this Contract. The decision in writing of the actuary or appraiser shall be final and binding on both parties. The expense of the actuary or appraiser and of the commutation will be equally divided between the two parties. The Run-off Subscribing Reinsurer shall promptly pay the amount so determined. Payment by the Run-off Subscribing Reinsurer of the commutation amount shall constitute a full and final release of both parties under this Contract.
|
5.
|
The provisions of the Offset Article shall not apply.
|
6.
|
The provisions of the Arbitration Article shall not apply.
|
C.
|
The Company’s waiver of any rights provided in this Article shall not constitute a future waiver of that right, or any other rights, of the Company under this Contract.
|
A.
|
This Contract and any related trust agreement, letter of credit and/or special acceptance(s), shall constitute the entire agreement between the parties hereto with respect to the business reinsured hereunder and there are no understandings between the parties other than as expressed in this Contract.
|
B.
|
Any change to or modification of this Contract shall be null and void unless made by an addendum signed by both parties.
|
A.
|
This Contract (including any addenda thereto) may be executed by any of the following methods:
|
1.
|
An original written ink signature of paper documents;
|
2.
|
Facsimile or electronic copies of paper documents showing an original ink signature; and/or
|
3.
|
Electronic signature technology employing computer software and a digital signature or digitizer pad to capture a person's handwritten signature in such a manner that the signature is unique to the person signing, is under the sole control of the person signing, is capable of verification to authenticate the signature and is linked to the document signed in such a manner that if the data is changed, such signature is invalidated.
|
B.
|
The use of any of the any one or a combination of the methods set forth in paragraph A above shall constitute a valid execution of this Contract. This Contract may be executed in one or more counterparts, each of which, when duly executed, shall be deemed an original.
|
1.
|
This Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers formed for the purpose of covering Atomic or Nuclear Energy risks.
|
2.
|
Without in any way restricting the operation of paragraph (1) of this Clause, this Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly and whether as Insurer or Reinsurer, from any insurance against Physical Damage (including business interruption or consequential loss arising out of such Physical Damage) to:
|
I.
|
Nuclear reactor power plants including all auxiliary property on the site, or
|
II.
|
Any other nuclear reactor installation, including laboratories handling radioactive materials in connection with reactor installations, and "critical facilities" as such, or
|
III.
|
Installations for fabricating complete fuel elements or for processing substantial quantities of "special nuclear material", and for reprocessing, salvaging, chemically separating, storing or disposing of "spent" nuclear fuel or waste materials, or
|
IV.
|
Installations other than those listed in paragraph (2) III above using substantial quantities of radioactive isotopes or other products of nuclear fission.
|
3.
|
Without in any way restricting the operations of paragraphs (1) and (2) hereof, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance on property which is on the same site as a nuclear reactor power plant or other nuclear installation and which normally would be insured therewith except that this paragraph (3) shall not operate
|
(a)
|
where Reassured does not have knowledge of such nuclear reactor power plant or nuclear installation, or
|
(b)
|
where said insurance contains a provision excluding coverage for damage to property caused by or resulting from radioactive contamination, however caused. However on and after 1st January 1960 this sub-paragraph (b) shall only apply provided the said radioactive contamination exclusion provision has been approved by the Governmental Authority having jurisdiction thereof.
|
4.
|
Without in any way restricting the operations of paragraphs (1), (2) and (3) hereof, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, when such radioactive contamination is a named hazard specifically insured against.
|
5.
|
It is understood and agreed that this Clause shall not extend to risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Reassured to be the primary hazard.
|
6.
|
The term "special nuclear material" shall have the meaning given it in the Atomic Energy Act of 1954 or by any law amendatory thereof.
|
7.
|
Reassured to be sole judge of what constitutes:
|
(a)
|
all policies issued by the Reassured on or before 31st December 1957 shall be free from the application of the other provisions of this Clause until expiry date or 31st December 1960 whichever first occurs whereupon all the provisions of this Clause shall apply.
|
(b)
|
with respect to any risk located in Canada policies issued by the Reassured on or before 31st December 1958 shall be free from the application of the other provisions of this Clause until expiry date or 31st December 1960 whichever first occurs whereupon all the provisions of this Clause shall apply.
|
(i)
|
involves violence against one or more persons; or
|
(ii)
|
involves damage to property; or
|
(iii)
|
endangers life other than that of the person committing the action; or
|
(iv)
|
creates a risk to health or safety of the public or a section of the public; or
|
(v)
|
is designed to interfere with or to disrupt an electronic system.
|
GENERAL ARTICLES
|
Page
|
|||
|
|
|
|
|
Article I
|
|
SCOPE OF AGREEMENT
|
|
|
Article II
|
|
PARTIES TO THE AGREEMENT
|
|
|
Article III
|
|
MANAGEMENT OF CLAIMS AND LOSSES
|
|
|
Article IV
|
|
RECOVERIES
|
|
|
Article V
|
|
PREMIUM REPORTS AND REMITTANCES
|
|
|
Article VI
|
|
ERRORS AND OMISSIONS
|
|
|
Article VII
|
|
SPECIAL ACCEPTANCES
|
|
|
Article VIII
|
|
RESERVES AND TAXES
|
|
|
Article IX
|
|
OFFSET
|
|
|
Article X
|
|
INSPECTION OF RECORDS
|
|
|
Article XI
|
|
TRIA INUREMENT
|
|
|
Article XII
|
|
ARBITRATION
|
|
|
Article XIII
|
|
INSOLVENCY OF THE COMPANY
|
|
|
Article XIV
|
|
SEVERABILITY
|
|
|
Article XV
|
|
GOVERNING LAW
|
|
|
Article XVI
|
|
ENTIRE AGREEMENT
|
|
|
Article XVII
|
|
MODE OF EXECUTION
|
|
|
|
|
|
|
|
EXHIBIT A - EXCESS OF LOSS REINSURANCE (Per Risk) of Property Business
|
||||
|
|
|
|
|
Section 1
|
|
BUSINESS SUBJECT TO THIS EXHIBIT
|
|
A-
1
|
Section 2
|
|
COMMENCEMENT
|
|
A-
1
|
Section 3
|
|
LIABILITY OF THE REINSURER
|
|
A-
1
|
Section 4
|
|
DEFINITIONS
|
|
A-
2
|
Section 5
|
|
EXCLUSIONS
|
|
A-
6
|
Section 6
|
|
OTHER REINSURANCE
|
|
A-
9
|
Section 7
|
|
REINSURANCE PREMIUM
|
|
A-
9
|
Section 8
|
|
AUTOMATIC REINSTATEMENT
|
|
A-
9
|
Section 9
|
|
REPORTS AND REMITTANCES
|
|
A-
10
|
Section 10
|
|
TERMINATION
|
|
A-
11
|
|
|
|
|
|
ATTACHMENT
|
||||
|
|
|
|
|
NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE - USA N.M.A. 1119
|
(a)
|
Financial assistance provided under the Act to the Company and its affiliates, if any, (as "affiliate" is defined in the Act) with respect to all "insured loss" that applies to each "program year", as defined in the Act; and
|
(b)
|
Amounts recoverable by the Company and its affiliates, if any, under all reinsurance which the Company and its affiliates, if any, purchase, including but not limited to this
|
(a)
|
By an original written ink signature of paper documents; or
|
(b)
|
By an exchange of facsimile copies or digitally scanned copies showing the original written ink signature of paper documents; or
|
(c)
|
By an electronic signature employing any technology to capture a person’s signature in such a manner that the signature is unique to the person signing, is capable of verification to authenticate the signature, and is linked to the document signed.
|
(a)
|
$4,000,000 with respect to all Net Loss on all Risks involved in one Occurrence.
|
(b)
|
$8,000,000 with respect to all Net Loss on all Risks involved in all Occurrences (including Terrorism Occurrences) taking place during each Agreement Year.
|
(c)
|
$4,000,000 with respect to all Net Loss arising out of all loss or damage directly or indirectly arising out of, caused by, or resulting from all Terrorism Occurrences taking place during each Agreement Year, regardless of any other cause or event contributing to such loss or damage in any way or at any time, or whether such loss or damage is accidental or intentional. However, no coverage shall be afforded under this Exhibit for:
|
(1)
|
As respects all business reinsured hereunder other than homeowners multiple peril (property coverages) and dwelling fire, all Net Loss arising out of all loss or damage directly or indirectly arising out of, caused by, or resulting from any Terrorism Occurrence but only if it appears to have been committed by an individual or individuals acting on behalf of any individual who is not a US citizen, or on behalf of a business or nonprofit entity, trust or estate formed under or based in a country outside of the United States and its territories, or on behalf of a country, state or political subdivision or unit outside of the United States, or any other foreign interest, and results in damage within the United States or the premises of a United States mission, provided the property and casualty industry insurance losses resulting from such Terrorism Occurrence exceed $5,000,000.
|
(2)
|
All Net Loss arising out of all loss or damage directly or indirectly arising out of, caused by, or resulting from any Terrorism Occurrence which involves (i) pathogenic chemical or biological substances, however caused; (ii) nuclear reaction or radiation, or radioactive contamination, however caused; or (iii) any other cause or event resulting from (i) or (ii) above.
|
(3)
|
All Net Loss on Risks with total insurable values over all interests of more than $50,000,000 arising out of all loss or damage directly or indirectly arising out of, caused by, or resulting from any Terrorism Occurrence.
|
(a)
|
Company Retention
|
(b)
|
Net Loss
|
(c)
|
Adjustment Expense
|
(d)
|
Extra Contractual Obligations and Losses in Excess of Policy Limits
|
(e)
|
Risk
|
(1)
|
As respects homeowners or dwelling fire business reinsured hereunder, a dwelling and the coverages associated therewith shall be considered one Risk, unless such homeowners or dwelling fire property is contained in a Building reinsured hereunder or containing other property reinsured hereunder, and;
|
(2)
|
All insurance written under one or more policies of the Company against the same peril on the same Building and its contents, including time element coverages and associated property coverages, shall be combined. A Building and its contents, including time element coverages and associated property coverages, shall never be considered more than one Risk; and,
|
(3)
|
When two or more Buildings and their contents, including time element coverages and associated property coverages, are situated at the same General Location, the Company shall identify on its records at the time of acceptance by the Company those individual Buildings and their contents, including time element coverages and associated property coverages, that
|
(4)
|
Multiple General Locations shall never be combined and considered one Risk.
|
(f)
|
Building
|
(g)
|
General Location
|
(h)
|
Occurrence
|
(i)
|
Terrorism Occurrence
|
(1)
|
An Act of Terrorism means an activity, including the threat of an activity or any preparation for an activity, that (a) causes either (i) damage to property, or (ii) injury to persons; and (b) appears to be intended to: (i) intimidate or coerce a civilian population, or (ii) disrupt any segment of an economy, or (iii) influence the policy of a government by intimidation or coercion, or (iv) affect the conduct of a government by destruction, assassination, kidnapping or hostage-taking, or (v) advance a political, religious or ideological cause; provided, however, that an Act of Terrorism for purposes of this definition shall not include any act or threat as described above perpetrated by an official, employee or agent of a foreign state acting for or on behalf of such state.
|
(2)
|
An Act of Terrorism is also deemed to include any act authorized by a governmental authority for the purpose of preventing, terminating, countering or responding to any act or threat of terrorism or for the purpose of preventing or minimizing the consequences of any act or threat of terrorism.
|
(j)
|
Agreement Year
|
(k)
|
Company's Subject Earned Premium
|
(l)
|
Named Windstorm
|
(a)
|
Reinsurance assumed by the Company other than reinsurance of primary business assumed from affiliated companies;
|
(b)
|
Nuclear incident per the Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance attached hereto. Further, this Exhibit does not apply to loss or damage caused directly or indirectly by nuclear reaction or radiation, or radioactive contamination, but this exclusion does not preclude coverage for loss or damage which are covered under Insurance Services Office basic wordings. If the Company elects to file an exclusion independent of ISO, such exclusion will be deemed a suitable substitute provided the Company has submitted the wording to the Reinsurer and received the Reinsurer's prior approval;
|
(c)
|
Any loss or liability accruing to the Company directly or indirectly from any insurance written by or through any pool or association including pools or associations in which membership by the Company is required under any statutes or regulations;
|
(d)
|
Any liability of the Company arising from its participation or membership in any insolvency fund;
|
(e)
|
Any loss or damage directly or indirectly arising out of, caused by, or resulting from war, including undeclared or civil war; warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. War includes any activity that would be included as an "act of terrorism" as defined in the definition of Terrorism Occurrence, but for the fact that such activity was perpetrated by an official, employee or agent of a foreign state acting for or on behalf of such state. Such loss or damage is excluded regardless of any other cause or event contributing to such loss or damage in any way or at any time;
|
(f)
|
Loss, damage, costs or expenses arising out of the release, discharge, dispersal, or escape of pollutants; the extraction, removal, clean up, containment, monitoring, or detoxification of pollutants; or the removal, restoration, or replacement of polluted land or water; however, this exclusion does not apply to (1) coverage for loss, damage, costs, or expenses which are covered under Insurance Services Office or AAIS basic wordings; (2) any Risk located in a jurisdiction which has not approved the ISO or AAIS wordings; or (3) where other regulatory constraints prohibit the Company from implementing such wordings. If the Company elects to file an endorsement independent of ISO or AAIS, such endorsement will be deemed a suitable substitute provided the Company has submitted the wording to the Reinsurer and received the Reinsurer's prior approval. Nevertheless, if the insured elects to purchase any "buy back" or additional coverage options, such options shall not be covered hereunder even if such options are provided by or covered under ISO or AAIS wordings;
|
(g)
|
Business classified as Boiler and Machinery, Equipment Breakdown or Machinery Breakdown, howsoever styled;
‡60
|
(h)
|
Insurance on growing crops; fidelity, credit insurance, financial guaranty, residual value and insolvency business; mortgage impairment insurance and similar kinds of insurance; and insurance on animals under so-called mortality or fertility policies; all howsoever styled;
|
(i)
|
Difference in conditions insurance and similar kinds of insurance, howsoever styled;
‡60
|
(j)
|
Railroad rolling stock;
|
(k)
|
Offshore property Risks;
|
(l)
|
Watercraft, other than watercraft insured under a standard homeowners policy;
‡60
|
(m)
|
Risks written on a layered basis, whether primary or excess of loss, or policies written with a deductible or franchise of more than $10,000; however, this exclusion shall not apply to policies which provide a percentage deductible or franchise in connection with windstorm or earthquake;
‡60
|
(n)
|
Satellites, including any related business interruption or cargo;
|
(o)
|
Inland marine business with respect to the following:
|
(1)
|
Bridges, dams, and tunnels;
‡60
|
(2)
|
Cargo insurance when written as such with respect to ocean, lake, or inland waterways vessels;
‡60
|
(3)
|
Faulty film, tape, processing and editing insurance and cast insurance;
‡60
|
(4)
|
Drilling rigs for natural fuels;
‡60
|
(5)
|
Radio, television, telephone towers or other towers used in communications;
‡60
|
(p)
|
Losses with respect to overhead transmission and distribution lines (including those used by cable operators and telecommunications providers) and their supporting structures, other than those on or within 500 feet of the insured premises. However, public utilities extension and/or suppliers extension and/or contingent business interruption coverage are not subject to this exclusion, provided these are not part of a transmitters' or distributors' policy;
‡60
|
(q)
|
Insurance against earthquake outside the State of South Carolina, howsoever written. Insurance against earthquake in the State of South Carolina except when written in conjunction with fire and otherwise eligible perils;
‡60
|
(r)
|
Insurance against flood, surface water, waves, tidal waves, overflow of any body of water, or their spray, all whether driven by wind or not, except when written in conjunction with fire and otherwise eligible perils;
‡60
|
(s)
|
Insurance against Named Windstorm
|
(t)
|
With respect to all business reinsured hereunder other than homeowners multiple peril and dwelling fire, any cost to replace or restore (1) Electronic Data or (2) information on Valuable Papers and Records which exist as Electronic Data or (3) coverage for business income or extra expense arising out of a suspension of operations caused by the destruction or corruption of (1) or (2) above. Electronic Data means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing description of electronic data, means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data. Valuable Papers and Records include but are not limited to proprietary information, books of account, deeds, manuscripts, abstracts, drawings and card index systems. However, this exclusion does not apply to costs and coverages which are covered under Insurance Services Office 2002 Commercial Property and 2006 Businessowners forms. Nevertheless, if the insured elects to purchase any "buy back" or additional coverage options, such options shall not be covered hereunder even if such options are provided by or covered under ISO wordings.
|
(a)
|
For the first and second $2,000,000 so reinstated there shall be no additional reinsurance premium.
|
(b)
|
For the next $2,000,000 so reinstated, the Company shall pay to the Reinsurer an additional reinsurance premium that shall be the product of 100% of the reinsurance premium as set forth in the section entitled REINSURANCE PREMIUM for the Agreement Year multiplied by the amount of the reinstated Limit of Liability of the Reinsurer divided by $2,000,000.
|
(a)
|
Reinsurance Premium
|
(b)
|
Claims and Losses
|
(1)
|
Each claim or loss which, in the Company's opinion, may involve the reinsurance afforded by this Exhibit;
|
(2)
|
Any circumstance which, in the judgment of the Company, may result in an Extra Contractual Obligation or Loss in Excess of the Policy Limits that involves the reinsurance afforded by this Exhibit;
|
(3)
|
Any action brought against the Company alleging bad faith arising from the Company's handling of a claim otherwise covered under this Exhibit;
|
(4)
|
Any declaratory judgment action brought by or against the Company.
|
(c)
|
P.C.S. Catastrophe Bulletins
|
(1)
|
The preliminary estimates of the amount recoverable from the Reinsurer;
|
(2)
|
The Reinsurer's portion of claims, losses, and Adjustment Expenses paid less salvage recovered during each calendar quarter;
|
(3)
|
The Reinsurer's portion of reserves for claims, losses, and Adjustment Expenses at the end of each calendar quarter.
|
(d)
|
General
|
(i)
|
Nuclear reactor power plants including all auxiliary property on the site, or
|
(ii)
|
Any other nuclear reactor installation, including laboratories handling radioactive materials in connection with reactor installations, and "critical facilities" as such, or
|
(iii)
|
Installations for fabricating complete fuel elements or for processing substantial quantities of "special nuclear material", and for reprocessing, salvaging, chemically separating, storing or disposing of "spent" nuclear fuel or waste materials, or
|
(iv)
|
Installations other than those listed in paragraph (2) (iii) above using substantial quantities of radioactive isotopes or other products of nuclear fission.
|
(a)
|
where the Company does not have knowledge of such nuclear reactor power plant or nuclear installation, or
|
(b)
|
where said insurance contains a provision excluding coverage for damage to property caused by or resulting from radioactive contamination, however caused. However on and after 1st January 1960 this sub-paragraph (b) shall only apply provided the said radioactive contamination exclusion provision has been approved by the Governmental Authority having jurisdiction thereof.
|
(a)
|
substantial quantities, and
|
(b)
|
the extent of installation, plant or site.
|
(a)
|
all policies issued by the Company on or before 31st December 1957 shall be free from the application of the other provisions of this Clause until expiry date or 31st December 1960 whichever first occurs whereupon all the provisions of this Clause shall apply.
|
(b)
|
with respect to any risk located in Canada policies issued by the Company on or before 31st December 1958 shall be free from the application of the other provisions of this Clause until expiry date or 31st December 1960 whichever first occurs whereupon all the provisions of this Clause shall apply.
|
ARTICLE
|
|
CONTENTS
|
|
PAGE
|
|
|
|
|
|
|
|
PREAMBLE
|
|
|
I
|
|
BUSINESS COVERED
|
|
|
II
|
|
EFFECTIVE DATE AND TERMINATION
|
|
|
III
|
|
TERRITORY
|
|
|
IV
|
|
LIMIT AND RETENTION
|
|
|
V
|
|
REINSTATEMENT
|
|
|
VI
|
|
DEFINITIONS
|
|
|
VII
|
|
EXCLUSIONS
|
|
|
VIII
|
|
SPECIAL ACCEPTANCE
|
|
|
IX
|
|
REINSURANCE PREMIUM
|
|
|
X
|
|
CLAIMS
|
|
|
XI
|
|
LATE PAYMENTS
|
|
|
XII
|
|
SALVAGE AND SUBROGATION
|
|
|
XIII
|
|
ACCESS TO RECORDS
|
|
|
XIV
|
|
TAXES
|
|
|
XV
|
|
FOREIGN ACCOUNT TAX COMPLIANCE ACT
|
|
|
XVI
|
|
OFFSET
|
|
|
XVII
|
|
DISPUTE RESOLUTION
|
|
|
XVIII
|
|
INSOLVENCY
|
|
|
XIX
|
|
CONFIDENTIALITY
|
|
|
XX
|
|
ERRORS AND OMISSIONS
|
|
|
XXI
|
|
INTERNATIONAL TRADE CONTROLS
|
|
|
XXII
|
|
ENTIRE AGREEMENT CLAUSE
|
|
|
XXIII
|
|
LIABILITY OF THE REINSURER
|
|
|
XXIV
|
|
NET RETAINED LINES
|
|
|
XXV
|
|
AMENDMENTS
|
|
|
|
|
SIGNATURES
|
|
|
|
|
|
|
|
ATTACHMENTS:
|
|
INSOLVENCY FUNDS EXCLUSION CLAUSE
|
||
|
|
POOLS, ASSOCIATIONS AND SYNDICATES EXCLUSION CLAUSE
|
||
|
|
TOTAL INSURED VALUE EXCLUSION CLAUSE
|
||
|
|
POLLUTION AND SEEPAGE EXCLUSION CLAUSE
|
||
|
|
NUCLEAR INCUDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE - U.S.A.
|
||
|
|
NUCLEAR INCIDENT EXCLUSION CLAUSE - REINSURANCE - NO. 4
|
||
|
|
NUCLEAR INCIDENT EXCLUSION CLAUSE - PROPERTY TREATY
|
||
|
|
TERRORISM EXCLUSION CLAUSE - PROPERTY TREATY
|
||
|
|
REINSURANCE - NMA2930C
|
A.
|
The Reinsurer shall indemnify the Company on an excess of loss basis in respect of the Company's Ultimate Net Loss paid by the Company as a result of losses occurring during the term of this Agreement, for Policies in force as of January 1, 2015, and new and renewal Policies becoming effective on or after said date, subject to the terms and conditions contained herein.
|
B.
|
This Agreement is solely between the Company and the Reinsurer, and nothing contained in this Agreement shall create any obligations or establish any rights against the Reinsurer in favor of any person or entity not a party hereto.
|
C.
|
The performance of obligations by both parties under this Agreement shall be in accordance with a fiduciary standard of good faith and fair dealing.
|
D.
|
Under this Agreement, the indemnity for reinsured loss applies to those Policies issued by the Company with respect to the following Lines of Business as classified in the Company's Annual Statement, subject to the exclusions set forth in Article VII- Exclusions.
|
A.
|
This Agreement shall apply to losses occurring within the period commencing 12:01 a.m., Eastern Standard Time, January 1, 2015, and ending 12:01 a.m., Eastern Standard Time, January 1, 2016.
|
B.
|
Upon termination of this Agreement, the Reinsurer shall be liable for losses occurring prior to the date of termination; however, the Reinsurer shall have no liability for losses occurring on or after the termination date of this Agreement.
|
C.
|
If this Agreement shall terminate while a Loss Occurrence covered hereunder is in progress, it is agreed that, subject to the other conditions of this Agreement, the Reinsurer shall indemnify the Company as if the entire Loss Occurrence had occurred during the time this Agreement is in force provided such Loss Occurrence covered hereunder started before the date of termination.
|
A.
|
The limits and retentions provided under this Agreement are as follows:
|
B.
|
It is understood that Commercial business covered hereunder shall not exceed $1,000,000 any one risk, or so deemed.
|
C.
|
It is warranted by the Company that the reinsurance provided under this Agreement shall attach only when two or more Risks are involved in the same Loss Occurrence.
|
A.
|
Each claim hereunder reduces the amount of indemnity from the time of occurrence of the loss by the sum paid, but any amount so exhausted is hereby reinstated from the time the Loss Occurrence commences hereon.
|
B.
|
For each amount so reinstated the Company agrees to pay an additional premium calculated at pro rata of the annual premium hereon, being pro rata only as to the fraction of the limit of liability of this Agreement (i.e., the fraction of $22,000,000) so reinstated and 100% as to the term.
|
C.
|
Nevertheless, the Reinsurer's liability hereunder shall never exceed $22,000,000 in respect of any one Loss Occurrence and shall be further limited in all during the term of this Agreement to $44,000,000.
|
A.
|
DECLARATORY JUDGMENT EXPENSES
|
B.
|
EXTRA CONTRACTUAL OBLIGATIONS
|
1.
|
EXTRACONTRACTUAL OBLIGATIONS are defined as those liabilities not covered under any other provision of this Agreement and which arise from the handling of any claim on business covered hereunder, such liabilities arising because of, but not limited to, the following: failure by the Company to settle within the Policy limit, or by reason of alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or in the preparation or prosecution of an appeal consequent upon such action.
|
2.
|
The date on which an Extra Contractual Obligation is incurred by the Company shall be deemed, in all circumstances, to be the date of the original accident, casualty, disaster or loss occurrence.
|
3.
|
However, coverage hereunder as respects Extra Contractual Obligations shall not apply where the loss has been incurred due to the fraud of a member of the Board of Directors or a corporate officer of the Company acting individually or collectively or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense or settlement of any claim covered hereunder.
|
4.
|
Recoveries, collectibles or retention from any other form of insurance or reinsurance, including deductibles or self-insured retention which protect the Company against Extra Contractual Obligations, shall inure to the benefit of the Reinsurer and shall be deducted from the total amount of Extra Contractual Obligations, to the extent they are collected by the Company, for purposes of determining the loss hereunder.
|
5.
|
If any provision of this paragraph B. shall be rendered illegal or unenforceable by the laws, regulations or public policy of any jurisdiction, such provision shall be considered void in such jurisdiction, but this shall not affect the validity or enforceability of any other provision of this paragraph or the enforceability of such provision in any other jurisdiction.
|
C.
|
LOSS ADJUSTMENT EXPENSES
|
D.
|
LOSS IN EXCESS OF POLICY LIMITS
|
1.
|
"Loss in Excess of Policy Limits" is defined as loss in excess of the limit of the original Policy, such loss in excess of the limit having been incurred because of failure by the Company to settle within the Policy limit or by reason of alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or in the preparation or prosecution of an appeal consequent upon such action.
|
2.
|
However, this paragraph D. shall not apply where the loss has been incurred due to fraud by a member of the Board of Directors or a corporate officer of the Company acting individually or collectively or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense or settlement of any claim covered hereunder.
|
3.
|
For the purposes of this paragraph D., the word "loss" shall mean any amounts which the Company would have been contractually liable to pay had it not been for the limit of the original Policy.
|
4.
|
With respect to coverage provided under this paragraph D., recoveries from any insurance or reinsurance other than this Agreement, shall be deducted to arrive at the amount of the Company's Ultimate Net Loss.
|
E.
|
LOSS OCCURRENCE
|
1.
|
The term "Loss Occurrence" shall mean the sum of all individual losses directly occasioned by any one disaster, accident or loss or series of disasters, accidents or losses arising out of one event which occurs within the area of one state of the United States or states contiguous thereto and to one another. However, the duration and extent of any one Loss Occurrence shall be limited to all individual losses sustained by the Company occurring during any period of 168 consecutive hours arising out of and directly occasioned by the same event except that the term "Loss Occurrence" shall be further defined as follows:
|
a.
|
As regards windstorm, not otherwise excluded, hail, tornado, hurricane, cyclone, including ensuing collapse and water damage, all individual losses sustained by the Company occurring during any period of 120 consecutive hours arising out of and directly occasioned by the same event. However, the event need not be limited to one state or province or states or provinces contiguous thereto.
|
b.
|
As regards riot, riot attending a strike, civil commotion, vandalism and malicious mischief, all individual losses sustained by the Company, occurring during any period of 96 consecutive hours within the area of one municipality or county and the municipalities or counties contiguous thereto arising out of and directly occasioned by the same event. The maximum duration of 96 consecutive hours may be extended in respect of individual losses which occur beyond such 96 consecutive hours during the continued occupation of an assured's premises by strikers, provided such occupation commenced during the aforesaid period.
|
c.
|
As regards earthquake (the epicentre of which need not necessarily be within the territorial confines referred to in the opening paragraph of this Article) and fire following directly occasioned by the earthquake, only those individual fire losses which commence during the period of 168 consecutive hours may be included in the Company's Loss Occurrence.
|
d.
|
As regards Freeze, only individual losses directly occasioned by collapse, breakage of glass and water damage (caused by bursting of frozen pipes and tanks) may be included in the Company's Loss Occurrence.
|
e.
|
As regards firestorms, brush fires and any other fires or series of fires, irrespective of origin (except as provided in subparagraphs b. and c. above),
|
f.
|
As regards Terrorism, as defined in and not otherwise excluded by the Terrorism Exclusion Clause - Property Treaty Reinsurance - NMA2930c attached hereto, all individual losses sustained by the Company occurring during any period of 96 consecutive hours arising out of and directly occasioned by the same event. Should such an event of Terrorism give rise to other perils which, in an unbroken chain of causation, have occasioned the losses, the cause of the losses is understood to be that event of Terrorism.
|
2.
|
For all Loss Occurrences the Company may choose the date and time when any such period of consecutive hours commences provided that it is not earlier than the date and time of the occurrence of the first recorded individual loss sustained by the Company arising out of that disaster, accident or loss and provided that only one such period of 168 consecutive hours shall apply with respect to one event except for those Loss Occurrences referred to in a. above, where only one such period of 120 consecutive hours shall apply with respect to one event, and b. and f. above, where only one such period of 96 consecutive hours shall apply with respect to one event, regardless of the duration of the event.
|
3.
|
No individual losses occasioned by an event that would be covered by:
|
a.
|
a 120 hours clause may be included in any Loss Occurrence claimed under the 96 or 168 hours provision
|
b.
|
a 96 hours clause may be included in any Loss Occurrence claimed under the 120 or 168 hours provision
|
c.
|
a 168 hours clause may be included in any Loss Occurrence claimed under the 120 or 96 hours provision
|
F.
|
NET PREMIUMS WRITTEN
|
G.
|
POLICIES
|
H.
|
RISK
|
I.
|
SUBJECT EARNED PREMIUM
|
J.
|
ULTIMATE NET LOSS
|
1.
|
The term "Ultimate Net Loss" shall mean the actual sum paid or payable by the Company in settlement of losses or liability after making deductions for all recoveries, including subrogation, salvages, and claims upon other reinsurances, whether collectible or not, which inure to the benefit of the Reinsurer under this Agreement, and shall include Loss Adjustment Expenses incurred by the Company; provided, however, that in the event of the insolvency of the Company, Ultimate Net Loss shall mean the amount of loss and Loss Adjustment Expenses for which the Company is liable, and payment by the Reinsurer shall be made to the liquidator, receiver, conservator or statutory successor of the Company in accordance with the provisions of Article XVIII Insolvency of this Agreement.
|
2.
|
The term "Ultimate Net Loss" shall include 90% of Loss In Excess of Policy Limits and 90% of Extra Contractual Obligations, as defined herein, but only as respects business covered under this Agreement.
|
3.
|
All recoveries, salvages or payments recovered or received subsequent to a loss settlement under this Agreement shall be applied as if recovered or received prior to the aforesaid settlement and all necessary adjustments to the loss settlement shall be made by the parties hereto.
|
4.
|
Nothing in this paragraph J. shall be construed to mean that losses are not recoverable hereunder until the Ultimate Net Loss of the Company has been ascertained.
|
A.
|
THE FOLLOWING GENERAL CATEGORIES
|
1.
|
All Lines of Business not specifically listed in Article I - Business Covered.
|
2.
|
Policies issued with a deductible of $100,000 or more; provided this exclusion shall not apply to Policies which customarily provide a percentage deductible on the perils of earthquake or windstorm.
|
3.
|
Reinsurance assumed.
|
4.
|
Ex-gratia Payments.
|
5.
|
Loss or damage occasioned by war, invasion, revolution, bombardment, hostilities, acts of foreign enemies, civil war, rebellion, insurrection, military or usurped power, martial law, or confiscation by order of any government or public authority, but not excluding loss or damage which would be covered under a standard form of Policy containing a standard war exclusion clause.
|
6.
|
Insolvency Funds as per the attached Insolvency Funds Exclusion Clause, which is made part of this Agreement.
|
7.
|
Pool, Syndicate and Association business as per the attached Pools, Associations and Syndicates Exclusion Clause, which is made part of this Agreement.
|
8.
|
Risks where the Total Insured Value, per risk, exceeds the figure specified as per the attached Total Insured Value Exclusion Clause, which is made part of this Agreement.
|
9.
|
Loss resulting from damage to overhead transmission and distribution lines, including supporting structures and anything attached thereto, of any public or private utility company, cable television or telecommunication company of any kind. This exclusion shall not apply to such overhead transmission and distribution lines, including supporting structures and anything attached thereto located on the premises of any policyholder or within 1,000 feet thereof. Nor shall this exclusion apply to utility service interruption or contingent business interruption losses for any policyholder, unless such policyholder is a public or private utility company, cable television or telecommunication company of any kind.
|
10.
|
Any statutory or regulatory fine or penalty imposed upon the Company on account of any unfair trade or claim practice, or for any other practice, action or inaction (actual or alleged), associated with, related to, or arising from the Company’s handling of any claim or business covered hereunder.
|
B.
|
THE FOLLOWING CLASSES OF BUSINESS AND TYPES OF RISKS
|
1.
|
Mortgage Impairment.
|
2.
|
Growing and/or standing crops.
|
3.
|
Mortality and Health covering birds, animals or fish.
|
4.
|
All onshore and offshore gas and oil drilling rigs.
|
5.
|
Petrochemical operations engaged in the production, refining or upgrading of petroleum or petroleum derivatives or natural gas.
|
6.
|
Satellites.
|
7.
|
All railroad business.
|
8.
|
As respects Inland Marine business:
|
a.
|
Registered Mail and Armored Car Policies.
|
b.
|
Jeweler's Block Policies.
|
c.
|
Furrier's Customers Policies.
|
d.
|
Rolling Stock.
|
e.
|
Parcel Post when written to cover banks and financial institutions.
|
f.
|
Commercial Negative Film Insurance.
|
g.
|
Garment Contractors Policies.
|
h.
|
Mining Equipment while underground.
|
i.
|
Radio and Television Broadcasting Towers.
|
j.
|
Motor Truck Cargo Insurance written for common carriers operating beyond a radius of 200 miles.
|
C.
|
THE FOLLOWING PERILS
|
1.
|
Flood and/or Earthquake when written on a stand alone basis.
|
2.
|
Difference in Conditions, however styled.
|
3.
|
Pollution and Seepage as per the attached Pollution and Seepage Exclusion Clause, which is made part of this Agreement.
|
4.
|
Nuclear Incident Exclusion Clauses which are attached and made part of this Agreement:
|
a.
|
Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance - U.S.A.
|
b.
|
Nuclear Incident Exclusion Clause - Reinsurance - No. 4.
|
5. a.
|
Loss, damage or expense of whatsoever nature caused directly or indirectly by any of the following, regardless of any other cause or event contributing concurrently or in any other sequence to the loss: nuclear reaction or radiation, or radioactive contamination, however caused.
|
b.
|
However, if nuclear reaction or radiation, or radioactive contamination results in fire it is specifically agreed herewith that this Agreement will pay for such fire loss or damage subject to all of the terms, conditions and limitations of this Agreement.
|
c.
|
This exclusion shall not apply to loss, damage or expense originating from and occurring at risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Company to be the primary hazard.
|
6.
|
Terrorism, in accordance with the Terrorism Exclusion Clause - Property Treaty Reinsurance - NMA2930c attached to and forming part of this Agreement.
|
7.
|
Loss, damage or expense of whatsoever nature arising directly or indirectly from fungi, bacteria, including mold or mildew, and/or any mycotoxins, spores, scents or byproducts produced or released by fungi, regardless of any other cause, event, material, product and/or building component that contributed concurrently or in any sequence to that injury or damage. Such loss is excluded regardless of any other cause or event contributing concurrently or in any sequence to the loss.
|
8.
|
Named Windstorms. The term "Named Windstorm" shall mean a storm and all other atmospheric perils arising out of such storm that is identified and named as a Tropical Storm or Hurricane by the NHC. The duration of such Named Windstorm shall be deemed to be:
|
a.
|
Beginning at the time a Named Windstorm warning is issued by the NHC for any part of each state in which the Company writes the business reinsured hereunder;
|
b.
|
Continuing for the time period which the Named Windstorm conditions exist anywhere in such state; and
|
c.
|
Ending 72 hours following termination of the last Named Windstorm warning by NHC for any part of such state.
|
A.
|
The Company shall pay to the Reinsurer a premium for the reinsurance provided hereunder at the rate set forth in Paragraph B. below. Such rate shall be applied to the Company's Subject Earned Premium for the term of this Agreement.
|
B.
|
A deposit premium shall be payable by the Company to the Reinsurer in four equal installments each due January 1, 2015, April 1, 2015, July 1, 2015 and October 1, 2015. As promptly as possible after the termination of this Agreement, the Company shall render a
|
Rate
|
Quarterly Premium
|
Minimum Premium
|
Deposit Premium
|
.4049%
|
$514,250
|
$1,645,600
|
$2,057,000
|
C.
|
In respect of Paragraph B. above:
|
1.
|
All statements shall be sent to the Reinsurer at:
|
a.
|
E-Mail/Word, Excel, PDF, or TIF Formats, or other scanned documents:
|
b.
|
Standard Mail:
|
2.
|
All checks and supporting documentation shall be sent to the Reinsurer through one of the options set forth below and shall identify the applicable Reinsurer Agreement Number(s):
|
a.
|
WIRE TRANSFER
|
(i)
|
All wires shall be sent to:
|
(ii)
|
All supporting documentation shall be sent to:
|
(a)
|
E-Mail/Word, Excel, PDF, or TIF Formats, or other scanned documents:
|
(b)
|
Swiss Reinsurance America Corporation
|
b.
|
COURIER OR OVERNIGHT CARRIER
|
c.
|
LOCK BOX
|
A.
|
The Company shall promptly notify the Reinsurer of each Loss Occurrence which, in the opinion of the Company, may involve the reinsurance provided hereunder and of all subsequent developments relating thereto, stating the amount claimed and estimate of the Company's Ultimate Net Loss and Loss Adjustment Expenses, by Line of Business.
|
B.
|
The Company shall have the responsibility to investigate, defend or negotiate settlements of all claims and lawsuits related to Policies written by the Company and reinsured under this Agreement.
|
A.
|
The provisions of this Article shall not be implemented unless specifically invoked, in writing, by one of the parties to this Agreement.
|
B.
|
In the event any premium, loss or other payment due either party is not received by that party by the payment due date, the party to whom payment is due may, by notifying the debtor party in writing, require it to pay, and the debtor party agrees to pay, an interest penalty on the amount past due calculated for each such payment on the last business day of each month as follows:
|
1.
|
The number of full days which have expired since the due date or the last monthly calculation, whichever the lesser; times
|
2.
|
1/365th of the one-month LIBOR on the first business day of the month for which the calculation is made, plus 1%; times
|
C.
|
The establishment of the due date shall, for purposes of this Article, be determined as follows:
|
1.
|
As respects the payment of routine deposits and premiums due the Reinsurer, the due date shall be as provided for in the applicable section of this Agreement. In the event a due date is not specifically stated for a given payment, it shall be deemed due 30 days after the date of receipt by the Reinsurer of the initial billing for each such payment.
|
2.
|
Any claim or loss payment due the Company hereunder shall be deemed due 15 business days after the proof of loss or demand for payment is received by the Reinsurer. If such loss or claim payment is not received within the 15 business days, interest will accrue on the payment or amount overdue in accordance with paragraph B of this Article, from the date the proof of loss or demand for payment was received by the Reinsurer. Notwithstanding the foregoing, if the Reinsurer finds the information contained in the Company's demand for payment is insufficient or not in accordance with the conditions of this Agreement, then it may request from the Company, on or before the due date set forth in this subparagraph 2, all additional information necessary to validate its claim. In such case, the payment due date set forth in this paragraph shall be deemed to be 15 business days after the Reinsurer has received the requested additional information.
|
2.
|
As respects any payment, adjustment or return due either party not otherwise provided for in subparagraphs 1 and 2 of this paragraph, the due date shall be as provided for in the applicable section of this Agreement. In the event a due date is not specifically stated for a given payment, it shall be deemed due 10 business days following receipt by the debtor party of written notification that the provisions of this Article have been invoked.
|
D.
|
For purposes of interest calculations only, amounts due hereunder shall be deemed paid upon receipt by the party to which such debt is owed.
|
E.
|
Nothing herein shall be construed as limiting or prohibiting the Reinsurer from contesting the validity of any claim, or from participating in the defense of any claim or suit, or prohibiting either party from contesting the validity of any payment or from initiating any dispute resolution proceeding in accordance with the provisions of this agreement. If the debtor party prevails
|
A.
|
In the event of the payment of any indemnity by the Reinsurer under this Agreement, the Reinsurer shall be subrogated, to the extent of such payment, to all of the rights of the Company against any person or entity legally responsible for damages of the loss. The Company agrees to enforce such rights; but, in case the Company refuses or neglects to do so, the Reinsurer is hereby authorized and empowered to bring any appropriate action in the name of the Company or their policyholders or otherwise to enforce such rights.
|
B.
|
From any amount recovered by subrogation, salvage or other means, there shall first be deducted the expenses incurred in effecting the recovery. The balance shall then be used to reimburse the excess carriers in the inverse order to that in which their respective liabilities attached, before being used to reimburse the Company for its primary loss.
|
A.
|
On or before the later of (i) the date upon which withholding agents generally are required to begin withholding payments under the foreign account tax compliance provisions of the Hiring Incentives to Restore Employment Act of 2010, including any related regulations of the Internal Revenue Service ("FATCA"), or (ii) five (5) business days prior to the first premium cession due date hereunder, the Reinsurer shall provide to the Company the FATCA required documentation (including a valid W-8BENE, W-9 or such other documentation approved for
|
B.
|
If the Reinsurer fails to provide the Company with such FATCA-required documentation in accordance with Paragraph A., above, the Company shall withhold from such Reinsurer 30% of the reinsurance premium otherwise due such Reinsurer with respect to United States risks for payment to the United States Internal Revenue Service in accordance with FATCA. The remaining reinsurance premium shall be ceded to the Reinsurer.
|
C.
|
In the event of any return of premium becoming due hereunder, the Reinsurer will deduct the applicable percentage from the return premium payable hereon, and cooperate with the reasonable requests of the Company to pursue recovery of such withholding from the United States Government.
|
A.
|
Resolution of Disputes - Any dispute not resolved by mediation between the Company and the Reinsurer arising out of the provisions of this Agreement or concerning its interpretation or validity, whether arising before or after termination of this Agreement, shall be submitted to arbitration in the manner hereinafter set forth.
|
B.
|
Composition of Panel - Unless the parties agree upon a single arbitrator within 15 days after the receipt of a notice of intention to arbitrate, all disputes shall be submitted to an arbitration panel composed of two arbitrators and an umpire chosen in accordance with Paragraph C. hereof.
|
C.
|
Appointment of Arbitrators - The members of the arbitration panel shall be chosen from disinterested persons with at least 10 years experience in the insurance and reinsurance business. Unless a single arbitrator is agreed upon, the party requesting arbitration (hereinafter referred to as the "claimant") shall appoint an arbitrator and give written notice thereof by certified mail or by a courier service producing evidence of receipt by the receiving party, to the other party (hereinafter referred to as the "respondent") together with its notice of intention to arbitrate. Within 30 days after receiving such notice, the respondent shall also appoint an arbitrator and notify the claimant thereof by certified mail or by a courier service producing evidence of receipt by the receiving party. Before instituting a hearing, the two arbitrators so appointed shall choose an umpire. If, within 20 days after the appointment of the arbitrator chosen by the respondent, the two arbitrators fail to agree upon the appointment of an umpire, each of them shall nominate three individuals to serve as umpire, of whom the other shall decline two and the umpire shall be chosen from the remaining two by drawing lots. The name of the individual first drawn shall be the umpire.
|
D.
|
Failure of Party to Appoint an Arbitrator - If the respondent fails to appoint an arbitrator within 30 days after receiving a notice of intention to arbitrate, the claimant's arbitrator shall appoint an arbitrator on behalf of the respondent, such arbitrator shall then, together with the claimant's arbitrator, choose an umpire as provided in Paragraph C. of Part III of this Article.
|
E.
|
Submission of Dispute to Panel - Within 30 days after the notice of appointment of all arbitrators, the panel shall meet, and determine a timely period for discovery, discovery procedures and schedules for hearings.
|
F.
|
Procedure Governing Arbitration - All proceedings before the panel shall be informal and the panel shall not be bound by the formal rules of evidence. The panel shall have the power to fix all procedural rules relating to the arbitration proceeding. In reaching any decision, the panel shall give due consideration to the customs and usages of the insurance and reinsurance business.
|
G.
|
Arbitration Award - The arbitration panel shall render its decision within 60 days after termination of the proceeding, which decision shall be in writing, stating the reasons therefor. The decision of the majority of the panel shall be final and binding on the parties to the proceeding. In no event, however, will the panel be authorized to award punitive, exemplary or consequential damages of whatsoever nature in connection with any arbitration proceeding concerning this Agreement.
|
H.
|
Cost of Arbitration - Unless otherwise allocated by the panel, each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other parties the expense of the umpire and the arbitration.
|
A.
|
In the event of insolvency of the Company, the reinsurance provided by this Agreement shall be payable by the Reinsurer on the basis of the liability of the Company as respects Policies covered hereunder, without diminution because of such insolvency, directly to the Company or its liquidator, receiver, conservator or statutory successor except as provided in Sections 4118(a)(1)(A) and 1114(c) of the New York Insurance Law or as otherwise provided under applicable law, statute or regulation.
|
B.
|
The Reinsurer shall be given written notice of the pendency of each claim or loss which may involve the reinsurance provided by this Agreement within a reasonable time after such claim or loss is filed in the insolvency proceedings. The Reinsurer shall have the right to investigate each such claim or loss and interpose, at its own expense, in the proceedings where the claim or loss is to be adjudicated, any defense which it may deem available to the Company, its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.
|
C.
|
In addition to the offset provisions set forth in Article XVI Offset, any debts or credits, liquidated or unliquidated, in favor of or against either party on the date of the receivership or liquidation order (except where the obligation was purchased by or transferred to be used as an offset) are deemed mutual debts or credits and shall be set off with the balance only to be allowed or paid. Although such claim on the part of either party against the other may be unliquidated or undetermined in amount on the date of the entry of the receivership or liquidation order, such claim will be regarded as being in existence as of such date and any claims then in existence and held by the other party may be offset against it.
|
D.
|
Nothing contained in this Article is intended to change the relationship or status of the parties to this Agreement or to enlarge upon the rights or obligations of either party hereunder except as provided herein.
|
A.
|
The Reinsurer hereby acknowledges that the terms and conditions of this Contract, documents, information and data provided to it by the Company, whether directly or through an authorized agent, during the course of negotiation, administration, and performance of this Contract (hereinafter referred to as confidential information) are proprietary and confidential to the Company. Confidential information shall not include documents, information or data that the Reinsurer can show:
|
1.
|
Are publicly available or have become publicly available through no unauthorized act of the Reinsurer;
|
2.
|
Have been rightfully received from a third person without obligation of confidentiality; or
|
3.
|
Were known by the Reinsurer prior to the placement of this Contract without an obligation of confidentiality.
|
B.
|
Absent the written consent of the Company, the Reinsurer shall not disclose any confidential information to any third parties, including any affiliated companies, except:
|
1.
|
When required by retrocessionaires subject to the business ceded to this Contract;
|
2.
|
When required by regulators performing an audit of the Reinsurer’s records and/or financial condition;
|
3.
|
When required by external auditors performing an audit of the Reinsurer’s records in the normal course of business; or
|
4.
|
When required by courts or arbitrators in connection with an actual or potential dispute hereunder.
|
5.
|
When required by legal counsel or third party service providers engaged to provide services for the Reinsurer and subject to a confidentiality agreement no less restrictive than this article.
|
C.
|
Notwithstanding the above, in the event the Reinsurer is required by court order, other legal process or any regulatory authority to release or disclose any or all of the confidential information, the Reinsurer agrees to provide the Company with written notice of same at least 10 days prior to such release or disclosure and to use its best efforts to assist the Company in maintaining the confidentiality provided for in this Article.
|
D.
|
The provisions of this Article shall extend to the officers, directors, shareholders and employees of the Reinsurer and its affiliates, and shall be binding upon their successors and assigns.
|
A.
|
This Agreement and any related special acceptance(s), shall constitute the entire agreement between the parties hereto with respect to the business reinsured hereunder and there are no understandings between the parties other than as expressed in this Agreement.
|
B.
|
Any change to or modification of this Agreement shall be null and void unless made by an addendum signed by both parties.
|
A.
|
The liability of the Reinsurer shall follow that of the Company in every case and be subject in all respects to all of the general and specific stipulations, clauses, waivers, interpretations and modifications of the Company’s Policies and any endorsements thereto. However, in no event shall this be construed in any way to provide coverage outside the terms and conditions set forth in this Agreement.
|
B.
|
Nothing herein shall in any manner create any obligations or establish any rights against the reinsurer in favor of any third party or any persons not parties to this Agreement.
|
A.
|
This Agreement applies only to that portion of any Policy which the Company retains net for its own account (prior to deduction of any reinsurance which inures solely to the benefit of the Company), and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which this Agreement attaches, only loss or losses in respect of that portion of any Policy which the Company retains net for its own account shall be included.
|
B.
|
The amount of the Reinsurer’s liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the company to collect from any other reinsurer(s), whether specific or general, any amounts which may have become due from such reinsurer(s), whether such inability arises from the insolvency of such other reinsurer(s) or otherwise.
|
A.
|
Wherever the term "Company" or "Reinsured" or "Reassured" or whatever other term is used to designate the reinsured company or companies within the various attachments to the reinsurance agreement, the term shall be understood to mean Company or Reinsured or Reassured or whatever other term is used in the attached reinsurance agreement to designate the reinsured company or companies.
|
B.
|
Wherever the term "Agreement" or "Contract" or "Policy" or whatever other term is used to designate the attached reinsurance agreement within the various attachments to the reinsurance agreement, the term shall be understood to mean Agreement or Contract or Policy or whatever other term is used to designate the attached reinsurance agreement.
|
C.
|
Wherever the term "Reinsurer" or "Reinsurers" or "Underwriters" or whatever other term is used to designate the reinsurer or reinsurers in the various attachments to the reinsurance agreement, the term shall be understood to mean Reinsurer or Reinsurers or Underwriters or whatever other term is used to designate the reinsuring company or companies.
|
1.
|
Pollution, seepage, contamination or environmental impairment (hereinafter collectively referred to as "pollution") insurances, however styled;
|
2.
|
Loss or damage caused directly or indirectly by pollution, unless said loss or damage follows as a result of a loss caused directly by a peril covered hereunder;
|
3.
|
Expenses resulting from any governmental direction or request that material present in or part of or utilized on an insured's property be removed or modified, except as provided in 5. below;
|
4.
|
Expenses incurred in testing for and/or monitoring pollutants;
|
5.
|
Expenses incurred in removing debris, unless (A) the debris results from a loss caused directly by a peril covered hereunder, and (B) the debris to be removed is itself covered hereunder, and (C) the debris is on the insured's premises, subject, however, to a limit of $5,000 plus 25% of (i) the property damage loss, any risk, any one location, any one original insured, and (ii) any deductible applicable to the loss;
|
6.
|
Expenses incurred to extract pollutants from land or water at the insured's premises unless (A) the release, discharge, or dispersal of pollutants results from a loss caused directly by a peril covered hereunder, and (B) such expenses shall not exceed $10,000;
|
7.
|
Loss of income due to any increased period of time required to resume operations resulting from enforcement of any law regulating the prevention, control, repair, clean-up or restoration of environmental damage;
|
8.
|
Claims under 5. and/or 6. above, unless notice thereof is given to the Company by the insured within 180 days after the date of the loss occurrence to which such claims relate.
|
1.
|
This Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers formed for the purpose of covering Atomic or Nuclear Energy risks.
|
2.
|
Without in any way restricting the operation of paragraph 1. of this Clause, this Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance against Physical Damage (including business interruption or consequential loss arising out of such Physical Damage) to:
|
I.
|
Nuclear reactor power plants including all auxiliary property on the site, or
|
II.
|
Any other nuclear reactor installation, including laboratories handling radioactive materials in connection with reactor installations, and critical facilities as such, or
|
III.
|
Installations for fabricating complete fuel elements or for processing substantial quantities of "special nuclear material," and for reprocessing, salvaging, chemically separating, storing or disposing of spent nuclear fuel or waste materials, or
|
IV.
|
Installations other than those listed in paragraph 2. III. above using substantial quantities of radioactive isotopes or other products of nuclear fission.
|
3.
|
Without in any way restricting the operation of paragraphs 1. and 2. of this Clause, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance on property which is on the same site as a nuclear reactor power plant or other nuclear installation and which normally would be insured therewith, except that this paragraph 3. shall not operate:
|
4.
|
Without in any way restricting the operation of paragraphs 1., 2. and 3. of this Clause, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, when such radioactive contamination is a named hazard specifically insured against.
|
5.
|
It is understood and agreed this Clause shall not extend to risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Reassured to be the primary hazard.
|
6.
|
The term "special nuclear material" shall have the meaning given to it by the Atomic Energy Act of 1954 or by any law amendatory thereof.
|
7.
|
Reassured to be sole judge of what constitutes:
|
1.
|
This Reinsurance does not cover any loss or liability accruing to the Reassured as a member of, or subscriber to, any association of insurers or reinsurers formed for the purpose of covering nuclear energy risks or as a direct or indirect reinsurer of any such member, subscriber or association.
|
2.
|
Without in any way restricting the operations of Nuclear Incident Exclusion Clauses, - Liability, - Physical Damage, - Boiler and Machinery and paragraph 1. of this Clause, it is understood and agreed that for all purposes of the reinsurance assumed by the Reinsurer from the Reinsured, all original insurance policies or contracts of the Reinsured (new, renewal and replacement) shall be deemed to include the applicable existing Nuclear Clause and/or Nuclear Exclusion Clause(s) in effect at the time and any subsequent revisions thereto as agreed upon and approved by the Insurance Industry and/or a qualified Advisory or Rating Bureau.
|
Includes realized gains and losses
|
For the Year Ended December 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||
Earnings before income taxes
|
64,410
|
|
|
34,487
|
|
~
|
15,714
|
|
|
13,016
|
|
|
(1,408
|
)
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|||||
Interest expensed and capitalized
|
410
|
|
|
367
|
|
|
355
|
|
|
548
|
|
|
1,608
|
|
Amortized premiums, discounts and capitalized expenses related to debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159
|
|
Interest within rental expense
|
63
|
|
|
56
|
|
|
39
|
|
|
35
|
|
|
32
|
|
Total fixed charges
|
473
|
|
|
423
|
|
|
394
|
|
|
583
|
|
|
1,799
|
|
Earnings before income taxes and fixed charges
|
64,883
|
|
|
34,910
|
|
|
16,108
|
|
|
13,599
|
|
|
391
|
|
Ratio of earnings to fixed charges
|
137.28
|
|
82.56
|
|
40.89
|
|
23.34
|
|
0.22
|
|
/s/ McGladrey LLP
|
|
Omaha, Nebraska
|
February 25, 2015
|
/s/ John L. Forney
|
|
|
|
John L. Forney
President and Chief Executive Officer
(principal executive officer)
|
|
|
|
February 25, 2015
|
|
/s/ B. Bradford Martz
|
|
|
|
B. Bradford Martz
Chief Financial Officer
(principal financial officer and principal accounting officer)
|
|
|
|
February 25, 2015
|
|
1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of United Insurance Holdings Corp.
|
By:
|
/s/ John L. Forney
|
|
|
|
|
John L. Forney
President and Chief Executive Officer
(principal executive officer)
|
February 25, 2015
|
1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of United Insurance Holdings Corp.
|
By:
|
/s/ B. Bradford Martz
|
|
|
|
|
B. Bradford Martz
Chief Financial Officer
(principal financial officer and
principal accounting officer)
|
February 25, 2015
|