Item 1. Financial Statements
Item 1 – Financial Statements
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollar amounts in thousands)
June 30,
December 31,
2020
2019
(Unaudited)
Assets
Fixed-maturity securities, available for sale, at fair value
(amortized cost: $ 98,669 and $ 199,954 , respectively and
allowance for credit losses: $ 526 and $ 0 , respectively)
$
99,993
$
202,839
Equity securities, at fair value (cost: $ 37,808 and $ 31,863 , respectively)
39,309
35,285
Short-term investments, at fair value
—
491
Limited partnership investments
26,177
28,346
Investment in unconsolidated joint venture, at equity
734
762
Assets held for sale
4,519
—
Real estate investments
70,908
73,763
Total investments
241,640
341,486
Cash and cash equivalents
422,464
229,218
Restricted cash
700
700
Accrued interest and dividends receivable
913
1,616
Income taxes receivable
3,150
1,040
Premiums receivable
27,925
20,255
Prepaid reinsurance premiums
27,150
17,983
Reinsurance recoverable, net of allowance for credit losses:
Paid losses and loss adjustment expenses (allowance: $ 0 and $ 0 , respectively)
12,397
16,155
Unpaid losses and loss adjustment expenses (allowance: $ 104 and $ 0 , respectively)
87,929
116,523
Deferred policy acquisition costs
29,190
21,663
Property and equipment, net
19,085
14,698
Intangible assets, net
3,877
4,192
Other assets
11,965
17,080
Total assets
$
888,385
$
802,609
(continued)
1
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets - continued
(Dollar amounts in thousands)
June 30,
December 31,
2020
2019
(Unaudited)
Liabilities and Stockholders’ Equity
Losses and loss adjustment expenses
$
211,162
$
214,697
Unearned premiums
229,234
181,163
Advance premiums
19,208
5,589
Assumed reinsurance balances payable
79
76
Accrued expenses
12,457
10,059
Deferred income taxes, net
5,282
4,008
Revolving credit facility
23,750
9,750
Long-term debt
161,839
163,695
Other liabilities
40,289
28,029
Total liabilities
703,300
617,066
Commitments and contingencies (Note 21)
Stockholders' equity:
7% Series A cumulative convertible preferred stock ( no par value, none and
1,500,000 shares authorized at June 30, 2020 and December 31, 2019, respectively,
no shares issued or outstanding)
—
—
Series B junior participating preferred stock ( no par value, none and
400,000 shares authorized at June 30, 2020 and December 31, 2019, respectively,
no shares issued or outstanding)
—
—
Preferred stock ( no par value, 20,000,000 and 18,100,000 shares authorized
at June 30, 2020 and December 31, 2019, respectively, no shares issued
or outstanding)
—
—
Common stock ( no par value, 40,000,000 shares authorized, 7,794,048 and
7,764,564 shares issued and outstanding at June 30, 2020 and
December 31, 2019, respectively)
—
—
Additional paid-in capital
—
—
Retained income
183,689
183,365
Accumulated other comprehensive income, net of taxes
1,396
2,178
Total stockholders’ equity
185,085
185,543
Total liabilities and stockholders’ equity
$
888,385
$
802,609
See accompanying Notes to Consolidated Financial Statements
2
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
(Dollar amounts in thousands, except per share amounts)
Three Months Ended
Six Months Ended
June 30,
June 30,
2020
2019
2020
2019
Revenue
Gross premiums earned
$
107,803
$
83,315
$
200,168
$
165,912
Premiums ceded
( 34,354
)
( 31,317
)
( 65,073
)
( 62,730
)
Net premiums earned
73,449
51,998
135,095
103,182
Net investment income
1,604
4,226
1,412
7,504
Net realized investment gains (losses)
1,435
( 133
)
( 809
)
( 505
)
Net unrealized investment gains (losses)
2,884
1,326
( 1,921
)
6,619
Credit losses on investments
( 87
)
—
( 526
)
—
Policy fee income
847
800
1,676
1,595
Other
585
413
1,170
869
Total revenue
80,717
58,630
136,097
119,264
Expenses
Losses and loss adjustment expenses
39,843
24,293
67,921
51,289
Policy acquisition and other underwriting expenses
12,991
10,077
24,817
19,750
General and administrative personnel expenses
9,731
7,998
18,098
15,362
Interest expense
3,020
2,884
5,990
7,221
Loss on repurchases of convertible senior notes
150
—
150
—
Other operating expenses
3,159
3,063
6,641
6,044
Total expenses
68,894
48,315
123,617
99,666
Income before income taxes
11,823
10,315
12,480
19,598
Income tax expense
2,887
2,762
2,997
5,307
Net income
$
8,936
$
7,553
$
9,483
$
14,291
Basic earnings per share
$
1.16
$
0.93
$
1.23
$
1.75
Diluted earnings per share
$
1.08
$
0.90
$
1.23
$
1.72
See accompanying Notes to Consolidated Financial Statements.
3
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Unaudited)
(Amounts in thousands)
Three Months Ended
Six Months Ended
June 30,
June 30,
2020
2019
2020
2019
Net income
$
8,936
$
7,553
$
9,483
$
14,291
Other comprehensive income (loss):
Change in unrealized gain (loss) on investments:
Net unrealized gains (losses) arising during the period
3,280
1,626
( 191
)
4,330
Credit losses charged to income
87
—
526
—
Call and repayment (gains) losses charged to investment income
( 150
)
1
( 216
)
1
Reclassification adjustment for net realized gains
( 1,427
)
—
( 1,154
)
( 33
)
Net change in unrealized gains (losses)
1,790
1,627
( 1,035
)
4,298
Deferred income taxes on above change
( 440
)
( 413
)
253
( 1,090
)
Total other comprehensive income (loss), net of income taxes
1,350
1,214
( 782
)
3,208
Comprehensive income
$
10,286
$
8,767
$
8,701
$
17,499
See accompanying Notes to Consolidated Financial Statements.
4
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity
For the Three Months Ended June 30, 2020
(Unaudited)
(Dollar amounts in thousands, except per share amount)
Common Stock
Additional
Paid-In
Retained
Accumulated
Other
Comprehensive
Income,
Total
Stockholders’
Shares
Amount
Capital
Income
Net of Tax
Equity
Balance at March 31, 2020
7,735,204
$
—
$
—
$
179,210
$
46
$
179,256
Net income
—
—
—
8,936
—
8,936
Total other comprehensive income, net of
income taxes
—
—
—
—
1,350
1,350
Issuance of restricted stock
145,000
—
—
—
—
—
Forfeiture of restricted stock
( 5,220
)
—
—
—
—
—
Repurchase and retirement of common stock
( 29,102
)
—
( 1,309
)
—
—
( 1,309
)
Repurchase and retirement of common stock under
share repurchase plan
( 51,834
)
—
( 2,100
)
—
—
( 2,100
)
Common stock dividends ($ 0.40 per share)
—
—
—
( 3,067
)
—
( 3,067
)
Stock-based compensation
—
—
2,019
—
—
2,019
Additional paid-in capital shortfall allocated
to retained income
—
—
1,390
( 1,390
)
—
—
Balance at June 30, 2020
7,794,048
$
—
$
—
$
183,689
$
1,396
$
185,085
See accompanying Notes to Consolidated Financial Statements.
5
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders’ Equity
For the Three Months Ended June 30, 2019
(Unaudited)
(Dollar amounts in thousands, except per share amount)
Common Stock
Additional
Paid-In
Retained
Accumulated
Other
Comprehensive
Income,
Total
Stockholders’
Shares
Amount
Capital
Income
Net of Tax
Equity
Balance at March 31, 2019
8,359,889
$
—
$
103
$
186,396
$
541
$
187,040
Net income
—
—
—
7,553
—
7,553
Total other comprehensive income, net of
income taxes
—
—
—
—
1,214
1,214
Exercise of common stock options
10,000
—
63
—
—
63
Issuance of restricted stock
133,160
—
—
—
—
—
Forfeiture of restricted stock
( 264,211
)
—
—
—
—
—
Repurchase and retirement of common stock
( 24,478
)
—
( 1,005
)
—
—
( 1,005
)
Repurchase and retirement of common stock under
share repurchase plan
( 160,787
)
—
( 6,668
)
—
—
( 6,668
)
Common stock dividends ($ 0.40 per share)
—
—
—
( 3,192
)
—
( 3,192
)
Stock-based compensation
—
—
1,489
—
—
1,489
Additional paid-in capital shortfall allocated
to retained income
—
—
6,018
( 6,018
)
—
—
Balance at June 30, 2019
8,053,573
$
—
$
—
$
184,739
$
1,755
$
186,494
See accompanying Notes to Consolidated Financial Statements.
6
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity
For the Six Months Ended June 30, 2020
(Unaudited)
(Dollar amounts in thousands, except per share amount)
Common Stock
Additional
Paid-In
Retained
Accumulated
Other
Comprehensive
(Loss) Income,
Total
Stockholders’
Shares
Amount
Capital
Income
Net of Tax
Equity
Balance at December 31, 2019
7,764,564
$
—
$
—
$
183,365
$
2,178
$
185,543
Net income
—
—
—
9,483
—
9,483
Total other comprehensive loss, net of
income taxes
—
—
—
—
( 782
)
( 782
)
Cumulative effect on adoption of credit loss standard
—
—
—
( 453
)
—
( 453
)
Exercise of common stock options
10,000
—
63
—
—
63
Issuance of restricted stock
190,000
—
—
—
—
—
Forfeiture of restricted stock
( 12,358
)
—
—
—
—
—
Repurchase and retirement of common stock
( 29,473
)
—
( 1,326
)
—
—
( 1,326
)
Repurchase and retirement of common stock under
share repurchase plan
( 128,685
)
—
( 5,141
)
—
—
( 5,141
)
Common stock dividends ($ 0.80 per share)
—
—
—
( 6,162
)
—
( 6,162
)
Stock-based compensation
—
—
3,860
—
—
3,860
Additional paid-in capital shortfall allocated
to retained income
—
—
2,544
( 2,544
)
—
—
Balance at June 30, 2020
7,794,048
$
—
$
—
$
183,689
$
1,396
$
185,085
See accompanying Notes to Consolidated Financial Statements.
7
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity
For the Six Months Ended June 30, 2019
(Unaudited)
(Dollar amounts in thousands, except per share amount)
Common Stock
Additional
Paid-In
Retained
Accumulated
Other
Comprehensive
(Loss) Income,
Total
Stockholders’
Shares
Amount
Capital
Income
Net of Tax
Equity
Balance at December 31, 2018
8,356,730
$
—
$
—
$
182,894
$
( 1,453
)
$
181,441
Net income
—
—
—
14,291
—
14,291
Total other comprehensive income, net of income
taxes
—
—
—
—
3,208
3,208
Exercise of common stock options
10,000
—
63
—
—
63
Issuance of restricted stock
173,160
—
—
—
—
—
Forfeiture of restricted stock
( 268,892
)
—
—
—
—
—
Repurchase and retirement of common stock
( 24,849
)
—
( 1,023
)
—
—
( 1,023
)
Repurchase and retirement of common stock
under share repurchase plan
( 192,576
)
—
( 8,006
)
—
—
( 8,006
)
Common stock dividends ($ 0.80 per share)
—
—
—
( 6,428
)
—
( 6,428
)
Stock-based compensation
—
—
2,948
—
—
2,948
Additional paid-in capital shortfall allocated
to retained income
—
—
6,018
( 6,018
)
—
—
Balance at June 30, 2019
8,053,573
$
—
$
—
$
184,739
$
1,755
$
186,494
See accompanying Notes to Consolidated Financial Statements.
8
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
Six Months Ended
June 30,
2020
2019
Cash flows from operating activities:
Net income
$
9,483
$
14,291
Adjustments to reconcile net income to net cash provided by operating
activities:
Stock-based compensation
3,860
2,948
Net (accretion of discounts) amortization of premiums on investments
in fixed-maturity securities
( 60
)
127
Depreciation and amortization
4,359
4,702
Deferred income tax expense
1,527
592
Net realized investment losses
809
505
Net unrealized investment losses (gains)
1,921
( 6,619
)
Credit loss expense
177
—
Loss from unconsolidated joint venture
28
54
Net loss (income) from limited partnership interests
2,747
( 832
)
Distributions received from limited partnership interests
578
3,616
Loss on repurchases of convertible senior notes
150
—
Foreign currency remeasurement loss (gain)
84
( 5
)
Other non-cash items
31
271
Changes in operating assets and liabilities:
Accrued interest and dividends receivable
703
110
Income taxes
( 2,110
)
( 540
)
Premiums receivable
( 7,670
)
( 9,731
)
Prepaid reinsurance premiums
( 9,167
)
( 11,611
)
Reinsurance recoverable
32,248
45,831
Deferred policy acquisition costs
( 7,527
)
( 4,344
)
Other assets
5,235
( 1,393
)
Losses and loss adjustment expenses
( 3,535
)
( 53,344
)
Unearned premiums
48,071
35,697
Advance premiums
13,619
7,460
Assumed reinsurance balances payable
3
( 14
)
Accrued expenses and other liabilities
14,424
1,063
Net cash provided by operating activities
109,988
28,834
9
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows, continued
(Unaudited)
(Amounts in thousands)
Six Months Ended
June 30,
2020
2019
Cash flows from investing activities:
Investments in limited partnership interests
$
( 1,470
)
$
( 1,751
)
Distributions received from limited partnership interests
314
470
Purchase of property and equipment
( 5,349
)
( 1,313
)
Purchase of real estate investments
( 2,522
)
( 9,892
)
Purchase of fixed-maturity securities
( 28,281
)
( 75,727
)
Purchase of equity securities
( 20,392
)
( 15,778
)
Purchase of short-term and other investments
—
( 684
)
Proceeds from sales of fixed-maturity securities
78,186
2,985
Proceeds from calls, repayments and maturities of fixed-maturity securities
52,594
47,788
Proceeds from sales of equity securities
12,455
32,841
Proceeds from sales, redemptions and maturities of short-term and other
investments
460
66,897
Net cash provided by investing activities
85,995
45,836
Cash flows from financing activities:
Cash dividends paid
( 6,315
)
( 6,581
)
Cash dividends received under share repurchase forward contract
153
153
Proceeds from revolving credit facility
14,000
9,500
Proceeds from exercise of common stock options
63
63
Proceeds from issuance of long-term debt
10,000
—
Repayment of long-term debt
( 9,496
)
( 90,647
)
Repurchases of convertible senior notes
( 4,459
)
—
Repurchases of common stock
( 1,326
)
( 1,023
)
Repurchases of common stock under share repurchase plan
( 5,141
)
( 8,006
)
Debt issuance costs
( 165
)
( 459
)
Net cash used in financing activities
( 2,686
)
( 97,000
)
Effect of exchange rate changes on cash
( 51
)
25
Net increase (decrease) in cash, cash equivalents, and restricted cash
193,246
( 22,305
)
Cash, cash equivalents, and restricted cash at beginning of period
229,918
240,158
Cash, cash equivalents, and restricted cash at end of period
$
423,164
$
217,853
Supplemental disclosure of cash flow information:
Cash paid for income taxes
$
3,902
$
5,254
Cash paid for interest
$
3,737
$
5,453
Non-cash investing and financing activities:
Unrealized (loss) gain on investments in available-for-sale securities, net
of tax
$
( 782
)
$
3,208
Receivable from sales of equity securities
$
232
$
—
Receivable from maturities of fixed-maturity securities
$
—
$
2,000
Payable on purchases of equity securities
$
203
$
—
See accompanying Notes to Consolidated Financial Statements.
10
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 1 -- Nature of Operations
HCI Group, Inc., together with its subsidiaries (“HCI” or the “Company”), is primarily engaged in the property and casualty insurance business through two Florida domiciled insurance companies, Homeowners Choice Property & Casualty Insurance Company, Inc. (“HCPCI”) and TypTap Insurance Company (“TypTap”). HCPCI is authorized to underwrite various homeowners’ property and casualty insurance products and allied lines business in the state of Florida. HCPCI also offers flood-endorsed and wind-only policies to Florida customers and has regulatory approval to underwrite residential property and casualty insurance in the states of Arkansas, California, Maryland, North Carolina, New Jersey, Ohio, Pennsylvania, South Carolina and Texas. However, Florida is still HCPCI’s primary market. TypTap offers standalone flood and homeowners multi-peril policies. The operations of both insurance subsidiaries are supported by HCI Group, Inc. and certain HCI subsidiaries. In particular, the Company is developing technologies to collect and analyze claims and other supplemental data to generate savings and efficiency for the operations of the insurance subsidiaries. In addition, Greenleaf Capital, LLC, the Company’s real estate subsidiary, is primarily engaged in the businesses of owning and leasing real estate and operating marina facilities and one restaurant.
On February 5, 2020, HCPCI entered into a policy replacement agreement with Anchor Property & Casualty Insurance Company (“Anchor”). Under the agreement, Anchor cancelled all its policies as of April 1, 2020 and HCPCI offered short-term replacement policies to those policyholders, who are under no obligation to accept them. The replacement policies had substantially the same terms and rates as the cancelled polices and would expire on the same dates the cancelled policies would have expired had they not been cancelled. Upon expiration of the replacement policies, HCPCI will offer, but is not obligated to offer, renewals to those policyholders at its own rates and terms. Total replacement policies issued by the Company on April 1, 2020 approximated 40,000 .
Risks and Uncertainties Caused by Novel Coronavirus (“COVID-19”)
On March 11, 2020, the World Health Organization (“WHO”) declared the outbreak of COVID-19 a pandemic. COVID-19 is a respiratory illness caused by a virus that can spread from person to person. To contain the spread of COVID-19, measures have been undertaken in the United States of America and elsewhere around the world. These measures include, but are not limited to, domestic and international travel restrictions, temporary closure of nonessential businesses, cessation of public activity, and work-from-home orders, which has led to significantly reduced economic activity. To prevent the U.S. economy from further deterioration, several state and local governments have relaxed or lifted some of these measures even though infection rates remain above five percent, the level at which the WHO recommends rates fall below for at least 14 days before reopening. In Florida where the Company’s headquarters is located, a statewide stay-at-home order was issued and later lifted in May 2020. In response to the pandemic, the Company temporarily closed its offices in Florida and asked employees to work from home. The Company also closed temporarily its restaurant. Since then, some employees who have gone through the Company’s health safety training are allowed to alternate their work location between home and office. The Company quickly adjusted its technologies and infrastructure to support a remote workforce and maintain business continuity. As a provider of homeowners insurance, the Company continually prepares for disasters and catastrophic events, including events that could disrupt business continuity.
On March 27, 2020, Congress passed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which is intended to provide fast and direct economic assistance for American workers and families, small businesses, and to preserve jobs in American industries. The CARES Act includes, among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property.
11
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
The Company qualifies as a small business under the CARES Act but d id not apply for any of the government loan programs .
At present, the Company’s insurance subsidiaries do not foresee a direct material impact from the outbreak of COVID-19 in terms of increased claims and losses. However, the resulting economic uncertainty is adversely affecting the results of the Company’s investment portfolios (See Note 5 -- Investments). The Company generally holds or invests premiums collected from policyholders in the financial markets in order to earn income before claims need to be paid. Since the economic outlook started to deteriorate, the Company’s investments in limited partnerships, equity and fixed-maturity securities have decreased in value.
In addition, the Company’s insurance subsidiaries may experience difficulties collecting premiums from some policyholders. Policyholders with financial difficulties may decide not to renew insurance policies with the Company. Reinsurance companies with which the Company has contracted may also face liquidity issues and may not timely settle reinsurance balances that become due. Reinsurance costs have increased as reinsurers pay COVID-19 related claims worldwide and face the possibility of increases in the cost of capital needed to fund their operations.
Furthermore, due to the impact of the COVID-19 outbreak on retail business activities, rent payments due from the Company’s lessees may be delayed or not received. Some lessees, with the exception of all anchor tenants, have sought rent concessions in order to stay in business. In the near term, the Company determined there is no impairment to its real estate investments or intangible assets as the real estate market is inherently slower moving than equity and debt security markets. For other auxiliary operations such as restaurant and marina business, the temporary closure of these operations has no material impact on the Company’s results of operations.
It is too early to gauge the effectiveness of the CARES Act and any upcoming stimulus package in assisting targeted individuals and businesses and preventing further economic downturn. As of the date of issuance of these interim unaudited consolidated financial statements, the extent to which the COVID-19 pandemic may materially affect the Company's financial condition, liquidity, or results of operations in the medium and long-term future remains uncertain and unquantifiable.
Note 2 -- Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited, consolidated financial statements for HCI Group, Inc. and its majority-owned and controlled subsidiaries (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and the Securities and Exchange Commission (“SEC”) rules for interim financial reporting. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company’s financial position as of June 30, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for any subsequent interim period or for the fiscal year ending December 31, 2020. The accompanying unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2019 included in the Company’s Form 10-K, which was filed with the SEC on March 6, 2020.
12
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
In preparing the interim unaudited consolidated financial statements, management was required to make certain judgments, assumptions, and estimates that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the financial reporting date and throughout the periods being reported upon. Certain of the estimates result from judgments that can be subjective and complex and consequently actual results may differ from these estimates.
Material estimates that are particularly susceptible to significant change in the near term are related to the Company’s losses and loss adjustment expenses, which include amounts estimated for claims incurred but not yet reported. The Company uses various assumptions and actuarial data it believes to be reasonable under the circumstances to make these estimates. In addition, accounting policies specific to reinsurance with retrospective provisions, reinsurance recoverable, deferred income taxes, and stock-based compensation expense involve significant judgments and estimates material to the Company’s consolidated financial statements.
All significant intercompany balances and transactions have been eliminated.
Adoption of New Accounting Standards
In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-13 (“ASU 2016-13”), Financial Instruments - Credit Losses (Topic 326), effective January 1, 2020. This update amends guidance on the recognition and measurement of credit losses for assets held at amortized cost and available-for-sale debt securities. For assets held at amortized cost, ASU 2016-13 eliminates the probable initial recognition threshold and, instead, requires credit losses to be measured using the Current Expected Credit Loss (“CECL”) model. The CECL model requires the measurement of all expected credit losses based on historical experience, current conditions, and reasonable and supportable forecasts which incorporate forward-looking information. For available-for-sale debt securities, credit losses will continue to be measured in a manner similar to the current standard.
Effective January 1, 2020, the Company used a modified retrospective method for transition to the CECL model. The Company recognized a cumulative-effect adjustment of $ 453 related to reinsurance recoverable to beginning retained income with a corresponding entry to an allowance for credit losses account. Any subsequent changes to the expected credit losses will be recognized in the Company’s consolidated statement of income.
13
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Allowance for Credit Losses
Allowance for credit losses represents an estimation of potential losses that the Company may experience due to credit risk. The allowance for credit losses account is a contra account of a financial asset to reflect the net amount expected to be collected. Any increase or decrease in the allowance for credit losses related to investments is recognized and reflected as credit losses on investments in the Company’s consolidated statement of income. For all other financial assets, credit loss expense is included in other operating expenses. When the risk of credit loss becomes certain, the allowance for credit losses account will be written off against the financial asset. Under the CECL model, the Company measures all expected credit losses related to relevant financial assets based on historical experience, current conditions, and reasonable and supportable forecasts which incorporate forward-looking information. The Company primarily uses a discounted cash flow method and a rating-based method in estimating credit losses at a reporting date for financial assets under the scope of the CECL model. The discounted cash flow method is a valuation method used to estimate the value of a financial asset based on its future cash flows. The Company uses this method to determine the expected credit losses for available-for-sale fixed-maturity securities. In addition, the Company elects not to measure an allowance for credit losses for accrued interest receivable as any uncollectible amount is adjusted to interest income on a monthly basis.
For certain financial assets related to insurance business such as reinsurance recoverable and reinsurance receivable for premium refund, the Company uses a rating-based method, which is a modified version of the probability of default method. It requires two key inputs: a) the liquidation rate and b) the amount of loss exposure. The liquidation rate, which is published annually, is the ratio of impaired insurance companies that were eventually liquidated to the group of insurance companies considered by A.M. Best in its study. The amount of loss exposure represents the future billing balance, net of any collateral, spread over the projected periods that are based on the Company’s historical claim payment pattern. The rating-based method measures credit losses by multiplying the future billings grouped by insurance rating over the projected periods by their corresponding liquidation rates by insurance rating. At present, the exposure to credit losses for certain financial assets related to non-insurance business is considered immaterial to the Company’s financial position.
Limited Partnership Investments
The Company has interests in limited partnerships that are not registered under the United Stated Securities Act of 1933, as amended, the securities laws of any state or the securities laws of any other jurisdictions. The partnership interests cannot be resold in the public market and any withdrawal is subject to the terms and conditions of the partnership agreement. The Company has no influence over partnership operating and financial policies. The Company uses the equity method to account for the investments with ownership interest greater than five percent. For the investments with ownership interest at five percent or less, the Company uses the net asset value method to estimate the fair value of these investments. The Company generally recognizes its share of the limited partnership’s earnings or losses on a three-month lag. Due to the lag, the Company may record an adjustment to the Company’s most recent share of net asset value when the amount can be reasonably estimated and a significant adverse impact on the net asset value is expected as a result of a major economic event.
Net investment income or loss from limited partnerships represents a net aggregate amount of operating results allocated to the Company based on the percentage of ownership interest in each limited partnership.
14
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Pursuant to U.S. GAAP, these limited partnerships which are private equity funds must measure their investments at fair value and reflect the unrealized gains and losses in the fair value of their investments on their statement of income. As a result, the carrying value of limited partnership investments at each reporting date approximates their estimated fair value.
Premium Receivable
Premium receivable represents the amount of premiums due from policyholders for insurance coverage. Premiums are recorded as receivable in the Company’s general ledger on the effective date of the policy. Premiums are billed to the policyholder 45-60 days in advance of the effective date. The policyholder is given a 30-day grace period after the effective date to pay the premium before the insurance coverage is cancelled. If the policyholder does not pay the premium, the Company can cancel the policy and has no obligation to provide insurance coverage. Unpaid renewal policies are cancelled at midnight on the last day of the period for which the policyholder has paid. The unearned premium liability for the cancelled policy is reversed along with the premium receivable balance. Therefore, there is no unpaid earned premium and credit loss associated with the cancelled policy.
However, when the 30-day grace period falls between two reporting periods, the premium receivable balance at the end of the first reporting period may potentially be overstated for not considering the policy that is subsequently cancelled during the following reporting period. To mitigate the overstatement issue, the Company estimates the monetary impact from the subsequent policy cancellation by multiplying the historical cancellation rate to the premium receivable balance at the reporting date. The premium receivable balance, together with the unearned premium liability is then reduced by the computed amount.
At June 30, 2020 and December 31, 2019, allowances for uncollectible premiums were $ 1,034 and $ 528 , respectively.
Deferred Policy Acquisition Costs
Deferred policy acquisition costs (“DAC”) represent direct costs to acquire insurance contracts and consist of premium taxes and commissions paid to outside agents at the time of collection of the policy premium. DAC also includes a cash bonus and other related expenses in association with the successful transition of policies from Anchor for the replacement policies and issuance of renewal policies under the Company’s own rates and terms. DAC is amortized over the life of the related policy in relation to the amount of gross premiums earned.
The method followed in computing DAC limits the amount of such deferred costs to their estimated realizable value, which gives effect to the gross premium earned, related investment income, unpaid losses and loss adjustment expenses and certain other costs expected to be incurred as the premium is earned.
DAC is reviewed to determine if it is recoverable from future premium income, including investment income. If such costs are determined to be unrecoverable, they are expensed at the time of determination. The amount of DAC considered recoverable could be reduced in the near term if the estimates of total revenues discussed above are reduced or permanently impaired as a result of the disposition of a line of business. The amount of amortization of DAC could be revised in the near term if any of the estimates discussed above are revised.
15
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 3 -- Recent Accounting Pronouncements
Accounting Standards Update No. 2020-01. In January 2020, the Financial Accounting Standards Board issued Accounting Standards Update No. 2020-01 (“ASU 2020-01”) Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. This update, among others, clarifies the interaction of the accounting for equity securities under Topic 321 and investments under the equity method of accounting in Topic 323 when there is a change in level of ownership or degree of influence. ASU 2020-01 is effective for the Company beginning with the first quarter of 2021 and will be applied prospectively. Early adoption is permitted. This guidance will not have a material impact on the Company’s consolidated financial statements.
Note 4 -- Cash, Cash Equivalents, and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s consolidated balance sheets that sum to the total of the same such amounts shown in the statements of cash flows.
June 30,
December 31,
2020
2019
Cash and cash equivalents
$
422,464
$
229,218
Restricted cash
700
700
Total
$
423,164
$
229,918
Restricted cash primarily represents funds held by certain states in which the Company’s insurance subsidiaries conduct business to meet regulatory requirements.
16
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 5 -- Investments
a) Available-for-Sale Fixed-Maturity Securities
The Company holds investments in fixed-maturity securities that are classified as available-for-sale. At June 30, 2020 and December 31, 2019, the cost or amortized cost, allowance for credit loss, gross unrealized gains and losses, and estimated fair value of the Company’s available-for-sale securities by security type were as follows:
Cost or
Amortized
Allowance for Credit
Gross
Unrealized
Gross
Unrealized
Estimated
Fair
Cost
Loss
Gain
Loss
Value
As of June 30, 2020
U.S. Treasury and U.S. government agencies
$
12,146
$
—
$
296
$
—
$
12,442
Corporate bonds
73,662
( 526
)
1,664
( 392
)
74,408
State, municipalities, and political subdivisions
5,832
—
89
( 12
)
5,909
Exchange-traded debt
6,994
—
280
( 74
)
7,200
Redeemable preferred stock
35
—
—
( 1
)
34
Total
$
98,669
$
( 526
)
$
2,329
$
( 479
)
$
99,993
As of December 31, 2019
U.S. Treasury and U.S. government agencies
$
26,220
$
—
$
78
$
( 3
)
$
26,295
Corporate bonds
157,155
—
2,212
( 3
)
159,364
State, municipalities, and political subdivisions
7,763
—
149
—
7,912
Exchange-traded debt
8,698
—
462
( 15
)
9,145
Redeemable preferred stock
118
—
5
—
123
Total
$
199,954
$
—
$
2,906
$
( 21
)
$
202,839
Expected maturities will differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without penalties. The scheduled contractual maturities of fixed-maturity securities as of June 30, 2020 and December 31, 2019 are as follows:
Amortized
Estimated
Cost
Fair Value
As of June 30, 2020
Due in one year or less
$
40,293
$
40,672
Due after one year through five years
50,879
51,423
Due after five years through ten years
2,590
2,874
Due after ten years
4,907
5,024
$
98,669
$
99,993
Amortized
Estimated
Cost
Fair Value
As of December 31, 2019
Due in one year or less
$
63,135
$
63,429
Due after one year through five years
125,833
127,660
Due after five years through ten years
6,896
7,350
Due after ten years
4,090
4,400
$
199,954
$
202,839
17
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Sales of Available-for-Sale Fixed-Maturity Securities
Proceeds received, and the gross realized gains and losses from sales of available-for-sale securities, for the three and six months ended June 30, 2020 and 2019 were as follows:
Gross
Realized
Gross
Realized
Proceeds
Gains
Losses
Three months ended June 30, 2020
$
74,137
$
1,653
$
( 226
)
Three months ended June 30, 2019
$
74
$
—
$
—
Six months ended June 30, 2020
$
78,186
$
1,730
$
( 576
)
Six months ended June 30, 2019
$
2,985
$
34
$
( 1
)
Gross Unrealized Losses for Available-for-Sale Fixed-Maturity Securities
Securities with gross unrealized loss positions at June 30, 2020 and December 31, 2019, aggregated by investment category and length of time the individual securities have been in a continuous loss position, are as follows:
Less Than Twelve Months
Twelve Months or Longer
Total
Gross
Estimated
Gross
Estimated
Gross
Estimated
Unrealized
Fair
Unrealized
Fair
Unrealized
Fair
As of June 30, 2020
Loss
Value
Loss
Value
Loss
Value
Corporate bonds
$
( 392
)
$
7,785
$
—
$
—
$
( 392
)
$
7,785
State, municipalities, and political subdivisions
( 12
)
1,270
—
—
( 12
)
1,270
Exchange-traded debt
( 74
)
1,481
—
—
( 74
)
1,481
Redeemable preferred stock
( 1
)
35
—
—
( 1
)
35
Total
$
( 479
)
$
10,571
$
—
$
—
$
( 479
)
$
10,571
At June 30, 2020, there were 25 securities in an unrealized loss position. Of these securities, none had been in an unrealized loss position for 12 months or longer.
Less Than Twelve Months
Twelve Months or Longer
Total
Gross
Estimated
Gross
Estimated
Gross
Estimated
Unrealized
Fair
Unrealized
Fair
Unrealized
Fair
As of December 31, 2019
Loss
Value
Loss
Value
Loss
Value
U.S. Treasury and U.S. government agencies
$
( 3
)
$
2,292
$
—
$
—
$
( 3
)
$
2,292
Corporate bonds
( 3
)
4,597
—
—
( 3
)
4,597
Exchange-traded debt
( 15
)
345
—
—
( 15
)
345
Total
$
( 21
)
$
7,234
$
—
$
—
$
( 21
)
$
7,234
At December 31, 2019, there were eight securities in an unrealized loss position. Of these securities, none had been in an unrealized loss position for 12 months or longer.
18
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Allowance for Credit Losses of Available-for-Sale Fixed-Maturity Securities
The Company regularly reviews its individual investment securities for credit impairment. The Company considers various factors in determining whether each individual security is impaired, including-
•
the financial condition and near-term prospects of the issuer, including any specific events that may affect its operations or earnings;
•
the extent to which the market value of the security has been below its cost or amortized cost;
•
general market conditions and industry or sector specific factors and other qualitative factors;
•
nonpayment by the issuer of its contractually obligated interest and principal payments; and
•
the Company’s intent and ability to hold the investment for a period of time sufficient to allow for the recovery of costs.
The table below summarized the activity in the allowance for credit losses of available-for-sale securities for the three and six months ended on June 30, 2020:
2020
Balance at January 1
$
—
Credit loss expense
439
Balance at March 31
$
439
Credit loss expense
87
Balance at June 30
$
526
b) Equity Securities
The Company holds investments in equity securities measured at fair values which are readily determinable. At June 30, 2020 and December 31, 2019, the cost, gross unrealized gains and losses, and estimated fair value of the Company’s equity securities were as follows:
Gross
Unrealized
Gross
Unrealized
Estimated
Fair
Cost
Gain
Loss
Value
June 30, 2020
$
37,808
$
2,707
$
( 1,206
)
$
39,309
December 31, 2019
$
31,863
$
3,652
$
( 230
)
$
35,285
The table below presents the portion of unrealized gains and losses in the Company’s consolidated statement of income for the periods related to equity securities still held.
Three Months Ended
Six Months Ended
June 30,
June 30,
2020
2019
2020
2019
Net gains (losses) recognized
$
2,892
$
1,193
$
( 3,884
)
$
6,030
Exclude: Net realized gains (losses) recognized for
securities sold
8
( 133
)
( 1,963
)
( 589
)
Net unrealized gains (losses) recognized
$
2,884
$
1,326
$
( 1,921
)
$
6,619
19
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Sales of Equity Securities
Proceeds received, and the gross realized gains and losses from sales of equity securities, for the three and six months ended June 30, 2020 and 2019 were as follows:
Gross
Realized
Gross
Realized
Proceeds
Gains
Losses
Three months ended June 30, 2020
$
3,448
$
184
$
( 176
)
Three months ended June 30, 2019
$
4,967
$
113
$
( 246
)
Six months ended June 30, 2020
$
12,455
$
969
$
( 2,932
)
Six months ended June 30, 2019
$
32,841
$
2,187
$
( 2,776
)
c) Limited Partnership Investments
The Company has interests in limited partnerships that are not registered or readily tradeable on a securities exchange. These partnerships are private equity funds managed by general partners who make decisions with regard to financial policies and operations. As such, the Company is not the primary beneficiary and does not consolidate these partnerships . The following table provides information related to the Company’s investments in limited partnerships:
June 30, 2020
December 31, 2019
Carrying
Unfunded
Carrying
Unfunded
Investment Strategy
Value
Balance
(%)(a)
Value
Balance
(%)(a)
Primarily in senior secured loans and, to a
limited extent, in other debt and equity
securities of private U.S. lower-middle-market
companies. (b)(c)(e)
$
9,394
$
2,085
15.37
$
9,659
$
2,085
15.37
Value creation through active distressed debt
investing primarily in bank loans, public and
private corporate bonds, asset-backed
securities, and equity securities received in
connection with debt restructuring. (b)(d)(e)
5,691
—
1.76
5,985
—
1.76
High returns and long-term capital appreciation
through investments in the power, utility and
energy industries, and in the infrastructure
sector. (b)(f)(g)
6,289
1,401
0.18
9,188
1,391
0.18
Value-oriented investments in less liquid and
mispriced senior and junior debts of private
equity-backed companies. (b)(h)(i)
3,071
1,542
0.47
1,602
3,106
0.47
Value-oriented investments in mature real
estate private equity funds and portfolio
globally. (b)(j)
1,732
8,632
2.24
1,912
8,548
2.24
Total
$
26,177
$
13,660
$
28,346
$
15,130
(a)
Represents the Company’s percentage investment in the fund at each balance sheet date.
(b)
Except under certain circumstances, withdrawals from the funds or any assignments are not permitted. Distributions, except income from late admission of a new limited partner, will be received when underlying investments of the funds are liquidated.
20
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
(c)
Expected to have a ten-year term . A lthough the capital commitment period has expired, there are still follow-on in vest ments and pending commitments that require additional fundings.
(d)
Expected to have a three-year term from June 30, 2018. Although the capital commitment period has ended, the general partner could still request an additional funding of approximately $ 843 under certain circumstances.
(e)
At the fund manager’s discretion, the term of the fund may be extended for up to two additional one-year periods.
(f)
Expected to have a ten-year term. The capital commitment period has expired but the general partner may request additional funding for follow-on investment.
(g)
With the consent of a supermajority of partners, the term of the fund may be extended for up to three additional one-year periods.
(h)
Expected to have a six-year term from the commencement date, which can be extended for up to two additional one-year periods with the consent of either the advisory committee or a majority of limited partners.
(i)
The capital commitment was extended and is now expected to expire on December 1, 2020 .
(j)
Expected to have an eight-year term from November 27, 2019.
The following is the summary of aggregated unaudited financial information of limited partnerships included in the investment strategy table above, which in certain cases is presented on a three-month lag due to the unavailability of information at the Company’s respective balance sheet dates. The financial statements of these limited partnerships are audited annually.
Three Months Ended
Six Months Ended
June 30,
June 30,
2020
2019
2020
2019
Operating results:
Total income
$
( 1,230,124
)
$
338,414
$
( 1,681,016
)
$
247,901
Total expenses
( 25,708
)
( 32,140
)
( 80,520
)
( 81,173
)
Net (loss) income
$
( 1,255,832
)
$
306,274
$
( 1,761,536
)
$
166,728
June 30,
December 31,
2020
2019
Balance Sheet:
Total assets
$
5,101,450
$
6,850,913
Total liabilities
$
641,725
$
549,562
For the three and six months ended June 30, 2020, the Company recognized net investment income of $ 188 and net investment loss of $ 2,747 , respectively. During the three and six months ended June 30, 2020, the Company received total cash distributions of $ 196 and $ 892 , respectively, including returns on investment of $ 196 and $ 578 , respectively.
For the three and six months ended June 30, 2019, the Company recognized net investment income of $ 1,043 and $ 832 , respectively, for these investments. During the three and six months ended June 30, 2019, the Company received total cash distributions of $ 3,073 and $ 4,086 , respectively. Cash distributions representing return on investment were $ 2,603 and $ 3,616 for the three and six months ended June 30, 2019, respectively. At June 30, 2020 and December 31, 2019, the Company’s cumulative contributed capital to the partnerships at each respective balance sheet date totaled $ 30,998 and $ 29,528 , respectively, and the Company’s maximum exposure to loss aggregated $ 26,177 and $ 28,346 , respectively.
21
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
d ) Investment in Unconsolidated Joint Venture
Melbourne FMA, LLC, a wholly owned subsidiary, currently has an equity investment in FMKT Mel JV, a Florida limited liability company treated as a joint venture under U.S. GAAP. At June 30, 2020 and December 31, 2019, the Company’s maximum exposure to loss relating to the variable interest entity was $ 734 and $ 762 , respectively, representing the carrying value of the investment. There were no cash distributions during the six months ended June 30, 2020 and 2019. At June 30, 2020 and December 31, 2019, there was no undistributed income from this equity method investment. The following tables provide FMJV’s summarized unaudited financial results and the unaudited financial positions:
Three Months Ended
Six Months Ended
June 30,
June 30,
2020
2019
2020
2019
Operating results:
Total revenues and gain
$
—
$
—
$
—
$
2
Total expenses
( 13
)
( 24
)
( 32
)
( 62
)
Net loss
$
( 13
)
$
( 24
)
$
( 32
)
$
( 60
)
The Company’s share of net loss*
$
( 12
)
$
( 21
)
$
( 28
)
$
( 54
)
*
Included in net investment income in the Company’s consolidated statements of income.
June 30,
December 31,
2020
2019
Balance Sheet:
Property and equipment, net
$
723
$
741
Cash
96
102
Other
4
4
Total assets
$
823
$
847
Other liabilities
$
8
$
—
Members’ capital
815
847
Total liabilities and members’ capital
$
823
$
847
Investment in unconsolidated joint venture, at equity**
$
734
$
762
* *
Includes the 90 % share of FMKT Mel JV’s operating results.
e) Assets Held for Sale
On April 9, 2020, Greenleaf Capital, LLC decided to offer for sale its investment property in Riverview, Florida. The proceeds from the sale are expected to exceed the property’s carrying value of $ 4,519 and, accordingly, no impairment loss was recognized on the classification of this property as held for sale.
22
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
f ) Real Estate Investments
Real estate investments consist of the following as of June 30, 2020 and December 31, 2019.
June 30,
December 31,
2020
2019
Land
$
36,681
$
39,511
Land improvements
11,422
11,907
Buildings
23,006
24,086
Tenant and leasehold improvements
1,246
1,487
Other
5,928
3,489
Total, at cost
78,283
80,480
Less: accumulated depreciation and amortization
( 7,375
)
( 6,717
)
Real estate investments
$
70,908
$
73,763
Depreciation and amortization expense related to real estate investments was $ 432 and $ 422 for the three months ended June 30, 2020 and 2019, respectively, and $ 887 and $ 754 for the six months ended June 30, 2020 and 2019, respectively. During the second quarter of 2020, the Company classified the investment property as described earlier to assets held for sale.
g) Net Investment (Loss) Income
Net investment (loss) income, by source, is summarized as follows:
Three Months Ended
Six Months Ended
June 30,
June 30,
2020
2019
2020
2019
Available-for-sale fixed-maturity securities
$
1,243
$
1,622
$
2,758
$
3,157
Equity securities
299
293
634
674
Investment expense
( 124
)
( 106
)
( 242
)
( 235
)
Limited partnership investments
188
1,043
( 2,747
)
832
Real estate investments
( 346
)
( 105
)
( 265
)
201
Loss from unconsolidated joint venture
( 12
)
( 21
)
( 28
)
( 54
)
Cash and cash equivalents
362
1,484
1,301
2,554
Short-term investments
( 6
)
16
1
375
Net investment income
$
1,604
$
4,226
$
1,412
$
7,504
23
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 6 -- Comprehensive Income (Loss)
Comprehensive income (loss) includes net income and other comprehensive income or loss, which for the Company includes changes in unrealized gains or losses of investments carried at fair value and changes in the allowance for credit losses related to these investments. Reclassification adjustments for realized (gains) losses are reflected in net realized investment gains (losses) on the consolidated statements of income. The components of other comprehensive income or loss and the related tax effects allocated to each component were as follows:
Three Months Ended
Three Months Ended
June 30, 2020
June 30, 2019
Income Tax
Income Tax
Before
Expense
Net of
Before
Expense
Net of
Tax
(Benefit)
Tax
Tax
(Benefit)
Tax
Unrealized gains arising during the period
$
3,280
$
805
$
2,475
$
1,626
$
413
$
1,213
Change in allowance for credit losses
87
21
66
—
—
—
Call and repayment (gains) losses charged to
investment income
( 150
)
( 37
)
( 113
)
1
—
1
Reclassification adjustment for realized
gains
( 1,427
)
( 349
)
( 1,078
)
—
—
—
Total other comprehensive gains
$
1,790
$
440
$
1,350
$
1,627
$
413
$
1,214
Six Months Ended
Six Months Ended
June 30, 2020
June 30, 2019
Income Tax
Income Tax
Before
Expense
Net of
Before
Expense
Net of
Tax
(Benefit)
Tax
Tax
(Benefit)
Tax
Unrealized (losses) gains arising during the period
$
( 191
)
$
( 46
)
$
( 145
)
$
4,330
$
1,098
$
3,232
Change in allowance for credit losses
526
129
397
—
—
—
Call and repayment gains charged to
investment income
( 216
)
( 53
)
( 163
)
1
—
1
Reclassification adjustment for
realized gains
( 1,154
)
( 283
)
( 871
)
( 33
)
( 8
)
( 25
)
Total other comprehensive (losses) gains
$
( 1,035
)
$
( 253
)
$
( 782
)
$
4,298
$
1,090
$
3,208
Note 7 -- Fair Value Measurements
The Company records and discloses certain financial assets at their estimated fair value. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows:
Level 1
-
Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2
-
Other inputs that are observable for the asset, either directly or indirectly such as quoted prices for identical assets that are not observable throughout the full term of the asset.
Level 3
-
Inputs that are unobservable.
24
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Valuation Methodology
Cash and cash equivalents
Cash and cash equivalents primarily consist of money-market funds and certificates of deposit maturing within 90 days. Their carrying value approximates fair value due to the short maturity and high liquidity of these funds.
Short-term investments
Short-term investments consist of certificates of deposit with maturities of 91 to 365 days . Due to their short maturity, the carrying value approximates fair value.
Fixed-maturity and equity securities
Estimated fair values of the Company’s fixed-maturity and equity securities are determined in accordance with U.S. GAAP, using valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Fair values are generally measured using quoted prices in active markets for identical securities or other inputs that are observable either directly or indirectly, such as quoted prices for similar securities. In those instances where observable inputs are not available, fair values are measured using unobservable inputs. Unobservable inputs reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the security and are developed based on the best information available in the circumstances. Fair value estimates derived from unobservable inputs are significantly affected by the assumptions used, including the discount rates and the estimated amounts and timing of future cash flows. The derived fair value estimates cannot be substantiated by comparison to independent markets and are not necessarily indicative of the amounts that would be realized in a current market exchange.
The estimated fair values for securities that do not trade on a daily basis are determined by management, utilizing prices obtained from an independent pricing service and information provided by brokers, which are level 2 inputs. Management reviews the assumptions and methods utilized by the pricing service and then compares the relevant data and pricing to broker-provided data. The Company gains assurance of the overall reasonableness and consistent application of the assumptions and methodologies and compliance with accounting standards for fair value determination through ongoing monitoring of the reported fair values.
Revolving Credit Facility
The Company’s revolving credit facility is a variable-rate loan. The interest rate is periodically adjusted based on the London Interbank Offered Rate plus a spread. As a result, its carrying value approximates fair value.
25
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Long-term debt
The following table summarizes components of the Company’s long-term debt and methods used in estimating their fair values:
Maturity
Date
Valuation Methodology
4.25 % Convertible senior notes
2037
Quoted price
3.90 % Promissory note
2032
Discounted cash flow method/Level 3 inputs
4 % Promissory note
2031
Discounted cash flow method/Level 3 inputs
3.75 % Callable promissory note
2036
Discounted cash flow method/Level 3 inputs
4.55 % Promissory note
2036
Discounted cash flow method/Level 3 inputs
Assets Measured at Estimated Fair Value on a Recurring Basis
The following table presents information about the Company’s financial assets measured at estimated fair value on a recurring basis. The table indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value as of June 30, 2020 and December 31, 2019:
Fair Value Measurements Using
(Level 1)
(Level 2)
(Level 3)
Total
As of June 30, 2020
Financial Assets:
Cash and cash equivalents
$
424,464
$
—
$
—
$
424,464
Restricted cash
$
700
$
—
$
—
$
700
Fixed-maturity securities:
U.S. Treasury and U.S. government agencies
$
10,899
$
1,543
$
—
$
12,442
Corporate bonds
74,409
—
—
74,409
State, municipalities, and political subdivisions
—
5,909
—
5,909
Exchange-traded debt
7,200
—
—
7,200
Redeemable preferred stock
33
—
—
33
Total available-for-sale securities
$
92,541
$
7,452
$
—
$
99,993
Equity securities
$
39,309
$
—
$
—
$
39,309
Fair Value Measurements Using
(Level 1)
(Level 2)
(Level 3)
Total
As of December 31, 2019
Financial Assets:
Cash and cash equivalents
$
229,218
$
—
$
—
$
229,218
Restricted cash
$
700
$
—
$
—
$
700
Short-term investments
$
491
$
—
$
—
$
491
Fixed-maturity securities:
U.S. Treasury and U.S. government agencies
$
25,294
$
1,001
$
—
$
26,295
Corporate bonds
159,364
—
—
159,364
State, municipalities, and political subdivisions
—
7,912
—
7,912
Exchange-traded debt
9,145
—
—
9,145
Redeemable preferred stock
123
—
—
123
Total available-for-sale securities
$
193,926
$
8,913
$
—
$
202,839
Equity securities
$
35,285
$
—
$
—
$
35,285
26
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Assets and Liabilities Carried at Other Than Estimated Fair Value
The following tables present fair value information for assets and liabilities that are carried on the balance sheet at amounts other than fair value as of June 30, 2020 and December 31, 2019:
Carrying
Fair Value Measurements Using
Estimated
Value
(Level 1)
(Level 2)
(Level 3)
Fair Value
As of June 30, 2020
Financial Liabilities:
Revolving credit facility
$
23,750
$
—
$
23,750
$
—
$
23,750
Long-term debt:
4.25 % Convertible senior notes
$
131,858
$
—
$
137,460
$
—
$
137,460
3.90 % Promissory note
9,777
—
—
10,565
10,565
4 % Promissory note
6,982
—
—
7,421
7,421
3.75 % Callable promissory note
7,671
—
—
8,100
8,100
4.55 % Promissory note
5,499
—
—
5,971
5,971
Total long-term debt
$
161,787
$
—
$
137,460
$
32,057
$
169,517
Carrying
Fair Value Measurements Using
Estimated
Value
(Level 1)
(Level 2)
(Level 3)
Fair Value
As of December 31, 2019
Financial Liabilities:
Revolving credit facility
$
9,750
$
—
$
9,750
$
—
$
9,750
Long-term debt:
4.25 % Convertible senior notes
$
134,075
$
—
$
147,375
$
—
$
147,375
3.95 % Promissory note
8,875
—
—
8,887
8,887
4 % Promissory note
7,237
—
—
7,409
7,409
3.75 % Callable promissory note
7,837
—
—
7,861
7,861
4.55 % Promissory note
5,611
—
—
5,802
5,802
Total long-term debt
$
163,635
$
—
$
147,375
$
29,959
$
177,334
Note 8 -- Deferred Policy Acquisition Costs
In connection with the transition of insurance policies from Anchor described in Note 1 -- “Nature of Operations,” the Company incurred $ 3,023 of direct costs, consisting of a bonus to Anchor of $ 2,898 and other related expenses of $ 125 . The Company agreed to pay Anchor a cash bonus of $ 50 per $1,000 of premium for all policies in forces at June 1, 2020 that were in compliance with the conditions stated in the agreement. At June 30, 2020, other liabilities included $ 1,653 representing the remaining bonus payable to Anchor.
Note 9 -- Property and Equipment, Net
On April 2, 2020, Greenleaf Capital, LLC entered into a purchase and sale agreement with Tampa-Coconut Palms Office Building Exchange, LLC to acquire an office building in Tampa, Florida for a purchase price of $ 4,000 in cash. The building will be used as the Company’s secondary site in the Tampa Bay area. The transaction was completed on May 18, 2020 and accounted for as an asset acquisition.
27
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 10 -- Other Assets
The following table summarizes the Company’s other assets.
June 30,
December 31,
2020
2019
Benefits receivable related to retrospective
reinsurance contract
$
1,560
$
9,480
Prepaid expenses
2,373
2,107
Deposits
3,352
1,678
Lease acquisition costs, net
516
566
Other
4,164
3,249
Total other assets
$
11,965
$
17,080
Note 11 -- Revolving Credit Facility
During the first quarter of 2020, the Company borrowed an additional amount of $ 14,000 for general business purposes. For the three months ended June 30, 2020 and 2019, interest expense was $ 162 and $ 127 , respectively, including $ 40 of amortization of issuance costs in each of the periods. For the six months ended June 30, 2020 and 2019, interest expense was $ 315 and $ 196 , respectively, including $ 79 of amortization of issuance costs in each of the periods. At June 30, 2020, the Company was in compliance with all required covenants, and there were $ 23,750 of borrowings outstanding.
Note 12 -- Long-Term Debt
The following table summarizes the Company’s long-term debt.
June 30,
December 31,
2020
2019
4.25 % Convertible senior notes, due March 1, 2037
$
139,200
$
143,750
3.95 % Promissory note, due through February 17, 2020
—
8,881
4 % Promissory note, due through February 1, 2031
7,081
7,345
3.75 % Callable promissory note, due through September 1, 2036
7,783
7,955
4.55 % Promissory note, due through August 1, 2036
5,588
5,704
3.90 % Promissory note, due through April 1, 2032
9,945
—
Finance lease liabilities, due through August 15, 2023
52
60
Total principal amount
169,649
173,695
Less: unamortized discount and issuance costs
( 7,810
)
( 10,000
)
Total long-term debt
$
161,839
$
163,695
28
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
The following table summarizes future maturities of long-term debt as of June 30, 2020, which takes into consideration the assumption that the 4.25 % Convertible Senior Notes are repurchased at the earliest call date.
Due in 12 months following June 30,
2020
$
1,494
2021
140,755
2022
1,612
2023
1,668
2024
1,733
Thereafter
22,387
Total
$
169,649
Information with respect to interest expense related to long-term debt is as follows:
Three Months Ended
Six Months Ended
June 30,
June 30,
2020
2019
2020
2019
Interest Expense:
Contractual interest
$
1,832
$
1,837
$
3,638
$
4,394
Non-cash expense (a)
1,068
999
2,120
2,789
Capitalized interest (b)
( 42
)
( 79
)
( 83
)
( 158
)
$
2,858
$
2,757
$
5,675
$
7,025
(a)
Includes amortization of debt discount and issuance costs.
(b)
Interest was capitalized for a construction project.
Convertible Senior Notes
4.25% Convertible Notes . The Company’s recent cash dividends on common stock have exceeded $ 0.35 per share, resulting in adjustments to the conversion rate of the 4.25% Convertible Notes. Accordingly, as of June 30, 2020, the conversion rate of the Company’s 4.25 % Convertible Notes was 16.4039 shares of common stock for each $1 in principal amount, which was the equivalent of approximately $ 60.96 per share. In June 2020, the Company repurchased an aggregate of $ 4,550 in principal of the 4.25% Convertible Notes and recognized a $ 150 loss from the repurchases.
As of June 30, 2020, the remaining amortization period of the debt discount for 4.25% Convertible Notes was expected to be 1.7 years.
3.95% Promissory Note
In February 2020, the Company repaid its 3.95 % Promissory Note .
29
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
3.90% Promissory Note
On February 28, 2020, the Company entered into a loan agreement with American Equity Investment Life Insurance Company for gross proceeds of $ 10,000 . The agreement bears interest at a fixed rate of 3.90 % and is secured by the Company’s shopping center property in Melbourne, Florida and the assignment of associated lease agreements. Approximately $ 60 of principal and interest is payable in 143 monthly installments beginning April 1, 2020 plus a final balloon payment of $ 5,007 including principal and unpaid interest payable on March 1, 2032 . The promissory note may be repaid in full at any time as long as the Company provides at least 60 days’ written notice and pays a prepayment premium and processing fee. The proceeds were primarily used to repay the 3.95% Promissory Note due in February 2020.
On March 19, 2020, the loan agreement was modified to revise the due dates for the first and last installments to May 1, 2020 and April 1, 2032 , respectively, while other terms and conditions remain intact.
Note 13 -- Reinsurance
The Company cedes a portion of its homeowners’ insurance exposure to other entities under catastrophe excess of loss reinsurance contracts and one quota share reinsurance agreement. Ceded premiums under most catastrophe excess of loss reinsurance contracts are subject to revision resulting from subsequent adjustments in total insured value. Under the terms of the quota share reinsurance agreement, the Company is entitled to a 30 % ceding commission on ceded premiums written. The reinsurance premiums under one flood catastrophe excess of loss reinsurance contract are generally determined on a quarterly basis based on the premiums associated with the applicable flood total insured value in force on the last day of the preceding quarter.
The Company remains liable for claims payments in the event that any reinsurer is unable to meet its obligations under the reinsurance agreements. Failure of reinsurers to honor their obligations could result in losses to the Company. The Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities or economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. The Company contracts with a number of reinsurers to secure its annual reinsurance coverage, which generally becomes effective June 1st each year. The Company purchases reinsurance each year taking into consideration probable maximum losses and reinsurance market conditions.
30
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
The impact of the reinsurance contracts on premiums written and earned is as follows:
Three Months Ended
Six Months Ended
June 30,
June 30,
2020
2019
2020
2019
Premiums Written:
Direct
$
171,906
$
133,441
$
248,478
$
201,053
Assumed
( 25
)
—
( 79
)
( 2
)
Gross written
171,881
133,441
248,399
201,051
Ceded
( 34,354
)
( 31,317
)
( 65,073
)
( 62,730
)
Net premiums written
$
137,527
$
102,124
$
183,326
$
138,321
Premiums Earned:
Direct
$
106,852
$
83,315
$
197,619
$
165,914
Assumed
951
—
2,549
( 2
)
Gross earned
107,803
83,315
200,168
165,912
Ceded
( 34,354
)
( 31,317
)
( 65,073
)
( 62,730
)
Net premiums earned
$
73,449
$
51,998
$
135,095
$
103,182
During the three and six months ended June 30, 2020, ceded losses of $ 11 and $ 349 , respectively, were recognized as a reduction in losses and loss adjustment expenses. There were no ceded losses recognized during the three and six months ended June 30, 2019. At June 30, 2020 and December 31, 2019, there were 40 and 31 reinsurers, respectively, participating in the Company’s reinsurance program. Total gross amounts recoverable and receivable from reinsurers at June 30, 2020 and December 31, 2019 were $ 100,430 and $ 132,678 , respectively. Approximately 47.3 % of the reinsurance recoverable balance at June 30, 2020 was receivable from the Florida Hurricane Catastrophe Fund, a state trust fund. Based on all available information considered in the rating-based method described in Note 2 -- “Summary of Significant Accounting Policies,” the Company recognized a decrease in credit loss expense of $ 325 and $ 349 for the three and six months ended June 30, 2020, respectively. Allowances for credit losses related to the reinsurance recoverable balance were $ 104 and $ 0 at June 30, 2020 and December 31, 2019, respectively.
One of the reinsurance contracts includes retrospective provisions that adjust premiums in the event losses are minimal or zero. For the three and six months ended June 30, 2020, the Company recognized reductions in premiums ceded of $ 3,240 and $ 5,760 , respectively, related to these adjustments in the consolidated statement of income. For the three and six months ended June 30, 2019, the Company recognized net reductions in premiums ceded of $ 1,226 and $ 1,738 , respectively, related to these adjustments.
Amounts receivable pursuant to retrospective provisions are reflected in other assets. At June 30, 2020 and December 31, 2019, other assets included $ 1,560 and $ 9,480 related to these adjustments, respectively. In June 2020, the Company received $ 13,680 of premium refund under the retrospective reinsurance contract that ended May 31, 2020. Management believes the credit risk associated with the collectability of these accrued benefits is minimal as the amount receivable is concentrated with one reinsurer and the Company monitors the creditworthiness of this reinsurer based on available information about the reinsurer’s financial condition.
31
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 14 -- Losses and Loss Adjustment Expenses
The liability for losses and loss adjustment expenses is determined on an individual case basis for all claims reported. The liability also includes amounts for unallocated expenses, anticipated future claim development and losses incurred but not reported.
The Company primarily writes insurance in the state of Florida, which could be exposed to hurricanes or other natural catastrophes. The occurrence of a major catastrophe could have a significant effect on the Company’s quarterly results and cause a temporary disruption of the normal operations of the Company. However, the Company is unable to predict the frequency or severity of any such events that may occur in the near term or thereafter.
Activity in the liability for unpaid losses and loss adjustment expenses is summarized as follows:
Three Months Ended
Six Months Ended
June 30,
June 30,
2020
2019
2020
2019
Net balance, beginning of period*
$
105,876
$
98,453
$
98,174
$
94,826
Incurred, net of reinsurance, related to:
Current period
40,493
21,416
66,296
45,737
Prior period
( 650
)
2,877
1,625
5,552
Total incurred, net of reinsurance
39,843
24,293
67,921
51,289
Paid, net of reinsurance, related to:
Current period
( 11,329
)
( 13,778
)
( 15,813
)
( 17,708
)
Prior period
( 11,261
)
( 13,623
)
( 27,153
)
( 33,062
)
Total paid, net of reinsurance
( 22,590
)
( 27,401
)
( 42,966
)
( 50,770
)
Net balance, end of period
123,129
95,345
123,129
95,345
Add: reinsurance recoverable before allowance for
credit losses
88,033
58,897
88,033
58,897
Gross balance, end of period
$
211,162
$
154,242
$
211,162
$
154,242
*Net balance represents beginning-of-period liability for unpaid losses and loss adjustment expenses less beginning-of-period reinsurance recoverable for unpaid losses and loss adjustment expenses.
The establishment of loss reserves is an inherently uncertain process and changes in loss reserve estimates are expected as these estimates are subject to the outcome of future events. Changes in estimates, or during which such estimates are adjusted. During the three months ended June 30, 2020, the Company derecognized losses related to prior periods of $ 650 primarily to decrease the reserve for 2019 loss year. For the six months ended June 30, 2020, the Company recognized losses related to prior periods of $ 1,625 for unfavorable development for 2019 resulting from litigation.
32
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 15 -- Segment Information
The Company identifies its operating divisions based on organizational structure and revenue source. Currently, the Company has three reportable segments: insurance operations, real estate operations, and corporate and other. Due to their economic characteristics, the Company’s property and casualty insurance division and reinsurance division are grouped together into one reportable segment under insurance operations. The real estate operations segment includes companies engaged in operating commercial properties the Company owns for investment purposes or for use in its own operations. The corporate and other segment represents the activities of the holding companies, the information technology division, and other companies that do not meet the quantitative and qualitative thresholds for a reportable segment. The determination of segments may change over time due to changes in operational emphasis, revenues, and results of operations. The Company’s chief executive officer, who serves as the Company’s chief operating decision maker, evaluates each division’s financial and operating performance based on revenue and operating income.
For the three months ended June 30, 2020 and 2019, revenues from the Company’s insurance operations before intracompany elimination represented 96.2 % and 95.2 %, respectively, of total revenues of all operating segments. For the six months ended June 30, 2020 and 2019, revenues from the Company’s insurance operations before intracompany elimination represented 96.0 % and 94.9 %, respectively, of total revenues of all operating segments. At June 30, 2020 and December 31, 2019, insurance operations’ total assets represented 85.9 % and 85.5 %, respectively, of the combined assets of all operating segments. The following tables present segment information reconciled to the Company’s consolidated statements of income. Intersegment transactions are not eliminated from segment results. However, intracompany transactions are eliminated in segment results below.
Insurance
Real
Corporate/
Reclassification/
For Three Months Ended June 30, 2020
Operations
Estate(a)
Other(b)
Elimination
Consolidated
Revenue:
Net premiums earned
$
73,449
$
—
$
—
$
—
$
73,449
Net investment income (loss)
2,076
2
104
( 578
)
1,604
Net realized investment gains (losses)
1,483
—
( 48
)
—
1,435
Net unrealized investment gains
2,473
—
411
—
2,884
Credit losses on investments
( 87
)
—
—
—
( 87
)
Policy fee income
847
—
—
—
847
Other
320
2,419
518
( 2,672
)
585
Total revenue
80,561
2,421
985
( 3,250
)
80,717
Expenses:
Losses and loss adjustment expenses
39,843
—
—
—
39,843
Amortization of deferred policy acquisition costs
12,511
—
—
—
12,511
Interest expense
1
498
2,742
( 221
)
3,020
Depreciation and amortization
27
640
409
( 596
)
480
Other
7,607
1,406
6,460
( 2,433
)
13,040
Total expenses
59,989
2,544
9,611
( 3,250
)
68,894
Income (loss) before income taxes
$
20,572
$
( 123
)
$
( 8,626
)
$
—
$
11,823
Total revenue from non-affiliates(c)
$
80,561
$
1,954
$
444
(a)
Other revenue under real estate primarily consisted of rental income from investment properties.
(b)
Other revenue under corporate and other primarily consisted of revenue from restaurant and marina businesses.
(c)
Represents amounts before reclassification of certain revenue and expenses to conform with an insurance company’s presentation.
33
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Insurance
Real
Corporate/
Reclassification/
For Three Months Ended June 30, 2019
Operations
Estate(a)
Other(b)
Elimination
Consolidated
Revenue:
Net premiums earned
$
51,998
$
—
$
—
$
—
$
51,998
Net investment income (loss)
3,388
—
1,096
( 258
)
4,226
Net realized investment losses
( 132
)
—
( 1
)
—
( 133
)
Net unrealized investment gains
1,108
—
218
—
1,326
Policy fee income
800
—
—
—
800
Other
162
2,380
1,698
( 3,827
)
413
Total revenue
57,324
2,380
3,011
( 4,085
)
58,630
Expenses:
Losses and loss adjustment expenses
24,293
—
—
—
24,293
Amortization of deferred policy acquisition costs
8,770
—
—
—
8,770
Interest expense
—
382
2,632
( 130
)
2,884
Depreciation and amortization
26
668
262
( 572
)
384
Other
7,774
1,466
6,127
( 3,383
)
11,984
Total expenses
40,863
2,516
9,021
( 4,085
)
48,315
Income (loss) before income taxes
$
16,461
$
( 136
)
$
( 6,010
)
$
—
$
10,315
Total revenue from non-affiliates(c)
$
57,324
$
1,974
$
2,562
(a)
Other revenue under real estate primarily consisted of rental income from investment properties.
(b)
Other revenue under corporate and other primarily consisted of revenue from restaurant and marina businesses.
(c)
Represents amounts before reclassification of certain revenue and expenses to conform with an insurance company’s presentation.
Insurance
Real
Corporate/
Reclassification/
For Six Months Ended June 30, 2020
Operations
Estate(a)
Other(b)
Elimination
Consolidated
Revenue:
Net premiums earned
$
135,095
$
—
$
—
$
—
$
135,095
Net investment income (loss)
4,409
3
( 2,266
)
( 734
)
1,412
Net realized investment losses
( 339
)
—
( 470
)
—
( 809
)
Net unrealized investment losses
( 1,624
)
—
( 297
)
—
( 1,921
)
Credit losses on investments
( 526
)
( 526
)
Policy fee income
1,676
—
—
—
1,676
Other
595
4,978
1,890
( 6,293
)
1,170
Total revenue
139,286
4,981
( 1,143
)
( 7,027
)
136,097
Expenses:
Losses and loss adjustment expenses
67,921
—
—
—
67,921
Amortization of deferred policy acquisition costs
23,368
—
—
—
23,368
Interest expense
1
971
5,459
( 441
)
5,990
Depreciation and amortization
58
1,296
811
( 1,208
)
957
Other
15,682
2,657
12,420
( 5,378
)
25,381
Total expenses
107,030
4,924
18,690
( 7,027
)
123,617
Income (loss) before income taxes
$
32,256
$
57
$
( 19,833
)
$
—
$
12,480
Total revenue (investment loss) from non-affiliates(c)
$
139,286
$
4,048
$
( 2,182
)
(a)
Other revenue under real estate primarily consisted of rental income from investment properties.
(b)
Other revenue under corporate and other primarily consisted of revenue from restaurant and marina businesses.
(c)
Represents amounts before reclassification of certain revenue and expenses to conform with an insurance company’s presentation.
34
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Insurance
Real
Corporate/
Reclassification/
For Six Months Ended June 30, 2019
Operations
Estate(a)
Other(b)
Elimination
Consolidated
Revenue:
Net premiums earned
$
103,182
$
—
$
—
$
—
$
103,182
Net investment income (loss)
6,016
—
1,603
( 115
)
7,504
Net realized investment gains (losses)
66
—
( 571
)
—
( 505
)
Net unrealized investment gains
5,418
—
1,201
—
6,619
Policy fee income
1,595
—
—
—
1,595
Other
338
4,692
3,249
( 7,410
)
869
Total revenue
116,615
4,692
5,482
( 7,525
)
119,264
Expenses:
Losses and loss adjustment expenses
51,289
—
—
—
51,289
Amortization of deferred policy acquisition costs
17,426
—
—
—
17,426
Interest expense
1
765
6,715
( 260
)
7,221
Depreciation and amortization
53
1,251
530
( 1,056
)
778
Other
14,864
2,574
11,723
( 6,209
)
22,952
Total expenses
83,633
4,590
18,968
( 7,525
)
99,666
Income (loss) before income taxes
$
32,982
$
102
$
( 13,486
)
$
—
$
19,598
Total revenue from non-affiliates(c)
$
116,615
$
3,877
$
4,622
(a)
Other revenue under real estate primarily consisted of rental income from investment properties.
(b)
Other revenue under corporate and other primarily consisted of revenue from restaurant and marina businesses.
(c)
Represents amounts before reclassification of certain revenue and expenses to conform with an insurance company’s presentation.
The following table presents segment assets reconciled to the Company’s total assets in the consolidated balance sheets.
June 30,
December 31,
2020
2019
Segment:
Insurance Operations
$
734,614
$
663,280
Real Estate Operations
96,831
93,727
Corporate and Other
87,521
60,662
Consolidation and Elimination
( 30,581
)
( 15,060
)
Total assets
$
888,385
$
802,609
Note 16 -- Leases
The table below summarizes the Company’s right-of-use (“ROU”) assets and corresponding liabilities for operating and finance leases:
June 30,
December 31,
2020
2019
Operating leases:
ROU Assets
$
337
$
484
Liabilities
$
350
$
513
Finance leases:
ROU Assets
$
79
$
79
Liabilities
$
52
$
60
35
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
The following table summarizes the Company’s operating and finance leases in which the Company is a lessee:
Renewal
Other Terms and
Class of Assets
Initial Term
Option
Conditions
Operating lease:
Office equipment
1 to 63 months
Yes
(a), (b)
Storage units (e)
2 years
Yes
(b)
Office space
3 to 10 years
Yes
(b), (c)
Finance lease:
Office equipment
3 to 5 years
Not applicable
(d)
(a)
At the end of the lease term, the Company can purchase the equipment at fair market value.
(b)
There are no variable lease payments.
(c)
Rent escalation provisions exist.
(d)
There is a bargain purchase option.
(e)
The initial lease term has expired in May 2020 . The lease was renewed for one year .
As of June 30, 2020, maturities of lease liabilities were as follows:
Leases
Operating
Finance
Due in 12 months following June 30,
2020
$
272
$
19
2021
91
19
2022
12
14
2023
—
3
Total lease payments
375
55
Less: interest and foreign taxes
25
3
Total lease obligations
$
350
$
52
36
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
The following table provides quantitative information with regard to the Company’s operating and finance leases.
Three Months Ended
Six Months Ended
June 30,
June 30,
2020
2019
2020
2019
Lease costs:
Finance lease costs:
Amortization – ROU assets*
$
5
$
3
$
9
$
6
Interest expense
1
—
1
1
Operating lease costs*
78
73
156
154
Short-term lease costs*
42
59
91
104
Total lease costs
$
126
$
135
$
257
$
265
Cash paid for amounts included in
the measurement of lease liabilities:
Operating cash flows – finance leases
$
1
$
1
Operating cash flows – operating leases
$
159
$
159
Financing cash flows – finance leases
$
8
$
5
June 30, 2020
Weighted-average remaining lease term:
Finance leases (in years)
3.0
Operating leases (in years)
1.4
Weighted-average discount rate:
Finance leases
3.7 %
Operating leases
4.0 %
*
Included in other operating expenses of the consolidated statement of income.
The following table summarizes the Company’s operating leases in which the Company is a lessor:
Renewal
Other Terms and
Class of Assets
Initial Term
Option
Conditions
Operating lease:
Office space
1 to 3 years
Yes
(f)
Retail space
3 to 20 years
Yes
(f)
Boat docks/wet slips
1 to 12 months
Yes
(f)
(f)
There are no purchase options.
Note 17 -- Income Taxes
During the three months ended June 30, 2020 and 2019, the Company recorded approximately $ 2,887 and $ 2,762 respectively, of income taxes, which resulted in effective tax rates of 24.4 % and 26.8 %, respectively. The decrease in the effective tax rate as compared with the corresponding period in the prior year was primarily attributable to the recognition of a refund from the State of Florida for 2018 income taxes. Furthermore, the Florida corporate income tax rate was reduced from 5.5 % to 4.458 % in September 2019. During the six months ended June 30, 2020 and 2019, the Company recorded approximately $ 2,997 and $ 5,307 , respectively, of income taxes, which resulted in effective tax rates of 24.0 % and 27.1 %, respectively. The decrease in the effective tax rate in 2020 as compared with the corresponding period in the prior year was
37
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
primarily attributable to the recognition of the tax refund, the recognition of windfall tax benefits related to share-based awards, and the reduction in state corporate income tax rate. The Company’s estimated annual effective tax rate differs from the statutory federal tax rate due to state and foreign income taxes as well as certain nondeductible and tax-exempt items. In addition, the Company determined there w ere no significant tax implications as a result of the CARES Act.
Note 18 -- Earnings Per Share
U.S. GAAP requires the Company to use the two-class method in computing basic earnings per share since holders of the Company’s restricted stock have the right to share in dividends, if declared, equally with common stockholders. These participating securities affect the computation of both basic and diluted earnings per share during periods of net income or loss.
A summary of the numerator and denominator of the basic and diluted earnings per common share is presented below.
Three Months Ended
Three Months Ended
June 30, 2020
June 30, 2019
Income
Shares
Per Share
Income
Shares
Per Share
(Numerator)
(Denominator)
Amount
(Numerator)
(Denominator)
Amount
Net income
$
8,936
$
7,553
Less: Income attributable to participating
securities
( 465
)
( 405
)
Basic Earnings Per Share:
Income allocated to common stockholders
8,471
7,324
$
1.16
7,148
7,666
$
0.93
Effect of Dilutive Securities:
Stock options
—
4
—
15
Convertible senior notes
1,948
2,357
1,871
2,346
Diluted Earnings Per Share:
Income available to common stockholders and
assumed conversions
$
10,419
9,685
$
1.08
$
9,019
10,027
$
0.90
Six Months Ended
Six Months Ended
June 30, 2020
June 30, 2019
Income
Shares
Per Share
Income
Shares
Per Share
(Numerator)
(Denominator)
Amount
(Numerator)
(Denominator)
Amount
Net income
$
9,483
$
14,291
Less: Income attributable to participating
securities
( 472
)
( 821
)
Basic Earnings Per Share:
Income allocated to common stockholders
9,011
7,347
$
1.23
13,470
7,701
$
1.75
Effect of Dilutive Securities:
Stock options
—
6
—
16
Convertible senior notes*
—
—
4,868
2,947
Diluted Earnings Per Share:
Income available to common stockholders and
assumed conversions
$
9,011
7,353
$
1.23
$
18,338
10,664
$
1.72
*
For the six months ended June 30, 2020, convertible senior notes were excluded due to anti-dilutive effect.
38
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 19 -- Stockholders’ Equity
Common Stock
On December 19, 2019, the Board of Directors decided to extend the term of the 2019 stock repurchase plan to March 15, 2020. On March 13, 2020, the Board approved a stock repurchase plan for 2020 to repurchase up to $ 20,000 of the Company’s common shares before commissions and fees. During the three months ended June 30, 2020, the Company repurchased and retired a total of 51,834 shares at a weighted average price per share of $ 40.48 under these authorized repurchase plans. The total cost of shares repurchased, inclusive of fees and commissions, during the three months ended June 30, 2020 was $ 2,100 or $ 40.51 per share. During the six months ended June 30, 2020, the Company repurchased and retired a total of 128,685 shares at a weighted average price per share of $ 39.92 under this authorized repurchase plan. The total cost of shares repurchased, inclusive of fees and commissions, during the six months ended June 30, 2020 was $ 5,141 , or $ 39.95 per share.
In December 2018, the Company’s Board of Directors authorized a plan for 2019 to repurchase up to $ 20,000 of the Company’s common shares before commissions and fees. During the three months ended June 30, 2019, the Company repurchased and retired a total of 160,787 shares at a weighted average price per share of $ 41.44 under this authorized repurchase plan. The total cost of shares repurchased, inclusive of fees and commissions, during the three months ended June 30, 2019 was $ 6,668 , or $ 41.47 per share. During the six months ended June 30, 2019, the Company repurchased and retired a total of 192,576 shares at a weighted average price per share of $ 41.54 under this authorized repurchase plan. The total cost of shares repurchased, inclusive of fees and commissions, during the six months ended June 30, 2019 was $ 8,006 , or $ 41.57 per share
On April 13, 2020, the Company’s Board of Directors declared a quarterly dividend of $ 0.40 per common share. The dividends were paid on June 19, 2020 to stockholders of record on May 15, 2020 .
Preferred Stock
On May 15, 2020, the Company amended its Articles of Incorporation, effective on the same date, to cancel the designation of 1,500,000 shares of the Company’s authorized preferred stock as Series A Cumulative Redeemable Preferred Stock, and the designation of 400,000 shares of the Company’s authorized preferred stock as Series B Junior Participating Preferred Stock. As a result, all 20,000,000 authorized shares of the Company’s preferred stock are undesignated. Since the designation of these types of preferred stock, none have ever been issued by the Company.
Note 20 -- Stock-Based Compensation
Incentive Plans
The Company currently has outstanding stock-based awards granted under the 2007 Stock Option and Incentive Plan and the 2012 Omnibus Incentive Plan. Only the 2012 Plan is active and available for future grants. At June 30, 2020, there were 1,474,162 shares available for grant.
Stock Options
Stock options granted and outstanding under the incentive plans vest over periods ranging from immediately vested to five years and are exercisable over the contractual term of ten years .
39
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
A summary of the stock option activity for the three and six months ended June 30, 2020 and 2019 is as follows (option amounts not in thousands):
Weighted
Weighted
Average
Average
Remaining
Aggregate
Number of
Exercise
Contractual
Intrinsic
Options
Price
Term
Value
Outstanding at January 1, 2020
340,000
$
43.21
7.9 years
$
1,657
Granted
110,000
$
48.00
Exercised
( 10,000
)
$
6.30
Outstanding at March 31, 2020
440,000
$
45.25
8.3 years
$
—
Outstanding at June 30, 2020
440,000
$
45.25
8.1 years
$
1,184
Exercisable at June 30, 2020
165,000
$
42.17
7.2 years
$
740
Outstanding at January 1, 2019
240,000
$
37.19
8.8 years
$
3,278
Granted
110,000
$
53.00
Outstanding at March 31, 2019
350,000
$
42.16
8.5 years
$
1,329
Exercised
( 10,000
)
$
6.30
Outstanding at June 30, 2019
340,000
$
43.21
8.4 years
$
445
Exercisable at June 30, 2019
92,500
$
36.36
7.3 years
$
380
The following table summarizes information about options exercised for the three and six months ended June 30, 2020 and 2019 (option amounts not in thousands):
Three Months Ended
Six Months Ended
June 30,
June 30,
2020
2019
2020
2019
Options exercised
—
10,000
10,000
10,000
Total intrinsic value of exercised options
$
—
$
547
$
288
$
547
Tax benefits realized
$
—
$
88
$
71
$
88
For the three months ended June 30, 2020 and 2019, the Company recognized $ 297 and $ 200 , respectively, of compensation expense which was included in general and administrative personnel expenses. For the six months ended June 30, 2020 and 2019, the Company recognized $ 580 and $ 425 , respectively, of compensation expense. Deferred tax benefits related to stock options were $ 19 and $ 20 for the three months ended June 30, 2020 and 2019, respectively, and $ 38 and $ 39 for the six months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, there was $ 2,488 and $ 1,835 , respectively, of unrecognized compensation expense related to nonvested stock options. The Company expects to recognize the remaining compensation expense over a weighted-average period of 2.7 years.
The following table provides assumptions used in the Black-Scholes option-pricing model to estimate the fair value of the stock options granted during the six months ended June 30, 2020 and 2019:
2020
2019
Expected dividend yield
3.48
%
3.34
%
Expected volatility
38.68
%
40.17
%
Risk-free interest rate
1.63
%
2.53
%
Expected life (in years)
5
5
40
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Restricted Stock Awards
From time to time, the Company has granted and may grant restricted stock awards to its executive officers, other employees and nonemployee directors in connection with their service to the Company. The terms of the Company’s outstanding restricted stock grants may include service, performance and market-based conditions. The determination of fair value with respect to the awards containing only service-based conditions is based on the market value of the Company’s common stock on the grant date.
Information with respect to the activity of unvested restricted stock awards during the three and six months ended June 30, 2020 and 2019 is as follows:
Number of
Weighted
Restricted
Average
Stock
Grant Date
Awards
Fair Value
Nonvested at January 1, 2020
396,760
$
41.71
Granted
45,000
$
44.97
Vested
( 31,250
)
$
40.97
Forfeited
( 7,138
)
$
42.60
Nonvested at March 31, 2020
403,372
$
42.12
Granted
145,000
$
45.59
Vested
( 104,926
)
$
41.16
Forfeited
( 5,220
)
$
43.75
Nonvested at June 30, 2020
438,226
$
43.48
Nonvested at January 1, 2019
632,296
$
33.33
Granted
40,000
$
47.94
Vested
( 21,250
)
$
37.69
Forfeited
( 4,681
)
$
42.79
Nonvested at March 31, 2019
646,365
$
34.03
Granted
133,160
$
41.30
Vested
( 84,914
)
$
41.58
Forfeited
( 264,211
)
$
23.81
Nonvested at June 30, 2019
430,400
$
41.06
41
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
The Company recognized compensation expense related to restricted stock, which is included in general and administrative personnel expenses, of $ 1,722 and $ 1,269 for the three months ended June 30, 2020 and 2019, respectively, and $ 3,280 and $ 2,523 for the six months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, there was approximately $ 17,483 and $ 12,661 , respectively, of total unrecognized compensation expense related to nonvested restricted stock arrangements. The Company expects to recognize the remaining compensation expense over a weighted-average period of 2.9 years. The following table summarizes information about deferred tax benefits recognized and tax benefits realized related to restricted stock awards and paid dividends, and the fair value of vested restricted stock for the three and six months ended June 30, 2020 and 2019.
Three Months Ended
Six Months Ended
June 30,
June 30,
2020
2019
2020
2019
Deferred tax benefits recognized
$
319
$
244
$
603
$
490
Tax benefits realized for restricted stock
and paid dividends
$
1,186
$
924
$
1,239
$
985
Fair value of vested restricted stock
$
4,319
$
3,530
$
5,599
$
4,331
During 2019, all shares of restricted stock awards granted to employee and nonemployee directors with market-based vesting conditions were forfeited due to not meeting the vesting conditions. The dividend payments associated with these awards were expensed when declared. As a result, for the three months ended June 30, 2019, the Company recognized dividends of $ 113 related to these awards in general and administrative personnel expenses for $ 85 and in other operating expenses for $ 28 . For the six months ended June 30, 2019, the Company recognized dividends of $ 227 in general and administrative personnel expenses for $ 170 and in other operating expenses for $ 57 .
Note 21 -- Commitments and Contingencies
Capital Commitment
As described in Note 5 -- “Investments” under Limited Partnership Investments , the Company is contractually committed to capital contributions for limited partnership interests. At June 30, 2020, there was an aggregate unfunded balance of $ 13,660 .
Litigation
On April 1, 2020, Gulf to Bay LM, LLC, the Company’s wholly owned real estate subsidiary, sued Kroger Co. in federal district court to enforce a guaranty of a commercial lease executed between Gulf to Bay LM, LLC and Lucky’s Market Operating Company, LLC. Lucky’s filed for bankruptcy earlier this year.
42
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 22 -- Subsequent Events
On July 2, 2020 , the Company’s Board of Directors declared a quarterly dividend of $ 0.40 per common share. The dividends are payable on September 18, 2020 to stockholders of record on August 21, 2020 .
On July 24, 2020, the Florida Department of Transportation (“FDOT”) exercised the power of eminent domain under the Florida Constitution in order to acquire for a highway expansion project the property in Tampa, Florida where the Company’s headquarters is located for compensation of $ 47,500 . Under the terms of the agreement, the FDOT assumed all contracts associated with this property, including the leases with existing tenants. In addition, the Company agreed to donate a small portion of a separate tract of nearby undeveloped land it owns to the FDOT for the same expansion project. The Company will have no later than July 24, 2023 to vacate the property. In connection with this transaction, the Company recognized a net gain from involuntary conversion of approximately $ 37,000 .
On July 29, 2020, the Company made an early repayment of its 4 % Promissory Note totaling $ 7,062 in principal plus accrued interest. The note was collateralized by the Company’s Tampa, Florida headquarters which was acquired by the FDOT in the eminent domain proceedings .
43