UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-34126
HCI Group, Inc.
(Exact name of Registrant as specified in its charter)
Florida
(State of Incorporation)
20-5961396
(IRS Employer
Identification No.)
3802 Coconut Palm Drive
Tampa, FL 33619
(Address, including zip code, of principal executive offices)
(813) 849-9500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Shares, no par value
Trading Symbol
HCI
Name of Each Exchange on Which Registered
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☐
☐
Accelerated filer
Smaller reporting company
☒
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
Emerging growth company
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2022, computed by reference to the price at which the common stock was last sold
on June 30, 2022, was $486,709,703.
The number of shares outstanding of the registrant’s common stock, no par value, on March 2, 2023 was 8,596,873.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Form 10-K is incorporated by reference from the registrant’s definitive proxy statement which will be filed not later than 120 days after the
end of the fiscal year covered by this Form 10-K.
HCI GROUP, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Item 1
Item 1A
Business
Risk Factors
Item 1B
Unresolved Staff Comments
Item 2
Properties
Item 3
Legal Proceedings
Item 4
Mine Safety Disclosures
PART I:
PART II:
Page
2-9
9-18
18
19
20
20
Item 5
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
21-23
Item 6
Reserved
Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A
Quantitative and Qualitative Disclosures About Market Risk
Item 8
Financial Statements and Supplementary Data
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A
Controls and Procedures
Item 9B
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Other Information
PART III:
Item 10
Directors, Executive Officers and Corporate Governance
Item 11
Executive Compensation
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13
Certain Relationships and Related Transactions, and Director Independence
Item 14
Principal Accountant Fees and Services
PART IV:
23
24-34
34-35
36-112
113
113
113
114
115
115
115
115
115
Item 15
Exhibit and Financial Statement Schedules
116-121
Signatures
Certifications
ITEM 1 – Business
General
PART I
Incorporated in 2006, HCI Group, Inc. is a Florida-based company that, through its subsidiaries, is engaged in property and casualty insurance,
information technology services, insurance management, real estate and reinsurance. References to “we,” “our,” “us,” “the Company,” or “HCI” in this
Form 10-K generally refer to HCI Group, Inc. and its subsidiaries. Our principal executive offices are located at 3802 Coconut Palm Drive, Tampa, Florida
33619, and our telephone number is (813) 849-9500. After the reorganization of our business in the first quarter of 2021, we now manage our operations in
the following organizational segments, based on managerial emphasis and evaluation of financial and operating performances:
a)
HCPCI Insurance Operations
•
•
Property and casualty insurance
Reinsurance and other auxiliary operations
b)
TypTap Group
•
•
Property and casualty insurance
Information technology
c)
d)
Real Estate Operations
Other Operations
•
Holding company operations
HCPCI Insurance Operations
Property and Casualty Insurance
Homeowners Choice Property & Casualty Insurance Company, Inc. (“HCPCI”) was incorporated and began operations in 2007. HCPCI provides
various forms of residential insurance products such as homeowners insurance, fire insurance, flood insurance and wind-only insurance to homeowners,
condominium owners and tenants for properties primarily located in Florida and in various states outside of Florida. Due to the reduced availability and
affordability of flood reinsurance coverage, HCPCI in 2023 will cease to offer flood insurance policies. Gross earned premiums from such policies
comprised less than 1% of total HCPCI gross premiums earned during 2022.
HCPCI began operations by participating in a “take-out program” through which we assumed insurance policies issued by Citizens Property
Insurance Corporation (“Citizens”), a Florida state-supported insurer. The take-out program is a legislatively mandated program designed to reduce the
State’s risk exposure by encouraging private companies to assume policies from Citizens. Opportunities to acquire large numbers of policies from Citizens
meeting our strict underwriting criteria have diminished in recent years. We may, however, selectively pursue additional assumption transactions with
Citizens when opportunities arise.
As an established carrier, HCPCI has also accepted the transfer or assumption of policies from other insurance companies in Florida or any states
in which it operates. For example, in 2011 we accepted approximately 70,000 homeowners’ insurance policies representing $106 million in written
premium from a carrier placed into receivership, approximately 43,000 homeowners’ insurance policies representing $69 million of annualized premium in
April 2020 from a ratings-downgraded carrier that ceased conducting business, and approximately 6,000 homeowners’ insurance policies representing $20
million of annualized gross written premium from a carrier liquidated in August 2021.
Recently, HCPCI assumed personal lines insurance business in the states of Connecticut, New Jersey, Massachusetts, and Rhode Island
(collectively “Northeast Region”) from United Property & Casualty Insurance Company, an insurance subsidiary of United Insurance Holdings Corporation
(“United”). HCPCI began renewing and/or replacing United policies in two states of the Northeast Region in December 2021, a third state in January 2022,
and the fourth state in April 2022. More recently, HCPCI assumed personal lines insurance business in the states of Georgia, North Carolina, and South
Carolina (collectively “Southeast Region”) from United. HCPCI began renewing United policies in South Carolina in September 2022. HCPCI is
authorized to write residential property and casualty insurance in the states of Arkansas, California, Connecticut, Florida, Maryland, Massachusetts, New
Jersey, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina and Texas. Written premium generated by HCPCI in states other than Florida
during 2022, including from assumed business, totaled approximately $38.5 million.
2
Reinsurance and other auxiliary operations
We have a Bermuda domiciled wholly owned reinsurance subsidiary, Claddaugh Casualty Insurance Company Ltd (“Claddaugh”). We
selectively retain risk in Claddaugh, reducing the cost of third party reinsurance. Claddaugh fully collateralizes its exposure to HCPCI and TypTap
Insurance Company (“TypTap”) by depositing funds into a trust account. Claddaugh may mitigate a portion of its risk through retrocession contracts,
however Claddaugh did not enter into any retrocession contracts for the 2022-2023 treaty year. Currently, Claddaugh does not provide reinsurance to non-
affiliates. Other auxiliary operations also include claim adjusting and processing services.
For the years ended December 31, 2022, 2021 and 2020, revenues from HCPCI insurance operations before intracompany elimination
represented 66.1%, 74.6% and 73.4%, respectively, of total revenues of all operating segments. At December 31, 2022 and 2021, HCPCI insurance
operations’ total assets represented 53.4% and 58.7%, respectively, of the combined assets of all operating segments. See Note 15 -- “Segment
Information” to our consolidated financial statements under Item 8 of this Annual Report on Form 10-K.
TypTap Group
TypTap Insurance Group, Inc. (“TTIG”), our majority-owned subsidiary, currently has four subsidiaries: TypTap, TypTap Management
Company, Exzeo USA, Inc., and Cypress Tech Development Company which also owns Exzeo Software Private Limited, a subsidiary domiciled in India.
TTIG is primarily engaged in the property and casualty insurance business, focusing on standalone flood and homeowners multi-peril policies, and is
currently using internally developed technology to collect and analyze claims and other supplemental data to generate savings and efficiency for its
insurance operations.
In November 2021, we first announced our intention to list TTIG’s common shares on a major U.S. stock exchange through a planned initial
public offering to raise additional capital to fund its growth plan. In January 2022, we announced our postponement of TTIG’s initial public offering due to
market conditions not favorable to its success and realization of true value.
Property and Casualty Insurance
TypTap, TTIG’s insurance subsidiary, was incorporated and began operations in 2016 and has been the primary source of our organic growth in
gross written premium since then. Gross written premium consists of the sum of direct premiums written and assumed premiums written. In its first year of
operation in 2016, gross written premium was $2.5 million and by 2022 it has grown to $348.2 million. Since TypTap began applying for approval to offer
homeowners coverage in states outside of Florida in October 2020, TypTap has received approvals from 28 states. Written premium generated by TypTap
in states other than Florida during 2022, including from assumed business, totaled approximately $100.2 million. TypTap has been successful in using
internally developed proprietary technology to underwrite, select and write policies efficiently.
In addition to the expansion in TypTap business, we also expect continued growth from the policies assigned to TypTap in connection with the
aforementioned assumed personal lines insurance business in the Northeast and Southeast Regions from United. TypTap began renewing and/or replacing
United policies in two states of the Northeast Region in December 2021, a third state in January 2022, and the fourth state in April 2022. In June 2022,
TypTap assumed personal lines insurance business in the Southeast Region from United and simultaneously began renewing United policies in South
Carolina. TypTap began renewing and/or replacing United policies in Georgia in October 2022. In December 2022, TypTap began renewing United policies
in North Carolina.
TypTap will also phase out its flood insurance products during 2023 due to the reduced availability and affordability of flood reinsurance
coverage. Gross earned premiums from such policies comprised less than 5% of total TypTap gross premiums earned during 2022.
Information Technology
Our information technology operations include a team of experienced software developers with extensive knowledge in designing and creating
web-based applications. The operations, which are located in Tampa, Florida and Noida, India, are focused on developing cloud-based, innovative products
and services that support in-house operations as well as our third-party relationships with our agency partners and claim vendors. Products created thus far
have been solely for use by the Company’s insurance-related subsidiaries.
SAMSTM
SAMS is an online policy administration platform used by HCPCI. SAMS processes the full life cycle of a policy from policy quoting and
issuance to agency management, cash receipts/disbursements, claims reserving and claim payments.
3
HarmonyTM
Harmony is the next generation policy administration platform used by both HCPCI and TypTap. The innovative Harmony system easily
supports multiple companies and their products. In addition to supporting the full life cycle of a policy, Harmony also provides advanced underwriting
capabilities as well as a simplified user experience for quoting and binding.
ClaimColonyTM
ClaimColony is an end-to-end claims management platform used by insurance companies, third-party administrators, independent adjusters and
insurance litigation services. Its unique capabilities include customizable workflows, real-time reporting, vendor management, and the ability to efficiently
handle high claim volume. ClaimColony supports the entire claim lifecycle and also provides accounting and bookkeeping support as well as rich
integration capabilities with policy administration systems such as SAMS and Harmony.
AtlasViewer®
AtlasViewer is a mapping and data visualization platform. AtlasViewer allows users to map location-based data from multiple sources for a
customized view of their data. The unique multilayered analysis improves decision making by providing unique insights into the data. Users can also
securely share their maps and data with others, making the information instantly available to all invited users.
For the years ended December 31, 2022, 2021 and 2020, revenues from TypTap Group before intracompany elimination represented 29.9%,
22.7% and 15.5%, respectively, of total revenues of all operating segments. At December 31, 2022 and 2021, TypTap Group’s total assets represented
37.9% and 29.3%, respectively, of the combined assets of all operating segments. See Note 15 -- “Segment Information” to our consolidated financial
statements under Item 8 of this Annual Report on Form 10-K.
Shared Support Services
HCPCI’s and TypTap’s operations are supported by HCI Group, Inc. and certain HCI subsidiaries. Such operational support services consist of
general administration, marketing, underwriting, accounting, policy administration, claim adjusting, and information technology. In particular, we leverage
our internally developed software technologies to drive efficiency in claim process and claims settlement, identify underwriting profitability, and improve
satisfaction of our policyholders and agents within our insurance business.
Nature of Our Business
The nature of our business is to cover losses that may arise from, among other things, hurricanes and other catastrophic events such as tornadoes,
floods and winter storms. The occurrence of any such catastrophes could have a significant adverse effect on our business, results of operations, and
financial condition. To mitigate the risk associated with catastrophic events, we purchase reinsurance from other large insurance companies. Even without
catastrophic events, we may incur losses and loss adjustment expenses that deviate substantially from our estimates and that may exceed our reserves, in
which case our net income and capital would decrease. Our operating and growth strategies may also be impacted by regulation of our business by the State
of Florida and other states in which we may operate. For example, insurance regulators must approve our policy forms and premium rates as well as
monitor our compliance with financial and regulatory requirements. See Item 1A, “Risk Factors,” below.
Business Strategy
We operate in highly competitive markets where we face competition from national, regional and residual market insurance companies and, in
the case of flood insurance, a program backed by the U.S. government. We may also face competition from new entrants in our markets, and such entrants
may create pricing pressure that could lead to overall premium reductions.
Our competitive strategies focus on the following key areas:
•
•
•
•
•
Exceptional service – We are committed to maintaining superior service to our policyholders and agents.
Claims settlement practices – We focus on fair and timely settlement of policyholder claims.
Disciplined underwriting – We analyze exposures and utilize available underwriting data to ensure policies meet our selective criteria.
New product offerings – We may cross-sell additional insurance products to our existing policyholders in order to broaden our lines of
business and product mix or identify other lines of insurance to offer.
Effective and efficient use of technology – We strive to add or improve technology that can effectively and efficiently enhance service to
our policyholders and agents. For instance, we use our internally developed application, ClaimColonyTM, to increase the efficiency of our
claims processing and settlement.
4
•
•
Geographical expansion – We continue to pursue opportunities to further expand our business within the state of Florida and in other states
to increase overall geographic diversification. HCPCI and TypTap currently have regulatory approvals to underwrite residential property
and casualty insurance in various states.
Distribution channel – We continue to improve our relationship with independent agents through collaboration and implementation of
technologies that facilitate independent agents in finding the right insurance policies for their clients. In fact, this agency relationship is
very essential to the organic growth of TypTap.
Seasonality of Our Business
Our insurance business is seasonal. Hurricanes and tropical storms affecting Florida, our primary market, and other southeastern states typically
occur during the period from June 1st through November 30th of each year. Winter storms in the northeast usually occur during the period between
December 1st and March 31st of each year. In addition, our reinsurance contracts are generally effective June 1st of each year, and any variation in the cost
of our reinsurance, whether due to changes in reinsurance rates, coverage levels or changes in the total insured value of our policy base, will be reflected in
our financial results beginning June 1st of each year.
Government Regulation
We are subject to the laws and regulations in any state in which we conduct our insurance business. The regulations cover all aspects of our
business and are generally designed to protect the interests of insurance policyholders as opposed to the interests of shareholders. Such regulations relate to
a wide variety of financial and non-financial matters including:
•
•
•
•
•
•
•
•
•
•
authorized lines of business;
capital and surplus requirements;
approval of allowable rates and forms;
approval of reinsurance contracts;
investment parameters;
underwriting limitations;
transactions with affiliates;
dividend limitations;
changes in control; and
market conduct.
Our failure to comply with certain provisions of applicable insurance laws and regulations could have a material, adverse effect on our business,
results of operations or financial condition.
Implications of Florida Senate Bill 2-A
In December 2022, the Florida legislature passed Senate Bill 2-A (“SB 2-A”). The primary purpose of SB 2-A is to address the affordability and
availability of residential property insurance in Florida. The bill also requires insurers to communicate, investigate, and pay valid claims more promptly.
Key provisions in SB 2-A are-
•
•
•
•
The establishment of a new program called the Florida Optional Reinsurance Assistance Program. The program is intended to make
available additional reinsurance coverage to residential property insurers against catastrophic losses at reasonable rates.
The repeal of Florida’s one-way attorney’s fee provision, which entitled an insured to reasonable attorney’s fees in any lawsuit in which
any amount of recovery was awarded.
The requirement of an expedited claims process. Reduced time limits for insurers to respond to policyholders throughout the claims
resolution process will be mandated.
The prohibition of an Assignment of Benefits (“AOB”) contract from being applied to residential property insurance policies. This
provision is intended to prevent AOBs from being used as a tool for fraud and abuse and will help enforce the law passed in May 2022
prohibiting contractor solicitation of roof claims without proper disclosure to a consumer.
5
•
The reduction in the required time limit for filing a claim. The time limit for providing a notice of loss to an insurer is reduced from two
years to one year for initial or reopened claims and from three years to 18 months for supplemental claims.
We are optimistic that SB 2-A will deter frivolous lawsuits and improve the affordability and availability of residential property insurance in
Florida.
State Licensure and Approval
All states require licensure and regulatory approval prior to the marketing of insurance products. Typically, licensure review is comprehensive
and includes a review of a company’s business plan, solvency, reinsurance, rates, and forms, the character of its officers and directors and other of its
financial and non-financial aspects. The regulatory authorities may prevent entry into a new market by not granting a license. In addition, regulatory
authorities may preclude or delay our entry into markets by disapproving or withholding approval of our product filings.
Statutory Reporting and Examination
All insurance companies must file quarterly and annual statements with certain regulatory agencies in any state in which they are licensed to
transact business and are subject to regular and special examinations by those agencies. The National Association of Insurance Commissioners mandates
that all insurance companies be examined a minimum of once every five years. However, the Florida Department of Financial Services, Office of Insurance
Regulation (“FLOIR”) has the authority to conduct an examination whenever it is deemed appropriate. The latest financial examination of HCPCI and
TypTap conducted by the FLOIR was for the year ended December 31, 2020.
Liability for Losses and Loss Adjustment Expenses
Our liability for losses and loss adjustment expenses represents our estimate of the total cost of (i) claims that have been incurred, but not yet
paid (“case reserves”), (ii) losses that have been “incurred but not yet reported” (“IBNR”), and (iii) loss adjustment expenses (“LAE”) which are intended
to cover the ultimate cost of adjusting, investigating and settling claims, including investigation and defense of lawsuits resulting from such claims. We
base our estimates on various assumptions and actuarial data we believe to be reasonable under the circumstances. The process of estimating the liability is
inherently subjective and is influenced by many variables such as past loss experience, current claim trends and the prevailing social, economic and legal
environments.
Significant time can elapse between the occurrence of an insured loss, the reporting of the loss to us and our payment of that loss. Our liability
for losses and LAE, which we believe represents the best estimate at a given point in time based on facts, circumstances and historical trends then known,
may necessarily be adjusted to reflect additional facts that become available during the loss settlement period.
For a discussion and summary of the activity in the liability for losses and LAE for the years ended December 31, 2022, 2021 and 2020, see Note
14 -- “Losses and Loss Adjustment Expenses” to our consolidated financial statements under Item 8 of this Annual Report on Form 10-K.
Loss Development
Our liability for losses and LAE represents estimated costs ultimately required to settle all claims for a given period. See Note 14 -- “Losses and
Loss Adjustment Expenses” to our consolidated financial statements under Item 8 of this Annual Report on Form 10-K for the net incurred and paid loss
development tables for the years 2013 through 2022 and their reconciliation to the estimated liability for losses and LAE as of December 31, 2022.
Real Estate Operations
Our real estate operations consist of multiple properties we own and operate for investment purposes and also properties we own and use for our
own operations.
Properties Used in Operations
Our real estate used in operations consists of an office building located in the Sabal Palms Industrial Park in Tampa, Florida with gross area of
67,289 square feet and our insurance operations site with gross area of approximately 16,000 square feet in Ocala, Florida. The Ocala location, in addition
to day-to-day operational use, serves as our alternative site in the event we experience any significant disruption at our Tampa offices.
6
Investment Properties
Our portfolio of investment properties includes two waterfront properties consisting of a total of 17.1 acres and a five-acre submerged land lease.
One waterfront property contains a building structure that we currently lease to Crabby Bill’s restaurant and a marina while the other houses retail space
and a marina with high and dry storage. We acquired the restaurant and marina operations in connection with our purchase of the waterfront properties and
we continue to operate two marinas to enhance the property values. The table below sets forth information concerning our investment properties.
Description/Location
Waterfront property
Tierra Verde, Florida
Waterfront property
Treasure Island, Florida
Retail shopping center
Sorrento, Florida
Retail shopping center
Melbourne, Florida
Office building
Tampa, Florida
Retail shopping center
Riverview, Florida
Retail shopping center
Clearwater, Florida
Vacant land
Tampa, Florida
Year
Acquired
Net Rentable
Space (SF)
Anchor Tenant
2011
2012
2016
2016
2017
2018
2018
2018
22,884
Tierra Verde Marina (a)
12,790
Crabby Bill’s restaurant
61,430
Publix supermarket
49,995
Fresh Market supermarket
68,867
(b)
8,400
Thorntons, LLC
54,296
ALDI supermarket
(c)
(c)
(a)
(b)
(c)
Affiliate.
Effective January 1, 2023, this property is used in our operations and, as a result, is reclassified out of real estate investments to property
and equipment on the consolidated balance sheet subsequent to December 31, 2022.
Not applicable.
Other Real Estate Investments
Melbourne FMA, LLC, our wholly owned subsidiary, had a 90% interest in a joint venture company which was dissolved in December 2022. See
Investment in Unconsolidated Joint Venture in Note 4 -- “Investments” to our consolidated financial statements under Item 8 of this Annual Report on Form
10-K for additional information.
7
Other Operations
Holding company operations
Activities of our holding company, HCI Group, Inc., plus other companies that do not meet the quantitative and qualitative thresholds for a
reportable segment comprise the operations of this segment.
Financial Highlights
The following table summarizes our financial performance during the years ended December 31, 2022, 2021 and 2020:
(Amounts in millions except per share amounts)
For the year ended December 31:
Net premiums earned
Total revenue
Losses and loss adjustment expenses
(Loss) income before income taxes
Net (loss) income
Net (loss) income after noncontrolling interests
(Loss) earnings per share:
Basic
Diluted
Dividends per share
Net cash provided by operating activities
Cash dividends paid on common stock*
At December 31:
Total investments
Cash and cash equivalents
Total assets
Total liabilities
Redeemable noncontrolling interest
Total equity
Common shares outstanding (in millions)
2022
2021
2020
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
463.6 $
499.6 $
371.5 $
(68.4 ) $
(54.6 ) $
(58.5 ) $
(6.24 ) $
(6.24 ) $
1.60 $
— $
15.2 $
615.6 $
234.9 $
1,803.3 $
1,548.5 $
93.6 $
161.3 $
8.6
377.3 $
407.9 $
227.5 $
11.2 $
7.2 $
1.9 $
0.23 $
0.21 $
1.60 $
96.5 $
13.8 $
196.7 $
628.9 $
1,176.9 $
762.4 $
90.0 $
324.5 $
10.1
262.5
310.4
160.0
36.9
27.6
27.6
3.55
3.49
1.60
77.3
12.4
225.7
431.3
941.3
740.2
—
201.1
7.8
*Net of cash dividends received under share repurchase forward contract.
Environmental Matters
As a property owner, we are subject to regulations under various federal, state, and local laws concerning the environment, including laws
addressing the discharge of pollutants into the air and water and the management and disposal of hazardous substances and wastes and the cleanup of
contaminated sites.
Cybersecurity
We rely on digital technology to conduct our businesses and interact with customers, policyholders, agents, and vendors. With this reliance on
technology comes the associated security risks from using today’s communication technology and networks.
To defend our computer systems from cyber-attacks, we utilize tools such as firewalls, anti-malware software, multifactor authentication, e-mail
security services, virtual private networks, third-party security experts, and timely applied software patches, among others. We engage third-party
consultants to conduct penetration tests to identify potential security vulnerabilities. Although we believe our defenses against cyber-intrusions are
sufficient, we continually monitor our computer networks for new types of threats.
Work Environment
We adhere to a harassment prevention policy which details how to report and respond to harassment issues and prohibits any form of retaliation.
This includes mandatory harassment prevention training for all employees.
We are committed to paying a living wage to all of our full-time employees. We offer competitive benefits to our employees including options
for health coverage and short-term and long-term disability insurance at no cost to the employee. We also award restricted stock to employees to align their
interests with stockholder interests.
Additionally, our Bravo program allows employees to earn paid time off as well as cash bonuses for engaging in charitable causes, continued
education and professional development activities.
8
Diversity
We value a diverse and inclusive work environment and accordingly our workforce consists of men and women of many races, religions, and
national origins. We forbid any form of discrimination based upon race, gender, religion, or ethnicity.
Our Board is highly diverse in terms of gender, ethnicity, culture, education and business backgrounds, and our U.S.-based workforce is 61%
female and approximately 47% non-white.
Employees
As of February 27, 2023, we employed a total of 578 full-time individuals. In addition, we employed 11 employees through a professional
employer organization.
Available Information
We file annual, quarterly, and current reports with the U.S. Securities and Exchange Commission (“SEC”). These filings are accessible free of
charge on our website, www.hcigroup.com (click “SEC filings” at the “Investor Information” tab), as soon as reasonably practicable after they have been
electronically filed with or furnished to the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other
information regarding issuers, which can be accessed via the SEC’s website at www.sec.gov.
ITEM 1A – Risk Factors
Our business is subject to a number of risks, including those described below, which could have a material effect on our results of operations,
financial condition or liquidity and could cause our operating results to vary significantly from period to period.
Business and operational risks
Our historical revenue growth was derived primarily through policy assumptions and acquisitions. We cannot guarantee that future policy
assumptions and acquisitions will be available to the extent they have in the past.
A substantial portion of our historical revenue has been generated from policies assumed from Citizens and other insurance companies, our
acquisition of policies from several Florida insurance companies and subsequent renewals of these policies. Our ability to grow our premium base may
depend upon the availability of future policy assumptions and acquisitions upon acceptable terms. Opportunities to acquire large numbers of policies from
Citizens meeting our strict underwriting criteria have diminished in recent years. We cannot provide assurance that such opportunities will arise in the
future.
Although we have begun providing insurance services in other states, our insurance business is primarily in Florida. Thus, any catastrophic
event or other condition affecting losses in Florida could adversely affect our financial condition and results of operations.
Any catastrophic event, a destructive weather pattern, a general economic trend, regulatory developments or other conditions specifically
affecting the state of Florida could have a disproportionately adverse impact on our business, financial condition, and results of operations. While we
actively manage our exposure to catastrophic events through our underwriting process and the purchase of reinsurance, the fact that our business is
concentrated in the state of Florida subjects it to increased exposure to certain catastrophic events and destructive weather patterns such as hurricanes,
tropical storms, and tornadoes. Changes in the prevailing regulatory, legal, economic, political, demographic and competitive environment, and other
conditions in the state of Florida could also make it less attractive for us to do business in Florida and would have a more pronounced effect on our business
than it would on other insurance companies that are more geographically diversified. Since our business is concentrated in this manner, the occurrence of
one or more catastrophic events or other conditions affecting losses in the state of Florida could have an adverse effect on our business, financial condition,
and/or results of operations.
Our results may fluctuate based on many factors including cyclical changes in the insurance industry.
The insurance industry historically has been cyclical, characterized by periods of intense price competition due to excessive underwriting
capacity, as well as periods when shortages of capacity permitted an increase in pricing and, thus, more favorable underwriting profits. As premium levels
increase, there may be new entrants to the market, which could subsequently lead to a decrease in premium levels. Any of these factors could lead to a
significant reduction in premium rates in future periods, less favorable policy terms and fewer opportunities to underwrite insurance risks, which could
have a material, adverse effect on our results of operations and cash flows. In addition to these considerations, changes in the frequency and severity of
losses suffered by insureds and insurers may affect the cycles of the insurance business significantly.
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We cannot predict whether market conditions will improve, remain constant or deteriorate. Negative market conditions may impair our ability to
write insurance at rates that we consider appropriate relative to the risk assumed. If we cannot write insurance at appropriate rates, our business would be
materially and adversely affected.
We rely on highly skilled and experienced personnel and if we are unable to attract, retain or motivate key personnel or hire qualified
personnel, our business may be seriously harmed. In addition, the loss of our chief executive officer or other key senior management personnel could
harm our business and future prospects.
Our performance largely depends on the talents and efforts of highly-skilled and experienced individuals. Our future success depends on our
continuing ability to identify, hire, develop, motivate and retain highly skilled and experienced personnel and, if we are unable to hire and train a sufficient
number of qualified employees for any reason, we may not be able to maintain or implement our current initiatives or grow, or our business may contract
and we may lose market share. Moreover, certain of our competitors or other insurance or technology businesses may seek to hire our employees. We
cannot assure you that we will provide adequate incentives to attract, retain and motivate employees in the future. If we do not succeed in attracting,
retaining and motivating highly qualified personnel, our business may be seriously harmed.
Our operations are highly dependent on the efforts of our senior executive officers, particularly our chief executive officer, Paresh Patel, as well
as our chief financial officer, Mark Harmsworth, and the President of our Real Estate Division, Anthony Saravanos. The loss of their leadership, industry
knowledge and experience could negatively impact our operations. However, we have management succession plans to lessen any such negative impact.
We maintain key-man life insurance on Mr. Patel although such policy may be insufficient to cover the damage resulting from the loss of Mr. Patel’s
services.
Our information technology systems may fail or be disrupted, which could adversely affect our business.
Our insurance business is highly dependent upon the successful and uninterrupted functioning of our computer and data processing systems. We
rely on these systems to perform underwriting and other modeling functions necessary for writing business, as well as to handle our policy administration
process (i.e., the printing and mailing of our policies, endorsements, renewal notices, etc.). The failure or disruption of these systems could interrupt our
operations and result in a material, adverse effect on our business.
The growth of our insurance business is dependent upon the successful development and implementation of advanced computer and data
processing systems as well as the development and deployment of new information technologies to streamline our operations, including policy
underwriting, production and administration and claim processing. The failure of these systems to function as planned could slow our growth and adversely
affect our future business volume and results of operations. Additionally, our computer and data processing systems could become obsolete or could cease
to provide a competitive advantage in policy underwriting, production and administration and claim processing which could negatively affect our future
results of operations.
We conduct our business primarily from offices located in Tampa, Florida where tropical storms could damage our facilities or interrupt our
power supply. We currently provide a hybrid work from home strategy for a majority of our workforce. This availability is provided through our highly
available redundant cloud infrastructure. The loss or significant impairment of functionality in these facilities for any reason could have a material, adverse
effect on our business. We believe this hybrid work strategy and redundant cloud infrastructure provides sufficient redundancies to replace our facilities if
functionality is impaired. We contract with a third-party vendor to maintain complete daily backups of our systems, which are stored at the vendor’s facility
in Atlanta, Georgia. We additionally use industry leading Internet cloud infrastructure providers to host some of our data processing systems. These cloud
providers ensure redundancy across geographic regions with additional daily system backups. Access to these databases and hosted environments is strictly
controlled and limited to authorized personnel. In the event of a disaster causing a complete loss of functionality at our Tampa locations, we plan to use our
alternative office in Ocala, Florida temporarily to continue our operations.
Increased competition, competitive pressures, industry developments, and market conditions could affect the growth of our business and
adversely impact our financial results.
The property and casualty insurance industry is cyclical and highly competitive. We compete not only with other stock companies but also with
mutual companies, the U.S. government, other underwriting organizations and alternative risk-sharing mechanisms. Our principal lines of business are
written by numerous other insurance companies. Competition for any one account may come from very large, well-established national companies, smaller
regional companies, other specialty insurers in our field, and new entrants to the market. Many of these competitors have greater financial resources, larger
agency networks and greater name recognition than our company. Additionally, our competitors may merge or acquire one another and further increase
their combined financial resources and agency networks. We compete for business not only on the basis of price, but also on the basis of financial strength,
types of coverage offered, availability of coverage desired by customers, commission structure, and quality of service. We may have difficulty continuing
to compete successfully on any of these bases in the future. Competitive pressures coupled with market conditions may affect our rate of premium growth
and financial results.
HCPCI and TypTap have each obtained a Demotech rating of “A Exceptional,” which is accepted by major mortgage companies operating in the
state of Florida and many other states. Mortgage companies may require homeowners to obtain property insurance from an insurance company with an
acceptable A.M. Best rating, which we do not currently have. Such a requirement could
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prevent us from expanding our business unless we obtain such rating, which may in turn limit our ability to compete with large, national insurance
companies and certain regional insurance companies. A downgrade or loss of our Demotech rating could result in a substantial loss of business in the event
insureds move their business to insurers with a sufficient financial strength rating. A credit rating downgrade could also result in a significant reduction in
the number of policies that our agency networks can sell.
There are inherent limitations and risks related to our projections and our estimates of claims and loss reserves. If our actual losses exceed our
loss reserves, our financial results, our ability to expand our business, and our ability to compete in the property and casualty insurance industry may be
negatively affected. In addition, industry developments could further increase competition in our industry. These developments could include—
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an influx of new capital in the marketplace as existing companies attempt to expand their businesses and new companies attempt to enter
the insurance business because of better pricing and/or terms;
new programs or changes to existing programs in which federally or state-sponsored entities provide property insurance in catastrophe-
prone areas or other alternative markets;
changes in Florida’s or any other states’ regulatory climate; and
the enactment of federal proposals for an optional federal charter that would allow some competing insurers to operate under regulations
different or less stringent than those applicable to our insurance subsidiaries.
These developments and others could make the property and casualty insurance marketplace more competitive by increasing the supply of
insurance available.
If competition limits our ability to write new business at adequate rates, our future results of operations would be adversely affected.
If our actual losses from claims exceed our loss reserves, our financial results would be adversely affected.
Our objective is to establish loss reserves that are adequate and represent management’s best estimate of the ultimate cost to investigate and settle
each specific claim. However, the process of establishing adequate reserves is complex and inherently uncertain, and the ultimate cost of a claim may vary
materially from the amounts reserved. We regularly monitor and evaluate loss and loss adjustment expense reserve development to determine reserve
adequacy.
Due to these uncertainties, the ultimate losses may vary materially from current loss reserves which could have a material, adverse effect on our
future financial condition, results of operations and cash flows.
Our failure to pay claims accurately could adversely affect our insurance business, financial results and capital requirements.
We rely on our claims personnel to accurately evaluate and pay the claims made under our policies. Many factors could affect our ability to
accurately evaluate and pay claims, including the accuracy of our independent adjusters as they make their assessments and submit their estimates of
damages; the training, background, and experience of our claims representatives; the ability of our claims personnel to ensure consistent claims processing
given the input by our independent adjusters; the ability of our claims department to translate the information provided by our independent adjusters into
acceptable claims settlements; and the ability of our claims personnel to maintain and update our claims processing procedures and systems as they evolve
over time based on claims and geographical trends in claims reporting. Any failure to pay claims accurately could lead to material litigation, undermine our
reputation in the marketplace, impair our corporate image and negatively affect our financial results.
The effects of emerging claim and coverage issues on our business are uncertain.
As industry practices and legal, judicial, social and other environmental conditions change, unexpected and unintended issues related to claims
and coverage may emerge. These issues may adversely affect our business by either extending coverage beyond our underwriting intent or by increasing
the number or size of claims. In some instances, these changes may not become apparent until sometime after we have issued insurance contracts that are
affected by the changes. As a result, the full extent of liability under our insurance contracts may not be known for many years after a contract is issued and
renewed, and our financial position and results of operations may be adversely affected as a result of any such unforeseen changes.
Failure to maintain our risk-based capital at the required levels could adversely affect our ability to maintain regulatory authority to conduct
our business.
Our insurance subsidiaries are required to have sufficient capital and surplus in order to comply with insurance regulatory requirements, support
our business operations and minimize our risk of insolvency. Failure to maintain adequate risk-based capital at
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the required levels could result in increasingly onerous reporting and examination requirements and could adversely affect our ability to maintain
regulatory authority to conduct our business.
If we are unable to expand our business because our capital must be used to pay greater than anticipated claims, our financial results may
suffer.
Our future growth will depend on our ability to expand the number of insurance policies we write, to expand the kinds of insurance products we
offer, and to expand the geographic markets in which we do business, all balanced by the insurance risks we choose to write and cede. Our existing sources
of funds include operations, investment holdings, and a bank credit facility. Unexpected catastrophic events in our market areas, such as hurricanes, may
result in greater claims losses than anticipated, which could require us to limit or halt our growth while we redeploy our capital to pay these unanticipated
claims unless we can raise additional capital.
Reinsurance coverage may not be available to us in the future at commercially reasonable rates or at all and we risk non-collectability of
reinsurance amounts due us from reinsurers with which we have contracted.
Reinsurance is a method of transferring part of an insurance company’s liability under an insurance policy to another insurance company, or
reinsurer. We use reinsurance arrangements to limit and manage the amount of risk we retain, to stabilize our underwriting results and to increase our
underwriting capacity. The cost of such reinsurance is subject to prevailing market conditions beyond our control, such as the amount of capital in the
reinsurance market and the occurrence of natural and man-made catastrophes. We cannot be assured that reinsurance will remain continuously available to
us in the amounts we consider sufficient and at prices acceptable to us. As a result, we may determine to increase the amount of risk we retain or look for
other alternatives to reinsurance, which could in turn have a material, adverse effect on our financial position, results of operations and cash flows.
With respect to the reinsurance contracts we currently have in effect, our ability to recover amounts due from reinsurers is subject to such
reinsurers’ ability and willingness to pay and to meet their obligations to us. We attempt to select financially strong reinsurers with an A.M. Best rating of
“A-” or better or we require the reinsurer to fully collateralize its exposure. While we monitor from time to time the financial condition of our reinsurers,
we rely principally on A.M. Best, our reinsurance broker, and other rating agencies in determining their ability to meet their obligations to us. Any failure
on the part of any one reinsurance company to meet its obligations to us could have a material, adverse effect on our financial condition or results of
operations.
The failure of the risk mitigation strategies we utilize could have a material, adverse effect on our financial condition or results of operations.
We utilize a number of strategies to mitigate risk exposure within our insurance business, which include:
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carefully evaluating terms and conditions of our policies;
focusing on our risk aggregations by geographic zones and other bases; and
ceding insurance risk to reinsurance companies.
However, there are inherent limitations in these strategies. We cannot provide assurance that an unanticipated event or series of events will not
result in loss levels which could have a material, adverse effect on our financial condition or results of operations.
The failure of any of the loss limitation methods we employ could have a material, adverse effect on our financial condition or our results of
operations.
Our insurance underwriting process is generally designed to limit our exposure to known and manageable risks. Various provisions of our
policies, such as limitations or exclusions from coverage, which have been negotiated to limit our risks, may not be enforceable in the manner we intend.
In addition, the policies we issue contain conditions requiring the prompt reporting of claims to us and our right to decline coverage in the event
of a violation of that condition. While our insurance product exclusions and limitations reduce the loss exposure to us and help eliminate known exposures
to certain risks, it is possible that a court or regulatory authority could nullify or void an exclusion or legislation could be enacted modifying or barring the
use of such endorsements and limitations in a way that would adversely affect our loss experience, which changes could have a material, adverse effect on
our financial condition or results of operations.
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If our customers were to claim that the policies they purchased failed to provide adequate or appropriate coverage, we could face claims that
could harm our business, results of operations and financial condition.
Although we aim to provide adequate and appropriate coverage under each of our policies, customers could purchase policies that prove to be
inadequate or inappropriate. If such customers were to bring a claim or claims alleging that we failed in our responsibilities to provide them with the type
or amount of coverage that they sought to purchase, we could be found liable for amounts significantly in excess of the policy limit, resulting in an adverse
effect on our business, results of operations and financial condition. While we maintain errors and omissions insurance coverage to protect us against such
liability, such coverage may be insufficient or inadequate.
Now and in the future, we may rely on independent agents to write our insurance policies, and if we are not able to contract with and retain
independent agents, our revenues would be negatively affected.
We must compete with other insurers for independent agents’ business. Our competitors may offer a greater variety of insurance products, lower
premiums for insurance coverage, or higher commissions to their agents. If our products, pricing and commissions do not remain competitive, we may find
it more difficult to attract business from independent agents to sell our products. A material reduction in the amount of our products that independent agents
sell could negatively affect our revenues.
Our success depends on our ability to accurately price the risks we underwrite.
The results of our operations and our financial condition depend on our ability to underwrite and set premium rates accurately for a wide variety
of risks, including risks associated with flood insurance and other new product offerings. Rate adequacy is necessary to generate sufficient premiums to pay
losses, loss adjustment expenses, and underwriting expenses and to earn a profit. To price our products accurately, we must collect and properly analyze a
substantial amount of data; develop, test and apply appropriate rating formulas; closely monitor and timely recognize changes in trends; and project both
severity and frequency of losses with reasonable accuracy. Our ability to undertake these efforts successfully, and thus, price our products accurately, is
subject to several risks and uncertainties, some of which are outside of our control, including—
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the availability of sufficient reliable data;
the uncertainties that inherently characterize estimates and assumptions;
our selection and application of appropriate rating and pricing techniques;
changes in legal standards, claim settlement practices, and restoration costs; and
legislatively imposed consumer initiatives.
In addition, we could underprice risks, which would negatively affect our profit margins. We could also overprice risks, which could reduce our
retention, sales volume and competitiveness. The foregoing factors could materially and adversely affect our profitability.
Our operations in India expose us to additional risks, which could negatively impact our business, operating results, and financial condition.
Our India operations expose us to additional risks including income tax risks, currency exchange rate fluctuations and risks related to other
challenges caused by distance, language, and compliance with Indian labor laws and other complex foreign and U.S. laws and regulations that apply to our
India operations. These numerous and sometimes conflicting laws and regulations include anti-corruption laws, such as the Foreign Corrupt Practices Act,
and other local laws prohibiting corrupt payments to governmental officials, among others. Violations of these laws and regulations could result in fines
and penalties, or criminal sanctions against us, our officers, or our employees. Although policies and procedures are designed to ensure compliance with
these laws and regulations, there can be no assurance that our employees, contractors, or agents will not violate our policies.
Our acquired renewal rights intangible assets can be subject to impairment charges which can adversely affect our financial results.
We evaluate our renewal rights intangible assets when impairment indicators are present to determine if there has been any impairment in their
carrying value. If we determine an impairment has occurred, we are required to record an impairment charge equal to the excess of the asset’s carrying
value over its estimated fair value. The assumptions underlying our fair value estimates are subject to uncertainties including, but not limited to, policy
attrition rates, changes in premium rates, marketplace competition, policyholder behavior, and regulatory changes. As these factors are difficult to predict
and are subject to future events that may alter our assumptions, the future cash flows estimated in our impairment analysis may materially differ from our
actual results.
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The insolvency and receivership of United Property & Casualty Insurance Company could adversely affect our financial results.
On February 27, 2023, United Property & Casualty Insurance Company was placed into receivership by the State of Florida due to its financial
insolvency. Under our agreements with United, United is responsible for payment of ceded premiums owed to us while the we are responsible for
adjudicating and paying claims. We cannot predict the actions a receiver might take, which may include cancellation of policies subject to the quota share
contracts, termination of the claims processing services agreement and restrictions on, or use of, funds held in trust. Any such actions could have a material
adverse effect on our financial position and results of operations.
Financial risks
HCI Group, Inc. depends on the ability of its subsidiaries to generate and transfer funds to meet its debt obligations.
HCI Group, Inc. does not have significant revenue-generating operations of its own. Our ability to make scheduled payments on our debt
obligations depends on the financial condition and operating performance of our subsidiaries. If the funds we receive from our subsidiaries, some of which
are subject to regulatory restrictions on the payment of distributions, are insufficient to meet our debt obligations, we may be required to raise funds
through the issuance of additional debt or equity securities, reduce or suspend dividend payments, or sell assets.
We may require additional capital in the future which may not be available or may only be available on unfavorable terms.
Our future capital requirements depend on many factors, including our ability to write new business successfully and to establish premium rates
and reserves at levels sufficient to cover losses. To the extent that our present capital is insufficient to meet future operating requirements or to cover losses,
we may need to raise additional funds through financings or curtail our growth. Based on our current operating plan, we believe current capital together
with our anticipated retained income will support our operations. However, we cannot provide any assurance in that regard, since many factors will affect
our capital needs and their amount and timing, including our growth and profitability, and the availability of reinsurance, as well as possible acquisition
opportunities, market disruptions and other unforeseeable developments. If we require additional capital, it is possible that equity or debt financing may not
be available at all or may be available only on terms unfavorable to us. Equity financings could result in dilution to our shareholders, and in any case such
securities may have rights, preferences and privileges that are senior to those of existing shareholders. If we cannot obtain adequate capital on favorable
terms or at all, our business, financial condition or results of operations could be materially affected.
Our credit agreement contains restrictions that can limit our flexibility in operating our business.
The agreement governing our revolving credit facility contains various covenants that limit our ability to engage in certain transactions. These
covenants limit our and our subsidiaries’ ability to, among other things:
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incur additional indebtedness;
declare or make any restricted payments;
create liens on any of our assets now owned or hereafter acquired;
consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets now owned or hereafter acquired; and
enter into certain transactions with our affiliates.
An increase in interest rates may negatively impact our operating results and financial condition.
Borrowings under our revolving credit facility have a variable rate of interest. An increase in interest rate would have a negative impact on our
results of operations attributable to increased interest expense.
Investment risks
There may be limited markets for and restrictions on certain holdings in our investment portfolio.
Certain holdings in our investment portfolio include limited partnership interests and commercial real estate. We may increase our holdings in
these types of investments as we pursue further diversification. These investments may be illiquid in the near term as they are privately placed and are
subject to certain restrictions or conditions that may limit our ability to immediately dispose of the investments. If it becomes necessary to sell any of these
investments at a time when the fair market value is below our carrying value, we may incur significant losses which could have a material adverse effect on
our net income and financial position.
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Our financial results may be negatively affected by the fact that a portion of our income is generated by the investment of our available cash.
A portion of our income is, and likely will continue to be, generated by the investment of our available cash. The amount of income so generated
is a function of our investment policy, available investment opportunities, and the amount of available cash invested. Fluctuating interest rates and other
economic factors make it difficult to estimate accurately the amount of investment income that will be realized. In fact, we have realized and may in the
future realize losses on sales of our investments as well as credit losses on our investment holdings. Any unfavorable change to the fair value of our equity
securities will also impact our financial results.
Our revenue from real estate investments may be affected by the success and economic viability of our anchor retail tenants. Our reliance on
a single or significant tenant at certain properties may impact our ability to lease vacated space and adversely affect returns on the specific property.
At certain retail centers, we may have tenants, commonly referred to as anchor tenants, occupying all or a large portion of the gross leasable
space. In the event an anchor tenant becomes insolvent, suffers a downturn in business, ceases its operations at the retail center, or otherwise determines not
to renew its lease, any reduction or cessation of rental payments to us could adversely affect the returns on our real estate investments. A lease termination
or cessation of operations by an anchor tenant could also lead to the loss of other tenants at the specific retail location. We may then incur additional
expenses to make improvements and prepare the vacated space to be leased to one or more new tenants.
Similarly, the leases of some anchor tenants may permit the anchor tenant to transfer its lease to another retailer. The transfer to a new anchor
tenant could cause customer traffic in the retail center to decrease and thereby reduce the income generated by that retail center. A lease transfer to a new
anchor tenant could also allow other tenants to make reduced rental payments or to terminate their leases.
Our retail and other real estate properties may be subject to impairment charges which can adversely affect our financial results.
We periodically evaluate our long-lived assets and related intangible assets to determine if there has been any impairment in their carrying
values. If we determine an impairment has occurred, we are required to record an impairment charge equal to the excess of the asset’s carrying value over
its estimated fair value. As our real estate operations grow, there is an increased potential that the impairment of an asset could have a material adverse
effect on our financial results. In addition, our fair value estimates are based on several assumptions that are subject to economic and market uncertainties
including, but not limited to, demand for space, competition for tenants, changes in market rental rates and costs to operate each property. As these factors
are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated in our impairment analysis may not
be achieved.
Our ongoing investments in real estate and information technology businesses have inherent risks and could burden our financial and
human resources.
We have invested and expect to continue to invest in real estate and information technology. Despite our due diligence, these investments may
still involve significant risks and uncertainties, including distraction of management and employees from current operations, insufficient revenues to offset
liabilities assumed and incurred expenses, inadequate return of capital, and failure to realize the anticipated benefits. There can be no assurance that such
investments will be successful and will not adversely affect our financial condition and operating results.
Legal and regulatory risks
Industry trends, such as increased litigation against the insurance industry and individual insurers, the willingness of courts to expand
covered causes of loss, rising jury awards, and the escalation of loss severity may contribute to increased costs and to the deterioration of the reserves of
our insurance subsidiaries.
Loss severity in the property and casualty insurance industry may increase and may be driven by larger court judgments. In the event legal
actions and proceedings are brought on behalf of classes of complainants, this may increase the size of judgments. The propensity of policyholders and
third party claimants to litigate and the willingness of courts to expand causes of loss and the size of awards may render our loss reserves inadequate for
current and future losses.
As an insurance holding company, we are currently subject to state regulation and in the future may become subject to federal regulation.
All states regulate insurance holding company systems. State statutes and administrative rules generally require each insurance company in the
holding company group to register with the department of insurance in its state of domicile and to furnish information concerning the operations of the
companies within the holding company system that may materially affect the operations, management
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or financial condition of the insurers within the group. As part of its registration, each insurance company must identify material agreements, relationships
and transactions with affiliates, including without limitation, loans, investments, asset transfers, transactions outside of the ordinary course of business,
certain management, service, and cost sharing agreements, reinsurance transactions, dividends, and consolidated tax allocation agreements.
Insurance holding company regulations generally provide that transactions between an insurance company and its affiliates must be fair and
equitable, allocated between the parties in accordance with customary accounting practices, and fully disclosed in the records of the respective parties.
Many types of transactions between an insurance company and its affiliates, such as transfers of assets among such affiliated companies, certain dividend
payments from insurance subsidiaries and certain material transactions between companies within the system may be subject to prior approval by, or prior
notice to, state regulatory authorities. If we are unable to obtain the requisite prior approval for a specific transaction, we would be precluded from taking
the action, which could adversely affect our operations. In addition, state insurance regulations also frequently impose notice or approval requirements for
the acquisition of specified levels of ownership in the insurance company or insurance holding company.
Regulations may vary from state to state, and states occasionally may have conflicting regulations. Currently, the federal government’s role in
regulating or dictating the policies of insurance companies is limited. However, Congress, from time to time, considers proposals that would increase the
role of the federal government in insurance regulation, either in addition to or in lieu of state regulation. The impact of any future federal insurance
regulation on our insurance operations is unclear and may adversely impact our business or competitive position.
Our insurance subsidiaries are subject to extensive regulation, which may reduce our profitability or limit our growth. Moreover, if we fail to
comply with these regulations, we may be subject to penalties, including fines and suspensions, which may adversely affect our financial condition and
results of operations.
The insurance industry is highly regulated and supervised. Our insurance subsidiaries are subject to the supervision and regulation of the states in
which they are domiciled and the states in which they transact insurance business. Such supervision and regulation is primarily designed to protect our
policyholders rather than our shareholders. These regulations are generally administered by a department of insurance in each state and relate to, among
other things —
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the content and timing of required notices and other policyholder information;
the amount of premiums the insurer may write in relation to its surplus;
the amount and nature of reinsurance a company is required to purchase;
participation in guaranty funds and other statutorily created markets or organizations;
business operations and claims practices;
approval of policy forms and premium rates;
standards of solvency, including risk-based capital measurements;
licensing of insurers and their products;
restrictions on the nature, quality and concentration of investments;
restrictions on the ability of insurance company subsidiaries to pay dividends to their holding companies;
restrictions on transactions between insurance companies and their affiliates;
restrictions on the size of risks insurable under a single policy;
requiring deposits for the benefit of policyholders;
requiring certain methods of accounting;
periodic examinations of our operations and finances;
the form and content of records of financial condition required to be filed; and
the level of reserves.
The Florida Office of Insurance Regulation and regulators in other jurisdictions where we may become licensed and offer insurance products
conduct periodic examinations of the affairs of insurance companies and require the filing of annual and other reports relating to financial condition,
holding company issues and other matters. These regulatory requirements may adversely affect or inhibit
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our ability to achieve some or all of our business objectives. These regulatory authorities also conduct periodic examinations into insurers’ business
practices. These reviews may reveal deficiencies in our insurance operations or non-compliance with regulatory requirements.
In certain states including Florida, insurance companies are subject to assessments levied by the states where they conduct their business. While
we can recover these assessments from Florida policyholders through policy surcharges, our payment of the assessments and our recoveries may not offset
each other in the same reporting period in our consolidated financial statements and may cause a material, adverse effect on our cash flows and results of
operations in a particular reporting period.
In addition, regulatory authorities have relatively broad discretion to deny or revoke licenses for various reasons, including the violation of
regulations. In some instances, we follow practices based on our interpretations of regulations or practices that we believe may be generally followed by the
industry. These practices may turn out to be different from the interpretations of regulatory authorities. If we do not have the requisite licenses and
approvals or do not comply with applicable regulatory requirements, insurance regulatory authorities could preclude or temporarily suspend us from
carrying on some or all of our activities or otherwise penalize us. This could adversely affect our ability to operate our business.
Finally, changes in the level of regulation of the insurance industry or changes in laws or regulations themselves or interpretations by regulatory
authorities could adversely affect our ability to operate our business, reduce our profitability and limit our growth.
A regulatory environment that requires approval of rate increases and that can dictate underwriting practices and mandate participation in
loss sharing arrangements may adversely affect our results of operations and financial condition.
From time to time, political events and positions affect the insurance market, including efforts to suppress rates to a level that may not allow us to
reach targeted levels of profitability. For example, if our loss ratio compares favorably to that of the industry, state regulatory authorities may impose rate
rollbacks, require us to pay premium refunds to policyholders, or challenge or otherwise delay our efforts to raise rates even if the homeowners industry
generally is not experiencing regulatory challenges to rate increases. In particular, due to the COVID-19 pandemic, state regulators and legislators are
under increased political pressure to provide financial relief to policyholders through premium rebates or requiring insurers to pay claims arising from
COVID-19 related losses, regardless of the applicable policy’s exclusions.
In addition, certain states have enacted laws that require an insurer conducting business in that state to participate in assigned risk plans,
reinsurance facilities and joint underwriting associations. Certain states also require insurers to offer coverage to all consumers, often restricting an
insurer’s ability to charge the price it might otherwise charge. In these markets, we may be compelled to underwrite significant amounts of business at
lower-than-desired rates, possibly leading to an unacceptable return on equity. Our results of operations and financial condition could be adversely affected
by any of these factors.
Our real estate operations are subject to regulation under various federal, state, and local laws concerning the environment.
Our real estate operations own various properties including marina facilities, and commercial buildings. As a result, we are subject to regulation
under various federal, state, and local laws concerning the environment, including laws addressing the discharge of pollutants into the air and water and the
management and disposal of hazardous substances and wastes and the cleanup of contaminated sites. We could incur substantial costs, including
remediation costs, fines and civil or criminal sanctions and third-party damage or personal injury claims, if in the future we were to violate or become liable
under environmental laws relating to our real estate operations.
Security and fraud risks
An unauthorized disclosure or loss of policyholder or employee information or other sensitive or confidential information, including by
cyber-attack or other security breach, could cause a loss of data, give rise to remediation or other expenses, expose us to liability under federal and
state laws, and subject us to litigation and investigations, which could have an adverse effect on our business, cash flows, financial condition and
results of operations.
As part of our normal operations, we collect, process and retain certain sensitive and confidential information. We are subject to various federal
and state privacy laws and rules regarding the use and disclosure of certain sensitive or confidential information. Despite the security measures we have
implemented to help ensure data security and compliance with applicable laws and rules, which include firewalls, regular penetration testing and other
measures, our facilities and systems, and those of our third-party service providers and vendors, may be vulnerable to cyber-attacks, security breaches, acts
of vandalism, computer viruses, theft of data, misplaced or lost data, programming and human errors, physical break-ins, or other disruptions. In addition,
we cannot ensure that we will be able to identify, prevent or contain the effects of possible cyber-attacks or other cybersecurity risks in the future that may
bypass our security measures or disrupt our information technology systems or business.
17
Noncompliance with any privacy or security laws and regulations, or any security breach, cyber-attack or cybersecurity breach, and any incident
involving the misappropriation, loss or other unauthorized disclosure or use of, or access to, sensitive or confidential member information, could require us
to expend significant capital and other resources to continue to modify or enhance our protective measures and to remediate any damage caused by such
breaches. In addition, this could result in interruptions to our operations and damage to our reputation, and misappropriation of confidential information
could also result in regulatory enforcement actions, material fines and penalties, litigation or other liability or actions which could have a material adverse
effect on our business, cash flows, financial condition and results of operations. As the regulatory environment related to information security, data
collection and use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to our business, compliance with
those requirements could also result in additional costs.
We rely on service providers and vendors to provide certain technology, systems and services that we use in connection with various functions of
our business, including PCI DSS (Payment Card Industry Data Security Standard) compliant credit card processing, and we may entrust them with
confidential information. The information systems of our third-party service providers and vendors are also vulnerable to an increasing threat of continually
evolving cybersecurity risks. Unauthorized parties may attempt to gain access to these systems or our information through fraud or other means of
deceiving our associates, third-party service providers or vendors. Hardware, software or applications we obtain from third parties may contain defects in
design or manufacture or other problems that could unexpectedly compromise information security. The methods used to obtain unauthorized access,
disable or degrade service or sabotage systems are also constantly changing and evolving and may be difficult to anticipate or detect for long periods of
time. Ever-evolving threats mean our third-party service providers and vendors must continually evaluate and adapt their own respective systems and
processes, and there is no assurance that they will be adequate to safeguard against all data security breaches or misuses of data. Any future significant
compromise or breach of our data security via a third-party service provider or vendor could result in additional significant costs, lost revenues, fines,
lawsuits, and damage to our reputation. We have acquired a cybersecurity insurance policy to help mitigate any financial impact that may incur with a
breach along with the assistance for legal and/or media requirements during that time.
General risks
An overall decline in economic activity could have a material adverse effect on the financial condition and results of operations of our
business.
The demand for homeowners insurance generally rises as the overall level of household income increases and generally falls as household
income decreases, affecting premiums, commissions and fees generated by our business. Some new polices may be sourced by referral sources tied to
home closing transactions, and major slowdowns in the various housing markets we serve could impact our ability to generate new business. The economic
activity that impacts homeowners insurance is most closely correlated with employment levels, corporate revenue and asset values.
Changing climate conditions could have an adverse impact on our business, results of operations or financial condition.
There is an emerging scientific consensus on climate change, which may affect the frequency and severity of storms, floods and other weather
events, and negatively affect our business, results of operations, and/or financial condition.
We have exposure to unpredictable catastrophes, which can materially and adversely affect our financial results.
We write insurance policies that cover homeowners, condominium owners, and tenants for losses that result from, among other things,
catastrophes. We are therefore subject to losses, including claims under policies we have written, arising out of catastrophes that may have a significant
effect on our business, results of operations, and financial condition. A significant catastrophe could also have an adverse effect on our reinsurers.
Catastrophes can be caused by various events, including hurricanes, tropical storms, tornadoes, windstorms, earthquakes, hailstorms, explosions, power
outages, fires, winter storms and man-made events. The incidence and severity of catastrophes are inherently unpredictable. The extent of losses from a
catastrophe is a function of both the total amount of insured exposure in the area affected by the event and the severity of the event. Our policyholders are
currently concentrated in Florida and the northeast and southeast regions, which are subject to adverse weather conditions such as hurricanes, tropical
storms and winter storms. Therefore, although we attempt to manage our exposure to catastrophes through our underwriting process and the purchase of
reinsurance protection, an especially severe catastrophe or series of catastrophes could exceed our reinsurance protection and may have a material, adverse
impact on our results of operations and financial condition.
ITEM 1B – Unresolved Staff Comments
Not applicable.
18
ITEM 2 – Properties
Real Estate Owned and Used in Operations
Tampa, Florida. The real estate consists of a two-story building with gross area of approximately 67,300 square feet and currently serves as HCI
Group, Inc.’s corporate headquarters.
Ocala, Florida. The real estate consists of 1.6 acres of land and an office building with gross area of approximately 16,000 square feet. The
facility is 100% designated for our insurance operations and used exclusively by TypTap Management Company.
Investment Real Estate
Treasure Island, Florida. The real estate consists of approximately 10 acres of waterfront property and land improvements, a restaurant and a
marina facility. The marina facility is currently owned and operated by us. The restaurant facility is leased to an unrelated party that operates several
restaurants in the area.
Tierra Verde, Florida. The real estate consists of 7.1 acres of waterfront property, a dry rack storage building with gross area of 57,500 square
feet, and two buildings with retail space having an aggregate gross area of approximately 23,000 square feet. This marina facility is owned and operated by
us. Approximately 6% of the available retail space is occupied by us, 68% of the retail space is leased to non-affiliates, and the remaining space is available
for lease.
Riverview, Florida. The real estate consists of 2.57 acres of land, 1.27 acres of which is leased to Thorntons, LLC, a gas station and convenience
store chain. Our retail structure with 8,400 square feet of net rentable space is situated on the remaining land. 100% of the rentable space is leased to non-
affiliates.
Sorrento, Florida. The real estate includes 5.42 acres of outparcel land intended for ground lease or resale and a retail shopping center with
61,430 square feet of net rentable area. Approximately 74% of the rentable space is currently leased to Publix supermarket. 100% of the rentable space is
leased to non-affiliates. See Note 28 -- “Subsequent Events” to our consolidated financial statements under Item 8 of this Annual Report on Form 10-K.
Melbourne, Florida. The real estate includes 2.26 acres of outparcel land intended for ground lease, resale or future development and a retail
shopping center with 49,995 square feet of rentable area. Approximately 42% of the rentable space is currently leased to Fresh Market supermarket.
Approximately 95% of the rentable space is leased to non-affiliates and the remaining space is available for lease. See Note 28 -- “Subsequent Events” to
our consolidated financial statements under Item 8 of this Annual Report on Form 10-K.
Tampa, Florida. We own investment properties in two different locations. One real estate consists of 6.38 acres of land and an office building
with gross area of 68,867 square feet. The building was 100% leased to Bank of America through October 2022. Effective January 1, 2023, this property is
used in our operations and, as a result, is reclassified out of real estate investments to property and equipment on the consolidated balance sheet subsequent
to December 31, 2022. Another is approximately 9 acres of undeveloped land that we acquired in February 2019.
Clearwater, Florida. The real estate consists of 6.08 acres of land and a retail building with 54,296 square feet of rentable space. Approximately
59% of the rentable space is currently leased to ALDI supermarket. Approximately 94% of the rentable space is leased to non-affiliates and the remaining
space is available for lease.
Leased Property
Tampa, Florida. We leased 52,693 square feet of office space and use of a four-level parking garage which primarily served as TTIG’s corporate
headquarters and several of its subsidiaries’ offices until January 31, 2023. See Note 28 -- “Subsequent Events” to our consolidated financial statements
under Item 8 of this Annual Report on Form 10-K.
Noida, India. We lease 15,000 square feet of office space for our information technology operations. The original lease expired in January 2022
and we entered into a new lease agreement for this lease effective February 2022 with an initial term of nine years.
Miami Lakes, Florida. We lease approximately 5,600 square feet of office space for our claims related administration. The lease is currently on a
month-to-month basis.
19
Expense under all facility leases was $1,595,000, $1,945,000, and $1,259,000 during the years ended December 31, 2022, 2021 and 2020,
respectively.
ITEM 3 – Legal Proceedings
We are a party to claims and legal actions arising routinely in the ordinary course of our business. Although we cannot predict with certainty the
ultimate resolution of the claims asserted against us, we do not believe that any currently pending legal proceeding to which we are a party will have a
material, adverse effect on our consolidated financial position, results of operations or cash flows.
ITEM 4 – Mine Safety Disclosures
Not applicable.
20
ITEM 5 – Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Markets for Common Stock
Our common stock trades on the New York Stock Exchange under the symbol “HCI.”
PART II
Holders
Dividends
As of February 27, 2023, the market price for our common stock was $53.49 and there were 176 holders of record of our common stock.
The declaration and payment of dividends is at the discretion of our board of directors. Our ability to pay dividends depends on many factors,
including the Company’s operating results, financial condition, capital requirements, the availability of cash from our subsidiaries and legal and regulatory
constraints and requirements on the payment of dividends and other factors that our board of directors deems relevant. The following table represents the
frequency and amount of all cash dividends declared on our common stock for the two most recent fiscal years:
Declaration Date
10/13/2022
7/14/2022
4/26/2022
1/20/2022
10/15/2021
7/7/2021
4/28/2021
1/15/2021
Payment Date
12/16/2022
9/16/2022
6/17/2022
3/18/2022
12/17/2021
9/17/2021
6/18/2021
3/19/2021
Date of Record
11/18/2022
8/19/2022
5/17/2022
2/18/2022
11/19/2021
8/20/2021
5/21/2021
2/19/2021
$
$
$
$
$
$
$
$
Per Share Amount
0.40
0.40
0.40
0.40
0.40
0.40
0.40
0.40
Under Florida law, a domestic insurer may not pay any dividend or distribute cash or other property to its stockholders unless certain
requirements, which are discussed in Note 25 -- “Regulatory Requirements and Restrictions” to our consolidated financial statements under Item 8 of this
Annual Report on Form 10-K, are met. Hence, Florida law may limit the availability of cash from our insurance subsidiaries for the payment of dividends
to our shareholders.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table summarizes our equity compensation plans as of December 31, 2022. We currently have no equity compensation plans not
approved by our stockholders.
Plan Category
Equity Compensation Plans Approved by
Stockholders
(a)
Number of Securities
To be Issued Upon
Exercise of
Outstanding Options
(b)
Weighted-Average
Exercise Price of
Outstanding Options
(c)
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))
440,000 $
45.25
1,116,205
21
Performance Graph
The following graph compares the 5-year cumulative total dollar return to shareholders on our common stock relative to the cumulative total
returns of the Russell 2000 Index and the NASDAQ Insurance Index. An investment of $100 (with reinvestment of all dividends) is assumed to have been
made in our common stock and in each index on December 31, 2017 and its relative performance is tracked through December 31, 2022. The returns
shown are based on historical results and are not intended to suggest future performance.
22
Recent Sales of Unregistered Securities
All information related to sales of unregistered securities have been reported in Current Report on Form 8-K filings.
Issuer Purchases of Equity Securities
The table below summarizes the number of common shares repurchased under the 2022 repurchase plan approved by our Board of Directors, and
also the number of common shares surrendered by employees to satisfy payroll tax liabilities associated with the vesting of restricted shares (dollar
amounts in thousands, except share and per share amounts):
For the Month Ended
October 31, 2022
November 30, 2022
December 31, 2022
Total Number
of Shares
Purchased
Average
Price Paid
Per Share
160,826 $
78,123 $
83,614 $
322,563 $
38.17
38.40
35.88
37.63
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs (a)
Maximum Dollar
Value of Shares That
May Yet Be Purchased
Under The Plans
or Programs (b)
80,487 $
78,123 $
83,614 $
242,224
8,941
5,941
2,941
a)
b)
In March 2022, our Board of Directors authorized a plan announced March 14, 2022 to repurchase up to $20,000 of the Company’s
common shares before commissions and fees during 2022 with this share repurchase plan expiring December 31, 2022.
Represents the balances before commissions and fees at the end of each month. See Note 20 -- “Equity” to our consolidated financial
statements under Item 8 of this Annual Report on Form 10-K for additional information.
ITEM 6 – Reserved
Not applicable.
23
ITEM 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this
Annual Report on Form 10-K.
Forward-Looking Statements
In addition to historical information, this Annual Report on Form 10-K contains forward-looking statements as defined under federal
securities laws. Such statements, including statements about our plans, objectives, expectations, assumptions or future events, involve risks and
uncertainties. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual
results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements. Typically,
forward-looking statements can be identified by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,”
“believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions. The important factors that could cause actual results to differ
materially from those indicated by such forward-looking statements include but are not limited to the effects of governmental regulation; changes in
insurance regulations; the frequency and extent of claims; uncertainties inherent in reserve estimates; catastrophic events; changes in the demand for,
pricing of, availability of or collectability of reinsurance; restrictions on our ability to change premium rates; increased rate pressure on premiums; the
severity and impact of a pandemic; and other risks and uncertainties and other factors listed under Item 1A – “Risk Factors” and elsewhere in this
Annual Report on Form 10-K and in our other Securities and Exchange Commission filings.
OVERVIEW
General
HCI Group, Inc. is a Florida-based InsurTech company which through its subsidiaries is engaged in a variety of business activities, including
property and casualty insurance, information technology services, insurance management, real estate and reinsurance. Its principal business is property and
casualty insurance.
We began insurance operations by participating in a “take-out program” which is a legislatively mandated program designed to encourage private
companies to assume policies from Citizens, a Florida state-sponsored insurance carrier. Opportunities to acquire large numbers of policies from Citizens
meeting our strict underwriting criteria have diminished in recent years. We may, however, selectively pursue additional assumption transactions with
Citizens.
Our general operating and growth strategies are to continually optimize our existing book of insurance business, organically expand our
insurance business, manage our costs and expenses, diversify our business operations, develop and deploy new technologies to streamline operational
processes, and maintain a strong balance sheet so we can quickly pursue accretive opportunities when they arise. Our growth strategies also include
assumption of policies from other insurance companies with the intention of renewing and/or replacing them with our policies.
Recent Events
Since January 1, 2023, our Tampa office building property that was previously leased to an unaffiliated company has been used in our operations.
As a result, it is reclassified out of real estate investments to property and equipment on the consolidated balance sheet subsequent to December 31, 2022.
On January 11, 2023, our Board of Directors declared a quarterly dividend of $0.40 per common share. The dividends are payable on March 17,
2023 to stockholders of record on February 17, 2023.
On January 12, 2023, we received approval from the FLOIR to discontinue our flood insurance policies written in Florida with policy
cancellation effective dates no later than May 31, 2023. The reason for discontinuation is primarily attributable to the increased costs and reduced
availability of flood reinsurance. The discontinuation will not have a material impact to our results of operations.
On January 17, 2023, we received the final distribution of $18,000 from FMKT Mel JV, the unconsolidated joint venture that we had a 90%
equity interest in which was liquidated on December 31, 2022.
On February 5, 2023, our Board of Directors extended the maturity date for the principal and unpaid accrued interest of the $40,000,000 demand
promissory note with TTIG to June 30, 2025.
On February 14, 2023, we entered into a conditional agreement to sell our retail shopping center investment property in Sorrento, Florida to a
non-affiliate for a price of $13,418,000. Subject to due diligence, the sale is expected to be completed within 45
24
days after the contract date.
On February 16, 2023, we entered into a conditional agreement to sell our retail shopping center investment property in Melbourne, Florida to a
non-affiliate for a price of $18,500,000. Subject to due diligence, the sale is expected to be completed within 45 days after the contract date.
On February 27, 2023, United’s Florida-domiciled residential insurance subsidiary was placed into receivership by the State of Florida due to its
financial insolvency. Under the existing contracts, United is responsible for payment of ceded premiums owed to us while we are responsible for
adjudicating and paying claims. At December 31, 2022, we had a net amount due to United of $1,114,000 and funds withheld for assumed business in trust
accounts totaling $48,772,000 for the benefit of policies assumed from, and third-party administrator (“TPA”) services provided to, United. We cannot
predict the actions a receiver might take, which may include cancellation of policies subject to the quota share contracts, termination of the TPA service
agreement and restrictions on, or use of, funds held in trust. Any such actions could have a material adverse effect on our financial position and results of
operations.
RESULTS OF OPERATIONS
Comparison of the Year Ended December 31, 2022 with the Year Ended December 31, 2021
Our results of operations for the year ended December 31, 2022 reflect net loss of approximately $54,603,000, or $6.24 loss per share, compared
with net income of approximately $7,242,000, or $0.21 diluted earnings per share, for the year ended December 31, 2021. The year-over-year decrease was
primarily attributable to a $143,938,000 increase in losses and loss adjustment expenses, an $11,245,000 increase in policy acquisition and other
underwriting expenses, and an $11,083,000 increase in general and administrative personnel expenses, offset by an $86,269,000 increase in net premiums
earned and a $3,937,000 net increase in income from our investment portfolio (consisting of net investment income and net realized and unrealized gains or
losses).
Revenue
Gross Premiums Earned on a consolidated basis for the years ended December 31, 2022 and 2021 were approximately $724,716,000 and
$577,044,000, respectively. The $147,672,000 increase in 2022 was primarily attributable to the increased policies in force from the growth in TypTap’s
business, offset by a normal decrease due to policy attrition. Gross premiums earned from the United policies assumed were $73,261,000 in 2022 compared
with $98,498,000 in 2021. HCPCI’s gross premiums earned were $426,501,000 in 2022 compared with $401,137,000 in 2021. TypTap’s gross premiums
earned were $298,215,000 in 2022 compared with $175,907,000 in 2021.
Premiums Ceded for the years ended December 31, 2022 and 2021 were approximately $261,144,000 and $199,741,000, respectively,
representing 36.0% and 34.6%, respectively, of gross premiums earned. Our premiums ceded represent costs of reinsurance to cover losses from
catastrophes that exceed the retention levels defined by our catastrophe excess of loss reinsurance contracts or to assume a proportional share of losses
defined in a quota share agreement. The rates we pay for reinsurance are based primarily on policy exposures reflected in gross premiums earned. The
$61,403,000 increase was primarily attributable to increased reinsurance costs effective June 1, 2022 and an increased overall reinsurance coverage amount
as a result of premium growth and expansion, offset by a net reduction in premiums ceded attributable to retrospective provisions under multi-year
reinsurance contracts. In addition, premiums ceded were increased by a reversal of $12,600,000 of previously accrued benefits attributable to retrospective
provisions under multi-year reinsurance contracts due to the effects of Hurricane Ian. See “Economic Impact of Reinsurance Contracts with Retrospective
Provisions” under “Critical Accounting Policies and Estimates.”
Net Premiums Written for the years ended December 31, 2022 and 2021 totaled approximately $464,875,000 and $474,648,000, respectively. Net
premiums written represent the premiums charged on policies issued during a fiscal period less any applicable reinsurance costs. The $9,773,000 decrease
in 2022 resulted primarily from an increase in premiums ceded to reinsurers as described above, offset by an increase in gross premiums written from the
growth of TypTap business of approximately $100,680,000. HCPCI’s and TypTap’s gross premiums written were approximately $377,860,000 and
$348,159,000, respectively, for 2022 compared with approximately $426,910,000 and $247,479,000, respectively, for 2021. We had approximately 210,400
policies in force at December 31, 2022 (excluding policies assumed from United) as compared with approximately 180,700 policies in force at December
31, 2021.
Net Premiums Earned for the years ended December 31, 2022 and 2021 were approximately $463,572,000 and $377,303,000, respectively, and
reflect the gross premiums earned less reinsurance costs as described above.
25
The following is a reconciliation of our Net Premiums Written to Net Premiums Earned for the years ended December 31, 2022 and 2021
(amounts in thousands):
Net Premiums Written
Increase in Unearned Premiums
Net Premiums Earned
Years Ended December 31,
2022
2021
$
$
464,875 $
(1,303 )
463,572 $
474,648
(97,345 )
377,303
Net Investment Income for the years ended December 31, 2022 and 2021 was approximately $32,447,000 and $12,335,000, respectively. The
year-over-year increase was primarily attributable to a $12,040,000 increase in income from real estate investments, a $4,992,000 increase in income from
available-for-sale fixed-maturity securities and a $4,142,000 increase in interest income from cash and cash equivalents. See Net Investment Income under
Note 4 -- “Investments” to our consolidated financial statements under Item 8 of this Annual Report on Form 10-K.
Net Realized Investment Losses for the year ended December 31, 2022 were approximately $1,187,000 compared with approximately $6,472,000
of net realized investment gains for the year ended December 31, 2021. The decrease was primarily attributable to net realized losses of approximately
$996,000 from sales of equity securities during the year ended December 31, 2022 compared with net realized gains of approximately $4,123,000 from
sales of equity securities during the year ended December 31, 2021.
Net Unrealized Investment Losses for the year ended December 31, 2022 were approximately $7,153,000 compared with approximately
$1,363,000 of net unrealized investment gains for the year ended December 31, 2021. Net unrealized investment gains or losses represent the net change in
the fair value of equity securities. The decrease in 2022 was primarily attributable to an overall deterioration in the equity market compared with 2021.
Gain from Remeasurement of Contingent Liabilities for the year ended December 31, 2022 was approximately $3,117,000, resulting from the
decrease in the balance of contingent liabilities in connection with the renewal rights agreements entered into with United. See Note 9 -- “Intangible Assets,
Net” to our consolidated financial statements under Item 8 of this Annual Report on Form 10-K for additional information.
Expenses
Our consolidated Losses and Loss Adjustment Expenses amounted to approximately $371,463,000 and $227,525,000 for the years ended
December 31, 2022 and 2021, respectively. The losses and loss adjustment expenses of HCPCI Insurance Operations were $204,549,000 and $147,198,000
for the years ended December 31, 2022 and 2021, respectively. The increase was primarily attributable to approximately $42,100,000 of losses from
Hurricane Ian and a $20,338,000 net increase in losses attributable to the United policies due to an increase in the number of policies assumed from United
or any subsequent renewal or replacement of United policies. Losses and loss adjustment expenses for TypTap were $173,828,000 and $80,863,000 for the
years ended December 31, 2022 and 2021, respectively. The increase was primarily attributable to $45,365,000 of losses due to the greater number of
TypTap policies in force, approximately $23,200,000 of losses from Hurricane Ian, a $14,389,000 net increase in losses attributable to the United policies
due to an increase in the number of policies assumed from United or any subsequent renewal or replacement of United policies, and $13,544,000 of prior
period loss development. See “Reserves for Losses and Loss Adjustment Expenses” under “Critical Accounting Policies and Estimates.”
Policy Acquisition and Other Underwriting Expenses for the years ended December 31, 2022 and 2021 were approximately $104,977,000 and
$93,732,000, respectively, and primarily reflect the amortization of deferred acquisition costs such as commissions payable to agents for production and
renewal of policies, catastrophe allowance payable to United, and premium taxes. Policy acquisition expenses for HCPCI were $59,398,000 and
$59,321,000 for the years ended December 31, 2022 and 2021, respectively. TypTap policy acquisition expenses were $45,733,000 and $34,593,000 for the
years ended December 31, 2022 and 2021, respectively. The increase was primarily attributable to amortization of increased commission costs related to
the growth of TypTap’s policies in force during 2022 and the policies assumed from United or any subsequent renewal or replacement of United policies.
General and Administrative Personnel Expenses for the years ended December 31, 2022 and 2021 were approximately $56,511,000 and
$45,428,000, respectively. Our general and administrative personnel expenses include salaries, wages, payroll taxes, stock-based compensation expense,
and employee benefit costs. Factors such as merit increases, changes in headcount, and periodic restricted stock grants, among others, cause fluctuations in
this expense. In addition, our personnel expenses are decreased by the capitalization of payroll costs related to projects to develop software for internal use
and the payroll costs associated with the processing and settlement of certain catastrophe claims which are recoverable from reinsurers under reinsurance
contracts. The year-over-year increase of $11,083,000 was primarily attributable to a $9,607,000 increase in salaries and wages expense due to an increase
in the headcount of temporary and full-time employees and merit increases for non-executive employees and a $1,353,000 increase in stock-based
compensation expense.
26
Interest Expense for the years ended December 31, 2022 and 2021 was approximately $7,768,000 and $6,400,000, respectively. The increase
primarily resulted from interest expense related to our 4.75% Convertible Senior Notes issued in May 2022, offset by conversions of our 4.25%
Convertible Senior Notes during the second half of 2021.
Impairment Loss for the year ended December 31, 2022 was approximately $2,284,000, resulting from the review of the Northeast and Southeast
Regions’ policies in-force as well as the impairment assessment of the renewal rights intangible assets associated with the renewal rights agreements
entered into with United.
Income Tax Benefit for the year ended December 31, 2022 was approximately $13,815,000 for federal, state, and foreign income taxes compared
with income tax expense of approximately $3,991,000 for the year ended December 31, 2021, resulting in an effective tax rate of 20.2% for 2022 and
35.5% for 2021. The decrease in the effective tax rate was primarily attributable to a valuation allowance established as of December 31, 2022 and the
recognition of tax benefits attributable to restricted stock that vested during 2022.
Ratios:
The loss ratio applicable to the year ended December 31, 2022 (losses and loss adjustment expenses incurred related to net premiums earned)
was 80.1% compared with 60.3% for the year ended December 31, 2021. The increase was primarily due to the increase in losses and loss adjustment
expenses due to Hurricane Ian, offset in part by the increase in net premiums earned.
The expense ratio applicable to the year ended December 31, 2022 (defined as total expenses excluding losses and loss adjustment expenses
related to net premiums earned) was 42.4% compared with 44.8% for the year ended December 31, 2021. The decrease in our expense ratio was primarily
attributable to the increase in net premiums earned and the decrease in debt conversion expense, offset in part by the increase in policy acquisition,
underwriting and personnel expenses.
The combined ratio is the measure of overall underwriting profitability before other income. Our combined ratio for the year ended December
31, 2022 was 122.5% compared with 105.1% for the year ended December 31, 2021. The increase was primarily attributable to the increase in losses and
loss adjustment expenses combined with the increases in reinsurance costs and policy acquisition, underwriting and personnel expenses.
Due to the impact our reinsurance costs have on net premiums earned from period to period, our management believes the combined ratio
measured to gross premiums earned is more relevant in assessing overall performance. The combined ratio to gross premiums earned for the year ended
December 31, 2022 was 78.4% compared with 68.7% for the year ended December 31, 2021. The increase in 2022 was primarily attributable to the
increase in losses and loss adjustment expenses due to Hurricane Ian, offset in part by the increase in gross premiums earned.
Comparison of the Year Ended December 31, 2021 with the Year Ended December 31, 2020
Our results of operations for the year ended December 31, 2021 reflect net income of approximately $7,242,000, or $0.21 diluted earnings per
share, compared with a net income of approximately $27,580,000, or $3.49 diluted earnings per share, for the year ended December 31, 2020. The year-
over-year decrease was primarily attributable to a one-time gain on involuntary conversion of approximately $36,969,000 included in our 2020 results,
offset by a net increase in income from our investment portfolio (consisting of net investment income and net realized and unrealized gains or losses) of
approximately $14,538,000.
Revenue
Gross Premiums Earned for the years ended December 31, 2021 and 2020 were approximately $577,044,000 and $415,918,000, respectively.
The $161,126,000 increase in 2021 was primarily attributable to the policies assumed from United and increased policies in force from the growth in
TypTap’s business, offset by a normal decrease due to policy attrition. Gross premiums earned in 2021 related to the United policies assumed were
$98,498,000. HCPCI’s gross premiums earned in 2021 were $401,137,000 compared with $337,082,000 in 2020. TypTap’s gross premiums earned in 2021
were $175,907,000 compared with $78,836,000 in 2020.
Premiums Ceded for the years ended December 31, 2021 and 2020 were approximately $199,741,000 and $153,458,000, respectively,
representing 34.6% and 36.9%, respectively, of gross premiums earned. The $46,283,000 increase was primarily attributable to increased reinsurance costs
effective June 1, 2021 and a higher level of reinsurance coverage, offset by a reduction in premiums ceded attributable to retrospective provisions under
multi-year reinsurance contracts. See “Economic Impact of Reinsurance Contracts with Retrospective Provisions” under “Critical Accounting Policies and
Estimates.”
Net Premiums Written for the years ended December 31, 2021 and 2020 totaled approximately $474,648,000 and $350,696,000, respectively.
The $123,952,000 increase in 2021 resulted primarily from an increase in gross premiums written from the growth of TypTap business of approximately
$142,624,000 and the assumed business from United of approximately $128,948,000. HCPCI’s and TypTap’s gross premiums written were approximately
$426,910,000 and $247,479,000, respectively, for 2021 compared with
27
approximately $399,299,000 and $104,855,000, respectively, for 2020. We had approximately 180,700 policies in force at December 31, 2021 versus
approximately 154,000 policies in force at December 31, 2020.
Net Premiums Earned for the years ended December 31, 2021 and 2020 were approximately $377,303,000 and $262,460,000, respectively, and
reflect the gross premiums earned less reinsurance costs as described above.
The following is a reconciliation of our Net Premiums Written to Net Premiums Earned for the years ended December 31, 2021 and 2020
(amounts in thousands):
Net Premiums Written
Increase in Unearned Premiums
Net Premiums Earned
Years Ended December 31,
2021
2020
$
$
474,648 $
(97,345 )
377,303 $
350,696
(88,236 )
262,460
Net Investment Income for the years ended December 31, 2021 and 2020 was approximately $12,335,000 and $4,564,000, respectively. The year-
over-year increase was primarily attributable to an increase in income from limited partnership investments of approximately $6,542,000 and a net gain of
$2,790,000 recognized in 2021 for a legal settlement received from The Kroger Co. See Net Investment Income under Note 4 -- “Investments” to our
consolidated financial statements under Item 8 of this Annual Report on Form 10-K.
Net Realized Investment Gains for the years ended December 31, 2021 and 2020 were approximately $6,472,000 and $1,000,000, respectively.
The gains in 2021 resulted primarily from sales of equity securities.
Net Unrealized Investment Gains for the years ended December 31, 2021 and 2020 were approximately $1,363,000 and $679,000, respectively.
The increase in 2021 reflected an overall improvement in the equity market compared with 2020.
Expenses
Our consolidated Losses and Loss Adjustment Expenses amounted to approximately $227,525,000 and $160,036,000 for the years ended
December 31, 2021 and 2020, respectively. The increase was primarily attributable to losses associated with the assumption of policies from United, the
organic growth in TypTap’s homeowners business, and the unfavorable loss development for the 2020 loss year. See “Reserves for Losses and Loss
Adjustment Expenses” under “Critical Accounting Policies and Estimates.”
Policy Acquisition and Other Underwriting Expenses for the years ended December 31, 2021 and 2020 were approximately $93,732,000 and
$53,859,000, respectively. The increase was primarily attributable to amortization of increased costs associated with the policies assumed from United and
the amortization of increased commission costs related to the growth of TypTap’s policies in force during 2021.
Debt Conversion Expense for the year ended December 31, 2021 was approximately $1,754,000, representing costs associated with certain of the
conversions of our 4.25% Convertible Senior Notes.
General and Administrative Personnel Expenses for the years ended December 31, 2021 and 2020 were approximately $45,428,000 and
$33,829,000, respectively. The year-over-year increase of $11,599,000 was primarily attributable to an $8,042,000 increase in salaries and wages expense
due to an increase in the headcount of temporary and full-time employees and merit increases for non-executive employees, and a $5,621,000 increase in
stock-based compensation expense, offset by a decrease in employee incentive bonus and higher capitalized and recoverable payroll costs.
Interest Expense for the years ended December 31, 2021 and 2020 was approximately $6,400,000 and $11,734,000, respectively. The decrease
primarily resulted from conversions of our 4.25% Convertible Senior Notes during the second half of 2021 and the early adoption of ASU 2020-06 “Debt –
Debt with Conversion and Other Options and Derivatives and Hedging – Contracts in Entity’s Own Equity.” ASU 2020-06 allows the reversal of discounts
previously recorded to account for the cash conversion feature of convertible debt instruments. Our 4.25% Convertible Senior Notes contain such a cash
conversion feature and accordingly the discount was reversed on January 1, 2021. As a result, interest expense no longer includes amounts representing the
amortization of the discount.
Income Tax Expense for the year ended December 31, 2021 was approximately $3,991,000 for federal, state, and foreign income taxes compared
with income tax expense of approximately $9,348,000 for the year ended December 31, 2020, resulting in an effective tax rate of 35.5% for 2021 and
25.3% for 2020. The increase in the effective tax rate was primarily due to the non-deductibility of certain executive compensation and the increase in
deferred tax expense due to the increased Florida corporate tax rate effective January 1, 2022.
28
Ratios:
The loss ratio applicable to the year ended December 31, 2021 was 60.3% compared with 61.0% for the year ended December 31, 2020. The
decrease was primarily due to an increase in net premiums earned.
The expense ratio applicable to the year ended December 31, 2021 was 44.8% compared with 43.2% for the year ended December 31, 2020. The
increase in our expense ratio was primarily attributable to the increase in policy acquisition, underwriting and personnel expenses, offset by the increase in
net premiums earned and the decrease in interest expense.
The combined ratio to net premiums earned for the year ended December 31, 2021 was 105.1% compared with 104.2% for the year ended
December 31, 2020. The increase was primarily attributable to the increase in losses and loss adjustment expenses combined with the increases in
reinsurance costs and policy acquisition and other underwriting expenses.
The combined ratio to gross premiums earned for the year ended December 31, 2021 was 68.7% compared with 65.8% for the year ended
December 31, 2020. The increase in 2021 was primarily attributable to the increase in losses and loss adjustment expenses, offset by the increase in gross
premiums earned.
Seasonality of Our Business
Our insurance business is seasonal. Hurricanes and tropical storms affecting Florida, our primary market, and other southeastern states typically
occur during the period from June 1st through November 30th of each year. Winter storms in the northeast usually occur during the period between
December 1st and March 31st of each year. Also, with our reinsurance treaty year typically effective on June 1st of each year, any variation in the cost of our
reinsurance, whether due to changes in reinsurance rates, coverage levels or changes in the total insured value of our policy base, will occur and be
reflected in our financial results beginning on June 1st of each year.
LIQUIDITY AND CAPITAL RESOURCES
Throughout our history, our liquidity requirements have been met through issuances of our common and preferred stock, debt offerings and funds
from operations. We expect our future liquidity requirements will be met by funds from operations, primarily the cash received by our insurance
subsidiaries from premiums written and investment income. We may consider raising additional capital through debt and/or equity offerings to support our
growth and future investment opportunities.
Our insurance subsidiaries require liquidity and adequate capital to meet ongoing obligations to policyholders and claimants and to fund
operating expenses. In addition, we attempt to maintain adequate levels of liquidity and surplus to manage any differences between the duration of our
liabilities and invested assets. In the insurance industry, cash collected for premiums from policies written is invested, interest and dividends are earned
thereon, and losses and loss adjustment expenses are paid out over a period of years. This period of time varies by the circumstances surrounding each
claim. Substantially all of our losses and loss adjustment expenses, excluding litigated claims, are fully settled and paid within approximately 100 days of
the claim receipt date. Additional cash outflow occurs through payments of underwriting costs such as commissions, taxes, payroll, and general overhead
expenses.
We believe that we maintain sufficient liquidity to pay claims and expenses, as well as to satisfy commitments in the event of unforeseen events
such as reinsurer insolvencies, inadequate premium rates, or reserve deficiencies. We maintain a comprehensive reinsurance program at levels management
considers adequate to diversify risk and safeguard our financial position.
In the future, we anticipate our primary use of funds will be to pay claims, reinsurance premiums, interest, and dividends and to fund operating
expenses and real estate acquisitions.
Revolving Credit Facility, Convertible Senior Notes, Promissory Notes, and Finance Leases
The following table summarizes the principal and interest payment obligations for our indebtedness at December 31, 2022:
4.75% Convertible Senior Notes*
4.25% Convertible Senior Notes***
3.75% Callable Promissory Note
3.90% Promissory Note
4.55% Promissory Note
Finance leases
Revolving credit facility
Maturity Date
June 2042
March 2037
Through September 2036
Through April 2032
Through August 2036
Through October 2024
Through December 2023
29
Payment Due Date
June 1 and December 1**
March 1 and September 1
1st day of each month
1st day of each month
1st day of each month
Various
January 1, April 1, July 1, October 1
*
**
***
At the option of the noteholders, we may be required to repurchase for cash all or any portion of the notes on June 1, 2027, June 1, 2032 or June 1,
2037.
The cash interest is payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2022.
At the option of the noteholders, we may be required to repurchase for cash all or any portion of the notes on March 1, 2027 or March 1, 2032.
See Note 12 -- “Long-Term Debt” to our consolidated financial statements under Item 8 of this Annual Report on Form 10-K.
Limited Partnership Investments
Our limited partnership investments consist of six private equity funds managed by their general partners. Two of these funds have unexpired
capital commitments which are callable at the discretion of the fund’s general partner for funding new investments or expenses of the fund. Under certain
circumstances, we may be required to provide additional capital for the four remaining funds with expired capital commitments. At December 31, 2022,
there was an aggregate unfunded capital balance of $5,661,000. See Limited Partnership Investments under Note 4 -- “Investments” to our consolidated
financial statements under Item 8 of this Annual Report on Form 10-K.
Real Estate Investment
Real estate has long been a significant component of our overall investment portfolio. It diversifies our portfolio and helps offset the volatility of
other higher-risk assets. Thus, we may consider expanding our real estate investment portfolio should an opportunity arise.
We had a 90% equity interest in FMKT Mel JV, LLC, a Florida limited liability company for which we were not the primary beneficiary. In June
2022, FMKT Mel JV sold its last outparcel and recognized a net gain of $572,000. FMKT Mel JV distributed its earnings in July 2022 and the subsidiary
was liquidated in December 2022.
Sources and Uses of Cash
Our cash flows from operating, investing and financing activities for the years ended December 31, 2022, 2021 and 2020 are summarized below.
Cash Flows for the Year Ended December 31, 2022
Net cash used in operating activities for the year ended December 31, 2022 was approximately $12,000, which consisted primarily of cash
disbursed for operating expenses, losses and loss adjustment expenses and interest payments less cash received from net premiums written and reinsurance
recoveries of approximately $200,551,000. Net cash used in investing activities of $434,537,000 was primarily due to the purchases of fixed-maturity and
equity securities of $637,730,000, the purchases of property and equipment of $6,341,000, and the purchase of intangible assets from United of $3,800,000,
offset by the proceeds from calls, repayments and maturities of fixed-maturity securities of $151,415,000, the proceeds from sales of fixed-maturity and
equity securities of $43,321,000, $14,500,000 of compensation received for the property relinquished through eminent domain, and distributions received
from limited partnership investments of $5,360,000. Net cash provided by financing activities totaled $41,067,000, which was primarily due to the
proceeds from issuance of 4.75% Convertible Senior Notes of $172,500,000, offset by $88,312,000 of share repurchases, $15,157,000 of net cash dividend
payments, net repayment of our revolving credit facility of $15,000,000, debt issuance costs paid of $6,041,000, cash dividends paid to redeemable
noncontrolling interest of $5,508,000, and repayments of long-term debt of $1,009,000.
Cash Flows for the Year Ended December 31, 2021
Net cash provided by operating activities for the year ended December 31, 2021 was approximately $96,503,000, which consisted primarily of
cash received from net premiums written and reinsurance recoveries of approximately $48,921,000 less cash disbursed for operating expenses, losses and
loss adjustment expenses and interest payments. Net cash provided by investing activities of $36,852,000 was primarily due to the proceeds from sales of
fixed-maturity and equity securities of $135,365,000, the proceeds from calls, repayments and maturities of fixed-maturity securities of $23,430,000, and
the distributions of $4,657,000 received from limited partnership investments, offset by the purchases of fixed-maturity and equity securities of
$121,104,000, additional investments in limited partnership interests of $3,756,000, and the purchases of property and equipment of $3,318,000. Net cash
provided by financing activities totaled $64,301,000, which was primarily due to net proceeds of $93,738,000 from Centerbridge for investment in TTIG,
offset by $13,759,000 of net cash dividend payments, net repayment of our revolving credit facility of $8,750,000, cash dividends paid to redeemable
noncontrolling interest of $2,542,000, $1,895,000 of debt conversion expense paid and $1,314,000 used in share repurchases.
30
Cash Flows for the Year Ended December 31, 2020
Net cash provided by operating activities for the year ended December 31, 2020 was approximately $77,311,000, which consisted primarily of
cash received from net premiums written and reinsurance recoveries of approximately $56,860,000 less cash disbursed for operating expenses, losses and
loss adjustment expenses and interest payments. Net cash provided by investing activities of $143,215,000 was primarily due to the proceeds from sales of
fixed-maturity and equity securities of $128,745,000, the proceeds from calls, repayments and maturities of fixed-maturity securities of $84,459,000,
$44,000,000 of compensation received for the property relinquished through eminent domain, and the distributions of $2,086,000 received from limited
partnership investments, offset by the purchases of fixed-maturity and equity securities of $103,174,000, the purchases of property and equipment of
$6,437,000, additional investments in limited partnership interests of $4,241,000, and the purchases of real estate investments of $3,020,000. Net cash used
in financing activities totaled $16,705,000, which was primarily due to the repayment of long-term debt of $17,048,000, $6,708,000 used in our share
repurchases, $4,459,000 used to repurchase a portion of our 4.25% Convertible Senior Notes, and $12,388,000 of net cash dividend payments, offset by
$14,000,000 of net borrowings from our revolving credit facility and the proceeds from issuance of a 3.90% promissory note of $10,000,000.
Investments
The main objective of our investment policy is to maximize our after-tax investment income with a reasonable level of risk given the current
financial market. Our excess cash is invested primarily in money market accounts, certificates of deposit, and fixed-maturity and equity securities.
At December 31, 2022, we had $518,484,000 of fixed-maturity and equity investments, which are carried at fair value. Changes in the general
interest rate environment affect the returns available on new fixed-maturity investments. While a rising interest rate environment enhances the returns
available on new investments, it reduces the market value of existing fixed-maturity investments and thus the availability of gains on disposition. A decline
in interest rates reduces the returns available on new fixed-maturity investments but increases the market value of existing fixed-maturity investments,
creating the opportunity for realized investment gains on disposition.
In the future, we may alter our investment policy with regard to investments in federal, state and municipal obligations, preferred and common
equity securities and real estate mortgages, as permitted by applicable law, including insurance regulations.
OFF-BALANCE SHEET ARRANGEMENTS
As of December 31, 2022, we had unexpired capital commitments for limited partnerships in which we hold interests. Such commitments are not
recognized in the consolidated financial statements but are required to be disclosed in the notes to the consolidated financial statements. See Note 23 --
“Commitments and Contingencies” to our consolidated financial statements under Item 8 of this Annual Report on Form 10-K.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We have prepared our consolidated financial statements in accordance with accounting principles generally accepted in the United States of
America (“U.S. GAAP”). The preparation of these consolidated financial statements requires us to make estimates and judgments to develop amounts
reflected and disclosed in our consolidated financial statements. Material estimates that are particularly susceptible to significant change in the near term
are related to our losses and loss adjustment expenses, which include amounts estimated for claims incurred but not yet reported. We base our estimates on
various assumptions and actuarial data we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates.
We believe our accounting policies specific to losses and loss adjustment expenses, reinsurance recoverable, reinsurance with retrospective
provisions, deferred income taxes, stock-based compensation expense, limited partnership investments, acquired intangible assets, warrants, and
redeemable noncontrolling interest involve our most significant judgments and estimates material to our consolidated financial statements.
Reserves for Losses and Loss Adjustment Expenses. We establish reserves for the estimated total unpaid costs of losses including loss
adjustment expenses (LAE). Loss and LAE reserves reflect management’s best estimate of the total cost of (i) claims that have been incurred, but not yet
paid in full, and (ii) claims that have been incurred but not yet reported to us (“IBNR”). Reserves established by us represent an estimate of the outcome of
future events and, as such, cannot be considered an exact calculation of our liability. Rather, loss and LAE reserves represent management’s best estimate
of our company’s liability based on the application of actuarial techniques and other projection methodologies and taking into consideration other facts and
circumstances known at the balance sheet date. The process of establishing loss and LAE reserves is complex and inherently imprecise, as it involves the
estimation of the outcome of future uncertain events. The impact of both internal and external variables on ultimate losses and LAE costs is difficult to
estimate. In determining loss and LAE reserves, we give careful consideration to all available data and actuarial analyses.
31
Currently, our estimated ultimate liability is calculated using the principles and procedures described in Note 14 -- “Losses and Loss Adjustment
Expenses” to our consolidated financial statements under Item 8 of this Annual Report on Form 10-K, which are applied to the lines of business written.
However, because the establishment of loss and LAE reserves is an inherently uncertain process, we cannot be certain that ultimate losses will not exceed
the established loss and LAE reserves and have a material, adverse effect on our results of operations and financial condition. Changes in estimates, or
differences between estimates and amounts ultimately paid, are reflected in the operating results of the period during which such adjustments are made.
Our reported results, financial position and liquidity would be affected by likely changes in key assumptions that determine our net loss reserves.
Management does not believe that any reasonably likely changes in the frequency of claims would affect our loss and LAE reserves. However,
management believes that a reasonably likely increase or decrease in the severity of claims could impact our net loss and LAE reserves. The table below
summarizes the effect on net loss and LAE reserves and equity in the event of reasonably likely changes in the severity of claims considered in establishing
loss and LAE reserves. The range of reasonably likely changes in the severity of our claims was established based on a review of changes in loss year
development and applied to loss and LAE reserves as a whole. The selected range of changes does not indicate what could be the potential best or worst
case or likely scenarios:
Year Ended December 31, 2022
Change in Reserves
-20.0%
-15.0%
-10.0%
-5.0%
Base
5.0%
10.0%
15.0%
20.0%
Percentage
Change in
Equity,
Net of Tax
107.13 %
80.35 %
53.57 %
26.78 %
—
(26.78 )%
(53.57 )%
(80.35 )%
(107.13 )%
Reserves
691,012
734,200
777,389
820,577
863,765
906,953
950,142
993,330
1,036,518
Reinsurance Recoverable. Our reinsurance recoverable balance represents an estimate of the amount of paid and unpaid losses and loss
adjustment expenses that is recoverable from reinsurers. This estimate is determined in a manner consistent with the terms of the applicable reinsurance
contracts and based on the ultimate losses and loss adjustment expenses we expect to incur. Given the uncertainty of the ultimate amounts of losses and loss
adjustment expenses, the estimate may vary significantly from the eventual outcome.
Economic Impact of Reinsurance Contracts with Retrospective Provisions. From time to time, our reinsurance contracts may include
retrospective provisions that adjust premiums in the event losses are minimal or zero. As described earlier, there is considerable uncertainty regarding the
estimation of future losses. In accordance with U.S. GAAP, we will recognize an asset in the period in which the absence of loss experience obligates the
reinsurer to pay cash or other consideration under the contract. In the event that a loss arises, we will derecognize such asset in the period in which a loss
arises. Such adjustments to the asset, which accrue throughout the contract term, will negatively impact our operating results when a catastrophic loss event
occurs during the contract term.
Due to Hurricane Ian, the balance of previously accrued benefits under one multi-year reinsurance contract with retrospective provisions was
decreased by $12,600,000 in September 2022. For the year ended December 31, 2022, we accrued benefits of $18,710,000. For the year ended December
31, 2021, we accrued benefits of $10,864,000. For the year ended December 31, 2020, we accrued benefits of $15,120,000. In combination, for the years
ended December 31, 2022 and 2021, we recognized decreases in premiums ceded of $18,710,000 and $10,864,000, respectively.
As of December 31, 2022, we had $16,317,000 of accrued benefits, the amount that would be charged to earnings in the event we experience a
catastrophic loss that exceeds the coverage limit provided under such agreement. In October 2022, we received a $5,457,000 premium refund in connection
with the previous two multi-year reinsurance contracts which were commuted in May 2022. As of December 31, 2021, we had $3,064,000 of accrued
benefits, the amount that would be charged to earnings in the event we experience a catastrophic loss that exceeds the coverage limit provided under such
agreements. In June 2021, we received an $18,720,000 premium refund under the retrospective reinsurance contract that ended May 31, 2021. We believe
the credit risk associated with the collectability of these accrued benefits is minimal based on available information about the reinsurer’s financial position
and the reinsurer’s demonstrated ability to comply with contract terms.
Income Taxes. We account for income taxes in accordance with U.S. GAAP, resulting in two components of income tax expense (benefit):
current and deferred. Current income tax expense (benefit) reflects taxes to be paid or refunded for the current period
32
by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. We determine deferred income taxes using
the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the
book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred tax assets,
representing future reductions in taxable income, are recorded with the assumption that taxable income will be present in the future. Given the uncertainty
regarding future taxable income, valuation allowances are provided against deferred tax assets that are not likely to be realized, if any. We concluded that
the negative evidence outweighed the positive evidence and therefore a valuation allowance on our deferred tax assets is established as of December 31,
2022. We have elected to classify the related interest and penalties, if any, as income tax expense as permitted by current accounting standards.
Stock-Based Compensation. We account for stock-based compensation awards under our stockholder-approved incentive plans in accordance
with the fair value recognition provisions of U.S. GAAP, which require the measurement, and recognition of compensation for all stock-based awards made
to employees, non-employee directors, and third-party award recipients including stock options, restricted stock and warrant issuances based on estimated
fair values. For restricted stock with service-based vesting conditions, fair value is determined by the market price of the stock on the grant date.
Compensation expense is then recognized ratably over the requisite or derived service period of the award. Restricted stock awards with market-based
vesting conditions require the use of a Monte Carlo simulation model with the assistance of a third-party valuation specialist to estimate the fair value and
derived service period of the award. We then recognize the compensation expense ratably over this derived service period. Determining the appropriate fair
value model and calculating the fair value of stock-based awards at the grant date requires considerable judgment, including estimating stock price
volatility and derived service periods. We develop our estimates based on historical data and market information. We primarily use the Black-Scholes
option-pricing model, which requires the following variables for input to calculate the fair value of each stock award on the option grant date: 1) expected
volatility of our stock price, 2) the risk-free interest rate, 3) expected term of each award, 4) expected dividends, and 5) an expected forfeiture rate. For
stock-based awards granted by non-public subsidiaries, we determine the fair value with the assistance of an independent valuation specialist who may use
different valuation methods such as a Monte Carlo simulation model and a binomial distribution model. Inputs such as an estimated stock price of our
private subsidiary and expected price volatility used in these valuation methods are derived mathematically from a data analysis of many public peer
companies with similar characteristics.
Limited Partnership Investments. The valuation of our limited partnership investments is prepared by the general partner of each fund. We use
net asset value (“NAV”) provided by the general partner to estimate our share of the fair value of these investments. However, the timing of the delivery of
the fund’s financial statements and NAV information is on a three-month lag which results in a three-month delay in the recognition of our share of the
limited partnership’s earnings or losses. But because this is the best information available, we use it as an estimate for the fair value at our reporting dates,
unless conditions have changed significantly in the economy or securities markets since the previous quarter due to an event such as the onset of COVID-
19 or changes in the government’s fiscal or monetary policies. In such a case, we will adjust our estimate with the assistance from the general partner.
Acquired Intangible Assets. Acquired intangible assets represent the fair value of consideration we paid and are estimated to pay in exchange for
the renewal rights and non-compete intangible assets acquired from the seller. In the renewal rights transactions, we purchased the right, but not the
obligation, to offer homeowners insurance coverage to all policyholders of the seller in certain states on the agreed-upon policy replacement date. The
renewal rights agreements also contain a non-compete clause whereby the seller agrees not to offer homeowners insurance policies in these states through a
specified date. We record intangible assets based on the fair value of the consideration we paid and are estimated to pay to the seller as provided in the
renewal rights agreements with the seller. We engaged a third-party valuation specialist to assist with the allocation of the renewal rights and non-compete
intangible assets acquired. Uncertainty is inherent in the estimates of future payments and in the assumptions made in allocating value to separate
intangible assets. Intangible assets are amortized over their estimated useful lives. Intangible assets are evaluated to ensure that there is no impairment to
carrying value and no change required in the amortization period. During the fourth quarter of 2022, all available information pertaining to the policies in-
force associated with the renewal rights intangible assets was reviewed, and additionally, we engaged an independent valuation specialist to assess for
possible impairment of the renewal rights intangible assets. Based on the review and the assessment, we recognized an impairment loss of $2,284,000
related to the renewal right intangible assets and, simultaneously, recorded a decrease in the contingent liabilities associated with the renewal rights
resulting in a remeasurement gain of $3,117,000.
33
Warrants and Redeemable Noncontrolling Interest. In the capital investment transaction completed by TTIG in 2021 with a fund associated
with Centerbridge Partners, L.P., TTIG issued 10,000,000 total shares of Series A Preferred Stock and HCI issued warrants to purchase 750,000 shares of
HCI common stock, in exchange for proceeds of $100,000,000. Both the fair value and expected term of the warrants were estimated with assistance from a
third-party valuation specialist using a Monte Carlo simulation model. Total proceeds from the capital investment transaction were allocated using the
residual fair value method, first to the warrants issued based on their estimated fair value, with the residual proceeds being allocated to the fair value of
Series A Preferred Stock. See Note 19 -- “Redeemable Noncontrolling Interest” to our consolidated financial statements under Item 8 of this Annual Report
on Form 10-K for additional information.
ITEM 7A – Quantitative and Qualitative Disclosures About Market Risk
Our investment portfolio at December 31, 2022 included fixed-maturity and equity securities, the purposes of which are not for speculation. Our
main objective is to maximize after-tax investment income and maintain sufficient liquidity to meet our obligations while minimizing market risk, which is
the potential economic loss from adverse fluctuations in securities prices. We consider many factors including credit ratings, investment concentrations,
regulatory requirements, anticipated fluctuation of interest rates, durations and market conditions in developing investment strategies. Our investment
securities are managed primarily by outside investment advisors and are overseen by the investment committee appointed by our Board of Directors. From
time to time, our investment committee may decide to invest in low risk assets such as U.S. government bonds.
Our investment portfolio is exposed to interest rate risk, credit risk and equity price risk. Fiscal and economic uncertainties caused by any
government action or inaction may exacerbate these risks and potentially have adverse impacts on the value of our investment portfolio.
We classify our fixed-maturity securities as available-for-sale and report any unrealized gains or losses, net of deferred income taxes, as a
component of other comprehensive income within our stockholders’ equity. As such, any material temporary changes in their fair value can adversely
impact the carrying value of our stockholders’ equity. In addition, we recognize any unrealized gains and losses related to our equity securities in our
statement of income. As a result, our results of operations can be materially affected by the volatility in the equity market.
Interest Rate Risk
Our fixed-maturity securities are sensitive to potential losses resulting from unfavorable changes in interest rates. We manage the risk by
analyzing anticipated movement in interest rates and considering our future capital needs.
The following table illustrates the impact of hypothetical changes in interest rates to the fair value of our fixed-maturity securities at December
31, 2022 (amounts in thousands):
Hypothetical Change in Interest Rates
300 basis point increase
200 basis point increase
100 basis point increase
100 basis point decrease
200 basis point decrease
300 basis point decrease
Credit Risk
Estimated
Fair Value
Change in
Estimated
Fair Value
$
467,711 $
473,107
478,504
489,298
494,694
500,091
(16,190 )
(10,794 )
(5,397 )
5,397
10,793
16,190
Percentage
Increase
(Decrease)
in Estimated
Fair Value
-3.35 %
-2.23 %
-1.12 %
1.12 %
2.23 %
3.35 %
Credit risk can expose us to potential losses arising principally from adverse changes in the financial condition of the issuers of our fixed-
maturity securities. We mitigate the risk by investing in fixed-maturity securities that are generally investment grade, by diversifying our investment
portfolio to avoid concentrations in any single issuer or business sector, and by continually monitoring each individual security for declines in credit
quality. While we emphasize credit quality in our investment selection process, significant downturns in the markets or general economy may impact the
credit quality of our portfolio.
34
The following table presents the composition of our fixed-maturity securities, by rating, at December 31, 2022 (amounts in thousands):
Comparable Rating
AAA
AA+, AA, AA-
A+, A, A-
BBB+, BBB, BBB-
BB+, BB, BB-
CCC+, CC and Not rated
Total
Equity Price Risk
Cost or
Amortized
Cost
% of Total
Amortized
Cost
Estimated
Fair Value
$
$
220,544
246,156
13,931
11,285
1,993
288
494,197
45 $
50
3
2
—
—
100 $
220,574
236,970
13,376
10,888
1,814
279
483,901
% of Total
Estimated
Fair Value
46
49
3
2
—
—
100
Our equity investment portfolio at December 31, 2022 included common stocks, perpetual preferred stocks, mutual funds and exchange-traded
funds. We may incur potential losses due to adverse changes in equity security prices. We manage the risk primarily through industry and issuer
diversification and asset mix.
The following table illustrates the composition of our equity securities at December 31, 2022 (amounts in thousands):
Stocks by sector:
Consumer
Financial
Technology
Other (1)
Mutual funds and exchange-traded funds by type:
Debt
Equity
Alternative
Total
Estimated
Fair Value
% of Total
Estimated
Fair Value
$
$
6,655
4,795
1,766
2,397
15,613
16,089
2,557
324
18,970
34,583
19
14
5
7
45
47
7
1
55
100
(1) Represents an aggregate of less than 5% sectors.
Foreign Currency Exchange Risk
At December 31, 2022, we did not have any material exposure to foreign currency related risk.
35
ITEM 8 – Financial Statements and Supplementary Data
Index to Financial Statements
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2022 and 2021
Consolidated Statements of Income for the Years Ended December 31, 2022, 2021 and 2020
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020
Consolidated Statements of Equity for the Years Ended December 31, 2022 and 2021
Consolidated Statement of Stockholders’ Equity for the Year Ended December 31, 2020
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020
Notes to Consolidated Financial Statements for the Years Ended December 31, 2022, 2021 and 2020
36
Page
37-39
40-41
42
43
44-46
47
48-50
51-112
Report of Independent Registered Public Accounting Firm
To the Shareholders, Board of Directors, and Audit Committee
HCI Group, Inc. and Subsidiaries
Tampa, Florida
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of HCI Group, Inc. and Subsidiaries (the “Company”) as of December 31, 2022 and 2021,
the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December
31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years
in the three-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s
internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 10, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or
required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical
audit matters or on the accounts or disclosures to which they relate.
Reserves for Losses and Loss Adjustment Expenses
As described in Note 2 - Summary of Significant Accounting Policies and Note 14 - Losses and Loss Adjustment Expenses to the consolidated financial
statements, the Company’s reserves for losses and loss adjustment expenses (LAE) reported in the consolidated balance sheet were $863.8 million at
December 31, 2022. Reserves for losses and LAE reflect management’s best estimate regarding the Company’s ultimate losses, resulting in a liability for
claims that have been incurred, but not yet paid, and claims that have been incurred but not yet reported. The reserves are based on the application of
actuarial techniques and other projection methodologies, taking into consideration other facts and circumstances known at the balance sheet date. The
methods used by management in determining the reserves for losses and LAE are complex and subjective with various key inputs and assumptions.
Judgement is required to determine the inputs and assumptions used and these can significantly impact the reserves recognized. The most significant
judgments include the choice of the appropriate standard actuarial reserving methods, the selection of loss development factors that place reliance on actual
historical loss experience, current claim trends, and the prevailing social, economic and legal environments, and reserves derived specific to catastrophe
events.
37
The principal considerations for our determination of the reserves for losses and LAE as a critical audit matter are the complexity and subjectivity of the
judgments, estimates and assumptions that management utilized in determining their ultimate loss estimates. This required a high degree of effort and
judgment in selecting the auditor procedures to evaluate management’s estimates and assumptions as it relates to the reserves for losses and LAE, including
the use of an auditor’s specialist.
The primary procedures we performed to address this critical audit matter included:
• We obtained an understanding, evaluated the design and tested the operating effectiveness of controls related to management’s determination of
the reserves for losses and LAE, including controls over the actuarial methods and assumptions utilized to support the reserve calculations, and
controls over the completeness and accuracy of historical loss data utilized in the reserves calculations.
• We tested the completeness and accuracy of the historical loss data used in the development of the reserves.
• We performed analytical procedures over the Company’s recorded reserves in relation to the Company’s consulting actuary’s range of reserve
estimates.
• We engaged an actuary as an auditor’s specialist to independently assess the Company’s consulting actuary’s selection of actuarial methods and
assumptions and the resulting reserve ranges and point estimates.
Valuation of Limited Partnership Investments
As described in Note 2 - Summary of Significant Accounting Policies and Note 4 – Investments to the consolidated financial statements, the Company’s
limited partnership investments reported in the consolidated balance sheet were $25.7 million at December 31, 2022. 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. Due to a reporting 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. The methods used by management in determining if an adjustment
to the Company’s most recent share of net asset value is necessary are complex and subjective based on the judgement that is required to determine the key
inputs and assumptions which can significantly impact the adjustments recognized.
The principal considerations for our determination of the valuation of limited partnership investments as a critical audit matter are the subjectivity of the
inputs and assumptions that management utilized in determining the adjustment to the Company’s most recent share of net asset value. This required a high
degree of effort and judgment in selecting the auditor procedures to evaluate management’s estimates and assumptions as it relates to the valuation of
limited partnership investments, including the use of an auditor’s specialist.
The primary procedures we performed to address this critical audit matter included:
• We obtained an understanding, evaluated the design and tested the operating effectiveness of controls related to the valuation of limited
partnership investments, including controls over management’s estimate of the adjustment to the Company’s most recent share of net asset value
of the limited partnership investments.
• We tested the completeness and accuracy of the data utilized by management and evaluated the reasonableness of management’s assumptions
used to develop an estimate of fair value.
• We engaged a specialist to develop an independent estimate of fair value of the limited partnership investments and comparison of management’s
estimate to the independently developed estimate of fair value.
/s/ FORVIS, LLP (Formerly, Dixon Hughes Goodman LLP)
We have served as the Company’s auditor since 2013.
Tampa, Florida
March 10, 2023
38
Report of Independent Registered Public Accounting Firm on Internal Control
To the Shareholders, Board of Directors, and Audit Committee
HCI Group, Inc. and Subsidiaries
Tampa, Florida
Opinion on Internal Control Over Financial Reporting
We have audited HCI Group, Inc. and Subsidiaries (the “Company”)’s internal control over financial reporting as of December 31, 2022, based on criteria
established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022,
based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated
financial statements of the Company for each of the three years in the period ended December 31, 2022, and our report dated March 10, 2023, expressed an
unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
/s/ FORVIS, LLP (Formerly, Dixon Hughes Goodman LLP)
Tampa, Florida
March 10, 2023
39
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollar amounts in thousands)
Assets
Fixed-maturity securities, available for sale, at fair value (amortized cost: $494,197
and $41,953, respectively and allowance for credit losses: $0 and $0, respectively)
Equity securities, at fair value (cost: $36,272 and $46,276, respectively)
Limited partnership investments
Investment in unconsolidated joint venture, at equity
Real estate investments
Total investments
Cash and cash equivalents
Restricted cash
Accrued interest and dividends receivable
Income taxes receivable
Premiums receivable, net (allowance: $5,362 and $1,750, respectively)
Prepaid reinsurance premiums
Reinsurance recoverable, net of allowance for credit losses:
Paid losses and loss adjustment expenses (allowance: $0 and $0, respectively)
Unpaid losses and loss adjustment expenses (allowance: $454 and $90, respectively)
Deferred policy acquisition costs
Property and equipment, net
Right-of-use assets - operating leases
Intangible assets, net
Funds withheld for assumed business
Other assets
Total assets
40
December 31,
2022
2021
$
$
483,901 $
34,583
25,702
18
71,388
615,592
234,863
2,900
1,952
2,807
34,998
66,627
71,594
616,765
45,522
17,910
777
10,578
48,772
31,671
1,803,328 $
42,583
51,740
28,133
363
73,896
196,715
628,943
2,400
353
4,084
68,157
26,355
11,985
64,665
57,695
14,232
2,204
10,636
73,716
14,717
1,176,857
(continued)
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets – (Continued)
(Dollar amounts in thousands)
Liabilities and Equity
Losses and loss adjustment expenses
Unearned premiums
Advance premiums
Reinsurance payable on paid losses and loss adjustment expenses
Ceded reinsurance premiums payable
Accrued expenses
Reinsurance recovered in advance on unpaid losses
Deferred income taxes, net
Revolving credit facility
Long-term debt
Lease liabilities - operating leases
Other liabilities
Total liabilities
Commitments and contingencies (Note 23)
Redeemable noncontrolling interest (Note 19)
Equity:
Common stock (no par value, 40,000,000 shares authorized, 8,598,682 and
10,131,399 shares issued and outstanding in 2022 and 2021, respectively)
Additional paid-in capital
Retained income
Accumulated other comprehensive (loss) income, net of taxes
Total stockholders’ equity
Noncontrolling interests
Total equity
Total liabilities, redeemable noncontrolling interest and equity
December 31,
2022
2021
863,765 $
368,047
18,587
8,606
17,646
14,534
19,863
1,704
—
211,687
721
23,361
1,548,521
237,165
366,744
13,771
4,017
19,318
15,453
—
11,739
15,000
45,504
2,203
31,485
762,399
93,553
89,955
—
—
172,482
(9,886 )
162,596
(1,342 )
161,254
1,803,328 $
—
76,077
246,790
498
323,365
1,138
324,503
1,176,857
$
$
See accompanying Notes to Consolidated Financial Statements.
41
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Dollar amounts in thousands, except per share amounts)
Revenue
Gross premiums earned
Premiums ceded
Net premiums earned
Net investment income
Net realized investment (losses) gains
Net unrealized investment (losses) gains
Credit losses on investments
Policy fee income
Gain on involuntary conversion
Gain from remeasurement of contingent liabilities
Other
Total revenue
Expenses
Losses and loss adjustment expenses
Policy acquisition and other underwriting expenses
General and administrative personnel expenses
Interest expense
Impairment loss
Loss on repurchases of convertible senior notes
Loss on extinguishment of debt
Debt conversion expense
Other operating expenses
Total expenses
(Loss) income before income taxes
Income tax (benefit) expense
Net (loss) income
Net income attributable to redeemable noncontrolling
interest (Note 19)
Net loss attributable to noncontrolling interests
Net (loss) income after noncontrolling interests
Basic (loss) earnings per share
Diluted (loss) earnings per share
Years Ended December 31,
2021
2022
2020
$
724,716 $
(261,144 )
463,572
32,447
(1,187 )
(7,153 )
—
4,279
—
3,117
4,488
499,563
371,463
104,977
56,511
7,768
2,284
—
—
—
24,978
567,981
(68,418 )
(13,815 )
(54,603 )
577,044 $
(199,741 )
377,303
12,335
6,472
1,363
—
3,995
—
—
6,447
407,915
227,525
93,732
45,428
6,400
—
—
—
1,754
21,843
396,682
11,233
3,991
7,242
(9,106 )
5,198
(58,511 ) $
(7,399 )
2,013
1,856 $
(6.24 ) $
0.23 $
(6.24 ) $
0.21 $
$
$
$
415,918
(153,458 )
262,460
4,564
1,000
679
(611 )
3,522
36,969
—
1,854
310,437
160,036
53,859
33,829
11,734
—
150
98
—
13,803
273,509
36,928
9,348
27,580
—
—
27,580
3.55
3.49
See accompanying Notes to Consolidated Financial Statements.
42
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Amounts in thousands)
Net (loss) income
Other comprehensive loss:
Change in unrealized loss on investments:
Net unrealized (losses) gains arising during the period
Credit losses charged to income
Call and repayment gains charged to investment income
Reclassification adjustment for net realized losses (gains)
Net change in unrealized losses
Deferred income taxes on above change
Total other comprehensive loss, net of income taxes
Comprehensive (loss) income
Comprehensive loss attributable to noncontrolling interests
Comprehensive (loss) income after noncontrolling interests
Years Ended December 31,
2021
2022
2020
$
(54,603 ) $
7,242 $
27,580
(11,355 )
—
—
429
(10,926 )
154
(10,772 )
(65,375 )
5,586
(59,789 ) $
(692 )
—
(36 )
(687 )
(1,415 )
347
(1,068 )
6,174
2,035
8,209 $
86
611
(374 )
(1,163 )
(840 )
206
(634 )
26,946
—
26,946
$
See accompanying Notes to Consolidated Financial Statements.
43
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Equity
For the Year Ended December 31, 2022
(Dollar amounts in thousands, except per share amount)
Accumulated
Other
Comprehensi
ve
Income
(Loss),
Retained
Income
Net of Tax
Total
Stockholder
s’
Equity
Noncontrolli
ng
Interests
Total
Equity
76,077 $
—
246,790 $
(50,097 )
498 $
—
323,365 $
(50,097 )
1,138 $
(4,506 )
324,503
(54,603 )
Additional
Paid-In
Capital
$
—
(8,414 )
—
(8,414 )
(692 )
(9,106 )
—
—
—
—
—
—
(10,384 )
—
—
(10,384 )
—
—
(388 )
—
—
(10,772 )
—
—
Common Stock
Shares
10,131,399
—
Amount
$
—
—
—
—
7,000
(11,230 )
—
—
—
—
(1,137,336 )
—
(71,242 )
—
—
(71,242 )
—
(71,242 )
(391,151 )
—
(17,070 )
—
—
(17,070 )
—
(17,070 )
—
—
—
—
—
—
—
—
—
—
3,106
3,106
—
11,595
(15,157 )
—
—
—
(15,157 )
11,595
—
—
(15,157 )
11,595
—
8,598,682
$
—
—
$
640
— $
(640 )
172,482 $
—
(9,886 ) $
—
162,596 $
—
(1,342 ) $
—
161,254
See accompanying Notes to Consolidated Financial Statements.
44
Balance at December 31, 2021
Net loss
Net income attributable to
redeemable
noncontrolling interest
Total other comprehensive loss,
net of
income taxes
Issuance of restricted stock
Forfeiture of restricted stock
Repurchase and retirement of
common
stock
Repurchase and retirement of
common
stock under share repurchase
plan
Dilution from subsidiary stock-
based
compensation
Common stock dividends
($1.60 per share)
Stock-based compensation
Additional paid-in capital
shortfall
allocated to retained income
Balance at December 31, 2022
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Equity – (Continued)
For the Year Ended December 31, 2021
(Dollar amounts in thousands, except per share amount)
45
Balance at December 31, 2020
Net income (loss)
Net income attributable to
redeemable
noncontrolling interest
Cumulative effect of change in
accounting principle
Total other comprehensive loss,
net of
income taxes
Issuance of restricted stock
Forfeiture of restricted stock
Cancellation of restricted stock
Repurchase and retirement of
common
stock
Issuance of common stock
Common stock issued on
conversions
of 4.25% senior notes
Dilution from subsidiary stock-
based
compensation
Issuance of warrants, net of
issuance
costs (Note 19)
Common stock dividends
($1.60 per share)
Stock-based compensation
Additional paid-in capital
shortfall
adjustment allocated to retained
income
Balance at December 31, 2021
Accumulated
Other
Comprehensi
ve
Income,
Net of Tax
Retained
Income
Total
Stockholder
s’
Equity
Noncontrolli
ng
Interests
Total
Equity
— $
—
199,592 $
8,779
1,544
$
—
201,136
$
8,779
— $
(1,537 )
201,136
7,242
Additional
Paid-In
Capital
$
—
(6,923 )
—
(6,923 )
(476 )
(7,399 )
—
(3,018 )
—
(3,018 )
—
(3,018 )
—
—
—
—
(1,308 )
5,410
—
—
—
—
—
—
(1,046 )
—
—
—
(1,046 )
—
—
—
(22 )
—
—
—
(1,068 )
—
—
—
—
—
(1,308 )
5,410
—
—
(1,308 )
5,410
Common Stock
Shares
7,785,617
—
Amount
$
—
—
—
—
—
564,426
(55,665 )
(142,760 )
(17,193 )
100,000
—
—
—
—
—
—
—
—
1,896,974
—
114,928
—
—
114,928
—
114,928
—
—
—
—
—
—
—
—
—
—
—
—
3,173
3,173
8,640
—
—
8,640
—
8,640
—
10,526
(13,759 )
—
—
—
(13,759 )
10,526
—
—
(13,759 )
10,526
—
10,131,399
$
—
—
$
(62,119 )
76,077 $
62,119
246,790 $
—
$
498
—
$
323,365
—
1,138 $
—
324,503
See accompanying Notes to Consolidated Financial Statements.
46
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders’ Equity
For the Year Ended December 31, 2020
(Dollar amounts in thousands, except per share amount)
Balance at December 31, 2019
Net income
Total other comprehensive loss, net of income taxes
Cumulative effect on adoption of credit loss standard
Exercise of common stock options
Issuance of restricted stock
Forfeiture of restricted stock
Repurchase and retirement of common stock
Repurchase and retirement of common stock under
share repurchase plan
Common stock dividends ($1.60 per share)
Stock-based compensation
Additional paid-in capital shortfall allocated to
retained income
Balance at December 31, 2020
Additional
Paid-In
Capital
Retained
Income
Accumulated
Other
Comprehensive
Income,
Net of Tax
Total
Stockholders’
Equity
— $
—
—
—
—
—
—
—
—
—
—
—
— $
— $
—
—
—
63
—
—
(1,547 )
183,365 $
27,580
—
(453 )
—
—
—
—
(5,161 )
—
8,133
—
(12,388 )
—
(1,488 )
— $
1,488
199,592 $
2,178 $
—
(634 )
—
—
—
—
—
—
—
—
—
1,544 $
185,543
27,580
(634 )
(453 )
63
—
—
(1,547 )
(5,161 )
(12,388 )
8,133
—
201,136
Common Stock
Shares
7,764,564 $
Amount
—
—
—
10,000
192,680
(18,852 )
(33,633 )
(129,142 )
—
—
—
7,785,617 $
See accompanying Notes to Consolidated Financial Statements.
47
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Amounts in thousands)
Cash flows from operating activities:
Net (loss) income after noncontrolling interests
Net income attributable to noncontrolling interests
Net (loss) income
Adjustments to reconcile net (loss) income to net cash (used in) provided
by operating activities:
Stock-based compensation expense
Net (accretion of discount) amortization of premiums on investments
in fixed-maturity securities
Depreciation and amortization
Deferred income tax (benefit) expense
Net realized investment losses (gains)
Net unrealized investment losses (gains)
Credit loss expense - investments
Credit loss expense - reinsurance recoverable
Net (income) loss from unconsolidated joint venture
Distributions received from unconsolidated joint venture
Net (income) loss from limited partnership interests
Distributions received from limited partnership interests
Impairment loss
Loss on repurchases of convertible senior notes
Loss on extinguishment of debt
Debt conversion expense
Gain on involuntary conversion
Gain on sale of real estate investments
Gain from remeasurement of contingent liabilities
Foreign currency remeasurement loss
Other non-cash items
Changes in operating assets and liabilities:
Accrued interest and dividends receivable
Income taxes
Premiums receivable, net
Prepaid reinsurance premiums
Reinsurance recoverable
Deferred policy acquisition costs
Funds withheld for assumed business
Other assets
Losses and loss adjustment expenses
Unearned premiums
Advance premiums
Assumed reinsurance balances payable
Reinsurance payable on paid losses and loss adjustment expenses
Reinsurance recovered in advance on unpaid losses
Ceded reinsurance premiums payable
Accrued expenses and other liabilities
Net cash (used in) provided by operating activities
48
Years Ended December 31,
2021
2022
2020
$
(58,511 ) $
3,908
(54,603 )
1,856 $
5,386
7,242
27,580
—
27,580
15,107
13,754
8,133
(961 )
8,010
(9,881 )
1,187
7,153
—
364
(495 )
489
(3,963 )
3,001
2,284
—
—
—
(13,402 )
(376 )
(3,117 )
108
(47 )
(1,599 )
1,277
33,159
(40,272 )
(612,073 )
12,173
24,944
(15,581 )
626,600
1,303
4,816
—
4,589
19,863
(1,672 )
(8,397 )
(12 )
169
5,549
1,142
(6,472 )
(1,363 )
—
5
(417 )
114
(4,947 )
3,604
—
—
—
1,754
—
—
—
64
61
235
470
225
10,021
8,491
(13,837 )
(73,716 )
4,487
24,996
97,345
2,401
(87 )
4,017
—
9,554
1,642
96,503
(100 )
8,747
8,123
(1,000 )
(679 )
611
(368 )
57
—
1,595
1,215
—
150
98
—
(36,969 )
—
—
32
46
1,028
(3,514 )
(48,127 )
(18,393 )
47,447
(22,195 )
—
(4,578 )
(2,528 )
88,236
5,781
11
—
—
(3,431 )
20,303
77,311
(continued)
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows – (Continued)
(Amounts in thousands)
Years Ended December 31,
2021
2022
2020
Cash flows from investing activities:
Investments in limited partnership interests
Distributions received from limited partnership interests
Distributions received from unconsolidated joint venture
Purchase of property and equipment
Purchase of real estate investments
Purchase of intangible assets
Purchase of fixed-maturity securities
Purchase of equity securities
Purchase of short-term and other investments
Compensation received for property relinquished through eminent
domain
Proceeds from sales of real estate investments
Proceeds from sales of fixed-maturity securities
Proceeds from calls, repayments and maturities of fixed-maturity
securities
Proceeds from sales of equity securities
Proceeds from sales, redemptions and maturities of short-term and
other investments
Net cash (used in) provided by investing activities
Cash flows from financing activities:
Cash dividends paid
Cash dividends received under share repurchase forward contract
Net (repayment) borrowing under revolving credit facility
Proceeds from exercise of common stock options
Proceeds from issuance of redeemable noncontrolling interest and
warrants
Issuance costs - redeemable noncontrolling interest
Cash dividends paid to redeemable noncontrolling interest
Proceeds from issuance of long-term debt
Repayment of long-term debt
Repurchases of convertible senior notes
Repurchases of common stock
Repurchases of common stock under share repurchase plan
Purchase of noncontrolling interests
Debt conversion expense paid
Debt issuance costs
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash
Net (decrease) increase in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of year
Cash, cash equivalents, and restricted cash at end of year
(1,967 )
5,360
351
(6,341 )
(841 )
(3,800 )
(614,843 )
(22,887 )
(42 )
14,500
667
11,716
151,415
31,605
570
(434,537 )
(15,233 )
76
(15,000 )
—
—
—
(5,508 )
172,500
(1,009 )
—
(71,242 )
(17,070 )
(406 )
—
(6,041 )
41,067
(98 )
(393,580 )
631,343
237,763 $
(3,756 )
4,657
623
(3,318 )
(1,367 )
—
(18,303 )
(102,801 )
(1,307 )
—
—
23,055
23,430
112,310
3,629
36,852
(14,065 )
306
(8,750 )
—
100,000
(6,262 )
(2,542 )
—
(970 )
—
(1,314 )
—
(55 )
(1,895 )
(152 )
64,301
(54 )
197,602
433,741
631,343 $
(4,241 )
2,086
—
(6,437 )
(3,020 )
—
(34,951 )
(68,223 )
(200 )
44,000
—
81,433
84,459
47,312
997
143,215
(12,694 )
306
14,000
63
—
—
—
10,000
(17,048 )
(4,459 )
(1,547 )
(5,161 )
—
—
(165 )
(16,705 )
2
203,823
229,918
433,741
(continued)
$
49
HCI GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows – (Continued)
(Amounts in thousands)
Supplemental disclosure of cash flow information:
Cash paid for income taxes
Cash paid for interest
Non-cash investing and financing activities:
Unrealized loss on investments in available-for-sale securities,
net of tax
Receivable from sales of equity securities
Payable on purchases of equity securities
Common stock issued on conversions of 4.25% senior notes
Warrants issued in Centerbridge transaction
Asset acquired under finance lease
Acquisition of intangibles:
Common stock issued
Contingent consideration payable
Years Ended December 31,
2021
2022
2020
$
$
$
$
$
$
$
$
$
$
146 $
6,155 $
2,379 $
7,110 $
(10,772 ) $
— $
— $
— $
— $
— $
— $
1,069 $
(1,068 ) $
— $
— $
114,928 $
9,217 $
6 $
5,410 $
2,419 $
6,202
7,476
(634 )
5,240
7
—
—
—
—
—
See accompanying Notes to Consolidated Financial Statements.
50
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(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”). Both HCPCI and TypTap are authorized to underwrite various homeowners’ property and casualty insurance products and allied
lines business in the state of Florida and in other states. The operations of both insurance subsidiaries are supported by HCI Group, Inc. and certain HCI
subsidiaries. The Company emphasizes the use of internally developed 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.
Assumed Business
Northeast Region
Effective December 31, 2020, the Company began providing 69.5% quota share reinsurance on all in-force, new and renewal policies issued by
United Property & Casualty Insurance Company, an insurance subsidiary of United Insurance Holdings Corporation (“United”), in the states of
Connecticut, New Jersey, Massachusetts, and Rhode Island (collectively “Northeast Region”) through May 31, 2021. The Company also entered into a
renewal rights agreement with United in connection with the Northeast Region assumed business, under which, the Company has the right to renew and/or
replace United’s insurance policies at the end of their respective policy periods. The policy replacement date was set for June 1, 2021 or such other date as
mutually agreed by both parties. In return, United received 100,000 shares of HCI’s common stock and will receive a renewal rights ceding commission of
6% on any replacement premium in excess of $80,000. The aggregate ceding commission amount will not exceed $3,100.
Effective June 1, 2021, the Company, through HCPCI and TypTap, began providing 100% quota share reinsurance on all of United’s in-force,
new and renewal policies in the Northeast Region through May 31, 2022. Under this agreement, each insurance subsidiary assumed 50% of the business
and paid United a ceding commission of 24% of premium. Through its insurance subsidiaries, the Company began renewing and/or replacing United
policies in two states in December 2021, a third state in January 2022, and the fourth state in April 2022. See Note 9 -- “Intangible Assets, Net” for
additional information.
Southeast Region
In February 2022, HCPCI entered into another reinsurance agreement with United where HCPCI provides 85% quota share reinsurance on all of
United’s personal lines insurance business in the states of Georgia, North Carolina, and South Carolina (collectively “Southeast Region”) from December
31, 2021 through May 31, 2022. Under this agreement, HCPCI paid United a catastrophe allowance of 9% of premium and a provisional ceding
commission of 25% of premium.
The Company also entered into a renewal rights agreement with United in connection with the Southeast Region assumed business. Under the
renewal rights agreement, the Company has the right to renew and/or replace United’s insurance policies at the end of their respective policy periods. The
policy replacement date was set for June 1, 2022 or such other date as mutually agreed by both parties. As part of the transaction, United will receive a
renewal rights ceding commission of 6%, with a portion of the ceding commission paid up-front, and the aggregate ceding commission amount will not
exceed $6,000. See Note 9 -- “Intangible Assets, Net” for additional information.
The Company, through TypTap, entered into a new quota share reinsurance agreement in June 2022 to provide 100% reinsurance on all of
United’s in-force, new and renewal policies in the Southeast Region from June 1, 2022 through May 31, 2023. In exchange, TypTap pays United a ceding
commission of 16% of premium. The Company began renewing United’s policies in South Carolina on June 1, 2022. On October 1, 2022, the Company
began renewing and/or replacing United’s policies in Georgia. On December 1, 2022, the Company began renewing United’s policies in North Carolina.
Implications of Florida Senate Bill 2-A
In December 2022, the Florida legislature passed Senate Bill 2-A (“SB 2-A”). The primary purpose of SB 2-A is to address the affordability and
availability of residential property insurance in Florida. The bill also requires insurers to communicate, investigate, and pay valid claims more promptly.
Key provisions in SB 2-A are-
51
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
•
•
•
•
•
The establishment of a new program called the Florida Optional Reinsurance Assistance Program. The program is intended to make
available additional reinsurance coverage to residential property insurers against catastrophic losses at reasonable rates.
The repeal of Florida’s one-way attorney’s fee provision, which entitled an insured to reasonable attorney’s fees in any lawsuit in which
any amount of recovery was awarded.
The requirement of an expedited claims process. Reduced time limits for insurers to respond to policyholders throughout the claims
resolution process will be mandated.
The prohibition of an Assignment of Benefits (“AOB”) contract from being applied to residential property insurance policies. This
provision is intended to prevent AOBs from being used as a tool for fraud and abuse and will help enforce the law passed in May 2022
prohibiting contractor solicitation of roof claims without proper disclosure to a consumer.
The reduction in the required time limit for filing a claim. The time limit for providing a notice of loss to an insurer is reduced from two
years to one year for initial or reopened claims and from three years to 18 months for supplemental claims.
Note 2 -- Summary of Significant Accounting Policies
Basis of Presentation. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted
in the United States of America (“U.S. GAAP”).
Principles of Consolidation. The accompanying consolidated financial statements include the accounts of HCI Group, Inc. and its majority-
owned and controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In addition, the Company
evaluates its relationships or investments for consolidation pursuant to authoritative accounting guidance related to the consolidation of variable interest
entities under the Variable Interest Model prescribed by the FASB. A variable interest entity is consolidated when the Company has the power to direct
activities that most significantly impact the economic performance of the variable interest entity and has the obligation to absorb losses or the right to
receive benefits from the variable interest entity that could potentially be significant to the variable interest entity. When a variable interest entity is not
consolidated, the Company uses the equity method to account for the investment. Under this method, the carrying value is generally the Company’s share
of the net asset value of the unconsolidated entity, and changes in the Company’s share of the net asset value are recorded in net investment income.
Use of Estimates. The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ materially
from these estimates. Material estimates that are particularly susceptible to significant change in the near term are primarily related to losses and loss
adjustment expenses, reinsurance with retrospective provisions, reinsurance recoverable, deferred income taxes, limited partnership investments, intangible
assets acquired from United, allowance for credit losses, and stock-based compensation expense.
Cash and Cash Equivalents. The Company considers all short-term highly liquid investments with original maturities of less than three months
to be cash and cash equivalents. At December 31, 2022 and 2021, cash and cash equivalents consisted of cash on deposit with financial institutions and
securities brokerage firms, and certificates of deposit.
Restricted Cash. Restricted cash represents funds in the Company’s sole ownership held by certain states in which the Company’s insurance
subsidiaries conduct business to meet regulatory requirements and not available for immediate business use. Funds withheld in an account for which the
Company is a co-owner but not the named beneficiary are not considered restricted cash and are included in funds withheld for assumed business on the
consolidated balance sheets.
52
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Available-for-Sale Fixed-Maturity Securities. Fixed-maturity securities that are available for sale include debt securities and redeemable
preferred stock. The Company’s available-for-sale securities are carried at fair value. Changes in the fair value of available-for-sale securities representing
unrealized gains or losses, other than impairments, are excluded from net investment income and reported in stockholders’ equity as a component of
accumulated other comprehensive income (loss), net of deferred income taxes. Realized investment gains and losses from sales are recorded on the trade
date and are determined using the first-in first-out (“FIFO”) method. Investment income is recognized as earned and discounts or premiums arising from
the purchase of debt securities are recognized in investment income using the interest method over the estimated remaining term of the security. Gains and
losses from call redemptions and repayments are charged to investment income.
The Company reviews fixed-maturity securities for impairment on a monthly basis. Effective January 1, 2020, net unrealized loss in the fair
value of an available-for-sale fixed-maturity security is evaluated for impairment. When reviewing impaired securities, the Company considers its ability
and intent to hold these securities and whether it is probable that the Company will be required to sell these securities prior to their anticipated recovery or
maturity. For the fixed-maturity securities that the Company intends to sell or it is probable that the Company will have to sell before recovery or maturity,
the unrealized losses are recognized as impairment losses in income.
Impaired securities where the Company has the ability and intent to hold until recovery and believes it is not probable that the Company will be
required to sell these securities prior to their anticipated recovery or maturity, are evaluated for the existence of credit-related losses. When determining
impairment due to a credit-related loss, the Company carefully considers factors such as the issuer’s financial ratios and condition, the security’s current
ratings and maturity date, the failure of the issuer to make a scheduled payment, and overall market conditions in estimating the cash flows expected to be
collected. The expected cash flows discounted at the effective interest rate of the security implicit at the date of acquisition are then compared with the
security’s amortized cost at the measurement date. A credit loss is incurred when the present value of the expected cash flows is less than the security’s
amortized cost. If such credit-related losses exist, an allowance for credit losses is established with a charge in the statement of income. Subsequent
changes in the allowance, whether favorable or unfavorable, are recorded on the statement of income. See additional information in the Allowance for
Credit Losses section within this note. Any remaining impairment loss related to other non-credit factors such as changes in interest rates or market
conditions is reflected as a component of accumulated other comprehensive income (loss).
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 elected 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. 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.
53
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
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.
For paid reinsurance recoverable which is due within 90 days after billing, the Company will rely heavily on each reinsurer’s credit rating, recent
financial condition, and historical collection problems, if any, in determining the expected credit loss. For risk attributable to disagreements between an
insurer and reinsurer regarding a difference in interpretation of provisions in a reinsurance agreement (“dispute risk”), the Company will continue to use an
incurred loss method to estimate losses. At December 31, 2022, there was no dispute risk associated with the reinsurance recoverable balance.
Equity Securities. Equity securities represent ownership interests held by the Company in entities for investment purposes. Unrealized holding
gains and losses related to equity securities are reported in the consolidated statements of income as net unrealized investment gains and losses. Realized
investment gains and losses from sales are recorded on the trade date and are determined using the FIFO method (see Equity Securities in Note 4 --
“Investments”).
Limited Partnership Investments. The Company has interests in limited partnerships that are not registered under the United States 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 agreements. 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 partnerships’ 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.
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 statements of income. As a result, the carrying value of limited partnership
investments at each reporting date approximates their estimated fair value.
Investment in Unconsolidated Joint Venture. The Company had a 90% equity interest in a limited liability company (treated as a joint venture
under U.S. GAAP) that owned land for lease or for sale. The joint venture was determined to be a variable interest entity as it lacked sufficient equity to
finance its activities without additional subordinated financial support. Despite having a majority equity interest, the Company did not have the power to
direct the activities that most significantly impact the economic performance of the joint venture and, accordingly, was not required to consolidate the joint
venture as its primary beneficiary. As a result, the Company used the equity method to account for this investment.
When evidence indicates an impairment may occur, the Company evaluates whether a decline in value is other than temporary. Evidence may
include continuing operating losses of the joint venture, a declining occupancy rate, a decrease in real estate value, and an oversupply of rental property in
close vicinity to the investment property. Should available evidence indicate the recovery of the initial investment is less likely, the Company would
compare the carrying value of the investment with its expected residual value and recognize an impairment loss in earnings.
Real Estate Investments. Real estate investments include real estate and the related assets purchased for investment purposes (see Note 4 --
“Investments”). Real estate and the related depreciable assets are carried at cost, net of accumulated depreciation, which is included in net investment
income and allocated over the estimated useful life of the asset using the straight-line method of depreciation. Land is not depreciated. Real estate is
evaluated for impairment when events or circumstances indicate the carrying value of the real estate may not be recoverable.
54
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Deferred Policy Acquisition Costs. Deferred policy acquisition costs (“DAC”) represent direct costs to acquire insurance contracts and consist of
premium taxes, inspection fees and commissions paid to outside agents at the time of collection of the policy premium. DAC may also include expenses
associated with the transition of policies from other insurers for replacement policies and the 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. Ceding commission and related costs
paid associated with assumed business are also deferred and amortized over the life of the reinsurance agreement.
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 gross premium earned 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 gross premium earned estimates discussed above are revised.
Property and Equipment. Property and equipment is stated at cost less accumulated depreciation and amortization, which is included in other
operating expenses. Depreciation is calculated on a straight-line basis over the estimated useful lives as follows: land improvements, five years; building,
39 years; building improvements, three to ten years; computer hardware and software, three years; and furniture and office equipment, three to seven years.
Leasehold improvements are amortized over the shorter of the lease term or the asset’s useful life. Land is not depreciated. Expenditures for improvements
are capitalized to the property accounts. Replacements and maintenance and repairs that do not improve or extend the life of the respective assets are
expensed as incurred. The Company capitalizes both internal and external costs for internally developed software during the application development stage.
During the preliminary project and post-implementation stage, internal-use software development costs are expensed as incurred. Capitalized software
costs are depreciated on a straight-line basis over the estimated useful life of seven years.
Impairment of Long-Lived Assets. Long-lived assets, such as property and equipment, are reviewed for impairment annually or whenever events
or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company assesses the recoverability of long-lived
assets by determining whether the assets can be recovered from undiscounted future cash flows. Recoverability of long-lived assets is dependent upon,
among other things, the Company’s ability to maintain profitability so as to be able to meet its obligations when they become due. In the opinion of
management, based upon current information and projections, tangible long-lived assets will be recovered over the period of benefit.
Leases. The Company leases office equipment, storage units, and office space from non-affiliates under terms ranging from one month up to nine
years. In assessing whether a contract is or contains a lease, the Company first determines whether there is an identified asset in the contract. The Company
then determines whether the contract conveys the right to obtain substantially all of the economic benefits from use of the identified asset or the right to
direct the use of the identified asset. The Company elects not to record any lease with a term of 12 months or less on the consolidated balance sheet. For
such short-term leases, the Company recognizes the lease payments in expense on a straight-line basis over the lease term.
If the contract is or contains a lease and the Company has the right to control the use of the identified asset, the right-of-use (“ROU”) asset and
the lease liability is measured from the lease component of the contract and recognized on the consolidated balance sheet. In measuring the lease liability,
the Company uses its incremental borrowing rate for a loan secured by a similar asset that has a term similar to the lease term to discount the lease
payments. The contract is further evaluated to determine the classification of the lease as to whether it is finance or operating. If the lease is a finance lease,
the ROU asset is depreciated to depreciation expense over the shorter of the useful life of the asset or the lease term. Interest expense is recorded in
connection with the lease liability using the effective interest method. If the lease is an operating lease, the ROU asset is amortized to lease expense on a
straight-line basis over the lease term. For the presentation of finance leases on the Company’s consolidated balance sheets, ROU assets and corresponding
lease liabilities are included with property and equipment, net, and long-term debt, respectively. For the presentation of operating leases on the Company’s
consolidated balance sheets, ROU assets are presented as right-of-use assets - operating leases and corresponding lease liabilities are reflected as lease
liabilities - operating leases.
55
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
The Company as a lessor leases its commercial and retail properties, boat slips, and docks to non-affiliates at various terms. If the contract gives
the Company’s customer the right to control the use of the identified asset, revenue is recognized on a straight-line basis over the lease term. Initial direct
costs incurred by the Company are deferred and amortized on a straight-line basis over the lease term. The Company also records an unbilled receivable,
which is the amount by which straight-line revenue exceeds the amount billed in accordance with the lease.
Intangible Assets. Intangibles related to real estate investments consist of the value attributable to the acquired in-place leases and the primary,
or anchor, tenant relationships. The value attributable to the anchor tenant relationship represents the economic benefits of having a nationally recognized
retailer as the lead tenant, which draws consumer traffic and other tenants to the retail center. These intangibles are amortized to expense over the related
lease term. Amortization of the intangibles related to real estate investments is reflected in net investment income in the consolidated statements of income.
The Company reviews these intangible assets for impairment annually or when events or changes in circumstances indicate the carrying value may not be
recoverable. In the event the Company determines the carrying value is not recoverable, an impairment loss is recorded in the Company’s consolidated
statement of income.
Acquired intangible assets represent the fair value of consideration the Company paid and is estimated to pay in exchange for the renewal rights
and non-compete intangible assets acquired from the seller. In the renewal rights transactions, the Company purchased the right, but not the obligation, to
offer homeowners insurance coverage to all policyholders of the seller in certain states on the agreed-upon policy replacement date. The renewal rights
agreements also contain a non-compete clause whereby the seller agrees not to offer homeowners insurance policies in these states through a specified date.
The Company records these intangible assets based on the fair value of the consideration it paid and is estimated to pay to the seller as provided in the
renewal rights agreements with the seller. The Company engaged a third-party valuation specialist to assist with the allocation of the renewal rights and
non-compete intangible assets acquired. Intangible assets are amortized over their estimated useful lives. Amortization of the renewal rights and non-
compete intangible assets is reflected in other operating expenses in the consolidated statements of income. Intangible assets are evaluated to ensure that
there is no impairment to carrying value and no change required in the amortization period. See Note 9 -- “Intangible Assets, Net” for additional
information.
Funds Withheld for Assumed Business. Pursuant to the Company’s quota share reinsurance agreements with United, trust accounts were
established for the benefit of United as beneficiary. The balance represents the net amount owed to the Company under the reinsurance agreements and
consists of funds deposited to establish the trust accounts adjusted for subsequent premium changes net of related commissions and decreased for paid
losses and loss adjustment expenses. The assets within the trust accounts consist primarily of cash and United has the exclusive and unconditional right to
withdraw funds from the trust accounts on demand with written notice in compliance with the quota share reinsurance agreements. Any balance remaining
at the termination of the quota share agreement will be settled and distributed upon the termination of the trust account and trust agreement.
Lease Acquisition Costs. Lease acquisition costs represent capitalized costs of finding and acquiring tenants such as leasing commissions, legal,
and marketing expenses. The costs are included in other assets on the consolidated balance sheets. The Company amortizes these costs in other operating
expenses on a straight-line basis over the term of a lease.
Long-Term Debt. Long-term debt includes debt instruments and finance lease obligations. A debt instrument is generally classified as a liability
and carried at amortized cost, net of any issuance costs. Debt issuance costs are capitalized and amortized to interest expense over the expected life of the
debt instrument using the effective interest method. At issuance, a debt instrument with embedded features such as conversion and redemption options is
evaluated to determine whether bifurcation and derivative accounting is applicable. Any embedded feature other than the conversion option is evaluated at
issuance to determine if it is probable that such embedded feature will be exercised. If the Company concludes that the exercisability of that embedded
feature is not probable, the embedded feature is considered to be non-substantive and would not impact the initial measurement and expected life of the
debt instrument.
Prior to January 1, 2021, if the embedded feature of the debt instrument was not subject to derivative accounting, the debt instrument was further
evaluated to determine if the Company was required to separately account for the liability and equity components. To determine the carrying values of the
liability and equity components at issuance, the Company measured the fair value of a similar liability, including any embedded features other than the
conversion option, and assigned such value to the liability component. The liability component’s fair value was then subtracted from the initial proceeds to
determine the carrying value of the debt instrument’s equity component, which was included in additional paid-in capital. Transaction costs related to
issuing a debt instrument that embodies both liability and equity components were allocated to the liability and equity components in proportion to the
allocation of the proceeds and accounted for as debt issuance costs and equity issuance costs, respectively. Both debt discount and deferred debt issuance
costs
56
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
were amortized to interest expense over the expected life of the debt instrument. Equity issuance costs were a reduction to the proceeds allocated to the
equity component.
Redeemable Noncontrolling Interest. Redeemable noncontrolling interest represents an economic interest in TTIG and is presented in the
temporary equity (mezzanine) section of the consolidated balance sheets. The interest contains rights in dividends, voting, conversion, participation,
liquidation preference and redemption. The redemption feature is not solely within the control of TTIG.
The redeemable noncontrolling interest is initially recorded at fair value and is decreased by related issuance costs. The fair value is estimated
using a residual fair value approach. The effect of increasing dividend rates is accreted to the redeemable noncontrolling interest with a corresponding debit
to retained income. The effective interest method is used for accretion over the period of the increasing dividend rates. The carrying value of the interest is
also subsequently adjusted for accrued dividends and dividend payments. The Company has an option to pay the dividends in cash or make a payment in
kind. The dividends are accrued monthly assuming that they will be settled in cash.
When the redemption is probable, the Company elects to recognize changes in the redemption value immediately as it occurs and adjust the
carrying value of the interest to the maximum redemption value which is the higher of the redemption price or fair market value at the reporting date. Such
changes in the redemption value are treated as dividends when calculating income available to common stockholders.
Noncontrolling Interests. The Company has noncontrolling interests attributable to TTIG. A noncontrolling interest arises when the Company
has less than 100% of the voting rights and economic interests in a subsidiary. The noncontrolling interest is periodically adjusted for the expensing of
TTIG’s stock-based awards granted to its employees, the interest’s share of TTIG’s net income or loss to common stockholders and change in other
comprehensive income or loss.
Prepaid Share Repurchase Forward Contract. A prepaid share repurchase forward contract is generally a contract that allows the Company to
buy from the counterparty a specified number of common shares at a specific time at a given forward price. The Company entered into such a contract and
evaluated the characteristics of the forward contract to determine whether it met the definition of a derivative financial instrument pursuant to U.S. GAAP.
The Company determined the forward contract is an equity contract on the Company’s common shares requiring physical settlement in common shares of
the Company. As such, the transaction is recognized as a component of stockholders’ equity with a charge to additional paid-in capital equal to the
prepayment amount, which represents the cash paid to the counterparty. There will be no recognition in earnings for changes in fair value in subsequent
periods.
Losses and Loss Adjustment Expenses. Reserves for losses and loss adjustment expenses (“LAE”) are determined by establishing liabilities in
amounts estimated to cover incurred losses and LAE. Such reserves are determined based on the assessment of claims reported and the development of
pending claims. These reserves are based on individual case estimates for the reported losses and LAE and estimates of such amounts that are incurred but
not reported. Changes in the estimated liability are charged or credited to income as the losses and LAE are settled.
The estimates of unpaid losses and LAE are subject to trends in claim severity and frequency and are continually reviewed. As part of the
process, the Company reviews historical data and considers various factors, including known and anticipated regulatory and legal developments, changes in
social attitudes, inflation and economic conditions. As experience develops and other data becomes available, these estimates are revised, as required,
resulting in increases or decreases to the existing unpaid losses and LAE. Adjustments are reflected in the results of operations in the period in which they
are made and the liabilities may deviate substantially from prior estimates. Losses and LAE ceded to or recovered from reinsurers are recorded as a
reduction to losses and LAE on the consolidated statement of income.
Advance Premiums. Premium payments received prior to the policy effective date are recorded as advance premiums. Once the policy is in
force, the premiums are recorded as described under “Premium Revenue” below.
57
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Premiums Receivable. Premiums receivable represent 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 premiums receivable balance at the reporting date. An allowance for uncollectible premiums, which offsets the balance of premiums receivable, is
established by reducing the unearned premiums liability and earned revenues.
At December 31, 2022 and 2021, allowances for uncollectible premiums were $5,362 and $1,750, respectively. The increase in allowances for
uncollectible premiums during 2022 resulted in a $3,432 decrease in unearned premiums during the year ended December 31, 2022. The decrease in
allowances for uncollectible premiums during 2021 resulted in a $318 increase in unearned premiums during the year ended December 31, 2021.
Reinsurance Ceded. In the normal course of business, the Company seeks to reduce the loss that may arise from catastrophes or other events by
reinsuring certain levels of risk in various areas of exposure with other insurance enterprises or reinsurers. The Company contracts with a number of
reinsurers to secure its annual reinsurance coverage, which generally becomes effective June 1st of each year. The Company purchases reinsurance each
year taking into consideration probable maximum losses and reinsurance market conditions. Amounts recoverable from reinsurers are estimated in a
manner consistent with the applicable reinsurance contract or contracts. Premiums ceded to other companies have been reported as a reduction of gross
premiums earned. Prepaid reinsurance premiums represent the unexpired portion of premiums ceded to reinsurers.
From time to time, the Company may elect to pay a reinstatement premium to a reinsurer in order to restore an amount of reinsurance coverage
limit exhausted by a loss event. When that occurs, the unamortized portion of the existing prepaid reinsurance premium associated with the first coverage
limit will be immediately expensed. The reinstatement premium will be recognized as prepaid reinsurance premium which will be amortized to premiums
ceded over the remaining coverage period of a contract.
One of the Company’s current reinsurance contracts contain retrospective provisions including terms and conditions that adjust premiums based
on the loss experience under the contract. In such cases, a with-and-without method is used to estimate the asset or liability amount to be recognized at each
reporting date. The amount of the estimate is the difference between the net contract costs before and after the loss experience under the contract. Estimates
related to premium adjustments are recognized in ceded premiums earned. These estimates are reviewed monthly based on the loss experience to date and
as adjustments become necessary. Such adjustments in premiums ceded are reflected in the Company’s current operations and recorded in other assets until
received upon the expiration of the contract. See Note 13 -- “Reinsurance” for additional information.
The Company receives ceding commissions from ceding gross written premiums to a third-party reinsurer under one flood quota share
reinsurance contract. The ceding commissions represent the reimbursement of the Company’s policy acquisition, underwriting and other operating
expenses. Ceding commissions received cover a portion of premium taxes and agent commissions capitalized by the Company and a portion of non-
capitalized acquisition costs and other underwriting expenses. Ceding commissions are recognized as income on a pro-rata basis over the terms of the
policies reinsured, the amount of which is included in policy acquisition and other underwriting expenses in the consolidated statement of income. The
unearned portion of ceding commissions that represents recovery of capitalized acquisition costs is classified as a reduction of DAC whereas the remaining
unearned balance is classified as deferred revenue in other liabilities.
Reinsurance Assumed. From time to time, the Company agrees to assume risk from another insurance company. Reinsurance premiums,
commission, cost allowance, and reserves related to reinsured business are accounted for on a basis consistent with those used in accounting for the original
policies issued and the terms of the reinsurance contracts. Premiums assumed from other insurance companies are included in gross premiums earned.
Ceding commissions on assumed gross written premiums and related costs paid are reflected as DAC which is amortized as expense on a pro-rata basis
over the life of the reinsurance agreement. This amortized expense is included in policy acquisition and other underwriting expenses in the consolidated
statements of income.
58
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Reinsurance Recovered in Advance on Unpaid Losses. Reinsurance recovered in advance on unpaid losses represents cash received in advance
from a reinsurer under a reinsurance contract to reimburse the Company’s losses and loss adjustment expenses. The Company is contractually permitted to
apply these funds to offset the paid portion of reinsurance recoverable only.
Premium Revenue. Premium revenue includes premium from the direct issuance of policies to insureds or the renewal or replacement of
insureds’ policies and assumed premium for providing coverage under reinsurance agreements. Premium revenue is earned on a daily pro-rata basis over
the term of the policies and is included in gross premiums earned. Unearned premiums represent the portion of the premiums attributable to the unexpired
policy term. The Company reviews its policy detail and establishes an allowance for any amount outstanding for more than 90 days.
Policy Fees. Policy fees represent nonrefundable fees for insurance coverage, which are intended to reimburse a portion of the costs incurred to
underwrite the policy. Policy fees are recognized ratably over the policy coverage period.
Revenue from Claims Processing Services. The Company provides a claims processing service to a third-party insurance company as a third-
party administrator (“TPA”). The service includes investigation, evaluation, adjustment and settlement of a claim. These highly interrelated activities are
combined to fulfill the Company’s obligation to provide the claims processing service under a contract. As such, they are considered a single performance
obligation for revenue recognition purposes. Fees are established on a per-claim basis by type of claim. For each type of claim, the per-claim fee revenue is
recognized over an average claim processing period.
The Company may incur additional costs for outsourced services in connection with the investigation, coverage analysis, adjustment,
negotiation, settlement, defense or general processing of a claim. These costs are reimbursable from the customer. The Company has control over how an
outsourced service is performed on its behalf. Thus, these pass-through costs are recognized as revenue in the gross amount to which the Company expects
to be entitled and when the outsourced service is completed and paid or accrued by the Company.
For a certain type of claim and in addition to the per-claim service fee, the Company is entitled to additional revenue which is determined based
on a fixed percent of the paid indemnification of the loss per claim. The revenue is recognized when the indemnification is paid by the Company.
Revenue related to claims processing services is included in other revenue in the consolidated statements of income. For the years ended
December 31, 2022 and 2021, revenues from claims processing services were $3,425 and $4,554, respectively. At December 31, 2022 and 2021, other
assets included $2,543 and $314, respectively, of amounts receivable attributable to this service.
Insurance Guaranty Association Assessments. The Company’s insurance subsidiaries may be assessed by state associations such as the Florida
Insurance Guaranty Association. The assessments are intended to be used for the payment of covered claims of insolvent insurance entities. The
assessments are generally based on a percentage of premiums written during or following the year of insolvency. Liabilities are recognized when the
assessments are probable to be imposed on the premiums on which they are expected to be based and the amounts can be reasonably estimated. An insurer
is generally permitted to recover the entire amount of assessments from in-force and future policyholders through policy surcharges. U.S. GAAP provides
that the Company should record an asset based on the amount of written or obligated-to-write premiums and limited to the amounts recoverable over the
life of the in-force policies.
Foreign Currency. The functional currency of the Company’s Indian subsidiary is the U.S. dollar. As such, the monetary assets and liabilities of
this subsidiary are remeasured into U.S. dollars at the exchange rate in effect on the balance sheet date. Non-monetary assets and liabilities are remeasured
using historical rates. Expenses recorded in the local currency are remeasured at the prevailing exchange rate. Exchange gains and losses resulting from
these remeasurements are included in other operating expenses.
Income Taxes. The Company files consolidated federal and state income tax returns and allocates taxes among its subsidiaries in accordance
with a written tax-allocation agreement.
The Company accounts for income taxes in accordance with U.S. GAAP, resulting in two components of income tax expense and benefit: current
and deferred. Current income tax expense and benefit reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted
tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet)
method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and
liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.
59
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Deferred income tax expense and benefit results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are
recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term “more
likely than not” means a likelihood of more than fifty percent; the terms “examined” and “upon examination” also include resolution of the related appeals
or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest
amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all
relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts,
circumstances, and information available at the reporting date and is subject to management’s judgment. Deferred tax assets are reduced by a valuation
allowance if, based on the weight of both positive and negative evidence available including recent operating results, available tax planning strategies, and
projected future taxable income, it is more likely than not that some portion or all of a deferred tax asset will not be realized.
Fair Value of Financial Instruments. The carrying amounts for the Company’s cash and cash equivalents approximate their fair values at
December 31, 2022 and 2021. Fair values for securities or financial instruments are based on the framework for measuring fair value established by U.S.
GAAP (see Note 6 -- “Fair Value Measurements”).
Stock-Based Compensation. The Company accounts for stock-based compensation under the fair value recognition provisions of U.S. GAAP
which require the measurement and recognition of compensation for all stock-based awards made to employees, non-employee directors (see Note 21 --
“Stock-Based Compensation”), and third-party award recipients based on estimated fair values. In accordance with U.S. GAAP, the fair value of stock-
based awards granted to employees and non-employee directors is generally recognized as compensation expense over the requisite service period, which is
defined as the period during which a recipient is required to provide service in exchange for an award. Forfeitures of the Company’s stock-based awards are
accounted for as they occur. The Company uses a straight-line attribution method for all grants that include only a service-based vesting condition.
Restricted stock grants with market-based vesting conditions are expensed over the derived service period. Expensing market-based awards may be
expedited if the conditions are met sooner than anticipated. For awards granted to third-party recipients, the cost of the grant is recognized in the same
period(s) and in the same manner as if the Company had paid cash. The Company’s outstanding stock-based awards include stock options, warrants, and
restricted stock awards with service and market-based vesting conditions. Compensation expense related to all awards granted to employees and non-
employee directors is included in general and administrative personnel expenses. The Company receives a windfall tax benefit for certain stock option
exercises and for restricted stock awards if these awards vest at a higher value than the value used to recognize compensation expense. In the event the
restricted stock awards vest at a lower value than the value used to recognize compensation expense, the Company experiences a tax shortfall. The
Company recognizes tax windfalls and shortfalls in the consolidated statement of income.
Basic and Diluted Earnings Per Common Share. Basic earnings or loss per common share is computed by dividing net income or loss
attributable to common stockholders by the weighted-average number of common shares outstanding for the period. U.S. GAAP requires the inclusion of
restricted stock as participating securities since holders of the Company’s restricted stock have the right to share in dividends, if declared, equally with
common stockholders. In addition, the intrinsic value of restricted stock declines when the Company experiences operating losses. As a result, holders of
the Company’s restricted stock are allocated a proportional share of net income and loss determined by dividing total weighted-average shares of restricted
stock by the sum of total weighted-average common shares and shares of restricted stock (the “two-class method”). Diluted earnings per common share
reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted as well as participating
equities. During loss periods, common stock equivalents such as stock options and convertible debt are excluded from the calculation of diluted loss per
share, as the inclusion would have an anti-dilutive effect. See Note 18 -- “Earnings Per Share” for potentially dilutive securities at December 31, 2022,
2021 and 2020.
Statutory Accounting Practices. The Company’s U.S. insurance subsidiaries comply with statutory accounting practices prescribed by the
National Association of Insurance Commissioners and as adopted or permitted by the Florida Department of Financial Services, Office of Insurance
Regulation (“FLOIR”). There are no state prescribed or permitted practices that have been adopted by the Company’s U.S. subsidiaries. In addition, the
Company’s Bermuda insurance subsidiary prepares and files financial statements in accordance with the prescribed regulatory accounting practices of the
Bermuda Monetary Authority.
Reclassification. In response to the new reporting segment described in Note 15 -- “Segment Information,” the 2020 segment information has
been reclassified to conform with the current period presentation. TypTap and TypTap Management Company were removed from the segment previously
referred to as Insurance Operations to form the new TypTap Group segment. The information technology companies which had previously been presented
in the Corporate and Other segment were also added to the TypTap Group segment.
60
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 3 -- 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 consolidated statements of cash flows.
Cash and cash equivalents
Restricted cash
Total
December 31,
2022
2021
$
$
234,863 $
2,900
237,763 $
628,943
2,400
631,343
At December 31, 2022, $175,331 or 74.7% of the Company’s cash and cash equivalents were deposited at four national banks and included
$15,796 with two custodians. At December 31, 2021, $527,294 or 83.8% of the Company’s cash and cash equivalents were deposited at six national banks
and included $181,390 with two custodians. At December 31, 2022 and 2021, the Company’s cash deposits at any one bank generally exceed the Federal
Deposit Insurance Corporation’s $250 coverage limit for insured deposit accounts.
61
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 4 -- Investments
a) Available-for-Sale Fixed-Maturity Securities
The Company holds investments in fixed-maturity securities that are classified as available-for-sale. At December 31, 2022 and 2021, 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:
As of December 31, 2022
U.S. Treasury and U.S. government agencies
Corporate bonds
State, municipalities, and political subdivisions
Exchange-traded debt
Redeemable preferred stock
Total
As of December 31, 2021
U.S. Treasury and U.S. government agencies
Corporate bonds
State, municipalities, and political subdivisions
Exchange-traded debt
Redeemable preferred stock
Total
Cost or
Amortized
Cost
Allowance
for
Credit Loss
Gross
Gross
Unrealized
Unrealized
Gain
Loss
Estimated
Fair
Value
$
$
$
$
463,648 $
28,378
1,389
683
99
494,197 $
17,046 $
21,913
1,759
767
468
41,953 $
— $
—
—
—
—
— $
— $
—
—
—
—
— $
59 $
20
—
2
—
81 $
64 $
632
49
44
—
789 $
(9,105 ) $
(1,205 )
(6 )
(52 )
(9 )
(10,377 ) $
(86 ) $
(53 )
—
—
(20 )
(159 ) $
454,602
27,193
1,383
633
90
483,901
17,024
22,492
1,808
811
448
42,583
Expected maturities may 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 at December 31, 2022 and 2021 are as follows:
December 31,
2022
Cost or
Amortized
Cost
Estimated
Fair
Value
Cost or
Amortized
Cost
2021
Estimated
Fair
Value
Available-for-sale
Due in one year or less
Due after one year through five years
Due after five years through ten years
Due after ten years
266,170 $
223,153
4,380
494
494,197 $
265,353 $
214,307
3,797
444
483,901 $
10,734 $
19,222
11,503
494
41,953 $
10,826
19,820
11,403
534
42,583
$
$
62
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(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 fixed-maturity securities, for the years ended
December 31, 2022, 2021 and 2020 were as follows:
Year ended December 31, 2022
Year ended December 31, 2021
Year ended December 31, 2020
Proceeds
11,716 $
23,055 $
81,433 $
$
$
$
Gross
Realized
Gains
Gross
Realized
Losses
13 $
722 $
1,773 $
(442 )
(35 )
(610 )
Gross Unrealized Losses for Available-for-Sale Fixed-Maturity Securities
Securities with gross unrealized loss positions at December 31, 2022 and 2021, aggregated by investment category and length of time the
individual securities have been in a continuous loss position, are as follows:
As of December 31, 2022
U.S. Treasury and U.S. government agencies
Corporate bonds
States, municipalities, and political
subdivisions
Exchange-traded debt
Redeemable preferred stock
Total available-for-sale securities
$
$
Less Than Twelve Months
Estimated
Gross
Fair
Unrealized
Value
Loss
Twelve Months or
Longer
Total
Gross
Unrealized
Loss
Estimated
Fair
Value
Gross
Unrealized
Loss
Estimated
Fair
Value
(8,701 ) $
(909 )
(6 )
(52 )
(9 )
(9,677 ) $
269,116 $
23,028
(404 ) $
(296 )
4,644 $
2,541
1,383
463
90
294,080 $
—
—
—
(700 ) $
—
—
—
7,185 $
(9,105 ) $
(1,205 )
(6 )
(52 )
(9 )
(10,377 ) $
273,760
25,569
1,383
463
90
301,265
As of December 31, 2021
U.S. Treasury and U.S. government agencies
Corporate bonds
Redeemable preferred stock
Total available-for-sale securities
Less Than Twelve Months
Estimated
Fair
Value
Gross
Unrealized
Loss
Twelve Months or Longer
Total
Gross
Unrealized
Loss
Estimated
Fair
Value
Gross
Unrealized
Loss
Estimated
Fair
Value
$
$
(73 ) $
(53 )
(20 )
(146 ) $
9,809 $
4,452
442
14,703 $
(13 ) $
—
—
(13 ) $
616 $
—
—
616 $
(86 ) $
(53 )
(20 )
(159 ) $
10,425
4,452
442
15,319
At December 31, 2022 and 2021, there were 84 and 23 securities, respectively, in an unrealized loss position.
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 a credit loss exists for each individual security, including-
•
the financial condition and near-term prospects of the issuer, including any specific events that may affect its operations or earnings;
63
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
•
•
•
•
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 summarizes the activity in the allowance for credit losses of available-for-sale fixed-maturity securities for the years ended
December 31, 2022 and 2021:
Balance at January 1
Reductions for securities sold
Reductions for securities exchanged
Balance at December 31
2022
2021
—
—
—
—
$
$
588
(9 )
(579 )
—
$
$
For the years ended December 31, 2022 and 2021, the Company recognized $0 credit loss expense related to fixed-maturity securities in the
consolidated statements of income compared with $611 of credit loss expense on two fixed-maturity securities for the year ended December 31, 2020.
b) Equity Securities
The Company holds investments in equity securities measured at fair values which are readily determinable. At December 31, 2022 and 2021,
the cost, gross unrealized gains and losses, and estimated fair value of the Company’s equity securities were as follows:
December 31, 2022
December 31, 2021
Gross
Gross
Unrealized
Unrealized
Cost
Gain
Loss
Estimated
Fair
Value
$
$
36,272 $
46,276 $
2,078 $
6,335 $
(3,767 ) $
(871 ) $
34,583
51,740
The table below presents the portion of unrealized gains and losses in the Company’s consolidated statements of income related to equity
securities still held.
Years Ended December 31,
2021
2022
2020
Net (losses) gains recognized
Exclude: Net realized (losses) gains recognized for
securities sold
Net unrealized (losses) gains recognized
$
(8,149 ) $
5,486 $
435
(996 )
(7,153 ) $
4,123
1,363 $
$
(244 )
679
Sales of Equity Securities
Proceeds received, and the gross realized gains and losses from sales of equity securities, for the years ended December 31, 2022, 2021 and 2020
were as follows:
Year ended December 31, 2022
Year ended December 31, 2021
Year ended December 31, 2020
Proceeds
$
$
$
31,605 $
112,310 $
47,312 $
Gross
Realized
Gains
Gross
Realized
Losses
2,224 $
6,280 $
2,868 $
(3,220 )
(2,157 )
(3,112 )
64
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
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:
Investment Strategy
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)
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)
High returns and long-term capital
appreciation through investments in
the power, utility and energy industries,
and in the infrastructure sector. (b)(f)(g)
Value-oriented investments in less liquid
and mispriced senior and junior debts
of private equity-backed companies.
(b)(h)(i)
Value-oriented investments in mature real
estate private equity funds and portfolios
globally. (b)(j)
Risk-adjusted returns on credit and equity
investments, primarily in private
equity-owned companies. (b)(k)
Total
Carrying
Value
December 31, 2022
Unfunded
Balance
December 31, 2021
Carrying Unfunded
(%) (a)
Value
Balance
(%) (a)
$
4,146 $
—
15.37 $
6,076 $
2,085
15.37
2,528
—
1.66
3,423
—
1.69
5,319
—
0.18
6,270
1,401
0.18
3,470
—
0.56
4,437
—
0.57
7,457
3,125
1.32
5,977
4,537
1.36
2,782
25,702 $
2,536
5,661
$
0.98
$
1,950
28,133 $
3,050
11,073
0.47
(a)
(b)
Represents the Company’s percentage investment in the fund at each balance sheet date.
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.
65
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
The term is expected to be the later of ten years or two years following the maturity of the fund’s outstanding leverage. Although the capital commitment period has
expired, follow-on investments and pending commitments may require additional fundings.
The term has been extended for a second additional one-year period to June 30, 2023. Although the capital commitment period has ended, the general partner could
still request an additional funding under certain circumstances.
At the fund manager’s discretion, the term of the fund may be extended for up to two additional one-year periods.
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.
With the consent of a supermajority of partners, the term of the fund may be extended for up to three additional one-year periods.
Expected to have an eight-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.
The capital commitment period has ended but an additional funding may be requested.
The term is expected to end November 27, 2027. The term may be extended for up to four additional one-year periods at the general partner’s discretion, and up to
two additional one-year periods with the consent of the advisory committee.
Expected to have an eight-year term after the final admission date. The term may be extended for an additional one-year period at the general partner’s discretion,
and up to two additional one-year periods with the consent of either the advisory committee or a majority of limited partners.
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.
Operating results:
Total income
Total expenses
Net income (loss)
Balance sheet:
Total assets
Total liabilities
Years Ended December 31,
2021
2022
2020
$
$
1,252,264 $
(139,174 )
1,113,090 $
705,610 $ (1,432,907 )
(131,463 )
(133,281 )
574,147 $ (1,566,188 )
December 31,
2022
2021
$
$
5,119,695 $
430,354 $
5,855,616
564,732
For the years ended December 31, 2022 and 2021, the Company recognized net investment income of $3,963 and $4,947, respectively, compared
with net investment loss of $1,595 for the year ended December 31, 2020, for these investments. At December 31, 2022 and 2021, the Company’s net
cumulative contributed capital to the partnerships existing at each respective balance sheet date totaled $24,978 and $28,371, respectively, and the
Company’s maximum exposure to loss aggregated $25,702 and $28,133, respectively.
During the year ended December 31, 2022, the Company received in cash returns on investment of $3,001 and returns of capital of $5,360
compared with returns on investment of $3,604 and returns of capital of $4,657 during the year ended December 31, 2021. During the year ended
December 31, 2020, the Company received total cash distributions of $3,301, representing $1,215 of returns on investment and $2,086 of returned capital.
d) Investment in Unconsolidated Joint Venture
Melbourne FMA, LLC, a wholly owned subsidiary, had an equity investment in FMKT Mel JV, a Florida limited liability company treated as a
joint venture under U.S. GAAP. At December 31, 2022 and 2021, the Company’s maximum exposure to loss relating to this variable interest entity was $18
and $363, respectively, representing the carrying value of the investment. At December 31, 2022, 2021 and 2020, there was no undistributed income from
this equity method investment.
In June 2022, FMKT Mel JV sold its last remaining outparcel and recognized a gain on sale of $572 before distributing its earnings in July 2022
and being liquidated in December 2022. For the year ended December 31, 2022, the Company received a cash distribution of $840, representing a
combined distribution of $489 in earnings and $351 in capital. For the year ended December 31, 2021, the Company received a cash distribution of $737,
representing a combined distribution of $114 in earnings and $623 in capital. For the year ended December 31, 2020, the Company did not receive any cash
distributions. See Note 28 -- “Subsequent Events” for
66
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
information on the final distribution. The following tables provide FMJV’s summarized unaudited financial results and the unaudited financial positions:
Operating results:
Total revenues
Total expenses
Net income (loss)
The Company’s share of net income (loss)*
Years Ended December 31,
2021
2022
2020
$
$
$
572 $
(22 )
550 $
495 $
540 $
(77 )
463 $
417 $
—
(64 )
(64 )
(57 )
* Included in net investment income in the Company’s consolidated statements of income.
Balance sheet:
Property and equipment, net
Cash
Other
Total assets
Members’ capital
Total members’ capital
Investment in unconsolidated joint venture, at equity**
** Includes the 90% share of FMKT Mel JV’s operating results.
e) Real Estate Investments
December 31,
2022
2021
$
$
$
$
$
— $
—
—
— $
— $
— $
18 $
357
29
18
404
404
404
363
Real estate investments include land, buildings with office and retail space for lease, outparcels, and marinas. Real estate investments consist of
the following as of December 31, 2022 and 2021:
Land
Land improvements
Buildings and building improvements
Tenant and leasehold improvements
Other
Total, at cost
Less: accumulated depreciation and amortization
Real estate investments
December 31,
2022
2021
$
$
38,327 $
12,138
29,410
1,742
1,649
83,266
(11,878 )
71,388 $
39,720
11,917
29,405
1,511
1,265
83,818
(9,922 )
73,896
In May 2022, the Company sold one outparcel in Sorrento, Florida for net proceeds of $667. On July 1, 2022, the Company closed on its
agreement to sell 1.5 acres of land in Tampa, Florida for net proceeds of $14,500 to the Florida Department of Transportation (“FDOT”) in connection with
an eminent domain proceeding for a planned road improvement project. See additional information under f) Net Investment Income below. Depreciation
and amortization expense related to real estate investments was $1,956, $1,922 and $1,864, respectively, for the years ended December 31, 2022, 2021 and
2020 and was included in net investment income on the consolidated statements of income.
67
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
f) Net Investment Income
Net investment income (loss), by source, is summarized as follows:
Available-for-sale fixed-maturity securities
Equity securities
Investment expense
Limited partnership investments
Real estate investments
Net income (loss) from unconsolidated joint venture
Cash and cash equivalents
Short-term investments
Net investment income
Years Ended December 31,
2021
2022
2020
$
$
6,367 $
1,204
(491 )
3,963
16,126
495
4,783
—
32,447 $
1,375 $
1,411
(542 )
4,947
4,086
417
641
—
12,335 $
4,252
1,388
(497 )
(1,595 )
(620 )
(57 )
1,691
2
4,564
In May 2022, income from real estate investments included a net gain of $376 resulting from the sale of the outparcel described in e) Real Estate
Investments and $451 of income from selling the liquor license previously owned by the Company’s restaurant business which was discontinued in 2020. In
July 2022, income from real estate investments included a net realized gain of $13,402 resulting from the sale of 1.5 acres of land in Tampa, Florida for net
proceeds of $14,500 to the FDOT. During the year ended December 31, 2021, income from real estate investments included a net gain of $2,790 resulting
from a legal settlement with The Kroger Co. in a lawsuit filed by a real estate subsidiary of the Company to enforce a guaranty of a commercial lease.
g) Other Investments
From time to time, the Company may invest in financial assets other than stocks, mutual funds, and bonds. For the years ended December 31,
2022, 2021 and 2020, net realized gains related to other investments were $238, $1,662 and $81, respectively.
Note 5 -- Comprehensive Income (Loss)
Comprehensive income (loss) includes net income (loss) 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 to any 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:
Year Ended December 31, 2022
Income Tax
Effect
Net of Tax
Before Tax
Net unrealized losses
Reclassification adjustment for net realized losses
Total other comprehensive loss
Net unrealized losses
Call and repayment gains charged to investment income
Reclassification adjustment for net realized gains
Total other comprehensive loss
(11,355 ) $
429
(10,926 ) $
(263 ) $
109
(154 ) $
(11,092 )
320
(10,772 )
Year Ended December 31, 2021
Income Tax
Before Tax
Effect
Net of Tax
(692 ) $
(36 )
(687 )
(1,415 ) $
(170 ) $
(9 )
(168 )
(347 ) $
(522 )
(27 )
(519 )
(1,068 )
$
$
$
$
68
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Net unrealized gains
Credit losses on investments
Call and repayment gains charged to investment income
Reclassification adjustment for net realized gains
Total other comprehensive loss
Year Ended December 31, 2020
Income Tax
Before Tax
Effect
Net of Tax
$
$
86 $
611
(374 )
(1,163 )
(840 ) $
21 $
150
(92 )
(285 )
(206 ) $
65
461
(282 )
(878 )
(634 )
Note 6 -- Fair Value Measurements
The Company records and discloses certain financial assets at their estimated fair values. 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.
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.
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.
Restricted Cash
Restricted cash represents cash held by state authorities and 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
From time to time, the Company has an amount outstanding under a revolving credit facility. The interest rate is variable and is periodically
adjusted based on the Secured Overnight Financing Right (“SOFR”) plus a ten basis points adjustment plus a margin based on the debt-to-capital ratio. As
a result, carrying value, when outstanding, approximates fair value.
69
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(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:
4.75% Convertible Senior Notes
4.25% Convertible Senior Notes
3.90% Promissory Note
3.75% Callable Promissory Note
4.55% Promissory Note
Valuation Methodology
Quoted price
Quoted price
Discounted cash flow method/Level 3 inputs
Discounted cash flow method/Level 3 inputs
Discounted cash flow method/Level 3 inputs
Maturity
Date
2042
2037
2032
2036
2036
70
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Assets Measured at Estimated Fair Value on a Recurring Basis
The following tables present information about the Company’s financial assets measured at estimated fair value on a recurring basis. The tables
indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value as of December 31, 2022 and 2021:
As of December 31, 2022
Financial Assets:
Cash and cash equivalents
Restricted cash
Fixed-maturity securities:
U.S. Treasury and U.S. government agencies
Corporate bonds
States, municipalities, and political subdivisions
Exchange-traded debt
Redeemable preferred stock
Total available-for-sale securities
Equity securities
As of December 31, 2021
Financial Assets:
Cash and cash equivalents
Restricted cash
Fixed-maturity securities:
U.S. Treasury and U.S. government agencies
Corporate bonds
States, municipalities, and political subdivisions
Exchange-traded debt
Redeemable preferred stock
Total available-for-sale securities
Equity securities
$
$
$
$
$
$
$
$
$
$
71
Fair Value Measurements Using
(Level 2)
(Level 3)
(Level 1)
Total
234,863 $
2,900 $
446,233 $
27,193
—
633
90
474,149 $
34,583 $
— $
— $
— $
— $
234,863
2,900
8,369 $
—
1,383
—
—
9,752 $
— $
— $
—
—
—
—
— $
— $
454,602
27,193
1,383
633
90
483,901
34,583
Fair Value Measurements Using
(Level 2)
(Level 3)
(Level 1)
Total
628,943 $
2,400 $
— $
— $
— $
— $
628,943
2,400
15,536 $
22,492
—
811
448
39,287 $
51,740 $
1,488 $
—
1,808
—
—
3,296 $
— $
— $
—
—
—
—
— $
— $
17,024
22,492
1,808
811
448
42,583
51,740
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Liabilities Carried at Other Than Fair Value
The following tables present fair value information for liabilities that are carried on the consolidated balance sheets at amounts other than fair
value as of December 31, 2022 and 2021:
As of December 31, 2022
Financial Liabilities:
Long-term debt:
4.75% Convertible Senior Notes
4.25% Convertible Senior Notes
3.90% Promissory Note
3.75% Callable Promissory Note
4.55% Promissory Note
Total long-term debt
As of December 31, 2021
Financial Liabilities:
Revolving credit facility
Long-term debt:
4.25% Convertible Senior Notes
3.90% Promissory Note
3.75% Callable Promissory Note
4.55% Promissory Note
Total long-term debt
Carrying
Value
$
$
167,126 $
23,916
8,943
6,789
4,900
211,674 $
Carrying
Value
Fair Value Measurements Using
(Level 2)
(Level 3)
(Level 1)
Estimated
Fair Value
— $
—
—
—
—
— $
133,167 $
19,473
—
—
—
152,640 $
— $
—
8,152
6,171
4,642
18,965 $
133,167
19,473
8,152
6,171
4,642
171,605
Fair Value Measurements Using
(Level 2)
(Level 3)
(Level 1)
Estimated
Fair Value
$
$
$
15,000 $
— $
15,000 $
— $
15,000
23,885 $
9,287
7,153
5,148
45,473 $
— $
—
—
—
— $
33,248 $
—
—
—
33,248 $
— $
10,488
7,852
6,051
24,391 $
33,248
10,488
7,852
6,051
57,639
Note 7 -- Deferred Policy Acquisition Costs
The following table summarizes the activity with respect to deferred policy acquisition costs:
Beginning balance
Policy acquisition costs deferred
Amortization
Ending balance
December 31,
2022
2021
$
$
57,695 $
88,496
(100,669 )
45,522 $
43,858
100,800
(86,963 )
57,695
The amount of policy acquisition costs amortized and included in policy acquisition and other underwriting expenses for the years ended
December 31, 2022, 2021 and 2020 was $100,669, $86,963 and $49,125, respectively.
As described in Note 1 -- “Nature of Operations” with regards to the quota share reinsurance agreements, the Company derecognized $1,349 of
direct costs attributable to the assumption of insurance policies from United for the year ended December 31, 2022. The Company incurred $34,491 and
$15,557, respectively, of direct costs attributable to the assumption of insurance policies from United for the years ended December 31, 2021 and 2020.
72
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 8 -- Property and Equipment, Net
Property and equipment, net consists of the following:
Land
Land improvements
Buildings and building improvements
Computer hardware and software
Office furniture and equipment
Tenant and leasehold improvements
Other
Total, at cost
Less: accumulated depreciation and amortization
Property and equipment, net
December 31,
2022
2021
2,134 $
79
6,550
16,741
2,955
782
1,767
31,008
(13,098 )
17,910 $
2,134
—
4,005
13,295
2,561
620
2,136
24,751
(10,519 )
14,232
$
$
Depreciation and amortization expense for property and equipment was $2,580, $1,941 and $1,854, respectively, for the years ended December
31, 2022, 2021 and 2020.
Note 9 -- Intangible Assets, Net
The Company’s intangible assets, net consist of the following:
Anchor tenant relationships (a)
In-place leases
Policy renewal rights - United
Non-compete agreements - United (b)
Total, at cost
Less: accumulated amortization
Intangible assets, net
December 31,
2022
2021
1,761 $
3,579
10,100
314
15,754
(5,176 )
10,578 $
1,761
4,215
7,634
195
13,805
(3,169 )
10,636
$
$
(a)
(b)
An anchor tenant is a tenant that attracted more customers than other tenants.
$119 was fully amortized in June 2022 and $195 was fully amortized in June 2021.
The remaining weighted-average amortization periods for the intangible assets as of December 31, 2022 are summarized in the table below:
Anchor tenant relationships
In-place leases
Policy renewal rights - United
11.5 years
9.7 years
3.3 years
73
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
In connection with the Northeast Region assumed business as described in Note 1 -- “Nature of Operations,” the Company recorded renewal
rights and non-compete intangible assets aggregating $7,829 during 2021 in exchange for 100,000 shares of HCI’s common stock and a contingent liability
of $2,419.
In connection with the Southeast Region assumed business as described in Note 1 -- “Nature of Operations,” the Company recorded intangible
assets of $4,869 during 2022 representing the renewal rights and non-compete agreement in exchange for consideration consisting of a 6% commission on
any replacement premium which includes $3,800 of commission prepaid up-front and a contingent liability of $1,069.
During the fourth quarter of 2022, all available information pertaining to the Northeast and Southeast Regions’ policies in-force was reviewed.
Furthermore, management engaged an independent valuation specialist to assess for possible impairment of the renewal rights intangible assets. Based on
the review and the assessment, the Company recognized an impairment loss of $2,284 related to the renewal rights intangible assets and, simultaneously,
recorded a decrease in contingent liabilities resulting in a remeasurement gain of $3,117. At December 31, 2022 and 2021, contingent liabilities related to
renewal rights intangible assets were $371 and $2,419, respectively, with the contingent liabilities included in other liabilities on the consolidated balance
sheets.
The renewal rights and non-compete intangible assets acquired do not meet the definition of a business as substantially all of the fair value of the
intangible assets acquired are concentrated in a group of similar assets. Therefore, the Company accounted for the purchases of the renewal rights and non-
compete intangible assets as asset acquisitions.
For the years ended December 31, 2022, 2021 and 2020, amortization expense associated with intangible assets was $2,643, $761 and $624,
respectively. Amortization expense for intangible assets after December 31, 2022 is as follows:
Year
2023
2024
2025
2026
2027
Thereafter
Total
Amount
2,763
2,759
2,728
1,024
212
1,092
10,578
$
$
Note 10 -- Other Assets
The following table summarizes the Company’s other assets:
Benefits receivable related to retrospective reinsurance contracts
Reimbursement receivable under TPA service
Prepaid expenses
Deposits
Lease acquisition costs, net
Other
Total other assets
December 31,
2022
2021
$
$
16,317 $
5,445
2,826
491
832
5,760
31,671 $
3,064
3,525
2,853
406
505
4,364
14,717
Management reviewed the collectability of the reimbursement receivable under TPA service and other amounts receivable attributable to this
service as of December 31, 2022 and, considering the subsequent collection of reimbursement receivable as well as the balance of funds withheld for
assumed business as of December 31, 2022, determined that an allowance for credit losses is not necessary for the reimbursement receivable under TPA
service or the other amounts receivable attributable to this service.
74
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 11 -- Revolving Credit Facility
The Company has a secured revolving credit agreement (“Credit Agreement”) with Fifth Third Bank that expires on December 31, 2023. On
November 7, 2022, the Company executed the Fourth Amendment to Credit Agreement. Under the terms of this amendment, the maximum debt-to-capital
ratio as defined in the Credit Agreement is set at 67.5% and the borrowing capacity of the line of credit is set at $50,000.
On December 1, 2022, the Company executed the Fifth Amendment to Credit Agreement. Under the terms of this amendment, one of the
Company’s properties was released from the collateral pool and borrowings bear interest at an annual rate equal to the one or three month Secured
Overnight Financing Rate (“SOFR”) plus a ten basis points adjustment plus a margin based on the debt-to-capital ratio. The interest payment is due
quarterly in arrears on January 1, April 1, July 1, and October 1. The Credit Agreement contains affirmative and negative covenants as well as customary
events of default. Under the terms of the Credit Agreement, the Company must comply with certain financial and non-financial covenants and agree to pay
a fee equal to the product of the unused line fee rate and the average of the daily unused available credit balances. The unused line fee rate is determined
based on the debt-to-capital ratio as amended by the Fifth Amendment to Credit Agreement.
In May 2022, the Company repaid the entire credit facility balance of $15,000 and at December 31, 2022 had no borrowings outstanding under
the credit facility. For the years ended December 31, 2022, 2021 and 2020, interest expense was $227, $189 and $501, respectively, including $125, $98
and $158 of amortization of issuance costs, respectively. At December 31, 2022, the Company was in compliance with all required covenants and had
available borrowing capacity of $50,000.
Note 12 -- Long-Term Debt
The following table summarizes the Company’s long-term debt:
4.75% Convertible Senior Notes, due June 1, 2042
4.25% Convertible Senior Notes, due March 1, 2037
3.90% Promissory Note, due through April 1, 2032
3.75% Callable Promissory Note, due through September 1, 2036
4.55% Promissory Note, due through August 1, 2036
Finance lease liabilities, due through October 15, 2024
Total principal amount
Less: unamortized issuance costs
Total long-term debt
December 31,
2022
2021
$
$
172,500 $
23,916
9,072
6,871
4,968
13
217,340
(5,653 )
211,687 $
—
23,916
9,431
7,246
5,225
31
45,849
(345 )
45,504
The following table summarizes future maturities of long-term debt as of December 31, 2022, which takes into consideration the assumption that
the 4.75% Convertible Senior Notes and 4.25% Convertible Senior Notes are repurchased at their respective next earliest call dates:
Due in 12 months following December 31,
2022
2023
2024
2025
2026
Thereafter
Total
75
$
$
1,043
1,075
1,117
1,163
197,627
15,315
217,340
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Information with respect to interest expense related to long-term debt is as follows:
Interest Expense:
Contractual interest
Non-cash expense (a)
Capitalized interest (b)
Total
Years Ended December 31,
2021
2022
2020
$
$
6,835 $
706
—
7,541 $
5,384 $
827
—
6,211 $
7,083
4,247
(97 )
11,233
(a)
Includes amortization of debt discount and issuance costs. Amortization of debt discount discontinued effective January 1, 2021 upon the Company’s
adoption of Accounting Standards Update No. 2020-06 (“ASU 2020-06”) “Debt - Debt with Conversion and Other Options and Derivatives and Hedging -
Contracts in Entity’s Own Equity.”
(b)
Interest was capitalized for construction projects.
Convertible Senior Notes
The Company’s Convertible Senior Notes consist of 4.25% Convertible Senior Notes that mature March 1, 2037 and 4.75% Convertible Senior
Notes that mature June 1, 2042. The 4.25% Convertible Senior Notes were issued in March 2017 with cash interest payable semiannually in arrears on
March 1 and September 1 of each year. In May 2022, the Company issued 4.75% Convertible Senior Notes in a private offering for an aggregate principal
amount of $172,500. The net proceeds of the 4.75% Convertible Senior Notes were $166,486 after $6,014 in related issuance and transaction costs. The
cash interest for the 4.75% Convertible Senior Notes is payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1,
2022. In conjunction with the issuance of the 4.75% Convertible Senior Notes, the Company entered into a share repurchase agreement providing for the
repurchase of shares of the Company’s common stock. See Note 20 -- “Equity” under Share Repurchase Agreement for additional information.
The Convertible Senior Notes rank equally in right of payment to the Company’s existing and future unsecured and unsubordinated obligations.
The Convertible Senior Notes do not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of
indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. The Convertible Senior Notes provide no protection to
the note holders in the event of a fundamental change or other corporate transaction involving the Company except those described in each respective
indenture. The Convertible Senior Notes do not require a sinking fund to be established for the purpose of redemption.
Embedded Conversion Feature
The conversion feature of these Convertible Senior Notes is subject to conversion rate adjustments upon the occurrence of specified events
(including payment of dividends above a specified amount) but will not be adjusted for any accrued and unpaid interest.
4.25% Convertible Senior Notes. When the Company’s cash dividends on common stock exceed $0.35 per share, it will result in adjustments to
the conversion rate of the 4.25% Convertible Senior Notes. Accordingly, as of December 31, 2022, the conversion rate of the Company’s 4.25%
Convertible Senior Notes was 16.5320 shares of common stock for each $1 in principal amount, which was the equivalent of approximately $60.49 per
share.
4.75% Convertible Senior Notes. The conversion rate of the 4.75% Convertible Senior Notes is currently 12.4166 shares of common stock for
each $1 in principal amount, which is the equivalent of approximately $80.54 per share.
The holders of the Convertible Senior Notes may convert all or a portion of their convertible senior notes during specified periods prior to each
respective maturity date as follows: (1) during any calendar quarter commencing after the calendar quarter ending on the dates specified in each respective
indenture, if the last reported sale price of the Company’s common stock for at least 20 trading days during the period of 30 consecutive trading days
ending on the last trading day of the immediately preceding calendar quarter is greater than 130% of the conversion price on each applicable trading day;
(2) during the five business-day period after any ten consecutive trading-day period in which the trading price per $1 principal amount of the Convertible
Senior Notes is less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading
day; (3) if specified corporate events, including a change in control, occur; (4) if the respective Convertible Senior Notes are called for redemption,
76
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
at any time prior to the dates specified in each respective indenture; or (5) at any time on the dates or during the periods specified in each respective
indenture.
The note holders who elect to convert their Convertible Senior Notes in connection with a fundamental change as described in the indentures will
be entitled to a “make-whole” adjustment in the form of an increase in the conversion rate. Upon conversion, the Company has options to satisfy its
conversion obligation by paying or delivering cash, shares of its common stock or a combination of cash and shares of its common stock. As of December
31, 2022, none of the conditions allowing the holders of either class of Convertible Senior Notes to convert had been met.
The Company determined that the Convertible Senior Notes’ embedded conversion feature is not a derivative financial instrument and does not
require bifurcation. At issuance of the 4.25% Convertible Senior Notes, which was prior to the adoption of ASU 2020-06 “Debt - Debt with Conversion
and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity,” the Company accounted for the equity component of the embedded
conversion feature as a reduction in the carrying amount of the debt and an increase in additional paid-in capital.
Embedded Redemption Feature – Fundamental Change
The note holders have the right to require the Company to repurchase for cash all or any portion of the Convertible Senior Notes at par prior to
the maturity date should any of the fundamental change events described in the indentures occur. The Company concluded that this embedded redemption
feature is not a derivative financial instrument, does not require bifurcation, and that it is not probable at issuance that any of the specified fundamental
change events will occur. Therefore, this embedded redemption feature is not substantive and will not affect the expected life of the liability.
Embedded Redemption Feature – Put Option of the Note Holder
4.25% Convertible Senior Notes. At the option of the holders of the 4.25% Convertible Senior Notes, the Company is required to repurchase for
cash all or any portion of the 4.25% Convertible Senior Notes at par on March 1, 2022, March 1, 2027 or March 1, 2032. The Company amortized the
issuance costs associated with the 4.25% Convertible Senior Notes over the period from March 3, 2017 to March 1, 2022. The debt issuance costs for the
4.25% Convertible Senior Notes had been fully amortized as of February 2022.
4.75% Convertible Senior Notes. At the option of the holders of the 4.75% Convertible Senior Notes, the Company is required to repurchase for
cash all or any portion of the 4.75% Convertible Senior Notes at par on June 1, 2027, June 1, 2032 or June 1, 2037. The Company amortizes the issuance
costs associated with the 4.75% Convertible Senior Notes over the period from May 23, 2022 to June 1, 2027. As of December 31, 2022, the remaining
amortization period of the debt issuance costs was expected to be 4.4 years for the 4.75% Convertible Senior Notes.
The Company concluded that this embedded feature is not a derivative financial instrument and does not require bifurcation. Due to this
provision, the Company determined that it is appropriate to amortize the debt issuance costs from the date each debt is issued to the earliest date at which
the holders of the respective Convertible Senior Notes can demand payment.
The effective interest rate for the 4.75% Convertible Senior Notes, taking into account both cash and non-cash components, approximates 5.6%.
Had a 20-year term been used for the amortization of the issuance costs of the 4.75% Convertible Senior Notes, the annual effective interest rate charged to
earnings would have decreased to approximately 5.0%.
Promissory Notes
3.90% Promissory Note
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 May 1, 2020 plus
a final balloon payment of $5,007 including principal and unpaid interest payable on April 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.
77
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
3.75% Callable Promissory Note
The loan bears interest at a fixed annual rate of 3.75% and is collateralized by a retail shopping center in Sorrento, Florida and the lease
agreements associated with this property. Approximately $53 of principal and interest is payable in 240 monthly installments. The promissory note may be
repaid in full as long as the Company provides at least 60 days’ written notice and pays a prepayment premium as specified in the loan agreement. In
addition, the lender may require full payment of the outstanding principal and unpaid interest on September 1, 2031 provided a written notice of its
intention to call the note is given at least six months in advance.
4.55% Promissory Note
The loan agreement is secured by commercial real estate in Tampa, Florida and an associated lease agreement. The loan bears interest at a fixed
annual rate of 4.55%. Approximately $41 of principal and interest is payable in 216 monthly installments. The promissory note may be repaid in full or in
part after September 1, 2020 as long as the Company provides at least 30 days’ written notice and pays a prepayment consideration as specified in the loan
agreement.
Note 13 -- Reinsurance
Reinsurance obtained from other insurance companies
The Company cedes a portion of its homeowners’ insurance exposure to other entities under catastrophe excess of loss reinsurance contracts and
a portion of its flood insurance exposure under 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 and a profit commission equal to 10% of net profit.
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 of each year. The Company purchases reinsurance each year taking into consideration probable
maximum losses and reinsurance market conditions.
The impact of the reinsurance contracts on premiums written and earned is as follows:
Premiums Written:
Direct
Assumed
Gross written
Ceded
Net premiums written
Premiums Earned:
Direct
Assumed
Gross earned
Ceded
Net premiums earned
Years Ended December 31,
2021
2022
2020
$
$
$
$
713,103 $
12,916
726,019
(261,144 )
464,875 $
651,455 $
73,261
724,716
(261,144 )
463,572 $
545,441 $
128,948
674,389
(199,741 )
474,648 $
478,546 $
98,498
577,044
(199,741 )
377,303 $
459,615
44,539
504,154
(153,458 )
350,696
412,999
2,919
415,918
(153,458 )
262,460
During the years ended December 31, 2022, 2021, and 2020, ceded losses of $812,623, $40,432, and $9,413, respectively, were recognized as
reductions in losses and loss adjustment expenses. Ceded losses related to Hurricane Ian, Hurricane Irma, Tropical Storm Eta, and other catastrophe and
non-catastrophe claims were $782,071, $20,000, $10,483, and $69, respectively, for 2022. For 2021, ceded losses related to Hurricane Irma, Hurricane
Sally, and other non-catastrophe claims were $32,144, $4,434, and $3,854,
78
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
respectively. Ceded losses related to Hurricane Irma, Hurricane Michael, Hurricane Sally, and other non-catastrophe claims were $362, $4,000, $88, and
$4,963, respectively, for 2020. At December 31, 2022 and 2021, there were 45 and 55 reinsurers, respectively, participating in the Company’s reinsurance
program. Total net amounts recoverable and receivable from reinsurers at December 31, 2022 and 2021 were $688,359 and $76,650, respectively.
Approximately 65.6% of the reinsurance recoverable balance at December 31, 2022 was receivable from three reinsurers, one of which was the Florida
Hurricane Catastrophe Fund, a tax-exempt 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 an increase in credit loss expense of $364 for the year ended December 31, 2022.
Allowances for credit losses related to the reinsurance recoverable balance were $454 and $90 at December 31, 2022 and 2021, respectively.
Due to Hurricane Ian, the Company’s first event reinsurance coverage for flood losses was exhausted, and accordingly, the Company can no
longer cede additional flood losses from Hurricane Ian to reinsurers. As a result, the Company elected to pay reinstatement premiums of $6,684 to the
reinsurers to restore the full amount of coverage. The unamortized first event reinsurance premiums of $3,306 were written off and charged to premiums
ceded during the fourth quarter of 2022. See Note 14 -- “Losses and Loss Adjustment Expenses” for more information about the flood losses attributable to
Hurricane Ian.
One of the existing reinsurance contracts includes retrospective provisions that adjust premiums in the event losses are minimal or zero. Prior to
June 1, 2022, there were two reinsurance contracts with retrospective provisions. As a result of Hurricane Ian, the balance of previously accrued benefits
under the multi-year reinsurance contract with retrospective provisions was decreased by $12,600 in September 2022. For the years ended December 31,
2022, 2021 and 2020, the Company recognized reductions in premiums ceded of $18,710, $10,864 and $15,120, respectively. See Note 23 --
“Commitments and Contingencies” for additional information.
Amounts receivable pursuant to retrospective provisions are reflected in other assets. At December 31, 2022 and 2021, other assets included
$16,317 and $3,064, respectively. In October 2022, the Company received $5,457 of premium refund under the Company’s previous two multi-year
reinsurance contracts which were commuted effective May 31, 2022. Management believes the credit risk associated with the collectability of these
accrued benefits is minimal as the amount receivable is concentrated with one reinsurer with a good credit rating and the Company monitors the
creditworthiness of this reinsurer based on available information about the reinsurer’s financial condition.
Reinsurance provided to other insurance companies
For the year ended December 31, 2022, $27,488 of assumed premiums written related to the Northeast Region’s insurance policies were
derecognized, which primarily resulted from the return of the unearned portion of assumed written premiums subsequent to the Company’s renewal and/or
replacement of insurance policies in Massachusetts and New Jersey, whereas for the year ended December 31, 2021, assumed premiums written related to
the Northeast Region’s insurance policies were $93,607. At December 31, 2022, the Company had a net balance of $1,581 due to United related to the
Northeast Region, consisting of payable on paid losses and loss adjustment expenses of $1,000 and ceding commission payable of $581. At December 31,
2021, the Company had a net balance of $4,486 due to United related to the Northeast Region, consisting of payable on paid losses and loss adjustment
expenses of $4,017 and ceding commission payable of $535, offset by premiums receivable of $66. Effective December 30, 2022, the Company’s quota
share reinsurance agreement to provide 100% reinsurance on United’s policies in the Northeast Region was commuted.
Effective December 31, 2021, the Company entered into a separate agreement to provide 85% quota share reinsurance on United’s personal lines
insurance policies in the states of Georgia, South Carolina and North Carolina through May 31, 2022. Effective June 1, 2022, the Company entered into a
new agreement to provide 100% quota share reinsurance on United’s personal lines insurance policies in the Southeast Region. For the years ended
December 31, 2022 and 2021, assumed premiums written related to the Southeast Region’s insurance policies were $40,404 and $35,341, respectively. At
December 31, 2022, the Company had a net balance of $7,521 due to United related to the Southeast Region, consisting of payable on paid losses and loss
adjustment expenses of $7,606 and ceding commission payable of $16, offset by premiums receivable of $101. At December 31, 2021, there was an
amount receivable from United of $23,325 related to the Southeast Region, net of a ceding commission of $8,835 and a catastrophe cost allowance of
$3,181.
At December 31, 2022 and 2021, the balance of funds withheld for assumed business related to the Company’s quota share reinsurance
agreements with United was $48,772 and $73,716, respectively.
The ratio of assumed premiums earned to net premiums earned for the years ended December 31, 2022, 2021 and 2020 was 15.80%, 26.11%,
and 1.11%, respectively.
79
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 14 -- Losses and Loss Adjustment Expenses
The Company establishes reserves for the estimated total unpaid costs of losses including LAE. Loss and LAE reserves reflect management’s
best estimate of the total cost of (i) claims that have been incurred, but not yet paid in full, and (ii) claims that have been incurred but not yet reported to the
Company (“IBNR”). Reserves established by management represent an estimate of the outcome of future events and, as such, cannot be considered an
exact calculation of our liability. Rather, loss and LAE reserves represent management’s best estimate of the Company’s liability based on the application
of actuarial techniques and other projection methodologies and taking into consideration other facts and circumstances known at the balance sheet date. The
process of establishing loss and LAE reserves is complex and inherently imprecise, as it involves the estimation of the outcome of future uncertain events.
The impact of both internal and external variables on ultimate losses and LAE costs is difficult to estimate. In determining loss and LAE reserves, the
Company gives careful consideration to all available data and actuarial analyses.
When a claim is reported to the Company, the claims personnel establish a “case reserve” for the estimated amount of the ultimate amount
payable to settle the claim. This estimate reflects an informed judgment based upon general insurance reserving practices and on the experience and
knowledge of the claims adjuster. The individual estimating the reserve considers the nature and value of the specific claim, the severity of injury or
damage, location, and the policy provisions relating to the type of loss. Case reserves are adjusted as more information becomes available. It is the
Company’s policy to settle each claim as expeditiously as possible.
Reserves are closely monitored and are recalculated periodically using the most recent information on reported claims and a variety of actuarial
techniques. Specifically, claims management personnel complete weekly and ongoing reviews of existing case reserves, new claims, changes to existing
case reserves, and paid losses with respect to the current and prior years. As the Company continues to expand historical data regarding paid and incurred
losses, the data is used to develop expected ultimate loss and LAE ratios, then these expected loss and LAE ratios are applied to earned premium to derive a
reserve level for each line of business. In connection with the determination of these reserves, other specific factors such as recent weather-related losses,
trends in historical reported and paid losses, and litigation and judicial trends regarding liability will also be considered. Therefore, the loss ratio method,
among other methods, is used to project an ultimate loss expectation, and then the related loss history must be regularly evaluated and loss expectations
updated, with the possibility of variability from the initial estimate of ultimate losses.
The Company maintains IBNR reserves to provide for claims that have been incurred but have not been reported and subsequent development on
reported claims. The IBNR reserve is determined by estimating the Company’s ultimate net liability for both reported and unreported claims and then
subtracting the case reserves and payments made to date for reported claims.
Loss and LAE Reserve Estimation Methods. The Company applies the following general methods in projecting reserves for losses and LAE:
•
•
•
•
•
•
•
•
Reported loss development;
Paid loss development;
Paid Bornhuetter-Ferguson method;
Reported Experience-Modified Bornhuetter-Ferguson method;
Paid Experience-Modified Bornhuetter-Ferguson method;
Loss ratio method;
Several variations of the Frequency-Severity method, depending on exposure; and
A factor load to loss and allocated LAE reserves for the unallocated LAE.
80
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Selected reserves are based on a review of the indications from these methods as well as other considerations such as emergence since the most
recent evaluation and number of open claims for a given accident period.
Currently, the estimated ultimate liability is calculated using the principles and procedures described above, which are applied to the lines of
business written. However, because the establishment of loss and LAE reserves is an inherently uncertain process, ultimate losses and LAE may exceed the
established loss and LAE reserves and have a material, adverse effect on our results of operations and financial condition. Changes in estimates, or
differences between estimates and amounts ultimately paid, are reflected in the operating results of the period during which such adjustments are made.
The Company’s reported results, financial position and liquidity would be affected by likely changes in key assumptions that determine the net
loss reserves. However, it is believed that a reasonably likely increase or decrease in the severity of claims could impact our net loss reserves.
Activity in the liability for losses and LAE is summarized as follows:
Net balance, beginning of year*
Incurred, net of reinsurance, related to:
Current year
Prior years
Total incurred, net of reinsurance
Paid, net of reinsurance, related to:
Current year
Prior years
Total paid, net of reinsurance
Net balance, end of year
Add: reinsurance recoverable before allowance for credit losses
Gross balance, end of year
Years Ended December 31,
2021
2022
2020
$
172,410 $
141,065 $
98,174
330,836
40,627
371,463
199,888
27,637
227,525
(169,641 )
(127,686 )
(297,327 )
246,546
617,219
863,765 $
(95,809 )
(100,371 )
(196,180 )
172,410
64,755
237,165 $
$
158,236
1,800
160,036
(71,772 )
(45,373 )
(117,145 )
141,065
71,104
212,169
* Net balance represents beginning-of-year liability for unpaid losses and LAE less beginning-of-year reinsurance recoverable for unpaid losses and LAE.
The establishment of loss and LAE reserves is an inherently uncertain process and changes in loss and LAE reserve estimates are expected as
these estimates are subject to the outcome of future events. Changes in estimates, or differences between estimates and amounts ultimately paid, are
reflected in the operating results of the period during which such adjustments are adjusted. During the year ended December 31, 2022, the Company
recognized losses related to prior years of $40,627 primarily to increase reserves in response to increased litigation.
On September 28, 2022, Hurricane Ian made landfall in southwestern Florida as a dangerous, high-end Category 4 storm. After crossing the
Florida peninsula, it made a second landfall on September 30, 2022 in coastal South Carolina. Gross losses and LAE related to Hurricane Ian were
estimated at $847,500 for all insurance lines of business, including $452,050 for HCPCI Insurance Operations and $395,450 for TypTap. After reinsurance
recoveries, losses and LAE retained by the Company were approximately $65,300 for the year ended December 31, 2022. Of the total losses and LAE
retained by the Company, $7,000 was attributable to flood losses exceeding the maximum amount of coverage
81
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
provided by reinsurers. As a result, the Company will be responsible for covering additional losses if the flood ultimate losses are later revised upward.
Losses and LAE for the 2022 loss year included net estimated losses of approximately $81,651 related to United policies assumed, renewed and/or replaced
and $6,500 related to Hurricane Nicole.
The following is information about incurred and paid claims development as of December 31, 2022, net of reinsurance, as well as cumulative
claim frequency and the total of incurred-but-not-reported liabilities plus expected development on reported claims included within the net incurred claims
amounts. The information about incurred and paid claims development for the years ended December 31, 2015 to 2013 is presented as supplementary
information and is unaudited.
Homeowners Multi-peril and Dwelling Fire Insurance (a)
Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Years Ended December 31,
2013
2014
2015
$ 67,579
$ 69,932
$ 69,906
$
2016
72,01
5
84,91
2017
71,60
4
88,05
$
2018
73,76
3
90,08
2019
74,04
3
92,45
$
2020
74,54
3
92,94
2021
74,54
3
93,18
$
$
$
As of December 31, 2022
Total of
IBNR Plus
Expected
Development
Reported
2022
Claims
Cumulative
Number of
Reported
Claims
(Not in
Dollar
Amounts)
(b)
$
74,454 $
14
7,009
—
75,810
81,773
7
3
4
4
5
1
93,358
372
7,661
—
—
—
—
—
—
—
—
—
78,017
2
3
72
49
87
35
103,671
266
7,665
90,90
96,17
101,2
102,1
102,5
103,1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
81,44
90,87
92,68
92,98
92,75
92,33
6
9
4
6
2
3
92,738
371
6,936
91,44
88,93
89,65
90,95
90,87
—
3
7
2
8
7
90,652
1,265
5,776
—
—
6
6
3
4
82,816
3,569
4,771
79,43
83,97
83,12
83,23
—
—
—
7
8
1
99,754
7,916
5,401
95,46
94,01
96,82
—
—
—
—
86
49
159,758
15,460
8,253
126,0
133,3
—
—
—
—
—
—
—
—
—
—
64
—
187,1
186,606
263,626
1,247,43
44,550
127,833
11,754
12,563
$
3
Year
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Total
82
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Years Ended December 31,
2013
$ 40,240
2014
$ 57,374
2015
$ 64,257
2016
$ 68,106
—
—
—
—
—
—
—
—
—
47,650
—
—
—
—
—
—
—
—
68,897
50,939
—
—
—
—
—
—
—
77,712
76,042
51,663
—
—
—
—
—
—
2017
$ 70,224
82,463
87,784
73,037
43,039
—
—
—
—
—
2018
$ 72,492
87,125
95,179
83,311
66,996
41,014
—
—
—
—
2019
$ 73,420
90,707
99,200
89,144
78,808
63,958
47,471
—
—
—
2020
$ 73,986
92,264
101,424
90,989
83,383
71,809
70,182
56,173
—
—
Year
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Total
All outstanding liabilities before 2013, net of reinsurance
Liabilities for loss and LAE, net of reinsurance
2021
$ 74,260
92,924
102,486
92,001
86,364
76,311
81,941
108,388
85,895
—
$
2022
74,440
92,986
103,405
92,367
89,387
79,247
91,839
144,298
142,054
135,793
1,045,81
6
10
$ 201,627
$
(a)
(b)
Excludes losses from Wind-only insurance (2013 through 2022) and any hurricane and storm events prior to 2022.
The cumulative number of reported claims is measured as the number of per-policyholder, per-event claims for all coverages regardless of whether the claim results
in loss or expense to the Company.
83
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Homeowners Wind-only Insurance (a) *
Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Years Ended December 31,
Total of
IBNR Plus
Expected
Development
Reported
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Claims
Cumulative
Number of
Reported
Claims
(Not in
Dollar
Amounts)
(b)
As of December 31, 2022
$
$
—
—
—
—
—
—
—
—
$
—
—
—
—
—
—
—
—
$
308
—
—
—
—
—
—
—
401
1,005
—
—
—
—
—
—
$
569 $
1,314
1,529
—
—
—
—
—
692
1,814
1,119
798
—
—
—
—
923
792
582 $
582 $
605 $
$
582 $
1,853 1,837 2,255 1,948
991
815
708 1,061 1,109 1,226
1,132 1,501 1,833 2,359
— 1,621 1,970 3,386
682 1,257
—
— 1,284
$ 13,033
—
—
—
—
4
199
302
589
951
458
580
100
228
157
137
154
193
114
122
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Years Ended December 31,
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
$
$
—
—
—
—
—
—
—
—
— $
—
—
—
—
—
—
—
156 $
—
—
—
—
—
—
—
332 $
689
—
—
—
—
—
—
465 $
582 $
582 $
582 $
582 $
1,155
484
—
—
—
—
—
1,405
786
216
—
—
—
—
1,772
789
607
828
—
—
—
1,821
792
745
1,290
567
—
—
1,843
792
899
1,451
1,461
415
—
$
$
582
1,944
792
925
1,770
2,435
799
704
9,951
3,082
Year
2015
2016
2017
2018
2019
2020
2021
2022
Total
Year
2015
2016
2017
2018
2019
2020
2021
2022
Total
Liabilities for loss and LAE, net of reinsurance
* The Company began writing Homeowners Wind-only insurance in 2015.
(a)
(b)
Excludes losses from multi-peril and dwelling fire insurance (2013 through 2022) and any hurricane and storm events prior to 2022.
The cumulative number of reported claims is measured as the number of per-policyholder, per-event claims for all coverages regardless of whether the claim results
in loss or expense to the Company.
84
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Losses Specific to Any Hurricane and Storm Events prior to 2022
As of December 31, 2022
Cumulativ
e
Number of
Reported
Claims
(Not in
Dollar
Amounts)
(b)
Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Years Ended December 31,
Total of
IBNR Plus
Expected
Development
Reported
2013
2014
2015
$ —
$ —
$ —
$
2016
21,41
4
2017
2018
2019
2020
2021
27,63
2022
Claims
$ 24,126 $ 26,211 $ 28,133 $ 27,634 $
4 $ 27,634 $
488
2,420
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
53,602 54,080 53,557 53,624
8 53,636
2
21,776
53,62
—
—
—
—
—
— 16,543 16,532 16,532
—
—
—
—
16,53
2 16,476
—
—
—
—
1,719
144
46,28
—
—
— 30,264
4 55,235
8,179
3,291
—
—
—
—
—
—
—
—
9 13,000
—
—
384
2,597
—
11
11,68
165,98
$
1
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Years Ended December 31,
2013
2014
2015
2016
2017
2018
2019
2020
2021
$
$
—
—
—
—
—
—
—
— $
—
—
—
—
—
—
— $ 12,227 $ 20,025 $ 23,316 $ 25,849 $ 26,098 $ 26,807 $
—
—
—
—
—
—
53,216
16,477
—
34,771
9,323
—
47,524
15,992
—
—
—
—
47,514
13,391
—
—
—
—
43,905
—
—
—
—
—
49,425
16,436
—
14,964
—
—
—
—
—
—
—
—
2022
27,146
53,634
16,476
—
47,056
12,616
—
$ 156,928
9,053
$
Total
Liabilities for loss and LAE, net of reinsurance
(b)
The cumulative number of reported claims is measured as the number of per-policyholder, per-event claims for all coverages regardless of whether the claim results
in loss or expense to the Company.
85
Year
2016
2017
2018
2019
2020
2021
2022
Total
Year
2016
2017
2018
2019
2020
2021
2022
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Losses Specific to Hurricane Ian (2022)
Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Years Ended December 31,
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
As of December 31, 2022
Total of
IBNR Plus
Expected
Development
Reported
Claims
Cumulative
Number of
Reported
Claims
(Not in Dollar
Amounts) (b)
$
—
$
—
$
—
$
—
$ — $ — $ — $ — $ — $ 65,325 $
32,327
12,861
$ 65,325
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Years Ended December 31,
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Total
Liabilities for loss and LAE, net of reinsurance
$ — $ — $ — $ — $ — $ — $ — $ — $ — $ 32,998
$ 32,998
$ 32,327
Year
2022
Total
Year
2022
(b)
The cumulative number of reported claims is measured as the number of per-policyholder, per-event claims for all coverages regardless of whether the claim results
in loss or expense to the Company.
86
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
The reconciliation of the net incurred and paid loss development tables to the liability for losses and loss adjustment expenses is as follows:
Net outstanding liabilities
Homeowners multi-peril and dwelling fire insurance
Homeowners Wind-only insurance
Losses specific to any hurricane and storm events prior to 2022
Losses specific to Hurricane Ian (2022)
Other short-duration insurance lines
Liabilities for unpaid losses and loss adjustment expenses, net of
reinsurance
Reinsurance recoverables
Total gross liability for unpaid losses and loss adjustment expenses
December 31,
2022
2021
$
$
201,627 $
3,082
9,053
32,327
457
246,546
617,219
863,765 $
155,147
1,911
15,172
—
180
172,410
64,755
237,165
The following is supplementary and unaudited information about average historical claims duration as of December 31, 2022:
Average Annual Percentage Payout of Incurred
Losses
by Age, Net of Reinsurance
Years
Homeowners multi-peril and dwelling fire
insurance
Homeowners Wind-only insurance
Other short-duration insurance lines
Losses specific to any hurricane and storm
events prior to 2022
Losses specific to Hurricane Ian (2022)
1
2
3
4
5
6
7
8
9
10
48.1 % 22.4 %
31.2 % 23.6 % 12.7 % 7.4 % 0.1 % 0.2 % 0.8 % 0.0 %
55.7 % 24.7 %
8.9 % 3.6 % 0.2 % 1.1 % 0.4 % 0.0 % 0.0 % 0.0 %
*
2.0 % 0.0 % 0.0 % 0.0 % 0.0 % — — —
*
9.9 % 2.7 % 2.5 % 0.7 % 0.2 % — — —
56.5 % 22.0 %
50.5 % — — — — — — — — —
* The Company began writing Homeowners Wind-only insurance in 2015.
87
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 15 -- Segment Information
The Company identifies its operating divisions based on managerial emphasis, organizational structure and revenue source. In the first quarter of
2021, the Company reorganized its operations to focus on specific business segments, resulting in the creation of TTIG with a separate workforce, board of
directors and financial reporting structure. Companies under TTIG include TypTap, TypTap Management Company, Exzeo USA, Inc., and Cypress Tech
Development Company, Inc., the parent company of an India company, Exzeo Software Private Limited. TTIG and its subsidiaries are considered a new
reporting segment known as TypTap Group. The Company has four reportable segments: HCPCI insurance operations, TypTap Group, real estate
operations, and corporate and other. Due to their economic characteristics, the Company’s property and casualty insurance division and reinsurance
operations, excluding the insurance operations under TypTap Group, are grouped together into one reportable segment under HCPCI insurance operations.
The TypTap Group segment includes its property and casualty insurance operations, information technology operations and its management company’s
activities. 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 and any 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 years ended December 31, 2022, 2021 and 2020, revenues from the HCPCI insurance operations segment before intracompany
elimination represented 66.1%, 74.6% and 73.4%, respectively, and revenues from the TypTap Group segment represented 29.9%, 22.7%, and 15.5%,
respectively, of total revenues of all operating segments. At December 31, 2022 and 2021, HCPCI insurance operations’ total assets represented 53.4% and
58.7%, respectively, and TypTap Group’s total assets represented 37.9% and 29.3%, respectively, of the combined assets of all operating segments. See
Note 1 -- “Nature of Operations” for a description of the Company’s operations. The following tables present
88
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
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.
For the Year Ended December 31, 2022
Revenue:
Gross premiums earned (c)
Premiums ceded
Net premiums earned
Net income from investment portfolio
Policy fee income
Gain on involuntary conversion
Gain from remeasurement of contingent liabilities
Other
Total revenue
Expenses:
Losses and loss adjustment expenses
Amortization of deferred policy acquisition costs
Other policy acquisition expenses
Stock-based compensation expense
Interest expense
Depreciation and amortization
Impairment loss
Personnel and other operating expenses
Total expenses
(Loss) income before income taxes
Total revenue from non-affiliates (d)
Gross premiums written
HCPCI
Insurance
Operations
TypTap
Group
Real
Estate (a)
Corporate/
Other (b)
Reclassification/
Elimination
Consolidated
$
439,499
$
(162,112 )
277,387
1,641
2,482
—
585
25,155
307,250
204,549
56,841
2,557
3,879
—
626
652
44,752
313,856
$
$
$
(6,606 ) $
$
$
273,222
377,860
298,215 $
(110,299 )
187,916
3,991
1,797
—
2,532
2,302
198,538
173,828
43,828
1,905
3,512
883
3,185
1,632
31,548
260,321
(61,783 ) $
207,728 $
348,159
— $
—
—
—
—
13,402
—
10,365
23,767
—
—
—
—
892
2,501
—
4,884
8,277
15,490 $
22,413 $
— $
—
—
2,736
—
—
—
3,752
6,488
—
—
—
7,716
6,875
868
—
6,548
22,007
(15,519 ) $
3,937
(12,998 ) $
11,267
(1,731 )
15,739
—
(13,402 )
—
(37,086 )
(36,480 )
(6,914 )
—
(154 )
—
(882 )
(2,401 )
—
(26,129 )
(36,480 )
— $
724,716
(261,144 )
463,572
24,107
4,279
—
3,117
4,488
499,563
371,463
100,669
4,308
15,107
7,768
4,779
2,284
61,603
567,981
(68,418 )
(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 marina business.
(c) Gross premiums earned under HCPCI Insurance Operations consist of $426,501 from HCPCI and $12,998 from a reinsurance company.
(d) Represents amounts before reclassification of certain revenue and expenses to conform with an insurance company’s presentation.
89
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
For the Year Ended December 31, 2021
Revenue:
Gross premiums earned (c)
Premiums ceded
Net premiums earned
Net income from investment portfolio
Policy fee income
Other
Total revenue
Expenses:
Losses and loss adjustment expenses
Amortization of deferred policy acquisition costs
Other policy acquisition expenses
Stock-based compensation expense
Interest expense
Depreciation and amortization
Debt conversion expense
Personnel and other operating expenses
Total expenses
Income (loss) before income taxes
Total revenue from non-affiliates (d)
Gross premiums written
$
$
$
$
HCPCI
Insurance
Operations
TypTap
Group
Real
Estate (a)
Corporate/
Other (b)
Reclassification/
Elimination
Consolidated
404,362
$
(140,902 )
263,460
8,130
2,794
6,356
280,740
147,198
56,470
2,851
3,553
—
86
—
20,647
230,805
49,935
277,333
426,910
$
$
$
175,907 $
(61,534 )
114,373
1,306
1,201
1,606
118,486
80,863
30,493
4,100
3,380
113
1,336
—
28,357
148,642
(30,156 ) $
119,703 $
247,479
— $
—
—
—
—
12,226
12,226
—
—
—
—
1,202
2,319
—
4,424
7,945
4,281 $
10,872 $
— $
—
—
6,613
—
1,794
8,407
—
—
—
6,821
5,467
884
1,754
6,308
21,234
(12,827 ) $
7,406
(3,225 ) $
2,695
(530 )
4,121
—
(15,535 )
(11,944 )
(536 )
—
—
—
(382 )
(2,441 )
—
(8,585 )
(11,944 )
— $
577,044
(199,741 )
377,303
20,170
3,995
6,447
407,915
227,525
86,963
6,951
13,754
6,400
2,184
1,754
51,151
396,682
11,233
(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 marina business.
(c) Gross premiums earned under HCPCI Insurance Operations consist of $401,137 from HCPCI and $3,225 from a reinsurance company.
(d) Represents amounts before reclassification of certain revenue and expenses to conform with an insurance company’s presentation.
90
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
For the Year Ended December 31, 2020
Revenue:
Gross premiums earned (c)
Premiums ceded
Net premiums earned
Net income from investment portfolio
Policy fee income
Gain on involuntary conversion
Other
Total revenue
Expenses:
Losses and loss adjustment expenses
Amortization of deferred policy acquisition costs
Other policy acquisition expenses
Stock-based compensation expense
Interest expense
Depreciation and amortization
Loss on repurchases of convertible senior notes
Loss on extinguishment of debt
Personnel and other operating expenses
Total expenses
Income (loss) before income taxes
Total revenue from non-affiliates (d)
Gross premiums written
$
$
$
$
HCPCI
Insurance
Operations
TypTap
Group
Real
Estate (a)
Corporate/
Other (b)
Reclassification/
Elimination
Consolidated
342,764
$
(130,318 )
212,446
6,423
2,702
—
1,768
223,339
125,977
35,410
3,496
1,645
—
85
—
—
17,778
184,391
38,948
221,633
399,299
$
$
$
78,836 $
(28,822 )
50,014
793
820
—
100
51,727
34,059
13,715
1,865
1,808
2
1,102
—
—
15,637
68,188
(16,461 ) $
52,807 $
104,855
— $
—
—
3
—
36,969
9,502
46,474
—
—
—
—
1,947
2,526
—
98
5,388
9,959
36,515 $
44,709 $
— $
—
—
15
—
—
1,948
1,963
—
—
—
4,680
10,709
634
150
—
7,864
24,037
(22,074 ) $
640
(5,682 ) $
5,682
—
(1,602 )
—
—
(11,464 )
(13,066 )
—
—
—
—
(924 )
(2,494 )
—
—
(9,648 )
(13,066 )
— $
415,918
(153,458 )
262,460
5,632
3,522
36,969
1,854
310,437
160,036
49,125
5,361
8,133
11,734
1,853
150
98
37,019
273,509
36,928
(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) Gross premiums earned under HCPCI Insurance Operations consist of $337,082 from HCPCI and $5,682 from a reinsurance company.
(d) Represents amounts before reclassification of certain revenue and expenses to conform with an insurance company’s presentation.
91
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
The following table presents segment assets reconciled to the Company’s total assets on the consolidated balance sheets:
Segments:
HCPCI Insurance Operations
TypTap Group
Real Estate Operations
Corporate and Other
Consolidation and Elimination
Total assets
92
December 31,
2022
2021
$
$
912,233 $
704,429
126,001
159,378
(98,713 )
1,803,328 $
676,509
369,600
127,651
65,349
(62,252 )
1,176,857
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 16 -- Leases
The table below summarizes the Company’s ROU assets and corresponding liabilities for operating and finance leases:
Operating leases:
ROU assets
Liabilities
Finance leases:
ROU assets
Liabilities
December 31,
2022
2021
$
$
$
$
777 $
721 $
80 $
13 $
2,204
2,203
86
31
The Company’s lease of office space in India for its information technology operations expired in January 2022 and a new lease agreement was
entered into effective February 2022 with an initial term of nine years.
In December 2022, the Company notified the FDOT of the election to terminate one of the operating leases for office space effective January 31,
2023, resulting in a derecognition of the ROU assets and its corresponding liabilities by $553.
The following table summarizes the Company’s operating and finance leases in which the Company is a lessee:
Class of Assets
Operating lease:
Office equipment
Office space
Finance lease:
Office equipment
Initial Term
Renewal
Option
Other Terms and
Conditions
1 to 51 months
3 to 9 years
Yes
Yes
(a), (b)
(b), (c)
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.
As of December 31, 2022, maturities of lease liabilities were as follows:
Due in Year
2023
2024
2025
2026
2027
Thereafter
Total lease payments
Less: interest
Total lease obligations
Leases
Operating
Finance
$
$
110 $
91
96
101
106
361
865
144
721 $
11
2
—
—
—
—
13
—
13
93
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
The following table provides quantitative information with regards to the Company’s operating and finance leases:
Lease costs:
Finance lease costs:
Amortization – ROU assets*
Interest expense
Operating lease costs*
Short-term lease costs*
Total lease costs
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows – finance leases
Operating cash flows – operating leases
Financing cash flows – finance leases
Weighted-average remaining lease term:
Finance leases (in years)
Operating leases (in years)
Weighted-average discount rate:
Finance leases (%)
Operating leases (%)
Years Ended December 31,
2022
2021
$
$
$
$
$
16 $
1
1,219
408
1,644 $
1 $
1,194 $
18 $
19
1
1,622
348
1,990
1
1,626
19
December 31, 2022
1.1
7.9
3.4 %
4.5 %
*
Included in other operating expenses on the consolidated statements of income.
The following table summarizes the Company’s operating leases in which the Company is a lessor:
Class of Assets
Operating lease:
Office space
Retail space
Boat docks/wet slips
(e) There are no purchase options.
Note 17 -- Income Taxes
A summary of income tax (benefit) expense is as follows:
Current:
Federal
State
Foreign
Total current taxes
Deferred:
Federal
State
Foreign
Total deferred taxes
Income tax (benefit) expense
Initial Term
1 to 3 years
3 to 20 years
1 to 12 months
Renewal
Option
Other Terms
and Conditions
Yes
Yes
Yes
(e)
(e)
(e)
Years Ended December 31,
2021
2022
2020
$
$
(3,853 ) $
(275 )
194
(3,934 )
(7,828 )
(2,023 )
(30 )
(9,881 )
(13,815 ) $
2,332 $
415
102
2,849
489
653
—
1,142
3,991 $
1,089
30
106
1,225
6,694
1,436
(7 )
8,123
9,348
94
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
The reasons for the differences between the statutory federal income tax rate and the effective tax rate are summarized as follows:
Income taxes at statutory rate
(Decrease) increase in income taxes
resulting from:
State income taxes, net of federal
tax benefits
Effects of tax rate changes
Stock-based compensation
Non-deductible executive compensation
Change in valuation allowance
Other
Income tax (benefit) expense
$
2022
Years Ended December 31,
2021
2020
Amount
%
Amount
%
Amount
%
$
(14,368 )
21.0 $
2,359
21.0 $
7,755
21.0
(2,812 )
—
(431 )
1,252
2,549
(5 )
(13,815 )
4.1
—
0.6
(1.8 )
(3.7 )
—
20.2 $
402
437
(298 )
1,008
—
83
3,991
3.6
3.9
(2.7 )
9.0
—
0.7
35.5 $
1,364
—
(296 )
757
—
(232 )
9,348
3.7
—
(0.8 )
2.0
—
(0.6 )
25.3
The Company has no uncertain tax positions or unrecognized tax benefits that, if recognized, would impact the effective income tax rates for the
years ended December 31, 2022, 2021, and 2020. The tax returns filed for the years ending December 31, 2021, 2020, and 2019 remain subject to
examination by the Company’s major taxing jurisdictions. The Company elected to classify interest and penalties, if any, arising from uncertain tax
positions as income tax expense as permitted by current accounting standards. There have been no material amounts of interest or penalties for the years
ended December 31, 2022, 2021 and 2020.
For the year ended December 31, 2022, the Company recorded $13,815 of income tax benefit resulting in an effective tax rate of 20.2%. For the
years ended December 31, 2021 and 2020, the Company recorded income tax expense of $3,991 and $9,348, respectively, resulting in effective tax rates of
35.5% and 25.3%, respectively. The decrease in the effective tax rate in 2022 as compared with 2021 was primarily attributable to a valuation allowance
established as of December 31, 2022 and an increase in non-deductible compensation expense related to restricted stock and stock options granted to
certain executives.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
95
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Significant components of the Company’s net deferred income tax liabilities are as follows:
$
Deferred tax assets:
Net operating loss carryforwards
Unearned premiums
Losses and loss adjustment expenses
Stock-based compensation
Prepaid expenses
Unearned revenue
Net unrealized investment losses
Basis difference related to convertible senior notes
Accrued expenses
Credit losses
Organizational costs
Bad debt reserve
Other
Total deferred tax assets
Valuation allowance
Total deferred tax assets, net of valuation allowance
Deferred tax liabilities:
Gain on involuntary conversion
Deferred policy acquisition costs
Intangible assets
Basis difference related to partnership investments
Prepaid expenses
Net unrealized investment gains
Property and equipment
Other
Total deferred tax liabilities
Net deferred tax liabilities
$
December 31,
2022
2021
13,883 $
12,588
3,013
1,570
—
426
428
300
163
244
128
44
85
32,872
(2,549 )
30,323
(12,500 )
(12,156 )
(1,878 )
(2,942 )
(703 )
—
(1,515 )
(333 )
(32,027 )
(1,704 ) $
—
14,174
2,591
1,660
658
237
—
169
110
151
102
56
—
19,908
—
19,908
(9,202 )
(15,089 )
(2,450 )
(1,313 )
—
(1,539 )
(1,511 )
(543 )
(31,647 )
(11,739 )
The Company has a federal net operating loss carryforward of $52,494 for the 2022 tax year which will expire on December 31, 2042. The
Company has a state net operating loss carryforward of $65,766 for the 2022 tax year which can be carried forward indefinitely and will never expire.
A valuation allowance must be established for deferred tax assets when it is more likely than not that the deferred tax assets will not be realized
based on available evidence both positive and negative, including recent operating results, available tax planning strategies, and projected future taxable
income. Management concluded that the negative evidence outweighed the positive evidence and therefore a valuation allowance on the Company’s
deferred tax assets is established as of December 31, 2022. The Company did not have a valuation allowance established as of December 31, 2021.
Note 18 -- Earnings Per Share
U.S. GAAP requires the Company to use the two-class method in computing basic earnings (loss) 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 (loss) per share during periods of net income or loss. For a majority-owned subsidiary, its basic and diluted earnings (loss)
per share are first computed separately. Then, the Company’s proportionate share in that majority-owned subsidiary’s earnings is added to the computation
of both basic and diluted earnings (loss) per share at a consolidated level.
96
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
A summary of the numerator and denominator of the basic and diluted earnings per common share is presented below:
Year Ended December 31, 2022
Net loss
Less: Net income attributable to redeemable
noncontrolling interest
Less: TypTap Group’s net loss attributable to
non-HCI common stockholders and TypTap
Group’s participating securities
Net loss attributable to HCI
Less: Loss attributable to participating securities
Basic Loss Per Share:
Loss allocated to common stockholders
Effect of Dilutive Securities: *
Stock options
Convertible senior notes
Warrants
Diluted Loss Per Share:
Loss available to common stockholders and
assumed conversions
Shares in thousands.
(a)
* Convertible senior notes, stock options, and warrants were excluded due to antidilutive effect.
Year Ended December 31, 2021
Net income
Less: Net income attributable to redeemable
noncontrolling interest
Less: TypTap Group’s net loss attributable to
non-HCI common stockholders and TypTap
Group’s participating securities
Net income attributable to HCI
Less: Income attributable to participating securities
Basic Earnings Per Share:
Income allocated to common stockholders
Effect of Dilutive Securities: *
Stock options
Warrants
Diluted Earnings Per Share:
Income available to common stockholders and
assumed conversions
Shares in thousands.
(a)
* Convertible senior notes were excluded due to antidilutive effect.
97
Loss
(Numerator)
Shares (a)
(Denominator
)
Per Share
Amount
$
(54,603 )
(9,106 )
5,198
(58,511 )
3,463
(55,048 )
8,817 $
(6.24 )
—
—
—
—
—
—
$
(55,048 )
8,817 $
(6.24 )
Income
(Numerator)
Shares (a)
(Denominator
)
Per Share
Amount
$
7,242
(7,399 )
2,013
1,856
(24 )
1,832
8,092 $
0.23
—
—
207
281
$
1,832
8,580 $
0.21
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Year Ended December 31, 2020
Net income
Less: Income attributable to participating securities
Basic Earnings Per Share:
Income allocated to common stockholders
Effect of Dilutive Securities:
Stock options
Convertible senior notes
Diluted Earnings Per Share:
Income available to common stockholders and
assumed conversions
(a)
Shares in thousands.
Note 19 -- Redeemable Noncontrolling Interest
Income
(Numerator)
Shares (a)
(Denominato
r)
Per Share
Amount
$
27,580
(1,462 )
26,118
7,351 $
3.55
—
7,705
23
2,320
$
33,823
9,694 $
3.49
On February 26, 2021, TTIG completed a capital investment transaction with a fund associated with Centerbridge Partners, L.P. (collectively, the
“Lead Investor”), a private investment management fund. Under the investment agreement, TTIG issued 9,000,000 voting shares of its Series A-1 Preferred
Stock and 1,000,000 non-voting shares of its Series A-2 Preferred Stock (together “Series A Preferred Stock”), $0.001 par value, at a price of $10 per share
for total proceeds of $100,000. The Company incurred $6,262 of related issuance costs in 2021. In connection with the transaction, the Lead Investor was
granted by HCI warrants to purchase 750,000 shares of HCI’s common stock with an exercise price of $54.40 per share. The warrants valued at $9,217 or
$12.29 per warrant were immediately exercisable and will expire on the fourth anniversary of the date of issuance.
Dividends
Dividends accrue and accumulate from the date of issuance. Cumulative dividends are payable semi-annually in cash or paid-in-kind at TTIG’s
option. Cash dividend rates are $0.50 per share in Year 1, $0.60 per share in Year 2, $0.75 per share in Year 3, and $0.95 per share in Year 4 and thereafter.
The rates for paid-in-kind dividends are $0.60 per share in Year 1 and $0.70 per share in Year 2. In addition, the Series A Preferred Stock will be paid
dividends on an as-converted basis when and if TTIG declares common stock dividends.
Conversion Rights
The holders of TTIG’s Series A Preferred Stock have the right to convert the stock at any time into shares of TTIG’s common stock with an
initial conversion rate of 1 to 1. The conversion rate will be adjusted under certain conditions. Unless converted earlier, all shares of Series A Preferred
Stock will be automatically converted into shares of TTIG’s common stock at the then-applicable conversion rate upon (1) a qualified public offering of
TTIG’s common stock with gross proceeds of not less than $250,000 with a price per share at least equal to 150% of the original purchase price of the
Series A Preferred Stock, or (2) at the election of requisite holders of a majority of TTIG’s Series A Preferred Stock, whichever comes first.
Redemption Rights
On or after the fourth anniversary of the issuance date, TTIG’s Series A Preferred Stock is redeemable at the option of the holders at a price
equal to the greater of (1) $10 per share plus any accrued but unpaid dividends and (2) a fair market value per share
98
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
determined by an independent valuation firm selected by TTIG’s board of directors. Management determined that the redemption was not probable at
December 31, 2022.
Guaranty by HCI
All payment obligations to the holders of TTIG’s Series A Preferred Stock are fully guaranteed by HCI as long as TTIG’s Series A Preferred
Stock is outstanding. As the guarantor, HCI is subject to certain financial covenants.
Liquidation Preference
In the event of any liquidation, the Series A Preferred Stock ranks senior to TTIG’s common stock with respect to distribution rights.
Anti-Dilutive Protection
The holders of TTIG’s Series A Preferred Stock receive protection in the form of a down-round feature which will be triggered in the event that
TTIG issues additional common equivalent shares at an effective price per share less than $10 per share.
The following table summarizes the activity of redeemable noncontrolling interest during the years ended December 31, 2022 and 2021:
Balance at January 1
Initial proceeds from Centerbridge
Increase (decrease):
Proceeds allocated to warrants*
Issuance costs
Issuance costs allocated to warrants*
Accrued cash dividends
Accretion - increasing dividend rates
Dividends paid
Balance at December 31
* Net decrease related to warrants of $8,640.
2022
2021
89,955 $
—
—
—
—
5,842
3,264
(5,508 )
93,553 $
—
100,000
(9,217 )
(6,262 )
577
4,208
3,191
(2,542 )
89,955
$
$
For the years ended December 31, 2022 and 2021, net income attributable to redeemable noncontrolling interest was $9,106 and $7,399,
respectively, consisting of accrued cash dividends of $5,842 and $4,208, respectively, and accretion related to increasing dividend rates of $3,264 and
$3,191, respectively.
Note 20 -- Equity
Stockholders’ Equity
Common Stock
In March 2022, the Company’s Board of Directors authorized a plan to repurchase up to $20,000 of the Company’s common shares before
commissions and fees through December 31, 2022. There was no stock repurchase plan approved by the Board of Directors during 2021. In December
2019, the Board of Directors decided to extend the term of the 2019 stock repurchase plan to March 15, 2020, and in March 2020, the Board approved a
stock repurchase plan to repurchase up to $20,000 of the Company’s common shares before commissions and fees during 2020. The shares may be
purchased for cash in open market purchases, block transactions and privately negotiated transactions in accordance with applicable federal securities laws.
There is no share repurchase plan approved by the Board for 2023.
99
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
During the years ended December 31, 2022 and 2020, the Company repurchased and retired 391,151 and 129,142 shares, respectively, at
weighted average prices per share of $43.61 and $39.93, respectively, under these authorized repurchase plans. The total costs of shares repurchased under
these plans, inclusive of fees and commissions, during the years ended December 31, 2022 and 2020 were $17,070 and $5,161, respectively, or $43.64 and
$39.96 per share, respectively.
On October 13, 2022, the Company’s Board of Directors declared a quarterly dividend of $0.40 per common share. The dividends were paid on
December 16, 2022 to stockholders of record on November 18, 2022.
Warrants
At December 31, 2022, there were warrants outstanding and exercisable to purchase 750,000 shares of HCI common stock at an exercise price of
$54.40. The warrants expire on February 26, 2025.
Share Repurchase Agreement
In conjunction with the issuance of the 4.75% Convertible Senior Notes as described in Note 12 -- “Long-Term Debt” under Convertible Senior
Notes, the Company used $66,853 of the net proceeds to repurchase and retire an aggregate of 1,037,600 shares of its common stock at a price of $64.43
per share from institutional investors.
Prepaid Share Repurchase Forward Contract
In March 2022, the Company’s prepaid share repurchase forward contract with Societe Generale, entered into in conjunction with the 2017
issuance of the 4.25% Convertible Senior Notes, was physically settled with the delivery from Societe Generale of 191,100 shares of HCI’s common stock
to the Company.
Noncontrolling Interests
At December 31, 2022, there were 81,111,913 shares of TTIG’s common stock outstanding, of which 6,111,913 shares were not owned by HCI.
During the years ended December 31, 2022 and 2021, TTIG repurchased and retired a total of 69,876 and 48,901 shares, respectively, of its
common stock surrendered by its employees to satisfy payroll tax liabilities associated with the vesting of restricted shares. The total cost of purchasing
noncontrolling interests during the years ended December 31, 2022 and 2021 was $406 and $55, respectively.
Note 21 -- Stock-Based Compensation
2012 Omnibus Incentive Plan
The Company currently has outstanding stock-based awards granted under the Plan which is currently active and available for future grants. With
respect to the Plan, the Company may grant stock-based awards to employees, directors, consultants, and advisors of the Company. At December 31, 2022,
there were 1,116,205 shares available for grant.
Stock Options
Stock options granted and outstanding under the incentive plan vest over a period of four years and are exercisable over the contractual term of
ten years.
100
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
A summary of the stock option activity for the years ended December 31, 2022, 2021 and 2020 is as follows (option amounts not in thousands):
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Number of
Options
Outstanding at January 1, 2020
340,000 $
43.21
7.9 years $
1,657
Granted
Exercised
Outstanding at December 31, 2020
110,000 $
(10,000 ) $
440,000 $
48.00
6.30
45.25
7.6 years $
3,113
Outstanding at December 31, 2021
440,000 $
45.25
6.6 years $
18,119
Outstanding at December 31, 2022
440,000 $
45.25
5.6 years $
Exercisable at December 31, 2022
357,500 $
44.23
5.3 years $
—
—
The following table summarizes information about options exercised for the years ended December 31, 2022, 2021 and 2020 (option amounts
not in thousands):
Options exercised
Total intrinsic value of exercised options
Tax benefits realized
2022
2021
2020
$
$
—
— $
— $
—
— $
— $
10,000
288
71
For the years ended December 31, 2022, 2021 and 2020, the Company recognized $669, $884 and $1,180, respectively, of compensation expense
which was included in general and administrative personnel expenses. Deferred tax benefits related to stock options were $0, $2 and $76 for the years
ended December 31, 2022, 2021 and 2020, respectively. At December 31, 2022 and 2021, there was $336 and $1,005, 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 1.0 year.
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 year ended December 31, 2020:
Expected dividend yield
Expected volatility
Risk-free interest rate
Expected life (in years)
101
2020
3.48 %
38.68 %
1.63 %
5
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(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 certain 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 stock on the grant date. For awards with market-based conditions, the fair value is determined using a Monte
Carlo simulation method, which calculates many potential outcomes for an award and then establishes fair value based on the most likely outcome.
Information with respect to the activity of unvested restricted stock awards during the years ended December 31, 2022, 2021 and 2020 is as
follows:
Nonvested at January 1, 2020
Granted
Vested
Forfeited
Nonvested at December 31, 2020
Granted
Vested
Cancelled
Forfeited
Nonvested at December 31, 2021
Granted
Vested
Forfeited
Nonvested at December 31, 2022
Number of
Restricted
Stock
Awards
Weighted
Average
Grant Date
Fair Value
396,760 $
192,680 $
(146,801 ) $
(18,852 ) $
423,787 $
564,426 $
(109,791 ) $
(142,760 ) $
(55,665 ) $
679,997 $
7,000 $
(333,308 ) $
(11,230 ) $
342,459 $
41.71
45.57
40.54
43.60
43.79
38.79
43.19
43.77
44.01
39.72
69.17
40.01
45.00
39.86
The Company recognized compensation expense related to restricted stock, which is included in general and administrative personnel expenses,
of $10,926, $9,642 and $6,953 for the years ended December 31, 2022, 2021 and 2020, respectively. At December 31, 2022 and 2021, there was
approximately $8,048 and $18,995, 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 2.1 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 years ended December 31, 2022, 2021 and 2020.
Deferred tax benefits recognized
Tax benefits realized for restricted stock and paid dividends
Fair value of vested restricted stock
2022
2021
2020
$
$
$
1,780 $
2,582 $
13,337 $
1,397 $
1,519 $
4,742 $
1,296
1,448
5,952
On October 5, 2022, 231,516 shares of restricted stock issued to employees vested one year subsequent to satisfaction of a market-based vesting
condition on October 5, 2021. The Company repurchased and retired a total of 80,339 shares surrendered to satisfy payroll tax liabilities associated with the
vesting of these restricted shares. The restricted shares were granted in February 2021 with a grant date fair value of $36.57 per share.
In February 2021, the Company cancelled 141,600 shares of restricted stock for employees who transitioned to TypTap Group. In exchange,
these employees received replacement restricted stock issued under TTIG’s equity incentive plan.
During the years ended December 31, 2022 and 2020, no awards were issued with other than service-based vesting conditions.
102
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Subsidiary Equity Plan
For the years ended December 31, 2022 and 2021, TypTap Group recognized compensation expense related to its stock-based awards of $3,512
and $3,228, respectively. At December 31, 2022 and 2021, there was $7,876 and $11,230, respectively, of unrecognized compensation expense related to
nonvested restricted stock and stock options.
Note 22 -- Employee Benefit Plans
The Company has a 401(k) Safe Harbor Profit Sharing Plan (“401(k) Plan”) that qualifies as a defined contribution plan under Section 401(k) of
the Internal Revenue Code. Under the 401(k) Plan, participating employees are eligible for company matching and discretionary profit sharing
contributions. Plan participants may elect to defer up to one hundred percent of their pre-tax gross wages, subject to annual limitations. The Company’s
matching contribution is limited to a maximum of four percent of the employee’s annual salary or wage and is fully vested when contributed. Eligibility
and vesting of the Company’s discretionary profit sharing contribution is subject to the plan participant’s years of service. During the years ended
December 31, 2022, 2021 and 2020, the Company contributed approximately $1,037, $794 and $731, respectively, in matching contributions, which are
included in general and administrative personnel expenses. There has been no discretionary profit sharing contribution since the plan’s inception.
The Company also maintains benefit plans for its employees in India including a statutory post-employment benefit plan, or gratuity plan,
providing defined, lump-sum benefits. The Company’s liability for the gratuity plan reflects the undiscounted benefit obligation payable as of the balance
sheet date, which was based upon the employees’ salary and years of service. At December 31, 2022 and 2021, the amounts accrued under the gratuity plan
were $204 and $158, respectively. In addition, the Company provides matching contributions with respect to two defined contribution plans: the Provident
Fund and the Employees’ State Insurance Fund, both of which are available to qualifying employees in India. Expense recognized by the Company for all
benefit plans in India was $46, $28 and $41, respectively, for the years ended December 31, 2022, 2021 and 2020.
Note 23 -- Commitments and Contingencies
Obligations under Multi-Year Reinsurance Contracts
As of December 31, 2022, the Company has a contractual obligation related to one multi-year reinsurance contract. The contract was entered into
effective June 1, 2022 and the Company’s previous two multi-year reinsurance contracts were commuted effective May 31, 2022. The contract may be
cancelled only with the other party’s consent or when its experience account is positive at the end of each contract year. The table below presents the future
minimum aggregate premium amounts payable to the reinsurer.
Year
2023
2024
Total
Rental Income
Amount
91,350
91,350
182,700
$
$
The Company leases available space at the Company’s various investment properties to non-affiliates at various terms. In addition, the Company
leases boat slips and docks on a long-term basis. Expected annual rental income due under non-cancellable operating leases for all properties owned at
December 31, 2022 is as follows:
Year
2023
2024
2025
2026
2027
Thereafter
Total
Amount
4,066
4,058
3,900
3,176
2,506
11,853
29,559
$
$
103
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Capital Commitments
As described in Note 4 -- “Investments” under Limited Partnership Investments, the Company is contractually committed to capital contributions
for limited partnership interests. At December 31, 2022, there was an aggregate unfunded balance of $5,661.
FIGA Assessments
In October 2021, the Florida Office of Insurance Regulation approved a 2022 assessment for the Florida Insurance Guaranty Association
(“FIGA”) which is necessary to secure funds for the payment of covered claims of insolvent insurance companies. The 2022 FIGA assessment was levied
at 0.70% on collected premiums of all covered lines of business except auto insurance. The surcharge, which is collectible from a policyholder, was
assessed on new and renewal policies with effective dates beginning January 1, 2022 through December 31, 2022.
In March 2022, the Florida Office of Insurance Regulation approved an assessment for FIGA which is necessary to secure funds for the payment
of covered claims relating to the liquidation of one insurance company. The FIGA assessment is levied at 1.3% on collected premiums of all covered lines
of business except auto insurance. The surcharge, which is collectible from a policyholder, is assessed on new and renewal policies with effective dates
beginning July 1, 2022 through June 30, 2023.
In August 2022, the Florida Office of Insurance Regulation approved a 2023 assessment for FIGA which is necessary to secure funds for the
payment of covered claims relating to the liquidation of two insurance companies. The 2023 FIGA assessment will be levied at 0.70% on collected
premiums of all covered lines of business except auto insurance. The surcharge, which is collectible from a policyholder, will be assessed on new and
renewal policies with effective dates beginning January 1, 2023 through December 31, 2023.
The Company’s insurance subsidiaries, as member insurers, are required to collect and remit the pass-through assessments to FIGA on a
quarterly basis. As of December 31, 2022, the FIGA assessments payable by the Company were $2,832.
Note 24 -- Quarterly Results of Operations (Unaudited)
The tables below summarize unaudited quarterly results of operations for 2022, 2021 and 2020.
Net premiums earned
Total revenue
Losses and loss adjustment expenses
Policy acquisition and other underwriting expenses
Interest expense
Total expenses
Income (loss) before income taxes
Net income (loss)
Comprehensive income (loss)
Earnings (loss) per share:
Basic
Diluted*
$
Three Months Ended
03/31/22
06/30/22
09/30/22
12/31/22
125,763 $
127,040
72,704
29,408
601
123,039
4,001
2,791
7
124,919 $
125,926
86,830
26,863
1,515
137,486
(11,560 )
(8,542 )
(10,171 )
106,972 $
126,654
139,794
24,678
2,813
190,256
(63,602 )
(51,503 )
(58,804 )
105,918
119,943
72,135
24,028
2,839
117,200
2,743
2,651
3,593
$
$
0.09 $
0.09 $
(1.04 ) $
(1.04 ) $
(5.66 ) $
(5.66 ) $
0.18
0.18
*
During the quarter ended March 31, 2022, the convertible senior notes were antidilutive. During the quarters ended June 30, 2022, September 30, 2022 and December
31, 2022, the convertible senior notes, stock options and warrants were antidilutive.
104
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Net premiums earned
Total revenue
Losses and loss adjustment expenses
Policy acquisition and other underwriting expenses
Interest expense
Total expenses
Income (loss) before income taxes
Net income (loss)
Comprehensive income (loss)
Earnings (loss) per share:
Basic
Diluted**
$
Three Months Ended
03/31/21
06/30/21
09/30/21
12/31/21
87,843 $
94,874
45,751
23,065
2,079
84,772
10,102
6,845
6,705
93,004 $
101,504
55,917
23,169
2,000
96,407
5,097
3,830
3,470
94,232 $
99,217
62,664
23,340
1,664
105,721
(6,504 )
(4,868 )
(5,129 )
102,224
112,320
63,193
24,158
657
109,782
2,538
1,435
1,128
$
$
0.82 $
0.75 $
0.25 $
0.24 $
(0.72 ) $
(0.72 ) $
0.01
0.01
** During the quarters ended June 30, 2021 and December 31, 2021, the convertible senior notes were antidilutive. During the quarter ended September 30, 2021, the
convertible senior notes, stock options and warrants were antidilutive.
Net premiums earned
Total revenue
Losses and loss adjustment expenses
Policy acquisition and other underwriting expenses
Interest expense
Total expenses
Income before income taxes
Net income
Comprehensive (loss) income
Earnings per share:
Basic
Diluted***
Three Months Ended
03/31/20
06/30/20
09/30/20
12/31/20
$
61,646 $
55,380
28,078
11,826
2,970
54,723
657
547
(1,585 )
73,449 $
80,717
39,843
12,991
3,020
68,894
11,823
8,936
10,286
62,463 $
104,027
51,743
14,210
2,856
82,491
21,536
15,390
15,634
$
$
0.07 $
0.07 $
1.16 $
1.08 $
1.97 $
1.68 $
64,902
70,313
40,372
14,832
2,888
67,401
2,912
2,707
2,611
0.35
0.35
*** During the quarters ended March 31, 2020 and December 31, 2020, the convertible senior notes were antidilutive.
Note 25 -- Regulatory Requirements and Restrictions
The Company has no restrictions on the payment of dividends to its shareholders except those restrictions imposed by the Florida Business
Corporation Act and those restrictions imposed by insurance statutes and regulations applicable to the Company’s insurance subsidiaries. As of December
31, 2022, without prior regulatory approval, $147,732 of the Company’s consolidated retained earnings was free from restriction under the insurance
statutes and regulations and available for the payment of dividends in 2023. The following briefly describes certain related and other requirements and
restrictions imposed by the states or jurisdiction in which the Company’s insurance subsidiaries are incorporated.
Florida
HCPCI and TypTap, which are domiciled in Florida, prepare their statutory financial statements in accordance with accounting principles and
practices prescribed or permitted by the FLOIR, which Florida utilizes for determining solvency under the Florida Insurance Code (the “Code”). The
commissioner of the FLOIR has the right to permit other practices that may deviate from prescribed practices. Prescribed statutory accounting practices are
those practices that are incorporated directly or by reference in state laws, regulations, and general administrative rules applicable to all insurance
enterprises domiciled in Florida. Permitted statutory accounting practices encompass all accounting practices that are not prescribed; such practices differ
from state to state, may differ from entity to entity within a state, and may change in the future.
105
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
The Code requires HCPCI and TypTap to maintain capital and surplus equal to the greater of 10% of their respective liabilities or a statutory
minimum as defined in the Code. At December 31, 2022, HCPCI and TypTap were required to maintain minimum capital and surplus of $28,845 and
$30,479, respectively. At December 31, 2021, HCPCI and TypTap were required to maintain minimum capital and surplus of $36,173 and $19,334,
respectively. HCPCI and TypTap were in compliance with these requirements at December 31, 2022 and 2021.
U.S. GAAP differs in certain respects from the accounting practices prescribed or permitted by insurance regulatory authorities (statutory-basis).
These entities’ statutory-basis financial statements are presented on the basis of accounting practices prescribed or permitted by the FLOIR. The FLOIR has
adopted the National Association of Insurance Commissioners (“NAIC”) Accounting Practices and Procedures Manual as the basis of its statutory
accounting practices. At December 31, 2022 and 2021, HCPCI’s statutory-basis capital and surplus was approximately $103,838 and $120,480,
respectively. For the year ended December 31, 2022, HCPCI had a statutory-basis net loss of approximately $4,345. For the year ended December 31,
2021, HCPCI had a statutory-basis net income of approximately $45 as opposed to a statutory-basis net loss of approximately $28,780 for the year ended
December 31, 2020. At December 31, 2022 and 2021, TypTap’s statutory-basis capital and surplus was approximately $76,736 and $93,360, respectively.
For the years ended December 31, 2022, 2021 and 2020, TypTap’s statutory-basis net losses were approximately $31,739, $29,396 and $10,900,
respectively. Statutory-basis surplus differs from stockholders’ equity reported in accordance with U.S. GAAP primarily because policy acquisition costs
are expensed when incurred. In addition, the recognition of deferred tax assets is based on different recoverability assumptions.
Since inception to September 2020, HCPCI and TypTap have each maintained a cash deposit with the Insurance Commissioner of the State of
Florida in the amount of $300 to meet regulatory requirements. TypTap later increased its cash deposit to $2,000 and placed a U.S. Government security in
the amount of $310 with the State during the fourth quarter of 2020 in connection with its continued expansion.
Under Florida law, a domestic insurer may not pay any dividend or distribute cash or other property to its stockholders except out of that part of
its available and accumulated capital and surplus funds which is derived from realized net operating profits on its business and net realized capital gains. A
Florida domestic insurer may not make dividend payments or distributions to stockholders without prior approval of the FLOIR if the dividend or
distribution would exceed the larger of (1) the lesser of (a) 10.0% of its capital surplus or (b) net income, not including realized capital gains, plus a two
year carry forward, (2) 10.0% of capital surplus with dividends payable constrained to unassigned funds minus 25% of unrealized capital gains or (3) the
lesser of (a) 10.0% of capital surplus or (b) net investment income plus a three year carry forward with dividends payable constrained to unassigned funds
minus 25% of unrealized capital gains.
Alternatively, a Florida domestic insurer may pay a dividend or distribution without the prior written approval of the FLOIR if (1) the dividend is
equal to or less than the greater of (a) 10.0% of the insurer’s capital surplus as regards to policyholders derived from realized net operating profits on its
business and net realized capital gains or (b) the insurer’s entire net operating profits and realized net capital gains derived during the immediately
preceding calendar year, (2) the insurer will have policy holder capital surplus equal to or exceeding 115.0% of the minimum required statutory capital
surplus after the dividend or distribution, (3) the insurer files a notice of the dividend or distribution with the FLOIR at least ten business days prior to the
dividend payment or distribution and (4) the notice includes a certification by an officer of the insurer attesting that, after the payment of the dividend or
distribution, the insurer will have at least 115% of required statutory capital surplus as to policyholders. Except as provided above, a Florida domiciled
insurer may only pay a dividend or make a distribution (1) subject to prior approval by the FLOIR or (2) 30 days after the FLOIR has received notice of
such dividend or distribution and has not disapproved it within such time.
As a result, only HCPCI was qualified to make dividend payments at December 31, 2022, 2021 and 2020. Without prior written approval from
the FLOIR, TypTap was not permitted to make any dividend payments.
106
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
In addition, Florida property and casualty insurance companies are required to adhere to prescribed premium-to-capital surplus ratios. Florida
state law requires that the ratio of 90% of written premiums divided by surplus as to policyholders does not exceed 10 to 1 for gross written premiums or 4
to 1 for net written premiums. The ratios of gross and net written premiums to surplus, which the Company’s insurance subsidiaries have met the
requirements for, are summarized below:
HCPCI:
Gross
Net
TypTap:
Gross
Net
Bermuda
Years Ended December 31,
2021
2022
2020
3.30 to 1
1.66 to 1
4.11 to 1
2.34 to 1
3.21 to 1
2.01 to 1
2.40 to 1
1.61 to 1
3.02 to 1
1.84 to 1
2.47 to 1
1.50 to 1
The Bermuda Monetary Authority requires Claddaugh Casualty Insurance Company, Ltd. (“Claddaugh”), the Company’s Bermuda domiciled
reinsurance subsidiary, to maintain minimum capital and surplus of $2,000. At December 31, 2022 and 2021, Claddaugh’s statutory capital and surplus was
approximately $65,992 and $55,350, respectively. For the year ended December 31, 2022, Claddaugh reported a statutory net loss of approximately
$21,575. For the year ended December 31, 2021, Claddaugh reported a statutory net loss of approximately $2,850 as opposed to a statutory net income of
approximately $1,400 for the year ended December 31, 2020. During 2022, the Company contributed approximately $31,868 of capital to Claddaugh.
There was no capital contribution to or return of capital from Claddaugh during 2021. During 2020, the Company contributed approximately $22,600 of
capital to Claddaugh.
HCPCI and TypTap are subject to risk-based capital (“RBC”) requirements as specified by the NAIC. Under those requirements, the amount of
minimum capital and surplus maintained by a property and casualty insurance company is to be determined based on the various risks related to it. Pursuant
to the RBC requirements, insurers having less statutory capital than required by the RBC calculation will be subject to varying degrees of regulatory action,
depending on the level of capital inadequacy. At December 31, 2022 and 2021, the Company’s insurance subsidiaries individually exceeded any applicable
minimum risk-based capital requirements and no corrective actions have been required. As of December 31, 2022, the combined statutory capital and
surplus and minimum capital and surplus of the Company’s U.S. insurance subsidiaries were approximately $180,574 and $59,324, respectively.
At December 31, 2022 and 2021, restricted net assets represented by the Company’s insurance subsidiaries amounted to $199,503 and $215,812,
respectively.
Note 26 -- Related Party Transactions
On December 21, 2022, TTIG issued a demand promissory note to the Company for the principal amount of $15,000. The note bears an annual
interest rate of 5.5% with a maturity date for the principal and unpaid accrued interest of December 21, 2025.
On June 1, 2022, TTIG issued a demand promissory note to the Company for the principal amount of $2,994. The note bears an annual interest
rate of 3.25% with a maturity date for the principal and unpaid accrued interest of June 1, 2025.
On December 22, 2021, TTIG issued a demand promissory note to the Company for the principal amount of $40,000. The note bears an annual
interest rate of 2.0% with a maturity date for the principal and unpaid accrued interest of June 30, 2023. See Note 28 -- “Subsequent Events” for additional
information.
On February 12, 2021, the Company committed to provide a revolving line of credit with borrowing capacity of up to $60,000 to TTIG and the
credit line would be available until the earlier of June 30, 2022 and the securing of alternative financing. This commitment ended on February 26, 2021
upon completion of the capital investment transaction by TTIG.
107
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 27 -- Condensed Financial Information of HCI Group, Inc.
Condensed financial information of HCI Group, Inc. is as follows:
Balance Sheets
Assets
Cash and cash equivalents
Fixed-maturity securities, available for sale, at fair value
Equity securities, at fair value
Limited partnership investments
Note receivable – related party
Investment in subsidiaries
Property and equipment, net
Intangible assets, net
Right-of-use assets - operating leases
Income taxes receivable
Other assets
Total assets
Liabilities and Stockholders’ Equity
Accrued expenses and other liabilities
Lease liabilities - operating leases
Income tax payable
Deferred income taxes, net
Revolving credit facility
Long-term debt
Due to related parties
Total liabilities
Total stockholders’ equity
Total liabilities and stockholders’ equity
108
December 31,
2022
2021
$
$
$
$
102,755 $
34
8,662
19,446
58,102
274,785
805
—
7,631
—
1,515
473,735 $
1,618 $
7,607
8,427
2
—
191,042
102,443
311,139
162,596
473,735 $
10,366
1,637
11,513
21,722
40,022
332,596
712
5,374
4,243
3,281
1,595
433,061
2,560
4,290
—
900
15,000
23,886
63,060
109,696
323,365
433,061
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Statements of Income
Net investment income (loss)
Net realized investment (losses) gains
Net unrealized investment (losses) gains
Credit losses on investments
Other income
Loss on repurchases of convertible senior notes
Interest expense
Debt conversion expense
Operating expenses
Loss before income tax benefit and equity in (loss) income of subsidiaries
Income tax benefit
Net loss before equity in (loss) income of subsidiaries
Equity in (loss) income of subsidiaries
Net (loss) income
109
Years Ended December 31,
2021
2022
2020
$
$
5,498 $
(1,154 )
(1,609 )
—
1,138
—
(6,876 )
—
(9,877 )
(12,880 )
1,700
(11,180 )
(47,331 )
(58,511 ) $
3,115 $
3,344
92
—
222
—
(5,467 )
(1,754 )
(9,056 )
(9,504 )
2,086
(7,418 )
9,274
1,856 $
(676 )
330
229
(20 )
—
(150 )
(10,710 )
—
(6,887 )
(17,884 )
4,024
(13,860 )
41,440
27,580
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Statements of Cash Flows
Cash flows from operating activities:
Net (loss) income
Adjustments to reconcile net (loss) income to net cash provided by
operating activities:
Stock-based compensation expense
Net realized investment losses (gains)
Net unrealized investment losses (gains)
Net (accretion of discount) amortization of premiums on investments
in fixed-maturity securities
Depreciation and amortization
Net (income) loss from limited partnership investments
Distributions from limited partnership interests
Credit losses on investments
Debt conversion expense
Loss on repurchases of convertible senior notes
Equity in loss (income) of subsidiaries
Deferred income taxes
Changes in operating assets and liabilities:
Income taxes
Other assets
Accrued expenses and other liabilities
Due to related parties
Net cash provided by operating activities
Cash flows from investing activities:
Investments in limited partnership interests
Investment in note receivable – related party
Purchase of fixed-maturity securities
Purchase of equity securities
Purchase of short-term and other investments
Purchase of intangible assets
Purchase of property and equipment
Proceeds from sales of fixed-maturity securities
Proceeds from calls, repayments and maturities of fixed-maturity
securities
Proceeds from sales of equity securities
Proceeds from sales, redemptions and maturities of short-term and other
investments
Collection of note receivable – related party
Distributions received from limited partnership interests
Dividends received from subsidiary
Return of capital from subsidiary
Investment in subsidiaries
Net cash (used in) provided by investing activities
110
Years Ended December 31,
2021
2022
2020
$
(58,511 ) $
1,856 $
27,580
6,430
1,154
1,609
(110 )
1,403
(3,345 )
2,123
—
—
—
47,331
(895 )
11,708
(2,805 )
4,078
38,696
48,866
(1,261 )
(15,000 )
(52,576 )
(11,406 )
(42 )
(3,800 )
(581 )
86
54,178
10,975
570
—
4,759
51,500
—
(41,868 )
(4,466 )
5,874
(3,344 )
(92 )
3
1,490
(2,608 )
1,477
—
1,754
—
(9,274 )
232
5,067
2,679
(5,620 )
5,360
4,854
(2,616 )
(40,000 )
(1,685 )
(76,786 )
(1,307 )
—
(365 )
134
145
78,555
3,618
23,280
2,567
41,900
—
(10,000 )
17,440
4,488
(330 )
(229 )
(42 )
4,686
1,781
844
20
—
150
(41,440 )
(935 )
(9,791 )
(629 )
1,096
17,438
4,687
(3,376 )
(22,000 )
(7 )
(35,855 )
(200 )
—
(742 )
447
27
30,688
537
—
1,614
52,500
9
(22,629 )
1,013
(continued)
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Statements of Cash Flows – (Continued)
Cash flows from financing activities:
Repurchases of common stock
Repurchases of common stock under share repurchase plan
Repurchases of convertible senior notes
Debt issuance costs
Cash dividends paid
Cash dividends received under share repurchase forward contract
Net (repayment) borrowing under revolving credit facility
Proceeds from exercise of common stock options
Debt conversion expense paid
Proceeds from issuance of long-term debt
Repayment of long-term debt
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Years Ended December 31,
2021
2022
2020
(71,242 )
(17,070 )
—
(6,041 )
(15,233 )
76
(15,000 )
—
—
172,500
(1 )
47,989
92,389
10,366
102,755 $
(1,314 )
—
—
(152 )
(14,065 )
306
(8,750 )
—
(1,895 )
—
(2 )
(25,872 )
(3,578 )
13,944
10,366 $
(1,547 )
(5,161 )
(4,459 )
—
(12,694 )
306
14,000
63
—
—
(2 )
(9,494 )
(3,794 )
17,738
13,944
$
111
HCI GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 28 -- Subsequent Events
Since January 1, 2023, the Tampa office building property that was previously leased to an unaffiliated company has been used in operations by
the Company and serves as TTIG’s corporate headquarters. As a result, it is reclassified out of real estate investments to property and equipment on the
consolidated balance sheet subsequent to December 31, 2022.
On January 11, 2023, the Company’s Board of Directors declared a quarterly dividend of $0.40 per common share. The dividends are payable on
March 17, 2023 to stockholders of record on February 17, 2023.
On January 12, 2023, HCPCI and TypTap received approval from the FLOIR to discontinue flood insurance policies written in Florida with
policy cancellation effective dates no later than May 31, 2023. The reason for discontinuation is primarily attributable to the increased costs and reduced
availability of flood reinsurance. The discontinuation will not have a material impact to the Company’s results of operations.
On January 17, 2023, the Company received the final distribution of $18 from FMKT Mel JV, the unconsolidated joint venture that the Company
had a 90% equity interest in which was liquidated on December 31, 2022.
On February 5, 2023, the Company’s Board of Directors extended the maturity date for the principal and unpaid accrued interest of the $40,000
demand promissory note with TTIG to June 30, 2025.
On February 14, 2023, the Company entered into a conditional agreement to sell its retail shopping center investment property in Sorrento,
Florida to a non-affiliate for a price of $13,418. Subject to due diligence, the sale is expected to be completed within 45 days after the contract date.
On February 16, 2023, the Company entered into a conditional agreement to sell its retail shopping center investment property in Melbourne,
Florida to a non-affiliate for a price of $18,500. Subject to due diligence, the sale is expected to be completed within 45 days after the contract date.
On February 27, 2023, United’s Florida-domiciled residential insurance subsidiary was placed into receivership by the State of Florida due to its
financial insolvency. Under the existing contracts, United is responsible for payment of ceded premiums owed to the Company while the Company is
responsible for adjudicating and paying claims. At December 31, 2022, the Company had a net amount due to United of $1,114 and funds withheld for
assumed business in trust accounts totaling $48,772 for the benefit of policies assumed from, and TPA services provided to, United. The Company cannot
predict the actions a receiver might take, which may include cancellation of policies subject to the quota share contracts, termination of the TPA service
agreement and restrictions on, or use of, funds held in trust. Any such actions could have a material adverse effect on the Company’s financial position and
results of operations.
112
ITEM 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A – Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, conducted an
evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report (December 31, 2022). Our disclosure controls and
procedures are intended to ensure that the information we are required to disclose in the reports that we file or submit under the Exchange Act is (i)
recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii)
accumulated and communicated to our management, including the principal executive officer and principal financial officer to allow timely decisions
regarding required disclosures.
Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this
Annual Report, our disclosure controls and procedures were effective.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that
the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of
future events.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rule 13a-15(f)
and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the
United States of America.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and
that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate. Our management, with the participation of our principal executive officer and principal
financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control –
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our principal
executive officer and principal financial officer concluded that, as of December 31, 2022, our internal control over financial reporting was effective.
FORVIS, LLP, an independent registered public accounting firm, has audited the 2022 consolidated financial statements included in this Annual
Report on Form 10-K and, as part of their audit, has issued an attestation report, included herein, on our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
During our most recent fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected or
are reasonably likely to materially affect our internal control over financial reporting.
ITEM 9B – Other Information
None.
113
ITEM 9C – Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
114
ITEM 10 – Directors, Executive Officers and Corporate Governance
Code of Ethics
PART III
We have adopted a code of ethics applicable to all of our employees and directors, including our Chief Executive Officer (principal executive
officer) and Chief Financial Officer (principal financial officer). We have posted the text of our code of ethics to our Internet web site: www.hcigroup.com.
Select “Investor Information” at the top and then select “Corporate Governance” and then “Code of Conduct.” We intend to disclose any change to or
waiver from our code of ethics by posting such change or waiver to our Internet website within the same section as described above.
The other information required under this item is incorporated by reference from our definitive proxy statement relating to our annual meeting of
shareholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2022.
ITEM 11 – Executive Compensation
The information required under this item is incorporated by reference from our definitive proxy statement relating to our annual meeting of
shareholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2022.
ITEM 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required under this item is incorporated by reference from our definitive proxy statement relating to our annual meeting of
shareholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2022.
Securities authorized for issuance under equity compensation plans are summarized under Part II – Item 5 of this Form 10-K.
ITEM 13 – Certain Relationships and Related Transactions, and Director Independence
The information required under this item is incorporated by reference from our definitive proxy statement relating to our annual meeting of
shareholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2022.
ITEM 14 – Principal Accountant Fees and Services
The following table sets forth the aggregate fees for services related to the years ended December 31, 2022 and 2021 provided by FORVIS, LLP,
our principal accountant (in thousands):
Audit fees (a)
All other fees (b)
2022
2021
$
$
590 $
420
1,010 $
540
182
722
(a)
(b)
Audit fees represent fees billed for professional services rendered for the audit of our annual financial statements, reviews of our quarterly financial statements
included in our quarterly reports on Form 10-Q, and audit services provided in connection with other statutory and regulatory filings.
All other fees represent fees billed for services provided to us not otherwise included in the category above.
The Audit Committee pre-approved all 2022 engagements and fees for services provided by our principal accountant. The Independent
Registered Public Accounting Firm is FORVIS, LLP (PCAOB Firm ID No. 686) located in Tampa, Florida.
Other information required under this item is incorporated by reference from our definitive proxy statement relating to our annual meeting of
shareholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2022.
115
ITEM 15 – Exhibit and Financial Statement Schedules
(a) Financial Statements, Financial Statement Schedules and Exhibits
PART IV
(1) Consolidated Financial Statements: See Index to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.
(2) Financial Statement Schedules:
Any supplemental information we are required to file with respect to our property and casualty insurance operations is included in Part II, Item 8
of this Form 10-K or is not applicable.
(3) Exhibits: See the exhibit listing set forth below:
The following documents are filed as part of this report:
EXHIBIT
NUMBER
DESCRIPTION
3.1
3.1.1
3.1.2
3.2
4.1
4.2
4.3
4.6
4.9
4.10
4.11
10.1
10.2
10.3
10.4
Articles of Incorporation, with amendments. Incorporated by reference to the correspondingly numbered exhibit to our Form 10-Q filed
August 7, 2013.
Articles of Amendment to Articles of Incorporation designating the rights, preferences and limitations of Series B Junior Participating
Preferred Stock. Incorporated by reference to Exhibit 3.1 to our Form 8-K filed October 18, 2013.
Articles of Amendment to Articles of Incorporation cancelling the rights, preferences and limitations of Series B Junior Participating Preferred
Stock. Incorporated by reference to Exhibit 3.1 to our Form 8-K filed May 15, 2020.
Bylaws, with amendments. Incorporated by reference to the correspondingly numbered exhibit to our Form 8-K filed September 13, 2019.
Form of common stock certificate. Incorporated by reference to the correspondingly numbered exhibit to our Form 10-Q filed November 7,
2013.
Common Stock Purchase Warrant, dated February 26, 2021, issued by HCI Group, Inc. to CB Snowbird Holdings, L.P. Incorporated by
reference to Exhibit 4.1 of our Form 8-K filed March 1, 2021.
Indenture, dated May 23, 2022, by and between HCI Group, Inc. and The Bank of New York Mellon Trust Company, N.A. Incorporated by
reference to the corresponding numbered exhibit to our Form 10-Q filed August 9, 2022.
Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended. Incorporated by reference to the
corresponding numbered exhibit to our Form 10-K filed March 12, 2021.
See Exhibits 3.1, 3.1.1, 3.1.2 and 3.2 of this report for provisions of the Articles of Incorporation, as amended, and our Bylaws, as amended,
defining certain rights of security holders.
Indenture, dated March 3, 2017, between HCI Group, Inc. and The Bank of New York Mellon Trust Company, N.A. Incorporated by reference
to Exhibit 4.1 of our Form 8-K filed March 3, 2017.
Form of Global 4.25% Convertible Senior Note due 2037 (included in Exhibit 4.1). Incorporated by reference to Exhibit 4.1 of our Form 8-K
filed March 3, 2017.
Preferred Stock Purchase Agreement, dated February 26, 2021, among TypTap Insurance Group, Inc., HCI Group, Inc., and CB Snowbird
Holdings, L.P. Incorporated by reference to the corresponding numbered exhibit to our Form 8-K filed March 1, 2021.
Amended and Restated Articles of Incorporation of TypTap Insurance Group, Inc. filed February 26, 2021. Incorporated by reference to the
corresponding numbered exhibit to our Form 8-K filed March 1, 2021.
Shareholders Agreement, dated February 26, 2021, among TypTap Insurance Group, Inc., CB Snowbird Holdings, L.P., HCI Group, Inc., and
the other shareholders party thereto. Incorporated by reference to the corresponding numbered exhibit to our Form 8-K filed March 1, 2021.
Parent Guaranty Agreement, dated February 26, 2021, between HCI Group, Inc. and CB Snowbird Holdings, L.P. Incorporated by reference to
the corresponding numbered exhibit to our Form 8-K filed March 1, 2021.
116
10.5**
10.6**
10.7**
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
HCI Group, Inc. 2012 Omnibus Incentive Plan as revised April 26, 2022. Incorporated by reference to the corresponding numbered exhibit to
our Form 10-Q filed May 6, 2022.
HCI Group, Inc. (formerly known as Homeowners Choice, Inc.) 2007 Stock Option and Incentive Plan. Incorporated by reference to the
correspondingly numbered exhibit to our Form 10-Q filed August 29, 2008.
Executive Employment Agreement dated November 23, 2016 between Mark Harmsworth and HCI Group, Inc. Incorporated by reference to
the corresponding numbered exhibit to our Form 10-Q filed August 3, 2017.
Multi-Year Working Layer Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property &
Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item
601(b)(10)(iv). Incorporated by reference to Exhibit 10.131 to our Form 10-Q filed August 9, 2022.
Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property & Casualty
Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).
Incorporated by reference to Exhibit 10.132 to our Form 10-Q filed August 9, 2022.
Reinstatement Premium Protection Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property & Casualty Insurance
Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).
Incorporated by reference to Exhibit 10.133 to our Form 10-Q filed August 9, 2022.
Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2022 issued to TypTap Insurance Company by subscribing
reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv). Incorporated by reference to Exhibit
10.134 to our Form 10-Q filed August 9, 2022.
Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2022 issued to TypTap Insurance Company by subscribing
reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv). Incorporated by reference to Exhibit
10.135 to our Form 10-Q filed August 9, 2022.
Reinstatement Premium Protection Reinsurance Contract effective June 1, 2022 issued to TypTap Insurance Company by subscribing
reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv). Incorporated by reference to Exhibit
10.136 to our Form 10-Q filed August 9, 2022.
Reinstatement Premium Protection Reinsurance Contract effective June 1, 2022 issued to TypTap Insurance Company by subscribing
reinsurers. Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv). Incorporated by reference to Exhibit
10.137 to our Form 10-Q filed August 9, 2022.
Non-Florida Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property &
Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted
pursuant to Regulation S-K Item 601(b)(10)(iv). Incorporated by reference to Exhibit 10.138 to our Form 10-Q filed August 9, 2022.
Non-Florida Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property &
Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted
pursuant to Regulation S-K Item 601(b)(10)(iv). Incorporated by reference to Exhibit 10.139 to our Form 10-Q filed August 9, 2022.
Sixth Layer Non-Florida Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice
Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been
omitted pursuant to Regulation S-K Item 601(b)(10)(iv). Incorporated by reference to Exhibit 10.140 to our Form 10-Q filed August 9, 2022.
Non-Florida Reinstatement Premium Protection Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property &
Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted
pursuant to Regulation S-K Item 601(b)(10)(iv). Incorporated by reference to Exhibit 10.141 to our Form 10-Q filed August 9, 2022.
Non-Florida Reinstatement Premium Protection Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property &
Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted
pursuant to Regulation S-K Item 601(b)(10)(iv). Incorporated by reference to Exhibit 10.142 to our Form 10-Q filed August 9, 2022.
117
10.20
10.21
10.22
10.23
10.24
10.31
10.32
10.33
10.34
10.40
10.41
10.42
10.43
10.44
Flood Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice Property & Casualty
Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to
Regulation S-K Item 601(b)(10)(iv). Incorporated by reference to Exhibit 10.143 to our Form 10-Q filed August 9, 2022.
Property Catastrophe Shared Multi-Region Excess of Loss Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice
Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been
omitted pursuant to Regulation S-K Item 601(b)(10)(iv). Incorporated by reference to Exhibit 10.144 to our Form 10-Q filed August 9, 2022.
Top Layer Flood/Wind Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2022 issued to Homeowners Choice
Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been
omitted pursuant to Regulation S-K Item 601(b)(10)(iv). Incorporated by reference to Exhibit 10.145 to our Form 10-Q filed August 9, 2022.
Reimbursement Contract effective June 1, 2022 between TypTap Insurance Company and the State Board of Administration of the State of
Florida which administers the Florida Hurricane Catastrophe Fund. Incorporated by reference to Exhibit 10.146 to our Form 10-Q filed
August 9, 2022.
Reimbursement Contract effective June 1, 2022 between Homeowners Choice Property & Casualty Insurance Company, Inc. and the State
Board of Administration of the State of Florida which administers the Florida Hurricane Catastrophe Fund. Incorporated by reference to
Exhibit 10.147 to our Form 10-Q filed August 9, 2022.
Property Catastrophe First Excess of Loss Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice Property & Casualty
Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.
Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice Property & Casualty
Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.
Reinstatement Premium Protection Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice Property & Casualty Insurance
Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.
Joinder, Second Amendment to Credit Agreement and Modification of Other Loan Documents. Incorporated by reference to the
corresponding numbered exhibit to our Form 8-K filed January 28, 2021.
Reinstatement Premium Protection Reinsurance Contract (For First Excess Cat) effective June 1, 2021 issued to Homeowners Choice Property
& Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.
Reinstatement Premium Protection Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice Property & Casualty Insurance
Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.
Property Catastrophe First Excess of Loss Reinsurance Contract effective June 1, 2021 issued to TypTap Insurance Company by subscribing
reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the
corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.
Reinstatement Premium Protection Reinsurance Contract (For First Excess Cat) effective June 1, 2021 issued to TypTap Insurance Company
by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference
to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.
7th Layer Non-Florida Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice
Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been
omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q
filed August 6, 2021.
10.45
Flood Property Catastrophe Excess of Loss Reinsurance Contract effective July 1, 2021 issued to Homeowners Choice Property & Casualty
Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been
118
omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q
filed August 6, 2021.
10.48**
TypTap Insurance Group, Inc. 2021 Equity Incentive Plan. Incorporated by reference to Exhibit 10.5 of our Form 8-K filed March 1, 2021.
10.49**
Form of Restricted Stock Award Agreement of TypTap Insurance Group, Inc. Incorporated by reference to Exhibit 10.6 of our Form 8-K filed
March 1, 2021.
10.50
Exchange Agreement, dated August 26, 2021, by and between HCI Group, Inc. and Citadel Equity Fund Ltd. Incorporated by reference to the
corresponding numbered exhibit to our Form 10-Q filed November 9, 2021.
10.51**
Stock Option Agreement between Paresh Patel and TypTap Insurance Group, Inc. dated October 1, 2021. Incorporated by reference to Exhibit
99.1 to our Form 8-K filed October 7, 2021.
10.52**
TypTap Insurance Group, Inc. 2021 Omnibus Incentive Plan. Incorporated by reference to Exhibit 99.2 of our Form 8-K filed October 7, 2021.
10.53
Purchase Agreement, dated May 18, 2022, by and among HCI Group, Inc., JMP Securities LLC and Truist Securities, Inc., as representatives
of the several purchasers named therein. Incorporated by reference to Exhibit 10.1 of our Form 8-K filed May 23, 2022.
10.57**
Form of executive restricted stock award contract. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed
May 1, 2014.
10.58
10.59
10.60
10.61
10.62
10.88**
10.99**
Purchase Agreement, dated February 28, 2017, by and between HCI Group, Inc. and JMP Securities LLC and SunTrust Robinson Humphrey,
Inc., as representatives of the several initial purchasers named therein. Incorporated by reference to Exhibit 10.1 of our Form 8-K filed
February 28, 2017.
Prepaid Forward Contract, dated February 28, 2017 and effective as of March 3, 2017, between HCI Group, Inc. and Societe Generale.
Incorporated by reference to Exhibit 10.1 of our Form 8-K filed March 3, 2017.
Credit Agreement, Promissory Note, Security and Pledge Agreement, dated December 5, 2018, between HCI Group, Inc. and Fifth Third
Bank. Incorporated by reference to Exhibits 99.1, 99.2, and 99.3 of our Form 8-K filed December 6, 2018.
Fourth Amendment to Credit Agreement and Modification of Note and Other Loan Documents, dated November 7, 2022. Incorporated by
reference to the corresponding numbered exhibit to our Form 10-Q filed November 9, 2022.
Fifth Amendment to Credit Agreement and Modification of Other Loan Documents, dated December 1, 2022. Incorporated by reference to
Exhibit 99.1 to our Form 8-K filed December 7, 2022.
Nonqualified Stock Option Agreement between Paresh Patel and HCI Group, Inc. dated January 7, 2017. Incorporated by reference to Exhibit
99.2 to our Form 8-K filed January 11, 2017.
Restricted Stock Award Contract between Paresh Patel and HCI Group, Inc. dated January 7, 2017. Incorporated by reference to Exhibit 99.1
to our Form 8-K filed January 11, 2017.
10.101**
Restricted Stock Award Contract between Paresh Patel and HCI Group, Inc. dated February 8, 2018. Incorporated by reference to Exhibit 99.1
to our Form 8-K filed February 14, 2018.
10.102**
Nonqualified Stock Option Agreement between Paresh Patel and HCI Group, Inc. dated February 8, 2018. Incorporated by reference to
Exhibit 99.2 to our Form 8-K filed February 14, 2018.
10.103**
Restricted Stock Award Contract between Paresh Patel and HCI Group, Inc. dated January 15, 2019. Incorporated by reference to Exhibit 99.1
to our Form 8-K filed January 22, 2019.
10.104**
Nonqualified Stock Option Agreement between Paresh Patel and HCI Group, Inc. dated January 15, 2019. Incorporated by reference to
Exhibit 99.2 to our Form 8-K filed January 22, 2019.
10.105**
Restricted Stock Award Contract between Paresh Patel and HCI Group, Inc. dated January 16, 2020. Incorporated by reference to Exhibit 99.1
to our Form 8-K filed January 23, 2020.
10.106**
Nonqualified Stock Option Agreement between Paresh Patel and HCI Group, Inc. dated January 16, 2020. Incorporated by reference to
Exhibit 99.2 to our Form 8-K filed January 23, 2020.
119
10.107
10.108
10.109
10.110
10.111
10.112
10.113
10.114
10.115
10.116
10.117
10.118
10.119
Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2021 issued to TypTap Insurance Company by subscribing
reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the
corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.
Non-Florida Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice Property &
Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted
pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed
August 6, 2021.
Reinstatement Premium Protection Reinsurance Contract effective June 1, 2021 issued to TypTap Insurance Company by subscribing
reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the
corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.
Non-Florida Reinstatement Premium Protection Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice Property &
Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been omitted
pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed
August 6, 2021.
Reinstatement Premium Protection Reinsurance Contract effective June 1, 2021 issued to TypTap Insurance Company by subscribing
reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the
corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.
Top Layer Flood/Wind Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice
Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been
omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q
filed August 6, 2021.
Property Catastrophe First Excess of Loss Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice Property & Casualty
Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.
Reinstatement Premium Protection Reinsurance Contract (For First Excess Cat) effective June 1, 2021 issued to Homeowners Choice Property
& Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.
Reinstatement Premium Protection Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice Property & Casualty Insurance
Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.
Property Catastrophe First Excess of Loss Reinsurance Contract effective June 1, 2021 issued to TypTap Insurance Company by subscribing
reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the
corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.
Reinstatement Premium Protection Reinsurance Contract (For First Excess Cat) effective June 1, 2021 issued to TypTap Insurance Company
by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference
to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.
Non-Florida Property Catastrophe $6MXS$4M Excess of Loss Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice
Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been
omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q
filed August 6, 2021.
Non-Florida Reinstatement Premium Protection Reinsurance Contract (For $6MXS$4M Excess Cat) effective June 1, 2021 issued to
Homeowners Choice Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of
this exhibit have been omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered
exhibit to our Form 10-Q filed August 6, 2021.
10.120
Reimbursement Contract effective June 1, 2021 issued to Homeowners Choice Property & Casualty Insurance Company, Inc. by the State
Board of Administration of the State of Florida. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed
August 6, 2021.
10.121
Reimbursement Contract effective June 1, 2021 issued to TypTap Insurance Company by the State Board of Administration of the State of
Florida. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.
120
10.122
10.123
10.124
10.125
10.126
10.127
10.128
Multi-Year Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice Property &
Casualty Insurance Company, Inc. by subscribing reinsurers. Portions of this exhibit have been omitted pursuant to a request for confidential
treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 6, 2021.
Multi-Year Non-Florida Property Catastrophe Excess of Loss Reinsurance Contract effective June 1, 2021 issued to Homeowners Choice
Property & Casualty Insurance Company, Inc. and TypTap Insurance Company by subscribing reinsurers. Portions of this exhibit have been
omitted pursuant to a request for confidential treatment. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q
filed August 6, 2021.
Property Quota Share Reinsurance Contract effective December 31, 2020 issued to United Property and Casualty Insurance Company by
Homeowners Choice Property & Casualty Insurance Company. Incorporated by reference to the corresponding numbered exhibit to our Form
10-K filed March 10, 2022.
Renewal Rights Agreement effective January 18, 2021 by and among United Property and Casualty Insurance Company, United Insurance
Holdings Corp., United Insurance Management, L.C. and Homeowners Choice Property & Casualty Insurance Company. Incorporated by
reference to the corresponding numbered exhibit to our Form 10-K filed March 10, 2022.
Property Quota Share Reinsurance Contract effective June 1, 2021 issued to United Property and Casualty Insurance Company by
Homeowners Choice Property & Casualty Insurance Company and TypTap Insurance Company. Incorporated by reference to the
corresponding numbered exhibit to our Form 10-K filed March 10, 2022.
Renewal Rights Agreement effective December 30, 2021 by and among United Property and Casualty Insurance Company, United Insurance
Holdings Corp., United Insurance Management, L.C. and Homeowners Choice Property & Casualty Insurance Company. Incorporated by
reference to the corresponding numbered exhibit to our Form 10-K filed March 10, 2022.
Property Quota Share Reinsurance Contract effective December 31, 2021 issued to United Property and Casualty Insurance Company by
Homeowners Choice Property & Casualty Insurance Company. Incorporated by reference to the corresponding numbered exhibit to our Form
10-K filed March 10, 2022.
10.129
Property Quota Share Reinsurance Contract effective June 1, 2022 issued to United Property and Casualty Insurance Company by TypTap
Insurance Company. Incorporated by reference to the corresponding numbered exhibit to our Form 10-Q filed August 9, 2022.
14
21
23.1
31.1
31.2
32.1
32.2
Code of Conduct of HCI Group, Inc. Incorporated by reference to the correspondingly numbered exhibit to our Form 10-Q filed August 7,
2013.
Subsidiaries of HCI Group, Inc.
Consent of FORVIS, LLP.
Certification of the Chief Executive Officer
Certification of the Chief Financial Officer
Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C.ss.1350
Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C.ss.1350
101.INS Inline XBRL Instance Document.
101.SCH Inline XBRL Taxonomy Extension Schema.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF Inline XBRL Definition Linkbase.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
** Management contract or compensatory plan.
121
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
SIGNATURES
March 10, 2023
HCI GROUP, INC.
By
/s/ Paresh Patel
Paresh Patel, Chief Executive Officer and
Chairman of The Board of Directors
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
March 10, 2023
March 10, 2023
March 10, 2023
March 10, 2023
March 10, 2023
March 10, 2023
March 10, 2023
March 10, 2023
March 10, 2023
March 10, 2023
By
/s/ Paresh Patel
Paresh Patel, Chief Executive Officer and
Chairman of The Board of Directors
(Principal Executive Officer)
By
By
By
By
By
By
By
By
By
/s/ James Mark Harmsworth
James Mark Harmsworth,
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Karin Coleman
Karin Coleman, Chief Operating Officer and
Director
/s/ Wayne Burks
Wayne Burks, Director
/s/ Sanjay Madhu
Sanjay Madhu, Director
/s/ Gregory Politis
Gregory Politis, Director
/s/ Peter Politis
Peter Politis, Director
/s/ Anthony Saravanos
Anthony Saravanos, Director
/s/ Lauren Valiente
Lauren Valiente, Director
/s/ Susan Watts
Susan Watts, Director
A signed original of this document has been provided to HCI Group, Inc. and will be retained by HCI Group, Inc. and furnished to the Securities
and Exchange Commission or its staff upon request.
122
As of December 31, 2022, the Company had the following active subsidiaries:
HCI GROUP, INC.
Subsidiaries
Wholly-owned subsidiaries of HCI Group, Inc.
Homeowners Choice Property & Casualty Insurance Company, Inc.
Homeowners Choice Managers, Inc.
Claddaugh Casualty Insurance Company Ltd.
Cypress Property Management Services, Inc.
Cypress Claims Services, Inc.
Greenleaf Capital LLC
Omega Insurance Agency, Inc.
Southern Administration, Inc.
Enclave Services, Inc.
HCI Insurance Administration Services, Inc.
TypTap Insurance Group, Inc.
Perrisk Insurance Company
Wholly-owned subsidiaries of TypTap Insurance Group, Inc.
TypTap Insurance Company
TypTap Management Company
Cypress Tech Development Company, Inc.
Exzeo USA, Inc.
Wholly-owned subsidiaries of Greenleaf Capital LLC
Gators on the Pass Holdings, LLC
John’s Pass Marina Investment Holdings, LLC
JP Beach Holdings, LLC
Pass Investment Holdings, LLC
TI Marina Company, Inc.
Treasure Island Restaurant Company, Inc.
TV Investment Holdings LLC
Silver Springs Property Investments LLC
Melbourne FMA, LLC
FMKT Mel Owner LLC
HCPCI Holdings LLC
Sorrento PBX LLC
Greenleaf Essence, LLC
Century Park Holdings, LLC
Exhibit 21
State or Sovereign Power
of Incorporation
Florida
Florida
Bermuda
Florida
Florida
Florida
Florida
Florida
Florida
Florida
Florida
Arizona
State or Sovereign Power
of Incorporation
Florida
Florida
Florida
Florida
State or Sovereign Power
of Incorporation
Florida
Florida
Florida
Florida
Florida
Florida
Florida
Florida
Florida
Florida
Florida
Florida
Florida
Florida
Gulf To Bay LM, LLC
Westview Holdings, LLC
Wholly-owned subsidiary of HCI Insurance Administration Services, Inc.
Griston Claim Services, Inc.
Griston Claim Management, Inc.
Wholly-owned subsidiary of Cypress Tech Development Company, Inc.
Exzeo Software Private Limited
Florida
Florida
State or Sovereign Power
of Incorporation
Florida
Florida
State or Sovereign Power
of Incorporation
India
Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-180322 and 333-185228) and the Registration
Statements on Form S-8 (Nos. 333-154436 and 333-184227) of HCI Group, Inc. of our reports dated March 10, 2023, with respect to the consolidated
financial statements of HCI Group, Inc. and Subsidiaries and the effectiveness of internal control over financial reporting, included in this Annual Report
on Form 10-K for the year ended December 31, 2022.
Exhibit 23.1
/s/ FORVIS, LLP (Formerly, Dixon Hughes Goodman, LLP)
Tampa, Florida
March 10, 2023
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.1
I, Paresh Patel, certify that:
1. I have reviewed this annual report on Form 10-K of HCI Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
March 10, 2023
/s/ PARESH PATEL
Paresh Patel
Chief Executive Officer
(Principal Executive Officer)
A signed original of this document has been provided to HCI Group, Inc. and will be retained by HCI Group, Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2
I, James Mark Harmsworth, certify that:
1. I have reviewed this annual report on Form 10-K of HCI Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
March 10, 2023
/s/ JAMES MARK HARMSWORTH
James Mark Harmsworth
Chief Financial Officer
(Principal Financial and Accounting Officer)
A signed original of this document has been provided to HCI Group, Inc. and will be retained by HCI Group, Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.
Written Statement of the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350
Exhibit 32.1
Solely for the purposes of complying with 18 U.S.C. ss.1350, I, the undersigned Chief Executive Officer of HCI Group, Inc. (the “Company”),
hereby certify, based on my knowledge, that the Annual Report on Form 10-K of the Company for the annual period ended December 31, 2022 as filed
with the Securities and Exchange Commission on March 10, 2023 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities
Exchange Act of 1934, as amended; and that information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
/s/ PARESH PATEL
Paresh Patel
Chief Executive Officer
March 10, 2023
A signed original of this document has been provided to HCI Group, Inc. and will be retained by HCI Group, Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.
Written Statement of the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350
Exhibit 32.2
Solely for the purposes of complying with 18 U.S.C. ss.1350, I, the undersigned Chief Financial Officer of HCI Group, Inc. (the “Company”),
hereby certify, based on my knowledge, that the Annual Report on Form 10-K of the Company for the annual period ended December 31, 2022 as filed
with the Securities and Exchange Commission on March 10, 2023 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities
Exchange Act of 1934, as amended; and that information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
/s/ JAMES MARK HARMSWORTH
James Mark Harmsworth
Chief Financial Officer
March 10, 2023
A signed original of this document has been provided to HCI Group, Inc. and will be retained by HCI Group, Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.