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 Year Ended December 31, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-36462
Heritage Insurance Holdings, Inc.
Delaware
(STATE OF INCORPORATION)
45-5338504
(I.R.S. ID)
1401 N. Westshore Blvd., Tampa, FL., 33607
(727) 362-7200
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, par value $0.0001 per share
Trading Symbol(s)
HRTG
Name of Each Exchange on Which Registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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 Exchange Act. Yes ☐ No ☒
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, smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer
Non-accelerated filer
Emerging growth company
☐
☐
☐
Accelerated filer
Smaller reporting company
☒
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant 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. ☒
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 Registrant’s common stock held by non-affiliates was $219,084,320 on June 30, 2021, computed on the basis on the closing sale price of
the Registrant’s common stock on the New York Stock Exchange on that date. As of March 1, 2022, the number of shares outstanding of the Registrant’s common stock was
26,815,430.
Portions of the Registrant’s Proxy Statement for its Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K,
provided that if such Proxy Statement is not filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K,
an amendment to this Form 10-K shall be filed no later than the end of such 120-day period.
DOCUMENTS INCORPORATED BY REFERENCE
HERITAGE INSURANCE HOLDINGS, INC.
FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021
Table of Contents
PART I –
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II –
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III –
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV –
Item 15.
Item 16.
Signatures
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosure
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits, Financial Statement Schedules
Form 10-K Summary
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FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These forward-looking
statements include, but are not limited to, statements regarding: our core strategy and ability to fully execute our business plan; our growth, including by
geographic expansion, new lines of business, additional policies and new products and services, competitive strengths, proprietary capabilities, processes
and technology, results of operations and liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business,
financial and operational results and future economic performance; management’s efforts; statements of management’s goals and objectives, including
intentions to pursue certain business and handling of certain claims; projections of revenue, earnings, capital structure, reserves and other financial items;
assumptions underlying our critical accounting policies and estimates; assumptions underlying statements regarding us and our business; and other
similar expressions concerning matters that are not historical facts. These forward-looking statements are subject to risks and uncertainties that could
cause actual results and events to differ. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ
materially from such forward-looking statements is included throughout this filing and particularly in Item 1A: "Risk Factors" and Item 7 “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” set forth in this Annual Report on Form 10-K. All forward-looking statements
included in this document are based on information available to us on the date hereof, and we assume no obligation to revise or publicly release any
revision to any such forward-looking statement, except as may otherwise be required by law.
These statements are based on current expectations, estimates and projections about the industry and market in which we operate, and management’s
beliefs and assumptions. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,”
“would,” “estimate,” or “continue” or the negative variations thereof or comparable terminology are intended to identify forward-looking statements.
Forward-looking statements are not guarantees of future performance and involve certain known and unknown risks and uncertainties that could cause
actual results to differ materially from those expressed or implied by such statements. The risks and uncertainties include, without limitation:
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the possibility that actual losses may exceed reserves;
the concentration of our business in coastal states, which could be impacted by hurricane losses or other significant weather-related events
such as northeastern winter storms;
our exposure to catastrophic weather events, including severe convective storms, and the increasing frequency of such events;
inherent uncertainty of our models and our reliance on such models as a tool to evaluate risk;
the fluctuation in our results of operations;
increased costs of reinsurance, non-availability of reinsurance, non-collectability of reinsurance and our ability to obtain reinsurance on terms
and at a cost acceptable to us;
increased competition, competitive pressures, and market conditions;
our failure to accurately access and price the risks we underwrite;
our failure to identify suitable business acquisitions, effectively manage our growth and integrate acquired companies;
our failure to execute our diversification strategy;
our reliance on independent agents to write insurance policies for us on a voluntary basis and our ability to attract and retain agents;
the failure of our claims department to effectively manage or remediate claims;
low renewal rates and failure of such renewals to meet our expectations;
our inability to maintain our financial stability rating;
our ability to access sufficient liquidity or obtain additional financing to fund our operations and expand our business;
our ability to invest sufficient time and resources to diversify and expand our operations geographically, and develop new lines of business
and/or products and services;
our inability to generate investment income;
effects of emerging claim and coverage issues relating to legal, judicial, environmental and social conditions;
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the failure of our risk mitigation strategies or loss limitation methods;
lack of effectiveness of exclusions and loss limitation methods in the insurance policies we assume or write;
the regulation of our insurance operations;
the accuracy of our accounting and actuarial estimates and assumptions in the preparation of our financial statements, including the estimates
and assumptions for valuing goodwill and intangible assets and the risk of impairment;
changes in regulations and our failure to meet increased regulatory requirements, including minimum capital and surplus requirements;
litigation or regulatory actions;
regulation limiting rate increases or that require us to participate in loss sharing or assessments;
the terms of our indebtedness;
our ability to maintain effective internal controls over financial reporting;
certain characteristics of our common stock;
the continued and potentially prolonged impact of COVID-19 on the economy, demand for our products and our operations, including
measures taken by the governmental authorities to address COVID-19, which may precipitate or exacerbate other risks and/or uncertainties;
failure of our information technology systems or those of our key service providers and unsuccessful development and implementation of
new technologies;
a lack of redundancy in our operations; and
our failure to attract and retain qualified employees and independent agents or our loss of key personnel.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our
business, financial condition or operating results. The forward-looking statements speak only as of the date on which they are made, and, except as required
by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is
made or to reflect the occurrences of anticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in the forward-looking statements. Consequently, you
should not place undue reliance on forward-looking statements.
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PART I
Item 1. Business
Our Business
Heritage Insurance Holdings, Inc., (“we”, “our”, “us”, “Heritage” and the “Company”) is a super-regional property and casualty insurance holding
company that primarily provides personal and commercial residential insurance through our insurance company subsidiaries. We are vertically integrated
and control or manage substantially all aspects of insurance underwriting, customer service, actuarial analysis, distribution and claims processing and
adjusting. We are led by a highly experienced and diverse management team with significant expertise in the residential property insurance industry and
deep industry relationships.
Our insurance subsidiaries include:
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Heritage Property & Casualty Insurance Company (“Heritage P&C”), which provides personal and commercial residential property
insurance and commercial general liability insurance;
Narragansett Bay Insurance Company (“NBIC”), which provides personal and commercial residential property insurance; and
Zephyr Insurance Company (“Zephyr”), which provides personal residential and wind-only property insurance in Hawaii.
Our financial strength ratings are important in establishing our competitive position and can impact our ability to write policies. We are rated by
both Demotech, Inc. (“Demotech”) and Kroll Bond Rating Agency (“KBRA”). Demotech, a rating agency specializing in evaluating the financial stability
of insurers, maintains a letter-scale financial stability rating system (“FSR”) from A’’ (A double prime) to L (licensed by insurance regulatory authorities).
KBRA’s ratings assigned to insurance companies ranges from AAA (extremely strong operations to no risk) to R (operating under regulatory supervision).
Demotech and KBRA have assigned the following insurance financial strength ratings (“IFSR”) to our key operating subsidiaries. Additionally,
KBRA has assigned an investment grade issuer rating to the Company. The outlook for all ratings is stable.
Subsidiary
Heritage P&C
Zephyr
NBIC
Heritage Insurance
Demotech
Rating
A
A'
A
N/A
KBRA
Rating
BBB+
BBB+
A-
N/A
We also provide insurance and insurance-related services through the following operating subsidiaries:
KBRA
Investment
Rating
N/A
N/A
N/A
BBB-
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Osprey Re Ltd. (“Osprey”), our captive reinsurance subsidiary that may provide a portion of the reinsurance protection purchased by our
insurance company subsidiaries;
Heritage MGA, LLC, our managing general agent;
NBIC Service Company, which provides services to NBIC;
Contractors’ Alliance Network, LLC (“CAN”), our vendor network manager for claims and provider of restoration, emergency and
recovery services; and
Skye Lane Properties, LLC, our property management subsidiary.
Our Company
Our primary products are personal and commercial residential property insurance. On an admitted basis, we provide personal residential insurance
in fourteen eastern and gulf states and commercial residential insurance in three of those states. We also write personal residential insurance on an admitted
basis in Hawaii and on an excess and surplus lines basis in California. We are licensed, but inactive, in Pennsylvania.
We conduct our operations under one business segment.
As of December 31, 2021, we had 556,507 personal residential policies in force, representing $1.1 billion of annualized premium, 2,745 commercial
residential policies in force, representing $109.5 million of annualized premium, and 12,064 commercial general liability policies in force, representing
$10.1 million of annualized premium, for a total of 571,316 policies and $1.2 billion of annualized premium. For the years ended December 31, 2021, 2020
and 2019, we had gross premiums written of $1.2 billion, $1.1 billion and $937.9 million, respectively and operating (loss) income of ($68.1) million,
$10.2 million and $49.6 million, respectively. The operating loss for the year ended December 31, 2021 included a Goodwill impairment charge of $60.5
million. At December 31,
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2021 and 2020, we had total assets of $2.0 billion and $2.1 billion, respectively, and total stockholders’ equity of $343.1 million and $442.3 million,
respectively.
Our Strategy
Our overall strategy is to grow organically and geographically diversify our property insurance operations to achieve consistent positive results for
our shareholders, while mitigating risk from a single or series of catastrophic weather events. We believe this diversification also increases our supply of
risk transfer partners and optimizes reinsurance pricing. We intend to continue to grow profitably by undertaking the following:
Improve the Profitability of our Portfolio
We believe that our goal to improve the profitability of our business will be achieved through disciplined underwriting, diversification of our book
of business, and rate adequacy, as well as a robust reinsurance program. We continue our marketing efforts throughout the states in which we conduct
business. There are certain regions in Florida, such as the tri-county area and the central Florida area, where we are not seeking growth until the economics
improve. With our coastal exposure which includes exposure to hurricanes and other severe weather events, our reinsurance program provides meaningful
balance sheet protection and reduces earnings volatility. We have taken underwriting and rate actions to improve the profitability of our business and
continuously monitor our portfolio to manage the risk of wind and other perils. For example, we have significantly decreased our total insured value for
personal lines business in Florida’s Miami-Dade and Broward counties since 2017 given higher claims and reinsurance costs. As of December 31, 2021 and
2020, personal residential property insurance in Miami-Dade and Broward counties accounted for approximately 1.9% and 2.3%, respectively, of our total
insured value down from 5.0% in 2017.
Optimize Our Reinsurance Program
We continue to strategically evaluate our reinsurance program to obtain what we believe to be the most appropriate levels and sources of
reinsurance, and we trade with high quality reinsurers who are either rated or who collateralize our risk transfer. Our reinsurance program includes excess
of loss, quota share, per risk and facultative coverage. We believe there is sufficient capital to support our reinsurance program and that we have an
opportunity to obtain reasonable pricing and contract terms and conditions. We continue to evaluate cost-efficient alternatives to traditional reinsurance.
Each year we evaluate whether to meet a portion of our reinsurance needs through the use of our reinsurance subsidiary, Osprey, which helps to manage our
reinsurance expense and reduces our reliance on third-party reinsurance.
Efficiently Manage Losses and Loss Adjustment Expenses
We are committed to proactively managing our loss costs through prudent underwriting and by in-sourcing critical aspects of claims adjusting and
repair services. We have over 200 full-time employees dedicated to claims management. We have additional contracted claims adjusting and loss mitigation
resources in all states in which we conduct business and deploy those additional resources as needed. Our CAN subsidiary provides emergency claims and
repair services to our policyholders. While CAN’s initial operations were in Florida only, it has expanded to our northeastern and southeastern states and
Hawaii. We believe our significant internal and external resources allow us to deliver timely service to our policyholders and effectively manage claims
costs.
Expand and Cultivate Relationships with Large Independent Agencies
As described in our competitive strengths below, we believe that continuing to expand and cultivate our relationships with large independent
agencies and other stakeholders will foster continued organic growth. We have also established relationships with auto insurance carriers who package their
auto product with our residential property insurance product to provide growth opportunities.
Develop IT Solutions to More Effectively Service our Customers
We continuously work to enhance our technology resources in order to better serve our agents and policyholders, streamline our processes and
improve efficiency. We have made it a priority to transition each of our insurance companies to the same policy and claims system, which provides
efficiencies for our personnel as well as our agency networks.
Our Competitive Strengths
We believe that our growth to date and our ability to capitalize on our future growth prospects are a result of the following competitive strengths of
our business:
Experienced Management Team With a Long History in the Residential Property Insurance Market
We have an experienced executive management team led by Ernesto Garateix, Chief Executive Officer, Kirk Lusk, Chief Financial Officer and a
highly experienced and diverse senior management team with significant expertise in the residential property insurance industry and deep industry
relationships. Our former President, Richard Widdicombe, serves as Chairman of the Board.
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Strong, Conservative Capital Structure
As of December 31, 2021, we had stockholders’ equity of $343.1 million and Heritage P&C, NBIC and Zephyr, had policyholder surplus, as defined
by statutory accounting principles, of $120.0 million, $101.6 million and $80.4 million, respectively. The surplus for each of our insurance subsidiaries is
well in excess of the minimum capital levels required by our insurance regulators and Demotech.
Selective Underwriting and Policy Acquisition Criteria
We believe our proprietary data analytics capabilities and underwriting processes allow us to make better risk selections leading to profitability and
high levels of policy retention. Our data analytics are embedded in the underwriting process and are used for strategic expansion into new product lines and
states.
Unique Claims Servicing Model and Superior Customer Service
We believe that the vertical integration of our claims adjusting, water mitigation, and repair services provides us with a competitive advantage.
Through our management of both claims adjusting and repair services, we are less reliant on third parties and are generally able to begin the adjustment and
mitigation process in a timely manner, benefitting loss costs. We also believe our unique model provides a superior level of customer service for our
policyholders, enhancing our reputation and increasing the likelihood that our policyholders will renew their policies with us.
Relationships with Highly Rated Reinsurers
We manage our exposure to catastrophic events through, among other things, the purchase of reinsurance. Our relationships with highly rated
reinsurers have been developed as a result of our management team’s industry experience and our reputation for selective underwriting and effective claims
management. Our financial strength, underwriting results and the long-term relationships between our management team and our reinsurance partners help
improve the cost-effectiveness of our reinsurance program.
Relationships with Independent Agents and National Underwriters
We have developed relationships with a large network of independent insurance agents. We have partnerships with certain large retail agencies
which amplify our production. We believe we have been able to build this network due to our financial stability, disciplined underwriting, claims and
mitigation capabilities, customer service, and robust reinsurance program. We have forged strategic relationships with national insurers and agencies that
provides us access to their agent and production networks. The Products and Distribution section below describes the breadth of our agency network.
COVID-19 Update
With regard to the COVID-19 pandemic, the health and safety of our employees and their families is a priority. The Company has implemented
return-to-office and hybrid programs, with the latter including a combination of in-office and remote work..
We continue to monitor the short-and long-term impacts of COVID-19, a global pandemic that has caused a significant slowdown in the global
economy beginning in March 2020. During the year ended December 31, 2021, we saw negligible impact to our business. As a residential property insurer,
we view our business as somewhat insulated from the effects of the pandemic because property owners and renters generally view our products as a
necessity. The majority of our gross and net premiums written are from renewals of expiring policies. New business, which accounts for a smaller portion
of our revenue, may be impacted if consumers are not buying as many new homes in our geographies, but this could be partially or fully offset by increased
retention in our renewal portfolio. While we have not experienced disruptions to our independent agency channel, in a prolonged recessionary and social-
distancing environment, we could experience disruptions that could have a negative impact on our revenues and financial condition. Changes in the cost of
materials and labor for home repairs can influence our loss costs associated with claims.
Although we have not experienced a significant amount of payment delays, or non-payment under prolonged recessionary economic conditions, we
could experience more significant delays in premium payments and possibly non-payment of premiums.
ESG Strategy
The advancement of the environmental, social and governance (“ESG”) framework is intended to promote awareness, sustainable and inclusive
development of insurance markets which has been an area of focus for standard setters and regulatory agencies at the state and federal level. We continue to
progress in integrating ESG strategies into our business and operations. Specifically:
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Environment - we are currently focused on becoming more energy efficient, mitigating and adapting to climate change along with
conserving water and reducing waste.
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Social – we have put emphasis on creating an inclusive equal opportunity workplace and inspiring others to support community relations.
Governance – we are committed in its pursuit in creating an ethical and transparent organization.
We continue to enhance our ESG policies as we assess, analyze and identify critical topics. We continue to monitor the expansion of these policies
to ensure compliance with future regulations, and assess and seek to implement best practices in response to any emerging guidance.
Our Competition
The market for residential property insurance is highly competitive in the states in which we conduct business. We primarily compete against single
state or regional carriers, but also compete to varying degrees against large national carriers and state-sponsored homeowners’ insurance entities. We
compete for business on the basis of price, financial strength, types of coverages offered, availability of coverage desired by customers, commission
structure and quality of service. We believe Heritage differentiates itself from many competitors with our service levels, financial resources, including a
robust reinsurance program, streamlined processes, and vertical integration of loss mitigation and repair services. We've consistently ranked in the top 25
writers of homeowners’ insurance business nationwide. Our market share by state varies depending upon our premium volume and that of competing
property insurance writers in those states.
Products and Distribution
Heritage P&C writes voluntary personal residential insurance policies through a network of more than 2,700 independent agents in the states in
which it is licensed. Approximately 25% of our new premium is written by agents that are affiliated with eight large agency networks with which we have
entered into master agency agreements. We market and write commercial residential policies through a network of approximately 400 independent agents
in Florida.
NBIC writes personal lines policies through a network of retail independent agents, wholesale agents and a partnership with a large direct agency.
We maintain master agency agreements with approximately 600 retail independent agents, representing over 900 agency locations, including several large
agency networks. We also distribute indirectly to over 1,500 retail locations through eight wholesale agency relationships. Our three largest independent
agency relationships represent approximately $77 million, or 16.8% annualized premiums. Additionally, we have expanded our product offering to include
commercial residential products in New Jersey and New York.
Zephyr writes personal and commercial insurance policies through a network of approximately 70 independent agencies in Hawaii. Approximately
51.0% of our voluntary premium is written by agents that are affiliated with three large agency networks with which we have entered into master agency
agreements.
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Our Markets
The following charts depict the geographic distribution of our in-force premium as of December 31, 2021 and 2020, respectively.
* * Other includes AL,CA,DE, GA, MD, MS, and VA
CGL = commercial general liability
CRES = commercial residential insurance
PRES = personal residential insurance
Underwriting
Our management establishes underwriting criteria for policies we accept. For consistency, efficiency, and compliance with our underwriting
standards, our underwriting process is generally automated with our predetermined criteria programmed into our policy system. Certain policies have
characteristics which require an independent review by our underwriters. Our underwriters evaluate and accept only those risks that they believe will enable
us to achieve an underwriting profit. To achieve underwriting profitability on a consistent basis, we focus on (1) the suitability of the risk to be assumed or
written, (2) the adequacy of the premium with regard to the risk to be assumed or written and (3) the geographic distribution of existing risk relative to the
risk to be assumed or written.
All of our underwriting is performed internally. The underwriting team includes actuarial staff, underwriters, our risk management team, and product
development personnel. Our underwriting team leverages our proprietary data analytics, which include a number of automated processes, to analyze a
number of risk evaluation factors, including the age, construction, location and value of the residence, premiums to be received from insuring the residence,
geographic concentrations of policyholders and the cost of reinsurance. The underwriting criteria that we consider will continue to evolve as our business
grows.
We also review our expiring policies to determine if those risks continue to meet our underwriting guidelines. If a given policy no longer meets our
criteria, we will take appropriate action, including raising rates, or, to the extent permitted by applicable law, not offering to renew the policy.
Policy Administration
We utilize web-based software solutions and insurance personnel to perform policy administration services, including processing, billing and policy
maintenance. The software is able to adapt to a variety of forms and rates, handle the administration of an increasing number of policies as we grow and
expand, and provide detailed information about our book of business to our internal underwriters so that they can adjust our underwriting criteria, as
necessary. The systems also allow us to provide renewal notices, late payment notices, cancellation notices, endorsements and policies to our customers on
a timely basis.
Claims Administration
We closely manage all aspects of the claims process, from processing the initial claim submission to providing remediation services for claims
through our wholly-owned subsidiary, CAN, or preferred vendors. Claims from policyholders are reviewed by our
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managers and staff adjusters, who assess the extent of the loss, which may include thorough on-site investigations, and determine the resources needed to
adjust each claim. Our claims are generally adjusted by our staff claims professionals, except in the case of a catastrophic event for which we have
contracted with several large national claims adjusting firms and experienced independent contractors to assist our adjusters with the increased volume of
claims to ensure timely responses to our policyholders. Our CAN subsidiary performs both catastrophe and non-catastrophe related repair and remediation
services. We deployed our extensive resources at CAN to perform emergency claim services and repairs in the aftermath of Hurricanes Irma, Florence and
Michael and use these resources for other severe weather events. Our CAN network has been expanded to other states in which we conduct business. We
believe our approach to claims handling results in a higher level of customer service and reduces our losses and loss adjustment expense.
To encourage our Florida policyholders to allow us to manage their claims from beginning to end, we developed the Platinum Program, which
provides participating customers with a 10% discount on their claim deductible, and gives us control over inspection, claims adjusting and repair services.
Loss and Loss Adjustment Expense Reserves
Our liability for losses and loss adjustment expenses represents our preliminary estimated ultimate liability of (i) claims that have been incurred and
reported, but not yet paid (case reserves), (ii) claims that have been incurred but not yet reported to us (“IBNR”), and (iii) loss adjustment expenses
(“LAE”) which are intended to cover the cost of settling claims, including investigation and defense of lawsuits resulting from such claims.
Considerable time can pass between the occurrence of an insured loss, the reporting of the loss and the 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. We continually review and adjust our estimated
losses as necessary based on industry development trends, evolving claims experience and new information obtained.
For a discussion and summary of the activity in the liability for losses and LAE for the years ended December 31, 2021, 2020 and 2019, Refer to
Note 13 “Reserve for Unpaid Losses” to our consolidated financial statements under Item 8 of this Annual Report on Form 10-K.
Technology
Our business depends upon the use, development and implementation of integrated technology systems. These systems enable us to provide a high
level of service to agents and policyholders by processing business efficiently, communicating and sharing data with agents, providing a variety of methods
for the payment of premiums and allowing for the accumulation and analysis of information for our management. We believe the availability and use of
these technology systems has resulted in improved service to agents and customers, increased efficiencies in processing our multi-state insurance business
and lower operating costs.
We license policy and claims administration and catastrophe modeling software from third parties. We also own, or license other technology systems
used by our insurance company affiliates. These technology systems consist primarily of an integrated central processing computer, a series of server-based
computer networks, a back-up server and various Internet-based communications systems.
Reinsurance
In order to limit our potential exposure to individual risks and catastrophic events, we purchase significant reinsurance from third party reinsurers.
Purchasing reinsurance is an important part of our risk strategy, and premiums ceded to reinsurers is one of our largest costs. Reinsurance involves
transferring, or “ceding”, a portion of the risk exposure on policies we write to another insurer, known as a reinsurer. To the extent that our reinsurers are
unable to meet the obligations they assume under our reinsurance agreements, we remain liable for the entire insured loss.
We have strong relationships with reinsurers, which we attribute to our management’s industry experience, disciplined underwriting, and claims
management capabilities. For each of the twelve months beginning June 1, 2020 and 2021, we purchased reinsurance from the following sources: (i) the
Florida Hurricane Catastrophe Fund, a state-mandated catastrophe fund (“FHCF”) for Florida admitted market policies only, (ii) private reinsurers, all of
which were rated “A-” or higher by A.M. Best Company, Inc. (“A.M. Best”) or Standard & Poor’s Financial Services LLC (“S&P”) or were fully
collateralized, and (iii) our captive reinsurance subsidiary, Osprey. In addition to purchasing excess of loss catastrophe reinsurance, we also purchased
quota share, property per risk and facultative reinsurance. Our quota share programs limit our exposure on catastrophe and non-catastrophe losses and
provides ceding commission income. Our per risk programs limit our net exposure in the event of a severe non-catastrophe loss impacting a single location
or risk. We also utilize facultative reinsurance to supplement our per risk reinsurance program where our capacity needs dictate.
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Our reinsurance agreements are prospective contracts. We record an asset, prepaid reinsurance premiums, and a liability, reinsurance payable, for the
entire contract amount upon commencement of our new reinsurance agreements. We generally amortize our catastrophe reinsurance premiums over the 12-
month contract period beginning on June 1 on a straight-line basis. Our quota share reinsurance is amortized over the 12-month contract period and may be
purchased on a calendar or fiscal year basis.
Our insurance regulators require all insurance companies, like us, to have a certain amount of capital and reinsurance coverage in order to cover
losses and loss adjustment expenses upon the occurrence of a catastrophic event. Our reinsurance program provides reinsurance in excess of our state
regulator requirements, which are based on the probable maximum loss that we would incur from an individual catastrophic event estimated to occur once
in every 100 years based on our portfolio of insured risks. The nature, severity and location of the event giving rise to such a probable maximum loss
differs for each insurer depending on the insurer’s portfolio of insured risks, including, among other things, the geographic concentration of insured value
within such portfolio. As a result, a particular catastrophic event could be a one-in-100-year loss event for one insurance company while having a greater or
lesser probability of occurrence for another insurance company. We also purchase reinsurance coverage to protect against the potential for multiple
catastrophic events occurring in the same year. We share portions of our reinsurance program coverage among our insurance company affiliates.
We are responsible for all losses and loss adjustment expenses in excess of our reinsurance program. For second or subsequent catastrophic events,
our total available coverage depends on the magnitude of the first event, as we may have coverage remaining from layers that were not previously fully
exhausted.
For the contract period ending May 31, 2022, our insurance company subsidiaries purchased catastrophe excess of loss reinsurance from the
following sources: (i) FHCF (i.e. Florida residential admitted market risks only), and (ii) over 50 third-party private reinsurers, all of which were rated “A-”
or higher by A.M. Best or S&P or which were fully collateralized and (iii) Osprey Re, our captive reinsurance subsidiary. There is no single reinsurer
representing more than 10% of the limit purchased for our program other than the FHCF.
The chart below lists our third-party reinsurers with A.M. Best and S&P ratings for all Heritage insurance company subsidiaries as of December 31,
2021. Refer to Note 12 “Reinsurance” to our consolidated financial statements under Item 8 of this Annual Report on Form 10-K.
9
Reinsurers
Aeolus Re Ltd./Keystone PF Segregated Account
Allianz Risk Transfer (Bermuda) Limited (obo PIMCO), 'Allianz Risk Transfer AG (Bermuda Branch)
Allied World Assurance Company, Ltd, Allied World Reinsurance Management Company/Allied World Insurance Company
American Agricultural Insurance Company
Arch Reinsurance Company
Arch Reinsurance Limited, Arch Reinsurance Limited (obo Quantedge Capital USA Inc), Arch Reinsurance Limited (obo Securis ILS
Management Ltd)
Ariel Re Bda Limited/Lloyd's Syndicate 1910, Ariel Re Bda Limited/Lloyd's Syndicate 1969
Ascot Bermuda Limited
Ascot Underwriting Inc./Lloyd's Syndicate 1414 (ASC)
Aspen Bermuda Limited, Aspen Re America/Aspen Insurance UK Limited
AXIS Reinsurance Company, AXIS Specialty Limited
Berkley Re America/Berkley Insurance Company
BGS Services (Bermuda) Limited/Lloyd's Syndicate 2987, Brit Insurance Services USA LLC/BRT Syndicate 2987 at Lloyd's
Chaucer Insurance Company DAC (Bermuda)
China Property & Casualty Reinsurance Company Ltd. (500)
Chord Re Consortium 9840
Chubb Tempest Re USA LLC/ACE Property and Casualty Insurance Company
Chubb Tempest Reinsurance Ltd.
DaVinci Reinsurance Ltd.
DUAL Commercial LLC (Tamesis Americas)/Allianz Global Risks US Ins Co
Eclipse Re Ltd/Segregated Account EC0035
Employers Mutual Casualty Company
Endurance Assurance Corporation
Everest Reinsurance Company
Fidelis Insurance Bermuda Limited, Fidelis Underwriting Limited
Fubon Insurance Co., Ltd. (500)
General Insurance Corporation of India
Group Ark Insurance Limited
Hannover Rueck SE, (obo Eskatos Capital Management), (obo Eskatos Capital Management), (obo Securis), (obo Pillar Capital
Management)
Harco National Insurance Company
Hiscox Insurance Company (Bermuda) Limited
Insurance Company of the West
Liberty Mutual Insurance Company
Lloyd's Syndicate(s)
Munich Reinsurance America, Inc.
Nautical Management Ltd on behalf of Syndicate 2357
Nautical Management Ltd./Markel Bermuda Limited
New India Assurance Company Limited (UK Branch)
Odyssey Reinsurance Company
Partner Reinsurance Company Limited (Marilla Distribution Platform)
Partner Reinsurance Company of the U.S.
Prospero Re Ltd.
Qatar Reinsurance Company Limited
Renaissance Reinsurance Ltd.
Renaissance Reinsurance U.S. Inc.
Satec Srl/New Reinsurance Company Ltd. (500)
SCOR Reinsurance Company
SiriusPoint America Insurance Company
Swiss Reinsurance America Corporation
Swiss Reinsurance America Corporation (Marilla Distribution Platform)
Taiping Reinsurance Company Limited (500)
The Toa Reinsurance Company of America
Topsail Reinsurance SPC, Ltd.
Transatlantic Reinsurance Company, (obo Integral Reinsurance Ltd)
TransRe/General Reinsurance Corporation
Validus Americas/Validus Reinsurance (Switzerland) Ltd, OmegaCat Reinsurance Ltd, (obo of AlphaCat Reinsurance Ltd)
Validus Reinsurance, Ltd. (Marilla Distribution Platform)
Vantage Risk Ltd.
XL Bermuda Ltd
XL Reinsurance America Inc.
A.M. Best Rating
Fully Collateralized
A+ g
A g
A
A+ g
A+
A
A g
A
A g
A g
A+
A
A g
A g
A
A++ g
A++
A g
A+ g
Fully Collateralized
A
A+ g
A+ g
A g
A
B++
A g
A+
A- p
A g
A p
A p
A
A+ g
A
A
B++
A
A+ g
A+ g
Fully Collateralized
A g
A+
A+
A+ g
A+ g
A- g
A+ g
A+ g
A
A g
Fully Collateralized
A+
A++
A g
A g
A- g
A+
A+ g
S&P Rating
NR
AA-
A-
NR
A+
A+
A+
NR
A+
A-
A+
A+
A+
A
A
A+
AA
AA
A+
AA
NR
NR
A+
A+
A-
A-
NR
NR
A
NR
A
NR
A
A+
AA-
A+
A
NR
A-
A+
A+
NR
A
A+
A+
AA-
AA-
A-
AA-
AA-
A
A+
NR
A+
AA+
A+
A+
NR
AA-
AA-
10
Investments
Our investments are managed by third-party asset managers. We have designed our investment policy to provide a balance between current yield,
conservation of capital and the liquidity requirements of our operations. As such, our invested assets are primarily held in cash and bonds of high credit
quality with relatively short durations. Our investment policy sets guidelines that provide for a well-diversified investment portfolio that is compliant with
insurance regulations applicable to the states in which we operate. Our investment objectives include liquidity, safety and security of principal, and returns.
The investment policy limits investments in common and preferred stocks and requires a minimum weighted average portfolio quality of A for our bond
portfolio with an overall duration of three to five years. No more than 2% of admitted assets can be invested in any one issuer, with slightly higher limits
for highly rated securities, excluding government-related securities. Investments in commercial mortgages cannot exceed 10% of admitted assets.
Prohibited investments include short sales and margin purchases, oil, gas, mineral or other types of leases, speculative uses of futures and options, unrated
corporate securities, non-US denominated securities, convertible securities, high risk CMO instruments, repurchase agreements, securities lending
transactions and speculative foreign currency valuation transactions. Our investment policy, which may change from time to time, is approved by our
Investment Committee and is reviewed on a regular basis in order to ensure that our investment policy evolves in response to changes in the financial
markets. Refer to Note 2 “Investments” to our consolidated financial statements under Item 8 of this Annual Report on Form 10-K.
As of December 31, 2021, we held $359.3 million in cash and cash equivalents and $694.7 million in investments, which were comprised of $669.4
million in fixed maturities, $1.4 million in common stock and $23.9 million in other invested assets. Of the $669.4 million of fixed maturities, $22.5
million of U.S. government agency securities were pledged to the Federal Home Loan Bank (“FHLB”) in connection with a FHLB loan to Heritage P&C.
Refer to Note 14 “Long-Term Debt” to our consolidated financial statements under Item 8 of this Annual Report on Form 10-K.
Seasonality of our Business
Our insurance business is seasonal; hurricanes typically occur during the period from June 1 through November 30 and winter storms generally
impact the first and fourth quarters, while hail and severe convective storms typically occur in the first and second quarters. Because our catastrophe
reinsurance program incepts on June 1 annually, any variation in the cost of our reinsurance, whether due to changes to reinsurance rates or changes in the
total insured value of our policy base, will be incurred over the twelve month period beginning with that date subject to certain adjustments.
Government Regulation
The insurance industry is extensively regulated. Our insurance company subsidiaries are subject to the laws and regulations of the states in which
they conduct business. The insurance regulatory statutes and rules provide for regulation of virtually all aspects of the business of insurance companies.
The states in which we conduct business, like many states, have adopted several model laws and regulations as promulgated by the National Association of
Insurance Commissioners (“NAIC”). State statutes and administrative rules generally require each insurance company that is part of a 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 which may materially affect the operations, management 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. In some instances, individual state insurance laws and regulations are even more
stringent than those promulgated by the NAIC or other states.
We are subject to regulations administered by a department of insurance in each state in which we do business. These regulations relate to, among
other things:
•
•
•
•
•
•
•
•
•
the content and timing of required notices and other policyholder information;
the amount of premiums the insurer may write in relation to its surplus (writing ratios);
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;
11
•
•
•
•
•
•
•
•
restrictions on the ability of insurance company subsidiaries to pay dividends to insurance holding companies;
approval of and 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
requiring reserves.
Over the past several years, various regulatory and legislative bodies have adopted or proposed new laws or regulations to address the cyclical
nature of the insurance industry, catastrophic events and insurance capacity and pricing. These regulations include (i) the creation of “market assistance
plans” under which insurers are induced to provide certain coverages, (ii) restrictions on the ability of insurers to rescind or otherwise cancel certain
policies in mid-term or to non-renew policies at their scheduled expirations, (iii) advance notice requirements or limitations imposed for certain policy non-
renewals, (iv) limitations upon or decreases in rates permitted to be charged, (v) expansion of governmental involvement in the insurance market and (vi)
increased regulation of insurers’ policy administration and claims handling practices. Further regulatory authorities have relatively broad discretion to
impose fines, sanctions, and other penalties, and 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.
Our insurance subsidiaries are subject to risk-based capital standards and other minimum capital and surplus requirements imposed under applicable
state laws. The risk-based capital standards, based upon the Risk-Based Capital Model Act adopted by the NAIC, require our insurance subsidiaries to
report the results of risk-based capital calculations to state regulators and the NAIC. These risk-based capital standards provide for different levels of
regulatory attention depending upon the ratio of an insurance company’s total adjusted capital, as calculated in accordance with NAIC guidelines, to its
authorized control level risk-based capital. Authorized control level risk-based capital is determined using the NAIC’s risk-based capital formula, which
measures the minimum amount of capital that an insurance company needs to support its overall business operations.
The State of Florida Office of Insurance Regulation (“FLOIR”) imposed certain additional solvency related requirements as a condition of receiving
a certificate of authority for our Florida insurance company subsidiary. Finally, our insurance company affiliates are subject to state regulations or consent
orders setting conditions related to various transactions, including intercompany transactions. We are in full compliance with all consent orders.
State regulators where we are and 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 related to financial condition, holding company issues and other matters. These regulatory
authorities also conduct periodic examinations into insurers’ business practices. Additionally, we are subject to assessments levied by governmental and
quasi-governmental entities from the states in which we conduct business.
Human Capital
At December 31, 2021, we had 648 full-time and part-time employees. We do not have collective bargaining agreements relating to any of our
associates. Our employees are our most valuable asset, and we are committed to building a workforce that supports each employee’s unique professional
journey. We believe having an inclusive work environment, which not only drives engagement but fosters innovation, is critical to driving growth. Our
business results depend in part on our ability to successfully manage our human capital resources, including attracting, identifying and retaining key talent.
We provide all employees a wide range of professional development experiences, both formal and informal. Our formal offerings include leadership
development experiences, vocational training, and a certification program. Most training and courses are delivered virtually.
We are committed to the health and safety of our employees which is critical to our success. We provide our employees with access to a variety of
innovative, flexible and convenient health and wellness programs. These programs are designed to support employees' physical and mental health by
providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors. We provide competitive
compensation and benefits as well as a 401(k) plan with employee matching opportunities, healthcare and insurance benefits, health savings and flexible
spending accounts, telemedicine, paid time off, family leave, employee assistance programs and free education, training and development programs.
12
Our Company is committed to the wellness of its employees and its community and as part of that commitment we have volunteer programs to
support our local community’s wellness which provides our employees paid time to volunteer to Heritage-sponsored volunteer opportunities.
Available Information
We make available free of charge on our investor website, investors.heritagepci.com, all materials that we file electronically with the Securities and
Exchange Commission (“SEC”), including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments
to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable
after electronically filing such materials with, or furnishing them to, the SEC. During the period covered by this Form 10-K, we made all such materials
available through our website as soon as reasonably practicable after filing such materials with the SEC. To access these filings, go to the Company’s
website at https://investors.heritagepci.com and under the “Investors” heading, click on “Financial Information” then “SEC Filings”.
The SEC maintains an Internet website, www.sec.gov that contains reports, proxy and information statements and other information that we file
electronically with the SEC. Our principal corporate offices are located at 1401 N. Westshore Blvd., Tampa, Florida, 33607.
13
Item 1A. Risk Factors
Set forth below are certain risk factors that could harm our business, results of operations and financial condition. You should carefully read the
following risk factors, together with the financial statements, related notes and other information contained in this Annual Report on Form 10-K. Our
business, financial condition and operating results may suffer if any of the following risks are realized. If any of these risks or uncertainties occur, the
trading price of our common stock could decline and you might lose all or part of your investment. This Annual Report on Form 10-K contains forward-
looking statements that contain risks and uncertainties. Please Refer to the discussion of “Forward-Looking Statements” of this Annual Report in
connection with your consideration of the risk factors and other important factors that may affect future results described herein.
Risks Related to Our Business
Our loss reserves are estimates and may be inadequate to cover our actual liability for losses, causing our results of operations to be adversely
affected.
We maintain reserves to cover our estimated ultimate liabilities for losses and loss adjustment expenses, also referred to as loss reserves. Our current
loss reserves are based primarily on our historical data and statistical projections of what we believe the resolution and administration of claims will cost
based on facts and circumstances then known to us. Our claims experience and our experience with the risks related to certain claims is inherently limited.
We use company historical data to the extent it is available and rely on industry historical data which may not be indicative of future periods. As a result,
our projections and our estimates may be inaccurate, which in turn may cause our actual losses to exceed our loss reserves. If our actual losses exceed our
loss reserves, our financial results and our ability to expand our business and to compete in the property and casualty insurance industry may be negatively
affected.
Factors that affect unpaid losses and loss adjustment expenses include the estimates made on a claim-by-claim basis known as “case reserves”
coupled with bulk estimates known as “incurred but not yet reported” (or “IBNR”). Periodic estimates by management of the ultimate costs required to
resolve all claims are based on our analysis of historical data and estimations of the impact of numerous factors such as (i) per claim information, (ii)
industry and company historical loss experience and development patterns, (iii) legislative enactments, judicial decisions, legal developments in the
awarding of damages and changes in political attitudes, and (iv) trends in general economic conditions, including the effects of inflation. Management
revises its estimates based on the results of its analysis. This process assumes that past experience, adjusted for the effects of current developments and
anticipated trends, is an appropriate basis for estimating the ultimate resolution of all claims. There is no precise method for subsequently evaluating the
impact of any specific factor on the adequacy of the reserves because the eventual redundancy or deficiency is affected by multiple factors.
Because of the inherent uncertainties in the reserving process, we cannot be certain that our reserves will be adequate to cover our actual losses and
loss adjustment expenses. If our reserves for unpaid losses and loss adjustment expenses are less than actual losses and loss adjustment expenses, we will
be required to increase our reserves with a corresponding reduction in our net income in the period in which the deficiency is identified. Future loss
experience substantially in excess of our reserves for unpaid losses and loss adjustment expenses could substantially harm our results of operations and
financial condition.
We have exposure to unpredictable catastrophes that are more pronounced because a large portion of our insurance business is conducted in
coastal states, which exposure can materially and adversely affect our financial results.
We write insurance policies that cover homeowners, condominium owners and commercial residential buildings for losses that result from, among
other things, catastrophes. We are therefore subject to losses, including claims under policies we have assumed or written, arising out of catastrophes that
may have a significant effect on our business, results of operations and financial condition. A significant catastrophe, or a series of catastrophes, could also
have an adverse effect on our reinsurers. Catastrophes can be caused by various events, including hurricanes, severe convective storms, tropical storms,
snowstorms, tornadoes, earthquakes, hailstorms, explosions, power outages, fires and by man-made events, such as terrorist attacks. Climate change, to the
extent it produces extreme changes in temperatures and changes in weather patterns, could affect the frequency or severity of weather-related catastrophes
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 and the severity of the event. As of December 31, 2021, nearly all of our premium in force related to business in
coastal states, which are especially subject to adverse weather conditions such as hurricanes, tropical storms, earthquakes, and winter storms. A single
catastrophic event, or a series of such events, destructive weather patterns, general economic trend, regulatory development or other condition specifically
affecting the states in which we conduct business, particularly the more densely populated areas of those states, could have a disproportionately adverse
impact on our business, financial condition and results of operations. 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. In total, for the period from June 1, 2021 through
May 31, 2022, we have purchased up to approximately $2.8 billion of catastrophe reinsurance coverage for Heritage P&C, Zephyr, and NBIC, for multiple
catastrophic events. Our ability to access this coverage, however, is subject to the severity and frequency of such events. We may experience significant
losses and loss adjustment expenses in excess of our retention or experience multiple retentions for a series of catastrophic events in a single season, which
could materially and adversely affect our financial results.
14
The inherent uncertainty of models and our reliance on such models as a tool to evaluate risk may have an adverse effect on our financial
results.
We license analytic and modeling software from third parties to facilitate our pricing, assess our risk exposure and determine our reinsurance needs.
Given the inherent uncertainty of modeling techniques and the application of such techniques, these models and databases may not accurately address the
emergence of a variety of matters which might impact our exposure to losses. If, these models may understate the exposures we are assuming, we may not
properly assess the risk and make poor decisions relating to pricing and underwriting. As a result, our financial results may be adversely impacted, perhaps
significantly.
Our results of operations may fluctuate significantly based on industry factors.
The insurance business historically has been a cyclical industry characterized by periods of intense price competition due to excess underwriting
capacity, as well as periods when shortages of capacity permitted an increase in pricing. As premium levels increase, there may be new entrants to the
market, which could then lead to increased competition, a significant reduction in premium rates, 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, including changes resulting from multiple and/or catastrophic weather
events, may affect the cycles of the insurance business significantly. 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.
In addition, the uncertainties inherent in the reserving process, together with the potential for unforeseen developments, including changes in laws
and the prevailing interpretation of policy terms, may result in losses and loss adjustment expenses materially different from the reserves initially
established. Changes to prior year reserves will affect current underwriting results by increasing net income if the prior year reserves prove to be redundant
or by decreasing net income if the prior year reserves prove to be insufficient. We may not record contingency reserves to account for expected future
losses. As a result, we expect volatility in operating results in periods in which significant loss events occur because generally accepted accounting
principles do not permit insurers or reinsurers to reserve for loss events until they have occurred and are expected to give rise to a claim. We anticipate that
claims arising from future events may require the establishment of substantial reserves from time to time.
We may not be able to collect reinsurance amounts due to us from the reinsurers with which we have contracted.
Reinsurance is a method of transferring part of an insurance company’s risk under an insurance policy to another insurance company. To the extent
that our reinsurers are unable to meet the obligations they assume under our reinsurance agreements, we remain liable for the entire insured loss. We use
reinsurance arrangements to significantly limit and manage the amount of risk we retain, to stabilize our underwriting results and to increase our
underwriting capacity. Our ability to recover amounts due from reinsurers under the reinsurance treaties we currently have in effect is subject to the
reinsurance company’s ability and willingness to pay and to meet its obligations to us. We attempt to select financially strong reinsurers with an A.M. Best
or S&P rating of “A-” or better or we require the reinsurer to fully collateralize its exposure. While we monitor from time to time their financial condition,
we also rely on our reinsurance broker and rating agencies in evaluating our reinsurers’ ability to meet their obligations to us.
Our reinsurance coverage in any given year may be concentrated with one or a limited group of reinsurers. No single private reinsurer represented
more than 10% of the overall limit purchased from our total reinsurance coverage. 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.
All residential insurance companies that write admitted business in Florida, including Heritage P&C, are required to obtain reinsurance through the
FHCF, and this coverage comprises a substantial portion of the Heritage P&C reinsurance program for our Florida insured properties. The limit and
retention of the FHCF coverage is subject to upward or downward adjustment based on, among other things, submitted exposures to FHCF by all
participants. We have purchased private reinsurance alongside our FHCF layer to fill in gaps in coverage that may result from the adjustment of the limit or
retention of our FHCF coverage; however, such reinsurance would not cover any losses we may incur as a result of FHCF’s inability to pay the full amount
of our claims. If a catastrophic event occurs in Florida, the FHCF may not have sufficient funds to pay all of its claims from insurance companies in full or
in a timely manner. This could result in significant financial, legal and operational challenges to our Company. In the event of a catastrophic loss, FHCF’s
ability to pay may be dependent upon its ability to issue bonds in amounts that would be required to meet its reinsurance obligations. There can be no
assurance that FHCF will be able to do this. While we believe FHCF currently has adequate capital and financing capacity to meet its reinsurance
obligations, there can be no assurance that it will be able to meet its obligations in the future, and any failure to do so could have a material adverse effect
on our liquidity, financial condition and results of operations.
15
Reinsurance coverage may not be available to us in the future at commercially reasonable rates or at all.
The cost of reinsurance is subject to prevailing market conditions beyond our control such as the amount of capital in the reinsurance market, as well
as the frequency and magnitude 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.
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 in the states in which we do business is cyclical and, during times of increased capacity, highly
competitive. We compete not only with other public and private insurance companies, but also with state governmental insurance entities, mutual
companies, other underwriting organizations and alternative risk sharing mechanisms. Our principal lines of business are also 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 other companies that write insurance. Some of these competitors have greater financial resources, larger agency networks
and greater name recognition than we do. We compete for business not only on the basis of price, but also on the basis of financial strength, types of
coverages offered, and 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.
In addition, industry developments could further increase competition in our industry. These developments could include:
•
•
•
•
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 as a result of better premium pricing and/or policy terms;
an increase in programs in which state-sponsored entities provide property insurance in catastrophe-prone areas;
changes in state regulatory climates; and
the passage 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 us.
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.
Our success depends on our ability to adequately assess risk and set premiums accordingly, and our failure to do so could affect the growth of
our business and adversely impact our financial results.
Our results of operations and financial condition depend on our ability to underwrite and set premium rates accurately for a wide variety of risks.
Rate adequacy is necessary to generate sufficient premiums to pay losses, loss adjustment expenses, reinsurance costs and underwriting expenses and to
earn a profit. In order 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 successfully perform these tasks, and as a result price our products accurately, is subject to a number of risks and uncertainties,
some of which are outside our control, including:
•
•
•
•
•
•
the availability of sufficient reliable data and our ability to properly analyze available data;
regulatory delays in approving filed rate changes;
the uncertainties that inherently characterize estimates and assumptions;
our selection and application of appropriate rating and pricing techniques;
changes in legal standards, claim resolution 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 the
number of policies we write and our competitiveness. In either event, our profitability could be materially and adversely affected.
16
We may not be able to identify suitable acquisition candidates, effectively integrate newly acquired businesses or achieve expected profitability
from acquisitions.
Part of our growth strategy is to expand through the acquisition of complementary businesses. This could occur through an acquisition of a company
or a portion of a company’s business. There can be no assurance that suitable candidates for business acquisitions can be identified or, if suitable candidates
are identified, that acquisitions can be completed on acceptable terms, if at all. Even if suitable candidates are identified, any future acquisitions may entail
a number of risks that could adversely affect our business and the market price of our common stock, including the integration of the acquired operations
and information systems, diversion of management's attention, risks of entering new market regions in which we have limited experience, adverse short-
term effects on our reported operating results, the potential loss of key employees of acquired businesses, changes for impairment of long-terms assets or
goodwill and risks associated with unanticipated liabilities.
In connection with an acquisition, we could incur debt, recognize amortization expenses related to intangible assets, have to take large and
immediate write-offs, including but not limited to goodwill impairment, and assume liabilities. We may also use our common stock to pay for acquisitions.
If the owners of potential acquisition candidates are not willing to accept our common stock in exchange for their businesses, our acquisition prospects
could be limited. Future acquisitions could also result in accounting charges, potentially dilutive issuances of equity securities and increased debt and
contingent liabilities, including liabilities related to unknown or undisclosed circumstances, any of which could have a material adverse effect on our
business and the market price of our common stock.
We carry a significant amount of goodwill and intangible assets on our consolidated balance sheets. Earnings for future periods may be
impacted by impairment charges for goodwill and intangible assets.
Goodwill is the excess of purchase price over the fair value of the net assets of acquired businesses. We evaluate goodwill for impairment at least
annually, or more frequently if circumstances suggest an impairment may have occurred.
While we believe we have made reasonable estimates and assumptions to calculate the fair values of our reporting units which were based on facts
and circumstances known at such time, it is possible that existing or new events may result in forecasted cash flows, revenue and earnings that differ from
those that formed the basis of our estimates and assumptions, which could be materially different from our estimates and assumptions. If so, we could be
required to incur a non-cash goodwill impairment charge to operating income for impairment. For example, as a result of a variety of factors, specifically
(i) disruptions in the equity markets, specifically for property and casualty insurance companies, largely due to recent weather-related catastrophe events,
(ii) elevated loss ratios for property insurers in our markets and (iii) trading of our stock below book value, we determined that a portion of our goodwill
was impaired as the carrying values exceeded fair value and we recorded a non-cash goodwill impairment charge of $60.5 million. Any impairment in the
value of our goodwill would have an adverse non-cash impact on our results of operations and reduce our net worth. As of December 31, 2021, after giving
effect to the impairment charge, the carrying value of our goodwill was $92 million.
Additionally, we have a significant amount of intangible assets that could also be subject to impairment. If we determine that a significant
impairment has occurred in the value of our unamortized intangible assets, we could be required to write off a portion of our assets, which could adversely
affect our consolidated financial condition or our reported results of operations.
We may not be able to effectively execute our growth and diversification strategy.
We have and intend to continue to invest significant time and resources to develop and market geographic expansion, new lines of business and/or
products and services and we may not achieve the return on our investment that we expect. Initial timetables for the introduction and development of
geographic expansion, new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove
feasible. External factors, such as compliance with regulations, competitive alternatives, and shifting customer preferences may also impact the successful
implementation of our business plan. Such external factors and requirements may increase our costs and potentially affect the speed with which we will be
able to pursue new market opportunities. There can be no assurance that we will be successful in bringing new insurance products or geographic expansion
to our marketplace. Additionally, any geographic expansion, new line of business and/or new product or service could have a significant impact on the
effectiveness of our system of internal controls. Failure to successfully manage these risks could have a material adverse effect on our business, results of
operations and financial condition.
Our growth and diversification strategy involves expansion of our business to states outside of our existing markets. Geographic diversification may
be hindered by the fact that our operating history is less than the operating history of our competitors, and we may be unable to satisfy requirements
imposed by state regulators and other third parties.
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We rely on independent agents to write voluntary insurance policies for us, and if we are not able to attract and retain independent agents, our
revenues would be negatively affected.
We write personal and commercial insurance policies through a network of independent agents. Of our network of 2,700 southeast U.S. independent
agents, approximately 25.0% of new business is affiliated with eight large agency networks with which we have entered into master agency agreements,
which are generally terminable with notice. Of our network of approximately 600 retail independent agents for business in the northeastern U.S., our eight
largest relationships represent approximately $71.0 million in annualized premiums. Of our network of approximately 70 Hawaiian independent agencies,
approximately 50.8% are affiliated with three large multi-producer agencies.
Our strategic focus is to grow the number of policies written, which meet our underwriting criteria, throughout the states in which we are licensed,
which will further increase our reliance on our network of independent agents. If any of our independent agents cease writing policies for us, or if any of
our master agency agreements are terminated, we may suffer a reduction in the amount of products we are able to sell, which would negatively impact our
results of operations.
Many of our competitors also rely on independent agents. As a result, 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.
The failure of our claims department to effectively manage or remediate claims could adversely affect our insurance business, financial results
and capital requirements.
We rely on our claims department and any outsourced claims resources to facilitate and oversee the claims adjustment process for our policyholders.
Many factors could affect the ability of our claims department to effectively manage claims by our policyholders, including:
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the accuracy of our adjusters as they make their assessments and submit their estimates of damages;
the training, background and experience of our claim’s representatives;
the ability of our claims department to ensure consistent claims handling;
the ability of our claims department to translate the information provided by adjusters into acceptable claims resolutions; and
the ability of our claims department to maintain and update its claims handling procedures and systems as they evolve over time based on
claims and geographical trends in claims reporting.
Any failure to effectively manage the claims adjustment process, including 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.
Additionally, as a component of the claims process, we leverage CAN’s vendor network to provide repair and remediation services to the
policyholder. If such services are not performed properly, we may face liability. Although we maintain professional liability insurance to cover losses
arising from our repair and remediation services, there can be no assurances that such coverage is adequate. In addition, our failure to timely and properly
remediate claims, or the perception of such failure, may damage our reputation and adversely affect our ability to renew existing policies or write new
policies.
If actual renewals of our existing contracts do not meet expectations, our premiums written in future years and our future results of operations
could be materially adversely affected.
Our insurance policies are written for a one-year term. We make assumptions about the renewal of our prior year’s contracts, including for purposes
of determining the amount of reinsurance we purchase. If actual renewals do not meet expectations or if we choose not to write on a renewal basis because
of pricing conditions, our premiums written in future years and our future operations would be materially adversely affected, and we may purchase
reinsurance beyond what we believe is the most appropriate level.
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Our inability to maintain our financial stability rating may have a material adverse effect on our competitive position, the marketability of our
product offerings, and our liquidity, operating results and financial condition.
Financial stability ratings are important factors in establishing the competitive position of insurance companies and can have a significant effect on
an insurance company’s business. Many insurance buyers, agents, brokers and secured lenders use the ratings assigned by rating agencies to assist them in
assessing the financial stability and overall quality of the companies from which they are considering purchasing insurance or in determining the financial
stability of the company that provides insurance. Each of our insurance company affiliates currently maintain a Demotech rating of “A” (“Exceptional”) or
higher. Our insurance company subsidiaries and the Company is also rated BBB- or better by KBRA. These financial stability ratings provide an objective
baseline for assessing solvency and should not be interpreted as (and are not intended to serve as) an assessment of a recommendation to buy, sell, or hold,
any securities of an insurance company or its parent holding company, including shares of our common stock.
On an ongoing basis, rating agencies review the financial performance and condition of insurers and can downgrade or change the outlook on an
insurer’s ratings due to, for example, a change in an insurer’s statutory capital, a reduced confidence in management or a host of other considerations that
may or may not be under the insurer’s control. All ratings are subject to continuous review; therefore, the retention of these ratings cannot be assured. A
downgrade in any of these ratings could have a material adverse effect on our competitive position, the marketability of our product offerings and our
ability to grow in the marketplace.
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. Further, we may require additional capital in the future which may not be available or may only be available on unfavorable terms.
Our future growth and future capital requirements 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 business risks we choose to
assume and cede. These growth initiatives require capital. Our existing sources of funds include possible sales of common or preferred stock, incurring debt
and our earnings from operations and investments. Unexpected catastrophic events in our coverage 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 are
able to raise additional capital.
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 financing or curtail our growth. Based on our current operating plan, we believe that our 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 the amount and timing of our
capital needs, including our growth and profitability, the availability and cost 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 on
acceptable terms or at all. In the case of equity financings, dilution to our stockholders could result, and in any case such securities may have rights,
preferences and privileges that are senior to those of existing stockholders. If we cannot obtain adequate capital on favorable terms or at all, our business,
financial condition or results of operations could be materially adversely affected.
Our financial results may be negatively affected by the fact that a portion of our income is generated by the investment of our company’s capital,
premiums and loss reserves.
A portion of our income is, and likely will continue to be, generated by the investment of our capital, premiums and loss reserves. The amount of
income generated is a function of our investment policy, available investment opportunities and the amount of available cash invested. We are also
constrained by investment limitations required by our state insurance regulators. At December 31, 2021, approximately 95% of our total investments was
invested in fixed-maturity securities. We may, under certain circumstances, be required to liquidate our investments in securities at prices below book
value, which may adversely affect our financial results. We currently hold all of our cash in accounts with four financial institutions and, as a result of this
concentration, a portion of the balances in such accounts exceeds the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. While we monitor
and adjust the balances in our accounts as appropriate, these balances could be impacted if any of these financial institutions fail and could be subject to
other adverse conditions in the financial markets.
We may alter our investment policy to accept higher levels of risk with the expectation of higher returns. Fluctuating interest rates and other
economic factors make it impossible to estimate accurately the amount of investment income that will be realized. In fact, we may realize losses on our
investments.
The effects of emerging claim and coverage issues on our business are uncertain.
Loss frequency and severity in the property and casualty insurance industry and multi-peril personal line business, in general, has continued to
increase in recent years, principally driven by litigation and assignment of benefits (“AOB”) in the State of Florida.
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For example, in recent years, Florida homeowners have been assigning the benefit of their insurance recovery to third parties, which has resulted in
increases in the size and number of claims and the amount of litigation, interference in the adjustment of claims, the assertion of bad faith actions and one-
way rights to claim attorney fees. However, in July 2019, the Florida legislature enacted an AOB reform bill that intends to limit AOB litigation by creating
requirements for the execution of an AOB and allowing an insurance policy to prohibit any AOB. There can be no assurance that this new legislation will
reduce the future impact of AOB practices.
Many legal actions and proceedings have been brought on behalf of classes of complainants, which can 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 the
loss reserves of our insurance subsidiaries inadequate for current and future losses. In addition, as industry practices and 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 policies that are affected by the changes. As a result, the full extent of liability under our insurance
policies may not be known at the time such policies are issued or renewed, and our financial position and results of operations may be adversely affected.
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 our risk exposure including:
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employing proper underwriting processes;
carefully evaluating the terms and conditions of our policies;
geographic diversification; and
ceding insurance risk to reinsurance companies.
However, there are inherent limitations in these strategies. No assurance can be given that an event or series of unanticipated events will not result in
loss levels which could have a material adverse effect on our financial condition or results of operations.
Lack of effectiveness of exclusions and other loss limitation methods in the insurance policies we assume or write could have a material adverse
effect on our financial condition or our results of operations.
Various provisions of our policies, such as limitations or exclusions from coverage which are designed 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 limitation, 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 could have a
material adverse effect on our financial condition or results of operations.
Risks Related to Regulation of Our Insurance Operations
We 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.
We are subject to extensive state regulation. The NAIC and state insurance regulators regularly examine existing laws and regulations, generally
focusing on modifications to holding company regulations, interpretations of existing laws and the formation of new laws. Our insurance company
affiliates are subject to supervision and regulation that is primarily designed to protect our policyholders rather than our stockholders, and such regulation is
imposed by the states in which we are domiciled and the states in which our insurance subsidiaries do business. These regulations relate to, among other
things, the approval of policy forms and premium rates, our conduct in the marketplace, our compliance with solvency and financial reporting
requirements, transactions with our affiliates, limitations on the amount of business we can write, the amount of dividends we can pay to stockholders, and
the types of investments we can make. Insurance holding company regulations generally provide that transactions between an insurance company and its
affiliates must be fair and reasonable and must be clearly and accurately disclosed in the records of the respective parties, with expenses and payments
allocated between the parties in accordance with customary accounting practices. Many types of transactions between an insurance company and its
affiliates, such as transfers of assets, loans, reinsurance agreements, service agreements, certain dividend payments by the insurance company and certain
other material transactions, 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. These regulatory
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requirements may adversely affect or inhibit our ability to achieve some or all of our business objectives. In addition, regulatory authorities also may
conduct periodic examinations into insurers’ business practices. These reviews may reveal deficiencies in our insurance operations or differences between
our interpretations of regulatory requirements and those of the regulators.
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. Additionally, state legislation can impact our results of operations. For example, in 2007, Florida
enacted legislation that led to rate levels in the private insurance market that we believe, in many instances in the past, were inadequate to cover the related
underwriting risk. This same legislation required Citizens Property Insurance (“Citizens”) to reduce its premium rates and begin competing against private
insurers in the Florida residential property insurance market. Florida lawmakers may continue to enact or retain legislation that suppresses the rates of
Citizens, further adversely impacting the private insurance market and increasing the likelihood that it must levy assessments on private insurance
companies and ultimately on Florida consumers. These and other aspects of the political environment in jurisdictions where we operate may reduce our
profitability, limit our growth, or otherwise adversely affect our operations.
During the past several years, various regulatory and legislative bodies have adopted or proposed new laws or regulations to address the cyclical
nature of the insurance industry, catastrophic events and insurance capacity and pricing. These regulations include (i) the creation of “market assistance
plans” under which insurers are induced to provide certain coverages, (ii) restrictions on the ability of insurers to rescind or otherwise cancel certain
policies in mid-term or to nonrenew policies at their scheduled expirations, (iii) advance notice requirements or limitations imposed for certain policy non
renewals, (iv) limitations upon increases or decreases in rates permitted to be charged, (v) expansion of governmental involvement in the insurance market
and (vi) increased regulation of insurers’ policy administration and claims handling practices. Further, 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.
We cannot predict with certainty the effect any enacted, proposed or future state or federal legislation or NAIC initiatives may have on the conduct
of our business. Furthermore, there can be no assurance that the regulatory requirements applicable to our business will not become more stringent in the
future or result in materially higher costs than current requirements, or that creation of a federal insurance regulatory system will not adversely affect our
business or disproportionately benefit our competitors. Changes in the regulation of our business may reduce our profitability, limit our growth or otherwise
adversely affect our operations.
Our insurance subsidiaries are subject to minimum capital and surplus requirements, and our failure to meet these requirements could subject
us to regulatory action.
Our insurance subsidiaries are subject to risk-based capital standards and other minimum capital and surplus requirements imposed under applicable
state laws. The risk-based capital standards, based upon the Risk-Based Capital Model Act adopted by the NAIC, require our insurance subsidiaries to
report the results of risk-based capital calculations to state regulators and the NAIC. These risk-based capital standards provide for different levels of
regulatory attention depending upon the ratio of an insurance company’s total adjusted capital, as calculated in accordance with NAIC guidelines, to its
authorized control level risk-based capital. Authorized control level risk-based capital is determined using the NAIC’s risk-based capital formula, which
measures the minimum amount of capital that an insurance company needs to support its overall business operations.
An insurance company with total adjusted capital that is less than 200% of its authorized control level risk-based capital is at a company action
level, which would require the insurance company to file a risk-based capital plan that, among other things, contains proposals of corrective actions the
company intends to take that are reasonably expected to result in the elimination of the company action level event. Additional action level events occur
when the insurer’s total adjusted capital falls below 150%, 100%, and 70% of its authorized control level risk-based capital. The lower the percentage, the
more severe the regulatory response, including, in the event of a mandatory control level event (total adjusted capital falls below 70% of the insurer’s
authorized control level risk-based capital), placing the insurance company into receivership. As of December 31, 2021, our insurance subsidiaries each
maintained a risk-based capital ratio of over 300% and complied with the requirement of our state regulators. Our Florida subsidiary, HPCI, has agreed to
continue to maintain a risk-based capital ratio of at least 300%. For NBIC, our regulator reduced our risk-based capital ratio requirement from 375% for the
year ended December 31, 2020 to 350% for the year ended December 31, 2021.
In addition, our insurance subsidiaries are required to maintain certain minimum capital and surplus and to limit its written premiums to specified
multiples of its capital and surplus. Our insurance subsidiaries could exceed these ratios if their volume increases faster than anticipated or if their surplus
declines due to catastrophe or non-catastrophe losses or excessive underwriting and operational expenses.
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Any failure by our insurance subsidiaries to meet the applicable risk-based capital or minimum statutory capital requirements or the writings ratio
limitations imposed by state law could subject our insurance subsidiaries to further examination or corrective action imposed by state regulators, including
limitations on our writing of additional business, state supervision or liquidation.
Any changes in existing risk-based capital requirements, minimum statutory capital requirements, or applicable writings ratios may require us to
increase our statutory capital levels, which we may be unable to do.
Litigation or regulatory actions could have a material adverse impact on us
From time to time, we are subject to civil or administrative actions and litigation. Civil litigation frequently results when we do not pay insurance
claims in the amounts or at the times demanded by policyholders or their representatives. We also may be subject to litigation or administrative actions
arising from the conduct of our business and the regulatory authority of state insurance departments. Further, we are subject to other types of litigation
inherent in operating our businesses, employing personnel, contracting with vendors and otherwise carrying out our affairs. As industry practices and legal,
judicial, social and other environmental conditions change, unexpected and unintended issues related to claims and coverage may arise, including judicial
expansion of policy coverage and the impact of new theories of liability, plaintiffs targeting property and casualty insurers in purported class-action
litigation relating to claims-handling and other practices, and adverse changes in loss cost trends, including inflationary pressures in home repair costs.
Multiparty or class action claims may present additional exposure to substantial economic, non-economic or punitive damage awards. Current and future
litigation or regulatory matters may negatively affect us by resulting in the payment of substantial awards or settlements, increasing legal and compliance
costs, requiring us to change certain aspects of our business operations, diverting management attention from other business issues, harming our reputation
with agents and customers or making it more difficult to retain current customers and to recruit and retain employees or agents.
Regulation limiting rate increases and requiring us to participate in loss sharing may decrease our profitability.
From time to time, political dispositions affect the insurance market, including efforts to effectively suppress rates at a level that may not allow us to
reach targeted levels of profitability. Despite efforts to remove politics from insurance regulation, facts and history demonstrate that public policymakers,
when faced with untoward events and adverse public sentiment, can act in ways that impede a satisfactory correlation between rates and risk. Such acts
may affect our ability to obtain approval for rate changes that may be required to attain rate adequacy along with targeted levels of profitability and returns
on equity. Our ability to afford reinsurance required to reduce our catastrophe risk may be dependent upon the ability to adjust rates for our cost.
Additionally, we are required to participate in guaranty funds for insolvent insurance companies. The funds periodically assess losses against all
insurance companies doing business in the state. Our operating results and financial condition could be adversely affected by any of these factors.
Our revenues and operating performance will fluctuate due to statutorily approved assessments that support property and casualty insurance
pools and associations.
We operate in a regulatory environment where certain entities and organizations have the authority to require us to participate in assessments.
Currently these entities and organizations include, but are not limited to, state guaranty funds, state joint underwriting associations, fair plans, wind pools,
or the FHCF.
Insurance companies currently pass these assessments on to holders of insurance policies in the form of a policy surcharge and reflect the collection
of these assessments as fully earned credits to operations in the period collected. The collection of these fees, however, may adversely affect our overall
marketing strategy due to the competitive landscape of our business. As a result, the impact of possible future assessments on our balance sheet, results of
operations or cash flow are indeterminable at this time.
Risks Relating to Financing
Our variable rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly.
Borrowings under our credit facilities are at variable rates of interest and expose us to interest rate risk. If the rates on which our borrowings are
based were to increase from current levels, our debt service obligations on our variable rate indebtedness would increase even though the amount borrowed
remained the same, and our net income and cash available to service our other obligations would decrease.
Our financing costs may be adversely affected by the discontinuation of LIBOR.
LIBOR, the London interbank offered rate, is the basic rate of interest used in lending between banks on the London interbank market and was
historically widely used as a reference for setting the interest rate on loans globally, and has been the subject of recent
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proposals for reform. The ICE Benchmark Administration Limited (“IBA”) ceased the publication of USD LIBOR for the 1 week and 2 month tenors on
December 31, 2021 and intends to cease all other tenors on June 30, 2023. These reforms will cause the establishment of an alternative reference rate(s).
The U.S. Federal Reserve of New York’s ARRC working group is proposing to replace U.S. dollar LIBOR with Secured Overnight Financing Rate
(SOFR), which is calculated based on repurchase agreements with the Federal Reserve which are fully secured by U.S. treasury securities. This alternative
rate, if adopted, would be used to calculate our interest rates and/or payments on our variable rate indebtedness under our term loan facility and revolving
credit facility. Any new interest rate may result in interest rates and/or payments that are higher than, lower than, or that do not otherwise correlate over
time with the interest rates and/or payments that would have been applicable to our obligations if LIBOR was available in its current form. As such, the
potential effect of any such event is uncertain, but were it to occur, our cost of capital, financial results, cash flows and results of operations may be
adversely affected. At the current time, it is uncertain which of the various alternative reference rates will attain industry-wide market acceptance as a
replacement for LIBOR.
Our interest rate expense may materially increase as a result of the transition from LIBOR to an alternative reference rate. While we have amended
our credit facility to provide mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an
alternative benchmark rate, it is unclear the extent to which the alternative benchmark rates will be as predictable as LIBOR or if such rates will be more
expensive or more volatile than LIBOR. Unfortunately, there are various SOFR rates and none have gained widespread industry acceptance. Consequently,
post termination of LIBOR, our variable rate indebtedness may be at interest rates that are higher than the interest rates that would have been applicable to
our obligations if LIBOR was available in its current form.
We depend on the ability of our subsidiaries to generate and transfer funds to meet debt obligations.
We do not have significant revenue generating operations of our own. Our ability to make scheduled payments on our debt obligations and
dividends 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.
Risks Relating to Ownership of Our Common Stock
Certain provisions of our certificate of incorporation and our bylaws may make it difficult for stockholders to change the composition of our
board of directors and may discourage hostile takeover attempts that some of our stockholders may consider to be beneficial.
Certain provisions of our certificate of incorporation and bylaws may have the effect of delaying or preventing changes in control if our board of
directors determines that such changes in control are not in the best interests of us and our stockholders. The provisions in such certificate of incorporation
and bylaws include, among other things, the following:
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the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms, including preferences and
voting rights, of those shares without stockholder approval;
stockholder action can only be taken at a special or regular meeting and not by written consent;
advance notice procedures for nominating candidates to our board of directors or presenting matters at stockholder meetings; and
allowing only our board of directors to fill vacancies on our board of directors.
We have elected in our certificate of incorporation not to be subject to Section 203 of the DGCL, an anti-takeover law. In general, Section 203
prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with a person or group owning 15% or more of
the corporation’s voting stock for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions)
the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Accordingly, we will
not be subject to any anti-takeover effects of Section 203.
While these provisions have the effect of encouraging persons seeking to acquire control of our company to negotiate with our board of directors,
they could enable the board of directors to hinder or frustrate a transaction that some, or a majority, of the stockholders might believe to be in their best
interests, including an acquisition that would result in a price per share at a premium over the market price, and, in that case, may prevent or discourage
attempts to remove and replace incumbent directors.
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more
difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.
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Applicable insurance laws may make it difficult to effect a change of control of our company.
State insurance holding company laws require prior approval by the state insurance department of any change of control of an insurer that is
domiciled in that respective state. “Control” is generally defined as the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a company, whether through the ownership of voting securities, by contract or otherwise. Control is generally presumed to
exist through the direct or indirect ownership of 10% or more of the voting securities of a domestic insurance company or any entity that controls a
domestic insurance company. These laws may discourage potential acquisition proposals and may delay, deter or prevent a change of control of us,
including through transactions, and in particular unsolicited transactions, that some or all of our stockholders might consider to be desirable.
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General Risk Factors
The coronavirus (COVID-19) global pandemic may adversely affect our business, including revenues, profitability, results of operations, and/or
cash flows, in a manner and to a degree that cannot be predicted but could be material.
Despite recent progress in the administration of vaccines, both the outbreak of recent variants, including Delta and Omicron, and the related
containment and mitigation measures that have been put in place across the world, have had and are likely to continue to have adverse impacts on the
global economy and could have adverse impacts on our business and results of operations. The cumulative effects of COVID-19 on the Company, and the
effect of any other epidemic, pandemic or public health outbreak, cannot be predicted at this time, but could include, without limitation:
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We expect that the impact of COVID-19 on general economic activity could negatively impact our premium volumes. While we did not
experience this impact in 2021, we anticipate premium volumes, particularly in new sales volumes, could be adversely affected prospectively
if economic conditions worsen and home purchases in our geographies decline materially. If premium volumes were to decrease materially,
our earned premium would also decline and we could experience an increase in our net operating expense ratio.
States and local governments may launch measures to combat the spread of COVID-19 and its new variants, including travel bans,
quarantines and lock-downs of affected areas which could cause disruption to our distribution channel of independent agents which may have
a negative impact on our revenues and financial condition.
In an effort to support insurance consumers during the pandemic, some states where we market our products have issued mandates or
requests such as moratoriums on policy cancellations or non-renewals for non-payments of premiums, forbearance on premium collections,
waivers of late payment fees and extended periods in which policyholders may make their missed payments. These actions may result in
delayed premium receipts, disrupting cash flows and increasing credit risk from policyholders unable to make timely premium payments.
We may experience increased claims, losses, litigation, and related expenses, as well as higher costs related to delays in adjusting claims, as a
result of stay-at-home orders, quarantines, an increased proportion of individuals working from home, and an uptick in renovation work as a
result.
As a result of potential supply chain constraints and increased labor costs, whether caused by the COVID-19 pandemic or macroeconomic
factors generally, our loss costs associated with claims and claims amounts may increase due to the increased cost of materials and labor
needed for repairs and to otherwise remediate claims.
There has been and there may continue to be increased volatility and declines in financial markets which, could negatively impact liquidity
and credit availability and could continue to reduce the fair market value of, or result in the impairment of, invested assets held by the
Company.
The decline in interest rates could reduce future investment results.
The situation surrounding COVID-19 remains fluid. The rapid spread of the COVID-19 virus and its variants, the persistence of the resulting
pandemic and measures implemented to combat it may have an adverse effect on our business. Moreover, the longer the pandemic persists, the more
material the ultimate effects are likely to be. It is possible that there will be future negative effects that we cannot presently predict, including near term
effects. Even after the COVID-19 pandemic has subsided, we may continue to experience materially adverse impacts to our business as a result of any
economic recession or depression that has occurred or may occur in the future, and the potential for a material impact on the Company’s results of
operations, financial condition, and liquidity increases the longer the virus impacts activity levels in the United States and globally. For this reason, we
cannot reasonably estimate with any degree of certainty the future impact COVID-19 and its variants may have on the Company’s results of operations,
financial position, and liquidity. The extent to which the COVID-19 pandemic may impact the Company’s business, operating results, financial condition,
or liquidity will depend on future developments, including the duration of the pandemic, the pervasiveness of new variants of the virus, travel restrictions,
business and workforce disruptions, and the effectiveness of actions taken to contain and treat the disease, including the effectiveness and availability of
vaccines.
Our information technology systems, or those of our key service providers, may fail or suffer a loss of security 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 actuarial and other modeling functions necessary for writing business, as well as to handle our policy and claims
administration process (i.e., handling and adjusting claims, the billing, printing and mailing of our policies, endorsements, renewal notices, etc.). The
successful operation of our systems depends on a continuous supply of electricity. The failure of these systems or disruption in the supply of electricity
could interrupt our operations and result in a material adverse effect on our business.
25
The development and expansion of our insurance business is dependent upon the successful development and implementation of advanced
technology, including modeling, underwriting and information technology systems. Because we intend to expand our business by writing additional
policies, expanding to new geographic areas and entering into new lines of business, we are enhancing our information technology systems to handle and
process an increased volume of policies. Additionally, we have engaged service providers to provide us with policy and other administration services for
certain policies and we intend to continue to utilize third party systems as our policy count grows. The failure of any of these systems to function as
planned could slow our growth and adversely affect our future business volume service levels and results of operations. In addition, we have licensed
certain systems and data from third parties. We cannot be certain that we will have access to these, or comparable systems, or that our technology or
applications will continue to operate as intended. Moreover, we cannot be certain that we would be able to replace these systems without slowing our
underwriting or claims handling response time. A major defect or failure in our internal controls or information technology systems could result in
management distraction, harm to our reputation, a loss or delay of revenues or increased expense.
We may be subject to information technology failures, including data protection breaches and cyber-attacks, that could disrupt our operations,
damage our reputation and adversely affect our business, operations, and financial results.
We rely on our information technology systems for the effective operation of our business and for the secure maintenance and storage of
confidential data relating to our business and for our policyholders. We have implemented security controls to protect our information technology systems,
but experienced programmers or hackers may be able to penetrate our security controls, and develop and deploy viruses, worms and other malicious
software programs that compromise our confidential information or that of third parties and cause a disruption or failure of our information technology
systems. For example, during the first quarter of 2021, we experienced a cyber intrusion on certain of our information technology systems. In addition, we
have in the past and may in the future be subject to "phishing" attacks in which third parties send emails purporting to be from reputable companies in order
to obtain personal information and infiltrate our systems to initiate wire transfers or otherwise obtain proprietary or confidential information.
Our customers provide personal information that we store and maintain in our data warehouse and policy and claims systems. We have implemented
systems and processes to protect against unauthorized access to or use of such personal information, but there is no guarantee that these procedures are
adequate to safeguard against all security breaches or misuse of the information. Furthermore, we rely on encryption and authentication technology to
provide security and authentication to effectively secure transmission of confidential information, including customer bank account, credit card information
and other personal information. However, there is no guarantee that these systems or processes will address all of the cyber threats that continue to evolve.
In addition, many of the third parties who provide products, services, or support to us could also experience any of the above cyber risks or security
breaches, which could impact our policyholders and our business and could result in a loss of customers, suppliers or revenue.
Any compromise of our information technology systems could result in the unauthorized publication of our confidential business or proprietary
information, result in the unauthorized release of customer, supplier or employee data, result in a violation of privacy or other laws, expose us to a risk of
litigation, cause us to incur direct losses if attackers access our actuarial and other models, bank or investment accounts. Any breach in our information
systems could result in interruptions to our operations and damage to our reputation, and the misappropriation of confidential information could result in
regulatory enforcement actions, substantial 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. Any interruption to the use or access of our information systems at critical points in time
could adversely affect the timely and efficient operation of our business. Any delay in our business growth, significant costs or lost policyholders resulting
from such information technology failures could adversely affect our business, operations and financial results.
The cost and operational consequences of implementing additional data protection measures either as a response to specific breaches or as a result of
evolving changes in technology or risks, could be significant and negatively affect our business.
The development and implementation of new technologies will require an additional investment of our capital resources in the future.
Frequent technological changes, new products and services and evolving industry standards are all influencing the insurance business. We believe
that the development and implementation of new technologies will require additional investment of our capital resources in the future. We have not
determined, however, the amount of resources and the time that this development and implementation may require, which may result in short-term,
unexpected interruptions to our business, or may result in a competitive disadvantage in price and/or efficiency, as we endeavor to develop or implement
new technologies.
We do not have significant redundancy in our operations.
Despite system redundancy, our security measures and disaster recovery plan for our internal information technology may not be effective. Our
systems are vulnerable to damage from a number of sources, including energy blackouts, natural disasters and other catastrophic events, terrorism, war,
telecommunication failures and malicious software programs or cyber security attacks. We conduct our business primarily from offices located in Florida,
Hawaii, and Rhode Island where catastrophic weather events could damage our facilities or interrupt our power supply. The loss or significant impairment
of functionality in these facilities for any
26
reason could have a material adverse effect on our business, as we do not have significant redundancies to replace our facilities if functionality is impaired.
We contract with a third-party vendor to maintain complete daily backups of our systems; however, we have not fully tested our plan to recover data in the
event of a disaster.
Furthermore, our disaster recovery and business continuity plans involve arrangements with our off-site, secure data centers. In the event of a
catastrophic weather event or cyber security attack, we cannot assure that we will be able to access our systems from these facilities in the event that our
primary systems are unavailable. While we have established infrastructure and geographic redundancy for our critical systems, our ability to utilize these
redundant systems requires further testing and we cannot be assured that such systems are fully functional.
We are dependent on our executives, key employees and the ability to hire and retain a qualified workforce
Our future success depends on the efforts of our leadership team and workforce.
If any other member of senior management dies or becomes incapacitated, or leaves the company to pursue employment opportunities elsewhere,
we would be solely responsible for locating an adequate replacement for such senior management and for bearing any related cost. To the extent that we are
unable to locate an adequate replacement or are unable to do so within a reasonable period of time, our business may be significantly and negatively
affected.
Additionally, our future success is also based on our ability to develop the talent and skills of our human resources and attract and retain experienced
and qualified employees. For example, if the quality of our underwriters, claims or other personnel decreases, we may be unable to maintain our current
competitive position in the specialized markets in which we operate and be unable to expand our operations, which could adversely affect our results. There
is strong competition within the insurance industry and from businesses outside the insurance industry for qualified employees. The unexpected loss of key
employees in any of our could have a material adverse impact on our business because of the loss of such skills, knowledge of our products and years of
industry experience.
Item 1B. Unresolved Staff Comments
None
Item 2. Properties
The following is a summary of our offices and locations:
Location
Tampa, Florida
Safety Harbor, Florida
Honolulu, Hawaii
Clearwater, Florida
Johnston, Rhode Island
Business Use
Square Footage
Corporate Headquarters
Restoration Center
Insurance Company HI, Operations
Property occupied by unaffiliated tenant
Insurance Company NE, Operations
89,000
12,642
4,405
75,736
28,098
Lease Expiration Dates
Leased
Company owned
Leased
Company owned
Leased
Following our planned relocation to our new Tampa headquarters, which began in late 2021, we have subleased a portion of the remaining available
space at the Clearwater location to unaffiliated tenants. Approximately 75% of the building in Clearwater is leased to unaffiliated tenants.
Item 3. Legal Proceedings
We are subject to routine legal proceedings in the ordinary course of business. We believe that the ultimate resolution of these matters will not have
a material adverse effect on our business, financial condition or results of operations.
Item 4. Mine Safety Disclosures
Not applicable
27
PART II
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Common Stock
Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “HRTG”. As of March 1, 2022, we had 26,815,430
shares of common stock outstanding, including 279,860 shares of restricted stock for which restrictions have not lapsed.
Holders of Record
As of March 1, 2022, there were 47 holders of record of our common stock.
Dividends
In March 2022, our board of directors declared a cash dividend of $0.06 per share. While we have historically declared dividends, the declaration
and payment of dividends will be at the discretion of our board of directors and will depend on our profits, financial requirements and other factors, such as
restrictions under our credit facilities and other legal and regulatory restrictions on the payment of dividends, our overall business condition and other
elements our board of directors considers relevant. Refer to Note 22 “Equity” to our consolidated financial statements under Item 8 of this Annual Report
on Form 10-K.
Stock Repurchase Program
During the three months ended December 31, 2021, we purchased 1,108,789 shares of common stock for an aggregate of $7.2 million under out
stock repurchase program. In addition, we acquired 9,284 shares common stock for a total cost of $60,000 during the quarter ended December 31, 2021 that
were not part of the publicly announced stock repurchase program authorization. These shares were delivered to the Company by employees to satisfy tax
withholding obligations with the vesting of restricted stock awards.
A summary of our common stock repurchases during the quarter ended December 31, 2021, is set forth in the table below (in thousands, except
shares and price per share):
Period
October 1 - October 31, 2021
November 1 - November 30, 2021
December 1 - December 31, 2021
Total
Total Number of
Shares
Purchased
Average Price
Paid Per Share
(1)
—
488,873
629,200
1,118,073
$
$
$
—
6.77
6.22
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
—
488,873
619,916
1,108,789
$
$
$
Dollar Value of
Shares that May
Yet be Purchased
Under the Plans
(2)
or Programs
48,995
45,663
25,000
(1)
(2)
Represents the balance before commission and fees at the end of each period.
On December 19, 2021, the Board of Directors established a new share repurchase program, replacing the prior program which expired on
December 31, 2021 with approximately $45.7 million in remaining authorization. The new share repurchase program, which commenced on
December 31, 2021, allows the Company to repurchase up to an aggregate of $25.0 million of Common Stock, through open market
repurchases in compliance with Rule 10b-18 under the Exchange Act, and/or in privately negotiated transactions at management’s discretion
based on market and business conditions, applicable legal requirements, and other factors, in such manner as will comply with the terms of
applicable federal and state securities laws and regulations, at any time or from time to time on or prior to December 31, 2022.
28
Stock Performance Graph
The following five year graph and table compare the cumulative total stockholder return of our common stock for the quarterly periods of December
31, 2016 through 2021, assuming an initial investment of $100 and reinvestment of dividends with the performance among Heritage Insurance Holdings
Inc., NASDAQ Insurance Index and Russell 2000 Index. We are a component of the Russell 2000 index and it provides a small and mid-cap benchmark
index. The NASDAQ Insurance Index consists of all publicly traded insurance underwriters in the property and casualty sector in the United States.
Heritage Insurance Holdings, Inc
NASDAQ Insurance Index
Russell 2000 Index
Item 6. Selected Financial Data
Dec-16
Dec-17
Dec-18
Dec-19
Dec-20
Dec-21
100
100
100
117
103
113
97
94
99
89
120
123
69
121
146
42
137
165
Part II, Item 6 is no longer required as the Company has adopted certain provisions within the amendments to Regulation S-K that eliminate Item
301.
29
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Please read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial
statements and related notes included under Part II, Item 8 of this Annual Report on Form 10-K.
Overview
Heritage Insurance Holdings, Inc., is a super-regional property and casualty insurance holding company that primarily provides personal and
commercial residential insurance products across its multi-state footprint. We provide personal residential insurance in sixteen states and commercial
residential insurance in three of those states, while maintaining licenses in one additional state. As a vertically integrated insurer, we control or manage
substantially all aspects of underwriting, customer service, actuarial analysis, distribution and claims processing and adjusting.
The discussion of our financial condition and results of operations that follows provides information that will assist the reader in understanding our
consolidated financial statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted
for those changes, as well as how certain accounting principles, policies and estimates affect our consolidated financial statements. This discussion should
be read in conjunction with our consolidated financial statements and the related notes that appear elsewhere in this document.
COVID-19 and Other Matters
We continue to monitor the short- and long-term impacts of the COVID-19 virus and its variants. For the year ended December 31, 2021, we saw
negligible impact to our business, and that trend continued through the fourth quarter of 2021. As a residential property insurer, we view our business as
somewhat insulated because property owners and renters generally view our products as a necessity. The majority of our gross and net premiums written
are from renewals of expiring policies. New business, which accounts for a smaller portion of our revenue, may be impacted if consumers are not buying as
many new homes in our geographies, but this could be partially or fully offset by increased retention in our renewal portfolio. In a prolonged recessionary
and social-distancing environment, we could experience disruptions to our independent agency distribution channel, which may have a negative impact on
our revenues and financial condition. Changes in the cost of materials and labor for home repairs can influence our loss costs associated with claims. The
Company has implemented return-to-office and hybrid programs, with the latter including a combination of in-office and remote work.
While we acknowledge uncertainties associated with future economic conditions, we do not expect a material impact to our business going forward.
We will continue to monitor economic conditions and, in the case of a prolonged economic slowdown as a result of COVID-19, will take necessary actions
to mitigate any negative impacts to our business, operations or financial results.
Coronavirus Aid, Relief, and Economic Security Act
The CARES Act was enacted on March 27, 2020 in the United States. The CARES Act and related notices include several significant provisions,
including delaying certain payroll tax payments, mandatory transition tax payments under the TCJ Act, and estimated income tax payments that were
deferred to future periods. As of December 31, 2021, the Company has paid back 50% of the deferred payroll tax to the IRS with the remaining balance due
in December 2022. We do not currently expect the CARES Act to have a material impact on our liquidity or our financial results, except for the benefit
associated with a 5 year carryback of our 2020 tax net operating loss. We will continue to monitor and assess the impact the CARES Act and similar
legislation may have on our business and financial results.
Goodwill Impairment Charge
Goodwill impairment
We evaluate goodwill and other intangible assets for impairment at least on an annual basis or whenever events or changes in circumstances indicate
that it is more likely than not that the carrying amount of goodwill and other intangible assets may exceed their implied fair value. Goodwill is evaluated at
the reporting unit level, for which we have one reporting unit level. Any impairment is charged to operations in the period that the impairment is identified.
The evaluation of such factors requires considerable management judgment. Any adverse change in these factors could have a significant impact on the
recoverability of goodwill and could have a material impact on our Consolidated Financial Statements. During the fourth quarter of 2021, we completed
our annual analysis of goodwill for potential impairment. As a result of the analysis, we impaired a portion of our goodwill, reducing our carrying value of
goodwill from $152.5 million to $92 million.
30
Key Components of our Results of Operations
Revenue
Gross premiums written represent, with respect to a period, the sum of direct premiums written (premiums from policies written during the period,
net of any midterm cancellations and renewals of voluntary policies) and assumed premiums written (primarily premiums from state fair plan policies), in
each case prior to ceding premiums to reinsurers.
Gross premiums earned represent the total premiums earned during a period from policies written. Premiums associated with new and renewal
policies are earned ratably over the twelve-month term of the policy and premiums associated with assumed policies are earned ratably over the remaining
term of the policy.
Ceded premiums represent the cost of our reinsurance during a period. We recognize the cost of our reinsurance program ratably over term of the
arrangement, which is typically twelve months. Our catastrophe excess of loss reinsurance generally incepts June 1 and runs through May 31 of the
following year. Our net quota share treaty incepts December 31. Our other reinsurance programs may be purchased on a calendar or fiscal year basis.
Net premiums earned reflect gross premiums earned less ceded premiums during the period.
Net investment income represents interest earned on fixed maturity securities, short term securities and other investments, dividends on equity
securities.
Net realized and unrealized gains or losses represent gains or losses on investment sales and unrealized gains or losses on equity securities.
Other revenue includes rental income due under non-cancelable leases for space at the Company’s commercial property in Clearwater, Florida, and
all policy and pay-plan fees. Our regulators have approved a policy fee on each policy written for certain states; to the extent these fees are not subject to
refund, the Company recognizes the income immediately when collected. The Company also charges pay-plan fees to policyholders that pay premiums in
more than one installment and record the fees as income when collected.
Expenses
Losses and loss adjustment expenses (“LAE”) reflect losses paid, expenses paid to resolve claims, such as fees paid to adjusters, attorneys and
investigators, and changes in our reserves for unpaid losses and loss adjustment expenses during the period, in each case net of losses ceded to reinsurers.
Our reserves for unpaid losses and loss adjustment expenses represent the estimated ultimate cost of resolving all reported claims plus all losses we
incurred related to insured events that we assume have occurred as of the reporting date, but that policyholders have not yet reported to us (which are
commonly referred to as incurred but not reported, or “IBNR”). We estimate our reserves for unpaid losses using individual case-based estimates for
reported claims and actuarial estimates for IBNR losses. We continually review and adjust our estimated losses as necessary based on our evolving claims
experience, new information obtained and industry development trends. If our unpaid losses and loss adjustment expenses are considered deficient or
redundant, we increase or decrease the liability in the period in which we identify the difference and reflect the change in our current period results of
operations.
Policy acquisition costs (“PAC”) consist of: (i) commissions paid to outside agents at the time of policy issuance, (ii) policy administration fees paid
to a third-party administrator at the time of policy issuance, (iii) premium taxes and (iv) inspection fees. We recognize policy acquisition costs ratably over
the term of the underlying policy. We earn ceding commissions on our net quota share reinsurance contract and certain other reinsurance contracts, which
are reported as a reduction to policy acquisition costs and general and administrative expenses based upon the proportion these costs bear to production of
new business. Refer to Note 11 “Deferred Policy Acquisition Costs” to our consolidated financial statements under Item 8 of this Annual Report on Form
10K. Ceding commission income is deferred and earned over the contract period. The amount and rate of ceding commissions earned on the net quota share
contract can slide within a prescribed minimum and maximum, depending on loss performance and how future losses develop.
General and administrative expenses (“G&A”) include compensation and related benefits, professional fees, office lease and related expenses,
information system expenses, corporate insurance, and other general and administrative costs. As noted above, a certain portion of our ceding commissions
are allocated to general and administrative expenses.
Provision for income taxes consists of federal and state corporate level income taxes. The effective tax rate can fluctuate throughout the year as
estimates used in the quarterly tax provision are updated with additional information throughout the year. The effective tax rate can vary from the 26.5%
statutory federal and state blended rate depending on the amount of pretax income in proportion to permanent tax differences as well as state tax
apportionment. The 2020 effective tax rate was favorably impacted by the rate benefit associated with the 2020 tax loss carrybacks afforded through the
CARES Act enactment.
31
Ratios
Ceded premium ratio represents ceded premiums earned as a percentage of gross premiums earned.
Net loss ratio represents net losses and LAE as a percentage of net premiums earned.
Net expense ratio represents PAC and G&A expenses as a percentage of net premiums earned. Ceding commission income is reported as a reduction
of policy acquisition costs and G&A expenses.
Net combined ratio represents the sum of the net loss and expense ratio. The net combined ratio is a key measure of underwriting performance
traditionally used in the property and casualty insurance industry. A net combined ratio under 100% generally reflects profitable underwriting results.
Financial Results Highlights for the Year Ended December 31, 2021
•
•
•
•
•
•
•
•
•
•
Net loss was $74.7 million, or $(2.69) per diluted share.
Book value per share decreased to $12.82 down 19.6% from year-end 2020.
Gross premiums written and gross premiums in force of $1.2 billion, with gross premiums written up 7.8% year-over-year, including 16.2%
growth outside Florida and a 0.1% reduction in Florida.
Policies-in-force of 571,316, down 1.7% year-over-year.
Realized and unrealized capital losses of $16,000, down from gains of $22.4 million in the prior year.
Favorable prior year reserve development of $3.5 million.
Net current accident year weather losses of $148.1 million, up from $134.2 million in the prior year. Current accident year weather losses
include $67.5 million of catastrophe losses, down from $83.5 million in the prior year, and $80.7 million of other weather losses, up from
$50.7 million in the prior year.
Repurchased 1.3 million shares for $8.2 million at an average price of $6.52 per share, well below GAAP book value per share.
Board of Directors approved a new $25.0 million share repurchase authorization through December 31, 2022.
Total capital returned to shareholders of $14.9 million, including $0.06 per share regular quarterly dividend.
Results of Operations
In the following section, we discuss the results of our operations for the year ended December 31, 2021 compared to the year ended December 31,
2020. For a discussion of the year ended December 31, 2020 compared to the year ended December 31, 2019, please Refer to Part II, Item 7
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended
December 31, 2020, which was filed with the SEC on March 9, 2021.
Please read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial
statements and related notes included under Part II, Item 8 of this Annual Report on Form 10-K.
32
Consolidated Results of Operations
The following table summarizes our results of operations for the periods indicated:
REVENUE:
Gross premiums written
Change in gross unearned premiums
Gross premiums earned
Ceded premiums
Net premiums earned
Net investment income
Net realized gains
Other revenue
Total revenue
OPERATING EXPENSES:
Losses and loss adjustment expenses
Policy acquisition costs
General and administrative expenses
Goodwill impairment
Total operating expenses
Operating (loss) income
Interest expense, net
(Loss) income before income taxes
Benefit for income taxes
Net (loss) income
Basic net (loss) income per share
Diluted net (loss) income per share
NM – not meaningful
Gross premiums written
2021
Year Ended December 31,
2020
$ Change
(in thousands, expect per share amounts)
% Change
$
$
$
$
$
$
1,164,879
(20,717 )
1,144,162
(533,091 )
611,071
5,652
(16 )
14,854
631,561
427,370
145,968
65,787
60,500
699,625
(68,064 )
7,970
(76,034 )
(1,307 )
(74,727 )
(2.69 )
(2.69 )
$
$
$
$
$
$
1,080,100
(83,258 )
996,842
(452,120 )
544,722
12,302
22,395
13,966
593,385
373,387
128,276
81,537
—
583,200
10,185
7,972
2,213
(7,113 )
9,326
0.33
0.33
$
$
$
$
$
$
84,779
62,541
147,320
(80,971 )
66,349
(6,650 )
(22,411 )
888
38,176
53,983
17,692
(15,750 )
60,500
116,425
(78,249 )
(2 )
(78,248 )
5,806
(84,053 )
(3.02 )
(3.02 )
7.8 %
(75.1 %)
14.8 %
17.9 %
12.2 %
(54.1 %)
(100.1 %)
6.4 %
6.4 %
14.5 %
13.8 %
(19.3 %)
NM
20.0 %
(768.3 %)
(0.0 %)
NM
(81.7 %)
(901.3 %)
(915.2 %)
(915.2 %)
Gross premiums written of $1.2 billion, up 7.8% year-over-year, including 16.2% growth outside Florida and a 0.1% reduction in Florida. The
overall increase relates largely to rate-driven organic growth and policy count growth outside Florida. The largest amount of growth occurred in the
northeast. Rate increases materially benefited the growth in 2021 gross premiums written, contributing to a 10.1% increase in average premium per policy
across the book and a 15.5% increase per policy in our Florida personal residential book.
Gross premiums earned
Gross premiums earned were $1.1 billion for the year ended December 31, 2021, up 14.8% compared to $996.8 million in the prior year. The
increase in gross premiums earned reflects higher gross premiums written over the last twelve months.
Ceded premiums
Ceded premiums were $533.1 million for the year ended December 31, 2021, up 17.9% compared to $452.1 million in the prior year. The increase is
primarily attributable to purchasing increased reinsurance coverage for a larger book of business. Ceded premiums associated with our quota share
coverage increased due to the higher gross premiums written in the northeast. Additionally, favorable reinsurance premium true ups in the prior year
contributed to the 2021 overall ceded premium increase.
Net premiums earned
Net premiums earned were $611.1 million for the year ended December 31, 2021, up 12.2% compared to $544.7 million in the prior year. The
increase primarily stems from higher gross premiums earned, partly offset by higher ceded premiums.
Net investment income
Net investment income, inclusive of realized investment gains (losses) and unrealized gains (losses) on equity securities, was $5.6 million for the
year ended December 31, 2021, down 83.8% compared to $34.7 million in the prior year. The decrease relates primarily to higher realized gains on
investments sold in the prior year, coupled with a lower interest rate environment as the proceeds from those 2020 investment sales were re-invested.
33
Other revenue
Other revenue was $14.9 million for the year ended December 31, 2021, up 6.4% compared to $14.0 million in the prior year. The increase was
driven largely by policy fee income associated with growing gross premiums written.
Total revenue
Total revenue was $631.6 million for the year ended December 31, 2021, up 6.4% compared to $593.4 million in the prior year. The increase
primarily stems from higher net premiums earned partly offset by the decrease in net investment income, as described above.
OPERATING EXPENSES:
Losses and loss adjustment expenses
Policy acquisition costs
General and administrative expenses
Goodwill impairment
Total operating expenses
Losses and loss adjustment expenses
2021
Year Ended December 31,
2020
$ Change
% Change
$
$
427,370
145,968
65,787
60,500
699,625
$
$
373,387
128,276
81,537
—
583,200
$
$
53,983
17,692
(15,750 )
60,500
116,425
14.5 %
13.8 %
(19.3 %)
NM
20.0 %
Losses and LAE were $427.4 million for the year ended December 31, 2021, up 14.5% compared to $373.4 million in the prior year. The majority
of the increase stems from a larger book of business, a $13.9 million uptick in current accident year weather losses and a $16.1 million reduction in
favorable reserve development from prior year.
Policy acquisition costs
Policy acquisition costs were $146.0 million for the year ended December 31, 2021, up 13.8% compared to $128.3 million in the prior year. Higher
acquisition costs relate to the increase in gross premiums written.
General and administrative expenses
General and administrative expenses were $65.8 million for the year ended December 31, 2021, down 19.3% compared to $81.5 million in the prior
year. The decrease primarily relates to separation payments to two of our executive officers as well as vesting of a significant amount of stock
compensation in 2020.
Goodwill impairment
We evaluate goodwill and other intangible assets for impairment at least on an annual basis or whenever events or changes in circumstances indicate
that it is more likely than not that the carrying amount of goodwill and other intangible assets may exceed their implied fair value. Goodwill is evaluated at
the reporting unit level, for which we have one reporting unit level. Any impairment is charged to operations in the period that the impairment is identified.
The evaluation Goodwill impairment includes a review of a variety of factors as described below, which require considerable management judgment. Any
adverse change in these factors could have a significant impact on the recoverability of goodwill and could have a material impact on our Consolidated
Financial Statements. During the fourth quarter of 2021, we completed our annual analysis of goodwill for potential impairment. As a result of the analysis,
we impaired a portion of our goodwill, reducing our carrying value of goodwill from $152.5 million to $92 million based on the following factors: (i)
disruptions in the equity markets, specifically for property and casualty insurance companies, largely due to recent weather-related catastrophe events; (ii)
elevated loss ratios for property insurers in our markets; and (iii) trading of our stock below book value. These factors reduced our previously modeled fair
value of the Company and resulted in a $60.5 million goodwill impairment charge, which is not tax deductible.
Operating income
Interest expense, net
(Loss) income before income taxes
Benefit for income taxes
Net (loss) income
Basic net (loss) income per share
Diluted net (loss) income per share
2021
Year Ended December 31,
2020
$ Change
% Change
$
$
$
$
(68,064 )
7,970
(76,034 )
(1,307 )
(74,727 )
(2.69 )
(2.69 )
$
$
$
$
10,185
7,972
2,213
(7,113 )
9,326
0.33
0.33
$
$
$
$
(78,249 )
(2 )
(78,248 )
5,806
(84,053 )
(3.02 )
(3.02 )
(768.3 %)
(0.0 %)
NM
(81.6 %)
(901.3 %)
(915.2 %)
(915.2 %)
34
Interest expense, net
Interest expense was $8.0 million for the year ended December 31, 2021, flat from the prior year.
Benefit for income taxes
The benefit for income taxes was $1.3 million for the twelve months ended December 31, 2021 compared to a benefit for income taxes of $7.1
million for the twelve months ended December 31, 2020. The effective tax rate for the current year is 1.7% compared to (321.3%) for the prior year. The
variance in the effective tax rate relates primarily to a tax net operating loss for the year ended December 31, 2020, which was carried back five years under
The CARES Act and deductible at a 35% corporate income tax rate rather than the current 21% statutory corporate income tax rate. Our effective tax rate
was also impacted by the non-deductible goodwill impairment recognized during the fourth quarter of 2021. See further discussion of the goodwill
impairment in the critical accounting estimates section and Note 1 of the Notes to our Consolidated Financial Statements. Additionally, the effective tax
rate can fluctuate throughout the year as estimates used in the quarterly tax provision are updated with additional information throughout the year, including
changes to pre-tax income. For the year ended December 31, 2021, the effective tax rate was lower than the statutory rate primarily due to the impact of
permanent differences on the pre-tax loss.
Net (loss) income
Net loss for the twelve months ended December 31, 2021 was $74.7 million, down 901.3% from net income of $9.3 million in the prior year. The
decrease primarily relates to a goodwill impairment charge as described in Note 3 to the consolidated financial statements and large realized investment
gains and income tax benefits in the prior year which offsets the increase in revenue over the prior year, each of which is described above.
Ratios
Ceded premium ratio
Net loss and LAE ratio
Net expense ratio
Net combined ratio
Ceded premium ratio
Year Ended December 31,
2021
2020
46.6 %
69.9 %
34.7 %
104.6 %
45.4 %
68.5 %
38.5 %
107.0 %
The ceded premium ratio was 46.6% for the twelve months ended December 31, 2021, up 1.2 points from 45.4% in the prior year. The increase
primarily stems from ceded premium growth that outpaced growth in gross premiums earned, as described above.
Net loss ratio
The net loss and LAE ratio was 69.9% for the twelve months ended December 31, 2021, up 1.4 points from 68.5% in the prior year. The increase
primarily relates to lower favorable prior year reserve development as a percentage of net premiums earned, coupled with higher weather losses in the
current year.
Net expense ratio
The net expense ratio was 34.7% for the twelve months ended December 31, 2021, down 3.8 points from 38.5% in the prior year. The decrease
primarily stems from growth in net premiums earned and lower general and administrative expenses, as described above.
Net combined ratio
The net combined ratio was 104.6% for the twelve months ended December 31, 2021, down 2.4 points from 107.0% in the prior year. The decrease
stems from a lower net expense ratio, partly offset by a higher net loss ratio, as described above.
35
Liquidity and Capital Resources
Our principal sources of liquidity include cash flows generated from operations, our cash, cash equivalents, our marketable securities balances and
borrowings available under our credit facilities. As of December 31, 2021, we held $364.8 million in cash and cash equivalents and $694.7 million in
investments, compared to $446.4 million and $589.0 million as of December 31, 2020. The decrease in cash and cash equivalents was primarily due to the
re-investment in fixed income securities in 2021 using proceeds from sales of fixed income securities in 2020.
We generally hold substantial cash balances to meet seasonal liquidity needs including amounts to pay quarterly reinsurance installments as well as
meet the collateral requirements of Osprey, our captive reinsurance company, which is required to maintain a collateral trust account equal to the risk that it
assumes from our insurance company affiliates.
We believe that our sources of liquidity are adequate to meet our cash requirements for at least the next twelve months.
We may continue to pursue the acquisition of complementary businesses and make strategic investments. We may increase capital expenditures
consistent with our investment plans and anticipated growth strategy. Cash and cash equivalents may not be sufficient to fund such expenditures. As such,
in addition to the use of our existing Credit Facilities, we may need to utilize additional debt to secure funds for such purposes.
Statement of Cash Flows
The net increases (decreases) in cash and cash equivalents are summarized in the following table:
Net cash provided by (used in):
Operating activities
Investing activities
Financing activities
Net change in cash, cash equivalents,
and restricted cash
Operating Activities
For the Year Ended December 31,
2021
2020
2019
(in thousands)
2021 vs 2020
Change
2020 vs 2019
Change
$
60,130 $
(124,480 )
(17,281 )
170,211 $
22,062
(28,898 )
119,657 $
(53,585 )
(45,434 )
(110,081 ) $
(146,542 )
11,617
50,554
75,647
16,536
$
(81,631 )
$
163,375
$
20,638
$
(245,006 )
$
142,737
Net cash provided by operating activities for December 31, 2021 was $60.1 million compared to net cash provided by of $170.2 million during the
prior year. The decrease was driven primarily by the net loss for the year ended December 31, 2021 coupled with an increase in claim payments, a smaller
increase in unearned premiums due to significant premium growth during 2020, and collection of income taxes receivable in 2021 related to our income tax
return filings from previous years.
Investing Activities
Net cash (used in) provided by investing activities for the year ended December 31, 2021 was ($124.5) million compared to net cash provided by of
$22.1 million in the prior year. The variance relates primarily to proceeds from strategic sales of fixed income securities in 2020 the proceeds of which
were re-invested during 2021.
Financing Activities
Net cash used in financing activities for the year ended December 31, 2021 was $17.3 million, compared net cash used of $28.9 million in the prior
year. The variance relates primarily to payments on our term loan facility during 2020, coupled with larger purchases of treasury stock in 2020, as well as
income tax withholding in 2020 related to the vesting of a large amount of restricted stock.
Credit Facilities
The Company is party to a credit agreement (the “Credit Agreement”) by and among the Company, as borrower, certain subsidiaries of the
Company from time to time party thereto as guarantors, the lenders from time to time party thereto (the “Lenders”), Regions Bank, as Administrative
Agent and Collateral Agent, BMO Harris Bank N.A., as Syndication Agent, Hancock Whitney Bank and Canadian Imperial Bank of Commerce, as Co-
Documentation Agents, and Regions Capital Markets and BMO Capital Markets Corp., as Joint Lead Arrangers and Joint Bookrunners (as amended from
time to time, the “Credit Agreement”).
The Credit Agreement, as amended, provides for (1) a five-year senior secured term loan facility in an aggregate principal amount of $75 million
(the “Term Loan Facility”) and (2) a five-year senior secured revolving credit facility in an aggregate principal
36
amount of $75 million (inclusive of a $5 million sublimit for the issuance of letters of credit and a $10 million sublimit for swingline loans) (the
“Revolving Credit Facility” and together with the Term Loan Facility, the “Credit Facilities”).
Term Loan Facility. The principal amount of the Term Loan Facility amortizes in quarterly installments, which began with the close of the fiscal
quarter ending March 31, 2019, in an amount equal to $1.9 million per quarter, payable quarterly, decreasing to $875,000 per quarter commencing with the
quarter ending December 31, 2021 and increasing to $1.3 million per quarter commencing with the quarter ending December 31, 2024, with the remaining
balance payable at maturity. The Term Loan Facility matures on July 27, 2026. As of December 31, 2021, there was $70.0 million in aggregate principal
outstanding on the Term Loan Facility. On July 28, 2021, the principal amount of the term loan outstanding under the Term Loan Facility was increased by
$13.75 million to a total of $70.0 million from $56.25 million prior to the advance.
Revolving Credit Facility. The Revolving Credit Facility allows for borrowings of up to $75 million inclusive of a $5 million sublimit for the
issuance of letters of credit and a $10 million sublimit for swingline loans. As of December 31, 2021, and December 31, 2020, we had no borrowings and
no letters of credit outstanding under the Revolving Credit Facility.
At our option, borrowings under the Credit Facilities bear interest at rates equal to either (1) a rate determined by reference to LIBOR (based on one,
two, three or six-month interest periods), adjusted for statutory reserve requirements, plus an applicable margin or (2) a base rate determined by reference
to the greatest of (a) the “prime rate” of Regions Bank, (b) the federal funds rate plus 0.50%, and (c) the LIBOR index rate applicable for an interest period
of one month plus 1.00%, plus an applicable margin.
The applicable margin for loans under the Credit Facilities varies from 3.25% per annum to 3.75% per annum (for LIBOR loans) and 1.5% to 2.0%
per annum (for base rate loans) based on our consolidated leverage ratio. Interest payments with respect to the Credit Facilities are required either on a
quarterly basis (for base rate loans) or at the end of each interest period (for LIBOR loans) or, if the duration of the applicable interest period exceeds three
months, then every three months. As of December 31, 2021, the borrowing under our Credit Facilities were accruing interest at a rate of 2.9375% per
annum.
In addition to paying interest on outstanding borrowings under the Revolving Credit Facility, we are required to pay a quarterly commitment fee
based on the unused portion of the Revolving Credit Facility, which is determined by our consolidated leverage ratio.
We may prepay the loans under the Credit Facilities, in whole or in part, at any time without premium or penalty, subject to certain conditions
including minimum amounts and reimbursement of certain costs in the case of prepayments of LIBOR loans. In addition, we are required to prepay the
loan under the Term Loan Facility with the proceeds from certain financing transactions, involuntary dispositions or asset sales (subject, in the case of asset
sales, to reinvestment rights).
All obligations under the Credit Facilities are or will be guaranteed by each existing and future direct and indirect wholly owned domestic subsidiary
of the Company, other than all of the Company’s current and future regulated insurance subsidiaries (collectively, the “Guarantors”).
The Company and the Guarantors are party to a Pledge and Security Agreement, (as amended from time to time the “Security Agreement”), in favor
of Regions Bank, as collateral agent. Pursuant to the Security Agreement, amounts borrowed under the Credit Facilities are secured on a first priority basis
by a perfected security interest in substantially all of the present and future assets of the Company and each Guarantor (subject to certain exceptions),
including all of the capital stock of the Company’s domestic subsidiaries, other than its regulated insurance subsidiaries.
The Credit Agreement contains, among other things, covenants, representations and warranties and events of default customary for facilities of this
type. The Company is required to maintain, as of each fiscal quarter (1) a maximum consolidated leverage ratio of 2.75 to 1.00 for each fiscal quarter
ending in 2021, stepping down to 2.50 to 1.00 in 2022 and thereafter; (2) a minimum consolidated fixed charge coverage ratio of 1.20 to 1.00 and (3) a
minimum consolidated net worth for the Company and its subsidiaries. Events of default include, among other events, (i) nonpayment of principal, interest,
fees or other amounts; (ii) failure to perform or observe certain covenants set forth in the Credit Agreement; (iii) breach of any representation or warranty;
(iv) cross-default to other indebtedness; (v) bankruptcy and insolvency defaults; (vi) monetary judgment defaults and material nonmonetary judgment
defaults; (vii) customary ERISA defaults; (viii) a change of control of the Company; and (ix) failure to maintain specified catastrophe retentions in each of
the Company’s regulated insurance subsidiaries.
Convertible Notes
On August 10, 2017, the Company and Heritage MGA, LLC (the “Notes Guarantor”) entered into a purchase agreement (the “Purchase
Agreement”) with Citigroup Global Markets Inc., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Company agreed to issue and sell,
and the Initial Purchaser agreed to purchase, $125.0 million aggregate principal amount of the Company’s 5.875% Convertible Senior Notes due 2037 (the
“Convertible Notes”) in a private placement transaction pursuant to Rule 144A under the Securities Act, as amended (the “Securities Act”). The Purchase
Agreement contained customary representations, warranties and agreements of the Company and the Notes Guarantor and customary conditions to closing,
indemnification rights and obligations of the parties and termination provisions. The net proceeds from the offering of the Convertible Notes, after
deducting
37
discounts and commissions and estimated offering expenses payable by the Company, were approximately $120.5 million. The offering was completed on
August 16, 2017.
The Company issued the Convertible Notes under an Indenture (the “Convertible Note Indenture”), dated August 16, 2017, by and among the
Company, as issuer, the Notes Guarantor, as guarantor, and Wilmington Trust, National Association, as trustee (the “Trustee”).
The Convertible Notes bear interest at a rate of 5.875% per year. Interest began accruing on August 16, 2017 and is payable semi-annually in
arrears, on February 1 and August 1 of each year, starting on February 1, 2018. The Convertible Notes are senior unsecured obligations of the Company
that rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal
in right of payment to the Company’s unsecured indebtedness that is not so subordinated; effectively junior to any of the Company’s secured indebtedness
to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness or other liabilities incurred by the Company’s
subsidiaries other than the Notes Guarantor, which fully and unconditionally guarantee the Convertible Notes on a senior unsecured basis.
The Convertible Notes mature on August 1, 2037, unless earlier repurchased, redeemed or converted.
Holders may convert their Convertible Notes at any time prior to the close of business on the business day immediately preceding February 1, 2037,
other than during the period from, and including, February 1, 2022 to the close of business on the second business day immediately preceding August 5,
2022, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2017, if the
closing sale price of the Company’s common stock, for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days
ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the
conversion price of the Convertible Notes in effect on each applicable trading day; (2) during the ten consecutive business-day period following any five
consecutive trading-day period in which the trading price for the Convertible Notes for each such trading day was less than 98% of the closing sale price of
the Company’s common stock on such date multiplied by the then-current conversion rate; (3) if the Company calls any or all of the Convertible Notes for
redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date; or (4) upon the occurrence of
specified corporate events.
During the period from and including February 1, 2022 to the close of business on the second business day immediately preceding August 5, 2022,
and on or after February 1, 2037 until the close of business on the second business day immediately preceding August 1, 2037, holders may surrender their
Convertible Notes for conversion at any time, regardless of the foregoing circumstances.
The conversion rate for the Convertible Notes was initially 67.0264 shares of common stock per $1,000 principal amount of Convertible Notes
(equivalent to an initial conversion price of approximately $14.92 per share of common stock). The conversion rate is subject to adjustment in certain
circumstances and is subject to increase for holders that elect to convert their Convertible Notes in connection with certain corporate transactions (but not,
at the Company’s election, a public acquirer change of control (as defined in the Convertible Note Indenture)) that occur prior to August 5, 2022.
Upon the occurrence of a fundamental change (as defined in the Convertible Note Indenture) (but not, at the Company’s election, a public acquirer
change of control (as defined in the Convertible Note Indenture), holders of the Convertible Notes may require the Company to repurchase for cash all or a
portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be
repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
Except as described below, the Company may not redeem the Convertible Notes prior to August 5, 2022. On or after August 5, 2022 but prior to
February 1, 2037, the Company may redeem for cash all or any portion of the Convertible Notes, at the Company’s option, at a redemption price equal to
100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking
fund is provided for the Convertible Notes, which means that the Company is not required to redeem or retire the Convertible Notes periodically. Holders
of the Convertible Notes are able to cause the Company to repurchase their Convertible Notes for cash on any of August 1, 2022, August 1, 2027 and
August 1, 2032, in each case at 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the relevant repurchase date.
The Convertible Note Indenture contains customary terms and covenants and events of default. If an Event of Default (as defined in the Convertible
Note Indenture) occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in aggregate principal amount of the
Convertible Notes then outstanding by notice to the Company and the Trustee, may declare 100% of the principal of, and accrued and unpaid interest, if
any, on, all the Convertible Notes to be immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization (as set forth
in the Convertible Note Indenture) with respect to the Company, 100% of the principal of, and accrued and unpaid interest, if any, on, the Notes
automatically become immediately due and payable.
In the second quarter of 2018, the Company repurchased $10.6 million principal amount of Convertible Notes for cash. In the fourth quarter of 2018
and first quarter of 2019, the Company repurchased Convertible Notes in the aggregate principal amount of
38
$81.6 million for a combination of cash and the issuance of an aggregate of 3,880,653 shares of the Company’s common stock, valued at $53.0 million,
leaving $23.4 million in aggregate principal amount outstanding as of December 31, 2021. In January 2022, the Company reacquired an additional $11.7
million principal amount of outstanding Convertible Notes.
FHLB Loan Agreements
In December 2018, a subsidiary of the Company pledged U.S. government and agency fixed maturity securities with an estimated fair value of $31.0
million as collateral and received $19.2 million in a cash loan under an advance agreement with the FHLB Atlanta. The loan originated on December 12,
2018 and bears a fixed interest rate of 3.094% with interest payments due quarterly commencing in March 2019. The principal balance on the loan has a
maturity date of December 13, 2023. In connection with the agreement, the subsidiary became a member of FHLB. Membership in the FHLB required an
investment in FHLB’s common stock which was purchased on December 31, 2018 and valued at $1.4 million. The subsidiary is permitted to withdraw any
portion of the pledged collateral over the minimum collateral requirement at any time, other than in the event of a default by the subsidiary. The proceeds
from the loan was used to prepay the Company’s Senior Secured Notes due 2023 in 2018.
Contractual Obligations and Commitments
The following table summarizes our material contractual obligations and commitments as of December 31, 2021:
Contractual Obligations and Commercial Commitments
Total
(1)
(1)
Term loans, notes and interest
Convertible debt
(1)
Mortgage loan
FHLB agreement
Operating lease obligations
(1)
Total Contractual Obligations
Less Than 1
Year
1-3 Years
(in thousands)
3-5 Years
More than
5 - Years
$
$
77,260
35,793
18,601
20,375
37,444
189,473
$
$
5,515 $
1,376
893
602
4,566
12,952 $
11,141
2,751
1,786
19,773
8,694
44,145 $
60,603 $
2,751
1,786
—
7,960
73,100 $
—
28,915
14,137
—
16,224
59,276
(1) Amounts represent principal and interest payments to debt obligations. Debt obligations are classified based on their stated maturity date. For further information on long-term
debt, Refer to Note 14 “Long Term Debt” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
The expected timing of payments of the obligations in the preceding table is estimated based on current information. Timing of payments and actual
amounts paid may be different due to changes to agreed-upon amounts for some obligations.
Critical Accounting Policies and Estimates
The following discussion and analysis presents the more significant factors that affected our financial conditions as of December 31, 2021 and 2020
and results of operations for each of the years then ended. The preparation of financial statements in conformity with accounting principles of generally
accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. While we base estimates on historical experience, current information and other factors deemed to be relevant, actual results could
differ from those estimates.
We consider accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions
about matters that are highly uncertain and (ii) different estimates that management reasonably could have used for the accounting estimates in the current
period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on our consolidated
financial statements.
Goodwill and Intangible Assets. Goodwill and Other Intangible Assets arise as a result of business combinations and consist of the excess of the fair
value of consideration paid over the tangible and intangible assets acquired and liabilities assumed. Goodwill is subject to evaluation for impairment using
a fair value-based test. This evaluation is performed annually, during the fourth quarter or more frequently if facts and circumstances warrant. An
impairment loss would be recognized if, and to the extent that, the carrying value of goodwill exceeded the implied value. We review amortizable
intangible assets for impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. If we have concluded that
impairment exists, the carrying amount is reduced to fair value. For the year ended December 31, 2021, the Company recognized $60.5 million for a
goodwill impairment charge. There was deemed to be no impairment of the amortizable intangible assets.
Impairment of Long-Lived Assets Including Intangible Assets Subject to Amortization. We assess the recoverability of long-lived assets when events
or circumstances indicate that the assets might have become impaired. We determine whether the assets can be recovered from undiscounted future cash
flows and, if not recoverable, we would recognize impairment to reduce the carrying value to
39
fair value. Recoverability of long-lived assets is dependent upon, among other things, our ability to maintain profitability, so as to be able to meet its
obligations when they become due. No impairment was recognized in any period presented.
Premiums. We recognize direct and assumed premiums written as revenue, net of ceded amounts, on a daily pro rata basis over the contract period
of the related policies that are in force. For any portion of premiums not earned at the end of the reporting period, we record an unearned premium liability.
Premiums receivable represents amounts due from our policyholders for billed premiums and related policy fees. Our billing system is equity based
such that policies are cancelled if the unpaid premium exceeds the amount of premium earned. When we receive payments on amounts previously charged
off, we credit bad debt expense in the period we receive the payment. Balances in premiums receivable and the associated allowance account are removed
upon cancellation of the policy due to non-payment. We recorded bad debt expense of approximately $0, $161,300 and $290,300 in 2021, 2020, 2019,
respectively.
When we receive premium payments from policyholders prior to the effective date of the related policy, we record an advance premium liability. On
the policy effective date, we reduce the advance premium liability and record the premiums as described above.
Reserves for Unpaid Losses and Loss Adjustment Expenses. Reserves for unpaid losses and loss adjustment expenses, also referred to as loss
reserves, represent the most significant accounting estimate inherent in the preparation of our financial statements. These reserves represent management’s
best estimate of the amount we will ultimately pay for losses and loss adjustment expenses and we base the amount upon the application of various
actuarial reserve estimation techniques as well as considering other material facts and circumstances known at the balance sheet date. We establish two
categories of loss reserves as follows: Case reserves—When a claim is reported, we establish an initial estimate of the losses that will ultimately be paid on
the reported claim. Our initial estimate for each claim is based upon the judgment of our claims professionals who are familiar with property and liability
losses associated with the coverage offered by our policies. Then, our claims personnel perform an evaluation of the type of claim involved, the
circumstances surrounding each claim and the policy provisions relating to the loss and adjust the reserve, as necessary. As claims mature, we increase or
decrease the reserve estimates as deemed necessary by our claims department based upon additional information we receive regarding the loss, the results
of on-site reviews and any other information we gather while reviewing the claims. IBNR reserves—Our IBNR reserves include true IBNR reserves plus
“bulk” reserves. True IBNR reserves represent amounts related to claims for which a loss occurred on or before the date of the financial statements, but
which have not yet been reported to us. Bulk reserves represent additional amounts that cannot be allocated to particular claims, but which are necessary to
estimate ultimate losses on known claims. We estimate our IBNR reserves by projecting our ultimate losses using industry accepted actuarial methods and
then deducting actual loss payments and case reserves from the projected ultimate losses. We review and adjust our IBNR reserves on a quarterly basis
based on information available to us at the balance sheet date.
When we establish our reserves, we analyze various factors such as the evolving historical loss experience of the insurance industry as well as our
experience, claims frequency and severity, our business mix, our claims processing procedures, legislative enactments, judicial decisions and legal
developments in imposition of damages, and general economic conditions, including inflation. A change in any of these factors from the assumptions
implicit in our estimates will cause our ultimate loss experience to be better or worse than indicated by our reserves, and the difference could be material.
Due to the interaction of the foregoing factors, there is no precise method for evaluating the impact of any one specific factor in isolation, and an element of
judgment is ultimately required. Due to the uncertain nature of any future projections, the ultimate amount we will pay for losses will be different from the
reserves we record.
We determine our ultimate loss reserves by selecting an estimate within a relevant range of indications that we calculate using generally accepted
actuarial techniques. Our selection of the point estimate is influenced by the analysis of our paid losses and incurred losses since inception.
Our external reserving actuaries evaluated the adequacy of our reserves as of December 31, 2021 and concluded that our reported loss reserves
would meet the requirements of the insurance laws of the states in which our insurance subsidiaries are domiciled, be consistent with reserves computed in
accordance with accepted loss reserving standards and principles, and make a reasonable provision for all unpaid loss and loss adjustment expense
obligations under the terms of our contracts and agreements. In addition to $297.0 million of recorded case reserves, we recorded $293.2 million of IBNR
reserves as of December 31, 2021 to achieve overall gross reserves of $590.2 million. At December 31, 2021, ceded IBNR and net IBNR were $76.8
million and $216.4 million, respectively.
The process of establishing our reserves is complex and inherently imprecise, as it involves using judgment that is affected by many variables. We
believe a reasonably likely change in almost any of the factors we evaluate as part of our loss reserve analysis could have an impact on our reported results,
financial position and liquidity.
40
The following table quantifies the pro forma impact of hypothetical changes in our net loss reserves on our net income and stockholders’ equity as
of and for the year ended December 31, 2021 (in thousands):
Actual
Low
Estimate
% Change
from
Actual
High
Estimate
% Change
from
Actual
Net Loss Reserves
$
288,409 $
264,399
8.3 % $
378,583
(31.3 )%
Impact on:
Net (loss) income
Stockholders’ equity
Cash, cash equivalents and investments
(1)
$
$
$
(74,727 ) $
343,051 $
1,054,035 $
(57,079 )
360,699
1,071,683
(23.6 )% $
(5.1 )% $
(1.7 )% $
(141,005 )
276,773
987,758
(88.7 )%
19.3 %
6.3 %
(1) Estimated cash, cash equivalents and investments is intended to reflect the impact of loss reserves, net of taxes.
Policy Acquisition Costs. We incur policy acquisition costs that vary with, and are directly related to, the production of new business. Policy
acquisition costs consist of the following four items: (i) commissions paid to outside agents at the time of policy issuance, (ii) policy administration fees
paid to a third-party administrator at the time of policy issuance, (iii) premium taxes and (iv) inspection fees. We capitalize policy acquisition costs to the
extent recoverable, then we amortize those costs over the contract period of the related policy. We also earn ceding commission on our quota share
reinsurance contracts, which is presented as a reduction of policy acquisition costs with any excess unearned ceding commission recognized as a liability.
Ceding commission income is deferred and earned over the contract period. The amount and rate of ceding commissions earned on the net quota share
contract can slide within a prescribed minimum and maximum, depending on loss performance and how future losses develop.
We earn ceding commission on its gross and net quota share reinsurance contracts. Our accounting policy is to allocate ceding commission between
policy acquisition costs and general and administrative expenses for financial reporting purposes. Ceding commission is allocated between policy
acquisition costs and general and administrative expenses based upon the proportion these costs bear to production of new business. For the years ended
December 31, 2021, 2020 and 2019, we earned ceding commission income of $62.7 million, $57.1 million and $62.4 million of which $47.1 million, $43.0
million and $47.0 million was allocable to policy acquisition costs.
Provision for Premium Deficiency. At each reporting date, we determine whether we have a premium deficiency. A premium deficiency would
result if the sum of our expected losses, deferred policy acquisition costs and policy maintenance costs (such as costs to store records and costs incurred to
collect premiums and pay commissions) exceeded our related unearned premiums plus investment income. Should we determine that a premium deficiency
exists, we would write off the unrecoverable portion of deferred policy acquisition costs. No accruals for premium deficiency were considered necessary as
of December 31, 2021 and 2020.
Reinsurance. We follow industry practice of reinsuring a portion of our risks. Reinsurance involves transferring, or “ceding”, all or a portion of the
risk exposure on policies we write to another insurer, known as a reinsurer. To the extent that our reinsurers are unable to meet the obligations they assume
under our reinsurance agreements, we remain liable for the entire insured loss.
Our reinsurance agreements are prospective contracts. We record an asset, prepaid reinsurance premiums, and a liability, reinsurance payable, for the
entire contract amount upon commencement of our new reinsurance agreements. We amortize our prepaid reinsurance premiums over the 12-month
contract period.
In the event that we incur losses recoverable under our reinsurance program, we record amounts recoverable from our reinsurers on paid losses plus
an estimate of amounts recoverable on unpaid losses. The estimate of amounts recoverable on unpaid losses is a function of our liability for unpaid losses
associated with the reinsured policies; therefore, the amount changes in conjunction with any changes to our estimate of unpaid losses. In the event that we
incur losses recoverable under the reinsurance program, the estimate of amounts recoverable from reinsurers on unpaid losses may change at any point in
the future because of its relation to our reserves for unpaid losses.
We estimate uncollectible amounts receivable from reinsurers based on an assessment of factors including the creditworthiness of the reinsurers and
the adequacy of collateral obtained, where applicable. We had no uncollectible amounts under our reinsurance program or bad debt expense related to
reinsurance for the years ended December 31, 2021, 2020 and 2019.
Recent Accounting Pronouncements Not Yet Effective
The Company describes the recent pronouncements that have had or may have a significant effect on its financial statements or on its disclosures.
The Company does not discuss recent pronouncements that a) are not anticipated to have an impact on, or b) are unrelated to its financial condition, results
of operations, or related disclosures. For accounting pronouncements not yet adopted, Refer to Note 1 “Basis of Presentation, Nature of Business and
Significant Accounting Policies and Practices” to our consolidated financial statements included in this Annual Report on Form 10-K, for further
information.
41
Seasonality of our Business
Our insurance business is seasonal; hurricanes typically occur during the period from June 1 through November 30 and winter storms generally
impact the first and fourth quarters each year. With our catastrophe reinsurance program effective on June 1 each year, any variation in the cost of our
reinsurance, whether due to changes to reinsurance rates or changes in the total insured value of our policy base will occur and be reflected in our financial
results beginning June 1 of each year, subject to certain adjustments.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Our investment portfolios at December 31, 2021 included fixed-maturity and equity securities, the purposes of which are not for trading or
speculation. Our main objective is to maximize after-tax investment income and maintain sufficient liquidity to meet policyholder obligations while
minimizing market risk, which is the potential economic loss from adverse fluctuations in securities’ prices. We consider many factors when establishing
our investment policy, including credit ratings, investment concentrations, regulatory requirements, anticipated fluctuation of interest rates, durations and
market conditions in developing investment strategies. Investment securities are managed by a nationally recognized asset managers and are overseen by
the investment committee appointed by our board of directors. Our investment portfolios are primarily exposed to interest rate risk, credit risk and equity
price risk. We classify our fixed-maturity securities as available-for-sale and report any unrealized gains or losses, net of deferred income taxes, as a
component of other comprehensive income within our stockholders’ equity. As such, any material temporary changes in their fair value can adversely
impact the carrying value of our stockholders’ equity. Unrealized gains and losses for equity securities are reported in our consolidated statement of
operations as a component of net realized and unrealized gains and losses.
Interest Rate Risk
On July 28, 2021, the Company amended its Credit Agreement to provide mechanics relating to a transition away from LIBOR as a benchmark
interest rate for its indebtedness under the Credit Agreement and replace LIBOR with an alternative benchmark rate. Approximately 59% of our total debt
outstanding at December 31, 2021 is at a fixed rate.
The duration of the financial instruments held in our portfolio that are subject to interest rate risk was 3.903 years at December 31, 2021 and 3.615
years at December 31, 2020. Credit risk results from uncertainty in a counterparty’s ability to meet its obligations. Credit risk is managed by maintaining a
high credit quality fixed maturity securities portfolio. As of December 31, 2021, the estimated weighted-average credit quality rating of the fixed maturity
securities portfolio was A+, at fair value, consistent with an average credit quality rating at December 31, 2020.
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,
2021 (in thousands, except percentages):
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
Estimated Fair Value After
Change
Change In Estimated Fair
Value
Percentage Increase
(Decrease) in Estimated
Fair Value
$
$
$
$
$
$
590,985 $
617,105 $
643,229 $
694,662 $
711,521 $
712,789 $
(78,369 )
(52,249 )
(26,125 )
25,308
42,167
43,435
(12 )%
(8 )%
(4 )%
4 %
6 %
6 %
Credit risk can expose us to potential losses arising principally from adverse changes in the financial condition of the issuer of our fixed-maturity
securities. The Company’s Investment Committee has the responsibility to create, oversee, implement and review investment policies. The Investment
Committee is responsible for ensuring the policies mitigate this risk by investing in fixed-maturity securities that are generally investment grade and by
diversifying our investment portfolio to avoid concentrations in any single issuer or market sector.
42
The following table presents the composition of our fixed-maturity portfolio by rating at December 31, 2021 (in thousands, except percentages):
Comparable Rating
AAA
AA+, AA, AA-
A+, A, A-1+
BBB+, BBB, BBB-
Not rated
Amortized
Cost
% of Total
Amortized Cost
Fair Value
% of Total
Fair Value
$
$
$
$
$
$
135,004
314,194
134,857
91,054
136
675,245
20 % $
47 % $
20 % $
13 % $
0 % $
100 % $
134,613
310,821
133,983
89,800
136
669,354
20 %
47 %
20 %
13 %
0 %
100 %
Below investment grade securities have different characteristics than investment grade corporate fixed-maturity securities. Risk of loss from default
by the borrower is greater with below-investment grade securities. Typically, below investment grade securities are generally unsecured and are often
subordinated to other creditors of the issuer. Also issuers of below-grade securities usually have higher levels of debt and are more sensitive to adverse
economic conditions, such as recession or increasing interest rates, than investment grade issuers. At December 31, 2021, the Company held two securities
in aggregate of $136,000, at fair value, that were not rated.
Our equity investment portfolio at December 31, 2021 of membership shares held of FHLB common stock are carried at cost. The estimated fair
value of the FHLB common stock was based on the amount we would receive if our memberships were cancelled, as the membership cannot be sold.
The following table illustrates the composition of our equity portfolio at December 31, 2021 (in thousands):
Stocks by sector:
Financial
Energy
Other
Subtotal
Mutual Funds and ETF by type:
Equity
Subtotal
Total
Foreign Currency Exchange Risk
Estimated
Fair Value
% of Total
Estimated
Fair value
$
$
$
$
$
—
—
1,415
1,415
—
—
1,415
0 %
0 %
100 %
100 %
0 %
0 %
100 %
At December 31, 2021, we did not have any material exposure to foreign currency related risk.
43
Item 8. Financial Statements and Supplementary Data
HERITAGE INSURANCE HOLDINGS, INC.
INDEX OF CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (Plante & Moran, PLLC East Lansing, MI, PCAOB ID 166)
Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020
Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years Ended December 31, 2021, 2020 and 2019
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019
Notes to Consolidated Financial Statements
Page
45
48
49
50
51
53
44
Independent Registered Public Accounting Firm
Report of
To the Stockholders and Board of Directors of
Heritage Insurance Holdings, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying balance sheets of Heritage Insurance Holdings, Inc (the “Company”) as of December 31, 2021 and 2020, the related
statements of income, comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2021,
and the related notes and schedules (collectively referred to as the “financial statements”). We also have audited the Company's internal control over
financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (the “COSO framework”).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31,
2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity
with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2021, based on criteria established in the COSO framework.
Basis for Opinion
The Company's management is responsible for these financial statements, 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 Report on Internal Control over
Financial Reporting.” Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company's internal control
over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (“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, and whether effective internal control
over financial reporting was maintained in all material respects.
Our audits of the financial statements 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 included 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. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
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.
45
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.
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 a separate opinion on the critical
audit matters or on the accounts or disclosures to which they relate.
Liability for Unpaid Losses and Loss Adjustment Expenses - Refer to Notes 1 and 13 to the Financial Statements
Critical Audit Matter Description
The Company’s estimated liability for unpaid losses and loss adjustment expense (LAE) totaled $590.2 million at December 31, 2021. The Company’s
reserve for unpaid losses and LAE represents the estimated ultimate cost of settling all claims incurred related to insured events that have occurred as of the
reporting date. The Company determines the reserve for unpaid losses and LAE on an individual-case basis for those claims reported as of December 31,
2021, with bulk reserves for additional development, if any, on the reported claims and an estimate for unpaid losses and LAE for all claims incurred
related to insured events that have occurred as of December 31, 2021 but have not yet been reported by the policyholders to the Company (collectively
referred to as incurred but not reported, or IBNR). The Company estimates IBNR reserves by projecting ultimate losses using industry-accepted actuarial
methods. Management engages independent actuarial firms to prepare an actuarial analysis of unpaid losses and LAE and provides statements of actuarial
opinion on management’s estimate of unpaid losses and LAE.
Estimating the liability for unpaid losses and LAE requires significant judgment, relating to factors such as claim development patterns, severity, type and
jurisdiction of loss, economic conditions, legislative development, and a variety of actuarial assumptions. Estimating the liability for unpaid losses and
LAE is inherently uncertain, dependent on management’s judgment, and significantly impacted by claim and actuarial factors and conditions that may
change over time. The ultimate settlement of unpaid losses and LAE may vary materially from the recorded liability, and such variance may adversely
affect the Company’s financial results. For these reasons, we identified the estimate of unpaid losses and LAE as a critical audit matter, as it involved
especially subjective auditor judgment.
How the Critical Audit Matter was Addressed in the Audit
Our audit procedures related to the unpaid losses and LAE reserve included the following, among others:
•
•
•
•
We obtained an understanding, evaluated the design, and tested the operating effectiveness of key controls over the process and data used by
management to estimate the liability for unpaid losses and LAE, including those controls related to the estimation of and management’s
review of the estimated liability of unpaid losses and LAE.
We tested the completeness, integrity, and accuracy of the underlying data used by the Company’s actuaries, such as paid loss data, case
reserve data, loss adjustment expense data, and loss development tables.
We verified the consistency of the estimation process between the current year and those used in prior years and assessed the reasonableness
of management’s selection of its estimate for unpaid losses and LAE. With assistance from our engaged actuarial specialist, we reviewed the
reasonableness of the methods and assumptions used by the Company and their engaged actuaries to develop their unpaid losses and LAE
reserve estimate.
We evaluated management’s prior year estimate for unpaid losses and LAE and the factors leading to changes in the estimate recognized in
the current year. With the assistance of our engaged actuarial specialist, we assessed the reasonableness of management’s revisions to the
estimate for unpaid losses and LAE.
Goodwill Impairment Assessment - Refer to Notes 1 and 3 to the Financial Statements
Critical Audit Matter Description
Management tests goodwill for impairment annually during the fourth quarter, or more frequently should events or changes in circumstances indicate that
goodwill might be impaired. For the year ended December 31, 2021, the Company performed a quantitative impairment analysis on its one reporting unit
and concluded to recognize an impairment charge, as further described in Note 3. The Company used a weighting of the income (discounted cash flow
model) and market approaches (guideline public company method and guideline transaction method) to determine the fair value of the reporting unit. The
determination of the fair value using the discounted cash flow model requires management to make significant estimates and assumptions related to
forecasts of future income and losses and LAE expenses, which are sensitive to changes in expectations about future market or economic conditions. The
determination of
46
the fair value using the guideline public company method requires management to make significant assumptions related to price to tangible book value
multiples and price to earnings multiples, as well as significant assumptions related to control premiums. The determination of the fair value using the
guideline transaction method requires management to review the value of the business based on pricing multiples derived from the sale of companies that
are similar to the Company.
We identified the Company’s goodwill impairment assessment as a critical audit matter because of the significant estimates and assumptions involved in
determining the fair value of the reporting unit. Given the significance of the reported goodwill balance and the recorded impairment combined with the
inherent uncertainty involved in estimating the fair value of the reporting unit, which included evaluating management’s selection and weighting of
valuation methodologies and determining the reasonableness of significant assumptions and projected cash flows, the goodwill impairment evaluation
required a high degree of auditor judgment, including the need to involve our fair value specialists.
How the Critical Audit Matter was Addressed in the Audit
Our audit procedures related to the goodwill impairment assessment, which involved the support of our internal valuation specialists, included the
following, among others:
•
•
•
•
We obtained an understanding of management’s process to estimate the fair value of its reporting unit and ensure the accuracy of key data
used in their estimation process. We also evaluated the design and tested the operating effectiveness of key controls used by management to
develop their fair value estimates.
We evaluated management’s forecasts, including premium growth and losses and LAE expenses, for reasonableness by comparing the
forecasts to historical results, and obtained supporting evidence for assumptions and estimates related to management’s forecasts,
We assessed the appropriateness of the valuation methodologies selected by management, including the weighting of those methodologies,
and tested the reasonableness of significant assumptions by comparing them to current and forecasted industry data, analyst reports, recent
transaction activity, and peer company information obtained from publicly available sources, where applicable.
We reviewed management’s sensitivity analysis, which included changes to significant inputs and assumptions in order to evaluate the
appropriateness of the changes in the fair value estimate of the Company.
We have served as the Company’s auditor since 2018.
East Lansing, Michigan
March 14, 2022
47
HERITAGE INSURANCE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
December 31,
2021
2020
ASSETS
Fixed maturities, available-for-sale, at fair value (amortized cost of $675,245 and $553,172)
Equity securities, at fair value, (cost $1,415 and $1,599)
Other investments, net
Total investments
Cash and cash equivalents
Restricted cash
Accrued investment income
Premiums receivable, net
Reinsurance recoverable on paid and unpaid claims, net of allowance for credit losses of $45
Prepaid reinsurance premiums
Income taxes receivable
Deferred policy acquisition costs, net
Property and equipment, net
Right-of-use lease asset, net
Intangibles, net
Goodwill
Other assets
Total Assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Unpaid losses and loss adjustment expenses
Unearned premiums
Reinsurance payable
Long-term debt, net
Deferred income tax liability, net
Advance premiums
Accrued compensation
Lease liability
Accounts payable and other liabilities
Total Liabilities
Commitments and contingencies (Note 17)
Stockholders’ Equity:
Common stock, $0.0001 par value, 50,000,000 shares authorized, 26,803,511 shares
issued and 26,753,511 outstanding at December 31, 2021 and 27,833,873 shares
issued and 27,748,606 outstanding at December 31, 2020
Additional paid-in capital
Accumulated other comprehensive income, net of taxes
Treasury stock, at cost, 10,536,737 shares and 9,279,839 shares at December 31, 2021 and December 31,
2020
Retained earnings
Total Stockholders' Equity
Total Liabilities and Stockholders' Equity
$
$
$
$
$
669,354
1,415
23,929
694,698
359,337
5,415
3,167
71,925
269,391
265,873
11,739
93,881
17,426
27,753
55,926
91,959
12,272
1,980,762
590,166
590,419
191,728
120,757
9,426
24,504
8,014
31,172
71,525
1,637,711
3
332,797
(4,573 )
(123,557 )
138,381
343,051
1,980,762
$
$
$
$
$
561,011
1,599
26,409
589,019
440,956
5,427
2,737
77,471
355,037
245,818
32,224
89,265
18,685
6,461
62,277
152,459
11,543
2,089,379
659,341
569,618
161,918
120,998
18,477
18,268
9,325
8,155
80,935
1,647,035
3
331,867
6,057
(115,365 )
219,782
442,344
2,089,379
The accompanying notes are an integral part of these consolidated financial statements.
48
HERITAGE INSURANCE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(In thousands, except share and per share data)
REVENUES:
Gross premiums written
Change in gross unearned premiums
Gross premiums earned
Ceded premiums
Net premiums earned
Net investment income
Net realized and unrealized (losses) gains
Other revenue
Total revenues
EXPENSES:
Losses and loss adjustment expenses
Policy acquisition costs, net of ceding commission income
General and administrative expenses, net of ceding commission income
Goodwill impairment
Total expenses
(1)
(2)
Operating (loss) income
Interest expense, net
Other non-operating loss, net
(Loss) income before income taxes
(Benefit) provision for income taxes
Net (loss) income
OTHER COMPREHENSIVE (LOSS) INCOME
Change in net unrealized gains (losses) on investments
Reclassification adjustment for net realized investment gains
Income tax benefit (expense) related to items of other comprehensive (loss) income
Total comprehensive (loss) income
Weighted average shares outstanding
Basic
Diluted
(Loss) earnings per share
Basic
Diluted
2021
For the Year Ended December 31,
2020
2019
1,164,879
(20,717 )
1,144,162
(533,091 )
611,071
5,652
(16 )
14,854
631,561
427,370
145,968
65,787
60,500
699,625
(68,064 )
7,970
—
(76,034 )
(1,307 )
(74,727 )
(13,661 )
(64 )
3,095
(85,357 )
$
$
$
1,080,100
(83,258 )
996,842
(452,120 )
544,722
12,302
22,395
13,966
593,385
373,387
128,276
81,537
—
583,200
10,185
7,972
—
2,213
(7,113 )
9,326
20,738
(22,395 )
384
8,053
$
$
$
937,937
(13,690 )
924,247
(445,534 )
478,713
14,432
4,163
13,997
511,305
273,288
107,906
80,544
—
461,738
49,567
8,523
48
40,996
12,360
28,636
19,765
(1,734 )
(4,174 )
42,493
27,804,355
27,804,355
27,978,519
27,988,966
29,213,910
29,232,981
(2.69 )
(2.69 )
$
$
0.33
0.33
$
$
0.98
0.98
$
$
$
$
$
(1) Policy acquisition costs includes $47.1 million, $43.0 million and $47.0 million of ceding commission income for the reporting years 2021, 2020 and 2019,
respectively.
(2) General and administration includes $15.6 million, $14.1 million and $15.4 million of ceding commission income for the reporting years 2021, 2020 and 2019,
respectively.
The accompanying notes are an integral part of these consolidated financial statements.
49
HERITAGE INSURANCE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except share and per share data)
Balance at December 31, 2018
Net unrealized change in investments, net of tax
Repurchase of common stock
Restricted stock award withholdings
Convertible Option debt extinguishment, net of tax
Stock-based compensation on restricted stock
Stock issued on convertible note conversion
Cash dividends declared ($0.24 per share of
common stock)
Net income
Balance at December 31, 2019
Cumulative effect of adoption accounting guidance
for expected credit losses, net of tax at January 1,
2020
Balance at January 1, 2020 (as adjusted for
change in accounting principle)
Net unrealized change in investments, net of tax
Surrendered shares for tax withholding
Restricted stock vested
Issued restricted stock
Stock buy-back
Stock-based compensation on restricted stock
Deferred tax adjustment for credit expected losses
Cash dividends declared ($0.24 per share of
common stock)
Net income
Balance at December 31, 2020
Net unrealized change in investments, net of tax
Surrendered shares for tax withholding
Restricted stock vested
Issued restricted stock
Stock buy-back
Stock-based compensation on restricted stock
Cash dividends declared ($0.24 per share of
common stock)
Net loss
Balance at December 31, 2021
Common
Shares
29,477,756
—
(1,134,686 )
22,647
—
—
285,201
—
—
28,650,918
$
—
28,650,918
—
$
(247,223 )
260,267
15,000
(930,356 )
—
—
—
—
27,748,606
$
(28,257 )
35,267
254,793
(1,256,898 )
—
—
—
26,753,511
$
Common
Shares
Amount
Additional
Paid-in-
Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Income
(Deficit)
Total
Stockholders'
Equity
3
—
—
—
—
—
—
—
—
3
—
3
—
—
—
—
—
—
—
—
—
3
—
—
—
—
—
—
—
3
$
$
$
$
325,292
—
—
(3,521 )
(1,792 )
5,379
4,210
—
—
329,568
$
195,750
—
—
—
—
—
—
(89,185 )
—
(16,183 )
—
—
—
—
(7,120 )
28,636
217,266
$
—
—
(105,368 ) $
(6,527 )
13,857
—
—
—
—
—
—
—
7,330
$
425,333
13,857
(16,183 )
(3,521 )
(1,792 )
5,379
4,210
(7,120 )
28,636
448,799
—
(34 )
—
—
(34 )
$
329,568
—
(2,384 )
—
—
—
4,683
—
—
—
331,867
$
(231 )
—
—
—
1,161
$
217,232
—
—
—
—
—
—
(4 )
(6,772 )
9,326
219,782
$
—
—
—
—
—
(105,368 ) $
—
—
—
—
(9,997 )
—
—
—
—
(115,365 ) $
—
—
—
(8,192 )
—
—
—
332,797
$
(6,674 )
(74,727 )
$
138,381
—
—
(123,557 ) $
7,330
$
(1,273 )
—
—
—
—
—
—
—
—
6,057
$
(10,630 )
—
—
—
—
—
—
—
(4,573 ) $
448,765
(1,273 )
(2,384 )
—
—
(9,997 )
4,683
(4 )
(6,772 )
9,326
442,344
(10,630 )
(231 )
—
—
(8,192 )
1,161
(6,674 )
(74,727 )
343,051
The accompanying notes are an integral part of these consolidated financial statements.
50
HERITAGE INSURANCE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
OPERATING ACTIVITIES
Net (loss) income
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
2021
For the Year Ended December 31,
2020
2019
$
(74,727 )
$
9,326
$
28,636
Stock-based compensation
Bond amortization and accretion
Amortization of original issuance discount on debt
Depreciation and amortization
Allowance for bad debt
Net realized gains
Net change for unrealized gains (losses) in other investments
Net loss from sale of asset
Net loss on repurchase of debt
Deferred income taxes, net of acquired
Goodwill impairment
Changes in operating assets and liabilities:
Accrued investment income
Premiums receivable, net
Prepaid reinsurance premiums
Reinsurance premiums receivable and recoverable
Income taxes receivable
Deferred policy acquisition costs, net
Right-of-use asset, net
Other assets
Unpaid losses and loss adjustment expenses
Unearned premiums
Reinsurance payable
Accrued interest
Income taxes payable
Advance premiums
Accrued compensation
Lease liability
Other liabilities
Net cash provided by operating activities
INVESTING ACTIVITIES
Fixed maturity securities sales, maturities and paydowns
Fixed maturity securities purchases
Equity securities sales
Equity securities purchases
Return on other investments
Other investment purchases
Proceeds from other investments sold
Collection of promissory note receivable
Cost of property and equipment acquired
Net cash (used in) provided by investing activities
FINANCING ACTIVITIES
Proceeds from term loan facility
Repurchase of convertible notes
Mortgage loan payments
Principal payments on term loan facility
Tax withholding on share-based compensation awards
Purchase of treasury stock
Dividends paid
Net cash used in financing activities
(Decrease) increase in cash, cash equivalents, and restricted cash
Cash, cash equivalents and restricted cash, beginning of period
Cash, cash equivalents and restricted cash, end of period
1,161
4,054
1,784
8,449
—
(64 )
80
168
—
(5,956 )
60,500
(430 )
5,547
(20,055 )
85,646
20,485
(4,616 )
(21,292 )
(729 )
(69,175 )
20,801
29,810
26
—
6,236
(1,311 )
23,017
(9,278 )
60,130
208,527
(334,584 )
184
—
2,400
—
—
—
(1,007 )
(124,480 )
4,683
5,229
1,415
8,101
161
(22,395 )
—
9
—
6,238
—
1,640
(13,948 )
(21,716 )
73,823
(29,053 )
(12,054 )
(185 )
291
45,808
83,398
5,567
(214 )
—
1,764
3,978
214
18,131
170,211
492,216
(450,463 )
26
(6 )
—
(20,034 )
1,078
—
(755 )
22,062
2,782
—
(306 )
(4,625 )
(231 )
(8,192 )
(6,709 )
(17,281 )
(81,631 )
446,383
364,752 $
—
—
(290 )
(9,375 )
(2,384 )
(9,997 )
(6,852 )
(28,898 )
163,375
283,008
446,383 $
$
51
5,379
5,087
1,419
10,436
290
(1,734 )
(2,429 )
—
48
(898 )
—
91
(6,685 )
8,969
(110,973 )
32,415
(4,156 )
(6,645 )
(1,728 )
181,174
13,863
(10,624 )
175
12,624
(3,496 )
(3,879 )
8,369
(36,071 )
119,657
161,160
(228,047 )
26,766
(4,583 )
—
(24,250 )
19,995
358
(4,984 )
(53,585 )
—
(2,869 )
(277 )
(15,625 )
(3,521 )
(16,183 )
(6,959 )
(45,434 )
20,638
262,370
283,008
Supplemental Cash Flows Information:
Income taxes paid, net
Interest paid
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Conversion of promissory notes into Class A Preferred Units
Non-cash acquisition of shares of common stock
Issuance of shares on conversion of convertible notes
2021
For the Year Ended December 31,
2020
2019
$
$
$
$
$
528 $
5,282 $
— $
2,100 $
— $
15,691 $
6,206 $
7,500 $
— $
— $
14,165
7,298
—
—
53,044
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets:
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements
of cash flows
December 31, 2021
December 31, 2020
$
$
(in thousands)
359,337
5,415
$
364,752
$
440,956
5,427
446,383
The accompanying notes are an integral part of these consolidated financial statements.
52
HERITAGE INSURANCE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation, Nature of Business and Significant Accounting Policies and Practices
Business Description
Heritage Insurance Holdings, Inc. is an insurance holding company. Our insurance subsidiaries are Heritage Property & Casualty Insurance
Company (“Heritage P&C”), Zephyr Insurance Company (“Zephyr”), Narragansett Bay Insurance Company (“NBIC”) and Pawtucket Insurance Company
(“PIC”). PIC is currently inactive and has no policies in force or outstanding claims. Our other subsidiaries include: Heritage MGA, LLC (“MGA”), the
managing general agent that manages substantially all aspects of our insurance subsidiaries’ business; Contractors’ Alliance Network, LLC, our vendor
network manager; Skye Lane Properties, LLC, our property management subsidiary; Osprey Re Ltd., our reinsurance subsidiary that may provide a portion
of the reinsurance protection purchased by our insurance subsidiaries; Heritage Insurance Claims, LLC, an inactive subsidiary reserved for future
development; Zephyr Acquisition Company (“ZAC”); NBIC Holdings, Inc., NBIC Service Company which provides services to NBIC and Westwind
Underwriters, Inc., an inactive subsidiary of NBIC Holdings, Inc.
Our primary products are personal and commercial residential insurance, which we currently offer in Alabama, California, Connecticut, Delaware,
Florida, Georgia, Hawaii, Maryland, Massachusetts, Mississippi, New Jersey, New York, North Carolina, Rhode Island, South Carolina, and Virginia. We
conduct our operations under a single reporting segment.
Basis of Presentation
The consolidated financial statements include the accounts of Heritage Insurance Holdings, Inc. and its wholly-owned subsidiaries. The
accompanying consolidated financial statements include the accounts of the Company and all other entities in which the Company has a controlling
financial interest (none of which are variable interest entities). All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with United States Generally Accepted Accounting Principles (“U.S. GAAP”)
requires us to make estimates and assumptions about future events that affect the amounts reported in our consolidated financial statements and
accompanying notes. We evaluate our estimates on an ongoing basis when updated information related to such estimates becomes available. We base our
estimates on historical experience and information available to us at the time these estimates are made. Actual results could differ materially from these
estimates.
Cash and Cash Equivalents
The Company’s cash and cash equivalents include demand deposits with financial institutions and short-term, highly-liquid financial instruments
with original maturities of three months or less when purchased. The carrying amounts reported in the consolidated balance sheets for interest bearing
deposits approximate their fair value because of the short maturity of these financial instruments.
To the extent there are negative cash balances with any individual financial institution, the Company excludes the negative amount from cash and
cash equivalents negative cash balances and reports as accounts payable and other liabilities
Restricted Cash
Restricted cash related to individual state regulatory deposits, was $5.4 million for each of the respective years ended December 31, 2021 and 2020.
The Company earned interest income of $11,918 and $33,400 on its restricted cash deposits.
Investments
Fixed-Maturity Securities
The Company classifies all of its investments in debt securities as available-for-sale and reports them at fair value. Subsequent to its acquisition of
debt securities available-for-sale, the Company records changes in value through the date of disposition as unrealized holding gains and losses, net of tax
effects, and includes them as a component of other comprehensive income. Refer to Note 2 “Investments” to our consolidated statements included in this
Annual Report on Form 10-K, for further information.
53
Short-term Securities
Short-terms securities have an original maturity of less than one year and are carried at amortized cost, which approximates fair value.
Accumulated Other Comprehensive Income
Accumulated other comprehensive income consists solely of unrealized gains and losses on debt securities available-for-sale, net of tax.
Investment Gains and Losses
Net realized investment gains and losses are included as a component of pre-tax revenues based upon specific identification of the investments sold
on the trade date. Included in net realized and unrealized gains (losses) are credit impairment losses on invested assets other than those investments
accounted for using the equity method of accounting described in the “Allowance for Credit Losses” and “Impairment of Other Investments” section
discussed below.
Allowance for Credit Losses (Available-for-Sale-Debt Securities)
The impairment model for available-for-sale (“AFS”) debt securities differs from the current expected credit loss (“CECL”) methodology applied
for held to maturity debt securities because AFS debt securities are measured at fair value rather than amortized cost. Although ASC 326 replaced the
legacy other-than-temporary impairment (“OTTI”) model with a credit loss model, it retained the fundamental nature of the legacy OTTI model. For AFS
debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to
sell, the security before recovery of its amortized cost basis. If either criteria is met, the security’s amortized cost basis is written down to fair value through
income. For AFS debt securities where neither of the criteria are met, the Company evaluates whether the decline in fair value has resulted from credit
losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the
credit rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates
that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security.
If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is
recorded for the credit loss, limited to the amount that the fair value is less than the amortized cost basis. Under the new guidance, an entity may no longer
consider the length of time fair value has been less than amortized cost. As of December 31, 2021 and 2020, management evaluated and determined a credit
allowance was not significant to the financial statements.
Other Investments
Non-Consolidating Variable Interest Entities (“VIEs”)
The Company makes passive investments in limited partnerships (“LPs”), corporations, and a Real Estate Investment Trust (“REIT”). The Company
determines at the inception of each arrangement whether an entity in which it has made an investment or in which it has other variable interests is
considered a variable interest entity ("VIE"). The Company consolidates VIEs when it is determined to be the primary beneficiary. The Company is the
primary beneficiary of a VIE when it has the power to direct activities that most significantly affect the economic performance of the VIE and has the
obligation to absorb the majority of their losses or benefits. If the Company is not the primary beneficiary in a VIE, it will account for the investment or
other variable interests in a VIE in accordance with applicable GAAP. For the year ended December 31, 2021 and 2020, the Company was not the primary
beneficiary to any of its other investments and therefore considered the other investments as non-consolidated VIEs.
Equity securities that do not result in consolidation and are not accounted for under the equity method, are measured at fair value. Equity securities
without a readily determinable fair value are reported at cost, less impairment, unless we identify observable price changes in orderly transactions for the
identical or a similar investment of the same issuer (measurement alternative). Change in fair value are reflected in the Company’s consolidated statements
of operations. Certain other investments provide the Company with monthly or quarterly return on capital on a regular schedule.
Impairment of Other Investments
The Company maintains various interests in other investments which are without a readily determinable fair value and are measured at cost less
impairment for observable changes in price or impairments or at net asset value. The Company reviews these investments each reporting period to
determine whether an impairment or observable price change for the investment has occurred. When such events or changes occur, the Company evaluates
the fair value compared to its cost basis in the investment. Gains or losses from a change in fair value are included in net realized gains and unrealized
gains and losses in the Company’s consolidated statement of operations. For the year ended December 31, 2021, the Company recorded impairment
charges totaling $2.2 million on its other investments compared to having no impairment in 2020.
54
Fair Value
Major categories of financial assets and liabilities, including short-term investments, other assets and derivatives are measured at fair value on a
recurring basis. Certain assets and liabilities are measured at fair value on a nonrecurring basis when impaired, which include long-lived assets, goodwill,
asset retirement obligations and other investments that the Company cannot significantly influence.
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the principal or most
advantageous market in which we would transact is analyzed. Assumptions that market participants would use when pricing the asset or liability, such as
inherent risk, transfer restrictions, and risk of non-performance, are considered.
The Company estimates the fair value of its investments using the closing prices on the last business day of the reporting period, obtained from
active markets such as the NYSE and NASDAQ. For securities for which quoted prices in active markets are unavailable, the Company uses observable
inputs such as quoted prices in inactive markets, quoted prices in active markets for similar instruments, benchmark interest rates, broker quotes and other
relevant inputs. The Company does not have any investments in its portfolio which require the use of unobservable inputs. The Company’s estimate of fair
value reflects the interest rate environment that existed as of the close of business on December 31, 2021. Changes in interest rates after December 31, 2021
may affect the fair value of the Company’s investments.
The Company’s non-financial assets, such as goodwill and intangible assets, are carried at cost until there are indicators of impairment and are
recorded at fair value only when an impairment charge is recognized. Refer to Note 3 “Goodwill and Other Intangible Assets” to our consolidated
statements included in this Annual Report on Form 10-K, for further information on our 2021 goodwill impairment charge. Long term debt is recorded at
carrying value, Refer to Note 14 “Long-Term Debt” to our consolidated statements included in this Annual Report on Form 10-K, for further information.
Premiums
The Company records direct and assumed premiums written as revenue net of ceded amounts on a daily pro rata basis over the contract period of the
related in force policies or reinsurance contract. For any portion of premiums not earned at the end of the reporting period, the Company records an
unearned premium liability.
Premiums receivable represents amounts due from our policyholders for billed premiums and related policy fees. We perform a policy-level
evaluation to determine the extent to which the balance of premiums receivable exceeds the balance of unearned premiums. When we receive payments on
amounts previously charged off, we reduce bad debt expense in the period we receive the payment. Balances in premiums receivable and the associated
allowance account are removed upon cancellation of the policy due to non-payment. We recorded $451,000 and $451,600 allowance for the year ended
December 31, 2021 and 2020. Bad debt expense related to uncollectible premiums was $0, $161,300 and $290,300 for the years ended December 31, 2021,
2020 and 2019, respectively.
When the Company receives premium payments from policyholders prior to the effective date of the related policy, the Company records an
advance premiums liability. On the policy effective date, the Company reduces the advance premium liability and records the premiums as described
above.
55
Policy Acquisition Costs
The Company incurs policy acquisition costs that vary with, and are directly related to, the production of new business. Policy acquisition costs
consist of the following four items: (i) commissions paid to outside agents at the time of policy issuance; (ii) policy administration fees paid to a third-party
administrator at the time of policy issuance; (iii) premium taxes; and (iv) inspection fees. The Company capitalizes policy acquisition costs to the extent
recoverable, then the Company amortizes those costs over the contract period of the related policy.
We earn ceding commission on our gross and net quota share reinsurance contracts. Our accounting policy is to allocate ceding commission between
policy acquisition costs and general and administrative expenses for financial reporting purposes. Ceding commission is allocated between policy
acquisition costs and general and administrative expenses based upon the proportion these costs bear to production of new business. For the years ended
December 31, 2021 and 2020, we earned ceding commission income of $62.7 million and $57.1 million of which $47.1 million and $43.0 million was
allocable to policy acquisition costs.
Ceding commission income is deferred and recognized over the quota share contract period. The amount and rate of ceding reinsurance
commissions earned on the net quota share contract can slide within a prescribed minimum and maximum, depending on loss performance and how future
losses develop.
Premium Deficiency Reserve
At each reporting date, the Company determines whether it has a premium deficiency. A premium deficiency would result if the sum of the
Company’s expected losses, deferred policy acquisition costs, and policy maintenance costs (such as costs to store records and costs incurred to collect
premiums and pay commissions) exceeded the Company’s related unearned premiums plus investment income. Should the Company determine that a
premium deficiency exists, the Company would write off the unrecoverable portion of deferred policy acquisition cost.
Reinsurance
The Company follows industry practice of reinsuring a portion of our risks. Reinsurance involves transferring, or “ceding”, all or a portion of the
risk exposure on policies the Company writes to another insurer, known as a reinsurer. To the extent that the Company’s reinsurers are unable to meet the
obligations they assume under the Company’s reinsurance agreements, the Company remains liable for the entire insured loss. As a result, a reasonable
possibility exists that an estimated recovery may change significantly in the near term from the amounts included in the Company’s consolidated financial
statements.
The Company’s reinsurance agreements are generally short-term, prospective contracts. The Company records an asset, prepaid reinsurance
premiums, and a liability, reinsurance payable, for the entire contract amount upon commencement of new reinsurance agreements. The Company
amortizes its prepaid reinsurance premiums over the 12-month contract period.
When the Company incurs losses recoverable under its reinsurance program, the Company records amounts recoverable from its reinsurers on paid
losses plus an estimate of amounts recoverable on unpaid losses. The estimate of amounts recoverable on unpaid losses is a function of the Company’s
liability for unpaid losses associated with the reinsured policies; therefore, the amount changes in conjunction with any changes to the estimate of unpaid
losses. Given that an estimate of amounts recoverable from reinsurers on unpaid losses may change at any point in the future because of its relation to the
Company’s reserves for unpaid losses, a reasonable possibility exists that an estimated recovery may change significantly from initial estimates. .
The Company remains liable for claims payments if 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
concentration of credit risk arising from similar geographic regions, activities or economics characteristics of the reinsurers to minimize its exposure to
significant loses from reinsurers insolvencies. The Company contracts with a diverse population of reinsurers to secure its annual reinsurance coverage, for
which the excess of loss treaties generally become effective June 1st each year.
Allowance for Credit Losses for Reinsurance Recoverables
The allowance for credit losses for reinsurance recoverable is evaluated based on historical loss experience adjusted for current events and
reasonable and supportable forecasts from both internal and external sources.
The Company monitors the credit quality of its reinsurance recoverables through the use of A.M. Best’s Financial Strength rating ("FSR"), or in the
absence of an FSR consideration of credit ratings issued by approved rating agencies such as S&P, Moody’s, or Fitch. At December 31, 2021, the
determination of the allowance for credit losses on reinsurance recoverables included analysis of (i) reinsurance recoverable balances by reinsurer FSR, (ii)
estimated payment patterns associated with the claims underlying the reinsurance balances and (iii) historical default rates by reinsurer FSR as published by
A.M. Best. In addition to the quantitative analysis, qualitative factors considered include but are not limited to (i) global reinsurer capital level, (ii)
reinsurance market trends,
56
(iii) the low interest rate environment and (iv) the stressed global economy, including the impact of COVID-19. Reinsurance recoverables are reported on
the consolidated balance sheets net of the CECL allowance, if any.
Long-Lived Assets—Property and Equipment
Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the
estimated useful lives as follows: building—40 years; computer hardware and software 3-years; office and furniture equipment—3 to 7 years. Leasehold
improvements are amortized over the shorter of the lease term or the asset’s useful life. 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.
Leases
We lease office space under finance and operating leases with expiration dates through 2031. We determine whether an arrangement constitutes a
lease and record lease liabilities and right-of-use assets on our consolidated balance sheets at lease commencement. We primarily use our incremental
borrowing rates for our operating leases (rates are not readily determinable) and implicit rates for our financing leases in determining the present value of
lease payments. The Company used the implicit rates within the finance leases. We measure right-of-use assets based on the corresponding lease liability
adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs we incur and (iii) tenant incentives under the lease.
We begin recognizing rent expense when the lessor makes the underlying asset available to us, we do not assume renewals or early terminations unless we
are reasonably certain to exercise these options at commencement, and we do not allocate consideration between lease and non-lease components.
For short-term leases, we record rent expense in our consolidated statements of operations on a straight-line basis over the lease term and record
variable lease payments as incurred.
Goodwill and Intangible Assets
On January 1, 2020, the Company adopted ASU 2017-04, Simplifying the Test for Goodwill Impairment (ASC 350) ("ASU 2017-04"), which changed the
guidance on goodwill impairment. Under the new guidance, the qualitative assessment of the recoverability of goodwill remains the same, but the second
step of the two-step quantitative test, which required calculation of the implied fair value of goodwill, has been eliminated. Instead, an impairment charge is
recognized when the carrying value of a reporting unit exceeds its fair value. Any excess of carrying value over fair value is written down as an
impairment. This evaluation is performed annually, during the fourth quarter or more frequently if facts and circumstances warrant. An impairment loss
would be recognized if, and to the extent that, the carrying value of goodwill exceeded the implied value. The Company reviews amortizable intangible
assets for impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. If the Company concludes that impairment
exists, the carrying amount is reduced to fair value. Refer to Note 3 “Goodwill and Other Intangible Assets” to our consolidated statements included in this
Annual Report on Form 10-K, for further information on our 2021 goodwill impairment charge."
Unpaid Losses and Loss Adjustment Expenses
The Company’s reserves for unpaid losses and loss adjustment expenses represent the estimated ultimate cost of settling all reported claims plus all
claims we incurred related to insured events that have occurred as of the reporting date, but that policyholders have not yet reported to the Company
(incurred but not reported, or “IBNR”).
The reserve for unpaid losses is the estimate of amounts necessary to settle all reported and unreported incurred claims for the ultimate cost of
insured losses, based upon the facts of each case and the Company’s experience with similar cases. Salvage and subrogation are deducted from the reserve
for claims and claims expense on a cash basis. The establishment of appropriate reserves, including reserves for catastrophe losses, is an inherently
uncertain and complex process. Reserve estimates are primarily derived using an actuarial estimation process in which historical loss patterns are applied to
actual paid losses and reported losses (paid losses plus individual case reserves established by claim adjusters) for an accident or report year to create an
estimate of how losses are likely to develop over time. Development factors are calculated quarterly and periodically throughout the year for data elements
such as claims reported and settled, paid losses, and paid losses combined with case reserves. The historical development patterns for these data elements
are used as the assumptions to calculate reserve estimates, including the reserves for reported and unreported claims. Reserve estimates are regularly
reviewed and updated, using the most current information available. Any resulting re-estimates are reflected in current results of operations.
The Company reports its reserves for unpaid losses and loss adjustment expenses gross of the amounts related to unpaid losses recoverable from
reinsurers and reports loss and loss adjustment expenses net of amounts ceded to reinsurers. The Company does not discount its loss reserves for financial
statement purposes.
57
Other Revenue
Our insurance affiliates may charge policyholders a policy fee on each policy written; to the extent these fees are not subject to refund, and the
Company recognizes the income immediately when collected, which coincide with related service obligations. The Company also charges pay-plan fees to
policyholders that pay its premiums in more than one installment and records the fees as income when collected. Other income also includes rental income
due under non-cancelable leases for space at the Company’s commercial property.
Assessments
Guaranty fund and other insurance-related assessments imposed upon the Company’s insurance company affiliates are recorded as policy
acquisition costs in the period the regulatory agency imposes the assessment. To recover guaranty or other insurance-related assessments, the Company
recoups such assessments from our policyholders in the form of a policy surcharge. Once the recoupment period begins, the entire recoupment amount is
recorded as an asset on our balance sheet. There were no assessments during the periods presented.
The Company collects other assessments imposed upon policyholders as a policy surcharge and records the amounts collected as a liability until the
Company remits the amounts to the regulatory agency that imposed the assessment.
Convertible Notes
In August 2017 and September 2017, the Company issued collectively $136.8 million of 5.875% Convertible Senior Notes (the “Convertible
Notes”) due August 1, 2037. The Convertible notes are accounted for in accordance with ASC 470-20. At the time of issuance and until December 1, 2017,
the Company recorded the fair value of the derivatives on its balance sheet at fair value with changes in the values of these derivatives reflected in the
consolidated statement of operations. As of December 31, 2021, the Company has $23.4 million of the Convertible Notes outstanding. This amount is net
of $21.1 million of Convertible Notes reacquired and held by an insurance company subsidiary. Refer to the paragraph below under Debt Extinguishment
for accompanying information regarding the repurchases, and Note 14 “Long-Term Debt” to our consolidated statements included in this Annual Report on
Form 10-K, for further information.
Debt Extinguishment
The Company has reacquired Convertible Notes over a series of transactions in 2019, 2018 and most recently in January 2022. In accordance with
ASC 470 “Debt”, the Company evaluated the accounting treatment to determine if the repurchase of the Convertible Notes constituted a debt
extinguishment. ASC 405-20-40-1 provides implementation guidance in order to determine if the Company is legally released from being the primary
obligor under the liability, either judicially or by the creditor. Based on the reacquisition of the Convertible Notes, the Company derecognized the related
debt and conversion option liability. Upon extinguishment, the Company performed a discounted cash flow (“DCF”) analysis for each transaction based on
its date and principal amount, leveraging market debt yield data as of each trade date to estimate the costs of the debt.
Debt Issuance and Discount Costs
In connection with the issuance of debt, any debt issuance and discount costs are reflected on the balance sheet as an offset to long-term debt and
amortized using the effective interest method over the life of the underlying debt instrument.
Stock-Based Compensation
The Company measures stock-based compensation at the grant date based on the fair value of the award and recognizes stock-based compensation
expense over the requisite vesting period in accordance with ASC Topic 718, Compensation—Stock Compensation. Restricted stock awards are valued
based on the fair value of the stock on the grant date and the related compensation expense is recognized over the vesting period. For awards with
performance-based vesting conditions expense is not recognized until it is determined that it is probable the performance-based conditions will be met.
When achievement of a performance-based condition is probable, a catch-up of expense will be recorded as if the award had been vesting on a straight line
basis from the award date. The award will continue to be expensed on a straight-line basis until probability of achieving the performance-based conditions
changes, if applicable.
Earnings Per Share
Basic net earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the
reporting period. Diluted net earnings per share is computed by dividing net income by the weighted average number of common and common equivalent
shares outstanding during the reported period. Common equivalent shares include incremental shares from diluted vested and unvested restricted shares and
convertible notes outstanding during the period using the treasury stock method.
58
Income tax
Income taxes are accounted for under the asset and liability method, that recognizes the amount of income taxes payable or refundable for the
current year and recognizes deferred tax assets and liabilities based on the tax rates expected to be in effect during the periods in which the temporary
differences reverse. Temporary differences arise when income or expenses are recognized in different periods in the consolidated financial statements than
on the tax returns. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment
date. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that all, or some portion, of the benefits related to deferred tax
assets will not be realized. Income taxes includes both estimated federal and state income taxes.
Reclassification
Certain prior year amounts have been reclassified to conform to the current year presentation. The Company has reclassed from other assets and
accounts payable, the right-of-use lease asset and lease liability, respectively on the balance sheet for the year 2020 to conform to the current year's
presentation. This also changed presentation only on the Statement of Cashflows for 2020 and 2019. No presentation changes impacted the Changes in
Stockholders' Equity or the Statement of Operations.
Accounting Pronouncements Not Yet Adopted
The Company describes below recent pronouncements that may have a significant effect on its consolidated financial statements or on its
disclosures upon future adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on, or are unrelated to,
its financial condition, results of operations, or related disclosures.
In August 2020, the FASB issued ASU 2020-06 related to the measurement and disclosure requirements for convertible instruments and contracts in
an entity’s own equity. The pronouncement simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments and
the settlement assessment for contracts in an entity’s in own equity. This pronouncement is effective for fiscal years, and for interim periods within those
fiscal years, beginning after December 15, 2021. The Company expects that its adoption of ASU 2020-06 will not have an impact on its senior convertible
notes. The Company expects that in the periods in which the Company reports a net income, the number of shares outstanding for the diluted earnings per
share calculation will include approximately 2.8 million additional shares under the if-converted method, impacting the Company's consolidated EPS
results. The Company intends to adopt the ASU 2020-06 during the first quarter of 2022.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on
Financial Reporting, which provides optional expedients and exceptions for applying generally accepted accounting principles to certain contract
modifications and hedging relationships that reference London Inter-bank Offered Rate (LIBOR) or another reference rate expected to be discontinued. The
guidance is effective for contract modifications made between March 12, 2020 and December 31, 2022. The new guidance reduces the operational and
financial impacts of contract modifications that replace a reference rate, such as London Interbank Offered Rate (LIBOR), affected by reference rate
reform. The adoption of the new guidance provides relief from current GAAP and is not anticipated to have a material impact on the Company’s
consolidated financial statements. The Company has concluded that the ASU 2020-04 will have no material impact on the Company's consolidated
financial statements. For additional information refer to Note 14 “Long-Term Debt” to our consolidated statements included in this Annual Report on Form
10-K, for further information.
Although there are several other new accounting pronouncements issued by the FASB, the Company does not believe any of these accounting
pronouncements had or will have a material impact on its consolidated financial statements.
Note 2. Investments
The amortized cost, gross unrealized gains and losses, and fair value of the Company’s debt securities available-for-sale are as follows:
December 31, 2021
Cost or Adjusted /
Amortized Cost
Gross Unrealized
Gains
Gross Unrealized
Losses
Fair Value
Debt Securities Available-for-sale
U.S. government and agency securities
States, municipalities and political subdivisions
Special revenue
Hybrid securities
Industrial and miscellaneous
(1)
Total
$
$
73,923
106,727
291,005
99
203,491
675,245
$
$
59
(in thousands)
184
242
1,084
—
636
2,146
$
$
282
1,270
3,520
—
2,965
8,037
$
$
73,825
105,699
288,569
99
201,162
669,354
(1)
Includes securities at December 31, 2021 with a carrying amount of $22.5 million that were pledged as collateral for the advance agreement entered into with a
financial institution in 2018. The Company is permitted to withdraw or exchange any portion of the pledged collateral over the minimum requirement at any
time.
December 31, 2020
Cost or Adjusted /
Amortized Cost
Gross Unrealized
Gains
Gross Unrealized
Losses
Fair Value
Debt Securities Available-for-sale
U.S. government and agency securities
States, municipalities and political subdivisions
Special revenue
Hybrid securities
Industrial and miscellaneous
(1)
Total
(1)
$
$
29,985
84,597
271,194
100
167,296
553,172
$
$
(in thousands)
609
1,077
3,154
—
3,070
7,910
$
$
1
4
27
—
39
71
$
$
30,593
85,670
274,321
100
170,327
561,011
Includes securities at December 31, 2020 with a carrying amount of $21.6 million that were pledged as collateral for the advance agreement entered into with a
financial institution in 2018. The Company is permitted to withdraw or exchange any portion of the pledged collateral over the minimum requirement at any
time.
The table below summarizes the Company’s fixed maturity securities at December 31, 2021 and 2020 by contractual maturity periods. Actual results
may differ as issuers may have the right to call or prepay obligations, with or without penalties, prior to the contractual maturity of those obligations.
Debt Securities 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
Total
Debt Securities 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
Total
Cost or Amortized Cost
(in thousands)
December 31, 2021
Percent of Total
Fair Value
(in thousands)
Percent of Total
$
$
$
$
42,200
311,799
224,654
96,592
675,245
6 % $
46 %
34 %
14 %
100 % $
42,323
309,744
220,777
96,510
669,354
6 %
46 %
34 %
14 %
100 %
Cost or Amortized Cost
(in thousands)
December 31, 2020
Percent of Total
Fair Value
(in thousands)
Percent of Total
68,587
142,969
166,240
175,376
553,172
12 % $
26 %
30 %
32 %
100 % $
69,027
145,675
168,979
177,330
561,011
12 %
26 %
30 %
32 %
100 %
Actual maturities may differ from the contractual maturities because borrowers may have certain prepayment conditions.
Net Realized and Unrealized (Losses) Gains
The proceeds from the sale of debt securities were $30.4 million, $381.3 million and $171.7 million for the years ended December 31, 2021, 2020
and 2019, respectively.
The following table presents net realized gains (losses) on the Company’s debt securities available-for-sale for the years ended December 31, 2021,
2020 and 2019, respectively:
2021
Realized Gains
(Losses)
Fair Value at
Sale
For the Years ended December 31,
2020
Realized Gains
(Losses)
Fair Value at
Sale
(in thousands)
2019
Realized Gains
(Losses)
Fair Value at
Sale
Debt Securities Available-for-sale
Realized gains
Realized losses
Net realized gains
$
$
716
$
(652 )
$
64
26,029 $
4,359
30,388 $
60
22,466
$
(71 )
$
22,395
374,863 $
6,368
381,231 $
2,119
$
(211 )
$
1,908
157,125
14,580
171,705
The following table presents the reconciliation of net realized and unrealized (losses) gains on the Company’s investments reported for the years
ended December 31, 2021, 2020 and 2019, respectively:
Gross realized gains on sales of available-for-sale securities
Gross realized losses on sales of available-for-sale securities
Gross realized and unrealized on equity securities
Gross realized and unrealized losses on equity securities
Gross realized and unrealized gains in other investments
Gross realized and unrealized losses in other investments
Impairment charge in other investments
2021
$
Net realized and unrealized (losses) gains
$
Equity Investments
For the Year Ended December 31,
2020
(in thousands)
2019
716 $
(652 )
—
—
2,100
—
(2,180 )
(16 ) $
22,466 $
(71 )
—
—
—
—
—
22,395 $
2,119
(211 )
2,703
(1,441 )
1,050
(57 )
—
4,163
For the years ended December 31, 2021 and 2020, the Company had no net realized and unrealized gains or (losses) reported. For the year ended
December 31, 2019, the Company net realized gains were $3.8 million and net realized losses were $1.5 million, respectively.
The following table presents the Company's equity investments as of December 31, 2021 and 2020, respectively.
For the Year Ended December 31,
Common stock
Membership Shares
Total equity investments, at cost
Net Investment Income
2021
2020
$
$
—
1,415
1,415
$
$
—
1,599
1,599
The following table summarizes the Company’s net investment income by major investment category for the years ended December 31, 2021, 2020
and 2019, respectively:
Debt securities available-for-sale
Equity securities
Cash and cash equivalents
Other investments
Net investment income
Investment expenses
Net investment income, less investment expenses
2021
For the Year Ended December 31,
2020
(in thousands)
2019
$
$
7,220 $
—
71
1,435
8,726
3,074
5,652 $
12,067 $
—
223
1,100
13,390
1,088
12,302 $
13,761
1,436
1,470
505
17,172
2,740
14,432
The following tables present, for all debt securities available-for-sale in an unrealized loss position, for which no allowance for credit loss is
established (including securities pledged), the aggregate fair value and gross unrealized loss by length of time the security has continuously been in an
unrealized loss position:
December 31, 2021
Debt Securities Available-for-sale
U.S. government and agency securities
States, municipalities and political
subdivisions
Special revenue
Industrial and miscellaneous
Total
Less Than Twelve Months
Twelve Months or More
Number of
Securities
Gross
Unrealized
Losses
Fair Value
Number of
Securities
(in thousands)
Gross
Unrealized
Losses
Fair Value
43
$
282
$
57,420
—
$
—
$
98
253
191
585
$
1,270
3,485
2,387
7,424
$
61
80,972
195,450
146,746
480,588
—
14
18
32
$
—
35
578
613
$
—
—
1,214
11,598
12,812
December 31, 2020
Debt Securities Available-for-sale
U.S. government and agency securities
States, municipalities and political subdivisions
Special revenue
Industrial and miscellaneous
Total
Less Than Twelve Months
Number of
Securities
Gross
Unrealized
Losses
Fair Value
Twelve Months or More
Gross
Unrealized
Losses
Number of
Securities
Fair Value
(in thousands)
3
6
27
26
62
$
$
1
4
24
39
68
$
$
73
5,158
16,439
16,025
37,694
1
—
9
—
10
$
$
—
—
3
—
3
$
$
7
—
73
—
80
The Company’s unrealized losses on corporate bonds have not been recognized because the bonds are of high credit quality with investment grade
ratings. The Company does not intend to sell and it is unlikely the Company will be required to sell the securities prior to their anticipated recovery, and the
decline in fair value is deemed due to changes in interest rates and other market conditions. The debt issuers continue to make timely principal and interest
payments on the bonds. After taking into account these and other factors previously described, the Company believes these unrealized losses generally
were caused by a decrease in market interest rates since the time the securities were purchased and not as a result of credit losses.
Other Investments
Non-Consolidated Variable Interest Entities (“VIEs”)
The Company makes passive investments in limited partnerships (“LPs”), which is accounted for using the equity method, with income reported in
net realized and unrealized gains and losses. The Company also makes passive investments in a Real Estate Investment Trust (“REIT”) and Insuretech
company, which are accounted for using the measurement alternative method, which is reported at cost less impairment (if any), plus or minus changes
from observable price changes, as described in the table below.
The following table summarizes the Company’s non-consolidated VIEs by category at December 31, 2021 and 2020 (in thousands):
For the Year Ended December 31,
Balance Sheet
Method
2021
2020
Carrying Value
Other Real Estate LLC
Real Estate Corporation
Class A Preferred Units
Non-real estate related
Insurtech Stock
(5)
(1)
(2)
(3)
(4)
Total non-consolidated VIEs
Other Investments
Other Investments
Other Investments
Other Investments
Other Investments
Equity Method $
Measure Alternative
Amortized Cost
Equity Method
Measure Alternative
$
1,843
2,977
15,000
2,009
2,100
23,929
$
$
3,000
4,000
17,400
2,009
—
26,409
(1)
(2)
For the year ended December 31, 2021, a $1.2 million loss using the equity method of valuation was recognized in net realized and unrealized gains
(losses) on the Statement of Operations.
For the year ended December 31, 2021, a $1.0 million impairment was recognized in net realized and unrealized gains (losses) on the Statement of
Operations.
(3) The Class A preferred units issued originally at $7.5 million and $9.9 million were measured at amortized cost under the guidance of ASC 320 and are
subject to a fixed principal and interest payment schedule with maturity dates of February 1, 2023 and April 1, 2024, respectively.
(4) Certain underlying assets of the funds are expected to be liquidated over the period of approximately 3 to 5 years from December 31, 2021. In addition,
the Company does not have the ability to redeem or withdraw from the funds, or to sell, assign, or transfer its investment, without the consent of the
General Partner or Managers of each fund, but will receive distributions based on the liquidation of the underlying assets and interest processed from the
underlying assets.
(5)
For the year ended December 31, 2021, the Company acquired common shares and warrants of an Insurtech company and this investment is reported
using the measurement alternative method.
The following table summarizes the carrying value and maximum loss exposure of the Company’s non-consolidated VIEs at December 31, 2021
and 2020:
Investments in non-consolidated VIEs
$
23,929
$
(in thousands)
$
23,929
26,409
$
26,409
As of December 31, 2021
As of December 31, 2020
Carrying Value
Maximum Loss
Exposure
Carrying Value
Maximum Loss
Exposure
62
The Company’s maximum exposure to loss with respect to these investments is limited to the investments carrying amounts reported as “other
investments” in the Company’s consolidated balance sheet. For the year ended December 31, 2021, the Company recognized $1.0 million for other
investment impairment on its Real Estate Corporation investment and $1.2 million loss on its Other Real Estate investment as a result of changes in its
equity method valuation. No agreements exist requiring the Company to provide additional funding to any of the non-consolidated VIEs in excess of the
Company’s initial investment.
Note 3. Goodwill and Other Intangible Assets
For the years ended December 31, 2021 and 2020, goodwill was $92.0 million and $152.5 million, respectively, and intangible assets were $55.9
million and $62.3 million, respectively. The Company has recorded $1.3 million relating to insurance licenses classified as an indefinite lived intangible.
Goodwill
Balance as of December 31, 2019
Goodwill acquired
Impairment
Balance as of December 31, 2020
Goodwill acquired
Impairment
Balance as of December 31, 2021
$
$
$
Amount
152,459
—
—
152,459
—
(60,500 )
91,959
The Company utilizes a combination of approaches to value the Company’s single reporting unit. The estimate of fair value was derived from the
weighting of the income approach (discounted cash flow model) in conjunction with the market approach (guideline public company method and guideline
transaction method) to determine the fair value of the single reporting unit.
The estimate of fair value from the income approach was based on significant estimates and assumptions related to forecasts of future income and
losses and LAE expenses, which are sensitive to changes in expectations about future market or economic conditions. The determination of the fair value
using the guideline public company method requires management to make significant assumptions related to the price to tangible book value multiples and
price to earnings multiples as well significant assumptions related to control premiums. The determination of the fair value using the guideline transaction
method requires management to review the value of the business based on pricing multiples derived from the sale of companies that are similar to the
Company.
As a result of the analysis, we impaired a portion of our goodwill, reducing our carrying value of goodwill from $152.5 million to $92 million based
on the following factors: (i) disruptions in the equity markets, specifically for property and casualty insurance companies, largely due to recent weather-
related catastrophe events; (ii) elevated loss ratios for property insurers in our markets; and (iii) our market cap was below book value. These factors
reduced our previously modeled fair value of the Company and resulted in a $60.5 million goodwill impairment charge, which is not tax deductible.
Other Intangible Assets
Our intangible assets resulted primarily from the acquisitions of Zephyr Acquisition Company and NBIC Holdings, Inc. and consist of brand, agent
relationships, renewal rights, customer relations, trade names, non-competes and insurance licenses. Finite-lived intangibles assets are amortized over their
useful lives from one to fifteen years.
The tables below detail the finite-lived intangible assets, net as of December 31, 2021 and 2020, respectively (amounts in thousands):
For the Year Ended December 31,
2021
2020
Amortizing intangible assets
Brand
Agent relationships
Renewal rights
Customer relations
Trade names
Non-compete
Accumulated amortization
Total infinite-lived intangible assets, net
Indefinite-lived intangible assets:
License acquired
Total intangible assets, net
(in thousands)
$
1,210
15,500
57,200
870
9,000
4,790
88,570
(33,959 )
54,611
1,315
55,926
$
1,210
15,500
57,200
870
9,000
4,790
88,570
(27,608 )
60,962
1,315
62,277
$
$
63
Estimated annual pretax amortization of intangible assets for each of the next five years and thereafter is as follows (in thousands):
Year
Amount
2022
2023
2024
2025
2026
Thereafter
$
$
6,351
6,351
6,351
6,315
6,078
23,165
54,611
Amortization expense of intangible assets was $6.4 million, $6.4 million and $8.2 million for the years ended December 31, 2021, 2020 and 2019,
respectively.
Note 4. Earnings (Loss) Per Share
The following table sets forth the computation of basic and diluted net income (loss) per share for the periods indicated:
Basic (loss) earnings per share:
Net (loss) income attributable to common stockholders (000's)
Weighted average shares outstanding
Basic (loss) earnings per share:
Diluted (loss) earnings per share:
Net (loss) income attributable to common stockholders (000's)
Weighted average shares outstanding
Add: Effect of dilutive securities
Impact of unvested equity awards
Diluted weighted average common shares outstanding
Diluted (loss) earnings per share:
2021
For the Year Ended December 31,
2020
2019
$
$
$
$
(74,727 )
27,804,355
(2.69 )
(74,727 )
27,804,355
—
27,804,355
(2.69 )
$
$
$
$
9,326
27,978,519
0.33
9,326
27,978,519
10,447
27,988,966
0.33
$
$
$
$
28,636
29,213,910
0.98
28,636
29,213,910
19,071
29,232,981
0.98
The Company had 2,809,453, 2,029,162 and 1,914,770 antidilutive shares for the years ended December 31, 2021, 2020 and 2019, respectively. The
convertible notes were excluded from the computations because the conversion price on these notes were greater than the average market price of our
common shares during each of the respective periods, and therefore, would be anti-dilutive to earnings per share under the treasury method.
Note 5. Fair Value Measurements
Certain of the Company’s assets are carried at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date.
The Company employs a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Accordingly, when
market observable data are not readily available, the Company’s own assumptions are set to reflect those that market participants would be presumed to use
in pricing the asset or liability at the measurement date. Assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based
on the level of judgment associated with inputs used to measure their fair value and the level of market price observability, as follows:
Level 1 – Unadjusted quoted prices are available in active markets for identical assets/liabilities as of the reporting date.
Level 2 – Valuations based on observable inputs, such as quoted prices similar assets or liabilities at the measurement date; quoted prices in the markets
that are not active; or other inputs that are observable, either directly or indirectly.
Level 3 – Pricing inputs are unobservable and significant to the overall fair value measurement, and the determination of fair value requires significant
management judgment or estimation.
For the Company’s investments in U.S. government securities that do not have prices in active markets, agency securities, state and municipal
governments, and corporate bonds, the Company obtains the fair values from its third-party valuation service and evaluates the relevant inputs,
assumptions, methodologies and conclusions associated with such valuations. The valuation service
64
calculates prices for the Company’s investments in the aforementioned security types on a month-end basis by using several matrix-pricing methodologies
that incorporate inputs from various sources. The model the valuation service uses to price U.S. government securities and securities of states and
municipalities incorporates inputs from active market makers and inter-dealer brokers. To price corporate bonds and agency securities, the valuation service
calculates non-call yield spreads on all issuers, uses option-adjusted yield spreads to account for any early redemption features, then adds final spreads to
the U.S. Treasury curve as of quarter end. The inputs the valuation service uses in their calculations are not quoted prices in active markets, but are
observable inputs, and therefore represent Level 2 inputs.
The following table presents information about the Company’s assets measured at fair value on a recurring basis. The Company assesses the levels
for the investments at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that
caused the transfer in accordance with the Company’s accounting policy regarding the recognitions of transfers between levels of the fair value hierarchy.
For the years ended December 31, 2021 and 2020, there were no transfers in or out of Level 1, 2, and 3.
December 31, 2021
Total
Quoted Prices in Active
Markets for Identical
Assets (Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
Invested Assets:
Debt Securities Available-for-sale
U.S. government and agency securities
States, municipalities and political subdivisions
Special revenue
Hybrid securities
Industrial and miscellaneous
Total debt securities
December 31, 2020
Invested Assets:
Debt Securities Available-for-sale
U.S. government and agency securities
States, municipalities and political subdivisions
Special revenue
Hybrid securities
Industrial and miscellaneous
Total debt securities
Non-recurring fair value measurements
$
$
$
$
73,825
105,699
288,569
99
201,162
669,354
$
$
(in thousands)
364
—
—
—
—
364
$
$
73,461
105,699
288,569
99
201,162
668,990
$
$
—
—
—
—
—
—
Total
Quoted Prices in Active
Markets for Identical
Assets (Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
30,593
85,670
274,321
100
170,327
561,011
$
$
(in thousands)
371
—
—
—
—
371
$
$
30,222
85,670
274,321
100
170,327
560,640
$
$
—
—
—
—
—
—
Assets and liabilities that are measured at fair value on a non-recurring basis include intangible assets and goodwill which are recognized at fair
value during the period in which an acquisition is completed, from updated estimates and assumptions during the measurement period, or when they are
considered to be impaired. To evaluate such assets for a potential impairment, we determine the fair value of the goodwill and intangible assets using a
combination of a discounted cash flow approach and market approaches, which contain significant unobservable inputs and therefore are considered a
Level 3 fair value measurement. The unobservable inputs in the analysis generally include future cash flow projections and a discount rate.
Certain of our investments in accordance with GAAP for the type of investment, are measured using methodologies other than fair value. The
following table presents information for assets measured at an estimated fair value on a nonrecurring basis as of December 31, 2021:
Other Investments
Carrying Value Balance,
January 1, 2021
Amounts impaired
Carrying Value Balance,
December 31, 2021
(1)
Goodwill
Real Estate Corporation, measurement alternative
(2)
Total
(in thousands)
152,459
4,000
156,459
$
$
(60,500 )
(1,023 )
(61,523
)
$
91,959
2,977
94,936
$
$
65
(1)
(2)
Non-cash impairment charge recorded in operating expenses in the consolidated statement of operations by the insurance companies and non-
insurance companies. Goodwill that is impaired and subject to nonrecurring fair value measurements is a Level 3 valuation.
Impairment on these investments were recognized in the second quarter of 2021 based on the estimated fair value of the Company’s
ownership interest.
For the December 31, 2021, the goodwill impairment charge was recorded following the Company's annual valuation review and principally
stemmed from its common stock valuation and prevailing valuation multiples in the property insurance market. The Company used a weighting of the
income and market approaches to determine the fair value of the reporting unit. The impairment was based on the following factors: (i) the fair value of our
stock trading significantly below book value, (ii) market capitalization control premium; and (iii) financial performance such as a negative or declining
cash flows due to recent weather related catastrophes. There were no non-recurring fair value adjustments during 2020 and 2019.
Note 6. Other Comprehensive Income
The following table is a summary of other comprehensive (loss) income and discloses the tax impact of each component of other comprehensive
(loss) income for the years ended December 31, 2021, 2020 and 2019, respectively:
Pre-tax
2021
Tax
For the Year Ended December 31,
2020
After-
tax
Pre-
tax
Tax
(in thousands)
After-
tax
Pre-tax
2019
Tax
After-
tax
$
(13,661 )
3,081
$
(10,580 )
$
20,738
$ (4,807 ) $
15,931
$
19,765
$ (4,575 ) $
15,190
(64 )
(13,725 )
14
3,095
$
(50 )
(10,630 )
(22,395 )
(1,657 )
5,191
384
$ (17,204 )
(1,273 )
$
$
(1,734 )
18,031
$
401
$ (4,174 ) $
$
$
(1,333 )
13,857
$
$
Other comprehensive (loss) income
Change in unrealized gains on investments, net
Reclassification adjustment of realized (gains) losses
included in net (loss) income
Effect on other comprehensive (loss) income
Note 7. Other Assets
The following table summarizes the Company’s other assets for the years ended December 31, 2021 and 2020:
Description
December 31, 2021
December 31, 2020
Other amounts receivable
State underwriting pooling & assoc.
Prepaid expense
Premium taxes
Total other assets
Note 8. Leases
$
$
(in thousands)
1,934
3,956
6,382
—
12,272
$
$
1,816
4,753
4,726
248
11,543
The Company has entered into operating and financing leases primarily for real estate and vehicles. The Company will determine whether an
arrangement is a lease at inception of the agreement. The operating leases have terms of one to ten years, and often include one or more options to renew.
These renewal terms can extend the lease term from two to ten years and are included in the lease term when it is reasonably certain that the Company will
exercise the option. The Company considers these options in determining the lease term used in establishing our right-of-use assets and lease obligations.
Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Because the rate implicit in each operating lease is not readily determinable, the Company uses its incremental borrowing rate to determine present
value of the lease payments. The Company used the implicit rates within the finance leases.
The components of lease costs were as follows (in thousands):
Amortization of ROU assets - Finance leases
Interest on lease liabilities - Finance leases
Variable lease cost (cost excluded from lease payments)
Operating lease cost (cost resulting from lease payments)
Total lease cost
For the Year Ended
December 31, 2021
For the Year Ended
December 31, 2020
1,969 $
785
557
1,359
4,670
$
98
25
538
1,362
2,023
$
$
66
Right-of-use lease asset and Lease Liability was as follows (in thousands):
Balance Sheet Classification
December 31, 2021
December 31, 2020
Right-of-use assets - operating
Right-of-use assets - finance
Lease Liability - operating
Lease Liability - finance
Right-of-use lease asset, net
Right-of-use lease asset, net
Lease liability
Lease liability
$
$
$
$
5,035 $
22,718 $
6,551 $
24,621 $
Weighted-average remaining lease term and discount rate for our operating and financing leases was as follows:
Weighted average lease term - Finance leases
Weighted average lease term - Operating leases
Weighted average discount rate - Finance leases
Weighted average discount rate - Operating leases
December 31, 2021
December 31, 2020
9.1
6.23
4.18 %
5.33 %
Supplemental disclosure of cash flow information related to leases were as follows:
For the Year Ended
December 31, 2021
For the Year Ended
December 31, 2020
Cash payments for:
Finance lease - Operating cash flows
Finance lease - Financing cash flows
Operating lease - Operating cash flows (fixed payments)
Operating lease - Operating cash flows (liability reduction)
$
$
$
$
(in thousands)
291 $
599 $
1,505 $
1,133 $
Maturities of lease liabilities were as follows as of December 31, 2021 (in thousands):
December 31, 2021
2022
2023
2024
2025
2026
2027 and thereafter
Total lease payments
Less: imputed interest
Present value of lease liabilities
Note 9. Property and Equipment
$
$
Property and equipment, net consists of the following at December 31, 2021 and 2020:
5,955
506
7,610
545
3.76
6.99
6.92 %
5.30 %
25
82
1,452
1,031
4,566
4,500
4,194
3,970
3,990
16,224
37,444
(6,272 )
31,172
Land
Building
Computer hardware and software
Office furniture and equipment
Tenant and leasehold improvements
Vehicle fleet
Total, at cost
Less: accumulated depreciation and amortization
Property and equipment, net
December 31, 2021
December 31, 2020
(in thousands)
2,582 $
10,141
7,204
1,355
8,255
720
30,257
(12,831 )
17,426 $
2,582
10,141
6,358
2,027
8,133
850
30,091
(11,406 )
18,685
$
$
Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $2.1 million, $1.6 million, $2.2 million, respectively. The
Company’s own real estate consists of 15 acres of land, two buildings with a gross area of 88,378 square feet and a parking garage.
67
Expected annual rental income due under non-cancellable operating leases for our real estate properties is as follows (in thousands):
Year
2022
2023
2024
2025
2026
2027 and Thereafter
Total
$
$
Amount
2,763
2,905
2,801
2,473
2,525
17,140
30,607
Note 10. Deferred Reinsurance Ceding Commission
The Company defers certain income in connection with its quota share treaties, the ceded reinsurance commissions income, called deferred
reinsurance ceding commissions (“DRCC”), which are deferred and earned over the terms of the reinsurance agreements. Ceding commission on quota
share agreements call for provisional ceding rate, subject sliding scale adjustments based on the loss experience of the reinsurers. Adjustments are reflected
in current operations. The Company allocates 75% of total ceding commission income to policy acquisition costs and 25% of total ceding commission
income to general and administrative expense.
The Company defers reinsurance ceding commission income, which is amortized over the effective period of the related insurance policies. For the
year ended December 31, 2021, 2020 and 2019 the Company allocated ceding commission income of $47.1 million and $43.0 million and $47.0 million to
policy acquisition costs and $15.6 million and $14.1 million and $15.4 million to general and administrative expense, respectively.
The table below depicts the activity with regard to deferred reinsurance ceding commission during the years ended December 31, 2021, 2020 and
2019.
Beginning balance of deferred ceding commission income
Ceding commission deferred
Less: ceding commission earned
Ending balance of deferred ceding commission income
Note 11. Deferred Policy Acquisition Costs
2021
For the Year Ended December 31,
2020
(in thousands)
2019
$
$
$
$
39,995 $
63,131
(62,721 )
40,405 $
37,464 $
59,664
(57,134 )
39,995 $
44,819
55,095
(62,450 )
37,464
The Company defers certain costs in connection with written policies, called deferred policy acquisition costs (“DPAC”), which are amortized over
the effective period of the related insurance policies.
The Company anticipates that its DPAC costs will be fully recoverable in the near term. The table below depicts the activity with regard to DPAC
for the years ended December 31, 2021, 2020 and 2019:
Beginning Balance
Policy acquisition costs deferred
Amortization
Ending Balance
Note 12. Reinsurance
Overview
Reinsurance
2021
For the Year Ended December 31,
2020
(in thousands)
2019
$
$
$
$
89,265 $
193,106
(188,490 )
93,881 $
77,211 $
171,275
(159,220 )
89,265 $
73,055
149,095
(144,939 )
77,211
In order to limit the Company’s potential exposure to individual risks and catastrophic events, the Company purchases significant reinsurance from
third party reinsurers. Purchasing reinsurance is an important part of the Company’s risk strategy, and premiums ceded to reinsurers is one of the
Company’s largest costs. The Company has strong relationships with reinsurers, which it attributes to its management’s industry experience, disciplined
underwriting, and claims management capabilities. For each of the
68
twelve months beginning June 1, 2020 and 2021, the Company purchased reinsurance from the following sources: (i) the Florida Hurricane Catastrophe
Fund, a state-mandated catastrophe fund (“FHCF”) for Florida policies only, (ii) private reinsurers, all of which were rated “A-” or higher by A.M. Best
Company, Inc. (“A.M. Best”) or Standard & Poor’s Financial Services LLC (“S&P”) or were fully collateralized, and (iii) the Company’s wholly-owned
reinsurance subsidiary, Osprey Re Ltd. (“Osprey”). In addition to purchasing excess of loss catastrophe reinsurance, the Company also purchased quota
share, property per risk and facultative reinsurance. The Company’s quota share program limits its exposure on catastrophe and non-catastrophe losses and
provides ceding commission income. The Company’s per risk programs limit its net exposure in the event of a severe non-catastrophe loss impacting a
single location or risk. The Company also utilizes facultative reinsurance to supplement its per risk reinsurance program where the Company capacity
needs dictate.
Purchasing a sufficient amount of reinsurance to cover catastrophic losses from single or multiple events or significant non-catastrophe losses is an
important part of the Company’s risk strategy. Reinsurance involves transferring, or “ceding”, a portion of the risk exposure on policies we write to another
insurer, known as a reinsurer. To the extent that the Company’s reinsurers are unable to meet the obligations they assume under the Company’s reinsurance
agreements, the Company remains liable for the entire insured loss.
The Company’s insurance regulators require all insurance companies, like us, to have a certain amount of capital and reinsurance coverage in order
to cover losses and loss adjustment expenses upon the occurrence of a catastrophic event. The Company’s reinsurance program provides reinsurance in
excess of its state regulator requirements, which are based on the probable maximum loss that it would incur from an individual catastrophic event
estimated to occur once in every 100 years based on its portfolio of insured risks. The nature, severity and location of the event giving rise to such a
probable maximum loss differs for each insurer depending on the insurer’s portfolio of insured risks, including, among other things, the geographic
concentration of insured value within such portfolio. As a result, a particular catastrophic event could be a one-in-100-year loss event for one insurance
company while having a greater or lesser probability of occurrence for another insurance company. The Company also purchases reinsurance coverage to
protect against the potential for multiple catastrophic events occurring in the same year. The Company shares portions of its reinsurance program coverage
among its insurance company affiliates.
2021-2022 Reinsurance Towers
69
Millions
$
$
$
$
$
$
$
$
$
1,432.3
1,332.3
1,224.2
1,194.0
705.7
354.9
140.0
40.0
30.0
Layer 4 FL - SE Only
100% of $100M xs $40M
Nil Reinst.
Layer 3
100% of $160M xs $40M
Nil Reinst.
FHCF Layer
90% of
$869.3M
xs
$354.9M
($782.4M)
Layer 2
100% of $250M xs $40M
1@100% w/ RPP
Layer 1
94% of $100M xs $40M
1@100% w/ RPP
($94M)
6%
of
$50
M
xs
$40
M,
1@
100
%
($3
M)
Cat
43
6%
of
$50
M
xs
$40
M
($3
M)
20% Co-Par
Top and Agg 80% of
$20M xs $20M xs $10M AAD ($8M)
Retention
FL 1st Event
70
Millions
$
$
$
$
$
$
$
$
$
1,062.0
1,061.6
840.0
550.0
390.0
140.0
Northeast Only
100% of $222M xs $40M
Nil Reinst.
Multi-Zonal
100% of
$290M xs $40M
1@100% w/ RPP
Layer 3
100% of $160M xs $40M
Nil Reinst.
Layer 2
100% of $250M xs $40M
1@100% w/ RPP
Layer 1
94% of $100M xs $40M
1@100% w/ RPP
($94M)
6%
of
$50
M
xs
$40
M,
1@1
00
%
($3
M)
Cat
43
6%
of
$50
M
xs
$40
M
($3
M)
40.0
30.0
20.0
20% Co-Par
Top and Agg 80% of
$20M xs $20M xs $10M AAD ($8M)
Retention
Net Quota Share 56.5% of $20M
($11.3M)
NE 1st Event
71
Millions
$
$
$
$
$
680.0
390.0
140.0
40.0 20
%
Co-
Par
30.0
Multi-Zonal
100% of
$290M xs $40M
1@100% w/ RPP
Layer 2
100% of $250M xs $40M
1@100% w/ RPP
Layer 1
94% of $100M xs $40M
1@100% w/ RPP
($94M)
6% of $50M xs
$40M, 1@100%
($3M)
Cat 43 6% of $50M
xs $40M ($3M)
Top and Agg 80% of
$20M xs $20M xs $10M AAD ($8M)
Retention
HI 1st Event
* xs = in excess
2021-2022 Reinsurance Program
Catastrophe Excess of Loss Reinsurance
Effective June 1, 2021, the Company entered into catastrophe excess of loss reinsurance agreements covering Heritage Property & Casualty
Insurance Company (“Heritage P&C”), Zephyr Insurance Company (“Zephyr”) and Narragansett Bay Insurance Company (“NBIC”). The catastrophe
reinsurance programs are allocated among traditional reinsurers, the Florida Hurricane Catastrophe Fund (“FHCF”) and Osprey Re Ltd (“Osprey”), the
Company’s captive reinsurer. The FHCF covers Florida risks only and the Company elected to participate at 90%. For the 2021 hurricane season, Osprey
Re will provide reinsurance only for a portion of the Heritage P&C program, covering the southeastern region. The Company’s third-party reinsurers are
either rated “A-” or higher by A.M. Best or S&P or are fully collateralized, to reduce credit risk.
The reinsurance program, which is segmented into layers of coverage, protects the Company for excess property catastrophe losses and loss
adjustment expenses. The 2021-2022 reinsurance program provides first event coverage up to $1.43 billion for Heritage P&C, first event coverage up to
$1.1 billion for NBIC, and first event coverage up to $680.0 million for Zephyr. The Company’s first event retention in a 1 in 100 year event would
include retention for the respective insurance company as well as any retention by Osprey. The first event maximum retention up to a 1 in 100 year event
for each insurance company subsidiary is as follows: Heritage P&C – $32.0 million, which would be 100% ceded to Osprey; Zephyr – $32 million; and
NBIC – $20.7 million.
The majority of the Company’s program was placed on a cascading basis which provides greater horizontal protection in a multiple small events
scenario and features additional coverage enhancements. The Company is responsible for all losses and loss adjustment expenses in excess of our
reinsurance program. For second or subsequent catastrophic events, the Company’s total available coverage depends on the magnitude of the first event, as
the Company may have coverage remaining from layers that were not previously fully exhausted. An aggregate of $2.8 billion of limit purchased in 2021
includes reinstatement through the purchase of reinstatement premium protection. The amount of coverage, however, will be subject to the severity and
frequency of such events.
The Company's estimated net cost for the 2021-2022 catastrophe reinsurance programs is approximately $312.0 million.
Additionally, the Company placed 100% of an occurrence contract for business underwritten by NBIC which covers all catastrophe losses excluding
named storms, on December 31, 2021, expiring December 31, 2022. The limit on the contract is $20.0 million with a retention of $20.0 million and has one
reinstatement available.
The Company placed 50% of an aggregate contract for the Company’s business underwritten by NBIC which covers all catastrophe losses excluding
named storms, on December 1, 2021, expiring March 31, 2022. The limit on the contract is $20.0 million with an aggregate retention of $21.0 million, with
a $21.0 million per occurrence cap, and a $1.0 million franchise deductible.
Net Quota Share Reinsurance
72
The Company’s Net Quota Share coverage is proportional reinsurance, which applies to business underwritten by NBIC, for which certain of the
Company’s other reinsurance (property catastrophe excess of loss and the second layer of the general excess of loss) inures to the quota share program. An
occurrence limit of $20.0 million for catastrophe losses is in effect on the quota share program, subject to certain aggregate loss limits that vary by
reinsurer. The amount and rate of ceding commissions slide, within a prescribed minimum and maximum, depending on loss performance. The Net Quota
Share program was renewed on December 31, 2021 ceding 50.0% of the net premiums and losses and 5% of the prior year quota share is in run off.
Per Risk Coverage
For losses arising from business underwritten by Heritage P&C and losses arising from commercial residential business underwritten by NBIC,
excluding losses from named storms, the Company purchased property per risk coverage for losses and loss adjustment expenses in excess of $1.0 million
per claim. The limit recovered for an individual loss is $9.0 million and total limit for all losses is $27.0 million. There are two reinstatements available
with additional premium due based on the amount of the layer exhausted. For losses arising from commercial residential business underwritten by NBIC,
the Company purchased property per risk coverage for losses and loss adjustments expenses in excess of $750,000 per claim. The limit recovered for an
individual loss is $250,000 and total limit for all losses is $750,000. There are two reinstatements available with additional premium due based on the
amount of the layer exhausted.
In addition, the Company purchased facultative reinsurance for losses in excess of $10.0 million for any properties it insured where the total insured
value exceeded $10.0 million. This coverage applies to losses arising from business underwritten by Heritage P&C and losses arising commercial
residential business underwritten by NBIC, excluding losses from named storms.
General Excess of Loss
The Company’s general excess of loss reinsurance protects business underwritten by NBIC and Zephyr multi-peril policies from single risk losses.
For the contract period of July 1, 2021 through June 30, 2022, the coverage is in two layers in excess of the Company’s retention of the first $500,000 of
loss. The first layer is $250,000 excess $500,000 for property and casualty losses and the second layer for property losses is $2.75 million excess $750,000.
The second layer for casualty losses is $1.25 million excess $750,000.
In addition, the Company purchased facultative reinsurance for losses underwritten by NBIC in excess of $3.5 million.
For a discussion of 2020-2021 Reinsurance Program please Refer to Part II, Item 8, “Financial Statements and Supplementary Data” further
“Note 12. Reinsurance” in our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 9, 2021.
Effect of Reinsurance
The Company’s reinsurance arrangements had the following effect on certain items in the Consolidated Statement of Income for the year ended
December 31, 2021, 2020 and 2019:
Direct
Ceded
Net
Direct
Ceded
Net
Direct
Ceded
Net
$
$
$
$
$
$
For the Year Ended December 31, 2021
Premiums Written
Premiums Earned
(in thousands)
1,164,879
(553,147 )
611,732
$
$
1,144,162
(533,091 )
611,071
For the Year Ended December 31, 2020
Premiums Written
Premiums Earned
(in thousands)
1,080,100
(473,836 )
606,264
$
$
996,842
(452,120 )
544,722
For the Year Ended December 31, 2019
Premiums Written
Premiums Earned
(in thousands)
937,937
(436,564 )
501,373
$
$
73
924,247
(445,534 )
478,713
$
$
$
$
$
$
Losses and Loss
Adjustment Expenses
625,748
(198,378 )
427,370
Losses and Loss
Adjustment Expenses
609,593
(236,206 )
373,387
Losses and Loss
Adjustment Expenses
696,289
(423,001 )
273,288
Note 13. Reserve For Unpaid Losses
The Company determines the reserve for unpaid losses on an individual-case basis for all incidents reported. The liability also includes amounts
which are commonly referred to as incurred but not reported, or “IBNR”, claims as of the balance sheet date. We estimate our IBNR reserves by projecting
our ultimate losses using industry accepted actuarial methods and then deducting actual loss payments and case reserves from the projected ultimate losses.
The table below summarizes the activity related to the Company’s reserve for unpaid losses:
Balance, beginning of period
Less: reinsurance recoverable on unpaid losses
Net balance, beginning of period
Incurred related to:
Current year
Prior years
Total incurred
Paid related to:
Current year
Prior years
Total paid
Net balance, end of period
Plus: reinsurance recoverable on unpaid losses
Balance, end of period
2021
For the Year Ended December 31,
2020
(in thousands)
2019
659,341 $
397,688
261,653
430,907
(3,537 )
427,370
247,903
152,711
400,614
288,409
301,757
590,166 $
613,533 $
393,630
219,903
392,976
(19,589 )
373,387
228,394
103,243
331,637
261,653
397,688
659,341 $
432,359
250,507
181,852
276,985
(3,696 )
273,289
137,764
97,474
235,238
219,903
393,630
613,533
$
$
The Company believes that the reserve for unpaid losses reasonably represents the amount necessary to pay all claims and related expenses which
may arise from incidents that have occurred as of the balance sheet date.
The Company’s losses incurred for the years ended December 31, 2021, 2020 and 2019 reflect prior year favorable development of $3.5 million,
$19.6 million and $3.7 million, respectively, associated with management’s best estimate of actuarial loss and LAE reserves with consideration given to
Company specific historical loss experience.
The following is information about incurred and paid claims development as of December 31, 2021, net of reinsurance, as well as cumulative claim
payments and the total of incurred-but-not-reported liabilities plus expected development on reported claims included within the net incurred claims
amounts
The information by accident year is presented as required supplementary information and are unaudited.
Incurred Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance
(in thousands, except number of claims)
Unaudited
Accident year
2012 & prior
2013
2014
2015
2016
2017
2018
2019
2020
2021
2012 &
prior
102,723 $
$
2013
105,765 $
61,157
2014
107,842 $
61,483
118,991
2015
106,493 $
62,969
114,899
179,255
2016
106,331 $
62,166
113,847
197,744
237,207
2017
106,654 $
62,354
114,984
203,792
242,611
189,163
2018
106,446 $
62,378
115,838
205,164
250,990
195,240
199,565
2019
106,628 $
62,564
115,234
206,011
250,235
192,749
193,672
258,876
2020
106,437 $
62,829
115,409
205,437
250,067
194,618
192,474
231,545
370,058
Total
$
2021
Net IBNR
Reserves
Reported
Claims
106,506 $
62,812
115,708
204,961
250,482
195,602
198,064
228,419
364,380
388,949
2,115,883 $
22
48
321
1,154
3,226
3,226
2,688
12,599
36,620
144,245
204,149
53,356
13,098
18,493
26,120
27,606
73,260
34,281
26,007
34,948
—
74
106,689 $
62,235
113,975
199,600
241,875
184,313
170,301
185,667
210,548
Total $
106,747
62,337
114,898
201,495
244,820
188,928
187,386
205,442
313,811
213,830
1,839,694
276,197
301,757
12,212
590,166
2012 &
prior
$
92,909 $
Accident year
2012 & prior
2013
2014
2015
2016
2017
2018
2019
2020
2021
Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Unaudited
2013
2014
2015
2016
2017
2018
2019
2020
2021
101,323 $
35,771
102,750 $
50,716
68,732
104,093 $
55,589
95,076
103,918
104,362 $
57,647
101,456
162,654
132,679
105,053 $
59,395
108,509
181,672
211,512
103,148
105,875 $
60,581
112,518
192,967
233,540
169,743
84,552
106,475 $
61,191
113,609
197,524
238,868
178,622
152,592
124,664
Reconciliation of Reserve Balances to Liability for Unpaid Loss and Loss Adjustment Expenses
Unpaid Loss and Allocated Loss Adjustment Expense, Net of Reinsurance
Reinsurance recoverable on unpaid losses
Unpaid Unallocated Loss Adjustment Expense
Unpaid losses and loss adjustment expenses
$
$
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance as of December 31, 2021 (Unaudited)
Percentage
Year - 1
56%
Year - 2
29%
Year - 3
6%
Year - 4
9%
Year - 5
0%
Thereafter
0%
Note 14. Long-Term Debt
Convertible Senior Notes
In August 2017 and September 2017, the Company issued in aggregate $136.8 million of 5.875% Convertible Senior Notes (“Convertible Notes”)
maturing on August 1, 2037, unless earlier repurchased, redeemed or converted. Interest is payable semi-annually in arrears, on February 1 and August 1 of
each year.
Holders may convert their Convertible Notes at any time prior to the close of business on the business day immediately preceding February 1, 2037.
On or after August 5, 2022 but prior to February 1, 2037, the Company may redeem for cash all or any portion of the Convertible Notes, at the Company’s
option, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but
excluding, the redemption date. Holders of the Convertible Notes will be able to cause the Company to repurchase their Convertible Notes for cash on any
of August 1, 2022, August 1, 2027 and August 1, 2032, in each case at 100% of their principal amount, plus accrued unpaid interest to, but excluding, the
relevant repurchase date.
As of December 31, 2021, the Company had $22.9 million of the Convertible Notes outstanding, net of issuance and debt discount costs in
aggregate of approximately $506,000 and net of $21.1 million of Convertible Notes held by an insurance company subsidiary. For the year ended
December 31, 2021, the Company made interest payments, net of affiliated Convertible Notes of approximately $1.4 million, on the outstanding
Convertible Notes.
At December 31, 2020, the Company had $22.1 million of the Convertible Notes outstanding, net of issuance and debt discount costs in aggregate of
approximately $1.3 million and net of $21.1 million of Convertible Notes held by an insurance company subsidiary. For the year ended December 31,
2020, the Company made interest payments, net of affiliated Convertible Notes of approximately $1.4 million, on the outstanding Convertible Notes.
As of December 31, 2019, the Company had $21.3 million of the Convertible Notes outstanding, net of debt issuance and debt discount costs which
totaled approximately $2.1 million and net of $21.1 million of Convertible Notes held by an insurance company subsidiary. For the year ended December
31, 2019, the Company made interest payments, net of affiliated Convertible Notes of approximately $1.5 million on the Convertible Notes.
Debt Extinguishment
The Company reacquired convertible senior notes over a series of transactions in 2019, 2018 and 2017. In accordance with ASC 470 “ Debt ”, the
Company evaluated the accounting treatment to determine if the repurchase of the Convertible Notes constituted a debt extinguishment. ASC 405-20-40-1
provides implementation guidance in order to determine if the Company is legally released
75
from being the primary obligor under the liability, either judicially or by the creditor. Based on the reacquisition of the Convertible Notes, the Company
should derecognize the related debt and conversion option liability. Upon extinguishment, the Company performed a discounted cash flow (“DCF”)
analysis for each transaction based on its date and principal amount, leveraging market debt yield data as of each trade date to estimate the costs of the debt.
On February 19, 2019, the Company reacquired $5.8 million of its outstanding Convertible Notes, payment was made in cash of approximately $2.9
million and issuance of 285,201 shares of the Company’s common stock valued at $4.2 million. The repurchase resulted in a $48,000 non-operating loss.
For 2019 debt repurchases, the Company removed the respective net debt amount and the related portion of the derivative that was included in
shareholders’ equity. The extinguishment of debt was measured at the then-current fair value at the time of purchase, with any difference recorded as a gain
or loss on the extinguishment. In accordance with the purchase agreement governing the Company’s offer and sale of convertible debt, the Company or its
affiliates are prohibited from reselling the notes once acquired. The repurchased Convertible Notes hold no registration rights.
Mortgage Loan
In October 2017, the Company and its subsidiary, Skye Lane Properties LLC, jointly obtained a commercial real estate mortgage loan in the amount
of $12.7 million, bearing interest of 4.95% per annum and maturing on October 30, 2027. On October 30, 2022, the interest rate shall adjust to an interest
rate equal to the annualized interest rate of the United States 5-year Treasury Notes as reported by Federal Reserve on a weekly average basis plus 3.10%.
The Company makes monthly principal and interest payments against the loan. For each of the respective years ended December 31, 2021 and 2020, the
Company made principal and interest payments of $892,850 on the mortgage loan.
Senior Secured Credit Facility
The Company is party to a five-year, $125.0 million credit agreement (as amended from time to time, the “Credit Agreement”) with a syndicate of
lenders consisting of $75.0 million senior secured term loan facility (the “Term Loan Facility”) and a $50.0 million senior secured revolving credit facility
(the “Revolving Credit Facility” and together with the Term Loan Facility, the “Credit Facilities”).
The Credit Agreement, as amended, provides for (1) a five-year senior secured term loan facility in an aggregate principal amount of $75 million
(the “Term Loan Facility”) and (2) a five-year senior secured revolving credit facility in an aggregate principal amount of $75 million (inclusive of a $5
million sublimit for the issuance of letters of credit and a $10 million sublimit for swingline loans) (the “Revolving Credit Facility” and together with the
Term Loan Facility, the “Credit Facilities”).
Term Loan Facility: The principal amount of the Term Loan Facility amortizes in quarterly installments, which began with the close of the fiscal
quarter ending March 31, 2019, in an amount equal to $1.9 million per quarter, payable quarterly, decreasing to $875,000 per quarter commencing with the
quarter ending December 31, 2021 and increasing to $1.3 million per quarter commencing with the quarter ending December 31, 2024, with the remaining
balance payable at maturity. The Term Loan Facility matures on July 27, 2026. As of December 31, 2021, there was $70.0 million in aggregate principal
outstanding on the Term Loan Facility. On July 28, 2021, the principal amount of the term loan outstanding under the Term Loan Facility was increased by
$13.75 million to a total of $70.0 million from $56.25 million prior to the advance.
For the period January 1, 2021 to July 28, 2021, the Company made principal and interest payments of approximately $3.8 million and $1.2
million, respectively against the Term Loan Facility. For the period July 29, 2021 to December 31, 2021, the Company made principal and interest
payments of approximately $875,000 and $846,270 million, respectively on Term Loan Facility, as amended. For the year ended December 31, 2020, the
Company made interest payments of approximately $2.6 million on the term loan.
Revolving Credit Facility: The Revolving Credit Facility allows for borrowings of up to $75 million inclusive of a $5 million sublimit for the
issuance of letters of credit and a $10 million sublimit for swingline loans. As of December 31, 2021, and December 31, 2020, we had no borrowings and
no letters of credit outstanding under the Revolving Credit Facility. For the years ended December 31, 2021 and 2020, the Company made interest
payments of $196,500 and $403,000 under the Revolving Credit Facility, respectively.
At our option, borrowings under the Credit Facilities bear interest at rates equal to either (1) a rate determined by reference to LIBOR (based on one,
two, three or six-month interest periods), adjusted for statutory reserve requirements, plus an applicable margin or (2) a base rate determined by reference
to the greatest of (a) the “prime rate” of Regions Bank, (b) the federal funds rate plus 0.50%, and (c) the LIBOR index rate applicable for an interest period
of one month plus 1.00%, plus an applicable margin.
76
At December 31, 2021, the effective interest rate on for the Term Loan Credit Facility was 2.9375%. The Company monitors the rates prior to the
reset date which allows it to establish if the payment is monthly or quarterly payment based on the most beneficial rate used to calculate the interest
payment.
On March 31, 2021, the Company closed the July 1, 2020 standby letter of credit in the amount of $31.5 million that was issued by Regions Bank.
On June 1, 2020, the Company amended the Credit Agreement by entering into the Third Amendment to Credit Agreement (the “Third
Amendment”) with the lenders from time to time party to the Credit Agreement, and Regions Bank, as administrative agent and collateral agent. The Third
Amendment modified the Credit Agreement to increase the letter of credit sublimit from $5 million to $40 million and to make related modifications to
certain of the negative covenants in the Credit Agreement.
On April 27, 2020, the Company amended the Credit Agreement by entering into the Second Amendment to Credit Agreement (the “Second
Amendment”) with the lenders from time to time party to the Credit Agreement, and Regions Bank, as administrative agent and collateral agent. The
Second Amendment modified the negative covenants in the Credit Agreement to permit the Company to make acquisitions and investments if, after giving
effect to the acquisition or investment, either (1) the Company has an aggregate of $25.0 million in cash and availability under the revolving credit facility
or (2) the consolidated leverage ratio under the Credit Agreement is at least a quarter turn less than the required ratio for the trailing four quarters. The
amendment gives the Company more flexibility to make acquisitions and investments in the future. All other material terms of the Credit Agreement
remain unchanged.
FHLB Loan Agreements
In December 2018, a subsidiary of the Company received a fixed interest rate 3.094% cash loan of $19.2 million from the Federal Home Loan Bank
(“FHLB”) Atlanta, with a maturity date of December 13, 2023. In connection with the agreement, the subsidiary became a member of FHLB. Membership
in the FHLB required an investment in FHLB’s common stock which was purchased in December 2018 and valued at $1.4 million. Additionally, the
transaction required securities be pledged as collateral. As of December 31, 2021, the fair value of the collateralized securities was $22.5 million and the
equity investment in FHLB common stock was $1.4 million. As of December 31, 2021 and 2020, the Company made quarterly interest payments of
approximately $601,000 and $604,000 per the terms of the agreement, respectively. As of December 31, 2021, and December 31, 2020, the Company also
holds other common stock from FHLB Des Moines, and FHLB Boston carried at $215,900 and $222,900, respectively.
The following table summarizes the Company’s long-term debt:
Convertible debt
Mortgage loan
Credit loan facility
Revolving credit facility
FHLB loan agreement
Total principal amount
Deferred finance costs
Total long-term debt
December 31, 2021
December 31, 2020
(in thousands)
23,413
11,521
69,125
—
19,200
123,259
2,502
120,757
$
$
$
$
23,413
11,827
60,000
10,000
19,200
124,440
3,442
120,998
$
$
$
$
As of the date of this report, we were in compliance with the applicable terms of all our covenants and other requirements under the Revolving
agreement, Term Note, Convertible Debt, cash borrowings and other loans. Our ability to secure future debt financing depend, in part, on our ability to
remain in such compliance. As long as there is no default or an event of default exist, we are allowed to payout dividends in an aggregate amount not to
exceed $10.0 million in any fiscal year.
The covenants and other requirements under the revolving agreement represent the most restrictive provisions that we are subject to with respect to
our long-term debt.
The schedule of principal payments on long-term debt is as follows:
December 31,
2022
2023
2024
2025
2026
Thereafter
Total principal payments
$
$
Amount
3,822
23,039
4,292
5,624
53,331
33,151
123,259
77
Note 15. Income Taxes
The following table summarizes the provision for income taxes:
Federal:
Current
Deferred
(Benefit)/provision for Federal income tax
State:
Current
Deferred
Provision for State income tax expense
(Benefit)/provision for income taxes
2021
For the Year Ended December 31,
2020
(in thousands)
2019
$
$
3,015 $
(5,872 )
(2,857 )
1,634
(84 )
1,550
(1,307 ) $
(14,863 ) $
6,859
(8,004 )
1,501
(610 )
891
(7,113 ) $
9,674
584
10,258
1,785
317
2,102
12,360
The income tax (benefit) expense differs from the amounts computed by applying the U.S. federal income tax rate of as indicated below to pretax
income as a result of the following (in thousands):
Expected income tax expense at federal rate
State tax expense
Permanent items
Goodwill impairment
Non-deductible stock compensation
Tax exempt interest
Executive compensation 162(m)
Political contributions
Tax rate change
Other
Reported income tax expense
2021
For the Year Ended December 31,
2020
2019
21.0 %
(1.0 )%
(0.5 )%
(16.7 )%
(0.2 )%
0.1 %
(0.2 )%
(0.2 )%
(0.5 )%
0.0 %
1.7 %
21.0 %
25.9 %
16.0 %
—
22.4 %
(18.4 )%
20.3 %
6.2 %
(409.1 )%
(5.6 )%
(321.3 )%
21.0 %
3.6 %
0.9 %
—
(0.4 )%
(1.6 )%
6.1 %
0.3 %
0.6 %
(0.4 )%
30.1 %
The effective tax rates for 2021, 2020 and 2019 were affected by various permanent tax differences, including disallowed executive compensation
deductions which were further limited in 2017 and future years upon the enactment of H.R.1, commonly referred to as the Tax Cuts and Jobs Act (“Tax
Act”). The effective tax rate for 2020 benefitted from a tax rate change related to a carryback of a tax net operating loss, which was carried back five years
under The CARES Act. The effective tax rate can fluctuate throughout the year as estimates used in the tax provision for each quarter are updated as more
information becomes available throughout the year.
On March 27, 2020, former President Trump signed into law the Coronavirus Aid, Relief, and Economic Security (CARES) Act to mitigate the
economic impacts of the COVID-19 crisis. The CARES Act amended the law for net operating losses generated in taxable years beginning after December
31, 2017 and before January 1, 2021. Net operating losses generated by a corporation during these taxable years are allowed a five-year carryback period.
As the Company had a 2020 tax net operating loss, the Company’s 2020 rate reconciliation reflects the favorable $7.1 million tax benefit from carrying
back tax losses to years for which the statutory rate was 35%.
The significant components of deferred tax assets and liabilities included in the consolidated balance sheets as December 31 were as follows:
78
Deferred tax assets:
Unearned premiums
Unearned commission
Net operating loss
Tax-related discount on loss reserve
Stock-based compensation
Accrued expenses
Leases
Unrealized losses
Other
Total deferred tax asset
Deferred tax liabilities:
Deferred acquisition costs
Prepaid expenses
Unrealized gain
Property and equipment
Note discount
Basis in purchased investments
Basis in purchased intangibles
Internal revenue code 481(a)
Other
Total deferred tax liabilities
Net deferred tax liability
For the Year Ended December 31,
2021
2020
(in thousands)
15,805
9,459
1,222
3,872
84
1,182
792
1,913
472
34,801
21,977
177
—
1,504
187
34
14,550
4,416
1,382
44,227
(9,426 )
$
$
$
15,303
9,272
1,885
3,322
113
982
394
—
343
31,614
20,694
236
1,814
1,669
326
53
15,693
8,577
1,029
50,091
(18,477 )
$
$
$
The Company had no capital loss carryforward as of December 31, 2021.
In assessing the net carrying amount of deferred tax assets, we consider whether it is more likely than not that we will not realize some portion or all
of the deferred tax assets. The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which
those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax
planning strategies in making this assessment. We had non-deductible goodwill of $87.3 million and $144.4 million for the years ended December 31, 2021
and 2020, respectively. Of the goodwill that may be amortized for income tax purposes, the remaining tax basis to amortize is $4.4 million for the year
ended December 31, 2021 and $4.9 million for the year ended December 31, 2020.
The statute of limitations related to our federal and state income tax returns remains open from our filings for 2018 through 2020. For the 2014 tax
year, the federal income tax return was examined by the tax authority resulting in no material adjustments. In April 2019, the Company was notified by the
tax authority that the federal income tax returns for the years 2015, 2016 and 2017 would be examined. In August 2020, the Company received a notice
from the tax authority for the examined tax years, reporting that the returns were accepted as final. No further action will be required and no other tax years
are under examination.
Our reinsurance affiliate, Osprey Re, Ltd., which is based in Bermuda, made an irrevocable election under section 953(d) of the U.S. Internal
Revenue Code of 1986, as amended, to be treated as a domestic insurance company for U.S. Federal income tax purposes. As a result of this election, our
reinsurance subsidiary is subject to United States income tax as if it were a U.S. corporation.
As of December 31, 2021, the Company had no uncertain tax positions or unrecognized tax benefits that, if recognized, would impact the effective
income tax rate.
79
Note 16. Statutory Accounting and Regulations
State laws and regulations, as well as national regulatory agency requirements, govern the operations of all insurers such as our insurance
subsidiaries. The various laws and regulations require that insurers maintain minimum amounts of statutory surplus and risk-based capital; restrict insurers’
ability to pay dividends; restrict the allowable investment types and investment mixes and subject the Company’s insurers to assessments.
The Company’s insurance subsidiaries are required to file with state insurance regulatory authorities an “Annual Statement” which report under the
statutory-basis of accounting which differs from GAAP, among other items, net income and surplus as regards policyholders, which is called stockholder’s
equity under GAAP. Combined results of the Company’s insurance subsidiaries reported statutory-basis net loss of $38.3 million and $24.3 million for the
years ended December 31, 2021 and 2020, respectively. The Company’s insurance subsidiaries must maintain capital and surplus ratios or balances as
determined by the regulatory authority of the states in which they are domiciled. Heritage P&C is required to maintain statutory-basis capital and surplus
equal to the greater of $15 million or 10% of their respective liabilities. Zephyr is required to maintain a deposit of $750,000 in a federally insured financial
institution. NBIC is required to maintain statutory-basis capital and surplus of $3.0 million. The combined statutory surplus for Heritage P&C, NBIC, and
Zephyr was $302.1 million at December 31, 2021. The combined statutory-basis surplus for Heritage P&C, NBIC, and Zephyr was $333.3 million at
December 31, 2020. State laws also require the Company’s insurance subsidiaries to adhere to prescribed premium-to-capital surplus ratios, with which the
Company’s insurance affiliates are complying. At December 31, 2021, our insurance subsidiaries met the financial and regulatory requirements of the states
in which they do business.
The legislatures of the states of domicile of our insurance affiliates have adopted the National Association of Insurance Commissioners (“NAIC”)
recommendations with regard to expansion of the regulation of insurers to include non-insurance entity affiliates. Specifically, the new law permits the state
insurance regulators to examine affiliated entities within an insurance holding company system in order to ascertain the financial condition of the insurer.
The law also provides for certain disclosures regarding enterprise risk, which are satisfied by the provision of related information filed with the SEC.
The NAIC published risk-based capital guidelines for insurance companies that are designed to assess capital adequacy and to raise the level of
protection that statutory-basis surplus provides for policy holders. Most states, including Florida, Hawaii, and Rhode Island, have enacted the NAIC
guidelines as statutory requirements, and insurers having less statutory-basis surplus than required will be subject to varying degrees of regulatory action,
depending on the level of capital inadequacy. State insurance regulatory authorities could require an insurer to cease operations in the event the insurer fails
to maintain the required statutory capital.
State laws for Florida, Hawaii, and Rhode Island permit an insurer to pay dividends or make distributions out of that part of statutory surplus
derived from net operating profit and net realized capital gains. The applicable laws pertain to the state of domicile of each insurance company affiliate and
provide calculations to determine the amount of dividends or distributions that can be made without the prior approval of the insurance regulatory authority
and the amount of dividends or distributions that would require prior approval of the insurance regulatory authority. In the state of Florida, a dividend may
be taken without regulatory approval if the dividend is equal to or less than the greater of 10% of the insurer’s surplus or the insurer’s net income. In the
state of Rhode Island, a dividend may be taken without regulatory approval if the dividend is equal to or less than the lesser of 10% of the insurer’s surplus
or the insurer’s net income excluding realized capital gains. The state of Hawaii restricts dividends without regulatory approval to the smaller of prior
years’ net income or 10% of prior year’s surplus. Heritage P&C and NBIC have not paid dividends in any of the last three years. Zephyr paid dividends of
$6.8 million and $13.7 million for the years ended December 31, 2021 and 2020.
Statutory risk-based capital requirements may further restrict our insurance subsidiaries ability to pay dividends or make distributions if the amount
of the intended dividend or distribution would cause statutory-basis surplus to fall below minimum risk-based capital requirements.
State insurance laws limits an insurer’s investment in equity instruments and also restricts investments in medium to low quality debt instruments.
The Company’s insurance affiliates were in compliance with all investment restrictions at December 31, 2021 and 2020.
Governmental agencies or certain quasi-governmental entities can levy assessments upon the Company in the states in which the Company writes
policies. Refer to Note 1 “Basis of Presentation, Nature of Business and Significant Accounting Policies and Practices” to our consolidated statements
included in this Annual report on Form 10-K, for further information for a description of how the Company recovers assessments imposed upon it.
Governmental agencies or certain quasi-governmental entities can also levy assessments upon policyholders, and the Company collects the amount of the
assessments from policyholders as surcharges for the benefit of the assessing agency. There are currently no assessments to be collected from policyholders
and remitted to any governmental or quasi-governmental entities. If an assessment becomes levied the Company would multiply the premium written on
each policy by these assessment percentages to determine the additional amount that it will collect from the policyholder and remit to the assessing
agencies.
80
The Company reported its insurance subsidiaries’ assets, liabilities and results of operations in accordance with GAAP, which varies from statutory-
basis accounting principles prescribed or permitted by state laws and regulations, as well as by general industry practices.
The Company’s reinsurance subsidiary, Osprey, which was incorporated on April 23, 2013, is licensed as a Class 3A Insurer under The Bermuda
Insurance Act 1978 and related regulations. Osprey is required to meet and maintain certain minimum levels of solvency and liquidity. Each year Osprey is
required to file with the Bermuda Monetary Authority (the “Authority”) a Capital and Solvency Return, Statutory Financial Return and Audited Financial
Statements within four months of its relevant financial year end. Osprey maintains sufficient collateral to comply with regulatory requirements as of
December 31, 2021. Bermuda’s standard for financial statement reporting is U.S. GAAP.
Note 17. Commitments and Contingencies
The Company is involved in claims-related legal actions arising in the ordinary course of business. The Company accrues amounts resulting from
claims-related legal actions in unpaid losses and loss adjustment expenses during the period that it determines an unfavorable outcome becomes probable
and it can estimate the amounts. Management makes revisions to its estimates based on its analysis of subsequent information that the Company receives
regarding various factors, including: (i) per claim information; (ii) company and industry historical loss experience; (iii) judicial decisions and legal
developments in the awarding of damages; and (iv) trends in general economic conditions, including the effects of inflation.
Note 18. Accounts Payable and Other Liabilities
Other liabilities consist of the following as of December 31, 2021 and 2020:
Description
Deferred ceding commission
Outstanding claim checks
Accounts payable and other payables
Accrued dividends
Accrued interest and issuance costs
Other liabilities
Premium tax
Commission payables
Total other liabilities
Note 19. Accrued Bonus Compensation
December 31, 2021
December 31, 2020
(in thousands)
40,406
—
10,086
1,634
735
195
871
17,598
71,525
$
$
39,995
10,864
9,248
1,670
833
80
—
18,245
80,935
$
At December 31, 2021, the Company recognized bonus compensation expense of $3.4 million, of which $3.0 million was unpaid. At December 31,
2020, the Company recognized employee bonus compensation expense in aggregate of $6.4 million, of which $2.1 million related to the consolidated
severance payment due, as disclosed in Part IV, Item 6. Exhibit 10.5 Separation agreement dated December 1, 2020, and of which $2.9 million was unpaid
as of December 31, 2020.
Note 20. Related Party Transactions
In July 2020, the Board of Directors appointed Mark Berset to the Board of Directors of the Company. Mr. Berset is also the Chief Executive Officer
of Comegys Insurance Agency, Inc. (“Comegys”), an independent insurance agency that writes policies for Company. The Company pays commission to
Comegys based upon standard industry rates consistent with those provided to the Company’s other insurance agencies. There are no arrangements or
understandings between Mr. Berset and any other persons with respect to his appointment as a director. For the years ended December 31, 2021 and 2020,
the Company paid agency commission to Comegys of approximately $843,180 and $1.0 million, respectively.
Note 21. Employee Benefit Plan.
The Company provides a 401(k) plan for substantially all employees. The Company provides a matching contribution of 100% on the first 3% of
employees’ contribution and 50% on the next 2% of the employees’ contribution to the plan. The maximum match is 4%. For the years ended December
31, 2021 and 2020, the contributions made to the plan on behalf of the participating employees were approximately $1.3 million and $1.2 million,
respectively.
Effective September 1, 2021, the Company terminated its self-insured healthcare plan and enrolled in a flex healthcare plan which allows employees
the choice of three medical plans with a range of coverage levels and costs. For the years ended December 31, 2021 and 2020, the Company incurred
medical premium costs of $3.5 million and $4.1 million, respectively. An additional liability from the Company's legacy self-insured healthcare plan was
accrued for approximately $422,800 and $1.4 million for unpaid claims as of December 31, 2021 and December 31, 2020, respectively.
81
Note 22. Equity
The total amount of authorized capital stock consists of 50,000,000 shares of common stock and 5,000,000 shares of preferred stock. As of
December 31, 2021, the Company had 26,753,511 shares of common stock outstanding, 10,536,737, treasury shares of common stock and 283,092 shares
of unvested restricted common stock issued reflecting total paid-in capital of $332.8 million as of such date.
Common Stock
Holders of common stock are entitled to one vote for each share held on all matters subject to a vote of stockholders, subject to the rights of holders
of any outstanding preferred stock. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect
all of the directors standing for election, subject to the rights of holders of any outstanding preferred stock. Holders of common stock will be entitled to
receive ratably any dividends that the board of directors may declare out of funds legally available therefor, subject to any preferential dividend rights of
outstanding preferred stock. Upon the Company’s liquidation, dissolution or winding up, the holders of common stock will be entitled to receive ratably its
net assets available after the payment of all debts and other liabilities and subject to the prior rights of holders of any outstanding preferred stock. Holders
of common stock have no preemptive, subscription, redemption or conversion rights. There is no redemption or sinking fund provisions applicable to the
common stock. All outstanding shares of the Company’s capital stock (excluding restricted stock) are fully paid and nonassessable.
Stock Repurchase Program
On August 1, 2019, the Company announced that its Board of Directors ratified a stock repurchase program authorizing the Company to repurchase
up to $50.0 million of its common stock which had expired on December 31, 2020. As of December 31, 2020, the Company repurchased in aggregate
2,065,042 shares of its common stock since authorizing the stock repurchase program for $26.2 million. On November 2, 2020, the Board of Directors
extended the Company’s existing share repurchase program from December 31, 2020 to December 31, 2021 and increased the authorization under the
program from the $23.8 million remaining to $50.0 million, which repurchases may be made under the Company’s current Rule 10b5-1 trading plan, which
allows the Company to purchase shares below a predetermined price per share, or otherwise. As of December 31, 2021, the Company repurchased in
aggregate 1,256,898 shares of its common stock under its repurchase program for $8.2 million. The stock purchase program expired on December 31,
2021.
On December 19, 2021, the Board of Directors established a new share repurchase program plan to commence upon December 31, 2021, for the
purpose or repurchasing up to an aggregate of $25.0 million of Common Stock, through the open market or in such other manner as will comply with the
terms of applicable federal and state securities laws and regulations, including without limitation, Rule 10b-18 under the Securities Act at any time or from
time to time on or prior to December 31, 2022 (the "New Share Repurchase Plan").
Dividends
The declaration and payment of any future dividends will be subject to the discretion of the Board of Directors and will depend on a variety of
factors including the Company’s financial condition and results of operations.
Dividends
For the year ended December 31, 2021, we recorded quarterly cash dividends totaling approximately $6.7 million as follows:
December 31, 2020
March 31, 2021
June 30, 2021
September 30, 2021
Cash dividend per common share
Total cash dividends paid
Record date
Payment date
$
$
0.06
1,670,032
December 15, 2020
January 15, 2021
$
$
0.06
1,677,911
$
$
March 15, 2021
April 6, 2021
0.06
1,680,432
June 15, 2021
July 6, 2021
$
$
0.06
1,680,149
September 15, 2021
October 6, 2021
Quarter Ended
82
Note 23. Stock-Based Compensation
Common Stock
The Company has adopted the Heritage Insurance Holdings, Inc., Omnibus Incentive Plan (the “Plan”) effective on May 22, 2014. The Plan
authorized 2,981,737 shares of common stock for issuance under the Plan for future grants.
At December 31, 2021, there were 870,733 shares available for grant under the Plan. The Company recognizes compensation expense under ASC
718 for its stock-based payments based on the fair value of the awards.
During the quarter ended March 31, 2021, the Company issued to its Chief Executive Officer 95,878 shares of performance-based restricted stock
with a fair value at the time of grant of $10.43 per share. The performance-based restricted stock has a three-year performance period beginning on January
1, 2021 and ending on December 31, 2023 and will vest following the end of the performance period but no later than March 5, 2024. The number of
shares that will be earned at the end of the performance period is subject to decrease based on the results of the performance condition. In addition, the
Company issued this executive 47,939 shares of time-based restricted stock with a market value at the time of grant of $10.43 per share. The time-based
restricted stock will vest in three equal installments of 15,979 on December 27, 2021, and 15,980 on December 27, 2022 and 2023, respectively.
During the second quarter ended June 30, 2021, the Company issued to its Chief Financial Officer 28,012 shares of performance-based restricted
stock with a fair value at the time of grant of $10.71 per share. The performance-based restricted stock has a three-year performance period beginning on
January 1, 2021 and ending December 31, 2023 and will vest following the end of the performance period but no later than March 5, 2024. The number of
shares that will be earned at the end of the performance period is subject to decrease based on the results of the performance condition. In addition, the
Company issued this executive 14,006 shares of time-based restricted stock with a fair value at the time of grant of $10.71 per share. The time-based
restricted stock will vest in three equal installments 4,668 on December 27, 2021 and 4,669 on December 27, 2022 and 2023, respectively.
During the fourth quarter ended December 31, 2021, the Company issued to certain executives in aggregate 18,159 shares of restricted stock with a
grant date fair value of $6.89 per share. Each of the restricted stock grants vest in three equal installments on December 27, 2021, 2022 and 2023. The
Company also awarded 50,799 shares of performance-based restricted stock with a fair value at the time of grant of $6.89 per share. The performance-
based restricted stock has a three-year performance period beginning on January 1, 2021 and ending on December 31, 2023 and will vest following the end
of the performance period but no later than March 5, 2024. The number of shares that will be earned at the end of the performance period is subject to
decrease based on the results of the performance condition.
In 2020, the Company awarded 10,000 and 5,000 shares of restricted stock with at the time of grant a fair value of $10.60 per share and $10.83 per
share, respectively. The 2020 restricted stock grants vest over a 2 year and 12 month, period commencing from the date of grant, respectively. No restricted
stock was granted during the year ended December 31, 2019.
The Plan authorizes the Company to grant stock options at exercise prices equal to the fair market value of the Company’s stock on the dates the
options are granted. Any options granted would typically have a maximum term of ten years from the date of grant and vest primarily in equal annual
installments over a range of one to five-year periods following the date of grant for employee options. The Company has not granted any stock options
since 2015 and all unexercised stock options have since been forfeited.
Restricted Stock
The Company has also granted shares of its common stock subject to certain restrictions under the Plan. Restricted stock awards granted to
employee’s vest in equal installments generally over a three to five year period from the grant date subject to the recipient’s continued employment. The
fair value of restricted stock awards is estimated by the market price at the date of grant and amortized on a straight-line basis to expense over the period of
vesting. Recipients of restricted stock awards granted prior to 2021 have the right to receive dividends; dividends accrue but are not paid until vesting for
recipients of restricted stock awards granted 2021 and thereafter.
83
Restricted stock activity for the three years ended December 31, 2021, 2020 and 2019 is as follows:
Number of shares
Weighted-Average
Grant-Date Fair
Value per Share
Non-vested, at December 31, 2018
Granted
Vested
Canceled and surrendered
Non-vested, at December 31, 2019
Granted
Vested
Canceled and surrendered
Non-vested, at December 31, 2020
Granted - Performance-based restricted stock
Granted - Time-based restricted stock
Vested
Canceled and surrendered
Non-vested, at December 31, 2021
605,801
—
(22,647 )
(237,620 )
345,534
15,000
(13,044 )
(247,223 )
100,267
174,689
80,104
(43,711 )
(28,257 )
283,092
$
$
$
$
20.41
—
14.28
14.82
19.56
10.68
13.17
9.49
15.37
9.45
9.68
9.61
10.69
9.32
Awards are being amortized to expense over a one to five year vesting period. The Company recognized $1.2 million, $4.7 million and $5.4 million
of compensation expense for the years ended December 31, 2021, 2020 and 2019, respectively.
During the year ended December 31, 2021, the Company granted in aggregate 254,793 shares of time-based and performance-based restricted stock.
During the year ended December 31, 2021, 71,968 shares of restricted stock were vested and released. Of the stock released to employees, 28,257 shares
were withheld to cover withholding taxes of $231,000. During the year ended December 31, 2020, 260,267 shares of restricted stock were vested and
released. Of the stock released to employees, 247,223 shares were withheld by the Company to cover withholding taxes of $2.4 million. During 2019,
237,620 shares were withheld to cover withholding taxes of $3.5 million arising from the vesting of restricted stock. We recognized no tax benefit from the
restricted stock awards and related paid dividends for the years 2021, 2020 and 2019, respectively.
At December 31, 2021, there was approximately $1.0 million unrecognized expense related to time-based unvested restricted stock and an additional
$1.0 million for performance-based restricted stock, which is expected to be recognized over the remaining restriction periods as described in the table
below. For the comparable period in 2020, there was $1.1 million of unrecognized expense.
Additional information regarding our outstanding unvested restricted stock at December 31, 2021 is as follows:
Grant date
Restricted shares unvested
Share Value at Grant Date
Per Share
Remaining Restriction
Period (Years)
February 12, 2018
April 24, 2020
January 4, 2021
April 13, 2021
October 18, 2021
50,000
5,000
127,837
37,349
62,906
283,092
84
16.35
10.60
10.43
10.71
6.89
1.00
0.25
2.00
2.00
2.00
Note 24. Selected Quarterly Financial Data (unaudited)
The following table provides a summary of unaudited quarterly results for the periods presented (in thousands, except per share data):
For the year ended December 31, 2021
Net premiums earned
Investment income
Total revenues
Total operating expenses
Operating (loss) income
Net (loss) income
Basic net (loss) income per share
Diluted net (loss) income per share
(1)
For the year ended December 31, 2020
Net premiums earned
Investment income
Total revenues
Total operating expenses
Operating income (loss)
Net income (loss)
Basic net income (loss) per share
Diluted net income (loss) per share
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
142,199
1,293
147,243
153,075
(5,832 )
(5,148 )
(0.19 )
(0.19 )
First Quarter
126,006
3,670
132,706
119,946
12,760
7,620
0.27
0.27
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
146,499
956
150,197
154,187
(3,990 )
(3,950 )
(0.14 )
(0.14 )
Second Quarter
129,057
3,296
136,012
129,049
6,963
4,132
0.15
0.15
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
162,445
1,548
167,408
182,785
(15,377 )
(16,410 )
(0.59 )
(0.59 )
Third Quarter
138,230
2,817
165,119
169,601
(4,482 )
(5,233 )
(0.19 )
(0.19 )
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
159,928
1,855
166,712
209,578
(42,865 )
(49,218 )
(1.79 )
(1.79 )
Fourth Quarter
151,430
2,519
159,548
164,604
(5,056 )
2,808
0.10
0.10
The sum of quarterly amounts, including per share amounts, may not equal amounts reported for year-to-date periods. This is due to the effects of
rounding and changes in the number of weighted-average shares outstanding for each period.
(1)
The fourth quarter results include a $60.5 million impairment of goodwill. Refer to Note 3 “Goodwill and Other Intangible Assets” to our
consolidated statements included in this Annual Report on Form 10-K, for further information on our 2021 goodwill impairment charge.
Note 25. Subsequent Events
On March 4, 2022, the Company announced that its Board of Directors declared a $0.06 per share quarterly dividend payable on April 6, 2022 to
stockholders of record as of March 17, 2022.
In January 2022, the Company reacquired $11.7 million of its outstanding Convertible Senior Notes. Payment was made in cash. The Convertible
Notes were retired at the time of repurchase.
In January 2022, the Company withdrew $15 million from the Revolving Credit Facility to reacquire a part of the outstanding Convertible Senior
Notes.
85
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
We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to
be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,
and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosures.
As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this Annual Report, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures. Based on
this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of
December 31, 2021.
Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will
prevent all errors and fraud. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the
design of a control system must reflect the fact that there are resource constraints, and management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the
control.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-
effective control system, misstatements due to error or fraud may occur and not be detected.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed under the supervision and with the participation of our
management, including our principal executive officer and principal financial officer, 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.
As of December 31, 2021, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework, or 2013 Framework. Based on this
assessment, our management concluded that, as of December 31, 2021, our internal control over financial reporting was effective based on those criteria.
Plante & Moran, PLLC, the independent registered public accounting firm who also audited the Company’s consolidated financial statements
included in this Form 10-K, has issued their attestation report on the Company’s internal control over financial reporting presented in Part IV, Item 15 of
this report under “Report of Independent Registered Public Accounting Firm.”
Changes in Internal Control Over Financial Reporting
There has been no change in our internal controls over financial reporting during our most recent quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.
86
Item 9B. Other Information
Not applicable
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable
87
Item 10. Directors, Executive Officers and Corporate Governance
PART III
The items required by Part III, Item 10 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2022 Annual Meeting of
Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2021.
Item 11. Executive Compensation
The items required by Part III, Item 11 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2022 Annual Meeting of
Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2021.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The items required by Part III, Item 12 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2022 Annual Meeting of
Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2021.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The items required by Part III, Item 13 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2022 Annual Meeting of
Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2021.
Item 14. Principal Accountant Fees and Services
The items required by Part III, Item 14 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2022 Annual Meeting of
Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2021.
88
Item 15. Exhibits, Financial Statements Schedules
(a)
(1)
The following documents are filed as part of this report.
Financial Statements
PART IV
The following consolidated financial statements of the Company and the reports of independent auditors thereon are filed with this report:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations and Comprehensive Income
Consolidated Statements of Changes in Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2)
Financial Statement Schedules
The following additional financial schedules are furnished herewith pursuant to requirements of Form 10-K.
Schedules required to be filed under the provisions of Regulations S-X Article 7:
Schedule II Condensed Financial Information of Registrant
Schedule V Valuation Allowance and Qualifying Accounts
Schedule VI Supplemental Information Concerning Consolidated Property-Casualty Insurance Operations
Report of Independent Registered Public Accounting Firm
(3)
List of Exhibits
Page
93
96
97
45
The following is a list of exhibits filed or incorporated by reference as part of this Annual Report on Form 10-K
Exhibit
Number
3.1
3.2
4.1
4.2
4.3
4.4
10.1†
10.2†
10.5†
Description (File No. 001-36462)
Certificate of Incorporation of Heritage Insurance Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly
Report on Form 10-Q filed on August 6, 2014)
By-laws of Heritage Insurance Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-
Q filed on August 6, 2014)
Form of Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A (File No.
333-195409) filed on May 13, 2014)
Form of 5.875% Convertible Senior Notes due 2037 (included in Exhibit 4.1), incorporated by reference to 1.1 to our Form 8-K filed on
August 16, 2017)
Indenture, date as of August 16, 2017, by and among the Company. Heritage MGA, LLC as guarantor, and Wilmington Trust, National
Association, as trustee, (incorporated by reference to Exhibit 4.1 to our Form 8-K filed on August 16, 2017)
Description of Capital Stock dated December 31, 2019 (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on
Form 10-K filed on March 10, 2020)
Heritage Insurance Holdings, Inc. Omnibus Incentive Plan (incorporated by reference to Exhibit 10.28 of the Registration Statement
filed on Form S-1 (File No. 333-195409) filed on April 21, 2014)
Employment Agreement dated January 5, 2021 between Heritage Insurance Holding, Inc. and Ernie Garateix, (incorporated by reference
to Exhibit 10.1 to our Form 8-K filed on January 6, 2021)
Separation Agreement dated December 1, 2020 between Heritage Insurance Holdings Inc. and Richard Widdicombe, (incorporated by
reference to Exhibit 10.3 to our Form 8-K filed on December 4, 2020)
89
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†
10.20†
Employment agreement by and between Heritage Insurance Holdings, Inc and Kirk H. Lusk, dated January 30, 2018 (incorporated by
reference to Exhibit 10.1 to our Form 8-K filed on February 2, 2018)
Amendment to Employment agreement, dated October 7, 2019, by and between Heritage Insurance Holdings, Inc. and Kirk H.
Lusk (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020)
Credit Agreement, dated December 14, 2018, among Heritage Insurance Holdings, Inc., certain subsidiaries of Heritage Insurance
Holdings, Inc. from time to time party thereto as guarantors, the lenders from time to time party thereto, Regions Bank, as
Administrative Agent and Collateral Agent, BMO Harris Bank N.A., as Syndication Agent, Hancock Whitney Bank and Canadian
Imperial Bank of Commerce, as Co-Documentation Agents, and Regions Capital Markets and BMO Capital Markets Corp., as Joint
Lead Arrangers and Joint Bookrunners (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K, filed
on March 12, 2019)
First Amendment to Credit Agreement, dated as of May 17, 2019, by and between Heritage Insurance Holdings, Inc. and the Lenders
party, the Guarantors and Regions Bank (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q
filed on May 8, 2020)
Second Amendment to Credit Agreement, dated April 27, 2020, among Heritage Insurance Holdings, Inc., certain subsidiaries of
Heritage Insurance Holdings, Inc. from time to time party as guarantors, the lenders from time to time party, and Regions Bank, as
Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed on April 30, 2020)
Third Amendment to Credit Agreement, dated June 1, 2020, among Heritage Insurance Holdings, Inc., certain subsidiaries of Heritage
Insurance Holdings, Inc. from time to time party as guarantors, the lenders from time to time party, and Regions Bank, as Administrative
Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on
August 4, 2020)
Fourth Amendment of Credit Agreement, data March 24, 2021, among Heritage Insurance Holdings, Inc., certain subsidiaries of
Heritage Insurance Holdings, Inc., from time to time party as guarantors, the lenders from time to time party, and Regions Bank, as
Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.23 to our Form 10-Q filed on, May 7, 2021)
Fifth Amendment to Credit Agreement, dated July 28, 2021, among Heritage Insurance Holdings, Inc., certain subsidiaries of Heritage
Insurance Holdings, Inc. from time to time party as guarantors, the lenders from time to time party and Regions Bank, as Administrative
Agent and Collateral Agent (incorporated by reference to our Form 8-K filed on August 3, 2021).
Employment Agreement, dated February 3, 2014, by and between NBIC Service Company, Inc. and Timothy M. Moura (incorporated
by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020)
First Amendment to Employment Agreement, dated January 1, 2018, by and between NBIC Service Company, Inc. and Timothy M.
Moura (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020)
Restricted Stock Award Agreement, dated November 4, 2015, by and between Heritage Insurance Holdings, Inc. and Ernie Garateix
(incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020)
Restricted Stock Award Agreement, dated February 12, 2018, by and between Heritage Insurance Holdings, Inc. and Kirk Lusk
(incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020)
Restricted Stock Award Agreement, dated November 4, 2015, by and between Heritage Insurance Holdings, Inc. and Rich Widdicombe
(incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020)
Restricted Stock Award Agreement, dated February 12, 2018, by and between Heritage Insurance Holdings, Inc. and Timothy Moura
(incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020)
Employment Agreement dated January 5, 2021 between Heritage Insurance Holdings, Inc. and Ernie Garateix (incorporated by
reference to Exhibit 10.1 to our Form 8-K filed on January 6, 2021)
90
10.21†
10.22†
10.23†
10.24†
10.25†
10.26†
21
23.1
24.1
31.1
31.2
32.1
101.INS*
Employment Agreement dated April 13, 2021 between Heritage Insurance Holdings, Inc., and Kirk Lusk (incorporated by reference to
Exhibit 10.1 to our Form 8-K filed on April 14, 2021)
Employee Agreement dated January 1, 2015 between Heritage Insurance Holdings, Inc. and Sharon Binnun (incorporated by reference
to Exhibit 10.20 to our Form 10-Q filed on May 7, 2021)
Employment Agreement dated April 2, 2018 between Zephyr Insurance Company, Inc., and Tim Johns (incorporated by reference to
Exhibit 10.21 to our Form 10-Q filed on May 7, 2021)
Form of Restricted Stock Award Agreement (Time-Based and Performance-Based Vesting) (incorporated by reference to Exhibit 10.22
to our Form 10-Q filed on May 7, 2021)
Employment Agreement dated September 1, 2021 between Heritage Insurance Holdings, Inc., and Sharon Binnun (incorporated by
reference to Exhibit 10.24 to our Form 10-Q filed on November 8, 2021)
Employment Agreement dated September 1, 2021 between Heritage Insurance Holdings, Inc., and Tim Moura (incorporated by
reference to Exhibit 10.25 to our Form 10-Q filed on November 8, 2021)
Subsidiaries of the Registrant *
Consent of Plante Moran, PLLC *
Power of Attorney (included on signature page)
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 *
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 *
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.SC. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002**
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded
within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101
*
Filed herewith
** Furnished herewith
+ Management contract or compensatory plan or arrangement
Item 16. FORM 10-K SUMMARY
None
91
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: March 14, 2022
HERITAGE INSURANCE HOLDINGS, INC. (Registrant)
By:
By:
/s/ ERNESTO GARATEIX
Chief Executive Officer
(on behalf of the Registrant and as Principal Executive Officer)
/s/ KIRK LUSK
Chief Financial Officer
(on behalf of the Registrant and as Principal Financial Officer)
POWERS OF ATTORNEY
KNOW ALL BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Ernesto Garateix or Kirk Lusk as his
true and lawful attorney-in-fact and agent, he with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act
and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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.
Signature
/s/ RICHARD WIDDICOMBE
Richard Widdicombe
/s/ ERNESTO GARATEIX
Ernesto Garateix
/s/ KIRK LUSK
Kirk Lusk
/s/ PANAGIOTIS APOSTOLOU
Panagiotis Apostolou
/s/ IRINI BARLAS
Irini Barlas
/s/ MARK BERSET
Mark Berset
/s/ STEVEN MARTINDALE
Steven Martindale
/s/ NICHOLAS PAPPAS
Nicholas Pappas
/s/ JOSEPH VATTAMATTAM
Joseph Vattamattam
/s/ VIJAY WALVEKAR
Vijay Walvekar
Chairman
Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer/Treasurer
(Principal Financial Officer)
Director
Director
Director
Director
Director
Director
Director
92
Title
Date
March 14, 2022
March 14, 2022
March 14, 2022
March 14, 2022
March 14, 2022
March 14, 2022
March 14, 2022
March 14, 2022
March 14, 2022
March 14, 2022
SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Condensed Balance Sheet
The following summarizes the major categorizes of Heritage Insurance Holdings, Inc.’s financial statements (in thousands):
ASSETS
Cash and cash equivalents
Investment in and advances to subsidiaries
Other assets
Total Assets
LIABILITIES
Other liabilities
Total Liabilities
STOCKHOLDERS' EQUITY
Common stock
Paid-in-capital
Treasury
Accumulated other comprehensive income
Retained earnings
Total Stockholders' Equity
Total Liabilities and Stockholders' Equity
Condensed Statement of Operations
As of December 31,
2021
2020
(in thousands)
6,404 $
484,096
4,728
495,227 $
152,177 $
152,177 $
3 $
332,797
(123,557 )
(4,573 )
138,381
343,051 $
495,227 $
5,865
574,548
4,944
585,357
143,013
143,013
3
331,867
(115,365 )
6,057
219,782
442,344
585,357
$
$
$
$
$
$
$
Revenue:
Other revenue
Total revenue
Expenses:
General and administrative expense
Amortization of debt issuance cost
Interest expense, net
Other non-operating expense, net
Total expenses
Loss before income taxes and equity in net income of subsidiaries
Benefit from income taxes
Loss before equity in net income of subsidiaries
Equity in net income of subsidiaries
Consolidated net (loss) income
2021
For the Years Ended December 31,
2020
(In thousands, except share and per share amounts)
2019
1,511 $
1,511
10,498
2,500
5,895
—
18,893 $
(17,382 )
(3,526 )
(13,856 )
(60,871 )
(74,727 ) $
5,717 $
5,717
13,021
2,128
7,769
—
22,918 $
(17,201 )
(3,425 )
(13,776 )
23,102
9,326 $
6,180
6,180
11,699
2,190
7,609
48
21,546
(15,366 )
(511 )
(14,855 )
43,491
28,636
$
$
$
See notes to condensed financial statements.
93
SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Condensed Statement of Cash Flows
Cash flows from operating activities:
Net loss
Adjustments to reconcile net loss to net cash provided by (used in) operating
activities:
For the Years Ended December 31,
2021
2020
(in thousands)
2019
$
(13,856 ) $
(13,776 ) $
(14,855 )
Stock-based compensation
Net realized gains
Amortization of debt issuance cost
Impairment on other investments
Deferred income taxes
Changes in operating assets and liabilities
Prepaid
Income taxes payable
Accrued interest on debt
Other assets
Dividends payable
Other liabilities
Net cash used in operating activities
Investing Activities:
Dividends received from subsidiaries
Collection of principle note receivable
Investments and advances to subsidiaries
Net cash provided by investing activities
Financing Activities:
Mortgage loan payments
Repurchase of convertible notes
Repayment of long-term debt
Shares tendered for income tax withholdings
Purchase of treasury stock
Dividends paid
Net cash used in financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of year
1,161
—
1,657
1,157
(69 )
1,160
10,764
306
(2,100 )
(36 )
(416 )
(271 ) $
41,138
—
(22,189 )
18,949
(613 )
—
(2,430 )
(231 )
(8,192 )
(6,673 )
(18,139 )
539
5,865
6,404 $
4,683
—
—
—
(343 )
317
(8,585 )
400
(2,448 )
(80 )
460
(19,372 ) $
47,256
—
(5,872 )
41,385
(290 )
—
(9,375 )
(2,384 )
(9,997 )
(6,772 )
(28,818 )
(6,806 )
12,671
5,865 $
5,379
49
—
—
334
(659 )
351
444
2,182
—
(4,094 )
(10,869 )
70,590
358
(15,865 )
55,083
(277 )
(2,869 )
(15,625 )
(3,521 )
(16,183 )
(6,959 )
(45,434 )
(1,221 )
13,892
12,671
$
$
See notes to condensed financial statements.
94
SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Notes to Condensed Financial Statements
(1)Organization and Basis of Presentation
Heritage Insurance Holdings, Inc., (“we”, “our”, “us” and “Heritage Insurance”), established in 2012 and incorporated in the state of Delaware in
2014, is a property and casualty insurance holding company that provides personal and commercial residential property insurance. We are headquartered in
Clearwater, Florida and, through our insurance company subsidiaries, Heritage Property & Casualty Insurance Company (“Heritage P&C”), Narragansett
Bay Insurance Company (“NBIC”) and Zephyr Insurance Company (“Zephyr”), we write personal residential property insurance for single-family
homeowners and condominium owners, and rental property insurance in the states of Alabama, California, Connecticut, Delaware, Florida, Georgia,
Hawaii, Maryland, Massachusetts, Mississippi, New Jersey, New York, North Carolina, Rhode Island, South Carolina, and Virginia. We also provide
commercial residential insurance for properties in Florida, New Jersey, and New York and are also licensed in the state of Pennsylvania. In order to limit
our potential exposure to catastrophic events, we purchase significant reinsurance from third party reinsurers and may sponsor catastrophe bonds issued by
Citrus Re.
The accompanying condensed financial statements included the activity of Heritage Insurance and the equity basis of its consolidated subsidiaries.
Accordingly, these condensed financial statements have been presented for the parent company only. These condensed financial statements should be read
in conjunction with the consolidated financial statements and related notes of Heritage Insurance and subsidiaries set forth in Part II, Item 8 Financial
Statements and Supplemental Data of this Annual Report.
In applying the equity method to our consolidated subsidiaries, we record the investment at cost and subsequently adjust for additional capital
contributions, distributions and proportionate share of earnings or losses.
95
SCHEDULE V – VALUATION ALLOWANCES AND QUALIFYING ACCOUNTS
The following table summarizes activity in the Company’s allowance for doubtful accounts for the year ended December 31, 2021 and 2020.
Description
Year ended December 31, 2021
Allowance for doubtful accounts
Year ended December 31, 2020
Allowance for doubtful accounts
Beginning
balance
Charges in
earnings
Charges to
other
accounts
(in thousands)
Deductions
Ending
balance
$
$
451
290
—
161
—
—
—
—
$
$
451
451
96
SCHEDULE VI – SUPPLEMENTAL INFORMATION CONCERNING CONSOLIDATED PROPERTY AND CASUALTY INSURANCE
OPERATIONS
The following table provides certain information related to the Company’s property and casualty operations as of, and for the periods presented (in
thousands):
Year
2021
2020
2019
Year
2021
2020
2019
As of
December 31,
Reserves for
Unpaid Losses
and LAE
590,166
659,341
613,533
As of
December 31,
Deferred
Policy
Acquisition
Costs
("DPAC")
93,881
89,265
77,211
$
$
$
$
$
$
$
$
$
$
$
$
Incurred
Losses and
LAE Current
Year
430,907
392,976
276,985
Amortization
of DPAC, Net
188,490
159,220
144,939
97
$
$
$
$
$
$
For the Year Ended December 31,
Incurred
Losses and
LAE Prior
Years
(in thousands)
Paid losses
and LAE
Net
Investment
Income
(3,537 )
(19,589 )
(3,696 )
$
$
$
400,614
331,637
235,238
For the Year Ended December 31,
Net Premiums
Written
(in thousands)
Net Premiums
Earned
611,732
606,264
501,373
$
$
$
611,071
544,722
478,713
$
$
$
$
$
$
5,652
12,302
14,432
Unearned
Premiums
590,419
569,618
486,220
Report of Independent Registered Public Accounting Firm
on Supplemental Information
To the Board of Directors and Stockholders
Heritage Insurance Holdings, Inc.
We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
financial statements of Heritage Insurance Holdings, Inc. (the “Company”) as of and for the year ended December 31, 2021, and issued our report thereon
dated March 14, 2022, which expressed an unqualified opinion on those consolidated financial statements and is included at Item 8 in this Form 10-K. The
supplemental information contained in the consolidated financial statement schedules of the Company in the accompanying index at Item 15 in this Form
10-K has been subjected to audit procedures performed in conjunction with the audit of the Company's consolidated financial statements. The supplemental
information is the responsibility of the Company's management. Our audit procedures included determining whether the supplemental information
reconciles to the consolidated financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the
completeness and accuracy of the information presented in the supplemental information. In our opinion, the supplemental information is fairly stated, in
all material respects, in relation to the consolidated financial statements as a whole.
East Lansing, Michigan
March 14, 2022
98
HERITAGE INSURANCE HOLDINGS, INC.
Subsidiaries
Exhibit 21
As of December 31, 2021, the Company had the following active subsidiaries:
Wholly-owned subsidiaries of Heritage Insurance Holdings, Inc.
State of Incorporation
Heritage Property & Casualty Insurance Company, Inc
Heritage MGA, LLC
Contractors' Alliance Network
Skye Lane Properties, LLC
Osprey Re Ltd
Zephyr Acquisition Company
NBIC Holdings, Inc.
Wholly-owned subsidiaries of NBIC Holdings, Inc.
Narragansett Bay Insurance Company
NBIC Financial Holdings, Inc
NBIC Service Company, Inc
Pawtucket Insurance Company
Wholly-owned subsidiaries of Zephyr Acquisition Company
HI Holdings, Inc
Zephyr Insurance Company, Inc.
Florida
Florida
Florida
Florida
Bermuda
Delaware
Delaware
Rhode Island
Rhode Island
Rhode Island
Rhode Island
Hawaii
Hawaii
We consent to the incorporation by reference in Registration Statements of Heritage Insurance Holdings, Inc. on Form S-3 (333-2540941) and Form S-8
(333-197906) of our report dated March 14, 2022 with respect to the consolidated financial statements, which appear in Heritage Insurance Holdings, Inc.’s
Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the U.S. Securities and Exchange Commission.
Consent of Independent Registered Public Accounting Firm
EXHIBIT 23.1
East Lansing, Michigan
March 14, 2022
Exhibit 31.1
I, Ernesto Garateix, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Heritage Insurance Holdings, Inc.;
CERTIFICATION
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 represent 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.
Date: March 14, 2022
/s/ ERNESTO GARATEIX
Ernesto Garateix
Chief Executive Officer (Principal
Executive Officer)
Exhibit 31.2
I, Kirk Lusk, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Heritage Insurance Holdings, Inc.;
CERTIFICATION
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 represent 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.
Date: March 14, 2022
/s/ KIRK LUSK
Kirk Lusk
Chief Financial Officer (Principal
Financial Officer)
CERTIFICATIONS PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES–OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of Heritage Insurance Holdings, Inc. (the “Company”) on Form 10-K for the period ending December 31,
2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Ernesto Garateix, Chief Executive Officer of the
Company and Kirk Lusk, Chief Financial officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to our knowledge, that:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
By: /s/ ERNESTO GARATEIX
Ernesto Garateix
Chief Executive Officer (Principal Executive Officer)
By: /s/ KIRK LUSK
Kirk Lusk
Co-Chief Financial Officer (Principal Financial Officer)
Date: March 14, 2022