United Insurance Holdings Corp. Annual Report 2018

United Insurance Holdings Corp. Annual Report 2018 Form 10-K (NASDAQ:UIHC) Published: March 28th, 2018 PDF generated by stocklight.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________________ FORM 10-K ___________________________________ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 Commission File Number 001-35761 United Insurance Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 75-3241967 (State of Other Jurisdiction of Incorporation of Organization) (IRS Employer Identification Number) 800 2nd Avenue S St. Petersburg, Florida 33701 (Address of Principal Executive Officer, including Zip Code) 727-895-7737 (Telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: COMMON STOCK, $0.0001 PAR VALUE PER SHARE Nasdaq Stock Market LLC Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No R Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ No R 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 R No £ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes R No £ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer £ Accelerated filer þ Non-accelerated filer £ Smaller reporting company £ Emerging growth company £ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No R 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. £ The aggregate market value of shares of the registrant’s common stock held by non–affiliates of the registrant was approximately $373,372,597 as of June 30, 2017, calculated using the closing sales price reported for such date on the NASDAQ Stock Market. For purposes of this disclosure, shares of common stock held by persons who hold more than 10% of the outstanding shares of common stock and shares held by executive officers and directors of the registrant have been excluded because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of March 28, 2018, 42,745,937 shares of the registrant’s common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Form 10-K incorporates by reference certain information from the Proxy Statement for the2 018 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2017. UNITED INSURANCE HOLDINGS CORP. Forward-Looking Statements 3 Part I. Item 1. Business 4 Item 1A. Risk Factors 14 Item 1B. Unresolved Staff Comments 22 Item 2. Properties 23 Item 3. Legal Proceedings 23 Item 4. Mine Safety Disclosures 23 Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24 Item 6. Selected Financial Data 28 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 30 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 46 Item 8. Financial Statements and Supplementary Data Auditor’s Report 49 Consolidated Balance Sheets 50 Consolidated Statements of Comprehensive Income 51 Consolidated Statements of Stockholders’ Equity 52 Consolidated Statements of Cash Flows 53 Notes to Consolidated Financial Statements 54 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 96 Item 9A. Controls and Procedures 96 Item 9B. Other Information 98 Part III. Item 10. Directors, Executive Officers and Corporate Governance 101 Item 11. Executive Compensation 101 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 101 Item 13. Certain Relationships and Related Transactions, and Director Independence 101 Item 14. Principal Accountant Fees and Services 101 Part IV. Item 15. Exhibits and Financial Statement Schedules 102 Exhibit Index 103 Item 16. Form 10-K Summary 112 Signatures 113 Throughout this Annual Report on Form 10-K (Form 10-K), we present amounts in all tables in thousands, except for share amounts, per share amounts, policy and claim counts or where more specific language or context indicates a different presentation. In the narrative sections of this Form 10-K, we show full values rounded to the nearest thousand. UNITED INSURANCE HOLDINGS CORP. FORWARD-LOOKING STATEMENTS Statements in this Form 10-K or in documents incorporated by reference contain or may contain “forward-looking statements” within the meaning of the Private Securities Reform Litigation Act of 1995. These forward-looking statements include statements about anticipated growth in revenues, gross written premium growth expectations, earnings per share, estimated unpaid losses on insurance policies, investment returns, diversification and expectations about our liquidity, and our ability to meet our investment objectives and to manage and mitigate market risk with respect to our investments. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “endeavor,” “project,” “believe,” “plan,” “anticipate,” “intend,” “could,” “would,” “estimate,” or “continue” or the negative variations thereof or comparable terminology are intended to identify forward-looking statements. 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. 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: • our exposure to catastrophic events and severe weather conditions; • the regulatory, economic and weather conditions present in Florida, that state in which we are most concentrated; • the effectiveness of our diversification strategy; • our ability to cultivate and maintain agent relationships, particularly our relationship with AmRisc, LLC; • the possibility that actual claims incurred may exceed our loss reserves for claims; • assessments charged by various governmental agencies; • our ability to implement and maintain adequate internal controls over financial reporting; • our ability to maintain adequate technology, data security, and outsourcing relationships; • our reliance on key vendor relationships, and the ability of our vendors to protect the personal information of our customers; • our ability to attract and retain the services of senior management; • risks and uncertainties relating to our acquisitions including our ability to successfully integrate the acquired companies; • our ability to increase or maintain our market share; • changes in the regulatory environment present in the states in which we operate; • the impact of new federal or state regulations that affect the property and casualty insurance market; • the cost, viability and availability of reinsurance; • our ability to collect from our reinsurers on our reinsurance claims; • dependence on investment income and the composition of our investment portfolio and related market risks; • the possibility of the pricing and terms for our products to decline due to the historically cyclical nature of the property and casualty insurance and reinsurance industry; • the outcome of litigation pending against us, including the terms of any settlements; • downgrades in our financial strength ratings; • the impact of future sales of substantial amounts of our common stock by us to our existing stockholders on our stock price; • our ability to pay dividends in the future; • the ability of R. Daniel Peed and his affiliates allows him to exert significant control over us due to substantial ownership of our common stock, subject to certain restrictive

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