UNITED INSURANCE HOLDINGS CORP.TM 2014 Annual Report
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UNITED INSURANCE HOLDINGS CORP.TM 2014 Annual Report Dear Fellow Shareholders: In 2014, UPC Insurance continued to move forward on our journey to achieve our vision of becoming the premier provider of property insurance in catastrophe-exposed areas. During the year, we undertook several major initiatives designed to enhance our ability to create an insurance franchise that can endure and prosper for }iiÀ>ÌÃÌVi°ƂvÌ iÃiÌ>ÌÛiÃÀiµÕÀiÃ}wV>ÌÛiÃÌiÌÃvÌi]iÞ]>`«i«i]>`Ãi of them will not bear fruit until future years. Those investments, however, did not prevent us from producing stellar ÀiÌÕÀÃvÀÕÀÛiÃÌÀÃ>`w>V>ÀiÃÕÌÃvÜ V ÜiV>>LiÛiÀÞ«ÀÕ`° Ƃ`«ÀÕ`Üi>Ài]LÕÌÌÃ>ÌÃwi`°"ÕÀÕÀiÞÓä£{Üi}>i`ViÃiÃÃiÛiiÜÃÌ>ÌiÃp LÀ}}ÕÀÌÌ>Ì£ÈLÞ iViLiÀΣ]Óä£{]>`£n>ÃvÌ ÃÜÀÌ}Æ`ÛiÀÃwi`ÕÀ«VÞVÕÌvÀÓä¯ ÕÌÃ`ivÀ`>>Ì>Õ>ÀÞ£ÌÛiÀÎä¯LÞÌ ii`vÌ iÞi>ÀÆ}ÀiÜÀiÛiÕiÃLÞÛiÀÎä¯Æ>`«À`ÕVi`ÕÀ ÃiV`VÃiVÕÌÛiÞi>ÀvÓ䳯ÀiÌÕÀiµÕÌÞ°/ Ãi>Ài}Ài>ÌiÌÀVÃ>`ÕÀÌi>ÜÀi` >À`Ì>V iÛi them, but we know that we have had following winds and fair seas during this phase of the trip. We don’t apologize for that, but neither are we building a company dependent on benign weather and cheap reinsurance. That’s the good news for our stakeholders – the initiatives I mentioned above are positioning us for success in a wide range of market conditions and meteorological outcomes. Here’s a glimpse into a few of them. • THE PEOPLE AND THE PROMISE Everything at our company starts with our people and our promise. UPC Insurance is purposefully building a culture based on teamwork, trust, integrity, fun, and commitment to excellence in everything we do. We believe in the power of leadership, and in the value of every associate at our company. In 2014, we continued to build our team, including two key hires at the iÝiVÕÌÛiiÛiq->>ÃÌ iV«>Þ½ÃwÀÃÌiiÀ> ÕÃi]>`Õ`Þ «iV >>ÃÕÀiÜ iv1`iÀÜÀÌ}"vwViÀ°7i>à Ài`ÕÀwÀÃÌ ÕÃi>VÌÕ>ÀÞÌi>LiÕÃ̺ܻÀivÕÀ analytics and expand our core risk management competency. All of our hires are designed to help us Keep the PromiseSM to our independent agent partners and their customers, our policyholders. We take this promise seriously. • THE PRODUCTSÓä£{ÜiVi>Ãi`Ì i«À>VÌVivw}ºiÌ»«À`ÕVÌÃ>`À>ÌiÃÜ iÜiiÌiÀ iÜÃÌ>Ìið-ÕV w}ÃVÌ ÃiviÝÃÌ}V«>iÃ]Ü V Ã>v>ÀÞÃ>vi>`µÕVÜ>ÞÌ}iÌÕ« and running in new markets. But, this practice also creates vulnerabilities and fails to establish brand and product differentiation. Enter UPC 1.0, our new proprietary product that uses our core underwriting «ÀV«iÃq`wi`ÌiiÌÌ iÕµÕiÀiµÕÀiiÌÃvi>V >ÀiÌq>`ë ÃÌV>Ìi`Ü`ÃÌÀÀà «ÀV}ÌVÀi>Ìi>V«iÌÌÛi]`vviÀiÌ>Ìi`«À`ÕVÌÌ >ÌÜiLiiÛiÜ i«ÕÃLÕ`«ÀwÌ>Li>` sticky books of business in each state in which we operate. We rolled out UPC 1.0 to South Carolina in 2014, and we will be introducing it in our other states in 2015 and 2016. The diversion of resources to this product redesign meant that we only wrote business in one new state in 2014, but with licenses in 10 ÃÌ>ÌiÃÜ V Üi>ÀiVÕÀÀiÌÞÌÜÀÌ}LÕÃiÃÃ]ÜiÜ >Ûi>Vi>ÀÞ`iwi`«>Ì Ì}ÀÜÕÀiÜ state writings quickly in 2015 and beyond. • THE SYSTEMS >ÃivÕÃiÃivÌ iwÛivÕ`>ÌÃv1* ÃÕÀ>Vi°Óä£{]ÜiÕ`iÀÌÌÜ major systems upgrades designed to make it easier for our agents and policyholders to do business with us. As part of these claims and policy processing systems upgrades, we began the process of insourcing several functions we had historically previously outsourced. These investments will help us control the customer experience more completely and give us a competitive advantage over other regional carriers with legacy systems and outsourced business models. These initiatives support our ability to continue to grow through four complementary channels: (i) our independent agent distribution network; (ii) partnerships with other carriers; (iii) selective takeouts from residual >ÀiÌiÌÌiÃÆ>`Û®iÀ}iÀÃ>`>VµÕÃÌðÛiÌ iÌ>ÌÛiýÛi`iÃVÀLi`>`Ì iÕÌ«i}ÀÜÌ pathways we see, I am convinced that, as good as the last two years have been, our best days as a company are ahead of us. To lead is to serve. I truly believe that, and it is my pleasure and honor to serve the shareholders and associates of UPC Insurance, whose money and livelihoods are at stake in our enterprise. Together, let’s keep moving forward! Sincerely, John L. Forney, CFA *ÀiÃ`iÌE iv ÝiVÕÌÛi"vwViÀ United Insurance Holdings Corp. 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, 2014 Commission File Number 001-35761 United Insurance Holdings Corp. Delaware 75-3241967 (State of Incorporation) (IRS Employer Identification Number) 360 Central Avenue, Suite 900 St. Petersburg, Florida 33701 727-895-7737 Securities registered pursuant to Section 12(b) of the Act: COMMON STOCK, $0.0001 PAR VALUE PER SHARE NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: PREFERRED SHARE PURCHASE RIGHTS Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ‘ No Í 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 Í 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 Í 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 Í 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 or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ‘ Accelerated filer Í Non-accelerated filer ‘ Smaller reporting company ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No Í Non-affiliates held common stock issued by the registrant with an aggregate market value of $286,999,712 as of June 30, 2014, 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 executive officer or affiliate status is not necessarily a conclusive determination for other purposes. As of February 25, 2015, 21,473,534 shares of common stock, par value $0.0001 per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Form 10-K incorporates by reference certain information from the Proxy Statement for the 2015 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, 2014. Forward-Looking Statements .......................................................... 3 Part I. Item 1. Business ................................................................ 4 Item 1A. Risk Factors ............................................................. 17 Item 1B. Unresolved Staff Comments ................................................ 25 Item 2. Properties ............................................................... 26 Item 3. Legal Proceedings ........................................................ 26 Item 4. Mine Safety Disclosures ................................................... 26 Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .............................................. 27 Item 6. Selected Financial Data .................................................... 31 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations .............................................................. 33 Item 7A. Quantitative and Qualitative Disclosures about Market Risk ....................... 50 Item 8. Financial Statements and Supplementary Data .................................. 52 Auditor’s Report .............................................................. 52 Consolidated Balance Sheets .................................................... 53 Consolidated Statements of Comprehensive Income .................................. 54 Consolidated Statements of Stockholders’ Equity .................................... 55 Consolidated Statements of Cash Flows ............................................ 56 Notes to Consolidated Financial Statements ......................................... 57 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .............................................................