UNIVERSAL INSURANCE HOLDINGS, INC.
For the period ended Sep 30, 2025. Filed Oct 30, 2025.
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Sep 30, 2025 · Filed Oct 30, 2025
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Notes to Condensed Consolidated Financial Statements (unaudited)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 -NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Nature of Operations
Universal Insurance Holdings, Inc. (“UVE,” and together with its wholly-owned subsidiaries, “the Company”) is a Delaware corporation incorporated in 1990. The Company is a vertically integrated insurance holding company performing all aspects of insurance underwriting, distribution, and claims. Through its wholly-owned insurance company subsidiaries, Universal Property & Casualty Insurance Company (“UPCIC”) and American Platinum Property and Casualty Insurance Company (“APPCIC,” and together with UPCIC, the “Insurance Entities”), the Company is principally engaged in the property and casualty insurance business offered primarily through its network of independent agents. Risk from catastrophic losses is managed through the use of reinsurance agreements. The Company’s primary product is residential homeowners’ insurance offered in 19 states as of September 30, 2025, including Florida, which comprises the majority of the Company’s policies in force. See“—Note 5 (Insurance Operations)” for more information regarding the Company’s insurance operations.
The Company generates revenues primarily from the collection of premiums and investment returns on funds invested on cash flows in excess of those retained and used for claims-paying obligations and insurance operations. Other significant sources of revenue include brokerage commissions collected from reinsurers on certain reinsurance programs placed on behalf of the Insurance Entities, policy fees collected from policyholders by the Company’s wholly-owned managing general agent (“MGA”) subsidiary and payment plan fees charged to policyholders who choose to pay their premiums in installments. The Company’s wholly-owned adjusting company receives claims-handling fees from the Insurance Entities. The Insurance Entities receive reimbursement whenever claims-handling fees are subject to recovery under the Insurance Entities’ respective reinsurance programs. These fees, after expenses, are recorded in the Condensed Consolidated Financial Statements as an adjustment to losses and loss adjustment expense (“LAE”).
The condensed consolidated financial statements have been prepared in conformity with: (i) United States (“U.S.”) generally accepted accounting principles (“GAAP”); and (ii) the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
Basis of Presentation and Consolidation
The Company has prepared the accompanying unaudited Condensed Consolidated Financial Statements (“Financial Statements”) in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, the Financial Statements do not include all of the information and footnotes required by United States Generally Accepted Accounting Principles (“GAAP”) for annual financial statements. Therefore, the Financial Statements should be read in conjunction with the audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025. The Condensed Consolidated Balance Sheet at December 31, 2024 was derived from audited financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included in the Financial Statements. The results for interim periods do not necessarily indicate the results that may be expected for any interim period or for the full year.
To conform to the current period presentation, certain amounts in the prior period condensed consolidated financial statements and notes have been reclassified. Such reclassifications were of an immaterial amount and had no effect on net income or stockholders’ equity.
The Financial Statements include the accounts of UVE and its wholly-owned subsidiaries, as well as variable interest entities (“VIE”) in which the Company is determined to be the primary beneficiary. All material intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company’s primary use of estimates is in the recognition of liabilities for unpaid losses, loss adjustment expenses, subrogation recoveries, reinsurance recoveries, and valuation of level 3 investments. Actual results could differ from those estimates.
NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES
The Company reported Significant Accounting Policies in its Annual Report on Form 10-K for the year ended December 31, 2024.
NOTE 3 -INVESTMENTS
Available-for-Sale Securities
The following table provides the amortized cost and fair value of available-for-sale debt securities as of the dates presented (in thousands):
| September 30, 2025 | |||||
|---|---|---|---|---|---|
| AmortizedCost | Allowance for Expected Credit Losses | GrossUnrealizedGains | GrossUnrealizedLosses | Fair Value | |
| Debt Securities: | |||||
| U.S. government obligations and agencies | $23,552 | $— | $210 | $(259) | $23,503 |
| Corporate bonds | 979,338 | (653) | 7,657 | (28,498) | 957,844 |
| Mortgage-backed and asset-backed securities | 429,470 | (1) | 3,291 | (21,761) | 410,999 |
| Municipal bonds | 14,356 | (1) | 11 | (994) | 13,372 |
| Redeemable preferred stock | 8,106 | (67) | 42 | (178) | 7,903 |
| Total | $1,454,822 | $(722) | $11,211 | $(51,690) | $1,413,621 |
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| AmortizedCost | Allowance for Expected Credit Losses | GrossUnrealizedGains | GrossUnrealizedLosses | Fair Value | |
| Debt Securities: | |||||
| U.S. government obligations and agencies | $20,284 | $— | $35 | $(572) | $19,747 |
| Corporate bonds | 920,337 | (894) | 1,580 | (52,075) | 868,948 |
| Mortgage-backed and asset-backed securities | 387,538 | — | 1,041 | (31,549) | 357,030 |
| Municipal bonds | 15,893 | (3) | — | (1,536) | 14,354 |
| Redeemable preferred stock | 9,480 | (121) | 23 | (382) | 9,000 |
| Total | $1,353,532 | $(1,018) | $2,679 | $(86,114) | $1,269,079 |
The following table provides the credit quality of available-for-sale debt securities with contractual maturities as of the dates presented (dollars in thousands):
| September 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Average Credit Ratings | Fair Value | % of Total Fair Value | Fair Value | % of Total Fair Value |
| AAA | $423,818 | 30.0% | $378,732 | 29.9% |
| AA | 224,221 | 15.9% | 146,456 | 11.5% |
| A | 435,769 | 30.8% | 425,503 | 33.5% |
| BBB | 324,436 | 22.9% | 313,265 | 24.7% |
| No Rating Available | 5,377 | 0.4% | 5,123 | 0.4% |
| Total | $1,413,621 | 100.0% | $1,269,079 | 100.0% |
The table above includes credit quality ratings by Standard and Poor’s Rating Services, Inc. (“S&P”), Moody’s Investors Service, Inc. and Fitch Ratings, Inc. The Company has presented the highest rating of the three rating agencies for each investment position.
The following table summarizes the amortized cost and fair value of mortgage-backed and asset-backed securities as of the dates presented (in thousands):
| September 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| AmortizedCost | Fair Value | AmortizedCost | Fair Value | |
| Mortgage-backed securities: | ||||
| Agency | $223,513 | $208,684 | $194,400 | $171,531 |
| Non-agency | 65,608 | 61,486 | 58,722 | 51,940 |
| Asset-backed securities: | ||||
| Auto loan receivables | 66,201 | 66,792 | 60,087 | 60,326 |
| Credit card receivables | 7,525 | 7,606 | 9,702 | 9,769 |
| Other receivables | 66,623 | 66,431 | 64,627 | 63,464 |
| Total | $429,470 | $410,999 | $387,538 | $357,030 |
The following tables summarize available-for-sale debt securities, aggregated by major security type and the length of time that individual securities have been in a continuous unrealized loss position, for which no allowance for expected credit losses has been recorded as of the dates presented (in thousands):
| September 30, 2025 | ||||
|---|---|---|---|---|
| Less Than 12 Months | 12 Months or Longer | |||
| Fair Value | UnrealizedLosses | Fair Value | UnrealizedLosses | |
| Debt Securities: | ||||
| U.S. government obligations and agencies | $6,371 | $(2) | $1,717 | $(257) |
| Corporate bonds | 32,282 | (370) | 238,045 | (15,228) |
| Mortgage-backed and asset-backed securities | 32,142 | (272) | 159,765 | (21,466) |
| Municipal bonds | 1,997 | (34) | 7,561 | (721) |
| Redeemable preferred stock | — | — | 840 | (69) |
| Total | $72,792 | $(678) | $407,928 | $(37,741) |
| December 31, 2024 | ||||
|---|---|---|---|---|
| Less Than 12 Months | 12 Months or Longer | |||
| Fair Value | UnrealizedLosses | Fair Value | UnrealizedLosses | |
| Debt Securities: | ||||
| U.S. government obligations and agencies | $12,962 | $(193) | $2,727 | $(379) |
| Corporate bonds | 44,049 | (1,780) | 283,877 | (25,336) |
| Mortgage-backed and asset-backed securities | 64,516 | (1,567) | 179,865 | (29,935) |
| Municipal bonds | 1,244 | (53) | 9,624 | (1,099) |
| Redeemable preferred stock | — | — | 825 | (84) |
| Total | $122,771 | $(3,593) | $476,918 | $(56,833) |
Unrealized losses on available-for-sale debt securities in the above table as of September 30, 2025 have not been recognized into income as credit losses because the issuers are of high credit quality (investment grade securities), management does not intend to sell nor does it believe it is more likely than not it will be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions. There were no material factors impacting any one category or specific security requiring an accrual for credit loss. The issuers continue to make principal and interest payments on the bonds. The fair value is expected to recover as the bonds approach maturity.
The table of expected credit losses below presents the beginning and ending balances, along with the provision for or reversal of credit loss expenses, categorized by security type. This information pertains to available-for-sale debt securities that are in an unrealized loss position, necessitating a credit allowance (in thousands):
| Corporate Bonds | Mortgage-Backed and Asset-Backed Securities | Municipal Bonds | Redeemable Preferred Stock | Total | |
|---|---|---|---|---|---|
| Balance, December 31, 2023 | $469 | $— | $4 | $93 | $566 |
| Provision for (or reversal of) credit loss expense | 425 | — | (1) | 28 | 452 |
| Balance, December 31, 2024 | 894 | — | 3 | 121 | 1,018 |
| Provision for (or reversal of) credit loss expense | (241) | 1 | (2) | (54) | (296) |
| Balance, September 30, 2025 | $653 | $1 | $1 | $67 | $722 |
Refer to“Part II—Item 8—Note 2 (Summary of Significant Accounting Policies)”in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for details of accounting policies and reporting in the condensed consolidated financial statements associated with available-for-sale debt securities and allowance for credit losses.
The following table presents the amortized cost and fair value of investments with maturities as of the date presented (in thousands):
| September 30, 2025 | ||
|---|---|---|
| Amortized Cost | Fair Value | |
| Due in one year or less | $164,303 | $163,207 |
| Due after one year through five years | 776,417 | 759,663 |
| Due after five years through ten years | 478,398 | 458,589 |
| Due after ten years | 32,457 | 28,983 |
| Perpetual maturity securities | 3,247 | 3,179 |
| Total | $1,454,822 | $1,413,621 |
All securities, except those with perpetual maturities, were categorized in the table above utilizing years to effective maturity. Effective maturity takes into consideration all forms of potential prepayment, such as call features or prepayment schedules, that shorten the lifespan of contractual maturity dates.
The following table provides certain information related to available-for-sale debt securities, equity securities, and other investments during the periods presented (in thousands):
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Proceeds from sales and maturities (fair value): | ||||
| Available-for-sale debt securities | $103,067 | $73,568 | $218,321 | $138,833 |
| Equity securities | $9,066 | $1,624 | $12,512 | $12,576 |
| Other investments | $— | $— | $11,463 | $— |
| Gross realized gains on sale of securities: | ||||
| Available-for-sale debt securities | $263 | $118 | $320 | $703 |
| Equity securities | $193 | $334 | $1,177 | $1,128 |
| Other investments | $— | $— | $6,669 | $— |
| Gross realized losses on sale of securities: | ||||
| Available-for-sale debt securities | $(800) | $(918) | $(1,180) | $(1,499) |
| Equity securities | $— | $(680) | $(2,065) | $(1,866) |
The following table presents the components of net investment income, comprised primarily of interest and dividends, for the periods presented (in thousands):
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Available-for-sale debt securities | $12,492 | $9,430 | $34,826 | $25,034 |
| Equity securities | 969 | 864 | 2,698 | 2,600 |
| Cash and cash equivalents (1) | 5,471 | 5,689 | 15,924 | 17,397 |
| Other (2) | 161 | 86 | 485 | 413 |
| Total investment income | 19,093 | 16,069 | 53,933 | 45,444 |
| Less: Investment expenses (3) | (756) | (663) | (2,278) | (1,855) |
| Net investment income | $18,337 | $15,406 | $51,655 | $43,589 |
| (1) | Includes interest earned on restricted cash and cash equivalents. |
| (2) | Includes investment income earned on real estate investments. |
| (3) | Includes custodial fees, investment accounting and advisory fees, and expenses associated with real estate investments. |
Equity Securities
The following table provides the unrealized gains and (losses) recognized for the periods presented on equity securities still held at the end of the reported period (in thousands):
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Unrealized gains (losses) recognized during the reported period on equity securities still held at the end of the reported period | $1,409 | $5,078 | $1,589 | $8,963 |
Investment in Real Estate
Investment in real estate consisted of the following as of the dates presented (in thousands):
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Income Producing: | ||
| Investment in real estate | $7,337 | $10,102 |
| Less: Accumulated depreciation | (1,912) | (1,780) |
| Investment in real estate, net | $5,425 | $8,322 |
The following table provides the depreciation expense related to investment in real estate for the periods presented (in thousands):
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Depreciation expense on investment in real estate | $50 | $49 | $200 | $142 |
Other Investments
The Company has ownership interests in limited partnerships that are not registered or readily tradable on a securities exchange. These partnerships are with private equity funds managed by general partners who make decisions with regard to financial policies and operations. As such, the Company is not the primary beneficiary and does not consolidate these partnerships.
The fair value of the Company's investments in certain private equity funds is also determined using Net Asset Value. The timing of the delivery of the funds’ financial statements and financial information is on athree-month lag which results in athree-month delay in the recognition of our share of the change in Net Asset Value. Effective in 2024, as this is the best information available, it will be used for the estimate of the net asset value as well as the fair value, unless conditions have changed significantly in the economy or securities markets. In such a case, we will adjust our estimate with assistance from the general partner.
The fair value of the other investments reported at net asset value consisted of the following as of the date presented (in thousands):
| Fair Value | Unfunded Commitments | Redemption Frequency (if Currently Eligible) | Redemption Notice Period | |
|---|---|---|---|---|
| Investments in private equity limited partnerships - Net Asset Value (a) | $3,903 | $— | N/A | N/A |
| Total | $3,903 | $— | ||
| (a)This class includes private equity funds that invest in cybersecurity companies which are subject to a contractual restriction on the transfer or sale by the Company prior to liquidation or dissolution of the partnership agreement by the general partner. Distributions are received through liquidation of the underlying assets of the fund. The fair value of these assets has been estimated using the net asset value (NAV) per share of investments. It is estimated that these investments will be liquidated over four to nine years. | ||||
| Fair Value | Unfunded Commitments | Redemption Frequency (if Currently Eligible) | Redemption Notice Period | |
|---|---|---|---|---|
| Investments in private equity limited partnerships - Net Asset Value (a) | $3,921 | $— | N/A | N/A |
| Total | $3,921 | $— | ||
| (a)This class includes private equity funds that invest in cybersecurity companies which are subject to a contractual restriction on the transfer or sale by the Company prior to liquidation or dissolution of the partnership agreement by the general partner. Distributions are received through liquidation of the underlying assets of the fund. The fair value of these assets has been estimated using the net asset value (NAV) per share of investments. It is estimated that these investments will be liquidated over four to nine years. | ||||
Other investments consisted of the following as of the dates presented (in thousands):
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Investments in private equity limited partnerships reported at fair value | $— | $12,202 |
| Investments in private equity limited partnerships reported at net asset value | 3,903 | 3,921 |
| Total Investments in private equity partnerships | $3,903 | $16,123 |
The limited partnership investments are subject to a contractual restriction on the transfer or sale by the Company prior to liquidation or dissolution of the partnership agreement by the general partner. This restriction lapses upon the dissolution of the partnership or upon the written consent of the general partner and its Board of Directors.
The following table provides the realized and unrealized gains recognized for the periods presented on investment in private equity limited partnerships still held at the end of the reported period (in thousands):
| Three Months EndedSeptember 30, | Three Months EndedSeptember 30, | |
|---|---|---|
| 2025 | 2024 | |
| Unrealized gains (losses) recognized during the reported period on investments in private equity limited partnerships reported at fair value still held at the end of reported period | $— | $1,814 |
| Unrealized gains (losses) recognized during the reported period on investments in private equity limited partnerships reported at net asset value still held at the end of reported period | (29) | — |
| Total unrealized gains (losses) recognized during the reported period on investments in private equity limited partnerships still held at the end of the reported period | $(29) | $1,814 |
| Nine Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |
|---|---|---|
| 2025 | 2024 | |
| Unrealized gains (losses) recognized during the reported period on investments in private equity limited partnerships reported at fair value still held at the end of reported period | $— | $1,814 |
| Unrealized gains (losses) recognized during the reported period on investments in private equity limited partnerships reported at net asset value still held at the end of reported period | (18) | — |
| Total unrealized gains (losses) recognized during the reported period on investments in private equity limited partnerships still held at the end of the reported period | $(18) | $1,814 |
The unrealized gains (losses) and realized gains (losses) on these investments are recognized in net change in unrealized gains (losses) on equity investments and net realized gains (losses) on investments, respectively, in the Condensed Consolidated Statement of Income. On September 30, 2025 and December 31, 2024, the Company’s net cumulative contributed capital to the partnerships reported at fair value was $0.0 million and $4.8 million, respectively. On September 30, 2025 and December 31, 2024, the Company’s net cumulative contributed capital to the partnerships reported at net asset value was $4.0 million and $4.0 million, respectively.
NOTE 4 -REINSURANCE
The Company seeks to reduce its risk of loss by reinsuring certain levels of risk in various areas of exposure with other insurance enterprises or reinsurers, generally as of the beginning of the hurricane season on June 1 st of each year. The Company’s current reinsurance programs consist principally of catastrophe excess of loss reinsurance, subject to the terms and conditions of the applicable agreements. Notwithstanding the purchase of such reinsurance, the Company is responsible for certain retained loss amounts before reinsurance attaches and for insured losses related to catastrophes and other events that exceed coverage provided by or otherwise are not within the scope of the reinsurance programs. The Company remains responsible for the settlement of insured losses irrespective of whether any of the reinsurers fail to make payments otherwise due.
To reduce credit risk for amounts due from reinsurers, the Insurance Entities seek to do business with financially sound reinsurance companies and regularly evaluate the financial strength of all reinsurers used.
The following table presents ratings from rating agencies and the unsecured amounts due from the reinsurers whose aggregate balance exceeded 3% of the Company’s stockholders’ equity as of the dates presented (in thousands):
| Ratings as of September 30, 2025 · Due from as of | |||||
|---|---|---|---|---|---|
| Reinsurer | AM BestCompany | Standardand Poor’sRatingServices, Inc. | Moody’sInvestors Service, Inc. | September 30, 2025 | December 31, 2024 |
| Various Lloyd’s of London Syndicates (1) | A+ | AA- | n/a | $81,469 | $282,826 |
| Markel Bermuda Ltd. | A | A | A | 60,919 | 94,173 |
| Florida Hurricane Catastrophe Fund “FHCF” (2) | n/a | n/a | n/a | 36,953 | 81,375 |
| Renaissance Reinsurance Ltd. | A+ | A+ | A | 29,474 | 35,808 |
| Everest Reinsurance Co | A+ | A+ | A | 24,837 | 47,807 |
| DaVinci Reinsurance Ltd. | A | A+ | A | 23,418 | 73,645 |
| Total (3) | $257,070 | $615,634 | |||
(1)Moody’s does not provide a rating for Lloyd’s; the reinsurer is fully collateralized with a trust agreement.
(2)No rating is available, because the fund is not rated.
(3)Amounts represent prepaid reinsurance premiums and net recoverables for paid and unpaid losses, including incurred but not reported reserves, and loss adjustment expenses.
The Company’s reinsurance arrangements had the following effect on certain items in the Condensed Consolidated Statements of Income for the periods presented (in thousands):
| Three Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| PremiumsWritten | PremiumsEarned | Losses and LossAdjustmentExpenses | PremiumsWritten | PremiumsEarned | Losses and LossAdjustmentExpenses | |
| Direct | $592,774 | $534,106 | $256,165 | $574,351 | $507,745 | $342,218 |
| Ceded | (424) | (174,430) | (3,886) | (5,223) | (162,009) | (25,263) |
| Net | $592,350 | $359,676 | $252,279 | $569,128 | $345,736 | $316,955 |
| Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| PremiumsWritten | PremiumsEarned | Losses and LossAdjustmentExpenses | PremiumsWritten | PremiumsEarned | Losses and LossAdjustmentExpenses | |
| Direct | $1,656,572 | $1,570,788 | $766,825 | $1,598,797 | $1,480,466 | $836,149 |
| Ceded | (697,499) | (495,198) | (3,686) | (638,326) | (455,747) | (35,435) |
| Net | $959,073 | $1,075,590 | $763,139 | $960,471 | $1,024,719 | $800,714 |
The following prepaid reinsurance premiums and reinsurance recoverables are reflected in the Condensed Consolidated Balance Sheets as of the dates presented (in thousands):
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Prepaid reinsurance premiums | $465,016 | $262,716 |
| Reinsurance recoverables on paid losses and LAE | $57,609 | $65,681 |
| Reinsurance recoverables on unpaid losses and LAE | 258,355 | 561,936 |
| Reinsurance recoverables | $315,964 | $627,617 |
NOTE 5 -INSURANCE OPERATIONS
Deferred Policy Acquisition Costs
The Company defers certain costs incurred in connection with acquiring or renewing insurance policies, called Deferred Policy Acquisition Costs (“DPAC”). DPAC is reported as an asset and is amortized over the estimated life of the insurance policies.
The following table presents the beginning and ending balances and the changes in DPAC for the periods presented (in thousands):
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| DPAC, beginning of period | $125,221 | $117,144 | $121,178 | $109,985 |
| Capitalized Costs | 70,118 | 66,272 | 194,546 | 183,668 |
| Amortization of DPAC | (62,681) | (58,111) | (183,066) | (168,348) |
| DPAC, end of period | $132,658 | $125,305 | $132,658 | $125,305 |
Regulatory Requirements and Restrictions
The Insurance Entities are subject to regulations and standards of the Florida Office of Insurance Regulation (“FLOIR”). The Insurance Entities are also subject to regulations and standards of regulatory authorities in other states where they are licensed, although as Florida-domiciled insurers, their principal regulatory authority is the FLOIR. These standards and regulations include a requirement that the Insurance Entities maintain specified levels of statutory capital and restrict the timing and amount of dividends and other distributions that may be paid by the Insurance Entities to the parent company. Except in the case of extraordinary dividends, these standards generally permit dividends to be paid from statutory unassigned funds of the regulated insurance company subsidiary and are limited based on the subsidiary insurer’s level of statutory net income and statutory capital and surplus. The maximum dividend that may be paid by the Insurance Entities to their immediate parent company, Protection Solutions, Inc. (“PSI”), without prior regulatory approval is limited by the provisions of the Florida Insurance Code. These dividends are referred to as “ordinary dividends.” However, if the dividend, together with other dividends paid within the preceding 12 months, exceeds this statutory limit or is paid from sources other than earned surplus, the entire dividend is generally considered an “extraordinary dividend” and must receive prior regulatory approval.
In accordance with Florida Insurance Code and based on the calculations performed by the Company as of September 30, 2025, UPCIC and APPCIC currently are not able to pay any ordinary dividends for the nine months ended September 30, 2025. For the nine months ended September 30, 2025 and 2024, no dividends were paid from the Insurance Entities to PSI.
The Florida Insurance Code requires a residential property insurance company to maintain statutory surplus as to policyholders of at least $15.0 million orten percent of the insurer’s total liabilities, whichever is greater. The following table presents the amount of capital and surplus calculated in accordance with statutory accounting principles, which differs from GAAP, and an amount representing ten percent of total liabilities for each of the Insurance Entities as of the dates presented (in thousands):
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Statutory capital and surplus | ||
| UPCIC | $406,067 | $385,530 |
| APPCIC | $29,770 | $27,985 |
| Ten percent of total liabilities | ||
| UPCIC | $182,636 | $161,438 |
| APPCIC | $3,048 | $3,179 |
As of the dates in the table above, the Insurance Entities each exceeded the minimum statutory capitalization requirement. The Insurance Entities also met the capitalization requirements of the other states in which they are licensed as of September 30, 2025.
The following table summarizes combined net income (loss) for the Insurance Entities determined in accordance with statutory accounting practices for the periods presented (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Combined net income (loss) | $(21,609) | $6,275 | $25,335 | $20,603 |
The Insurance Entities must annually meet NAIC risk-based capital (“RBC”) requirements, which measure the appropriate capital level considering the company's size and risk profile. Regulators use RBC to determine actions for insurers in weak or deteriorating conditions. Based on their annual reports, each Insurance Entity reported a surplus as regards to policyholders that are above the RBC requirements as of December 31, 2024.
The Insurance Entities are required by various state laws and regulations to maintain certain assets in depository accounts. The following table represents assets held by insurance regulators as of the dates presented (in thousands):
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Restricted cash and cash equivalents | ||
| Florida | $1,800 | $1,800 |
| Georgia | 35 | 35 |
| North Carolina | 800 | 800 |
| South Carolina | 140 | — |
| Virginia | 335 | — |
| Total | $3,110 | $2,635 |
| Investments | ||
| Hawaii | $2,946 | $2,853 |
| Massachusetts | 130 | 127 |
| South Carolina | — | 137 |
| Virginia | — | 328 |
| Total | $3,076 | $3,445 |
In addition, the Company has restricted cash on deposit with its variable interest entity. See“—Note 14 (Variable Interest Entities)” for a discussion of restricted cash held in a trust account.
NOTE 6 –LIABILITY FOR UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES
Set forth in the following table is the change in liability for unpaid losses and LAE for the periods presented (in thousands):
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Balance at beginning of period | $765,855 | $344,648 | $959,291 | $510,117 |
| Less: Reinsurance recoverables | (336,627) | (33,121) | (561,936) | (183,435) |
| Net balance at beginning of period | 429,228 | 311,527 | 397,355 | 326,682 |
| Incurred related to: | ||||
| Current year | 248,367 | 319,152 | 759,156 | 802,911 |
| Prior years | 3,912 | (2,197) | 3,983 | (2,197) |
| Total incurred | 252,279 | 316,955 | 763,139 | 800,714 |
| Paid related to: | ||||
| Current year | 169,552 | 177,963 | 377,862 | 425,970 |
| Prior years | 87,721 | 81,321 | 358,398 | 332,228 |
| Total paid | 257,273 | 259,284 | 736,260 | 758,198 |
| Net balance at end of period | 424,234 | 369,198 | 424,234 | 369,198 |
| Plus: Reinsurance recoverables | 258,355 | 91,239 | 258,355 | 91,239 |
| Balance at end of period | $682,589 | $460,437 | $682,589 | $460,437 |
During the nine months ended September 30, 2025, the liability for unpaid losses and loss adjustment expenses, prior to reinsurance, decreased by $276.7 million from $959.3 million as of December 31, 2024 to $682.6 million as of September 30, 2025. The decrease was principally the result of the settlement of Hurricane Debby claims, Hurricane Helene claims, claims from other prior hurricanes, and claims from prior accident years.
During the three and nine months ended September 30, 2025, there was $3.9 million and $4.0 million of unfavorable prior years’ development, respectively, compared to $2.2 million favorable net prior year development during 2024. Unfavorable development indicates that actual losses were higher than previously estimated, impacting profitability, while favorable development suggests lower-than-expected losses. The unfavorable prior year development for 2025 was associated with increases in net losses and LAE for prior year catastrophe events. The favorable net prior years’ reserve development for the three and nine months ended September 30, 2024 was due to favorable resolution of hurricane claims compared to previous estimates.
NOTE 7 –LONG-TERM DEBT
Long-term debt consists of the following as of the dates presented (in thousands):
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Surplus note | $1,470 | $2,573 |
| 5.625% Senior unsecured notes | 100,000 | 100,000 |
| Total principal amount | 101,470 | 102,573 |
| Less: unamortized debt issuance costs | (799) | (1,330) |
| Total long-term debt, net | $100,671 | $101,243 |
Surplus Note
On November 9, 2006, UPCIC entered into a $25.0 million surplus note with the State Board of Administration of Florida (the “SBA”) under Florida’s Insurance Capital Build-Up Incentive Program (the “ICBUI”). The surplus note has a 20-year term and accrues interest, adjusted quarterly based on the 10-year Constant Maturity Treasury Index. The carrying amount of the surplus note is included in the statutory capital and surplus of UPCIC. UPCIC was in compliance with the terms of the surplus note as of September 30, 2025.
Senior Unsecured Notes
On November 23, 2021, the Company entered into Note Purchase Agreements with certain institutional accredited investors and qualified institutional buyers pursuant to which the Company issued and sold $100.0 million of 5.625%Senior Unsecured Notes due 2026 (the “Notes”). The Note Purchase Agreements contain certain customary representations, warranties and covenants made by the Company.
The Notes were offered and sold by the Company in a private placement transaction in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. On March 24, 2022, the Registration Statement registering the exchange of Notes for registered Notes was declared effective by the Securities and Exchange Commission, and all of the Notes have since been exchanged for registered Notes with identical financial terms.
The Notes are senior unsecured debt obligations that bear interest at the rate of 5.625%per annum, payable semi-annually in arrears on May 30 th and November 30 th of each year, beginning on May 30, 2022. The Notes are subject to adjustment from time to time in the event of a downgrade or subsequent upgrade of the rating assigned to the Notes. The Notes mature on November 30, 2026 at which time the entire $100.0 million of principal is due and payable. At any time on or after November 30, 2023, the Company may redeem all or part of the Notes at redemption prices (expressed as percentages of the principal amount) equal to (i)102.81250% for thetwelve-month period beginning on November 30, 2023; (ii)101.40625% for thetwelve-month period beginning on November 30, 2024 and (iii)100.0% at any time thereafter, plus accrued and unpaid interest up to, but not including the redemption date.
On November 23, 2021, the Company entered into an indenture, relating to the issuance of the Notes (the “Indenture”), with UMB Bank National Association, as trustee. The Notes are not subject to any sinking fund and are not convertible or exchangeable, other than pursuant to the exchange that was completed as referenced above, for any other securities or assets of the Company or any of its subsidiaries. The Notes are not subject to redemption at the option of the holder. The indenture governing the Notes contains financial covenants, terms, events of default and related cure provisions that are customary in agreements used in connection with similar transactions. As of September 30, 2025, the Company was in compliance with all applicable covenants, including financial covenants.
The Notes are unsecured senior obligations of the Company and are not obligations of, nor guaranteed by, any subsidiary of the Company. The Notes rank equally in right of payment to the Unsecured Revolving Loan described below.
Unsecured Revolving Loan
On May 30, 2025, the Company entered into a committed and unsecured $50.0 million revolving credit line with JP Morgan Chase Bank, N.A. This agreement succeeded the previous $50.0 million revolving credit line with J.P. Morgan Chase, N.A., entered into on May 31, 2024. As of September 30, 2025, the Company has not borrowed any amount under this unsecured revolving loan. The Company must pay an annual commitment of 0.50% of the unused portion of the commitment. Borrowings mature on May 29, 2026,364 days after the inception date and carry an interest rate of prime rate plus a margin of 2.0% on borrowings. The credit line is subject to annual renewals. The credit line contains customary financial and other covenants, with which the Company is in compliance.
Interest Expense
The following table provides interest expense related to long-term debt during the periods presented (in thousands):
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Interest Expense: | ||||
| Surplus note | $20 | $36 | $73 | $114 |
| 5.625% Senior unsecured notes | 1,406 | 1,406 | 4,219 | 4,219 |
| Non-cash expense (1) | 177 | 177 | 531 | 531 |
| Total | $1,603 | $1,619 | $4,823 | $4,864 |
(1) Represents amortization of debt issuance costs.
NOTE 8 –STOCKHOLDERS’ EQUITY
From time to time, the Company’s Board of Directors may authorize share repurchase programs under which the Company may repurchase shares of the Company’s common stock in the open market. The following table presents repurchases of the Company’s common stock for the periods presented (in thousands, except total number of shares repurchased and per share data):
| Total Number of Shares · Average | |||||||
|---|---|---|---|---|---|---|---|
| Repurchased During the · Aggregate · Price Per · Plan | |||||||
| Dollar Amount · Nine Months Ended September 30, · Purchase · Share · Completed or | |||||||
| Date Authorized | Expiration Date | Authorized | 2025 | 2024 | Price | Repurchased | Expired |
| May 1, 2025 | May 1, 2027 | $20,000 | 527,733 | — | $12,914 | $24.47 | |
| March 11, 2024 | March 11, 2026 | $20,000 | 106,189 | — | $2,586 | $24.35 | May 2025 |
| March 11, 2024 | March 11, 2026 | $20,000 | — | 501,106 | $9,739 | $19.44 | May 2025 |
| June 12, 2023 | June 10, 2025 | $20,000 | — | 207,722 | $4,133 | $19.90 | March 2024 |
See the “Condensed Consolidated Statements of Stockholders’ Equity” for a roll-forward of treasury shares.
NOTE 9 –INCOME TAXES
The realization of deferred tax assets is dependent upon the generation of sufficient taxable income in future periods. The Company assesses its ability to realize the deferred tax assets on a quarterly basis, and it establishes a valuation allowance if it is more likely than not that some portion of the deferred tax assets will not be realized. The Company weighs all available positive and negative evidence, including its earnings history and results of recent operations, scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies. As of September 30, 2025, we determined that we did not need a valuation allowance on our gross deferred tax assets.
For the three and nine months ended September 30, 2025, there was no current reporting period activity recorded in the operating statement or the balance sheet related to uncertain tax positions.
The effective tax rate for the three months ended September 30, 2025 was 24.5% compared to 10.8% for the three months ended September 30, 2024. The effective tax rate for the nine months ended September 30, 2025 was 24.7% compared to 31.5% for the same period last year. The provision for income taxes differed from the statutory rate as follows:
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Expected provision at federal statutory tax rate | 21.0% | 21.0% | 21.0% | 21.0% |
| Increases (decrease) resulting from: | ||||
| State income tax, net of federal tax benefit | 2.7% | (7.0)% | 2.7% | 5.9% |
| Disallowed compensation | 0.8% | (3.4)% | 1.1% | 2.4% |
| Equity compensation shortfall (excess) | —% | —% | —% | 2.0% |
| Nondeductible expenses | 0.2% | (0.3)% | 0.2% | 0.5% |
| Dividend received deduction | (0.2)% | 0.5% | (0.2)% | (0.3)% |
| Other, net | —% | —% | (0.1)% | —% |
| Total income tax expense (benefit) | 24.5% | 10.8% | 24.7% | 31.5% |
NOTE 10 –EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share (“EPS”) is computed based on the weighted average number of common shares outstanding for the period, excluding any dilutive common share equivalents. Diluted EPS reflects the potential dilution resulting from the impact of common shares issuable upon the exercise of stock options, non-vested performance share units, non-vested restricted stock units, non-vested restricted stock, and conversion of preferred stock. In loss periods, the impact of common shares issuable upon the exercises of stock options, non-vested performance share units, non-vested restricted stock units, non-vested restricted stock, and conversion of preferred stock are excluded from the calculation of diluted loss per share, as the inclusion of common shares issuable upon the exercise of stock options, non-vested performance share units, non-vested restricted stock units, non-vested restricted stocks, and conversion of preferred stock would have an anti-dilutive effect.
The following table reconciles the numerator (i.e., income) and denominator (i.e., shares) of the basic and diluted earnings (loss) per share computations for the periods presented (in thousands, except per share data):
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Numerator for EPS: | ||||
| Net income (loss) | $39,830 | $(16,163) | $116,362 | $52,910 |
| Less: Preferred stock dividends | (3) | (3) | (8) | (8) |
| Income (loss) available to common stockholders | $39,827 | $(16,166) | $116,354 | $52,902 |
| Denominator for EPS: | ||||
| Weighted average common shares outstanding | 27,851 | 28,355 | 27,971 | 28,607 |
| Plus: Assumed conversion of share-based compensation (1) | 932 | — | 907 | 685 |
| Assumed conversion of preferred stock | 25 | — | 25 | 25 |
| Weighted average diluted common shares outstanding | 28,808 | 28,355 | 28,903 | 29,317 |
| Basic earnings (loss) per common share | $1.43 | $(0.57) | $4.16 | $1.85 |
| Diluted earnings (loss) per common share | $1.38 | $(0.57) | $4.03 | $1.80 |
| (1) | Represents the dilutive effect of common shares issuable upon the exercise of stock options, non-vested performance share units, non-vested restricted stock units and non-vested restricted stock. |
NOTE 11 –OTHER COMPREHENSIVE INCOME (LOSS)
The following table provides the components of other comprehensive income (loss) on a pre-tax and after-tax basis for the periods presented (in thousands):
| Three Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Pre-tax | Tax | After-tax | Pre-tax | Tax | After-tax | |
| Net changes related to available-for-sale securities: | ||||||
| Unrealized holding gains (losses) arising during the period | $12,752 | $3,128 | $9,624 | $39,166 | $9,645 | $29,521 |
| Less: Reclassification adjustments for (gains) losses realized in net income (loss) | 537 | 134 | 403 | 800 | 196 | 604 |
| Other comprehensive income (loss) | $13,289 | $3,262 | $10,027 | $39,966 | $9,841 | $30,125 |
| Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Pre-tax | Tax | After-tax | Pre-tax | Tax | After-tax | |
| Net changes related to available-for-sale securities: | ||||||
| Unrealized holding gains (losses) arising during the period | $42,096 | $10,332 | $31,764 | $37,120 | $9,141 | $27,979 |
| Less: Reclassification adjustments for (gains) losses realized in net income (loss) | 860 | 213 | 647 | 796 | 196 | 600 |
| Other comprehensive income (loss) | $42,956 | $10,545 | $32,411 | $37,916 | $9,337 | $28,579 |
The following table provides the reclassification adjustments for gains (losses) out of accumulated other comprehensive income (loss) for the periods presented (in thousands):
| Details about AccumulatedOther ComprehensiveIncome (Loss) Components · Amount Reclassified from AccumulatedOther Comprehensive Income (Loss) · Affected Line Item in the Statement Where NetIncome is Presented | |||||
|---|---|---|---|---|---|
| Three Months EndedSeptember 30, · Nine Months EndedSeptember 30, | |||||
| 2025 · 2024 · 2025 · 2024 | |||||
| Unrealized gains (losses) on available-for-sale debt securities | $(537) | $(800) | $(860) | $(796) | Net realized gains (losses) on sale on investments |
| Related tax (expense) benefit | 134 | 196 | 213 | 196 | Income tax expense (benefit) |
| Total reclassification for the period | $(403) | $(604) | $(647) | $(600) | Net of tax |
NOTE 12 –COMMITMENTS AND CONTINGENCIES
Obligations under Multi-Year Reinsurance Contracts
The Company purchases reinsurance coverage to protect its capital and to limit its losses when certain major events occur. The Company’s reinsurance commitments generally run from June 1 st of the current year to May 31 st of the following year. Certain of the Company’s reinsurance agreements are for periods longer than one year. Amounts payable for coverage during the current June 1 st to May 31 st contract period are recorded as “Reinsurance Payable, net” in the Condensed Consolidated Balance Sheet. Multi-year contract commitments for future years will be recorded at the commencement of the coverage period. Amounts payable for future reinsurance contract years that the Company is obligated to pay are: (1) $89.1 million in 2026; (2) $153.5 million in 2027; and (3) $64.5 million in 2028.
Litigation
Lawsuits and other legal proceedings are filed against the Company from time to time. These legal matters typically include civil and administrative or regulatory considerations for which the Company obtains internal or third-party legal or other assistance to provide guidance, and when applicable, to represent and protect the Company’s interest.
Many of these legal proceedings involve disputes as to coverage or the scope and amount of damage arising from direct claims or recoveries from assigned claims under contracts or policies that the Company underwrites. The Company establishes reserves for its anticipated claims obligations net of expected reinsurance. From time to time, the Company is also involved in various other legal proceedings unrelated to claims disputes. The Company contests liability and/or the amount of damages as it considers appropriate according to the facts and circumstances of each matter.
In accordance with applicable accounting guidance, the Company establishes an accrued liability for legal matters when those matters present loss contingencies that are both probable and estimable.
Legal proceedings are subject to many factors that cannot be predicted with certainty, and the Company may be exposed to losses in excess of any amounts accrued. The Company currently estimates that the reasonably possible losses for legal proceedings, whether in excess of a related accrued liability, including reserves, or where there is no accrued liability, and for which the Company is able to estimate a possible loss, are immaterial. This represents management’s estimate of possible loss with respect to these matters and is based on currently available information. These estimates of possible loss do not represent our maximum loss exposure, and actual results may vary significantly from current estimates.
NOTE 13 –FAIR VALUE MEASUREMENTS
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP describes three approaches to measuring the fair value of assets and liabilities: the market approach, the income approach and the cost approach. Each approach includes multiple valuation techniques. GAAP does not prescribe which valuation technique should be used when measuring fair value, but does establish a fair value hierarchy that prioritizes the inputs used in applying the various techniques. Inputs broadly refer to the assumptions that market participants use to make pricing decisions, including assumptions about risk. Level 1 inputs are given the highest priority in the hierarchy while Level 3 inputs are given the lowest priority. Assets and liabilities carried at fair value are classified in one of the following three categories based on the nature of the inputs to the valuation technique used:
Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3 — Unobservable inputs that are not corroborated by market data. These inputs reflect management’s best estimate of fair value using its own assumptions about the assumptions a market participant would use in pricing the asset or liability.
Summary of Significant Valuation Techniques for Assets Measured at Fair Value on a Recurring Basis
Level 1
Common stock: Comprise actively traded, exchange-listed U.S. and international equity securities. Valuation is based on unadjusted quoted prices for identical assets in active markets that the Company can access.
Mutual funds: Comprise actively traded funds. Valuation is based on daily quoted net asset values for identical assets in active markets that the Company can access.
Level 2
U.S. government obligations and agencies: Comprise U.S. Treasury Bills or Notes or U.S. Treasury Inflation Protected Securities. The primary inputs to the valuation include quoted prices for identical assets in inactive markets or similar assets in active or inactive markets, contractual cash flows, benchmark yields and credit spreads.
Corporate bonds: Comprise investment-grade debt securities. The primary inputs to the valuation include quoted prices for identical assets in inactive markets or similar assets in active or inactive markets, contractual cash flows, benchmark yields and credit spreads.
Mortgage-backed and asset-backed securities: Comprise securities that are collateralized by mortgage obligations and other assets. The primary inputs to the valuation include quoted prices for identical assets in inactive markets or similar assets in active or inactive markets, contractual cash flows, benchmark yields, collateral performance and credit spreads.
Municipal bonds: Comprise debt securities issued by a state, municipality, or county. The primary inputs to the valuation include quoted prices for identical assets in inactive markets or similar assets in active or inactive markets, contractual cash flows, benchmark yields and credit spreads.
Redeemable preferred stock: Comprise preferred stock securities that are redeemable. The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active.
Level 3
Other investments in private equity funds: Comprise of passive interest in non-marketable private equity fund securities. The primary inputs to the valuation include the cost basis of consideration tendered for the investments, the Trailing-Twelve Month (TTM) EBITDA, and TTM EBITDA Multiple.
As required by GAAP, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the placement of the asset or liability within the fair value hierarchy levels.
The following tables set forth by level within the fair value hierarchy the Company’s assets measured at fair value on a recurring basis as of the dates presented (in thousands):
| Fair Value Measurements | ||||
|---|---|---|---|---|
| As of September 30, 2025 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Available-For-Sale Debt Securities: | ||||
| U.S. government obligations and agencies | $— | $23,503 | $— | $23,503 |
| Corporate bonds | — | 957,844 | — | 957,844 |
| Mortgage-backed and asset-backed securities | — | 410,999 | — | 410,999 |
| Municipal bonds | — | 13,372 | — | 13,372 |
| Redeemable preferred stock | — | 7,903 | — | 7,903 |
| Equity Securities: | ||||
| Common stock | 40,626 | — | — | 40,626 |
| Mutual funds | 55,366 | — | — | 55,366 |
| Total assets accounted for at fair value | $95,992 | $1,413,621 | $— | $1,509,613 |
| Assets carried at NAV, which approximates fair value and which are not categorized within the fair value hierarchy, reported as of: | ||||
| Investment in Private Equity Limited Partnerships | $3,903 | |||
| Total assets at fair value | $1,513,516 | |||
| Fair Value Measurements | ||||
|---|---|---|---|---|
| As of December 31, 2024 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Available-For-Sale Debt Securities: | ||||
| U.S. government obligations and agencies | $— | $19,747 | $— | $19,747 |
| Corporate bonds | — | 868,948 | — | 868,948 |
| Mortgage-backed and asset-backed securities | — | 357,030 | — | 357,030 |
| Municipal bonds | — | 14,354 | — | 14,354 |
| Redeemable preferred stock | — | 9,000 | — | 9,000 |
| Equity Securities: | ||||
| Common stock | 14,409 | — | — | 14,409 |
| Mutual funds | 63,343 | — | — | 63,343 |
| Investment in Private Equity Limited Partnership | — | — | 12,202 | 12,202 |
| Total assets accounted for at fair value | $77,752 | $1,269,079 | $12,202 | $1,359,033 |
| Assets carried at NAV, which approximates fair value and which are not categorized within the fair value hierarchy, reported as of: | ||||
| Investment in Private Equity Limited Partnerships | $3,921 | |||
| Total assets at fair value | $1,362,954 | |||
The table below is a reconciliation of the change in Level 3 assets with recurring fair value measurements for the reported period:
| Assets Reported at Fair Value | |
|---|---|
| Balance as of December 31, 2024 | $12,202 |
| Change in unrealized gains (losses) | (7,408) |
| Realized gains (losses) | 6,669 |
| Sale of investment | (11,463) |
| Balance as of September 30, 2025 | $— |
The following table summarizes quantitative information related to the significant unobservable inputs for Level 3 investments, which were carried at fair value as of the dates presented (in thousands):
| Fair Value as of: · Range | |||||||
|---|---|---|---|---|---|---|---|
| September 30, 2025 · December 31, 2024 · Valuation Methodology · Unobservable Input · Weighted Average Mean · Minimum · Maximum | |||||||
| Assets: | |||||||
| Investment in Private Equity Limited Partnership | $— | $12,202 | Market Approach | Trailing Twelve Month EBITDA Multiple | 5.8x | 5.3x | 7.0x |
These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.
The Company utilizes third-party independent pricing services that provide a price quote for each available-for-sale debt security and equity security. Management reviews the methodology used by the pricing services. If management believes that the price used by the pricing service does not reflect an orderly transaction between participants, management will use an alternative valuation methodology. There were no adjustments made by the Company to the prices obtained from the independent pricing source for any security included in the tables above. The Company elected the fair value option because it allowed the investment to be valued based on current market conditions.
Additionally, the timing of the delivery of the fund’s financial statements and financial information is on athree-month lag which results in athree-month delay in the recognition of our share of the limited partnership’s earnings or losses. Effective in 2024, as this is the best information available, it will be used as an estimate for the fair value at our reporting dates, unless conditions have changed significantly in the economy or securities markets. In such a case, we will adjust our estimate with the assistance from the general partner.
The following table summarizes the carrying value and estimated fair values of the Company’s financial instruments not carried at fair value as of the dates presented (in thousands):
| As of September 30, 2025 | As of December 31, 2024 | |||
|---|---|---|---|---|
| Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | |
| Liabilities (debt): | ||||
| Surplus note (1) | $1,470 | $1,433 | $2,573 | $2,481 |
| 5.625% Senior unsecured notes (2) | 100,000 | 98,469 | 100,000 | 99,086 |
| Total debt | $101,470 | $99,902 | $102,573 | $101,567 |
(1) The fair value of the surplus note was determined by management from the expected cash flows discounted using the interest rate quoted by the holder. The SBA is the holder of the surplus note and the quoted interest rate is below prevailing rates quoted by private lending institutions. However, as the Company’s use of funds from the surplus note is limited by the terms of the agreement, the Company has determined the interest rate quoted by the SBA to be appropriate for the purpose of establishing the fair value of the note (Level 2).
(2) The fair value of the senior unsecured notes was determined based on pricing from quoted prices for similar assets in active markets and was included as Level 2.
NOTE 14 –VARIABLE INTEREST ENTITIES
The Company has established a captive reinsurance arrangement to provide the Insurance Entities with catastrophe reinsurance protection. This annual contract has been in effect since 2020. The Company engages Mangrove Risk Solutions Bermuda Ltd. (formerly known as Isosceles Insurance Ltd.) acting in respect of “Separate Account UVE-01,” as its captive reinsurance provider. This entity is considered a variable interest entity (“VIE”) in the normal course of business, and the Company consolidates the VIE as the Company is the primary beneficiary. Further details regarding the methodology and significant inputs used to evaluate the consolidation of a VIE can be found in“Part II, Item 8—Note 2 (Summary of Significant Accounting Policies)” of our Annual Report on Form 10-K for the year ended December 31, 2024.
The Company has used the VIE to provide certain reinsurance coverage to the Insurance Entities (UPCIC and APPCIC). In 2025, the Insurance Entities entered into a reinsurance transaction whereby the VIE provided catastrophe reinsurance protection to the Insurance Entities for the period of June 1, 2025 through May 31, 2026.
In 2024, the Insurance Entities entered into a reinsurance transaction whereby the VIE provided catastrophe reinsurance protection to the Insurance Entities for the period of June 1, 2024 through May 31, 2025. On September 26, 2024, Hurricane Helene made landfall in the Big Bend area of the Florida Gulf Coast, triggering a full policy limit loss, totaling $66.0 million, issued by the VIE to the Insurance Entities. Amounts due under the policy were fully paid in October 2024 to the Insurance Entities.
The following table presents, on a consolidated basis, the balance sheet classification and exposure of restricted cash held in a reinsurance trust account, which can be used only to settle specific reinsurance obligations of the VIE as of the dates presented (in thousands):
| As of | ||
|---|---|---|
| September 30, 2025 | December 31, 2024 | |
| Restricted cash and cash equivalents | $66,000 | $— |
NOTE 15 –SEGMENT INFORMATION
The Company is a holding company that offers homeowners insurance policies to clients in states where it is properly licensed and authorized to operate. The Company and its subsidiaries operate as an integrated business, functioning under a single segment. This approach encompasses the Company’s management strategy, internal organizational structure, and decision-making processes. The Company's Chief Executive Officer (CEO) is the Chief Operating Decision Maker (CODM) and evaluates the entire business as a unified entity for resource allocation and performance assessment. The accounting policies of the single segment are the same as those described in“Part II—Item 8—Note 2 (Summary of Significant Accounting Policies)”in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The key measures of segment profit or loss that the CODM uses to allocate resources and assess performance are the Company’s consolidated net income and earnings per share, as reported on the Condensed Consolidated Statements of Operations. Revenues reported in the Condensed Consolidated Statements of Operations are from external customers. All expense categories on the Condensed Consolidated Statements of Operations are significant and there are no other significant segment expenses that would require disclosure. Assets provided to the CODM are consistent with those reported on the Condensed Consolidated Balance Sheets.
Information related to the Company’s products and services and geographical distribution of revenues is disclosed in “—Note 1 (Nature of Operations and Basis of Presentation)”.
NOTE 16 –SUBSEQUENT EVENTS
The Company conducted an evaluation of subsequent events up to the date the financial statements were issued. It determined that there were no recognized or unrecognized subsequent events requiring adjustment or additional disclosure in the condensed consolidated financial statements as of September 30, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.