UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

 

  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



FOR THE QUARTERLY PERIOD ENDED   June 30, 2017

OR



TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



FOR THE TRANSITION PERIOD FROM ___________________TO _______________________

 

Commission File number 000-25001

 

Federated   National   Holding   Company

(Exact name of registrant as specified in its charter)





 

 

 

 



Florida

 

65-0248866

 



(State or Other Jurisdiction of Incorporation or Organization)

 

(IRS Employer Identification Number)

 



 

 

 

 



14050 N.W. 14 th Street, Suite 180, Sunrise, FL

 

33323

 



(Address of principal executive offices)

 

(Zip Code)

 



800-293-2532

(Registrant’s telephone number, including area code)

 

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 electronically submitted and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).     Yes  ☒    No 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a 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  

Accelerated   filer  

Non accelerated   filer  

Smaller   reporting   company  

 

 

(Do not check if a smaller reporting company)

Emerging growth 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes     No 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



As of August 7 , 201 7 , the registrant had  12 , 975 ,7 62  shares of common stock outstanding.







 


 

Table of Contents

 

FEDERATED NATIONAL HOLDING COMPANY

TA BLE OF CONTENTS

 



 

 

PART I: FINANCIAL INFORMATION

PAGE

 

 

 

ITEM 1

Financial Statements

 

 

 

ITEM 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

27 

 

 

 

ITEM 3

Quantitative and Qualitative Disclosures about Market Risk

41 

 

 

 

ITEM 4

Controls and Procedures

41 

 

 

 

PART II: OTHER INFORMATION

 

 

 

 

ITEM 1

Legal Proceedings

42 

 

 

 

ITEM 1A

Risk Factors

42 

 

 

 

ITEM 2

Unregistered Sales of Equity Securities and Use of Proceeds

42 

 

 

 

ITEM 3

Defaults upon Senior Securities

43 

 

 

 

ITEM 4

Mine Safety Disclosures

43 

 

 

 

ITEM 5

Other Information

43 

 

 

 

ITEM 6

Exhibits

44 

 

 

 

 SIGNATURES

45 



 

-   2   -


 

Table of Contents

 

PART I: FIN ANCIAL INFORMATION

Item  1 .   Financial Statements



FEDERATED NATIONAL HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)







 

 

 

 

 

 



 

 

 

 

 

 



 

June 30,

 

December 31,



 

2017

 

2016

ASSETS

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

Debt securities, available-for-sale, at fair value (amortized cost of $380,905 and

 

 

 

 

 

 

$376,644, respectively)

 

$

383,910 

 

$

374,756 

Debt securities, held-to-maturity, at amortized cost

 

 

5,421 

 

 

5,551 

Equity securities, available-for-sale, at fair value (cost of $40,202 and $24,163, respectively)

 

 

45,445 

 

 

29,375 

Total investments (including $30,440 and $28,704 related to the VIE, respectively)

 

 

434,776 

 

 

409,682 



 

 

 

 

 

 

Cash and cash equivalents (including $12,438 and $15,668 related to the VIE, respectively)

 

 

99,529 

 

 

74,593 

Prepaid reinsurance premiums

 

 

120,589 

 

 

156,932 

Premiums receivable, net of allowance of $49 and $55 , respectively

 

 

 

 

 

 

(including $711 and $1,584 related to the VIE, respectively)

 

 

59,422 

 

 

54,854 

Reinsurance recoverable, net

 

 

41,090 

 

 

48,530 

Deferred acquisition costs

 

 

41,299 

 

 

37,477 

Income taxes receivable

 

 

13,468 

 

 

13,871 

Property and equipment, net

 

 

4,298 

 

 

4,194 

Other assets (including $765 and $635 related to the VIE, respectively)

 

 

11,250 

 

 

11,509 

TOTAL ASSETS

 

$

825,721 

 

$

811,642 



 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

Loss and loss adjustment expense reserves

 

$

156,973 

 

$

158,476 

Unearned premiums

 

 

310,224 

 

 

294,022 

Reinsurance payable

 

 

69,782 

 

 

79,154 

Debt from consolidated variable interest entity

 

 

4,919 

 

 

4,909 

Deferred income taxes, net

 

 

7,397 

 

 

1,433 

Other liabilities

 

 

36,589 

 

 

35,792 

Total liabilities

 

 

585,884 

 

 

573,786 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

 

Preferred stock, $0.01 par value: 1,000,000 shares authorized

 

 

 —

 

 

 —

Common stock, $0.01 par value: 25,000,000 shares authorized;

 

 

 

 

 

 

13,060,207 and 13,473,120 shares issued and outstanding , respectively

 

 

130 

 

 

134 

Additional paid-in capital

 

 

138,191 

 

 

136,779 

Accumulated other comprehensive income

 

 

5,157 

 

 

1,941 

Retained earnings

 

 

78,190 

 

 

80,275 

Total shareholders’ equity attributable to
    Federated National Holding Company shareholders

 

 

221,668 

 

 

219,129 

Noncontrolling interest

 

 

18,169 

 

 

18,727 

Total shareholders’ equity

 

 

239,837 

 

 

237,856 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

825,721 

 

$

811,642 



See accompanying notes to unaudited consolidated financial statements.

 

-   3   -


 

Table of Contents

 

FEDERATED NATIONAL HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

June 30,

 

June 30,



 

2017

 

2016

 

2017

 

2016

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$

83,159 

 

$

60,045 

 

$

161,652 

 

$

115,042 

Net investment income

 

 

2,560 

 

 

2,194 

 

 

4,878 

 

 

4,234 

Net realized investment gains

 

 

2,648 

 

 

 

 

2,543 

 

 

934 

Direct written policy fees

 

 

4,486 

 

 

4,925 

 

 

9,571 

 

 

9,127 

Other income

 

 

4,710 

 

 

4,778 

 

 

9,637 

 

 

8,828 

Total revenue

 

 

97,563 

 

 

71,949 

 

 

188,281 

 

 

138,165 



 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

 

54,956 

 

 

48,983 

 

 

108,722 

 

 

80,243 

Commissions and other underwriting expenses

 

 

30,197 

 

 

15,971 

 

 

57,336 

 

 

31,364 

General and administrative expenses

 

 

5,076 

 

 

5,086 

 

 

9,695 

 

 

9,167 

Interest expense

 

 

82 

 

 

94 

 

 

166 

 

 

178 

Total costs and expenses

 

 

90,311 

 

 

70,134 

 

 

175,919 

 

 

120,952 



 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

7,252 

 

 

1,815 

 

 

12,362 

 

 

17,213 

Income taxes

 

 

2,635 

 

 

697 

 

 

4,573 

 

 

6,492 

Net income

 

 

4,617 

 

 

1,118 

 

 

7,789 

 

 

10,721 

Net (loss) income attributable to noncontrolling interest

 

 

(328)

 

 

127 

 

 

(301)

 

 

195 

Net income attributable to Federated National

 

 

 

 

 

 

 

 

 

 

 

 

Holding Company shareholders

 

$

4,945 

 

$

991 

 

$

8,090 

 

$

10,526 



 

 

 

 

 

 

 

 

 

 

 

 

Net income per share attributable to Federated National

 

 

 

 

 

 

 

 

 

 

 

 

Holding Company shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.38 

 

$

0.07 

 

$

0.61 

 

$

0.76 

Diluted

 

$

0.37 

 

$

0.07 

 

$

0.60 

 

$

0.75 



 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares of common stock

 

 

 

 

 

 

 

 

 

 

 

 

outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

13,171 

 

 

13,805 

 

 

13,305 

 

 

13,816 

Diluted

 

 

13,256 

 

 

13,988 

 

 

13,405 

 

 

14,013 



 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per share of common stock

 

$

0.08 

 

$

0.06 

 

$

0.16 

 

$

0.11 



See accompanying notes to unaudited consolidated financial statements.

 

-   4   -


 

Table of Contents

 

FEDERATED NATIONAL HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

June 30,

 

June 30,



 

2017

 

2016

 

2017

 

2016



 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

4,617 

 

$

1,118 

 

$

7,789 

 

$

10,721 

Change in net unrealized gains on investments,

 

 

 

 

 

 

 

 

 

 

 

 

available-for-sale

 

 

1,214 

 

 

5,006 

 

 

4,924 

 

 

9,090 

Comprehensive income before income taxes

 

 

5,831 

 

 

6,124 

 

 

12,713 

 

 

19,811 



 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense related to items of other

 

 

 

 

 

 

 

 

 

 

 

 

comprehensive income

 

 

(520)

 

 

(1,805)

 

 

(1,965)

 

 

(3,349)

Comprehensive income

 

 

5,311 

 

 

4,319 

 

 

10,748 

 

 

16,462 



 

 

 

 

 

 

 

 

 

 

 

 

Less: comprehensive income attributable to

 

 

 

 

 

 

 

 

 

 

 

 

noncontrolling interest

 

 

(565)

 

 

273 

 

 

(558)

 

 

499 

Comprehensive income attributable to Federated National

 

 

 

 

 

 

 

 

 

 

 

 

Holding Company shareholders

 

$

5,876 

 

$

4,046 

 

$

11,306 

 

$

15,963 



See accompanying notes to unaudited consolidated financial statements.

 



-   5   -


 

Table of Contents

 

FEDERATED NATIONAL HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Shareholders'

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

Equity Attributable to

 

 

 

 

 

 



 

 

 

 

Common Stock

 

Additional

 

Other

 

 

 

 

Federated National

 

 

 

 

Total



 

Preferred

 

Issued

 

 

 

 

Paid-in

 

Comprehensive

 

Retained

 

Holding Company

 

Noncontrolling

 

Shareholders'



 

Stock

 

Shares

 

Amount

 

Capital

 

Income

 

Earnings

 

Shareholders

 

Interest

 

Equity

Balance as of December 31, 2016

 

$

 —

 

13,473,120 

 

$

134 

 

$

136,779 

 

$

1,941 

 

$

80,275 

 

$

219,129 

 

$

18,727 

 

$

237,856 

Net income (loss)

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

8,090 

 

 

8,090 

 

 

(301)

 

 

7,789 

Other comprehensive income (loss)

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

3,216 

 

 

 —

 

 

3,216 

 

 

(257)

 

 

2,959 

Dividends declared

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(2,092)

 

 

(2,092)

 

 

 —

 

 

(2,092)

Shares issued under share-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

based compensation plans

 

 

 —

 

81,495 

 

 

 —

 

 

 

 

 —

 

 

 —

 

 

 

 

 —

 

 

Repurchases of common stock

 

 

 —

 

(494,408)

 

 

(4)

 

 

(1)

 

 

 —

 

 

(8,083)

 

 

(8,088)

 

 

 —

 

 

(8,088)

Share-based compensation

 

 

 —

 

 —

 

 

 —

 

 

1,412 

 

 

 —

 

 

 —

 

 

1,412 

 

 

 —

 

 

1,412 

Balance as of June 30, 2017

 

$

 —

 

13,060,207 

 

$

130 

 

$

138,191 

 

$

5,157 

 

$

78,190 

 

$

221,668 

 

$

18,169 

 

$

239,837 



See accompanying notes to unaudited consolidated financial statements.

 





-   6   -


 

Table of Contents

 

FEDERATED NATIONAL HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)







 

 

 

 

 

 



 

 

 

 

 

 



 

Six Months Ended



 

June 30,



 

2017

 

2016



 

(in thousands)

Cash flow from operating activities:

 

 

 

 

 

 

Net income

 

$

7,789 

 

$

10,721 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Net realized investment gains

 

 

(2,543)

 

 

(934)

Amortization of investment premium or discount, net

 

 

2,145 

 

 

2,562 

Depreciation and amortization

 

 

275 

 

 

392 

Share-based compensation

 

 

1,412 

 

 

3,231 

Tax impact related to share-based compensation

 

 

(50)

 

 

 —

Changes in operating assets and liabilities:

 

 

 

 

 

 

Prepaid reinsurance premiums

 

 

36,343 

 

 

(19,173)

Premiums receivable, net

 

 

(4,568)

 

 

(19,469)

Reinsurance recoverable, net

 

 

7,440 

 

 

(7,858)

Deferred acquisition costs

 

 

(3,822)

 

 

(5,740)

Income taxes receivable, net

 

 

403 

 

 

(6,595)

Loss and loss adjustment expense reserves

 

 

(1,503)

 

 

23,383 

Unearned premiums

 

 

16,202 

 

 

41,809 

Reinsurance payable

 

 

(9,372)

 

 

30,135 

Deferred income taxes, net of other comprehensive income

 

 

5,797 

 

 

(1,666)

Other, net

 

 

1,050 

 

 

2,896 

Net cash provided by operating activities

 

 

56,998 

 

 

53,694 

Cash flow from investing activities:

 

 

 

 

 

 

Sales, maturities and redemptions of investment securities

 

 

161,429 

 

 

119,671 

Purchases of investment securities

 

 

(182,942)

 

 

(141,334)

Purchases of property and equipment

 

 

(369)

 

 

(822)

Net cash used in investing activities

 

 

(21,882)

 

 

(22,485)

Cash flow from financing activities:

 

 

 

 

 

 

Tax impact related to share-based compensation

 

 

 —

 

 

598 

Purchases of FNHC common stock

 

 

(8,088)

 

 

(2,373)

Issuance of common stock for share-based awards

 

 

 —

 

 

26 

Dividends paid

 

 

(2,092)

 

 

(2,425)

Net cash used in financing activities

 

 

(10,180)

 

 

(4,174)

Net increase in cash and cash equivalents

 

 

24,936 

 

 

27,035 

Cash and cash equivalents at beginning of period

 

 

74,593 

 

 

53,038 

Cash and cash equivalents at end of period

 

$

99,529 

 

$

80,073 



See accompanying notes to unaudited consolidated financial statements.

 

-   7   -


 

Table of Contents

 

FEDERATED NATIONAL HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

  (Unaudited)

(Continued)

 





 

 

 

 

 

 



 

 

 

 

 

 



 

Six Months Ended



 

June 30,



 

2017

 

2016



 

(in thousands)

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash (received) paid during the period for:

 

 

 

 

 

 

Income taxes

 

$

(414)

 

$

14,360 

Non-cash investing and finance activities:

 

 

 

 

 

 

Accrued dividends payable

 

$

1,115 

 

$

859 



See accompanying notes to unaudited consolidated financial statements.



 

-   8   -


 

Table of Contents

 

1. ORGANIZATION, CONSOLIDATION AND BASIS OF PRESENTATION



Organization



Federated National Holding Company, (“FNHC,” the “Company,” “we,” or “us”), is an insurance holding company that controls substantially all steps in the insurance underwriting, distribution and claims processes through our subsidiaries and our contractual relationships with our independent agents and general agents. We are authorized to underwrite, and/or place through our wholly owned subsidiaries, homeowners’ multi-peril (“homeowners’”), personal automobile, commercial general liability, federal flood, and other lines of insurance in Florida and other states. We market, distribute and service our own and third-party insurers’ products and our other services through a network of independent agents.



Our wholly owned insurance subsidiary is Federated National Insurance Company (“FNIC”), which is licensed as an admitted carrier in Florida, Texas, Georgia, Alabama, Louisiana and South Carolina. We also serve as managing general agent for Monarch National Insurance Company (“MNIC”), which was founded in 2015 through the joint venture, described below, and is licensed as an admitted carrier in Florida. An admitted carrier is an insurance company that has received a license from the state department of insurance giving the Company the authority to write specific lines of insurance in that state. These companies are also bound by rate and form regulations, and are strictly regulated to protect policyholders from a variety of illegal and unethical practices, including fraud. Admitted carriers are also required to financially contribute to the state guarantee fund, which is used to pay for losses if an insurance carrier becomes insolvent or unable to pay the losses due to their policyholders.



On March 19, 2015, the Company entered into a joint venture to organize MNIC, which received its certificate of authority to write homeowners’ property and casualty insurance in Florida from the Florida Office of Insurance Regulation (the “Florida OIR”). The Company’s joint venture partners are a majority-owned limited partnership of Crosswinds Holdings Inc., a publicly traded Canadian private equity firm and asset manager (“Crosswinds”); and Transatlantic Reinsurance Company (“TransRe”).



The Company and Crosswinds each invested $14.0  million in Monarch Delaware Holdings LLC (“Monarch Delaware”), the indirect parent company of MNIC, for a 42.4% interest in Monarch Delaware (each holding 50% of the voting interests in Monarch Delaware).  TransRe invested $5.0  million for a 15.2% non-voting interest in Monarch Delaware and advanced an additional $5.0  million in debt evidenced by a six -year promissory note bearing 6% annual interest payable by Monarch National Holding Company (“MNHC”), a wholly owned subsidiary of Monarch Delaware and the direct parent company of MNIC.



Partnerships



We entered into an Insurance Agency Master Agreement with Ivantage Select Agency, Inc., (“ISA”), an affiliate of Allstate Insurance Company (“Allstate”), pursuant to which we are authorized by ISA to appoint Allstate agents to offer our homeowners’ and commercial general liability insurance products to consumers in Florida. As a percentage of the total homeowners’ premiums we underwrote in the three months ended June 30, 2017 and 2016, 25.3% and 24.7% , respectively, were from Allstate’s network of Florida agents. For the six months ended June 30, 2017 and 2016, 24.6% and 24.1% , respectively, of the homeowners’ premiums we underwrote were from Allstate’s network of Florida agents.



Additionally, we have a managing general underwriting agreement with SageSure Insurance Managers (“SageSure”) to facilitate growth in our FNIC homeowners business outside of Florida.  As a percentage of the total homeowners’ premiums we underwrote in the three months ended June 30, 2017 and 2016, 9.8% and 6.3% , respectively, were underwritten by SageSure. For the six months ended June 30, 2017 and 2016, 9.2% and 6.3% , respectively, were underwritten by SageSure .



Principles of Consolidation



The accompanying consolidated financial statements include the accounts of FNHC and all other entities in which we have a controlling financial interest and any variable interest entities (“VIE”) in which we are the primary beneficiary. All material inter-company accounts and transactions have been eliminated in consolidation. A VIE is an entity that does not have sufficient equity to finance its own activities without additional financial support or where investors lack certain characteristics of a controlling financial interest.  We assess our contractual, ownership or other interests in a VIE to determine if our interest participates in the variability the VIE was designed to absorb and pass onto variable interest holders.  We perform an ongoing qualitative assessment of our variable interests in VIEs to determine whether we have a controlling financial interest and would therefore be considered the primary beneficiary of the VIE.  If we determine we are the primary beneficiary of a VIE, we consolidate the assets and liabilities of the VIE in our consolidated financial statements.



In connection with the investment in Monarch Delaware, we have determined that we are the primary beneficiary of this VIE, as we possess the power to direct the activities of the VIE that most significantly impact its economic performance.  Accordingly, we consolidate the VIE in our consolidated financial statements. Refer to Note 12 for additional information on the VIE.



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Basis of Presentation



The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”).  Accordingly, these financial statements do not include all of the information and notes required by GAAP for complete financial statements. Additionally, operating results for interim periods are not necessarily indicative of the results that can be expected for a full year. These unaudited consolidated financial statements reflect, in the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to fairly state, in all material respects, our financial position and results of operations for the periods presented. Certain GAAP policies, which significantly affect the determination of financial condition, results of operations and cash flows, are summarized below.



This report should be read in conjunction with the Company’s 2016 Annual Report on Form 10-K (the “2016 Form 10-K”).

 

2. SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES



Our significant accounting policies were described in Note 2 to our Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2016 Form 10-K. There have been no significant changes in our significant accounting policies for the six months ended June 30, 2017.



Accounting Estimates and Assumptions



The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates.



Similar to other property and casualty insurers, our liability for losses and loss adjustment expense reserves, although supported by actuarial projections and other data, is ultimately based on management’s reasoned expectations of future events. Although considerable variability is inherent in these estimates, we believe that this liability is adequate. Estimates are reviewed regularly and adjusted as necessary. Such adjustments are reflected in current operations. Refer to Note 6 accompanying our consolidated financial statements for a discussion of our liability for losses and loss adjustment expense reserves.



Reclassifications



  In conjunction with our 2017 second quarter review of financial statements, we re-assessed the income statement classification of ceded commission income and salaries and wages from our claims department.  As a result of this re-assessment, we have adjusted the income statement classification of these items as follows:

(a)

ceding commission income from Other income to Commissions and other underwriting expenses

(b)

salaries and wages from our claims department from Commissions and other underwriting expenses to Loss and loss adjustment expenses



These reclassifications represent corrections of immaterial errors and are not material in any prior quarter or annual period based on quantitative and qualitative factors in accordance with SEC guidance.  Additionally, these reclassified items had no effect on the reported results of operations, financial condition or statements of cash flows.



As a result, these reclassified items impacted the following income statement line items for the three and six months ended June 30, 2016:



·

Other income decreased by $3.1 million and $5.8 million, respectively,

·

Loss and loss adjustment expenses increased by $2.0 million and $3.7 million, respectively, and

·

Commissions and other underwriting expenses decreased by $5.1 million, and $9.5 million, respectively.

 

The reclassifications above had the following impact on our net loss ratios, net expense ratios and combined ratios for the three and six months ended June 30, 2016:



·

Net loss ratio increased by 3.3% and 3.2% , respectively,

·

Net expense ratio decreased by 8.4% and 8.3% , respectively, and

·

Combined ratio decreased by 5.1% .



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Additionally, these reclassifications impacted the following income statement line items for the three and six months ended June 30, 2017:



·

Other income decreased by $1.8 million and $4.0 million, respectively,

·

Loss and loss adjustment expenses increased by $2.9 million and $5.9 million, respectively, and

·

Commissions and other underwriting expenses decreased by $4.8 million, and $9.9 million, respectively.



The reclassifications above had the following impact on our net loss ratios, net expense ratios and combined ratios for the three and six months ended June 30, 2017:



·

Net loss ratio increased by 3.6% and 3.7% , respectively,

·

Net expense ratio decreased by 5.8% and 6.2% , respectively, and

·

Combined ratio decreased by 2.2% and 2.5% , respectively.



Finally, the reclassifications impacted the following balance sheet line items as of December 31, 2016:

 

·

Deferred policy acquisition costs decreased by $1.5 million,

·

Loss and loss adjustment expense reserves increased by $0.4 million, and

·

Other liabilities decreased by $1.9 million.

 

Adopted Accounting Pronouncements



In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted these amendments effective January 1, 2017, resulting in $0.1  million of discrete income tax deficiencies reflected as a component of the income tax provision on the Consolidated Statements of Operations. Additionally, ASU 2016-09 requires excess tax benefits be presented within the statement of cash flows as an operating activity rather than as a financing activity. The Company adopted this change on a prospective basis, which resulted in a $ 0.1  million decrease in cash provided by operating activities for the six months ended June 30, 2017. Further, ASU 2016-09 requires excess tax benefits and deficiencies to be prospectively excluded from the assumed future proceeds in the calculation of diluted shares, which increased the Company's weighted average number of diluted common shares outstanding by 15,133 and 16,619 shares in the second quarter and first six months of 2017, respectively.



Recent Accounting Pronouncements



In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This authoritative guidance replaces all general and most industry specific revenue recognition guidance (excluding insurance) currently prescribed by U.S. GAAP. The core principle is that an entity recognizes revenue to reflect the transfer of a promised good or service to customers in an amount that reflects that consideration to which the entity expects to be entitled in exchange for that good or service. This guidance also provides clarification on when an entity is a principal or an agent in a transaction. The guidance may be applied using one of the two following methods: (1) retrospectively to each prior reporting periods presented, or (2) retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application. In addition, during 2016 the FASB issued ASU 2016-08, ASU 2016-10, and ASU 2016-12, all of which clarify certain implementation guidance within ASU 2014-09. We will adopt this accounting standard update effective January 1, 2018.



As part of our implementation process, we have gained an understanding of the new standard and performed an analysis to identify accounting policies that may need to change and additional disclosures that will be required. While we continue to evaluate the impact of the provisions of this accounting standard update, only a portion of our revenues are impacted by this guidance because the guidance does not apply to revenue on contracts accounted for under the financial instruments or insurance contracts standards. As a result, we expect the timing of our revenue recognition for most of our revenue streams to generally remain the same. Our evaluation process includes, but is not limited to, identifying contracts within the scope of the guidance, reviewing and documenting our accounting for these contracts, and identifying and determining the accounting for any related contract costs. We have not yet quantified the impact, if any, to our consolidated financial statements .



In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments.  Most notably, this new guidance requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. This new guidance is

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effective for annual reporting periods beginning after December 15, 2017. The Company is in the early stages of evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures. The effect of adopting this guidance will be principally affected by the level of unrealized gains or losses associated with equity investments with readily determinable market values. Such unrealized gains or losses will be recognized upon adoption as a cumulative-effect adjustment with future unrealized gains or losses reflected in the statement of income and comprehensive income. Refer to Note 4 for the current status of such unrealized gains and losses levels that are currently recognized as other comprehensive income .



In February 2016, the FASB issued ASU 2016-02, Leases   (Topic 842) (“ASU 2016-02”). Upon the effective date, ASU 2016-02 will supersede the current lease guidance in Topic 840, Leases . Under the new guidance, lessees will be required to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. Concurrently, lessees will be required to recognize a right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The guidance is required to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presented in the financial statements. The guidance is required to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presented in the financial statements. All of our leases are classified as operating leases under current lease accounting guidance. This guidance will require us to add our operating leases to the balance sheet. We do not expect this standard will have a material effect on our financial statements due to the recognition of new ROU assets and lease liabilities on our balance sheets for our operating leases. We expect to elect all of the standard’s available practical expedients on adoption.



In June 2016, the FASB issued ASU 2016-13, Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) which significantly changes the measurement of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 will require entities to record allowances for available-for-sale debt securities rather than reduce the carrying amount, as currently performed under the other-than-temporary impairment model. Additionally, the standard will require enhanced disclosures for financial assets measured at amortized cost and available-for-sale debt securities to help the financial statement users better understand significant judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. We are in the early stages of evaluating the effects the adoption of ASU 2016-13 will have on the Company’s consolidated financial statements.



In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides guidance on the following eight specific cash flow classification issues: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (6) distributions received from equity method  investees; (7) beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle. Current GAAP does not include specific guidance on these eight cash flow classification issues. The amendments of this ASU are effective for reporting periods beginning after December 15, 2017, with early adoption permitted. We will adopt this accounting standard update effective January 1, 2018. The provisions of this update will not have a material impact on our consolidated statements of cash flows.

 

3. FAIR VALUE



Fair value measurements are generally based upon observable and unobservable inputs.  Observable inputs are based on market data from independent sources, while unobservable inputs reflect the Company’s view of market assumptions in the absence of observable market information.  All assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories:



Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities. An active market is defined as a market where transactions for the financial statement occur with sufficient frequency and volume to provide pricing information on an ongoing basis.



Level 2 — Quoted market prices for similar assets or liabilities and valuations, using models or other valuation techniques that use observable market data.  All significant inputs are observable, or derived from observable information in the marketplace, or are supported by observable levels at which transactions are executed in the market place.



Level 3 — Instruments that use non-binding broker quotes or model driven valuations that do not have observable market data or those that are estimated based on an ownership interest to which a proportionate share of net assets is attributed.  Currently, the Company has no level 3 investments.



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The Company’s financial instruments measured at fair value and the level of the fair value hierarchy of inputs used were as follows:







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

June 30, 2017



 

Level 1

 

Level 2

 

Level 3

 

Total



 

(in thousands)

Debt securities  - available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

United States government obligations and authorities

 

$

49,028 

 

$

36,594 

 

$

 —

 

$

85,622 

Obligations of states and political subdivisions

 

 

 —

 

 

86,919 

 

 

 —

 

 

86,919 

Corporate

 

 

 —

 

 

196,733 

 

 

 —

 

 

196,733 

International

 

 

 —

 

 

14,636 

 

 

 —

 

 

14,636 



 

 

49,028 

 

 

334,882 

 

 

 —

 

 

383,910 



 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

 

45,445 

 

 

 —

 

 

 —

 

 

45,445 



 

 

 

 

 

 

 

 

 

 

 

 

Total investments

 

$

94,473 

 

$

334,882 

 

$

 —

 

$

429,355 







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

December 31, 2016



 

Level 1

 

Level 2

 

Level 3

 

Total



 

(in thousands)

Debt securities  - available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

United States government obligations and authorities

 

$

36,560 

 

$

25,645 

 

$

 —

 

$

62,205 

Obligations of states and political subdivisions

 

 

 —

 

 

151,183 

 

 

 —

 

 

151,183 

Corporate

 

 

 —

 

 

149,505 

 

 

 —

 

 

149,505 

International

 

 

 —

 

 

11,863 

 

 

 —

 

 

11,863 



 

 

36,560 

 

 

338,196 

 

 

 —

 

 

374,756 



 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

 

28,960 

 

 

415 

 

 

 —

 

 

29,375 



 

 

 

 

 

 

 

 

 

 

 

 

Total investments

 

$

65,520 

 

$

338,611 

 

$

 —

 

$

404,131 



The Company’s held-to-maturity debt securities are reported on the c onsolidated balance sheets at amortized cost and disclosed at fair value in Note 4 herein. The fair values of these securities are classified within Level 1 and Level 2 of the fair value hierarchy and consist of United States government obligations and authorities, Corporate securities, and International securities. The fair value of the securities classified as Level 1 was $3.9 million as of June 30, 2017 and December 31, 2016 . The fair value of the securities classified as Level 2 was $1.4 million and $1.6 million as of June 30, 2017 and December 31, 2016, respectively.



A third party nationally recognized pricing service provides the fair value of securities in Level 2. We review the third party pricing methodologies quarterly and test for significant differences between the market price used to value the security and recent sales activity .   A summary of the significant valuation techniques and market inputs for each class of security is as follows:



United States government obligations and authorities : In determining the fair value for U.S. Government securities in Level 1 we use   q uoted prices (unadjusted) in active markets for identical assets or liabilities .   In determining the fair value for U.S. Government securities in Level 2 we use the market approach. The primary inputs to the valuation include reported trades, dealer quotes for identical or similar assets in markets that are not active, benchmark yields, credit spreads, reference data and industry and economic events.



Obligations of states and political subdivisions : In determining the fair value for state and municipal securities we use the market approach. The primary inputs to the valuation include reported trades, dealer quotes for identical or similar assets in markets that are not active, benchmark yields, credit spreads, reference data and industry and economic events.



Corporate and International : In determining the fair value for corporate securities we use the market approach. The primary inputs to the valuation include reported trades, dealer quotes for identical or similar assets in markets that are not active, benchmark yields, credit spreads (for investment grade securities), observations of equity and credit default swap curves (for high-yield corporates), reference data and industry and economic events.



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4. INVESTMENTS



Unrealized Gains and Losses



The following table details the difference between amortized cost or cost and estimated fair value, by major investment category, at June 30, 2017 and at December 31, 2016:







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Amortized

 

Gross

 

Gross

 

 

 



 

Cost

 

Unrealized

 

Unrealized

 

 

 



 

or Cost

 

Gains

 

Losses

 

Fair Value



 

(in thousands)

June 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities  - available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

United States government obligations and authorities

 

$

85,643 

 

$

462 

 

$

484 

 

$

85,621 

Obligations of states and political subdivisions

 

 

86,295 

 

 

852 

 

 

228 

 

 

86,919 

Corporate

 

 

194,484 

 

 

2,577 

 

 

328 

 

 

196,733 

International

 

 

14,483 

 

 

164 

 

 

10 

 

 

14,637 



 

 

380,905 

 

 

4,055 

 

 

1,050 

 

 

383,910 



 

 

 

 

 

 

 

 

 

 

 

 

Debt securities  - held-to-maturity:

 

 

 

 

 

 

 

 

 

 

 

 

United States government obligations and authorities

 

 

4,165 

 

 

21 

 

 

109 

 

 

4,077 

Corporate

 

 

1,190 

 

 

27 

 

 

 —

 

 

1,217 

International

 

 

66 

 

 

 

 

 —

 

 

67 



 

 

5,421 

 

 

49 

 

 

109 

 

 

5,361 

Equity securities

 

 

40,202 

 

 

5,966 

 

 

723 

 

 

45,445 

Total investments

 

$

426,528 

 

$

10,070 

 

$

1,882 

 

$

434,716 







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Amortized

 

Gross

 

Gross

 

 

 



 

Cost

 

Unrealized

 

Unrealized

 

 

 



 

or Cost

 

Gains

 

Losses

 

 

Fair Value



 

(in thousands)

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities  - available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

United States government obligations and authorities

 

$

62,881 

 

$

177 

 

$

853 

 

$

62,205 

Obligations of states and political subdivisions

 

 

152,823 

 

 

427 

 

 

2,067 

 

 

151,183 

Corporate

 

 

149,053 

 

 

1,347 

 

 

895 

 

 

149,505 

International

 

 

11,887 

 

 

95 

 

 

119 

 

 

11,863 



 

 

376,644 

 

 

2,046 

 

 

3,934 

 

 

374,756 



 

 

 

 

 

 

 

 

 

 

 

 

Debt securities  - held-to-maturity:

 

 

 

 

 

 

 

 

 

 

 

 

United States government obligations and authorities

 

 

4,163 

 

 

22 

 

 

118 

 

 

4,067 

Corporate

 

 

1,317 

 

 

20 

 

 

 

 

1,335 

International

 

 

71 

 

 

 —

 

 

 —

 

 

71 



 

 

5,551 

 

 

42 

 

 

120 

 

 

5,473 

Equity securities

 

 

24,163 

 

 

5,500 

 

 

288 

 

 

29,375 

Total investments

 

$

406,358 

 

$

7,588 

 

$

4,342 

 

$

409,604 



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Net Realized Gains and Losses



The Company calculates the gain or loss realized on the sale of investments by comparing the sales price (fair value) to the cost or amortized cost of the security sold. Net realized gains and losses on investments are determined in accordance with the specific identification method. The following tables detail the Company’s net realized gains (losses) by major investment category for the three and six months ended June 30, 2017 and 2016 :







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

June 30,

 

June 30,



 

2017

 

2016

 

2017

 

2016



 

(in thousands)

 

(in thousands)

Gross realized gains:

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities

 

$

304 

 

$

624 

 

$

873 

 

$

1,927 

Equity securities

 

 

2,735 

 

 

417 

 

 

3,290 

 

 

1,155 

Total gross realized gains

 

 

3,039 

 

 

1,041 

 

 

4,163 

 

 

3,082 



 

 

 

 

 

 

 

 

 

 

 

 

Gross realized losses:

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities

 

 

(118)

 

 

(55)

 

 

(1,209)

 

 

(595)

Equity securities

 

 

(273)

 

 

(979)

 

 

(411)

 

 

(1,553)

Total gross realized losses

 

 

(391)

 

 

(1,034)

 

 

(1,620)

 

 

(2,148)

Net realized gains on investments

 

$

2,648 

 

$

 

$

2,543 

 

$

934 



During the three months ended June 30, 2017 and 2016 , the proceeds from sales of available-for-sale investment securities were $27.3  million and $ 3 6 .9  million , respectively. During the six months ended June 30, 2017 and 2016, the proceeds from sales of available-for-sale investment securities were $138.9   million   and $99.4  million , respectively.



Contractual Maturity



The amortized cost and estimated fair value of debt securities as of June 30, 2017 and December 31, 2016 by contractual maturity are shown below.  Expected maturities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

June 30, 2017

 

December 31, 2016



 

Amortized

 

 

 

 

Amortized

 

 

 



 

Cost

 

Fair Value

 

Cost

 

Fair Value

Securities with maturity dates:

 

(in thousands)

Debt securities, available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

One year or less

 

$

38,343 

 

$

38,399 

 

$

46,189 

 

$

46,231 

Over one through five years

 

 

181,014 

 

 

182,264 

 

 

177,982 

 

 

177,899 

Over five through ten years

 

 

160,332 

 

 

162,048 

 

 

150,557 

 

 

148,783 

Over ten years

 

 

1,216 

 

 

1,199 

 

 

1,916 

 

 

1,843 



 

 

380,905 

 

 

383,910 

 

 

376,644 

 

 

374,756 

Debt securities, held-to-maturity:

 

 

 

 

 

 

 

 

 

 

 

 

One year or less

 

 

135 

 

 

135 

 

 

170 

 

 

170 

Over one through five years

 

 

1,858 

 

 

1,892 

 

 

1,719 

 

 

1,750 

Over five through ten years

 

 

3,428 

 

 

3,334 

 

 

3,662 

 

 

3,553 



 

 

5,421 

 

 

5,361 

 

 

5,551 

 

 

5,473 

Total

 

$

386,326 

 

$

389,271 

 

$

382,195 

 

$

380,229 



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Net Investment Income



The following table provides a detail of the Company’s net investment income for the three and six months ended June 30, 2017 and 2016 :







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

June 30,

 

June 30,



 

2017

 

2016

 

2017

 

2016



 

(in thousands)

Interest income

 

$

2,411 

 

$

1,984 

 

$

4,581 

 

$

3,837 

Dividends income

 

 

149 

 

 

210 

 

 

297 

 

 

397 

Net investment income

 

$

2,560 

 

$

2,194 

 

$

4,878 

 

$

4,234 



Aging of Gross Unrealized Losses



As of June 30, 2017 and December 31, 2016, gross unrealized losses and related fair values for available-for-sale debt securities and equity securities, grouped by duration of time in a continuous unrealized loss position, were as follows:







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Less than 12 months

 

12 months or longer

 

Total



 

 

 

Gross

 

 

 

 

Gross

 

 

 

 

Gross



Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized



Value

 

Losses

 

Value

 

Losses

 

Value

 

Losses

June 30, 2017

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

Debt securities - available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States government obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and authorities

$

48,333 

 

$

479 

 

$

98 

 

$

 

$

48,431 

 

$

484 

Obligations of states and political subdivisions

 

24,012 

 

 

228 

 

 

 —

 

 

 —

 

 

24,012 

 

 

228 

Corporate

 

43,646 

 

 

320 

 

 

930 

 

 

 

 

44,576 

 

 

328 

International

 

1,774 

 

 

10 

 

 

 —

 

 

 —

 

 

1,774 

 

 

10 



 

117,765 

 

 

1,037 

 

 

1,028 

 

 

13 

 

 

118,793 

 

 

1,050 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

9,010 

 

 

631 

 

 

696 

 

 

92 

 

 

9,706 

 

 

723 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investments

$

126,775 

 

$

1,668 

 

$

1,724 

 

$

105 

 

$

128,499 

 

$

1,773 







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Less than 12 months

 

12 months or longer

 

Total



 

 

 

Gross

 

 

 

 

Gross

 

 

 

 

Gross



Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized



Value

 

Losses

 

Value

 

Losses

 

Value

 

Losses

December 31, 2016

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

Debt securities - available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States government obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and authorities

$

45,255 

 

$

850 

 

$

111 

 

$

 

$

45,366 

 

$

853 

Obligations of states and political subdivisions

 

103,724 

 

 

2,066 

 

 

1,007 

 

 

 

 

104,731 

 

 

2,067 

Corporate

 

59,970 

 

 

864 

 

 

2,427 

 

 

31 

 

 

62,397 

 

 

895 

International

 

5,925 

 

 

119 

 

 

 

 

 —

 

 

5,930 

 

 

119 



 

214,874 

 

 

3,899 

 

 

3,550 

 

 

35 

 

 

218,424 

 

 

3,934 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

4,701 

 

 

253 

 

 

434 

 

 

35 

 

 

5,135 

 

 

288 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investments

$

219,575 

 

$

4,152 

 

$

3,984 

 

$

70 

 

$

223,559 

 

$

4,222 



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As of June 30, 2017 , the Company held a total of 5 18 d ebt and equity securities that were in an unrealized loss position, of which 19 securities were in an unrealized loss position con tinuously for 12 months or more. As of December 31, 2016, the Company held a total of 1,132 debt and equity securities that were in an unrealized loss position, of which 36 securities were in an unrealized loss position continuously for 12 months or more. The unrealized losses associated with these securities consisted primarily of losses related to corporate securities.



The Company holds its equity securities and some of its debt securities as available-for-sale and as such, these securities are recorded at fair value. The Company continually monitors the difference between cost and the estimated fair value of its investments, which involves uncertainty as to whether declines in value are temporary in nature. If the decline of a particular investment is deemed temporary, the Company records the decline as an unrealized loss in shareholders’ equity. If the decline is deemed to be other than temporary, the Company will write the security’s cost-basis or amortized cost-basis down to the fair value of the investment and recognizes an other than temporary impairment (“OTTI”) loss in our consolidated statement of operations. Additionally, any portion of such decline related to debt securities that is believed to arise from factors other than credit will be recorded as a component of other comprehensive income rather than charged against income.



The Company’s assessment of equity securities initially involves an evaluation of all securities that are in an unrealized loss position, regardless of the duration or severity of the loss, as of the applicable balance sheet date. Such initial review consists primarily of assessing whether: (i) there has been a negative credit or news event with respect to the issuer that could indicate the existence of an OTTI; and (ii) the Company has the ability and intent to hold an equity security for a period of time sufficient to allow for an anticipated recovery (generally considered to be one year from the balance sheet date).



To the extent that an equity security in an unrealized loss position is not impaired based on the initial review described above, the Company then evaluates such equity security by considering qualitative and quantitative factors. These factors include but are not limited to facts and circumstances specific to individual securities, asset classes, the financial condition of the issuer, changes in dividend payment, the length of time fair value had been less than cost, the severity of the decline in fair value below cost, industry outlook and our ability and intent to hold each position until its forecasted recovery.



If the Company intends to sell, or it is more likely than not that, the Company will sell, a debt security before recovery of its amortized cost basis, the total amount of the unrealized loss position is recognized as an OTTI loss in our consolidated statement of operations. To the extent a debt security in an unrealized loss position is not impaired based on the preceding , the Company will consider that security to be impaired when it believes collection of the amortized cost is not probable.



During the Company’s quarterly evaluation of its securities for impairment, there were no   material OTTI losses identified in our investments in debt and equity securities during the three and six months ended June 30, 2017 and 2016 .



Collateral Deposits



As of June 30, 2017 , investments with fair values of approximately $ 12 . 8  million , the majority of which were debt securities, were deposited with governmental authorities and into custodial bank accounts as required by law or contractual obligations.

 

5. REINSURANCE



Reinsurance is used to mitigate the exposure to losses, manage capacity and protect capital resources. The Company reinsures (cedes) a portion of written premiums on an excess of loss or a quota share basis in order to limit our loss exposure. To the extent that reinsuring companies are unable to meet their obligations assumed under these reinsurance agreements, we remain primarily liable to our policyholders.



We are selective in choosing reinsurers and consider numerous factors, the most important of which are the financial stability of the reinsurer or capital specifically pledged to uphold the contract, its history of responding to claims and its overall reputation.  In an effort to minimize our exposure to the insolvency of a reinsurer, we evaluate the acceptability and review the financial condition of the reinsurer at least annually with the assistance of our reinsurance broker.



Significant Reinsurance Contracts



FNIC and MNIC operate primarily by underwriting and accepting risks for their direct account on a gross basis and reinsuring a portion of the exposure on either an individual risk or an aggregate basis to the extent those exceed the desired retention level. We continually evaluate the relative attractiveness of different forms of reinsurance contracts and different markets that may be used to achieve our risk and profitability objectives. All of our reinsurance contracts do not relieve FNIC or MNIC from their direct obligations to the insured .



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FNIC’s 2016-2017 reinsurance programs, costing approximately $179.5  million, include d   approximately $125.7  million for the private reinsurance for Federated National’s Florida exposure, including prepaid automatic premium reinstatement protection on all layers, along with approximately $53.8  million payable to the FHCF. The combination of private and FHCF reinsurance treaties  af ford ed Federated National with approximately $2.22  billion of aggregate coverage with a maximum single event coverage total ed approximately $1.58  billion, exclusive of retentions. FNIC maintained its FHCF participation at 75% for the 2016 hurricane season. FNIC’s single event pre-tax retention for a catastrophic event in Florida is $18.45 million. In addition, FNIC purchases separate underlying reinsurance layers in Louisiana, Texas, Alabama, and South Carolina to cover losses and LAE outside of Florida for each catastrophic event from $8.0  million to $18.45  million. Depending on the characteristics of the catastrophic event, and the states involved, FNIC’s single event pre-tax retention could have be en as low as $8.0 million .



Additionally, the Company’s private market excess of loss treaties became effective July 1, 2016 and all private layers have prepaid automatic reinsta tement protection, which afforded us additional coverage against multiple catastrophic events in the same hurricane season. The Company obtained multiple year protection for a portion of its program; as a r esult, some of the coverage expire d on June 30, 2017, and a portion of the coverage will remain in-force one additional treaty year until June 30, 2018. These private market excess of loss treaties structure coverage into layers, with a cascading feature such that substantially all private layers attach after $18.45 million in losses for FNIC’s Florida exposure. If the aggregate limit of the preceding layer is exhausted, the next layer drops down (cascades) in its place. Additionally, any unused layer protection drops down for subsequent events until exhausted.



FNIC’s 2017-2018 reinsurance programs are estimated to cost $180 million which includes approximately $125 million for the private reinsurance for FNIC’s Florida exposure described above, including prepaid automatic premium reinstatement protection, along with approximately $53.1 million payable to the FHCF.  The combination of private and FHCF reinsurance treaties will afford FNIC approximately $2.19 billion of aggregate coverage with a maximum single event coverage totaling approximately $1.56 billion, exclusive of retentions.  FNIC maintained its FHCF participation at 75% for the 2017 hurricane season.  FNIC’s single event pre-tax retention for a catastrophic event in Florida is $18 million, down slightly from the 2016-2017 reinsurance programs.



FNIC’s private market excess of loss treaties, covering both Florida and Non-Florida exposures, are effective July 1, 2017 and all private layers have prepaid automatic reinstatement protection, which affords F NIC additional coverage for subsequent events.  The reinsurance program includes multiple year protection with $89 million of new multiple year protection this year and $156 million of renewing multiple year protection from last year.  These private market excess of loss treaties structure coverage into layers, with a cascading feature such that substantially all layers attach after $25.1 million in losses for FNIC’s exposure.  If the aggregate limit of the preceding layer is exhausted, the next layer drops down (cascades) in its place.  Additionally, any unused layer protection drops down for subsequent events until exhausted.  FNIC purchased an underlying limit of protection for $7.1 million excess of $18 million with prepaid automatic reinstatement protection.  These treaties are with reinsurers that currently have an A.M. Best Company (“AM Best”) or Standard & Poor’s rating of “A-” or better, or have fully collateralized their maximum potential obligations in dedicated trusts .



FNIC’s Non-Florida excess of loss reinsurance treaties affords us an additional $21 million of aggregate coverage with first event coverage totaling $5 million and second event coverage totaling $16 million.  The Non-Florida retention is lowered to $13 million for the first event and $2 million for the second event on a gross basis though it is reduced to $6.5 million and $1 million on a net basis after taking into account the profit share agreement that FNIC has with our non-affiliated managing general underwriter that writes our Non-Florida property business. FNIC’s Non-Florida reinsurance program cost includes $1.9 million for this private reinsurance, including prepaid automatic premium reinstatement protection.



MNIC’s 2016-2017 catastrop he reinsurance program, which ra n from either June 1 to May 31 or June 1 to June 30 ( 13 month period), consist ed of the FHCF and private market excess of loss treaties. All private layers have prepaid automatic reinsta tement protection, which afforded  MNIC additional coverage, and ha d a cascading feature such that substantially all layers attach ed at $3.4  million for MNIC's Florida exposure .



MNIC’s 2017-2018 reinsurance programs are estimated to cost $5.17 million which includes approximately $3.23 million for the private reinsurance as described below, along with approximately $1.94 million payable to FHCF. The combination of private and FHCF reinsurance treaties will afford Monarch National approximately $109.81 million of aggregate coverage with a maximum single event coverage totaling approximately $68.89 million, exclusive of retentions.  Monarch National’s FHCF participation is at 75% for the 2017 hurricane season.



MNIC’s private market excess of loss treaties are effective July 1, 2017 and all private layers have prepaid automatic reinstatement protection, which affords MNIC additional coverage for subsequent events, and have a cascading feature such that substantially all layers attach at $3.4 million for Monarch National’s Florida exposure.  These treaties are with reinsurers that currently have an AM Best or Standard & Poor’s rating of “A-” or better, or have fully collateralized their maximum potential obligations in dedicated trusts.



The Company’s property quota share treaties, which are include d in the reinsurance program, ra n for a two -year period from July 1 to July 1 of the following year.  The property quota-share treaties consist ed of two different treaties, one for 30% which became

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effective July 1, 2014, and the other for 10% which became effective July 1, 2015. The combined treaties provided a 40% quota-share reinsurance on the first $100  million of covered losses for the homeowners’ property insurance program in Florida. The treaties are accounted for as retrospectively rated contracts whereby the estimated ultimate premium or commission is recognized over the period of the contracts.



On July 1, 2016, the 30% property quota-share treaty expired on a cut-off basis, which means as of that date the Company retained an incremental 30% of its unearned premiums and losses. The reinsurers will remain liable for 30% of the paid losses occurring during the term of the treaty, until the treaty is commuted.



The Company’s private passenger automobile quota share treaties are typically one -year programs which become effective at different points in the year and cover auto policies across several states. These automobile quota share treaties cede approximately 75% of all written premiums entered into by the Company.



Certain reinsurance agreements require FNIC and MNIC to secure the credit, regulatory and business risk. Fully funded trust agreements securing these risks for FNIC totaled $2.6  million as of June 30, 2017 and as of December 31, 2016.   Fully funded trust agreements securing these risks for MNIC totaled $0.3  million as of June 30, 2017 and as of December 31, 2016.



Subsequent Event s



On July 1, 201 7 , the 10% property quota-share treaty expired on a cut-off basis, which means as of that date the Company retained an incremental 10% of its unearned premiums and losses. The reinsurers will remain liable for 1 0% of the paid losses occurring during the term of the treaty, until the treaty is commuted.



Additionally, FNIC has bound a new 10% quota - share on its Florida homeow ners book of business, which became effective on July 1, 2017 and excludes named storms.



Reinsurance Recoverables



Amounts recoverable from reinsurers are recognized in a manner consistent with the claims liabilities associated with the reinsurance placement and presented on the consolidated balance sheet as reinsurance recoverables. The following table presents reinsurance recoverables as reflected in the consolidated balance sheets as of June 30, 2017 and December 31, 2016:







 

 

 

 

 

 



 

 

 

 

 

 



 

June 30,

 

December 31,



 

2017

 

2016



 

(in thousands)

Reinsurance recoverable on paid losses

 

$

7,629 

 

$

7,451 

Reinsurance recoverable on unpaid losses

 

 

33,461 

 

 

41,079 

Reinsurance recoverable, net

 

$

41,090 

 

$

48,530 



Premiums Written and Earned



The following table presents premiums written and earned for the three and six months ended June 30, 2017 and 2016:







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

June 30,

 

June 30,



 

2017

 

2016

 

2017

 

2016



 

(in thousands)

 

(in thousands)

Net premiums written:

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

$

168,692 

 

$

171,218 

 

$

314,743 

 

$

307,242 

Ceded

 

 

(78,983)

 

 

(119,410)

 

 

(106,287)

 

 

(162,980)



 

$

89,709 

 

$

51,808 

 

$

208,456 

 

$

144,262 

Net premiums earned:

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

$

150,563 

 

$

137,334 

 

$

298,541 

 

$

265,433 

Ceded

 

 

(67,404)

 

 

(77,289)

 

 

(136,889)

 

 

(150,391)



 

$

83,159 

 

$

60,045 

 

$

161,652 

 

$

115,042 



 

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6 .   LOSS AND LOSS ADJUSTMENT EXPENSE (“LAE”) RESERVES



The liability for loss and LAE reserves is determined on an individual-case basis for all claims reported. The liability also includes amounts for unallocated expenses, consideration for anticipated subrogation recoveries that will offset future loss payments, anticipated future claim development and incurred but not yet reported (“IBNR”).



Activity in the liability for loss and LAE reserves is summarized as follows :







 

 

 

 

 

 



 

 

 

 

 

 



 

Six Months Ended



 

June 30,



 

2017

 

2016



 

(in thousands)

Gross reserves, beginning of period

 

$

158,476 

 

$

97,340 

Less: reinsurance recoverable (1)

 

 

(41,079)

 

 

(7,496)

Net reserves, beginning of period

 

 

117,397 

 

 

89,844 



 

 

 

 

 

 

Incurred loss, net of reinsurance, related to:

 

 

 

 

 

 

Current year

 

 

105,443 

 

 

69,290 

Prior years

 

 

3,279 

 

 

10,953 

Total incurred loss and LAE, net of reinsurance

 

 

108,722 

 

 

80,243 



 

 

 

 

 

 

Paid loss, net of reinsurance, related to:

 

 

 

 

 

 

Current year

 

 

47,463 

 

 

27,707 

Prior years

 

 

55,144 

 

 

32,191 

Total paid loss and LAE, net of reinsurance

 

 

102,607 

 

 

59,898 



 

 

 

 

 

 

Net reserves, end of period

 

 

123,512 

 

 

110,189 

Plus: reinsurance recoverable (1)

 

 

33,461 

 

 

10,534 

Gross reserves, end of period

 

$

156,973 

 

$

120,723 



(1)

Reinsurance recoverable in this table includes only ceded loss and LAE reserves.



The establishment of loss reserves is an inherently uncertain process and changes in loss reserve estimates are expected as such estimates are subject to the outcome of future events. The factors influencing changes in claim costs are often difficult to isolate or quantify and developments in paid and incurred losses from historical trends are frequently subject to multiple interpretations. Changes in estimates, or differences between estimates and amounts ultimately paid, are reflected in the operating results of the period during which such adjustments are made.



During the six months ended June 30, 2017, the Company experienced $3.3 million of unfavorable loss and LAE reserve development on prior accident years in our Homeowners and Automobile lines of business.  The Homeowners’ unfavorable development of $1.8 million primarily relates to the continued impact from assignment of benefits and related ligation costs in the state of Florida.  The Automobile’s unfavorable development of $1.5 million relates to the 2016 accident year from our auto program in the state of Georgia.



During the six months ended June 30, 2016, the Company experienced $10.5 million of unfavorable loss and LAE reserve development on prior year accident years primarily in our Homeowners’ line of business in the state of Florida. The deficiency primarily relates to higher severity above the expected development factor anticipated at December 31, 2015 which was driven by the impact from assignment of benefits and related ligation costs .

 

7 .   LONG-TERM   DEBT



On March  17, 2015, MNHC, a wholly owned subsidiary of Monarch Delaware, and MNIC’s direct parent, our consolidated VIE, issued a promissory note with a principal amount of $5.0  million bearing 6% annual interest, due March  17, 2021 with interest payable on an annual basis due March  17 each year.  The debt was issued to TransRe, a related party, in connection with its investment in Monarch Delaware, and is being carried at the unpaid principal balance, net of debt issuance costs, and any accrued and unpaid interest is recognized in other liabilities in the consolidated balance sheet.  The Company recorded $ 0.1  million of debt issuance costs related to the 6% promissory note.

 

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8 .   INCOME TAXES



The provision for income tax expense for the three and six months ended June 30, 2017 and 2016 is as follows:







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

June 30,

 

June 30,



 

2017

 

2016

 

2017

 

2016



 

(in thousands)

 

(in thousands)

Federal:

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

$

(66)

 

$

4,614 

 

$

1,048 

 

$

8,158 

Deferred

 

 

2,380 

 

 

(3,925)

 

 

2,908 

 

 

(2,487)

Federal income tax expense

 

 

2,314 

 

 

689 

 

 

3,956 

 

 

5,671 

State:

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

(68)

 

 

1,072 

 

 

150 

 

 

1,347 

Deferred

 

 

389 

 

 

(1,064)

 

 

467 

 

 

(526)

State income tax expense

 

 

321 

 

 

 

 

617 

 

 

821 

Total income tax expense

 

$

2,635 

 

$

697 

 

$

4,573 

 

$

6,492 



The actual income tax expense differs from the “expected” income tax expense (computed by applying the combined applicable effective federal and state tax rates to income before income tax expense) as follows:







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

June 30,

 

June 30,



 

2017

 

2016

 

2017

 

2016



 

(in thousands)

 

(in thousands)

Computed expected tax expense provision, at federal rate

 

$

2,538 

 

$

663 

 

$

4,327 

 

$

6,052 

State tax, net of federal tax benefit

 

 

194 

 

 

11 

 

 

376 

 

 

544 

Other

 

 

(97)

 

 

23 

 

 

(130)

 

 

(104)

Total income tax expense

 

$

2,635 

 

$

697 

 

$

4,573 

 

$

6,492 



The Company files income tax returns in the U.S. federal jurisdiction and various states and local jurisdictions .   Monarch National Holding Company (“MNHC”), a wholly owned subsidiary of the consolidated VIE , is currently under Federal audit for tax year 2015.  As of June 30, 2017, except for the MNHC 2015 Federal income tax return audit, no other open tax years are under examination by the IRS or any material state and local jurisdictions



The Company adopted ASU 2016-09 in the first quarter of 2017 which requires the recognition of excess tax benefits and tax deficiencies within income tax (benefit) expense in the Consolidated Statements of Operations (see Note 2). The Company elected to apply this change in presentation prospectively from the beginning of fiscal year 2017, thus prior periods have not been adjusted. This adoption resulted in the recognition of $0.1  million of excess tax deficiencies recorded within income tax expense for the six months ended June 30, 2017. This change could create volatility in the Company's effective tax rate in future periods. During the six months ended June 30, 2016, excess tax benefits were recorded in shareholders’ equity within the Consolidated Balance Sheets instead of income tax expense within the Consolidated Statements of Operations.



As of June 30, 2017 and December 31, 2016, there are no uncertain tax positions.

 

9. COMMITMENTS AND CONTINGENCIES



Legal Proceedings



In the ordinary course of business, the Company is involved in various legal proceedings, specifically claims litigation.  The Company’s insurance subsidiaries participate in most of these proceedings by either defending third-party claims brought against insureds or litigating first-party coverage claims.  The Company accounts for such activity through the establishment of loss and LAE reserves.  We believe that the ultimate liability, if any, with respect to such ordinary-course claims litigation, after consideration of provisions made for potential losses and costs of defense, is immaterial to our consolidated financial statements.  The Company is also occasionally involved in other legal and regulatory proceedings, some of which may assert claims for substantial amounts.  These other legal proceedings may occasionally make us party to individual actions in which extra-contractual damages, punitive damages or penalties are sought, such as claims alleging bad faith in the handling of insurance claims.



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On a quarterly basis, the Company reviews these outstanding matters, if any.  Consistent with GAAP, the Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. The Company does not establish reserves for identified legal matters when we believe that the likelihood of an unfavorable outcome is not probable. Based on our quarterly review, the Company believes that our accruals for probable and estimable losses are reasonable and that the amounts accrued do not have a material effect on our consolidated financial statements.



The Company is a party to a Co-Existence Agreement effective as of August  30, 2013 (the “Co-Existence Agreement”) with Federated Mutual Insurance Company (“Mutual”) pursuant to which the Company has agreed to certain restrictions on its use of the word “FEDERATED” without the word “NATIONAL” when referring to FNHC and Federated National Insurance Company.  In response to Mutual’s allegations that the Company’s use of the word “FED” as part of the Company’s federally registered “FEDNAT” trademark infringes on Mutual’s federal and common law trademark rights, which the Company disputes, on July  21, 2016, the Company filed a declaratory judgment action for non-infringement of trademark in the U.S. District Court for the Southern District of Florida.  Specifically, the Company seeks a declaration that its federally registered trademark "FEDNAT" does not infringe any alleged trademark rights of Mutual and that Mutual does not own any trademark rights to the name or mark "FED" in connection with insurance services outside of Owatonna, Minnesota.  On July  26, 2016, Mutual filed a demand for arbitration against the Company before the American Arbitration Association (“AAA”) alleging a breach of the Co-Existence Agreement.  On November  29, 2016, the U.S. District Court for the Southern District of Florida granted Mutual’s motion to compel arbitration of the Company’s declaratory judgment action for non-infringement o f a trademark. On February  3, 2017, the AAA granted the Company’s motion to terminate the arbitration for lack of jurisdiction based upon Mutual’s failure to comply with the Co-Existence Agreement’s regarding the selec tion of an arbitrator. An arbitrator has been selected. The Company nevertheless intends to vigorously defend against Mutual’s allegations, although there can be no assurances as to the outcome of this matter.

On March 2, 2017, the Company filed a complaint in Broward County, Florida court to enforce the terms of the restrictive covenants set forth in the Amended and Restated Non-Competition, Non-Disclosure and Non-Solicitation Agreement dated August 5, 2013, as amended, entered into between Peter J. Prygelski, III and the Company during Mr. Prygelski’s employment with the Company and set forth in the separation agreement he entered into in connection with his separation from the Company.  The Company believes that he accepted employment with a competitor in contravention of these restrictive covenants.  Mr. Prygelski sought to dismiss the case and compel arbitration, which was denied by the court.  The Company’s motion for preliminary (temporary) injunctive relief was also denied by the court. The parties have each filed claims in arbitration, which remain pending.  Because of the relatively early stage of this matter, there can be no assurances as to its outcome.  The Company has not recognized a gain contingency in its financial statements as of June 30, 2017 .  



Assessment Related Activity



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: Florida Insurance Guaranty Association (“FIGA”), Citizens Property Insurance Corporation (“Citizens”), FHCF, Florida Joint Underwriters Insurance Association (“JUA”), Georgia Insurers Insolvency Pool (“GIIP”), Special Insurance Fraud Fund (“SIIF”), Fair Access to Insurance Requirements Plan (“FAIRP”), Georgia Automobile Insurance Plan (“GAIP”), Property Insurance Association of Louisiana (“PIAL”), Louisiana Automobile Insurance Plan (“LAIP”), South Carolina Property & Casualty Insurance Guaranty Association (“SCPCIGA”), Texas Property and Casualty Insurance Guaranty Association (“TPCIGA”), Texas Windstorm Insurance Association (“TWIA”), Texas Automobile Insurance Plan Association (“TAIPA”), Alabama Insurance Guaranty Association (“AIGA”), and Alabama Insurance Un derwriters Association (“AIUA”) . As a direct premium writer in Florida, we are required to participate in certain insurer solvency associations under Florida law, administered by FIGA. Future assessments are likely, although the impact of these assessments on our balance sheet, results of operations or cash flow are undeterminable at this time.



FNIC is also required to participate in an insurance apportionment plan under Florida law, which is referred to as a JUA Plan. The JUA Plan provides for the equitable apportionment of any profits realized, or losses and expenses incurred, among participating automobile insurers. In the event of an underwriting deficit incurred by the JUA Plan which is not recovered through the policyholders in the JUA Plan, such deficit shall be recovered from the companies participating in the JUA Plan in the proportion that the net direct written premiums of each such member during the preceding calendar year bear to the aggregate net direct premiums written in this state by all members of the JUA Plan. There were no material assessments by the JUA Plan as of June 30, 2016. Future assessments by this association are undeterminable at this time.



Leases



FNHC and its subsidiaries lease certain facilities, furniture and equipment under long-term lease agreements. Additional information about leases can be found in Note 9 to our Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data,” of the 2016 Form 10-K.

 

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10. SHAREHOLDERS’ EQUITY



Common Stock Repurchases



In November 2016, our Board of Directors authorized a program to repurchase shares of common stock of FNHC, at such times and at prices as management determines advisable, up to an aggregate of $10.0  million through March 1, 2017. In March 2017, our Board of Directors authorized an additional $10.0  million share buyback program to repurchase shares of common stock through March 31, 2018. This program may be modified, suspended or terminated by us at any time without notice. Common stock repurchases are conducted in the open market or under Rule 10b5-1 trading plans from time to time in its discretion, based on ongoing assessments of the Company’s capital needs, the market price of its common stock and general market conditions. The amount and timing of all repurchase transactions are contingent upon market conditions, applicable legal requirements and other factors.



Pursuant to our Board of Directors’ authorizations, the Company repurchased 390,923 shares of its common stock at a total cost of $6.2  million, which is a weighted average price per share of $15.82 , during the three months ended June 30, 2017.  As of June 30, 2017, the remaining availability for future repurchases of our common stock was $3.3  million.



Share-Based Compensation Expense



The following table provides certain information in connection with the Company’s share-based compensation arrangements for the three and six months ended June 30, 2017 and 2016, respectively:







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

June 30,

 

June 30,



 

2017

 

2016

 

2017

 

2016



 

(in thousands)

(in thousands)

Restricted stock

 

$

745 

 

$

1,953 

 

$

1,412 

 

$

2,633 

Stock options

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Total share-based compensation expense

 

$

745 

 

$

1,953 

 

$

1,412 

 

$

2,633 



 

 

 

 

 

 

 

 

 

 

 

 

Intrinsic value of options exercised

 

$

 

$

102 

 

$

 

$

122 

Fair value of restricted stock vested

 

$

155 

 

$

1,656 

 

$

1,505 

 

$

2,892 



The intrinsic value of options exercised represents the difference between the stock option exercise price and the weighted average closing stock price of FNHC common stock on the exercise dates, as reported on the NASDAQ Global Market.



Stock Option Awards



A summary of the Company’s stock option activity for the period from January 1, 2017 to June 30, 2017 is as follows:







 

 

 

 

 



 

 

 

 

 



 

Number of Shares

 

Weighted Average
Option
Exercise Price

Outstanding at January 1, 2017

 

79,484 

 

$

3.70 

Granted

 

 —

 

$

 —

Exercised

 

(400)

 

$

3.59 

Cancelled

 

 —

 

$

 —

Outstanding at June 30, 2017

 

79,084 

 

$

3.70 



Restricted Stock Awards



The Company recognizes share-based compensation expense for all restricted stock awards (“RSAs”) held by employees. The accounting charge is measured at the grant date as the fair value of FNHC common stock and expensed as non-cash compensation over the vesting term using the straight-line basis for service awards and the accelerated basis for performance ‑based awards with graded vesting .   Certain cliff vesting awards contain performance criteria which are tied to the achievement of certain market conditions. This value is recognized as expense over the service period using the straight ‑line recognition method.



During the first  h alf of 2017 and 2016, the Board of Directors granted 106,454 and 128,472 RSAs, respectively, vesting over three or five years, to the Company’s directors, executives and other key employees.

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The following table summarizes RSA activity during the six months ended June 30, 2017:







 

 

 

 

 



 

 

 

 

 



 

Number of Shares

 

Weighted Average

Grant Date

Fair Value

Outstanding at January 1, 2017

 

337,203 

 

$

19.69 

Granted

 

106,454 

 

$

17.95 

Vested

 

(81,095)

 

$

18.56 

Cancelled

 

(1,960)

 

$

20.39 

Outstanding at June 30, 2017

 

360,602 

 

$

19.43 



The weighted average grant date fair value is measured using the closing price of FNHC common stock on the grant date, as reported on the NASDAQ Global Market.



Accumulated Other Comprehensive Income



The following table presents a reconciliation of the changes in accumulated other comprehensive income during the three and six months ended June 30, 2017 and 2016:







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended June 30,



 

2017

 

2016



 

Before
Tax

 

Income
Tax

 

Net

 

Before
Tax

 

Income
Tax

 

Net



 

(in thousands)

Accumulated other comprehensive income,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

beginning  of period

 

$

7,033 

 

$

(2,644)

 

$

4,389 

 

$

10,195 

 

$

(3,791)

 

$

6,404 

Other comprehensive income before reclassifications

 

 

3,862 

 

 

(1,543)

 

 

2,319 

 

 

5,013 

 

 

(1,808)

 

 

3,205 

Reclassification adjustment for realized (gains) losses included

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in net income

 

 

(2,648)

 

 

1,023 

 

 

(1,625)

 

 

(7)

 

 

 

 

(4)



 

 

1,214 

 

 

(520)

 

 

694 

 

 

5,006 

 

 

(1,805)

 

 

3,201 

Accumulated other comprehensive income, end of period

 

$

8,247 

 

$

(3,164)

 

$

5,083 

 

$

15,201 

 

$

(5,596)

 

$

9,605 







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Six Months Ended June 30,



 

2017

 

2016



 

Before
Tax

 

Income
Tax

 

Net

 

Before
Tax

 

Income
Tax

 

Net



 

(in thousands)

Accumulated other comprehensive income,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

beginning  of period

 

$

3,323 

 

$

(1,199)

 

$

2,124 

 

$

6,111 

 

$

(2,247)

 

$

3,864 

Other comprehensive income before reclassifications

 

 

7,467 

 

 

(2,947)

 

 

4,520 

 

 

10,024 

 

 

(3,710)

 

 

6,314 

Reclassification adjustment for realized (gains) losses included

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in net income

 

 

(2,543)

 

 

982 

 

 

(1,561)

 

 

(934)

 

 

361 

 

 

(573)



 

 

4,924 

 

 

(1,965)

 

 

2,959 

 

 

9,090 

 

 

(3,349)

 

 

5,741 

Accumulated other comprehensive income, end of period

 

$

8,247 

 

$

(3,164)

 

$

5,083 

 

$

15,201 

 

$

(5,596)

 

$

9,605 



 

11. EARNINGS PER SHARE



Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the period, including outstanding unvested restricted stock awards and vested restricted stock awards during the period . Diluted EPS is computed by dividing net income by the weighted average number of shares outstanding, noted above, adjusted for the dilutive effect of stock options. Dilutive securities are common stock equivalents that are freely exercisable into common stock at less than market prices or otherwise dilute earnings if converted. The net effect of common stock equivalents is based on the incremental common stock that would be issued upon the assumed exercise of common stock options and the vesting of RSAs using the treasury stock method. Common stock equivalents are not included in diluted earnings per share when their inclusion is antidilutive.

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The computations of diluted EPS available to our shareholders do not include approximately 0.3 and 0. 2   million   stock options and RSAs for the three months ended June 30, 2017 and 2016 ,   respectively, and 0.1 and 0.2   million   stock options and RSAs for the six months ended June 30, 2017 and 2016 ,   respectively, as the effect of their inclusion would have been antidilutive to earnings per share.



The following table presents the calculation of basic and diluted EPS:







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

June 30,

 

June 30,



 

2017

 

2016

 

2017

 

2016



 

(in thousands, except per share data)

 

(in thousands, except per share data)

Net income attributable to Federated National Holding

 

 

 

 

 

 

 

 

 

 

 

 

Company shareholders

 

$

4,945 

 

$

991 

 

$

8,090 

 

$

10,526 

Weighted average number of common shares outstanding -

 

 

 

 

 

 

 

 

 

 

 

 

basic

 

 

13,171 

 

 

13,805 

 

 

13,305 

 

 

13,816 

Net income per share - basic     

 

$

0.38 

 

$

0.07 

 

$

0.61 

 

$

0.76 



 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding -

 

 

 

 

 

 

 

 

 

 

 

 

basic

 

 

13,171 

 

 

13,805 

 

 

13,305 

 

 

13,816 

Dilutive effect of stock compensation plans

 

 

86 

 

 

183 

 

 

100 

 

 

197 

Weighted average number of common shares outstanding -

 

 

 

 

 

 

 

 

 

 

 

 

diluted

 

 

13,256 

 

 

13,988 

 

 

13,405 

 

 

14,013 

Net income per share - diluted

 

$

0.37 

 

$

0.07 

 

$

0.60 

 

$

0.75 



 

 

 

 

 

 

 

 

 

 

 

 

Dividends per share

 

$

0.08 

 

$

0.06 

 

$

0.16 

 

$

0.11 



Dividends Declared



In March 2017 , our Board of Directors declared a $ 0.08  p er common share dividend , paid in   June   2017 ,   to shareholders of record on May  1, 2017 , amounting to $1.1 million .



In June 2017 , our Board of Directors declared a $0.08 per common share dividend payable on September 1, 2017 to shareholders of record on August 1, 2017 .

 

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12. VARIABLE INTEREST ENTITY



The carrying amounts of the assets of Monarch Delaware, our consolidated VIE, which can only be used to settle obligations of Monarch Delaware, and liabilities of Monarch Delaware for which creditors do not have recourse are as follows:







 

 

 

 

 

 



 

 

 

 

 

 



 

June 30,

 

December 31,



 

2017

 

2016



 

(in thousands)

ASSETS

 

 

 

 

 

 

Investments

 

 

 

 

 

 

Debt securities, available-for-sale, at fair value

 

$

29,245 

 

$

27,100 

Equity securities, available-for-sale, at fair value

 

 

1,195 

 

 

1,604 

Total investments

 

 

30,440 

 

 

28,704 

Cash and cash equivalents

 

 

12,438 

 

 

15,668 

Reinsurance recoverable

 

 

350 

 

 

 -

Prepaid reinsurance premiums

 

 

1,855 

 

 

1,070 

Premiums receivable, net

 

 

711 

 

 

1,584 

Deferred acquisition costs

 

 

1,096 

 

 

1,539 

Other assets

 

 

765 

 

 

635 

Total assets

 

$

47,655 

 

$

49,200 



 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

Loss and loss adjustment expense reserves

 

$

2,722 

 

$

1,659 

Unearned premiums

 

 

6,108 

 

 

8,406 

Reinsurance payable

 

 

2,434 

 

 

863 

Debt

 

 

4,919 

 

 

4,909 

Other liabilities

 

 

833 

 

 

1,026 

Total liabilities

 

$

17,016 

 

$

16,863 

 

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General information about Federated National Holding Company can be found at www.FedNat.com; however, the information that can be accessed through our web site is not part of our report. We make our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to the Securities and Exchange Act of 1934 available free of charge on our web site, as soon as reasonably practicable after they are electronically filed with the SEC.



Ite 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations



Overview



The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and notes thereto included under Part I, Item 1 of this Quarterly Report on Form 10-Q (the “Form 10-Q”) . In addition, reference should be made to our audited consolidated financial statements and notes thereto and related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our most recent Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Form 10-K”) .



Unless the context requires otherwise, as used in this Form 10-Q, the terms “FNHC,” “Compa ny,” “we,” “us” and “our” refer to Federated National Holding Company and its consolidated subsidiaries.



Forward-Looking Statements



Statements in this Form 10-Q or in documents that are incorporated by reference that are not historical fact are forward-looking statements that are subject to certain risks and uncertainties that could cause actual events and results to differ materially from those discussed herein. Without limiting the generality of the foregoing, words such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “guidance,” “indicate,” “intend,” “may,” “might,” “plan,” “possibly,” “potential,” “predict,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” or “will” or the negative thereof or other variations thereon and similar words or phrases or comparable terminology are intended to identify forward-looking statements.



Forward-looking statements might also include, but are not limited to, one or more of the following:



·

Projections of revenues, income, earnings per share, dividends, capital structure or other financial items or measures;

·

Descriptions of plans or objectives of management for future operations, insurance products/or services;

·

Forecasts of future insurable events, economic performance, liquidity, need for funding and income; and

·

Descriptions of assumptions or estimates underlying or relating to any of the foregoing.



The risks and uncertainties include, without limitation, risks and uncertainties related to estimates, assumptions and projections generally; the nature of the Company’s business; the adequacy of its reserves for loss and loss adjustment expense (“LAE”); claims experience; weather conditions (including the severity and frequency of storms, hurricanes, tornadoes and hail) and other catastrophic losses; reinsurance costs and the ability of reinsurers to indemnify the Company; raising additional capital and our potential failure to meet minimum capital and surplus requirements; potential assessments that support property and casualty insurance pools and associations; the effectiveness of internal financial controls; the effectiveness of our underwriting, pricing and related loss limitation methods; changes in loss trends, including as a result of insureds’ assignment of benefits; court decisions and trends in litigation; our potential failure to pay claims accurately; ability to obtain regulatory approval applications for requested rate increases, or to underwrite in additional jurisdictions, and the timing thereof; the impact that the results of the Monarch joint venture may have on our results of operations; inflation and other changes in economic conditions (including changes in interest rates and financial markets); pricing competition and other initiatives by competitors; legislative and regulatory developments; the outcome of litigation pending against the Company, and any settlement thereof; dependence on investment income and the composition of the Company’s investment portfolio; insurance agents; ratings by industry services; the reliability and security of our information technology systems; reliance on key personnel; acts of war and terrorist activities; and other matters described from time to time by the Company in this report and other filings filed with the United States Securities and Exchange Commission, including the Company’s Form 10-K.



In addition, investors should be aware that U.S. generally accepted accounting principles (“GAAP”) prescribe when a company may reserve for particular risks, including claims and litigation exposures. Accordingly, results for a given reporting period could be significantly affected if and when a reserve is established for a contingency. Reported results may therefore appear to be volatile in certain accounting periods.



Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made.  We do not undertake any obligation to update publicly or revise any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.



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GENERAL



FNHC is an insurance holding company that controls substantially all steps in the insurance underwriting, distribution and claims processes through our subsidiaries and our contractual relationships with our independent agents and general agents. We are authorized to underwrite, and/or place through our wholly owned subsidiaries, homeowners’ multi-peril (“homeowners”), commercial general liability, federal flood, pers onal automobile and other lines of insurance in Florida and other states. We market, distribute and service our own and third-party insurers’ products a nd our other services through a network of independent agents.



Our wholly - owned insurance subsidiary is Federated National Insurance Company (“FNIC”), which is licensed as an admitted carrier in Florida, Texas, Georgia, Alabama, Louisiana and South Carolina. We also serve as managing general agent for Monarch National Insurance Company (“MNIC”), which was founded in 2015 through the joint venture described below, and is licensed as an admitted carrier in Florida. An admitted carrier is an insurance company that has received a license from the state department of insurance giving the Company the authority to write specific lines of insurance in that state. These companies are also bound by rate and form regulations, and are strictly regulated to protect policyholders from a variety of illegal and unethical practices, including fraud. Admitted carriers are also required to financially contribute to the state guarantee fund, which is used to pay for losses if an insurance carrier becomes insolvent or unable to pay the losses due to their p olicyholders.



Monarch National Insurance Company Joint Venture



On March  19, 2015, the Company entered into a joint venture to organize MNIC, which received its certificate of authority to write homeowners’ property and casualty insurance in Florida from the Florida Office of Insurance Regulation (the “Florida OIR”). The Company’s joint venture partners are a majority-owned limited partnership of Crosswinds Holdings Inc., a publicly traded Canadian private equity firm and asset manager (“Crosswinds”) and Transatlantic Reinsurance Company (“TransRe”).



The Company and Crosswinds each invested $14.0  million in Monarch Delaware Holdings, LLC (“Monarch Delaware”), the indirect parent company of MNIC, for a 42.4% interest in Monarch Delaware (each holding 50% of the voting interests in Monarch Delaware).  TransRe invested $5.0  million for a 15.2% non-voting interest in Monarch Delaware and advanced an additional $5.0  million in debt evidenced by a six-year promissory note bearing 6% annual interest payable by Monarch National Holding Company (“MNHC”), a wholly owned subsidiary of Monarch Delaware and the direct parent company of MNIC .



In connection with the organization of MNIC, the parties entered into the following agreements dated as of March  17, 2015:



·

MNIC entered into a Managing General Agent and Claims Administration Agreement (the “Monarch MGA Agreement”) with FedNat Underwriters, Inc. (“FNU”), a wholly owned subsidiary of the Company, pursuant to which FNU provides underwriting, accounting, reinsurance placement and claims administration services to Monarch.  For its services under the Monarch MGA Agreement, FNU receives 4% of Monarch’s total written annual premium, excluding acquisition expenses payable to agents, for FNU’s managing general agent services; 3.6% of Monarch’s total earned annual premium for FNU’s claims administration services; and a per-policy administrative fee of $25 for each policy underwritten for Monarch.  The Company also receives an annual expense reimbursement for accounting and related services.



·

MNIC, MNHC and Monarch Delaware (collectively, the “Monarch Entities”) entered into an Investment Management Agreement (the “Monarch Investment Agreement”) with Crosswinds AUM LLC, a wholly owned subsidiary of Crosswinds (“Crosswinds AUM”), pursuant to which Crosswinds AUM manages the investment portfolios of the Monarch Entities.  The management fee, on an annual basis, is 0.75% of assets under management up to $100  million ; 0.50% of assets under management of more than $100  million but less than $200  million ; and 0.30% of assets under management of more than $200  million .



·

MNIC also entered into a Reinsurance Capacity Right of First Refusal Agreement with TransRe, pursuant to which TransRe has a right of first refusal for all quota share and excess of loss reinsurance that Monarch Insurance deems necessary in its sole discretion for so long as TransRe remains a member of Monarch Delaware or the MNHC debt remains outstanding.  Pursuant to this agreement, TransRe has the right to provide, at market rates and terms, a maximum of 15% of any reinsurance coverage obtained by Monarch Delaware in any individual reinsurance contract.



·

The Compa ny’s Chi ef Executive Officer and Chief Accounting Officer hold th eir respective positions with Monarch Entities while they remain employed by the Company.



The Monarch Entities are consolidated as a variable interest entity (“VIE”) in the accompanying unaudited consolidated financial statements included in Part I, Item 1 of this Form 10-Q.





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Overview of Insurance Lines of Business



Homeowners’ Property and Casualty Insurance



FNIC and MNIC underwrite homeowners’ insurance in Florida and FNIC also underwrites insurance in Alabama, Texas, Louisiana and South Carolina. Homeowners’ insurance generally protects an owner of real and personal property against covered causes of loss to that property. The Florida homeowners’ policies in-force totaled 278 , 962 and 2 6 7 , 909   at June 30, 2017 and 2016 , respectively.



Our homeowners’ insurance products provide maximum dwelling coverage in the amount of approximately $ 4.0  million , with the aggregate maximum policy limit being approximately $6. 0  million . We currently offer dwelling coverage “A” up to $4.0  million with an aggregate total insured value of $6.5  million .   We review these subject limits on an annual basis. The typical deductible is either $2,500 or $1,000 for non-hurricane-related claims and generally 2% of the coverage amount for the structure for hurricane-related claims.



Premium rates charged to our homeowners’ insurance policyholders are continually evaluated to assure that they meet the expectation that they are actuarially sound and produce a reasonable level of profit (neither excessive, inadequate or discriminatory). Premium rates in Florida and other states are regulated and approved by the respective states’ office of insurance regulation. In 2016, FNIC applied for and was approved by the Florida OIR for a statewide average rate increase of 5.6% for Florida homeowners multiple-peril insurance policies, which became effective for new and renewal policies on August  1, 2016. F NIC applied for and was approved by the Florida OIR for a statewide average rate in crease of 9 . 9 % for Florida homeowners multiple-peril insurance policies, which became effective for new and renewal policies on A ugust 1, 201 7. MNIC applied for and was approved by the Florida OIR for a rate decrease of 11.9% for Florida homeowners multiple-peril insurance policies, which became effective for new and renewal policies on April  15, 2016. As of the date of this Report, the Company has applied with the Florida OIR for a 2017 statewide average rate increase of 2.8% for MNIC for Florida homeowners’ policies .   Th is rate change is currently awaiting approval from the Florida OIR and is subject to change based on their assessment. We continue to monitor and seek appropriate adjustment to our rates in order to remain competitive and profitable .



Other Lines of Business



Personal Automobile:   Nonstandard personal automobile insurance is principally provided to insureds that are unable to obtain standard insurance coverage because of their driving record, age, vehicle type or other factors, including market conditions. We market this through licensed general agents in their respective territories.



Commercial General Liability : We underwrite for approximately 380 classes of skilled craft workers (excluding homebuilders and developers) and mercantile trades (such as owners, landlords and tenants). The limits of liability range from $100,000 per occurrence with a $200,000 policy aggregate to $1.0  million per occurrence with a $2.0  million policy aggregate. We market the commercial general liability insurance products through independent agents .  



Flood:    FNIC writes flood insurance through the National Flood Insurance Program (“NFIP”). We write the policy for the NFIP, which assumes 100% of the flood risk while we retain a commission for our service.



See the discussion in Item 1: “Business” in our 2016 Form 10-K for additional information with respect to our business.



Regulation



All insurance companies must file quarterly and annual statements with certain regulatory agencies and are subject to regular and special examinations by those agencies. We may be the subject of additional special examinations or analysis. These examinations or analysis may result in one or more corrective orders being issued by the Florida OIR. The Florida OIR has completed their regularly scheduled statutory examination of FNIC for the five years ended December   31, 2015 and of MNIC for the period of March 17, 2015 (inception) through December 31, 2015 . T here we re no material findings by the Florida OIR in connection with th ese examination s .   Additionally, MNIC is currently under statutory examination by the Florida OIR for the year ended December 31, 2016.

 

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Table of Contents

 

RESULTS OF OPERATIONS



Operating Results Overview - Three Months Ended June 30, 2017 Compared with Three Months Ended June 30, 2016



The following overview does not address all of the matters covered in the other sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations or contain all of the information that may be important to our shareholders or the investing public. This overview should be read in conjunction with the other sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations.



The following table summarizes our unaudited results of operations for the three months ended June 30, 2017 and 2016 :





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

Three Months Ended



 

June 30,



 

2017

 

% Change

 

2016



 

(Dollars in thousands)

Revenue:

 

 

 

 

 

 

 

 

Gross premiums written

 

$

168,692 

 

(1.5)%

 

$

171,218 

Gross premiums earned

 

 

150,563 

 

9.6% 

 

 

137,334 

Ceded premiums

 

 

(67,404)

 

(12.8)%

 

 

(77,289)

Net premiums earned

 

 

83,159 

 

38.5% 

 

 

60,045 

Net investment income

 

 

2,560 

 

16.7% 

 

 

2,194 

Net realized investment gains

 

 

2,648 

 

100.0% 

 

 

Direct written policy fees

 

 

4,486 

 

(8.9)%

 

 

4,925 

Other income

 

 

4,710 

 

(1.4)%

 

 

4,778 

Total revenue

 

 

97,563 

 

35.6% 

 

 

71,949 



 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

 

54,956 

 

12.2% 

 

 

48,983 

Commissions and other underwriting expenses

 

 

30,197 

 

89.1% 

 

 

15,971 

General and administrative expenses

 

 

5,076 

 

(0.2)%

 

 

5,086 

Interest expense

 

 

82 

 

(12.8)%

 

 

94 

Total costs and expenses

 

 

90,311 

 

28.8% 

 

 

70,134 



 

 

 

 

 

 

 

 

Income before income taxes

 

 

7,252 

 

299.6% 

 

 

1,815 

Income taxes

 

 

2,635 

 

278.0% 

 

 

697 

Net income

 

 

4,617 

 

313.0% 

 

 

1,118 

Net (loss) income attributable to noncontrolling interest

 

 

(328)

 

(358.3)%

 

 

127 

Net income attributable to FNHC shareholders

 

$

4,945 

 

399.0% 

 

$

991 



 

 

 

 

 

 

 

 

Ratios to net premiums earned:

 

 

 

 

 

 

 

 

Net loss ratio (1)

 

 

66.1% 

 

 

 

 

81.6% 

Net expense ratio (2)

 

 

42.4% 

 

 

 

 

35.1% 

Combined ratio (3)

 

 

108.5% 

 

 

 

 

116.6% 



(1)

The net loss ratio is calculated as losses and LAE divided by net premiums earned.

(2)

The net expense ratio is calculated as all operating expenses less interest expense divided by net premiums earned.

(3)

The net combined ratio is calculated as the sum of losses and LAE and all operating expenses less interest expense divided by net premiums earned.

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Table of Contents

 

The following table summarizes our unaudited results of operations for the three months ended June 30, 2017 and 2016 by line of business. Although we conduct our operations under a single reportable segment, we have provided line of business information as we believe it is useful to our shareholders and the investing public. The “Homeowners” line of business consists of our homeowners and fire property and casualty insurance business. The “Automobile” line of business consists of our nonstandard personal automobile insurance business. The “Other” line of business primarily consists of our commercial general liability and federal flood businesses, along with corporate and investment operations.









 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Three Months Ended June 30,



2017

 

2016



Homeowners

 

Automobile

 

Other

 

Consolidated

 

Homeowners

 

Automobile

 

Other

 

Consolidated



(in thousands)

Revenue:

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

$

151,626 

 

$

10,622 

 

$

6,444 

 

$

168,692 

 

$

145,648 

 

$

18,996 

 

$

6,574 

 

$

171,218 

Gross premiums earned

 

130,062 

 

 

14,760 

 

 

5,741 

 

 

150,563 

 

 

118,422 

 

 

13,283 

 

 

5,629 

 

 

137,334 

Ceded premiums

 

(55,104)

 

 

(9,536)

 

 

(2,764)

 

 

(67,404)

 

 

(64,394)

 

 

(10,531)

 

 

(2,364)

 

 

(77,289)

Net premiums earned

 

74,958 

 

 

5,224 

 

 

2,977 

 

 

83,159 

 

 

54,028 

 

 

2,752 

 

 

3,265 

 

 

60,045 

Net investment income

 

 —

 

 

 —

 

 

2,560 

 

 

2,560 

 

 

 —

 

 

 —

 

 

2,194 

 

 

2,194 

Net realized investment gains

 

 —

 

 

 —

 

 

2,648 

 

 

2,648 

 

 

 —

 

 

 —

 

 

 

 

Direct written policy fees

 

2,559 

 

 

1,767 

 

 

160 

 

 

4,486 

 

 

2,398 

 

 

2,356 

 

 

171 

 

 

4,925 

Other income

 

2,753 

 

 

970 

 

 

987 

 

 

4,710 

 

 

2,092 

 

 

1,889 

 

 

797 

 

 

4,778 

Total revenue

 

80,270 

 

 

7,961 

 

 

9,332 

 

 

97,563 

 

 

58,518 

 

 

6,997 

 

 

6,434 

 

 

71,949 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

49,095 

 

 

7,086 

 

 

(1,225)

 

 

54,956 

 

 

43,478 

 

 

2,203 

 

 

3,302 

 

 

48,983 

Commissions and other underwriting expenses

 

25,741 

 

 

3,217 

 

 

1,239 

 

 

30,197 

 

 

12,830 

 

 

2,008 

 

 

1,133 

 

 

15,971 

General and administrative expenses

 

3,883 

 

 

175 

 

 

1,018 

 

 

5,076 

 

 

3,900 

 

 

150 

 

 

1,036 

 

 

5,086 

Interest expense

 

82 

 

 

 —

 

 

 —

 

 

82 

 

 

94 

 

 

 —

 

 

 —

 

 

94 

Total costs and expenses

 

78,801 

 

 

10,478 

 

 

1,032 

 

 

90,311 

 

 

60,302 

 

 

4,361 

 

 

5,471 

 

 

70,134 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

1,469 

 

 

(2,517)

 

 

8,300 

 

 

7,252 

 

 

(1,784)

 

 

2,636 

 

 

963 

 

 

1,815 

Income taxes

 

567 

 

 

(970)

 

 

3,038 

 

 

2,635 

 

 

(688)

 

 

1,016 

 

 

369 

 

 

697 

Net income

 

902 

 

 

(1,547)

 

 

5,262 

 

 

4,617 

 

 

(1,096)

 

 

1,620 

 

 

594 

 

 

1,118 

Net (loss) income attributable to
  noncontrolling interest

 

(328)

 

 

 —

 

 

 —

 

 

(328)

 

 

127 

 

 

 —

 

 

 —

 

 

127 

Net income attributable to
  FNHC shareholders

$

1,230 

 

$

(1,547)

 

$

5,262 

 

$

4,945 

 

$

(1,223)

 

$

1,620 

 

$

594 

 

$

991 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to net premiums earned:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss ratio (1)

 

65.5% 

 

 

135.6% 

 

 

(41.1)%

 

 

66.1% 

 

 

80.5% 

 

 

80.1% 

 

 

101.1% 

 

 

81.6% 

Net expense ratio (2)

 

39.5% 

 

 

64.9% 

 

 

 

 

 

42.4% 

 

 

31.0% 

 

 

78.4% 

 

 

 

 

 

35.1% 

Combined ratio

 

105.0% 

 

 

200.6% 

 

 

 

 

 

108.5% 

 

 

111.4% 

 

 

158.5% 

 

 

 

 

 

116.6% 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 





Revenue



Total revenue for the three months ended June 30, 2017 of $ 97.6  million increased $ 25.6  million, or 3 5.6 %, compared to total revenue of $7 1.9  million for the same period in 2016.



Gross Premiums Written



The following table represents the gross premiums written detail by line of business for the three months ended June 30, 2017 and 2016:







 

 

 

 

 

 



 

 

 

 

 

 



 

Three Months Ended



 

June 30,



 

2017

 

2016



 

(Dollars in thousands)

Gross premiums written:

 

 

 

 

 

 

Homeowners/Fire Florida

 

$

136,811 

 

$

136,395 

Homeowners/Fire non-Florida

 

 

14,815 

 

 

9,253 

Automobile

 

 

10,622 

 

 

18,996 

Commercial general liability

 

 

2,926 

 

 

3,571 

Federal flood

 

 

3,518 

 

 

3,003 

Total gross premiums written

 

$

168,692 

 

$

171,218 



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Table of Contents

 

Gross written premiums decreased $2.5 million, or 1.5%, to $168.7 million in the quarter, compared with $171.2 million for the same three-month period last year. The decrease was driven by Automobile, which decreased $8.4 million, offset by Homeowners increasing $6.0 million.  The Automobile decrease was related to moving two of our programs into run-off during the second half of 2016, thus reducing the premiums being written this quarter.  Homeowners’ non-Florida continues to have significant growth in 2017, specifically in Louisiana and Texas, with Texas beginning to write policies in the first quarter of 2017.  Homeowners’ Florida written premiums this quarter, which include the 5.6% rate increase that became effective August 1, 2016, was in line with the same period last year .



Gross Premiums Earned



The following table represents the gross premiums earned detail by line of business for the three months ended June 30, 2017 and 2016:







 

 

 

 

 

 



 

 

 

 

 

 



 

Three Months Ended



 

June 30,



 

2017

 

2016



 

(Dollars in thousands)

Gross premiums earned:

 

 

 

 

 

 

Homeowners/Fire Florida

 

$

119,832 

 

$

111,637 

Homeowners/Fire non-Florida

 

 

10,230 

 

 

6,785 

Automobile

 

 

14,760 

 

 

13,283 

Commercial general liability

 

 

3,140 

 

 

3,444 

Federal flood

 

 

2,601 

 

 

2,185 

Total gross premiums earned

 

$

150,563 

 

$

137,334 



Gross premiums earned increased $13.2 million, or 9.6%, to $150.6 million, driven primarily by growth in Homeowners spanning all states, and to a lesser extent by growth in Automobile .



Ceded Premiums Earned



Ceded premiums earned decreased $9.9 million, or 12.8%, to $67.4 million in the quarter, compared with the same three-month period last year.  The decrease in ceded premiums earned was driven primarily by the expiration of the 30% Florida-only property quota share treaty, which ended on July 1, 2016.  The effect of this expiration was partially offset by additional excess-of-loss reinsurance costs purchased for the 2016-2017 reinsurance programs, which became effective on June 1, 2016 and July 1, 2016.  Additionally, in Automobile, ceded premiums as a percentage of gross premiums earned decreased to 65% this quarter compared with 79% in the same period last year.  This decrease is the result of one of our auto programs exceeding the premium limit in the related reinsurance treaty.  This program was terminated effective July 1, 2017 .  



Net Investment Income



Net investment income increased $0.4 million, or 16.7%, to $2.6 million during the three months ended June 30, 2017, compared to $2.2 million during the three months ended June 30, 2016.  This increase was primarily driven by growth in our fixed income portfolio. In addition, the yield on our fixed income portfolio was 2.9% for the three months ended June 30, 2017, up from 2.5% for the same period in the prior year.  The increase in yield was the result of portfolio repositioning during the first quarter of 2017, particularly the sale of tax-free municipal bonds, the proceeds of which were reinvested in taxable municipal and corporate fixed income securities with higher coupon rates.  A portion of the increase in net investment income will be offset by higher federal income taxes, given that going forward a lower percentage of our investment income originates from tax-free securities. 



Net Realized Investment Gains



Net realized investment gains were $2.6 million for the three months ended June 30, 2017, compared to less than $0.1 million in the prior year period.  This increase was driven by a redistribution of a portion of our equity portfolio between our investment managers during the second quarter of 2017 .



-   32   -


 

Table of Contents

 

Direct Written Policy Fees



Direct written policy fees decreased by $0.4 million, or 8.9%, to $4.5 million for the three months ended June 30, 2017, compared with $4.9 million in the same period in 2016. The decrease in direct written policy fees is correlated to the decrease in gross written premiums overall and specifically in our personal automobile line of business as compared to the same period in 2016.



These fees are generated when the Company writes a policy and the fee varies from state to state and by line of business. Policy fees generated by the managing general agent are earned by the Company. All other policy fees are collected by us and passed through to the general agent as acquisition costs and recognized in commissions and other underwriting expenses .



Other Income



The following table represents the other income detail as follows:







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

Three Months Ended



 

June 30,



 

2017

 

% Change

 

2016



 

(Dollars in thousands)

Other income:

 

 

 

 

 

 

 

 

Commission income

 

$

1,801 

 

(30.6)%

 

$

2,594 

Brokerage

 

 

2,390 

 

46.4% 

 

 

1,633 

Finance

 

 

519 

 

(5.8)%

 

 

551 

Total other income

 

$

4,710 

 

(1.4)%

 

$

4,778 



Commission income decreased $0.8 million to $1.8 million for the current quarter, compared with $2.6 million in the prior year period.  The decrease was primarily the result of a profitability management decision to move from 12-month term Automobile policies to 6-month policy terms in one of our largest programs enabling rate increases to take effect more quickly.  Increases in other income in Homeowners and Other largely offset the decline from Automobile .



The increase in  brokerage  revenue is driven by the increase in our homeowners reinsurance program, the type of reinsurance purchased and the commissions paid on these reinsurance agreements in the second quarter of 2017 as compared to the second quarter of 2016.



Expenses



Losses and Loss Adjustment Expenses



Losses and loss adjustment expenses (“LAE”) increased $6.0 million, or 12.2%, to $55.0 million for the three months ended June 30, 2017, compared with $49.0 million for the same three-month period last year.  Losses and LAE includes reported claims, whether paid or unpaid, as well as the provision of reserves for estimated reported claims.  Approximately $5 million of the increase in losses and LAE represents a volume variance driven strictly by growth in premiums in the second quarter of 2017 compared with the second quarter of 2016.  Losses were also impacted by claims, net of reinsurance of $2.8 million related to rainstorms, tornados, and other severe weather events during the quarter in the states of Florida, Louisiana and Texas.  Additionally, the Company experienced adverse development, net of reinsurance, of $3.1 million in Automobile and Homeowners. These increased losses were lower than the elevated level of losses in the second quarter of 2016 related to Homeowners’ adverse development and the impact of severe weather events, such as Tropical Storm Colin.  The remainder of the quarter-over-quarter variance is related to lower ceded losses in the 2017 quarter as a result of the expiration of the 30% Florida-only property quota share treaty.



During the quarter, we reclassified $3.5 million of net reserves related to our commercial general liability business, which resides in the Other line of business, to Homeowners.  This movement was a direct result of reassessing our reserves at a line of business level.  Previously, we assessed the adequacy of our loss reserves on a consolidated company basis.  This reclassification had no impact on net income on a consolidated basis and no impact to the overall consolidated net loss reserves.





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Table of Contents

 

Commissions and Other Underwriting Expenses



The following table represents the commissions and other underwriting expenses detail for the three months ended June 30, 2017 and 2016:







 

 

 

 

 

 



 

 

 

 

 

 



 

Three Months Ended



 

June 30,



 

2017

 

2016



 

(Dollars in thousands)

Commissions and other underwriting expenses:

 

 

 

 

 

 

Homeowners/Fire Florida

 

$

14,407 

 

$

13,739 

All other lines of business

 

 

8,210 

 

 

7,027 

Ceded commissions

 

 

(4,633)

 

 

(14,366)

Total commissions and other fees

 

 

17,984 

 

 

6,400 

Salaries and wages

 

 

3,728 

 

 

2,711 

Other underwriting expenses

 

 

8,485 

 

 

6,860 

Commissions and other underwriting expenses

 

$

30,197 

 

$

15,971 



Commissions and other underwriting expenses increased $14.2 million, or 89.1%, to $30.2 million for the three months ended June 30, 2017, compared with $16.0 million for the three months ended June 30, 2016. The increase was the result of higher acquisition costs in support of the premium growth in Homeowners and the lower ceded commissions from the expiration of the 30% Florida-only property quota share treaty on July 1, 2016



Income Taxes



Income taxes increased $1.9 million, to $2.6 million for the three months ended June 30, 2017, compared with $0.7 million for the three months ended June 30, 2016. The change was due to an increase in taxable income.







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Table of Contents

 

Operating Results Overview - Six Months Ended June 30, 2017 Compared with Six Months Ended June 30, 2016



The following overview does not address all of the matters covered in the other sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations or contain all of the information that may be important to our shareholders or the investing public. This overview should be read in conjunction with the other sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations.



The following table summarizes our unaudited results of operations for the six months ended June 30, 2017 and 2016:







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

Six Months Ended



 

June 30,



 

2017

 

% Change

 

2016



 

(Dollars in thousands)

Revenue:

 

 

 

 

 

 

 

 

Gross premiums written

 

$

314,743 

 

2.4% 

 

$

307,242 

Gross premiums earned

 

 

298,541 

 

12.5% 

 

 

265,433 

Ceded premiums

 

 

(136,889)

 

(9.0)%

 

 

(150,391)

Net premiums earned

 

 

161,652 

 

40.5% 

 

 

115,042 

Net investment income

 

 

4,878 

 

15.2% 

 

 

4,234 

Net realized investment gains

 

 

2,543 

 

172.3% 

 

 

934 

Direct written policy fees

 

 

9,571 

 

4.9% 

 

 

9,127 

Other income

 

 

9,637 

 

9.2% 

 

 

8,828 

Total revenue

 

 

188,281 

 

36.3% 

 

 

138,165 



 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

Losses and LAE

 

 

108,722 

 

35.5% 

 

 

80,243 

Commissions and other underwriting expenses

 

 

57,336 

 

82.8% 

 

 

31,364 

General and administrative expenses

 

 

9,695 

 

5.8% 

 

 

9,167 

Interest expense

 

 

166 

 

(6.7)%

 

 

178 

Total costs and expenses

 

 

175,919 

 

45.4% 

 

 

120,952 



 

 

 

 

 

 

 

 

Income before income taxes

 

 

12,362 

 

(28.2)%

 

 

17,213 

Income taxes

 

 

4,573 

 

(29.6)%

 

 

6,492 

Net income

 

 

7,789 

 

(27.3)%

 

 

10,721 

Net (loss) income attributable to noncontrolling interest

 

 

(301)

 

(254.4)%

 

 

195 

Net income attributable to FNHC

 

$

8,090 

 

(23.1)%

 

$

10,526 



 

 

 

 

 

 

 

 

Ratios to net premiums earned:

 

 

 

 

 

 

 

 

Net loss ratio

 

 

67.3% 

 

 

 

 

69.8% 

Net expense ratio

 

 

41.5% 

 

 

 

 

35.2% 

Combined ratio

 

 

108.7% 

 

 

 

 

105.0% 





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The following table summarizes our unaudited results of operations for the six months ended June 30, 2017 and 2016 by line of business.







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Six Months Ended June 30,



2017

 

2016



Homeowners

 

Automobile

 

Other

 

Consolidated

 

Homeowners

 

Automobile

 

Other

 

Consolidated



 

(in thousands)

Revenue:

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

$

272,847 

 

$

29,913 

 

$

11,983 

 

$

314,743 

 

$

260,315 

 

$

34,685 

 

$

12,242 

 

$

307,242 

Gross premiums earned

 

256,706 

 

 

30,407 

 

 

11,428 

 

 

298,541 

 

 

231,824 

 

 

22,416 

 

 

11,193 

 

 

265,433 

Ceded premiums

 

(111,152)

 

 

(20,314)

 

 

(5,423)

 

 

(136,889)

 

 

(127,689)

 

 

(18,070)

 

 

(4,632)

 

 

(150,391)

Net premiums earned

 

145,554 

 

 

10,093 

 

 

6,005 

 

 

161,652 

 

 

104,135 

 

 

4,346 

 

 

6,561 

 

 

115,042 

Net investment income

 

 —

 

 

 —

 

 

4,878 

 

 

4,878 

 

 

 —

 

 

 —

 

 

4,234 

 

 

4,234 

Net realized investment gains

 

 —

 

 

 —

 

 

2,543 

 

 

2,543 

 

 

 —

 

 

 —

 

 

934 

 

 

934 

Direct written policy fees

 

4,629 

 

 

4,622 

 

 

320 

 

 

9,571 

 

 

4,288 

 

 

4,500 

 

 

339 

 

 

9,127 

Other income

 

5,485 

 

 

2,487 

 

 

1,665 

 

 

9,637 

 

 

3,908 

 

 

3,520 

 

 

1,400 

 

 

8,828 

Total revenue

 

155,668 

 

 

17,202 

 

 

15,411 

 

 

188,281 

 

 

112,331 

 

 

12,366 

 

 

13,468 

 

 

138,165 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

93,897 

 

 

13,512 

 

 

1,313 

 

 

108,722 

 

 

70,812 

 

 

3,729 

 

 

5,702 

 

 

80,243 

Commissions and other underwriting expenses

 

48,155 

 

 

6,695 

 

 

2,486 

 

 

57,336 

 

 

25,642 

 

 

3,399 

 

 

2,323 

 

 

31,364 

General and administrative expenses

 

7,373 

 

 

350 

 

 

1,972 

 

 

9,695 

 

 

7,094 

 

 

300 

 

 

1,773 

 

 

9,167 

Interest expense

 

166 

 

 

 —

 

 

 —

 

 

166 

 

 

178 

 

 

 —

 

 

 —

 

 

178 

Total costs and expenses

 

149,591 

 

 

20,557 

 

 

5,771 

 

 

175,919 

 

 

103,726 

 

 

7,428 

 

 

9,798 

 

 

120,952 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

6,077 

 

 

(3,355)

 

 

9,640 

 

 

12,362 

 

 

8,605 

 

 

4,938 

 

 

3,670 

 

 

17,213 

Income taxes

 

2,345 

 

 

(1,294)

 

 

3,522 

 

 

4,573 

 

 

3,320 

 

 

1,904 

 

 

1,268 

 

 

6,492 

Net income

 

3,732 

 

 

(2,061)

 

 

6,118 

 

 

7,789 

 

 

5,285 

 

 

3,034 

 

 

2,402 

 

 

10,721 

Net (loss) income attributable to
  noncontrolling interest

 

(301)

 

 

 —

 

 

 —

 

 

(301)

 

 

195 

 

 

 —

 

 

 —

 

 

195 

Net income attributable to
  FNHC shareholders

$

4,033 

 

$

(2,061)

 

$

6,118 

 

$

8,090 

 

$

5,090 

 

$

3,034 

 

$

2,402 

 

$

10,526 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to net premiums earned:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss ratio

 

64.5% 

 

 

133.9% 

 

 

21.9% 

 

 

67.3% 

 

 

68.0% 

 

 

85.8% 

 

 

86.9% 

 

 

69.8% 

Net expense ratio

 

38.1% 

 

 

69.8% 

 

 

 

 

 

41.5% 

 

 

31.4% 

 

 

85.1% 

 

 

 

 

 

35.2% 

Combined ratio

 

102.7% 

 

 

203.7% 

 

 

 

 

 

108.7% 

 

 

99.4% 

 

 

170.9% 

 

 

 

 

 

105.0% 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 





Revenue



Total revenue for the six months ended June 30, 2017 of $1 88 .3 million increased $ 50.1  million, or 3 6. 3%, compared to total revenue of $1 38.2  million in the same six-month period of 2016, due primarily to higher earned premiums and lower ceded premiums as described below.



Gross Premiums Written



The following table represents the gross premiums written detail by line of business for the six months ended June 30, 2017 and 2016:







 

 

 

 

 

 



 

 

 

 

 

 



 

Six Months Ended



 

June 30,



 

2017

 

2016



 

(Dollars in thousands)

Gross premiums written:

 

 

 

 

 

 

Homeowners/Fire Florida

 

$

247,664 

 

$

244,020 

Homeowners/Fire non-Florida

 

 

25,183 

 

 

16,295 

Automobile

 

 

29,913 

 

 

34,685 

Commercial general liability

 

 

6,222 

 

 

7,322 

Federal flood

 

 

5,761 

 

 

4,920 

Total gross premiums written

 

$

314,743 

 

$

307,242 



Gross written premiums increased $7.5 million, or 2.4%, to $314.7 million for the six months ended June 30, 2017, compared with $307.2 million for the same period last year. The increase predominantly ref lects market share growth in   Homeowners, which i ncreased $12.5 million, or 4.8%, to $27 2 . 8  million for the six months ended June 30, 2017, compared with $2 60.3  million for the same six-month period last year. Gross written premiums for our personal automobile line of business decreased by $4.8 million to $29.9 million for the six months ended June 30, 2017, compared to $34.7 million in the prior year period. The decrease in Automobile

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related to moving two of our programs into run-off during the second half of 2016, thus reducing the premiums being written in the first half of 2017.



Gross Premiums Earned



The following table represents the gross premiums earned detail by line of business for the six months ended June 30, 2017 and 2016:







 

 

 

 

 

 



 

 

 

 

 

 



 

Six Months Ended



 

June 30,



 

2017

 

2016



 

(Dollars in thousands)

Gross premiums earned:

 

 

 

 

 

 

Homeowners/Fire Florida

 

$

237,376 

 

$

219,185 

Homeowners/Fire non-Florida

 

 

19,330 

 

 

12,639 

Automobile

 

 

30,407 

 

 

22,416 

Commercial general liability

 

 

6,334 

 

 

6,921 

Federal flood

 

 

5,094 

 

 

4,272 

Total gross premiums earned

 

$

298,541 

 

$

265,433 



Gross premiums earned increased $33.2 million, or 12.5%, to $298.6 million for the six months ended June 30, 2017, compared with $265.4 million for the same period last year, driven by higher gross written premiums in H omeowners spanning all states and to a lesser extent by growth in Automobile.



Ceded Premiums Earned



Ceded premiums earned decreased by $13.5 million, or 9.0%, to $1 36.9  million for the six months ended June 30, 2017, compared with $1 50.4  million in the same period last year. This decrease was driven primarily by the expiration of the 30% Florida-only property quota share treaty, which ended on July 1, 2016.  The effect of this expiration was partially offset by additional excess-of-loss reinsurance costs purchased for the 2016-2017 reinsurance programs, which became effective on June 1, 2016 and July 1, 2016 .   Additionally, in Automobile, ceded premiums as a percentage of gross premiums earned decreased to 67% in the first half of 2017 compared with 81% in the same period last year.  This decrease is the result of one of our auto programs exceeding the premium limit in the related reinsurance treaty.  This program was terminated effective July 1, 2017.



Net Investment Income



Net investment income increased $0. 6 million, or 15.2%, to $4.9 million during the six months ended June 30, 2017, compared to $4.2 million during the six months ended June 30, 2016.  This increase was primarily driven by growth in our fixed income portfolio. In addition, the yield on our fixed income portfolio was 3.0% and 2.4% for the six months ended June 30, 2017 and 2016, respectively. The increase in yield was the result of portfolio repositioning during the first quarter of 2017, particularly the sale of tax-free municipal bonds, the proceeds of which were reinvested in taxable municipal and corporate fixed income securities with higher coupon rates.  A portion of the increase in net investment income will be offset by higher federal income taxes, given that going forward a lower percentage of our investment income originates from tax-free securities. 



Net Realized Investment Gains



Net realized investment gains increased $1.6 million, to $2.5 million for the six months ended June 30, 2017, compared to $0.9 million in the same period in 2016. This increase was driven by a redistribution of a portion of our equity portfolio between our investment managers during the first half of 2017.



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Other Income



Other income in creased $ 0.8  million, or 9.2 %, to $ 9.6  million for the six months ended June 30, 2017, compared with $ 8.8  million in the same period in 2016. The following table represents the other income detail as follows:







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

Six Months Ended



 

June 30,



 

2017

 

% Change

 

2016



 

(Dollars in thousands)

Other income:

 

 

 

 

 

 

 

 

Commission income

 

$

3,832 

 

(18.1)%

 

$

4,677 

Brokerage

 

 

4,708 

 

52.8% 

 

 

3,081 

Finance

 

 

1,097 

 

2.5% 

 

 

1,070 

Total other income

 

$

9,637 

 

9.2% 

 

$

8,828 



Commission income decreased $0.8 million to $3.8 million for the six months ended June 30, 2017, compared with $4.7 million in the prior year period.  The decrease was primarily the result of a profitability management decision to move from 12-month term Automobile policies to 6-month policy terms in one of our largest programs enabling rate increases to take effect more quickly.  Increases in other income in Homeowners and Other largely offset the decline from Automobile .



The increase in brokerage  revenue is driven by the increase in our homeowners reinsurance program, the type of reinsurance purchased and the commissions paid on these reinsurance agreements in the first half of 2017 as compared to the same period in 2016.



Expenses



Losses and Loss Adjustment Expenses



Losses and loss adjustment expenses (“LAE”) increased $28.5 million, or 35.5%, to $108.7 million for the six months ended June 30, 2017, compared with $80.2 million for the same six-month period last year.  Losses and LAE includes reported claims, whether paid or unpaid, as well as the provision of reserves for estimated reported claims.  Approximately $9 million of the increase in losses and LAE represents a volume variance driven strictly by growth in premiums in the first half of 2017 compared with the same period in 2016.  Losses were also impacted by claims, net of reinsurance of $7.6 million related to rainstorms, tornados, and other severe weather events during the period in the states of Florida, Louisiana and Texas.  Additionally, the Company experienced adverse development, net of reinsurance, of $3.3 million in Automobile and Homeowners. These increased losses were lower than the elevated level of losses in the first half of 2016 related to Homeowners’ adverse development and the impact of severe weather events.  The remainder of the variance is related to lower ceded losses in 2017 as a result of the expiration of the 30% Florida-only property quota share treaty, as noted above.



During the second quarter of 2017, we reclassified $3.5 million of net reserves related to our commercial general liability business, which resides in the Other line of business, to Homeowners.  This movement was a direct result of reassessing our reserves at a line of business level.  Previously, we assessed the adequacy of our loss reserves on a consolidated company basis.  This reclassification had no impact on net income on a consolidated basis and no impact to the overall consolidated net loss reserves.







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Commissions and Other Underwriting Expenses



The following table represents the commissions and other underwriting expenses detail for the six months ended June 30, 2017 and 2016:





 

 

 

 

 

 



 

 

 

 

 

 



 

Six Months Ended



 

June 30,



 

2017

 

2016



 

(Dollars in thousands)

Commissions and other underwriting expenses:

 

 

 

 

 

 

Homeowners/Fire Florida

 

$

28,464 

 

$

26,025 

All other lines of business

 

 

16,734 

 

 

13,022 

Ceded commissions

 

 

(9,696)

 

 

(27,788)

Total commissions and other fees

 

 

35,502 

 

 

11,259 

Salaries and wages

 

 

7,403 

 

 

6,809 

Other underwriting expenses

 

 

14,431 

 

 

13,296 

Commissions and other underwriting expenses

 

$

57,336 

 

$

31,364 



Commissions and other underwriting expenses increased $26. 0 million, or 8 2. 8 %, to $ 57.3 million for the six months ended June 30, 2017, compared with $ 31. 4   million for the six months ended June 30, 2016. The increase was the result of higher acquisition costs in support of the premium growth in Homeowners and the lower ceded commissions from the expiration of the 30% Florida-only property quota share treaty on July 1, 2016



General and Administrative Expenses



General and administrative expenses increased $0.5 million, or 5.8%, to $9.7 million for the six months ended June 30, 2017, compared with $9.2 million for the six months ended June 30, 2016. The increase is primarily driven by an increase in legal and professional fees, which includes audit, tax and actuarial fees.



Income Taxes



Income taxes decreased $1.9 million, or 29.6%, to $4.6 million for the six months ended June 30, 2017, compared with $6.5 million for the six months ended June 30, 2016. The change was due to a decrease in taxable income





 

LIQUIDITY AND CAPITAL RESOURCES



Our primary sources of funds are net premiums, investme nt income, commission income and fee income. Our primary uses of funds are the payment of claims and operating expenses. As of June 30, 2017 ,   the Company held $4 34.8  million in investments. Cash and cash equivalents increased $ 24 .9  million , to $ 99 .5  million as of June 30, 2017 , compared with $ 74.6  million as of December 31, 2016 . Total shareholders’ equity increased $ 1.9  million , to $2 39.8  million as of June 30, 2017 , compared with $237.9  million as of December 31, 2016 .  



Cash Flows Discussion



We believe that existing cash and investment balances, when combined with anticipated cash flows as noted below , will be adequate to meet our expected liquidity needs in both the short-term and the reasonably foreseeable future. We currently expect to continue declaring and paying dividends at comparable levels, subject to our future liquidity needs and reserve requirements. The Company also considers various opportunities, including common stock repurchases, to deploy its excess capital. Any future growth strategy may require external financing, and we may from time to time seek to obtain external financing. We cannot assure that additional sources of financing will be available to us on favorable terms, or at all, or that any such financing would not negatively impact our results of operations.



Operating Activities



Net cash provided by operating activities in creased to $ 5 7.0  million   in the six months ended June 30, 2017 from $ 53 .7  million in the same period in   2016 . This in crease primarily reflects   the increases in prepaid reinsurance premiums , reinsurance recoverable, and premiums receivable, partly offset by de crease s in loss and LAE reserves, unearned premiums, and reinsurance payables .  



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Investing Activities



Net cash used in investing activities of $ 2 1 .9  million in the six months ended June 30, 2017 related to purchases of investment securities of $1 8 2. 9  million, partly offset by sales, maturities and redemptions of our investment securities of $1 6 1 .4  million . Net cash used in investing activities of $ 22 . 5  million in the six months ended June 30, 2016 related to purchases of investment securities of $1 4 1 .3  million, partly offset by sales, maturities and redemptions of our investment securities of $ 1 19.7  million .



Financing Activities



Net cash used in financing activities for the six months ended June 30, 2017 of $ 10. 2  million , primarily reflects repurchases of our common stock of $ 8. 1  million and dividend payments of $ 2 .1  million ,   representing a dividend of $0.08 per share, per quarter, declared in each of March 2017 and November 2016 . Net cash used in financing activities of $ 4. 2  million for the six months ended June 30, 2016 ref lects dividend payments of $ 2.4  million and repurchases of our common stock of $ 2.4  million , partially offset by tax benefits related to share-based compensation of $ 0. 6  million .



Dividends and Common Stock Repurchases



In March 2017, our Board of Directors declared a $0.08 per common share dividend , paid in June 2017 ,   to shareholders of record on May 1, 2017, amounting to $1.1 million. In June 2017, our Board of Directors declared a $0.08 per common share dividend payable on September 1, 2017 to shareholders of record on August 1, 2017 .   Based on the number of shares of common stock outstanding as of June 30, 2017 , t he anticipated cash outflow would be $1. 1  million in the third   quarter of 201 7 . We currently expect to continue to declare and pay quarterly dividends of similar amounts.



In November 2016, our Board of Directors authorized a program to repurchase shares of common stock of FNHC, at such times and at prices as management determines advisable, up to an aggregate of $10.0  million through March  1, 2017.    In March 2017, our Board of Directors authorized an additional $10  million share buyback program to repurchase shares of common stock through March  31, 2018. This program may be modified, suspended or terminated by us at any time without notice . Common stock repurchases are conducted in the open market or under Rule 10b5-1 trading plans from time to time in its discretion, based on ongoing assessments of the Company’s capital needs, the market price of its common stock and general market conditions. The amount and timing of all repurchase transactions are contingent upon market conditions, applicable legal requirements and other factors.



During the first six months of 2017 , we repurchased 0. 5  million shares of common stock for $8.1  million , including commissions.



Impact of Inflation and Changing Prices



The consolidated financial statements and related data presented herein have been prepared in accordance with GAAP, which requires the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. Our primary assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or with the same magnitude as the inflationary effect on the cost of paying losses and LAE.



Insurance premiums are established before we know the amount of losses and LAE and the extent to which inflation may affect such expenses. Consequently, we attempt to anticipate the future impact of inflation when establishing rate levels. While we attempt to charge adequate premiums, we may be limited in raising premium levels for competitive and regulatory reasons. Inflation may also affect the market value of our investment portfolio and the investment rate of return. Any future economic changes that result in prolonged and increasing levels of inflation could cause increases in the dollar amount of incurred losses and LAE and thereby materially adversely affect future liability requirements.



Critical Accounting Policies



The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements.



We believe our most critical accounting estimates inherent in the preparation of our financial statements relate to : (i) fair value measurements of our investments, (ii) investments, (iii) premium and unearned premium calculation, (iv) reinsurance contracts, (v) the amount and recoverability of amortization of deferred acquisition costs (“DAC”), (vi) reserve for loss and LAE and (vii) income taxes.  The accounting estimates that result require the use of assumptions about certain matters that are highly uncertain at the time of

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estimation.  To the extent actual experience differs from the assumptions used, our financial condition, results of operations, and cash flows would be affected.



There have been no significant changes to our critical accounting estimates during the six months ended June 30, 2017 .  Refer to Part II, Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates” included in our 201 6 Form 10-K for a more complete description of our critical accounting estimates.

 

Ite m 3.  Quantitative and Qualitative Disclosures about Market Risk



Our investment objective is to maximize total rate of return after federal income taxes while maintaining liquidity and minimizing risk. Our current investment policy limits investment in non-investment-grade debt securities (including high-yield bonds), and limits total investments in preferred stock, common stock and mortgage notes receivable. We also comply with applicable laws and regulations that further restrict the type, quality and concentration of our investments. In general, these laws and regulations permit investments, within specified limits and subject to certain qualifications, in federal, state and municipal obligations, corporate bonds, preferred and common equity securities and real estate mortgages.



Our investment policy is established by the Board of Directors Investment Committee and is reviewed on a regular basis. Pursuant to this investment policy, as of June 30, 2017, approximately 90% of investments were in debt securities and cash and cash equivalents, which are considered to be either held until maturity or available-for-sale, based upon our estimates of required liquidity. Approximately 99% of the debt securities are considered available -for-sale and are marked to market. We may in the future consider additional debt securities to be held-to-maturity securities, which are carried at amortized cost. We do not use any swaps, options, futures or forward contracts to hedge or enhance our investment portfolio.



There have been no material changes to the Company’s exposures to market risks since December 31, 2016. Please refer to the 2016 Form 10-K for a complete discussion of the Company’s exposures to market risks.

 

Ite m 4.  Controls and Procedures



Disclosure Controls and Procedures



We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act 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 our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.



Our management, with the participation of our Chief Executive Officer and   Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as of June 30, 2017 . Based upon their evaluation, the Chief Executive Officer and   Chief Financial Officer concluded that our disclosure controls and procedures, as of June 30, 2017 , were effective to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.



Changes in Internal Control Over Financial Reporting



There were no changes during the six months ended June 30, 2017  t hat have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

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Part II: OT HER INFORMATION



Item 1.   Legal Proceedings



The Company is a party to a Co-Existence Agreement effective as of August  30, 2013 (the “Co-Existence Agreement”) with Federated Mutual Insurance Company (“Mutual”) pursuant to which the Company has agreed to certain restrictions on its use of the word “FEDERATED” without the word “NATIONAL” when referring to FNHC and Federated National Insurance Company.  In response to Mutual’s allegations that the Company’s use of the word “FED” as part of the Company’s federally registered “FEDNAT” trademark infringes on Mutual’s federal and common law trademark rights, which the Company disputes, on July 21, 2016, the Company filed a declaratory judgment action for non-infringement of trademark in the U.S. District Court for the Southern District of Florida.  Specifically, the Company seeks a declaration that its federally registered trademark "FEDNAT" does not infringe any alleged trademark rights of Mutual and that Mutual does not own any trademark rights to the name or mark "FED" in connection with insurance services outside of Owatonna, Minnesota.  On July 26, 2016, Mutual filed a demand for arbitration against the Company before the American Arbitration Association (“AAA”) alleging a breach of the Co-Existence Agreement.  On November  29, 2016, the U.S. District Court for the Southern District of Florida granted Mutual’s motion to compel arbitration of the Company’s declaratory judgment action for non-infringement of a trademark.  On February  3, 2017, the AAA granted the Company’s motion to terminate the arbitration for lack of jurisdiction based upon Mutual’s failure to comply with the Co-Existence Agreement’s regarding the selec tion of an arbitrator. An arbitrator has been selected. The Company nevertheless intends to vigorously defend against Mutual’s allegations, although there can be no assurances as to the outcome of this matter.

On March 2, 2017, the Company filed a complaint in Broward County, Florida court to enforce the terms of the restrictive covenants set forth in the Amended and Restated Non-Competition, Non-Disclosure and Non-Solicitation Agreement dated August 5, 2013, as amended, entered into between Peter J. Prygelski, III and the Company during Mr. Prygelski’s employment with the Company and set forth in the separation agreement he entered into in connection with his separation from the Company.  The Company believes that he accepted employment with a competitor in contravention of these restrictive covenants.  Mr. Prygelski sought to dismiss the case and compel arbitration, which was denied by the court.  The Company’s motion for preliminary (temporary) injunctive relief was also denied by the court. The parties have each filed claims in arbitration, which remain pending.  Because of the relatively early stage of this matter, there can be no assurances as to its outcome.  The Company has not recognized a gain contingency in its financial statements as of June 30, 2017 .  

Refer to Note 9 to our consolidated financial statements set forth in Part I, “Financial Statements” for further information about legal proceedings.



Ite m 1A.  Risk Factors



There have been no material changes from the risk factors previously disclosed in Part I, Item 1A, “Risk Factors , ” of the Company’s 2016   Form 10-K .  Please refer to that section for disclosures regarding what we believe are the most significant risks and uncertainties related to our business.



It em 2.   Unregistered Sales of Equity Securities and Use of Proceeds



Issuer Purchases of Equity Securities. The following table s set forth information with respect to purchases of shares of our common stock made during the quarter ended June 30, 2017 by or on behalf of FNHC. All purchases were made in the open market or under Rule 10b 5-1 of the Exchange Act.







 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

Total Number of

 

Approximate Dollar



 

Total Number

 

Average

 

Shares Purchased

 

Value of Shares That



 

of Shares

 

Price Paid

 

as Part of Publicly

 

May Yet Be Purchased



 

Repurchased

 

Per Share

 

Announced Plans

 

Under the Plans (1)

April 2017 (1)

 

239,673 

 

$

16.05 

 

239,673 

 

$

5,672,660 

May 2017

 

130,688 

 

$

15.54 

 

130,688 

 

$

3,641,968 

June 2017

 

20,562 

 

$

15.74 

 

20,562 

 

$

3,318,326 



 

 

 

 

 

 

 

 

 

 



(1)

In March 2017, our Board of Directors authorized an additional $10 million share buyback program to repurchase shares of comm on stock through March 31, 2018.  









-   42   -


 

It em 3.  Defaults upon Senior Securities



None.



It em 4.  Mine Safety Disclosures



Not applicable.



Ite m 5.  Other Information



None.

 

-   43   -


 

Ite m 6.  Exhibits





 

 

 

Exhibit No.

Description

3.1

Amended and Restated Articles of Incorporation, as amended, of Federated National Holding Company *

3.2

Amended and Restated Bylaws, as amended, of Federated National Holding Company *

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act *

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act *

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act*

32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act*

101.INS

XBRL Instance Document**

101.SCH

XBRL Taxonomy Extension Schema Document**

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document**

101.LAB

XBRL Taxonomy Extension Label Linkbase Document**

101.PRE

XBRLTaxonomy Extension Presentation Linkbase Document**



________________________


*   Filed herewith



** In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of Exchange Act, except as shall be expressly set forth by specific reference in such filing.



 

-   44   -


 

SIGNATUR ES



Pursuant to the requirements 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.





 

 

 

 

FEDERATED   NATIONAL   HOLDING   COMPANY

 

 

 

 

 

 

By:

/s/ Michael H. Braun

 

 

 

Michael H. Braun, Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Ronald Jordan

 

 

 

Ronald Jordan , Chief Financial Officer

 

 

 

(Principal Financial Officer)

 



Date: August 9 , 201 7

 

 

-   45   -


FLORIDA DEPARTMENT OF STATE

Division of Corporations



July 18, 2017



FEDERATED NATIONAL HOLDING COMPANY

PO BOX 407193

FT. LAUDERDALE, FL  33340 US





Re: Document Number S36299



The Articles of Amendment to the Articles of Incorporation of FEDERATED NATIONAL HOLDING COMPANY, a Florida corporation, were filed on July 17, 2017.



This document was electronically received and filed under FAX audit number H17000184971.



Should you have any questions regarding this matter, please telephone (850) 245-6050, the Amendment Filing Section.



Susan Tallent

Regulatory Specialist II

Division of Corporations                    Letter Number: 517A00014498











P.O BOX 6327  – Tallahassee, Flo ri da 32314




 

 

ARTICLES OF AMENDMENT

TO

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

FEDERATED NATIONAL HOLDING COMPANY

(Document No. S36299)



Pursuant to the provisions of Section 607.1006, Florida Statutes, FEDERATED NATIONAL HOLDING COMPANY, a Florida corporation (the “Company”), adopts the following Articles of Amendment to its Amended and Restated Articles of Incorporation:



FIRST:

Article V, Section E. of the Company’s Amended and Restated Articles of Incorporation is hereby amended to read in its entirety as follows:



“E.           Amendments.  Notwithstanding anything contained in these Articles of Incorporation to the contrary, this Article V shall not be altered, amended or repealed except by an affirmative vote of at least a majority of the outstanding shares of capital stock of the Company entitled to vote for the election of directors.”



SECOND:

Article VII of the Company’s Amended and Restated Articles of Incorporation is amended to read in its entirety as follows:



ARTICLE VII - SPECIAL MEETINGS OF SHAREHOLDERS



Except as otherwise required by law and subject to the rights of the holders of the Preferred Stock, special meetings of shareholders of the Company may be called only by (i) the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors, (ii) the Company's Chief Executive Officer or (iii) holders of record who hold, in the aggregate, a net long position (as defined in the Bylaws of the Company) in shares representing at least twenty-five percent (25%) of the outstanding shares of the Company (the “Requisite Percentage”) at the time the special meeting is called and who continue to hold such Requisite Percentage through the date of such special meeting of the shareholders of the Company, subject to and in compliance with the procedures and other requirements as provided in the Bylaws of the Company. Notwithstanding anything contained in these Amended and Restated Articles of Incorporation to the contrary, this Article VII shall not be altered, amended or repealed except by an affirmative vote of at least a majority of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose.”



THIRD:

Article VIII of the Company’s Amended and Restated Articles of Incorporation is amended to read in its entirety as follows:

 

ARTICLE VIII - NO SHAREHOLDER ACTION WITHOUT A MEETING


 

Any action required or permitted to be taken by the shareholders of the Company shall be taken at a duly called annual or special meeting of such holders and may not be taken by any consent in writing by such holders. Notwithstanding anything contained in these Amended and Restated Articles of Incorporation to the contrary, this Article VIII shall not be altered, amended or repealed except by an affirmative vote of at least a majority of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose.”



FOURTH:

Article X of the Company’s Amended and Restated Articles of Incorporation is amended to read in its entirety as follows:



ARTICLE X - BYLAWS



The Board of Directors shall have the power to adopt, amend or repeal the Bylaws or any part hereof. Certain provisions of the Bylaws, as stated therein, may not be altered, amended or repealed except by the affirmative vote of at least a majority of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose. Except for such provisions requiring a majority vote to alter, amend or repeal, the Bylaws may be altered, amended or repealed, and new bylaws may be adopted, by the shareholders upon the affirmative vote of at least a majority of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose.”



Notwithstanding anything contained in these Amended and Restated Articles of Incorporation to the contrary, this Article X shall not be altered, amended or repealed except by an affirmative vote of at least a majority of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose.”



FIFTH:

Except as hereby expressly amended, the Amended and Restated Articles of Incorporation of the Company shall remain the same.



SIXTH:

The foregoing amendment was approved by the shareholders of the Company on September 13, 2016.  The number of votes cast for the amendment was sufficient for approval.  There were no voting groups entitled to vote separately on the amendment.



IN WITNESS WHEREOF , the Company has caused these Articles of Amendment to be signed by a duly authorized officer of the Company on July 14, 2017.

 

 

/s/ Michael H. Braun

 

 

 

 

Name:

Michael H. Braun

 

 

 

 

Title:

Chief   Executive   Officer   &   President








 

State of Florida

Department of State



I certify the attached is a true and correct copy of the Articles of Incorporation, as amended to date, of FEDERATED NATIONAL HOLDING COMPANY, a corporation organized under the laws of the State of Florida, as shown by the records of this office.





The document number of this corporation is S36299.













 

 



Given under my hand and the

 



Great Seal of the State of Florida

 



at Tallahassee, the Capital, this the

 



Sixth day of August, 2014

 



 

 



 

 



/s/   Ken   Detzner

 



Ken Detzner

 



Secretary of State

 














 

ARTICLES OF INCORPORATION







 

 

FIRST :

The name of this corporation is:



21st Century Holding Company



 

 

SECOND :

This corporation is organized for the purpose of transacting any and all lawful business for which corporations may be formed under Chapter 607 of the Florida Statues.



 

 

THIRD :

This corporation is authorized to issue 10,000 shares of common stock, par value $1.00 per share.



 

 

FOURTH :

The name and address of the initial registered agent of this corporation is:



Edward J. Lawson

8970 Taft Street

Pembroke Pines, Florida 33024



 

 

FIFTH :

This corporation shall have four directors initially.  The number of directors may be increased or decreased from time to time as provided in the bylaws but shall never be less than one.  The names and addresses of the initial directors of this corporation are:



 

 



Paul A Leonard

Carla L Leonard



5735 S.W. 88th Avenue

5735 S.W. 88th Avenue



Cooper City, FL 33328

Cooper City, FL 33328



 

 



Edward J. Lawson

Michele V. Lawson



12731 N.W. 1 st Street

12731 N.W. 1 st Street



Plantation, FL 33325

Plantation, FL 33325



 

 

SIX TH :

The names and addresses of the incorporators of this corporation are::



 

 



Paul A Leonard

Carla L Leonard



5735 S.W. 88th Avenue

5735 S.W. 88th Avenue



Cooper City, FL 33328

Cooper City, FL 33328



 

 



Edward J. Lawson

Michele V. Lawson



12731 N.W. 1 st Street

12731 N.W. 1 st Street



Plantation, FL 33325

Plantation, FL 33325



 

SEVENTH :

This corporation reserves the right to amend or repeal any provision contained in these Articles of Incorporation, or in any amendment hereto, and any right conferred upon the shareholders is subject to this reservation.




 



EIGHTH :

The principal office of the corporation is:



8970 Taft Street

Pembroke Pines, Florida  33024



IN WITNESS WHEREOF, the undersigned uncorporators have signed these Articles of Incorporation this  6  day of MARCH , 1991 .







Incorporators:

 



 

 



/s/ Paul A. Leonard

 



Paul A. Leonard

 



 

 



/s/ Carla L. Leonard

 



Carla L. Leonard

 



 

 



/s/ Edward J. Lawson

 



Edward J. Lawson

 



 

 



/s/ Michele V. Lawson

 



Michele V. Lawson

 







STATE OF FLORIDA           )

                                                    )  ss

COUNTY OF BROWARD    )



Before me, a notary public authorized to take acknowledgements in the State and County seat above, personally appeard Paul A. Leonard, Carla L. Leonard, Edward J. Lawson and Michele V. Lawson, known to me and known by me to be the persons who executed the foregoing Articles of Incorporation, and acknowledged before me that they executed same.



IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, in the State and County aforesaid, this 6 th day of March , 1991.



PICTURE 1

Notary Public State of Florida My commission expires: NOTARY PUBLIC STATE OF FLORIDA MY COMMISSION EXP. APR.29,1992 BONDED THRU GENERAL INS. UND.





- 2 -


 

ACCEPTANCE OF APPOINTMENT OF REGISTERED AGENT



The undersigned hereby accepts the appointment as registered agent contained in the foregoing Articles of Incorporation, and to comply with the provisions of § 48.091 Florida Statutes.







/s/ Edward J. Lawson

 



Edward J. Lawson

 





- 3 -




 

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

21 st CENTURY HOLDING COMPANY





ARTICLE I - NAME



The name of the Company is 21 st CENTURY HOLDING COMPANY (hereinafter called the "Company").



ARTICLE II - MAILING ADDRESS



The current mailing address of the principal place of business of the Company is 4161 N.W. 5 th Street, Plantation, Florida 33317.



ARTICLE III - CAPITAL STOCK



The aggregate number of shares of all classes of capital stock which the Company shall have the authority to issue is 26,000,000, consisting of (i) 25,000,000 shares of common stock, par value $.01 per share (the "Common Stock"); and (ii) 1,000,000 shares of Preferred Stock, par value $.01 per share (the "Preferred Stock").



A.             Provisions Relating to the Common Stock.



1.            Voting Rights. Except as otherwise required by law or as may be provided by the resolutions of the Board of Directors authorizing the issuance of any class or series of the Preferred Stock, as herein provided, all rights to vote and all voting power shall be vested exclusively in the holders of the Common Stock with each share of Common Stock entitled to one vote.

 

2.            Dividends. Subject to the rights of the holders of the Preferred Stock, the holders of the Common Stock shall be entitled to receive when, as and if declared by the Board of Directors, out of funds legally available therefor, dividends and other distributions payable in cash, property, stock (including shares of any class or series of the Company, whether or not shares of such class or series are already outstanding) or otherwise.



THIS DOCUMENT PREPARED BY:

ALBERT DE CARDENAS, ESQUIRE

BROAD AND CASSEL

FL BAR NO. 102652

201 S. BISCAYNE BOULEVARD, SUITE 3000

MIAMI, FLORIDA 33131

(305) 373-9411


 

3.            Liquidating Distributions. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, and after the holders of the Preferred Stock shall have been paid in full the amounts to which they shall be entitled, if any, or a sum sufficient for such payment in full shall have been set aside, the remaining net assets of the Company, if any, shall be distributed pro rata to the holders of Common Stock in accordance with their respective rights and rests to the exclusion of the holders of Preferred Stock.

 

B.             Provisions Relating to Preferred Stock



1.            General. The Preferred Stock may be issued from time to time, in one or more classes or series, the shares of each class or series to have such designations powers, preferences and rights, and qualifications, limitations and restrictions thereof as are stated and expressed herein and in the resolution or resolutions providing for the issuance of such class or series adopted by the Board of Directors as hereinafter prescribed.



2.            Preferences. Subject to the rights of the holders of the Company's Common Stock, authority is hereby expressly granted to and vested in the Board of Directors to authorize the issuance of the Preferred Stock from time to time, in one or more classes or series, to determine and take necessary proceedings fully to effect the issuance conversion and redemption of any such Preferred Stock, and, with respect to each class or series of Preferred Stock, to fix and state by the resolution or resolutions from time to time adopted providing for the issuance thereof the following:

 

(a)         whether or not the class or series is to have voting rights, special or conditional, full or limited, or is to be without voting rights;



(b)         the number of shares to constitute the class or series and the designations thereof;



(c)         the preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to any class or series;



(d)         whether or not the shares of any class or series shall be redeemable and if redeemable the redemption price or prices, and the time or times at which and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;



(e)         whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and if such retirement or sinking fund or funds be established, the periodic amount thereof and the terms and provisions relative to the operation thereof;



(f)         the dividend rate, whether dividends are payable in cash, stock or other property of the Company, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of the dividends payable, on any other



2


 

class or classes or series of stock, whether or not such dividend shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate;



(g)         the preferences, if any, and the amounts thereof that the holders of any class or series thereof shall be entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Company;



(h)         whether or not the shares of any class or series shall be convertible into, or exchangeable for, the shares of any other class or classes or of any other series of the same or any other class or classes of the Company and the conversion price or prices or ratio or ratios or the rate or rates at which such conversion or exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and



(i)         such other special rights and protective provisions with respect to any class or series as the Board of Directors may deem advisable.



The shares of each class or series of the Preferred Stock may vary from the shares of any other class or series thereof in any or all of the foregoing respects. The Board of Directors may increase the number of shares of Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of the Preferred Stock not designated for any other class or series. The Board of Directors may decrease the number of shares of the Preferred Stock designated for any existing class or series by a resolution, subtracting from such series unissued shares of the Preferred Stock designated for such class, or series, and the shares so subtracted shall become authorized, unissued and undesignated shares of the Preferred Stock.



ARTICLE IV - REGISTERED AGENT



The street address of the Company's registered office is 201 South Biscayne Boulevard, Suite 3000, Miami, Florida 33131. The name of the Company's registered agent at that address is B&C Corporate Services, Inc.



ARTICLE V - BOARD OF DIRECTORS



A .            Number of Directors. The number of directors constituting the Company's Board of Directors shall not be less than three nor more than 15, and the exact number of Directors shall be fixed from time to time in the manner provided in the Company's Bylaws.

 

B .            Term of Office. The Board of Directors shall be divided into three classes, designated as Class I, Class II and Class III. The number of directors in each class shall be determined by the Board of Directors and shall consist of as nearly equal a number of directors as practicable. The term of the Class I directors initially shall expire at the next ensuing annual meeting of shareholders; the term of Class II directors initially shall expire at the annual meeting of shareholders held one year thereafter; and the term of Class III directors initially shall expire at the annual meeting of shareholders held one year thereafter. In the case of each class, the directors



3


 

shall serve until their respective successors are duly elected and qualified or until his or her earlier resignation, death, incapacity or removal from office. At each annual meeting of shareholders, directors of the respective class whose term expires shall be elected, and the directors chosen to succeed those whose terms shall have expired shall be elected to hold office for a term to expire at the third ensuing annual meeting of shareholders after their election, and until their respective successors are elected and qualified or until their earlier resignation, death, incapacity or removal from office.



C .            Vacancies. A director may resign at any time by giving written notice to the Company, the Board of Directors or the Chairman of the Board of Directors. Such resignation shall take effect when the notice is delivered unless the notice specifies a later effective date, in which event the Board of Directors may fill the pending vacancy before the effective date if they provide that the successor does not take office until the effective date. Any vacancy occurring in the Board of Directors due to death, resignation, retirement, disqualification, removal and any directorship to be filled by reason of an increase in the size of the Board of Directors shall be filled by the affirmative vote of a majority of the current directors though less than a quorum of the Board of Directors, or may be filled by an election at an annual or special meeting of the shareholders called for that purpose, unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, or until the next election of one or more directors by shareholders if the vacancy is caused by an increase in the number of directors.



D .            Removal. A director may be removed from office prior to the expiration of his or her term: (i) only for cause; and (ii) only upon the affirmative vote of at least two-thirds of outstanding shares of capital stock of the Company entitled to vote for the election of directors.



E .            Amendments.   Notwithstanding anything contained in these Articles of   Incorporation to the contrary, this Article V shall not be altered, amended or repealed except by an affirmative vote of at least two-thirds of the outstanding shares of capital stock of the Company entitled to vote for the election of directors.



ARTICLE V I - LIMITATION ON DIRECTOR LIABILITY



A director shall not be personally liable to the Company or the holders of shares of capital stock for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the duty of loyalty of such director to the Company or such holders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 607.0831 of the Florida Business Company Act (the "FBCA"), or (iv) for any transaction from which such director derives an improper personal benefit. This Article VI shall be read to authorize the limitation of liability to the fullest extent permitted under Florida law. If the FBCA is hereafter amended to authorize the further or broader elimination or limitation of the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the FBCA, as so amended. No repeal or modification of this Article VI shall adversely affect any right of or protection afforded to a director of the Company existing immediately prior to such repeal or modification.



4


 

ARTICLE V II - SPECIAL MEETINGS OF SHAREHOLDERS



Except as otherwise required by law and subject to the rights of the holders of the Preferred Stock, special meetings of shareholders of the Company may be called only by (i) the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors, (ii) the Company's Chief Executive Officer or (iii) the holders of at least one-third of the outstanding shares of capital stock of the Company. Notwithstanding anything contained in these Amended and Restated Articles of Incorporation to the contrary, this Article VII shall not be altered, amended or repealed except by an affirmative vote of at least two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose.



ARTICLE VI II - NO SHAREHOLDER ACTION WITHOUT A MEETING



Any action required or permitted to be taken by the shareholders of the Company shall be taken at a duly called annual or special meeting of such holders and may not be taken by any consent in writing by such holders. Notwithstanding anything contained in these Amended and Restated Articles of Incorporation to the contrary, this Article VIII shall not be altered, amended or repealed except by an affirmative vote of at least two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose.



ARTICLE IX - INDEMNIFICATION



The Company shall indemnify and advance expenses to, and may purchase and maintain insurance on behalf of its officers and directors to the fullest extent permitted by law as now or hereafter in effect. Without limiting the generality of the foregoing, the Company's Bylaws (the "Bylaws") may provide for indemnification and advancement of expenses to officers, directors, employees and agents on such terms and conditions as the Board of Directors may from time to time deem appropriate or advisable.



ARTICLE X - BYLAWS



The Board of Directors shall have the power to adopt, amend or repeal the Bylaws or any part hereof. Certain provisions of the Bylaws, as stated therein, may not be altered, amended or repealed except by the affirmative vote of at least two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose. Except for such provisions requiring a two-thirds vote to alter, amend or repeal, the Bylaws may be altered, amended or repealed, and new bylaws may be adopted, by the shareholders upon the affirmative vote of at least a majority of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose.



Notwithstanding anything contained in these Amended and Restated Articles of Incorporation to the contrary, this Article X shall not be altered, amended or repealed except by an affirmative vote of at least two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose.



5


 

ARTICLE X I - AMENDMENT



Except as provided herein, these Amended and Restated Articles of Incorporation may be altered, amended or repealed by the shareholders of the Company in accordance with Florida law.

 

IN WITNESS WHEREOF, the undersigned, for the purpose of amending and restating the Company's Article of Incorporation pursuant to laws of the State of Florida, has executed these Amended and Restated Articles of Incorporation as of August 28, 1998.

 

 

21 ST   CENTURY   HOLDING   COMPANY,   a   Florida
corporation

 

 

 

 

By:

/s/    Edward   J.   Lawson

 

 

Edward   J.   Lawson,   President   and  

Chief   Executive   Officer

 

6


 

21 ST CENTURY HOLDING COMPANY

Officer's Certificate

 

I, Edward J. Lawson, the duly elected, qualified and acting President of 21 ST CENTURY HOLDING COMPANY, a Florida corporation (the "Corporation"), do hereby certify that the attached Amended and Restated Articles of Incorporation of the Corporation were adopted by the shareholders on August 28, 1998, with a sufficient number of votes cast for the approval of the amendments.

 

IN WITNESS WHEREOF , I have executed this Certificate as of November 4, 1998.

 

 

/s/  Edward J. Lawson

 

Edward J. Lawson, President

 

 

7






 

ACCEPTANCE OF APPOINTMENT



OF



REGISTERED AGENT



I hereby accept the appointment as registered agent contained in the foregoing Amended and Restated Articles of Incorporation of 21 st Century Holding Company and state that I am familiar with and accept the obligations of Section 607.0505 of the Florida Business Corporation Act.







B & C CORPORATE SERVICES, INC.

 



 

 

 



 

 

 



By:  

/s/ Anna Salgado

 



 

Anna Salgado, Vice President

 




 

ARTICLES OF AMENDMENT

TO

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

21 ST CENTURY HOLDING COMPANY

(Document No. S36299)

 

Pursuant to the provisions of Section 607.1006, Florida Statutes, 21 ST CENTURY HOLDING COMPANY, a Florida corporation (the “Company”), adopts the following Articles of Amendment to its Amended and Restated Articles of Incorporation:

 

FIRST:

Article I of the Company’s Amended and Restated Articles of Incorporation is hereby amended to read in its entirety as follows:



ARTICLE I - NAME



The name of the Company is FEDERATED NATIONAL HOLDING COMPANY (hereinafter called the “Company”).”



SECOND:

Article II of the Company’s Amended and Restated Articles of Incorporation is amended to read in its entirety as follows:



ARTICLE II – MAILING ADDRESS



The current mailing address of the principal place of business of the Company is 14050 N.W. 14 th Street, Suite 180, Sunrise, Florida  33323.”





 

THIRD:

Except as hereby expressly amended, the Amended and Restated Articles of Incorporation of the Company shall remain the same.





FOURTH:

The foregoing amendment was approved by the shareholders of the Company on September 11, 2012.  The number of votes cast for the amendment was sufficient for approval.  There were no voting groups entitled to vote separately on the amendment.



IN WITNESS WHEREOF , the Company has caused these Articles of Amendment to be signed by a duly authorized officer of the Company on September 11 , 2012.





 

 



/s/ Michael H. Braun  



Name:  

Michael H. Braun 



Title:  

Chief   Executive   Officer   &   President  



 








AMENDMENT

TO THE

AMENDED AND RESTATED BYLAWS

OF

FEDERATED NATIONAL HOLDING COMPANY



Pursuant to Article X of the Amended and Restated Bylaws (the " Bylaws ") of Federated National Holding Company (the " Company "), the Bylaws are hereby amended as follows:



1.        Article II, Section 2 of the Bylaws is hereby deleted in its entirety and replaced as follows:



Section 2.       Special Meetings . Except as otherwise required by law and subject to the rights of the holders of the Preferred Stock, special meetings of shareholders of the Company may be called only by (i) the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors, (ii) the Company's Chief Executive Officer or (iii) holders of record who hold, in the aggregate, a net long position (as defined below) in shares representing at least twenty-five percent (25%) of the outstanding shares of the Company (the "Requisite Percentage") at the time the special meeting is called and who continue to hold such Requisite Percentage through the date of such special meeting of the shareholders of the Company, subject to and in compliance with the procedures and other requirements as provided herein. Special meetings of shareholders may be held at such time and date, and at such place, within or without the State of Florida, as shall be designated by the Board of Directors and set forth in the notice of meeting required pursuant to Section 3 of this Article. Notwithstanding anything contained in these Bylaws to the contrary, this Article II, Section 2 shall not be altered, amended or repealed except by an affirmative vote of at least a majority of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose. Only such business as is set forth in the notice of a special meeting may be transacted at such Special Meeting.



(a)       In order for a special meeting to be called upon shareholder request ("Shareholder Requested Special Meeting"), one or more requests for a special meeting (each, a "Special Meeting Request" and, collectively, the "Special Meeting Requests"), must be signed by Proposing Persons that have a combined Net Long Position of at least the Requisite Percentage. In determining whether a Shareholder Requested Special Meeting has been properly requested by Proposing Persons that have a combined Net Long Position of at least the Requisite Percentage, multiple Special Meeting Requests delivered to the Secretary will be considered together if (i) each Special Meeting Request generally identifies the same purpose or purposes of the Shareholder Requested Special Meeting and generally the same matters proposed to be acted on at such meeting (in each case as determined in good faith by the Board of Directors), and (ii) such Special Meeting Requests have been dated and delivered to the Secretary within thirty (30) days of the earliest dated Special Meeting Request. Additionally, the Special   Meeting Request(s) shall provide in reasonable   detail, the following:

 


 



(1)      As to each Proposing Person, (w) the name and address of such Proposing Person (including, if applicable, the name and address as they appear on the Company's books), (x) reasonable evidence demonstrating the Proposing Person's Net Long Position, (y) a representation   that such Proposing Person intends to hold a Net   Long Position of at least the Requisite Percentage through the date of the Shareholder Requested Special Meeting, and (z) an acknowledgment by the Proposing Person that any reduction in such Proposing Person's Net Long Position with respect to which a Special Meeting Request relates following the delivery of such Special Meeting Request to the Secretary shall constitute a revocation of such Special Meeting Request to the   extent such reduction results in such Proposing Person(s) no longer owning, together with all other deemed Proposing Persons pursuant to this clause at least the Requisite Percentage (provided that the change of any right to acquire capital share into such capital share will not be considered a reduction);



(2)      As to the purpose or purposes of the Shareholder Requested Special Meeting, a reasonably brief statement of the purpose or purposes of the Shareholder Requested Special Meeting, the matter(s) proposed to be acted on at the Shareholder Requested Special Meeting and the reasons for conducting such business at the Shareholder Requested Special Meeting, and the text of any proposal or business to be considered at the Shareholder Requested Special Meeting (including the text of any resolutions proposed to be considered and, in the event that such business includes a proposal to amend the Articles of Incorporation or Bylaws, the language of the proposed amendment); and



(3)      To the extent not duplicative of the information called for by Article   II, Section 2, the information as would be required by Article II, Section 10 of these Bylaws, including, without limitation, the information regarding any material interest of the Proposing Person in the matter(s) proposed to be acted on at the Shareholder Requested Special Meeting, all agreements,   arrangements or understanding between or among any Proposing Person and any other record holder or beneficial owner of shares of any class or series of capital share of the Company, and all information required by Article III, Section 13 with respect to director nominations.



(4)      For purposes of this Article II, Section 2, the following terms shall have the following meanings:



"Proposing Person" shall mean (x) each shareholder that is a beneficial owner or record owner that signs a Special Meeting Request pursuant to Article II, Section 2, (y) the beneficial owner or beneficial owners, if different, on whose behalf such Special Meeting Request is made, and (z) any other person with whom such shareholder or such beneficial owner (or any of their respective associates or other participants in such solicitation) is acting. For clarity, a shareholder may act as a Proposing Person under a voting arrangement or agreement or a proxy from another

2


 

person which affords the Proposing Person the right to vote or direct the vote of shares of common share of the Company held beneficially or of record by   such other person.



"Net Long Position" shall be determined with respect to each Proposing Person in accordance with the definition thereof set forth in Rule 14e-4 under the Securities Exchange Act of 1934 (the "Exchange Act"), provided that (x) for purposes of such definition, in determining such Proposing Person's "short position," the reference in such Rule to "the date the tender offer is first publicly announced or otherwise made known by the bidder to the holders of the security to be acquired" shall be the date of the relevant Special Meeting Request and the reference to the "highest tender offer price or stated amount of the consideration offered for the subject security" shall refer to the closing sales price of the Company's common share on the Nasdaq Share Market on such date (or, if such date is not a trading day, the next succeeding trading day) and (y) the net long position of such Proposing Person shall be reduced by the number of shares as to which such Proposing Person does not, or will not, have the right to vote or direct the vote at the special meeting of shareholders or as to which such Proposing Person has entered into any derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. Whether the Proposing Person has complied with the requirements of this definition shall be determined in good faith by the Board, which determination shall be conclusive and binding on the Company and the shareholders.



(b)      Notwithstanding   anything to the contrary in this Article II, Section 2:



(1)      The Secretary shall not accept, and shall consider ineffective,   a Special Meeting Request if (u) such Special Meeting Request does not comply with Article VII of the Company's Articles of Incorporation and these Bylaws, or relates to an item of business that is not a proper subject for shareholder action under applicable law, (v) the Special Meeting Request is received by the Company during the period commencing one hundred twenty (120) days prior to the first anniversary of the date of the immediately preceding annual meeting of shareholders and ending on the date of the final adjournment of the next annual meeting of shareholders, (w) an identical or substantially similar item (a "Similar Item") to that included in the Special Meeting Request was presented at any meeting of shareholders held within one (1) year prior to receipt by the Company of such Special Meeting Request, (x) a Similar Item, including the election or removal of directors, is already included in the Company's notice as an item of business to be brought before a meeting of the shareholders that has been called but not yet held, (y) such Special Meeting Request was made in a manner that involved a violation of Regulation   14A under the Exchange Act, or other applicable law or (z) such Special Meeting Request is presented by a shareholder that has violated the reporting requirements of Section 13 of the Exchange Act. For purposes hereof, a Similar Item will not include the proposal for an election or removal of one or more directors, unless such proposal was presented   at an annual meeting of the shareholders or special meeting of the

3


 

shareholders which was held within one hundred twenty (120) days of the Secretary's receipt of the Special Meeting Request.



(2)      Business transacted at any Shareholder Requested Special Meeting shall be limited to the purpose stated in the valid Special Meeting Request: provided however, that nothing shall prohibit the Board of Directors from submitting matters to the shareholders at any Shareholder Requested Special Meeting or other shareholder submitting nominations under Article III, Section 13 if such Shareholder Requested   Special Meeting includes the election of directors.



(3)      Any Proposing Person may revoke a Special Meeting Request by written revocation delivered to, or mailed and received by, the Secretary at any time prior to the date of the Shareholder Requested Special Meeting. In the event any revocation(s) are received by the Secretary after the Secretary's receipt of a valid Special Meeting Request(s) from Proposing Persons holding the Requisite Percentage or any Special Meeting Request is deemed to be revoked, and as a result of such revocation(s), there no longer are valid unrevoked Special Meeting Request(s)   from Proposing Persons holding the Requisite Percentage, the Board of Directors shall have the discretion to determine whether or not to proceed with the Shareholder Requested   Special Meeting.



(4)      Notwithstanding anything in these Bylaws to the contrary, the Secretary shall not be required to call a special meeting except in accordance with Article VIII of the Articles of Incorporation and this Article II, Section 2. In addition to the requirements of this Article II, Section 2, each Proposing Person shall comply with all requirements of applicable law, including all requirements of the Exchange Act, with respect to any Special Meeting Request .



(c)      In connection with a Shareholder Requested Special Meeting called in accordance with this Article II, Section 2, each Proposing Person that signed and delivered a Special Meeting Request shall further update and supplement the information previously provided to the Company in connection with such request, if necessary, so that the information provided or required to be provided in such request pursuant to this Article II, Section 2 shall be true and correct as of the record date for notice of the Shareholder Requested Special Meeting and as of the date that is ten (10) business days prior to the Shareholder Requested Special Meeting or any adjournment or postponement thereof. Such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Company not later than five (5) business days after the record date for notice of the special meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the special meeting or any adjournment or postponement thereof. As used herein, the term "business day" shall mean any day that is not a Saturday or Sunday or a day on which banks in the city of the Company's principal place of business are required or permitted to close.

4


 

(d)      The Secretary shall cause notice to be given to the shareholders entitled to vote, in accordance with the provisions of Article II of these Bylaws, that a Shareholder Requested Special Meeting will be held not more than one hundred twenty (120) days after receipt of a Special Meeting Request properly made in accordance with Article VIII of the Articles of Incorporation and these Bylaws.



2.        Article II, Section 9 of the Bylaws is hereby deleted in its entirety and replaced as follows:



Section 9.      No Shareholder Action Without a Meeting . Any action required or permitted to be taken by the shareholders of the Company shall be taken at a duly called annual or special meeting of such holders and may not be taken by any consent in writing by such holders. Notwithstanding anything contained in these Bylaws to the contrary, this Article II, Section 9 shall not be altered, amended or repealed except by an affirmative vote of at least a majority of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose.



3.        Article II, Section 10 of the Bylaws is hereby deleted in its entirety and replaced as follows:



Section 10.      Advance Notice of Shareholder Proposed Business at Annual Meeting . At an annual meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a shareholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the Company, not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, whichever first occurs. A shareholder's notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the shareholder proposing such business, (iii) the class and number of shares of the Company which are beneficially owned by the shareholder, and (iv) any material interest of the shareholder in such business.



Notwithstanding anything in the Bylaws to t he contrary, no business shall be

5


 

conducted at the annual meeting except in accordance with the procedures set forth in this Article II, Section 10; provided, however, that nothing in this Article II, Section 10, shall be deemed to preclude discussion by any shareholder of   any business properly brought before the annual meeting in accordance with said procedure.



The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Article II, Section 10, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.



Notwithstanding anything contained in the Bylaws to the contrary, this Article II, Section 10 shall not be altered, amended or repealed except by an affirmative vote of at least a majority of the outstanding shares of capital stock of the Company entitled to vote thereon.



4.        Article III, Section 14 of the Bylaws is hereby deleted in its entirety and replaced as follows:



Section 14.      Amendments .   Notwithstanding   anything contained   in the Bylaws to the contrary, this Article III shall not be altered, amended or repealed except by an affirmative vote of at least a majority of the outstanding shares of capital stock of the Company entitled to vote thereon.



5.        Article X of the Bylaws is hereby deleted in its entirety and replaced as follows:



ARTICLE X

Amendment



The Board of Directors shall have the power to adopt, amend or repeal the Bylaws or any part hereof. Certain provisions of the Bylaws, as stated herein, may not be altered, amended or repealed except by the affirmative vote of at least a majority of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose. Except for such provisions requiring a majority vote to   alter, amend or repeal, the Bylaws may be altered, amended or repealed, and new bylaws may be adopted, by the shareholders upon the affirmative vote of at least a majority of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose. Notwithstanding anything contained in these Bylaws to the contrary, this Article X shall not be altered, amended or repealed except by an affirmative vote of at least a majority of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose.



6.        Effective Date . This amendment shall be effective as of the date set forth below.



7.        Incorporation of Terms . Each and all of the provisions of this   amendment   are

6


 

hereby incorporated into the Bylaws, so that each and all of such provisions shall constitute a part of the Bylaws. In the event of any conflict or inconsistency between the provisions of this amendment, on the one hand, and the provisions of the Bylaws, on the other hand, the provisions of   this amendment shall be controlling. Except as specifically modified herein, each and all of   the terms and conditions of the Bylaws shall remain in full force and effect, unmodified in any way.



8.        Governing Law .   This Amendment shall be governed by and construed under the laws of   the State of Florida.



IN WITNESS WHEREOF, the undersigned officer of the Company hereby certifies that this Amendment to the Amended and Restated Bylaws of Federated National Holding Company was duly adopted by the shareholders of the Company on September 13,   2016 and by Board of   Directors of the   Company on July    14   , 2017.





 

 

 



FEDERATED   NATIONAL   HOLDING   COMPANY



 

 

 



 

 

 



Name:

/s/  Michael H. Braun

 



 

 

 



Name:

Michael H. Braun

 



 

 

 



Title:

Chief Executive Officer &   President

 





 

7


 

AMENDMENT

TO THE

AMENDED AND RESTATED BYLAWS

OF

FEDERATED NATIONAL HOLDING COMPANY



Pursuant to Article X of   the Amended and Restated Bylaws (the " Bylaws" ) of 21 st Century Holding Company, n/k/a Federated National Holding Company (the " Company "), the Bylaws are hereby amended as follows:



1.       Article II, Section 1 of the Bylaws is hereby deleted in its entirety and replaced as follows:



Section 1.      Annual Meetings . All annual meetings of the shareholders of the Company for the election of directors and for such other business as may properly come before the meeting shall be held on such date or at such time as may be fixed, from time to time, by the Board of Directors, and at such place, within or without the State of Florida, as may be designated by or on behalf of the Board of Directors and stated in the notice of meeting or in a duly executed waiver of notice thereof.



2.       Article II, Section 7 of the Bylaws is hereby deleted in its entirety and replaced as follows:



Section 7.      Voting . If a quorum is present, action on a matter, other than the election of directors, shall be approved if the votes cast by the shareholders represented at the meeting and entitled to vote on the subject matter favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes or voting by classes is required by Florida law or by the Articles of Incorporation. In an uncontested election of directors, a director who is unopposed shall be elected if the votes cast by the shareholders represented at the meeting and entitled to vote on the election of such director exceed the votes cast opposing the election of such director. In a contested election of   directors,   a director whose election is opposed by one or more other   candidates   shall   be elected if such director receives a plurality of the   votes   cast.   Elections   of directors shall occur in accordance with Article III,   Section   3 of these   Bylaws. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, unless otherwise provided under the Articles of Incorporation (or any resolution authorizing any class   or   series   of   Preferred Stock) or under Florida law.



3.        Effective Date . This amendment shall be effective as of the date set forth below.



4.        Incorporation of Terms . Each and all of the provisions of this amendment are hereby incorporated into the Bylaws, so that each and all of such provisions shall constitute a part of the Bylaws. In the event of any conflict or inconsistency between the provisions of this amendment, on the one hand, and the provisions of the Bylaws, on the other hand, the provisions

 

 

4815-4265-1956.1


 

of this amendment shall be controlling. Except as specifically modified herein, each and all of the terms and conditions of the Bylaws shall remain in full force and effect, unmodified in any way.



5.        Governing Law . This Amendment shall be governed by and construed under the laws of the State of Florida.



IN WITNESS WHEREOF, the undersigned officer of the Company hereby   certifies that this Amendment to the Amended and Restated Bylaws of Federated National Holding Company was duly adopted by the Board of Directors of the Company on the 11 th   day of July, 2016.







 

 

 



FEDERATED NATIONAL HOLDING COMPANY



 

 

 



 

 

 



By:

/s/ Michael H. Braun

 



Name:  

Michael H. Braun

 



Title:  

Chief Executive Officer and President

 









 

2

4815-4265-1956.1


 

AMENDED AND RESTATED

BY-LAWS OF

21ST CENTURY HOLDING COMPANY

(November 27, 2007)



ARTICLE I

Offices



Section 1.        Name . The name of the company is 21st Century Holding Company, a Florida Corporation (the "Company").



Section 2.        Other Offices . The location of the registered office of the Company shall be as stated in the Articles of Incorporation, which location may be changed from time to time by the Company's Board   of Directors (the "Board of Directors").   The Company   may also have offices at such other places, either within or without the State of Florida, as the Board of Directors may from time to time determine or as the business of the Company may require.



ARTICLE II

Meetings of Shareholders



Section 1.        Annual Meetings . All annual   meetings   of the   shareholders   of the   Company   for the election of directors and for such other business as may properly come before the meeting shall be held (i) on the first Tuesday of June of each calendar year at 11:00 a.m., Eastern time, or on such other date or at such other time as may be fixed, from time to time, by the Board of Directors, and (ii) at such place, within or without the State of Florida, as may be designated by or on behalf of the Board of Directors and stated in the notice of meeting or in a duly executed waiver of notice thereof.



Section 2.        Special Meetings .   Except as otherwise required   by law and subject to the rights of the holders of the Preferred Stock, special meetings of shareholders of the Company may be called only by (i) the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors, (ii) the Company's Chief Executive Officer   or (iii) the holders   of at least one-third of the outstanding shares of capital stock of the Company. Special meetings of shareholders may be held at such time and date, and at such place, within or without the State of Florida, as shall be designated by the Board of Directors and set forth in the notice of meeting required pursuant to Section 3 of this Article. Notwithstanding anything   contained   in   these Bylaws to the contrary, this Article II, Section 2 shall not be altered, amended or repealed except by an affirmative vote of at least two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose. Only such business as is set forth in the notice of a   special meeting may be transacted at such Special Meeting.



Section 3.        Notice . A written notice of each meeting of shareholders shall be given to each shareholder entitled to vote at the meeting, at the address as it appears on the stock transfer records of the Company, not less than ten nor more than 60 days before the date of the meeting, by or at the direction of the President, the Secretary or the officer or persons calling the meeting.

 

 


 

The notice so given shall state the date, time and place of meeting and, in the case of a special shareholders' meeting, the purpose or purposes for which the meeting is called.



Section 4.        Waiver of Notice . Shareholders may waive notice of any meeting before or after the date and time specified in the written notice of meeting. Any such waiver of notice must be in writing, be signed by the shareholder entitled to the notice and be delivered to the Company for inclusion in the appropriate corporate records. Neither   the business to be transacted at, nor the purpose of, any shareholders' meeting need be specified in any written waiver of notice. Attendance of a person at a shareholders' meeting shall constitute a waiver of notice of such meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.



Section 5.        Record Date . For the purpose of determining shareholders entitled to notice of or to vote at a shareholders' meeting, to demand a special meeting, to act by written consent or to take any other action, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 70 days nor, in the case of a   shareholders' meeting, less than ten days,   prior to the date   on which the particular action requiring such determination of shareholders is to be taken. If no record date is fixed for the determination of shareholders entitled to notice or to vote at a shareholders' meeting, then the record date for such shall be the close of business on the day before the first notice is delivered to shareholders.



Section 6.        Quorum .   A majority   of the   shares entitled to vote   on a matter,   represented   in person or by proxy, shall constitute a quorum for action on that matter at a meeting of shareholders. If a quorum is not present or represented at a meeting of shareholders, the holders of a majority of the shares represented, and who would be entitled to vote at a meeting if a quorum were present, may adjourn the meeting from time to time and to another place, without notice other than announcement at the meeting, until a quorum shall be present or represented. Once a quorum has been established at a shareholders' meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shares entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.



Section 7.        Voting .   If a quorum is present, action on a matter, other than the election of directors, shall be approved if the votes cast by the shareholders represented at the meeting and entitled to vote on the subject matter favoring the action exceeds the votes east opposing the action, unless a greater number of affirmative votes or voting by classes is required by Florida law or by the Articles of Incorporation. Directors shall be elected by plurality vote in accordance with Article III, Section 3 of these Bylaws. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, unless otherwise provided under the Articles of Incorporation (or any resolution authorizing any class or series of Preferred Stock) or under Florida law.



Section 8.        Proxies .   A shareholder entitled to vote at any meeting of   shareholders or any adjournment thereof may vote in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for him by signing an appointment form, either pe rsonally or by his attorney-in­ fact. An appointment of proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes.

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Section 9.        No Shareho lder Action Without a Meeting .   Any action required   or permitted   to be taken by the shareholders of the Company shall be taken at a duly called annual or special meeti ng of such holders and may not b e taken by any consent in writing by such holders. Notwithstanding anything contained in these Bylaws to the   contrary,   this Article   II,   Section 9 shall not be altered, amended or repealed except by an affirmative vote of at least two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose.



Section 10.       Advance   Notice   of   Shareholder   Proposed   Business   at Annual   Meeting.   At an annual meeting of the shareholders, only such business shall be conducted as   shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors,   or (c) otherwise properly brought before the meeting by a shareholder. In addition to any other   applicable requirements, for business to be properly brought before an annual meeting by a   shareholder, the   shareholder   must   have   given   timely notice thereof in writing to the Secretary of the Company.   To be timely, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the Company, not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, whichever first occurs. A shareholder's notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the annual meeting (i) a brief description of the   business   desired   to   be   brought before   the annual meeting   and the reasons   for conducting   such business   at the annual meeting,   (ii) the name   and record   address of the shareholder proposing   such business,   (iii) the class and   number of shares of the Company which are beneficially owned by the shareholder, and (iv) any material interest of the shareholder in such business.



Notwithstanding anything in the Bylaws to the contrary, no business shall he conducted at the annual meeting except in accordance with the procedures set forth in this Article II, Section 10; provided, however, that nothing in this Article II, Section 10,   shall be deemed to preclude discussion by any shareholder of any business properly brought before the annual meeting in accordance with said procedure.



The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Article II, Section 10, and if he should so determine, he shall so declare to the meeting and any such busines s not properly brought before the meeting shall not be transacted.



Notwithstanding anything contained in the Bylaws to the contrary, this Article II, Section 10 shall not be altered, amended or repealed except by an affirmative vote of at least two-thirds of the outstanding shares of capital stock of the Company entitled to vote thereon.

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ARTICLE III

Directors



Section 1.        Powers . All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Board of Directors. Directors must be natural persons who are at least 18 years of age but need not be residents of Florida or shareholders of the Company.



Section 2.        Compensation . Directors of the Company who also serve as officers or members of management ("Employee Directors") shall serve as directors without compensation. Non­ employee directors of the Company shall be entitled to receive such compensation   and benefits as is from time to time determined by the Board of Directors. The Employee Directors may be paid their expenses, if any, and the non-employee directors may he paid a fee and expenses, if any, of attendance at each meeting of   the Board of Directors or of any committee. No such payments shall preclude any director from serving in any other capacity   and   receiving compensation   therefor.



Section 3.        Number, Election &   Term . The Company's Board of Directors shall consist of not less than three nor more than 15 members, with the exact number to be fixed from time to time in accordance with a resolution adopted by a majority of the entire Board of Directors. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. The Board of Directors shall be divided into three classes, designated as Class I, Class II and Class III. The number of directors in each class shall be as nearly equal in number as practicable. The term of the Class I directors shall expire at the next ensuing annual meeting of shareholders; the term of the Class II directors shall expire at the annual meeting of shareholders held one year thereafter; and the term of the Class III directors shall expire at the annual meeting of shareholders held one year thereafter, in each case until his or her successor is duly elected and qualified or until his or her earlier resignation, death, incapacity or removal from office. Upon the expiration of the initial terms of office for each class of directors,   the successor directors of each class shall be elected for a full term of three years, to serve until their successors are duly elected and qualified or until their earlier resignation, death, incapacity or removal from office. The Board of Directors shall apportion any increase or decrease in the number of directors among the classes as nearly equal in number as possible.



Section 4.        Vacancies . Whenever any vacancy on the Board of Directors shall occur due to death, resignation, retirement, disqualification, removal, increase in the number of directors, or otherwise, a majority of the remaining directors in office, although less than a quorum of the Board of Directors, may fill the vacancy for the balance of the unexpired term, at which time a successor or successors shall be duly elected by the shareholders and qualified. Notwithstanding the provisions of any other Article hereof, only the remaining directors   of the Company   shall have the authority, in accordance with the procedure stated herein, to fill any vacancy that arises on the Board of Directors.



Section 5.        Remo val of Directors .   A director may be removed from office prior to the expiration of his or her term: (i) only for cause; and (ii) only upon the affirmative vote of at least two-thirds of the outstanding shares of capital stock of the Company entitled to vote for the election of directors.

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Section 6.        Quorum   and   Voting .   A majority of the number of directors fixed by or in accordance with these Bylaws shall constitute a quorum for the transaction of business at any meeting of directors. If a quorum is present when a vote is taken, the affirmative vote of   a majority of the directors present shall be the act of the Board of Directors.



Section 7.        Deemed Assent . A director who is present at a meeting of the Board of Directors or a committee of the Board of   Directors when corporate action is taken is deemed to have assented to the action taken unless (i) the director objects at the beginning of the meeting (or promptly upon his arrival) to the holding of the meeting or transacting specified business at the meeting, or (ii) the director votes against or abstains from the action taken.



Section 8.        Committees . The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee, a compensation committee, an audit committee and one or more other committees each of which must have at least two members and, to the extend provided in the designating resolution, shall have and may exercise all the authority of the Board of Directors, except such authority as may be reserved to the Board of Directors under Florida law.



(a)       Executive Committee .   The Board   of Directors   by resolution   may designate one or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and may exercise all powers and authority of the Board of Directors in the management of   the business and affairs of the Company, except where action of the Board of Directors is required by statute.



(b)       Other   Committees .   The Board of Directors may by resolution create other committees for such terms and with such powers and duties as the Board of Directors shall deem appropriate.



(c)       Organization   of Committees .   The chairman of   all committees of the Board of Directors shall be chosen by the members thereof. Each committee shall elect a secretary, who shall be either a member of the committee or the secretary of the Company. The chairman of each committee shall preside at all meetings of such committee.



(d)       Meetings .   Regular meetings of each committee may be held without the giving of notice if a day of the week, a time, and a place shall have been established by the committee for such meetings. Special meetings (and, if the requirements of   the preceding sentence have not been met, regular meetings) shall be called as provided in Section 9 with respect to notices of special meetings of the Board of Directors.



(e)       Quorum and Manner of Acting . A majority of the members   of each committee shall be present either in person or by telephone, radio, television, or similar means of communication through which all persons participating may simultaneously   hear   each other at all times, at each meeting of such committee in order to constitute a quorum for the transaction of business. The act of a majority of the members so present at a meeting at which a quorum is present shall be the act of such committee.   The members of each committee shall act only as a committee, and shall have no power or authority, as such, by virtue of their membership on the committee.

 

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(f)        Record of Committee Action; Reports . Each committee shall maintain a record, which need not be in the form of complete minutes, of the action taken by it at each meeting, which record shall include the date, time and place of the meeting, the names of the members present and absent, the action considered, and the number of votes cast for and against the adoption of the action considered. All action by each committee shall be reported to the Board of Directors at its meeting next succeeding such action, such report to be in sufficient detail as to enable the Board of Directors to be informed of the conduct of the Company's business and affairs since the last meeting of   the board.



(g)       Removal .   Any member of any committee may be removed from such committee, either with or without cause, at any time by resolution adopted by a majority of the whole Board of Directors at any meeting of the board.



(h)       Vacancies .   Any vacancy in any committee shall be filled by the Board of Directors in the manner prescribed by these Bylaws.



Section 9.        Meetings . R egular and special meetings of the Board of Directors shall be held at the principal place of business of the Company or at any other place, within or without the State of Florida, designated by the person or persons entitled to give notice of or otherwise call the meeting. Meetings of the Board of Directors may be called by the President or by any two directors. Members of the Board of Directors (and any committee of the Board of Directors) may participate in a meeting of the Board of Directors (or any committee of the Board of Directors) by means of a conference telephone or similar communications equipment through which all persons participating may simultaneously hear each other during the meeting; participation by these means constitutes presence in person at the meeting.



Section 10.       Notice of Meetings . Regular meetings   of the   Board   of Directors   may   be   held without notice of the date, time, place or purpose of the meeting, so long as the date, time and place of such meetings are fixed generally by the Board of Directors. Special meetings of the Board of Directors must be preceded by at least two days' written notice of the date, time and place of the meeting. The notice need not describe either the business to be transacted at or the purpose   of the special meeting.



Section 11.       Waiver of Notice .   Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of that meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting and the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. The waiver of notice need not describe either the business to be transacted at or the purpose of the special meeting.



Section 12.        Director Action Without a Meeting .   Any action required or permitted to be taken at a meeting of the Board of Directors (or a committee of the board) may be taken without a meeting if the action is taken by the written consent of all members of the Board of Directors (or of the committee of the Board of Directors). The action must   be   evidenced   by   one   or more written consents describing the action to be taken and signed by each director (or   committee member),   which   consent(s)   shall   be   filed   in the   minutes   of   the   proceedings   of the   Board   of

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Directors. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.



Section 13.       Shareholder   Nominations   for   Director   Candidates .   Only   persons   who   are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the Company may be made at a meeting of shareholders by or at the direction of the Board of Directors by any nominating committee or person appointed by the Board of Directors or by any shareholder of the Company entitled   to   vote   for the   election   of directors   at the   meeting   who   complies   with the notice procedures set forth in this Article III, Section 13. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Company. To be timely, a shareholder's notice shall be delivered to or mailed and received at the principal executive offices of the Company not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days'   notice   or   prior   public   disclosure   of   the   date   of   the   meeting   is   given   or   made   to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the tenth day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made whichever first occurs. Such shareholder's notice to the Secretary shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the persons, (iii) the class and number of shares of capital stock of the Company which are beneficially owned by the, person,   (iv) the consent of each nominee to serve as a director of the Company if so elected, and (v) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Rule 14a under the Securities Exchange Act of 1934, as amended; and (b) as to the shareholder giving the notice, (i) the name and record address of shareholder, and (ii) the class and number of shares of capital stock of the Company which are beneficially owned by the shareholder. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as director of the Company. No person shall be eligible for election as a director of the Company unless nominated in accordance with the procedures set forth herein.



The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.



Section 14.       Amendments . Notwithstanding anything contained in the Bylaws to the contrary, this Article III shall not be altered, amended or repealed except by an affirmative vote of at least two-thirds of the outstanding shares of capital stock of the Company entitled to vote thereon.



ARTICLE IV

Officers



Section 1.        Officers .   The officers of the Company shall consist of a President, one or more Vice Presidents and Secretaries and a Treasurer and if elected by the Board of Directors by resolution, a Chairman. Such other officers and assistant officers and agents as may be deemed necessary or desirable may be appointed by the Board of Directors. Any two or more offices may be held by the same person.

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Section 2.        Duties .   The officers of the Company shall have the following duties:



The Chief Executive Officer shall have general and active management of the business and affairs of the Company subject to the direction of the Board of Directors.



The Chief Executive Officer shall see to it that all orders and resolutions of   the   Board   of Directors are carried into effect. In the absence of the Chairman of the Board of Directors or in the event the Board of Directors shall not have designated a Chairman of the Board of Directors, the Chief Executive Officer shall preside at all meetings of the Board of Directors and shareholders.



The President shall have such powers and perform such duties as the Board of Directors shall from time to time designate. In the absence or disability of the Chief Executive Officer, the President shall have the powers and shall exercise the duties of the Chief Executive Officer.



Each Vice President, if any, shall have such powers and perform such duties as the Board of Directors shall from time to time designate. In the absence or disability of the President, a Vice President specifically designated by the vote of the Board of Directors shall have the powers and shall exercise the duties of the President.



The Secretary shall have custody of and shall maintain all of the corporate records (except the financial records), shall record the minutes of all meetings of the shareholders and the Board of Directors, shall authenticate records of   the Company, shall send all notices of   meetings and shall perform such other duties as are prescribed by the Board of Directors or the President, under whose supervision he shall be.



The Treasurer shall have custody of all corporate funds, securities and financial records,   shall keep full and accurate accounts of receipts and disbursements in books belonging to   the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositaries as may be designated by the Board of Directors.   He   shall disburse the funds of the Company as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render an account of all his transactions as treasurer and of the financial condition of the Company at regular meetings of the Board of Directors or when the Board of Directors so requests. The Treasurer shall also perform such other duties as are prescribed by the Board of Directors.



Each Assistant Secretary and Assistant Treasurer, if any, shall be appointed by the Board of Directors and shall have such powers and shall perform such duties as shall be assigned to them by the Board of Directors.



Section 3.        Resignation of Officer .   An officer may resign at any time by delivering notice to the Company. The resignation shall be effective upon receipt, unless the notice specifies a later effective date acceptable to the Board   of Directors. If the resignation is effective at a later date and the Company accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the Board of Directors provides that the successor officer does not take office until the future effective date.

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Section 4.         Removal of Officer . The Board of Directors may remove any officer at any time   with or without cause.



Section 5.        Compensation .   The compensation of officers shall be fixed from time to time at the discretion of the Board of Directors. The Board of Directors may enter into employment agreements with any officer of the Company.



ARTICLE   V

Stock Certificates





Section 1.        Certificate of Stock .   Shares of the Corporation may, but need not, be represented by certificates. Each shareholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may be prescribed from time to time by the Directors. No certificate shall be issued for any share until the consideration therefore has been fully paid. The certificate shall be signed by the President and the Secretary of the Company, or any other officer   so designated by the Board of Directors, but when a certificate is counter-signed by a transfer agent or a registrar, other than a Director, officer or employee of the Corporation, such signature may be a facsimile. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the time of its issue.





Section 2.        Book Entry Shares .   The Corporation may issue shares o f its capital stock in book­ entry (uncertificated) form. In such event, all references in these By-laws to the delivery of stock certificates shall be inapplicable. The Corporation's transfer agent shall keep appropriate records indicating the number of shares of capital stock owned by each person to whom shares are issued, any restrictions applicable to such shares of capital stock and the duration thereof, and other relevant information. Upon expiration of any applicable restrictions for any reason, the transfer agent shall adjust its records to reflect the expiration of such restrictions, and by notifying the person in whose name such shares were issued that such restrictions have lapsed.



Section 3.        Legends for Preferences and Restrictions on Transfer . I f the Company shall be authorized to issue more than one class of stock or more them one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Company shall issue to represent such class or series of stock, provided that, except as otherwise provided by law, in lieu of the foregoing requirements, there be set forth on the face or back of the certificate which the Company shall issue to represent such class or series of stock, a statement that the Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.



A written restriction on the transfer or registration of transfer of a security of the Company, if permitted by law and noted conspicuously on the certificate representing the security may be enforced against the holder   of the restricted security or any successor or transferee of the holder

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including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder. Unless noted conspicuously on the certificate representing the security, a restriction, even though permitted by law,   is   ineffective   except against a person with actual knowledge of the restriction. If the Company issues any shares that are not registered under the Securities Act of 1933, as amended, and registered or qualified under the applicable state securities laws, the transfer of any such   shares   shall be   restricted substantially in accordance with the following legend, or in such other form   as the Board of Directors may provide from time to time:



"THESE SHARES HAVE NOT BEEN REGISTERED UNDER   THE   SECURITIES ACT   OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT   (1)   REGISTRATION   UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AT HOLDER'S EXPENSE, AN OPINION (SATISFACTORY TO   THE   COMPANY)   OF COUNSEL (SATISFACTORY TO THE COMPANY) THAT REGISTRATION IS NOT REQUIRED."



Section 4.        Facsimile Signatures . Any and   all   signatures   on   the   certificate   may   be   a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased   to   be   such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of the issue.



Section 5.        Registered   Shareholders .   The Company   shall be entitled to treat the holder   of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.



Section 6.        Transfer of Shares . Shares of the Company shall be transferred on its books only after the surrender to the Company or the transfer agent of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Company.



Section 7.        Lost,   Stolen or   Destroyed   Certificates .   If a shareholder claims to have lost or destroyed a certificate of shares issued by the Company, a new certificate shall be issued upon delivery to the Company of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board of Directors reasonably requires.



ARTICLE VI

Distributions



The Board of Directors may, in its sole judgment and discretion, from time to time authorize and declare, and the Company may pay, distributions on its outstanding shares in cash, property or its own shares, unless the distribution, after giving it effect, would result in (i) the Company being unable to pay its debts as they become due in the usual course of business, or (ii) a violation of applicable law.



ARTICLE VII

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Corporate Records



The Company shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Company. The Company shall also maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

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ARTICLE VIII

Indemnification   of Officers,

Directors, Employees and Agents



Section 1.        Indemnification .   The Company shall, and does hereby, indemnify and hold harmless to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions (but, in the case of any such future legislation or decisions, only   to the extent that it permits the Company to provide broader   indemnification rights than permitted prior to such legislation or decisions), each person (including here and hereinafter, the heirs, executors, administrators, personal representatives or estate of such person) who was or is a party, or is threatened to be made a party, or was or is a witness, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), from, against and in respect of any liability (which for purposes of this Article shall include any judgment, settlement penalty   or fine) or cost, charge or expense (including attorneys' fees and expenses) asserted against him or incurred by him by reason of the fact that such indemnified person (1) is or was a director or officer of the Company or (2) is or was an employee or agent of the Company as to whom the Company has agreed in writing to grant such indemnity or (3) is or was serving, at the request of the Company, as a director, officer, employee or trustee of another Company, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan)   or is or   was serving as an agent of such other Company, partnership, joint venture, trust or other enterprise in each case, as to whom the Company has agreed in writing to   grant   such   indemnity.   Each director, officer, employee or agent of the Company   as to whom   indemnification   rights   have been granted under this Section 1 of this Article shall be referred to as an "Indemnified Person".



Notwithstanding the foregoing, except as specified in Section 3 of this   Article, the   Company shall not be required to indemnify an Indemnified Person in connection with a Proceeding (or any part thereof) initiated by such Indemnified Person unless the authorization for such Proceeding (or any   part thereof) was not cleared by the Board of Directors of the Company within 60 days after receipt of notice thereof from such Indemnified Person stating his intent to initiate such Proceeding and only then upon such terms and conditions as the Board of Directors may deem appropriate.



Section 2.        Advance of Costs, Charges and Expenses .   Costs, charges and expenses (including attorneys' fees and expenses) incurred by an officer or director who is an Indemnified Person in defending a Proceeding shall be paid by the Company, to the fullest extent permitted or authorized by current or future legislation or current of future judicial or administrative decisions (but, in the case of any such future legislation or decisions, only to the extent that it permits the Company to provide broader rights to advance costs, charges and expenses than permitted prior to such legislation or decisions), in advance of the final disposition of such Proceeding, upon receipt of an undertaking by or on behalf of the Indemnified Person to repay all amounts so advanced in the event that it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article. The Company may, upon approval of the Indemnified Person, authorize the Company's counsel to represent such person in any Proceeding, whether or not the Company is a party to such Proceeding. Such authorization may be made by the Chairman of the Board, unless he is a party to such Proceeding, or by the Board of Directors by majority vote, including directors who are parties to such Proceeding.

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S ection 3.        Procedure   For   Indemnification .   Any indemnification or advance under this Article shall be made promptly and in any event within 45 days upon the written request of the Indemnified Person. The right to indemnification or advances as granted by this Article shall be enforceable by the Indemnified Person in any court of competent jurisdiction, if the Company denies such request under this Article, in whole or in part, or if no disposition thereof is made within 45 days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Company. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for Indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision), but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Company (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.



Section 4.        Rights Not Exclusive;   Contract   Rights;   Survival .   T he indemnification   provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement, vote   of   shareholders   or   disinterested   directors   or otherwise, both as to actions in such person's official capacity and as to actions in another capacity while holding such office, and shall continue as to an Indemnified Person who   has ceased to be a. director, officer, employee or agent and shall inure to the benefit of the heirs, executors, administrators, personal representatives and estate of such person.   All rights to indemnification and advances under this Article shall be deemed to be a contract between the Company and each Indemnified Person who serves or served in such capacity at any time while this Article is in effect and, as such, are enforceable against the Company. Any   repeal   or modification   of this Article or any repeal or modification of relevant provisions of Florida's   Company   law or any other applicable laws shall not in any way diminish these rights to indemnification of   or advances to such Indemnified Person, or the obligations of the Company arising hereunder, for claims relating to matters occurring prior to such repeals or modification.



Section 5.        Insurance . The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee or agent of another Company partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan), with respect to any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of this Article or the applicable provisions of Florida law.



Section 6.        Savings Clause .   If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and   hold   harmless,   and   make   advances   to,   each   Indemnified   Person   as to   costs,   charges   and

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expenses (including attorneys' fees), liabilities, judgments, fines and amounts paid in settlement with respect to any Proceeding, including any action by or in the right of the Company, to the full extent permitted by any applicable portion of this Article that shall not have began invalidated and as otherwise permitted by applicable law.



ARTICLE IX

Miscellaneous



Section 1.        Corporate Seal .   The corporate seal of the Company shall be circular in form and shall include the name and jurisdiction   of incorporation of the Company.



Section 2.        Fiscal Year . The fiscal year of the Company shall end on December 31 of each calendar year, unless otherwise fixed by resolution of the Board of Directors.



Section 3.        Checks .   All checks, drafts or other orders for the payment   of money, notes or other evidences of indebtedness issued in the name of the Company shall be signed by the President, the Treasurer or such other officer(s) or agent(s) of the Company as shall be determined from time to time by resolution of the Board of Directors.



ARTICLE X

Amendment



The Board of Directors shall have the power to adopt, amend or repeal the Bylaws or any part hereof. Certain provisions of the Bylaws, as stated herein, may not be altered,   amended   or repealed except by the affirmative vote of at least two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose. Except for such provisions requiring a two-thirds vote to alter, amend or repeal, the Bylaws may be altered, amended or repealed, and new bylaws may be adopted, by the shareholders upon the affirmative vote of at least a majority of the outstanding shares of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose.   Notwithstanding anything contained in these Bylaws to the contrary, this Article X shall not be altered, amended or repealed except by an affirmative vote of at least two-thirds of the outstanding   shares   of capital stock of the Company entitled to vote at a shareholders' meeting duly called for such purpose.

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EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT



I, Michael H. Braun, certify that:



1. I have reviewed this Form 10-Q of Federated National Holding Company;



2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4. The registrant’s other certifying officer(s) 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 15(d)-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(s) 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:  August   9 , 201 7





 

/s/ Michael H. Braun

 

Michael H. Braun

 

Chief Executive Officer (Principal Executive Officer)

 




EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT



I, Ronald Jordan , certify that:



1. I have reviewed this Form 10-Q of Federated National Holding Company;



2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4. The registrant’s other certifying officer(s) 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 15(d)-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(s) 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: August 9 , 201 7





 

/s/  Ronald Jordan

 

Ronald Jordan

 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 




EXHIBIT 32.1



CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT



In connection with the Quarterly Report on Form 10-Q of Federated National Holding Company for the quarter ended June  3 0 , 201 7 as filed with the Securities and Exchange Commission (the “Report”), I, Michael H. Braun, Chief Executive Officer of Federated National Holding Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Federated National Holding Company.





 

/s/ Michael H. Braun

 

Michael H. Braun

 

Chief Executive Officer (Principal Executive Officer)

 



August 9 , 201 7




EXHIBIT 32.2



CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT



In connection with the Quarterly Report on Form 10-Q of Federated National Holding Company for the quarter ended June 30, 201 7 as filed with the Securities and Exchange Commission (the “Report”), I, Ronald Jordan , Chief Financial Officer of Federated National Holding Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Federated National Holding Company.





 

/s/  Ronald Jordan

 

Ronald Jordan

 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 



August 9 , 201 7