UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-20848
UNIVERSAL INSURANCE HOLDINGS, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 65-0231984
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2875 N.E. 191st Street
Suite 300
Miami, Florida 33180
(Address of principal executive offices)
(305) 792-4200
(Issuer's telephone number)
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the last practicable date: 34,408,775 shares of common
stock as of August 1, 2004.
Transitional Small Business Disclosure Format Yes No X
----- -----
UNIVERSAL INSURANCE HOLDINGS, INC.
----------------------------------
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
-------- --------------------
The following unaudited consolidated financial statements of Universal
Insurance Holdings, Inc. have been prepared in accordance with the instructions
to Form 10-QSB and, therefore, omit or condense certain footnotes and other
information normally included in financial statements prepared in conformity
with accounting principles generally accepted in the United States of America.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the financial
information for the interim periods reported have been made. Results of
operations for the six months ended June 30, 2004 are not necessarily indicative
of the results for the year ending December 31, 2004.
2
UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2004
(Unaudited)
ASSETS
Cash and cash equivalents $ 10,867,948
Debt securities held-to-maturity (fair-value
of $100,528) 100,051
Prepaid reinsurance premiums and reinsurance recoverables 22,092,484
Premiums and other receivables (net of allowance for doubtful
accounts of $93,887) 615,846
Investments in real estate 176,447
Property, plant and equipment, net 1,060,095
Other assets 132,660
------------
Total assets $ 35,045,531
============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Unpaid losses and loss adjustment expenses $ 6,009,843
Unearned premiums 16,880,263
Accounts payable 1,158,195
Reinsurance payable 5,712,574
Other accrued expenses 897,087
Loans payable 606,188
------------
Total liabilities 31,264,150
------------
STOCKHOLDERS' EQUITY:
Cumulative convertible preferred stock, $.01 par value,
1,000,000 shares authorized, 138,640 shares issued and
outstanding, minimum liquidation preference of $1,419,700 1,387
Common stock, $.01 par value, 40,000,000 shares authorized,
34,408,775 shares issued and 31,300,130 shares outstanding 265,493
Common stock in treasury, at cost - 208,645 shares (101,820)
Additional paid-in capital 15,114,406
Accumulated deficit (11,498,085)
------------
Total stockholders' equity 3,781,381
------------
Total liabilities and stockholders' equity $ 35,045,531
============
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
3
UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Six Months Ended Three Months Ended
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
---- ---- ---- ----
PREMIUMS EARNED AND OTHER REVENUES:
Premium income, net $ 2,123,058 $ 1,217,416 $ 1,392,830 $ 595,402
Net investment income 39,819 41,452 24,264 12,457
Commission revenue 748,615 1,155,004 368,587 591,242
Transaction fees 1,188,231 550,243 503,778 246,564
Other revenue 407,741 149,917 145,637 70,848
----------- ----------- ----------- -----------
Total revenues 4,507,464 3,114,032 2,435,096 1,516,513
----------- ----------- ----------- -----------
OPERATING COSTS AND EXPENSES
Losses and loss adjustment expenses 540,464 670,329 344,467 226,492
General and administrative expenses 3,800,319 2,319,662 1,952,613 1,188,015
----------- ----------- ----------- -----------
Total operating costs and expenses 4,340,783 2,989,991 2,297,080 1,414,507
----------- ----------- ----------- -----------
NET INCOME $ 166,681 $ 124,041 $ 138,016 $ 102,006
----------- ----------- ----------- -----------
INCOME PER COMMON SHARE:
Basic $ 0.01 $ 0.01 $ 0.00 $ 0.00
----------- ----------- ----------- -----------
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - BASIC 30,214,000 22,197,000 31,129,000 22,369,000
----------- ----------- ----------- -----------
INCOME PER COMMON SHARE
Diluted $ 0.01 $ 0.01 $ 0.00 $ 0.00
----------- ----------- ----------- -----------
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - DILUTED 30,929,000 22,765,000 31,890,000 22,937,000
----------- ----------- ----------- -----------
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
4
UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS
(Unaudited)
Six Months Ended Three Months Ended
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
---- ---- ---- ----
NET INCOME $ 166,681 $ 124,041 $ 138,016 $ 102,006
OTHER COMPREHENSIVE INCOME:
Change in net unrealized gain (loss) on
available-for-sale securities 26,657 10,839 (3,835) 82,793
---------- ---------- ----------- ----------
COMPREHENSIVE INCOME $ 193,338 $ 134,880 $ 134,181 $ 184,799
========== ========== =========== ==========
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
5
UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended Six Months Ended
June 30, 2004 June 30, 2003
---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 166,681 $ 124,041
Adjustments to reconcile net income to cash provided
by operations:
Amortization and depreciation 188,352 123,207
Loss on dispoal of assets (19,325) -
Issuance of common stock as compensation 140,749 -
Net accretion of bond premiums and discounts - 5,441
Net change in assets and liabilities relating to operating
activities:
Prepaid reinsurance premiums and reinsurance recoverables 2,745,055 239,332
Premiums and other receivables (132,660) 488,901
Reinsurance payables 576,740 1,005,905
Accounts payable (18,459) (219,544)
Other accrued expenses 75,069 (289,143)
Unpaid losses and loss adjustment expenses (1,671,029) 872,841
Unearned premiums 774,687 (1,157,181)
Other assets (79,260) -
------------- -------------
Net cash provided by operating activities 2,746,600 1,193,800
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures 178,378 -
Proceeds from maturities of debt securities held to maturity - 191,037
Proceeds from sale of equity securities available for sale 194,976 -
Proceeds from disposal of fixed assets - 22,013
Purchase of real estate (58,468) -
Sale of real estate 55,243 106,228
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Net cash provided by investing activities 370,129 319,278
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CASH FLOWS FROM FINANCING ACTIVITIES:
Preferred stock dividend (24,978) (24,974)
Repayments of loans payable (235,081) (469,297)
Proceeds from loans payable - 250,000
Issuance of common stock - 10,000
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Net cash used in financing activities (260,059) (234,271)
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NET INCREASE IN CASH AND CASH 2,856,670 1,278,807
EQUIVALENTS
CASH AND CASH EQUIVALENTS, Beginning of period 8,011,278 4,587,920
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CASH AND CASH EQUIVALENTS, End of period $ 10,867,948 $ 5,866,727
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The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
6
UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying condensed consolidated financial statements include the
accounts of Universal Insurance Holdings, Inc. ("Company"), its wholly owned
subsidiary, Universal Property & Casualty Insurance Company ("UPCIC") and other
wholly owned entities and the Universal Insurance Holdings, Inc. Stock Grantor
Trust. All intercompany accounts and transactions have been eliminated in
consolidation.
The condensed consolidated balance sheet of the Company as of June 30, 2004, the
related condensed consolidated statements of operations and comprehensive
operations for the three and six months ended June 30, 2004 and 2003 and cash
flows for the six months ended June 30, 2004 and 2003 are unaudited. The
accounting policies followed for quarterly financial reporting are the same as
those disclosed in the Notes to Consolidated Financial Statements included in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 2003.
The interim financial statements reflect all adjustments (consisting of only
normal and recurring accruals and adjustments) which are, in the opinion of
management, necessary for a fair statement of the results for the interim
periods presented. The Company's operating results for any particular interim
period may not be indicative of results for the full year and thus should be
read in conjunction with the Company's annual statements.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
OFF -BALANCE SHEET ARRANGEMENTS. There were no off-balance sheet arrangements
during the first six months of 2004.
NEW ACCOUNTING PRONOUNCEMENTS. In December 2002, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 148, ACCOUNTING FOR STOCK-BASED
COMPENSATION - TRANSITION AND DISCLOSURE. This Statement, which is effective for
years ending after December 15, 2002, amends Statement No. 123, ACCOUNTING FOR
STOCK-BASED COMPENSATION, and provides alternative methods of transition for a
voluntary change to the fair value-based method of accounting for stock-based
employee compensation. In addition, Statement No. 148 amends the disclosure
requirements of Statement No. 123 regardless of the accounting method used to
account for stock-based compensation. The Company has chosen to continue to
account for stock-based compensation of employees using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25, ACCOUNTING FOR
STOCK ISSUED TO EMPLOYEES, and related interpretations. However, the enhanced
disclosure provisions as defined by SFAS No. 148 which became effective in the
first quarter of 2003 have been implemented.
7
In February 2004, the FASB's Emerging Issues Task Force reached a consensus
regarding certain disclosure requirements in EITF Issue No. 03-1, THE MEANING OF
OTHER-THAN-TEMPORARY IMPAIRMENT AND ITS APPLICATION TO CERTAIN INVESTMENTS
("EITF No. 03-1"). EITF No. 03-1 describes certain quantitative and qualitative
disclosures that are required for marketable equity securities covered by
Statement No. 115, including the aggregate amount of unrealized losses and the
aggregate related fair value of investments with unrealized losses, by
investment type, as well as the nature of the investment(s), cause of
impairment, number of positions held, severity and duration of the impairment.
The disclosures required by EITF No. 03-1 are effective for fiscal years ending
after December 15, 2003. The Emerging Issues Task Force is discussing further
the other issues addressed in EITF No. 03-1, including the meaning of
other-than-temporary impairment and its application to investments accounted for
under the cost method or the equity method, or as either available-for-sale or
held-to-maturity under Statement No. 115. The impact of such adoption is not
anticipated to have a material effect on the Company's consolidated financial
statements.
On December 31, 2003, the FASB issued a revised version of FIN 46 ("FIN 46R"),
which incorporates a number of modifications and changes made to the original
version. FIN 46R replaces the previously issued FIN 46, CONSOLIDATION OF
VARIABLE INTEREST ENTITIES, which requires a variable interest entity to be
consolidated by a company if that company is subject to a majority of the risk
of loss from the variable interest entity's activities or is entitled to receive
a majority of the entity's residual returns or both. FIN 46R does not have an
impact on the Company's consolidated financial condition or results of
operations. Further, FIN 46R requires the disclosure of certain information
related to variable interest entities in which the Company holds a significant
variable interest. The Company does not own any such interests.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES. Management has reassessed the
critical accounting policies as disclosed in our 2003 Annual Report to
Stockholders on Form 10-KSB and determined that no changes, additions or
deletions are needed to the policies as disclosed. Also there were no
significant changes in our estimates associated with those policies.
RISKS AND UNCERTAINTIES. The Company's business could be affected by regulatory
and competitive restrictions on pricing for new and renewal business, the cost
of catastrophic reinsurance, adverse loss experience and federal and state
legislation or governmental regulations of insurance companies. Changes in these
areas could adversely affect the Company's operations in the future.
Management continues to take action to improve and strengthen UPCIC's financial
condition. Premium rate increases of 7.5% and 7.8% were implemented in June 2003
and January 2004, respectively. UPCIC changed the geographic and coverage mix of
the property insurance it writes, which is a key determinant in the amount and
pricing of reinsurance procured by UPCIC. The Company has achieved more
favorable ceding commission terms on its quota share reinsurance program
effective June 1, 2004. UPCIC was also able to obtain a less expensive
catastrophic reinsurance program for 2004 - 2005.
In addition to the actions described above, effective May 1, 2004 the Company
brought in house the system it utilizes for policy issuance and administration.
The Company believes that this will enhance UPCIC's operating results through
its ability to improve and better control underwriting and loss adjusting
activities, as well as reducing overall management expenses. Management expects
8
the cost savings from this change to be obtained commencing in the second
quarter of 2005.
Management believes the implementation of, and results attributable to, the
actions described above will continue to strengthen UPCIC's surplus. However,
there can be no assurance of the ultimate success of these plans, or that the
Company will be able to achieve profitability.
NOTE 2 - RESULTS OF OPERATIONS
INSURANCE OPERATIONS
UPCIC commenced its insurance activity in February 1998 by assuming policies
from the Florida Residential Property and Casualty Joint Underwriting
Association ("JUA"). UPCIC received the unearned premiums and began servicing
such policies. Since then, UPCIC has been renewing these policies as well as
soliciting business actively in the open market through independent agents.
Unearned premiums represent amounts that UPCIC would refund policyholders if
their policies were canceled. UPCIC determines unearned premiums by calculating
the pro-rata amount that would be due to the policyholder at a given point in
time based upon the premiums owed over the life of each policy. At June 30,
2004, the Company had unearned premiums totaling $16,880,263.
Premiums earned are included in earnings evenly over the terms of the policies.
UPCIC does not have policies that provide for retroactive premium adjustments.
Policy acquisition costs, consisting of commissions and other costs that vary
with and are directly related to the production of business, net of ceding
commissions, are deferred and amortized over the terms of the policies, but only
to the extent that unearned premiums are sufficient to cover all related costs
and expenses. At June 30, 2004, deferred policy acquisition costs amounted to $0
due to the effect of deferred reinsurance commissions.
An allowance for uncollectible premiums receivable is established when it
becomes evident collection is doubtful, typically after 90 days past due. No
allowance is deemed necessary at June 30, 2004.
Claims and claims adjustment expenses, less related reinsurance, are provided
for as claims are incurred. The provision for unpaid claims and claim adjustment
expenses includes: (1) the accumulation of individual case estimates for claims
and claims adjustment expenses reported prior to the close of the accounting
period; (2) estimates for unreported claims based on past experience modified
for current trends; and (3) estimates of expenses for investigating and
adjusting claims based on past experience. The Company's loss ratio has
decreased from the prior year due to lower frequency and severity of claims.
Liabilities for unpaid claims and claims adjustment expenses are based on
estimates of ultimate cost of settlement. Changes in claims estimates resulting
from the continuous review process and differences between estimates and
ultimate payments are reflected in expense for the period in which the revision
of these estimates first becomes known. UPCIC estimates claims and claims
expenses based on its historical experience and payment and reporting patterns
for the type of risk involved. These estimates are continuously reviewed by
9
UPCIC's management professionals and any resulting adjustments are reflected in
operations for the period in which they are determined.
Inherent in the estimates of ultimate claims are expected trends in claims
severity, frequency and other factors that may vary as claims are settled. The
amount of uncertainty in the estimates for casualty coverage is significantly
affected by such factors as the amount of historical claims experience relative
to the development period, knowledge of the actual facts and circumstances, and
the amount of insurance risk retained.
ONLINE COMMERCE OPERATIONS
The Company has formed subsidiaries that specialize, or will specialize, in
selling insurance and generating insurance leads via the Internet.
Tigerquote.com Insurance & Financial Services Group, Inc. ("Tigerquote.com") and
Tigerquote.com Insurance Solutions, Inc. were incorporated in Delaware on June
6, 1999 and August 23, 1999, respectively. Tigerquote.com is an Internet
insurance lead generating network while Tigerquote.com Insurance Solutions, Inc.
is a network of Internet insurance agencies. These entities seek to generate
income from the selling of leads and commissions on policies written. During the
second quarter of 2004 the Company began to transition these operations from its
previous Arizona location to the Company's home office in Florida.
CORPORATE AND OTHER OPERATIONS
Operating segments that are not individually reportable based on the current
operations in such segments, are included in Corporate and Other. The segment
currently includes the operations of Universal Insurance Holdings, Inc., Tiger
Home Services, Inc. and other entities. During 2001, the Company formed Tiger
Home Services, Inc., which furnishes pool services and landscaping to
homeowners. The services are currently offered to commercial and residential
customers in certain areas in the state of Florida. Various plans are offered to
fit customer needs. In July 2004, the Company sold the landscaping division.
NOTE 3 - REINSURANCE
UPCIC's in-force policyholder coverage for windstorm exposures as of June 30,
2004 was approximately $4.6 billion. In the normal course of business, UPCIC
seeks to reduce the loss that may arise from catastrophes or other events that
cause unfavorable underwriting results by reinsuring certain levels of risk in
various areas of exposure with other insurance enterprises or reinsurers.
Amounts recoverable from reinsurers are estimated in a manner consistent with
the reinsurance policy. Reinsurance premiums, losses and loss adjustment
expenses are accounted for on bases consistent with those used in accounting for
the original policies issued and the terms of the reinsurance contracts.
Reinsurance ceding commissions received are deferred and amortized over the
effective period of the related insurance policies.
UPCIC limits the maximum net loss that can arise from large risks or risks in
concentrated areas of exposure by reinsuring (ceding) certain levels of risks
with other insurers or reinsurers, either on an automatic basis under general
reinsurance contracts known as "treaties" or by negotiation on substantial
10
individual risks. The reinsurance arrangements are intended to provide UPCIC
with the ability to maintain its exposure to loss within its capital resources.
Such reinsurance includes quota share, excess of loss and catastrophe forms of
reinsurance.
Effective June 1, 2004, UPCIC entered into a quota share reinsurance treaty and
excess per risk agreements with various reinsurers. Under the quota share
treaty, UPCIC cedes 80% of its gross written premiums, losses and loss
adjustment expenses for policies with coverage for wind risk with a ceding
commission equal to 31% of ceded gross written premium. In addition, the quota
share treaty has a limitation for any one occurrence of $2,000,000. Effective
June 1, 2004, UPCIC entered into multiple line excess per risk agreement. Under
the multiple line excess per risk agreement, UPCIC obtained coverage of
$1,300,000 in excess of $500,000 ultimate net loss for each risk and each
property loss, and $1,000,000 in excess of $300,000 for each casualty loss,
excluding losses arising from the peril of wind to the extent such wind related
losses are the result of a hurricane. A $1,300,000 limit applies to the term of
the contract for property losses and a $1,000,000 limit applies to the term of
the contract for casualty losses. Effective June 1, 2004, UPCIC entered into a
property per risk excess agreement covering ex-wind only policies. Under the
property per risk excess agreement, UPCIC obtained coverage of $300,000 in
excess of $200,000 each property loss. A $900,000 limit applies to the term of
the contract.
Effective June 1, 2004, under an excess catastrophe contract, UPCIC obtained
catastrophe coverage of $22,200,000 in excess of $2,000,000 covering certain
loss occurrences including hurricanes. UPCIC also obtained coverage from the
Florida Hurricane Catastrophe Fund. The coverage is for approximately
$60,300,000.
The ceded reinsurance arrangements had the following effect on certain items in
the accompanying consolidated financial statements:
Six Months Ended Six Months Ended
June 30, 2004 June 30, 2003
------------- -------------
Loss Loss
and Loss and Loss
Premiums Premiums Adjustment Premiums Premiums Adjustment
Written Earned Expenses Written Earned Expenses
------- ------ -------- ------- ------ --------
Direct $16,067,173 $15,292,485 $3,057,306 $15,380,462 $16,537,643 $6,139,584
Ceded (12,355,714) (13,169,427) (2,516,842) (14,026,986) (15,320,227) (5,469,255)
------------ ------------ ----------- ------------ ------------ -----------
Net $3,711,459 $2,123,058 $540,464 $1,353,476 $1,217,416 $670,329
=========== ========== ======== ========== ========== ========
Three Months Ended Three Months Ended
June 30, 2004 June 30, 2003
------------- -------------
Loss Loss
and Loss and Loss
Premiums Premiums Adjustment Premiums Premiums Adjustment
Written Earned Expenses Written Earned Expenses
------- ------ -------- ------- ------ --------
Direct $9,101,968 $7,718,138 $1,843,527 $7,843,060 $8,459,768 $2,212,385
Ceded (6,032,199) (6,325,308) (1,499,060) (6,993,031) (7,864,366) (1,985,893)
----------- ---------- ---------- ----------- ---------- ----------
Net $3,069,769 $1,392,830 $344,467 $850,029 $595,402 $226,492
========== =========== ======== ========= ======== ========
11
Other Amounts:
June 30, 2004
-------------
Reinsurance recoverable on paid and unpaid losses
and loss adjustment expenses $ 7,432,034
Unearned premiums ceded 13,368,659
Other reinsurance receivable 1,291,791
-------------
Prepaid reinsurance premiums and reinsurance recoverable $ 22,092,484
=============
UPCIC's reinsurance contracts do not relieve UPCIC from its obligations to
policyholders. Failure of reinsurers to honor their obligations could result in
losses to UPCIC; consequently, allowances are established for amounts deemed
uncollectible. No allowance is deemed necessary at June 30, 2004. UPCIC
evaluates the financial condition of its reinsurers and monitors concentrations
of credit risk arising from similar geographic regions, activities, or economic
characteristics of the reinsurers to minimize its exposure to significant losses
from reinsurer insolvencies. UPCIC currently has reinsurance contracts with
various reinsurers located throughout the United States and internationally.
UPCIC believes only ceding risks to reinsurers whom it considers to be
financially sound combined with distribution of reinsurance contracts adequately
minimizes UPCIC's risk from any potential operating difficulties of its
reinsurers.
NOTE 4 - EARNINGS PER SHARE
Earnings per share ("EPS") amounts are calculated in accordance with SFAS No.
128, EARNINGS PER SHARE. Basic EPS is based on the weighted average number of
shares outstanding for the period, excluding any dilutive common share
equivalents. Diluted EPS reflects the potential dilution that could occur if
securities to issue common stock were exercised.
A reconciliation of shares used in calculating basic and diluted EPS for the six
month and three month periods ended June 30, 2004 and June 30, 2003,
respectively, follows:
Six Months Ended
June 30, 2004 June 30, 2003
------------- -------------
Basic EPS 30,214,000 22,197,000
Effect of assumed conversion of
common stock equivalents 715,000 568,000
---------- ----------
Diluted EPS 30,929,000 22,765,000
Options and warrants to purchase approximately 10,280,000 and 11,462,000 shares
of common stock were outstanding during the six months ended June 30, 2004 and
June 30, 2003, respectively. Such options and warrants could potentially dilute
basic EPS in the future but were excluded from the computation of diluted
earnings per share due to being anti-dilutive.
12
Three Months Ended
June 30, 2004 June 30, 2003
------------- -------------
Basic EPS 31,129,000 22,369,000
Effect of assumed conversion of
common stock equivalents 761,000 568,000
---------- ----------
Diluted EPS 31,890,000 22,937,000
Options and warrants to purchase approximately 10,233,000 and 11,462,000 shares
of common stock were outstanding during the three months ended June 30, 2004 and
June 30, 2003, respectively. Such options and warrants could potentially dilute
basic EPS in the future but were excluded from the computation of diluted
earnings per share due to being anti-dilutive.
NOTE 5 - STOCK BASED COMPENSATION
Pursuant to SFAS No. 123, the Company elected to account for stock-based
compensation plans under Accounting Principles Board Opinion No. 25, ACCOUNTING
FOR STOCK ISSUED TO EMPLOYEES. Accordingly, no compensation expense was included
in the determination of net income for the six months ended June 30, 2004 and
June 30, 2003. Had compensation cost for stock options been recognized based on
the fair value at the grant dates for the options, consistent with the
provisions of SFAS No. 123, net income (loss) and earnings (loss) per share
would have been as indicated in the table below.
Six Months Ended
June 30, 2004 June 30, 2003
------------- -------------
Net income ( loss):
As reported $ 166,681 $ 124,041
Compensation expense (50,977) (144,895)
---------- ----------
Pro forma 115,704 (20,854)
Net income (loss) per share:
Basic
As reported $0.01 $0.01
Compensation expense 0.00 0.01
---------- ----------
Pro forma $0.01 $0.00
Diluted
As reported $0.01 0.01
Compensation expense 0.00 0.01
---------- ----------
Pro forma $0.01 $0.00
13
Three Months Ended
June 30, 2004 June 30, 2003
Net income ( loss):
As reported $138,016 $102,006
Compensation expense (26,090) (50,526)
Pro forma 111,926 51,480
Net income (loss) per share:
Basic
As reported $0.01 $0.00
Compensation expense 0.00 0.00
--------- ---------
Pro forma $0.01 $0.00
Diluted
As reported $0.01 0.00
Compensation expense 0.00 0.00
--------- ---------
Pro forma $0.01 $0.00
For the purposes of estimating the compensation cost of the Company's option
grants in accordance with SFAS No. 123, the fair value of each option grant is
estimated on the date of grant using the Black-Scholes option-pricing model,
with the following weighted average assumptions used for grants during the six
months ended June 30, 2004: expected price volatility of 154%; risk-free
interest rate of 6.5%; no dividends; and expected lives of five years. There
were no option grants in 2003.
NOTE 6 - SEGMENT INFORMATION
The Company and its subsidiaries operate principally in two business segments
consisting of insurance and online commerce. The insurance segment consists
primarily of underwriting through UPCIC, managing general agent operations
through Universal Risk Advisors, Inc., claims processing through Universal
Adjusting Corporation, property inspections through Universal Inspection
Corporation and marketing and distribution through Coastal Homeowners Insurance
Specialists, Inc. and Universal Florida Insurance Agency, Inc. The insurance
segment sells homeowner's insurance and includes substantially all aspects of
the insurance, distribution and claims process. The online commerce segment
consists of Internet insurance leads generation through Tigerquote.com Insurance
Solutions, Inc.
The accounting policies of the segments are the same as those described in the
summary of the significant accounting policies and practices. The Company
evaluates its business segments based on GAAP pretax operating earnings.
Corporate overhead expenses are allocated to business segments. Transactions
between reportable segments are accounted for at fair value.
Operating segments that are not individually reportable, based on the extent of
the current operations in such segments, are included in the "All Other"
category. The "All Other" category currently includes the operations of
Universal Insurance Holdings, Inc., Tiger Home Services, Inc. and other
entities.
14
Information regarding components of operations for the three months and six
months ended June 30, 2004 follows:
Six months ended June 30,
2004 2003
---- ----
Total revenue
Insurance segment $5,120,998 $4,221,035
Online commerce segment 1,245,886 608,185
Corporate and other 199,899 147,127
------------ ------------
Total operating segments 6,566,783 4,976,347
Intercompany eliminations (2,059,319) (1,862,315)
------------ ------------
Total revenues $4,507,464 $3,114,032
============ ============
Earnings (loss) before income taxes
Insurance segment $954,910 $691,498
Online commerce segment 76,204 44,128
Corporate and other (864,433) (611,585)
------------ ------------
Total earnings before income taxes $166,681 $124,041
============ ============
Three months ended June 30,
2004 2003
---- ----
Total revenue
Insurance segment $3,040,975 $2,080,563
Online commerce segment 524,047 274,598
Corporate and other 92,903 66,957
------------ ------------
Total operating segments 3,657,925 2,422,118
Intercompany eliminations (1,222,829) (905,605)
------------ ------------
Total revenues $2,435,096 $1,516,513
============ ============
Earnings (loss) before income taxes
Insurance segment $722,396 $356,086
Online commerce segment (191,231) (10,172)
Corporate and other (393,149) (243,908)
------------ ------------
Total earnings before income taxes $138,016 $102,006
============ ============
15
Information regarding total assets as of June 30, 2004 and June 30, 2003:
June 30, June 30,
2004 2003
---- ----
Total assets
Insurance segment $43,655,525 $38,977,584
Online commerce segment 1,623,968 1,002,214
Corporate and other 22,289,715 22,281,744
------------ ------------
Total operating segments $67,569,208 $62,261,542
Intercompany eliminations (32,523,677) (28,755,630)
------------ ------------
Total assets $35,045,531 $33,505,912
============ ============
NOTE 7 - SUBSEQUENT EVENTS
On July 31, 2004, the Company purchased a building located in Fort Lauderdale,
Florida that it intends to use as its home office. The cost of the building was
$1,625,000. The Company expects to incur approximately $500,000 in additional
expense to complete the build out of the building. The Company plans on
relocating its corporate headquarters to the building by the first quarter of
2005. Approximately 50% of the purchase price was initially financed. This
amount has subsequently been paid off.
In July 2004 the Company moved its online commerce operations from its previous
Arizona headquarters to the Company's headquarters. In conjunction with the move
the Company terminated employment of the Arizona based employees. Related
termination costs of approximately $100,000 were incurred in July. In addition,
the Company set up an allowance for doubtful accounts of $70,000 in the June 30,
2004 financial statements.
In July 2004 the Company sold the landscaping division of Tiger Home Services,
Inc. In conjunction with the sale the Company set up an allowance for doubtful
accounts of $23,887 in the June 30, 2004 financial statements.
In July 2004 the Company borrowed monies in the amount of $425,000 for working
capital. The terms of the notes are interest payments only at a rate of 10%
through January 2005 with equal monthly payments of principal plus interest
thereafter until January 2006. In conjunction with the loans the Company issued
warrants to purchase 425,000 shares of the Company's common stock at an exercise
price of $.05 per share.
Item 2. Management's Discussion and Analysis or Plan of Operation
------ ---------------------------------------------------------
The following discussion and analysis by management of the Company's
consolidated financial condition and results of operations should be read in
conjunction with the Company's Condensed Consolidated Financial Statements and
Notes thereto.
16
FORWARD-LOOKING STATEMENTS
Certain statements made by the Company's management may be considered to be
"forward-looking statements" within the meaning of the Private Securities Reform
Litigation Act of 1995. Forward-looking statements are based on various factors
and assumptions that include known and unknown risks and uncertainties. The
words "believe," "expect," "anticipate," and "project," and similar expressions,
identify forward-looking statements, which speak only as of the date the
statement was made. Such statements may include, but not be limited to,
projections of revenues, income or loss, expenses, plans, as well as assumptions
relating to the foregoing. Forward-looking statements are inherently subject to
risks and uncertainties, some of which cannot be predicted or quantified. Future
results could differ materially from those described in forward-looking
statements as a result of the risks set forth in the following discussion, among
others.
OVERVIEW
The Company is a vertically integrated insurance holding company. The
Company, through its subsidiaries, is currently engaged in insurance
underwriting, distribution and claims. UPCIC generates revenue from the
collection and investment of premiums. The Company's agency operations, which
include Universal Florida Insurance Agency and Coastal Homeowners Insurance
Specialists, Inc., generate income from commissions and the marketing of
ancillary services. Universal Risk Advisors, Inc., the Company's managing
general agent, generates revenue through policy fee income and other
administrative fees from the marketing of UPCIC's and third-party insurance
products through the Company's distribution network and UPCIC. Universal Risk
Life Advisors, Inc. was formed to be the Company's managing general agent for
life insurance products. In addition, the Company has formed an independent
claims adjusting company, Universal Adjusting Corporation, which adjusts UPCIC
claims in certain geographic areas, and an inspection company, Universal
Inspection Corporation, which performs property inspections for homeowners'
policies underwritten by UPCIC.
The Company has formed subsidiaries that specialize, or will specialize, in
selling insurance and generating insurance leads via the Internet.
Tigerquote.com Insurance & Financial Services Group, Inc. is an Internet
insurance lead generating network, and Tigerquote.com Insurance Solutions, Inc.,
is a network of Internet insurance agencies. At June 30, 2004, agencies have
been established in 22 states, of which 1 is currently active. Separate legal
entities have been formed for each state and are governed by the respective
states' departments of insurance.
The Company has also formed Tiger Home Services, Inc., which furnishes
landscaping and pool services to homeowners. The services are currently offered
to residential customers in certain areas in the state of Florida. In July 2004,
the Company sold the landscaping division.
FINANCIAL CONDITION
Cash and cash equivalents at June 30, 2004 aggregated $10,867,948. The
source of liquidity for possible claims payments consists of net premiums, after
deductions for expenses.
UPCIC believes that premiums will be sufficient to meet UPCIC's working
capital requirements for at least the next twelve months. Amounts considered to
be in excess of current working capital requirements have been invested. At June
30, 2004, UPCIC's investments were comprised of $10,867,948 in cash and
repurchase agreements and $100,051 in fixed maturity securities.
17
Policies originally obtained from the Florida Residential Property and
Casualty Joint Underwriting Association ("JUA") provided the opportunity for
UPCIC to solicit future renewal premiums. Less than 20% of the policies obtained
from the JUA are currently renewed with the Company. UPCIC does not expect to
participate in takeouts of additional policies from the JUA. In 1998 the Company
began to solicit business actively in the open market in an effort to further
grow its insurance operations. Through renewal of JUA business combined with
business solicited in the market through independent agents, UPCIC is currently
servicing approximately 39,000 homeowners and dwelling fire insurance policies.
In determining appropriate guidelines for such open market policy sales, UPCIC
employs standards similar to those used in its selection of JUA policies. Also,
to improve underwriting and manage risk, the Company uses analytical tools and
data currently developed in conjunction with the Company's reinsurers and their
utilization of catastrophe models. To diversify UPCIC's product lines,
management may consider underwriting personal umbrella liability policies in the
future. Any such program will require the approval of the Florida Department of
Insurance.
The Company has also diversified its operations by establishing online
commerce and other ancillary operations.
RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2004 VERSUS SIX MONTHS ENDED
JUNE 30, 2003
Gross premiums written increased 4.5% to $16,067,173 for the six-month
period ended June 30, 2004 from $15,380,462 for the six-month period ended June
30, 2003. The increase in gross premiums written is primarily attributable to an
increase in new business as well as premium rate increases.
Net premiums earned increased 74.4% to $2,123,058 for the six-month period
ended June 30, 2004 from $1,217,416 for the six-month period ended June 30,
2003. The increase is due to an increase in new business, premium rate increases
and changes in the reinsurance program effective June 1, 2004.
Investment income decreased 3.9% to $39,819 for the six-month period ended
June 30, 2004 from $41,452 the six-month period ended June 30, 2003. The
decrease is primarily due to the lower interest rate environment during the six
months ended June 30, 2004.
Transaction fee revenue increased 115.9% to $1,188,231 for the six-month
period ended June 30, 2004 from $550,243 for the six-month period ended June 30,
2003. The increase is primarily due to increased sales of insurance leads to
insurance agents.
Other revenue increased 172.0% to $407,741 for the six-month period ended
June 30, 2004 from $149,917 for the six-month period ended June 30, 2003. The
increase is primarily attributable to more activity in the direct sales and
service operations during the six months ended June 30, 2004.
Commission income decreased 35.2% to $748,615 for the six-month period
ended June 30, 2004 from $1,155,004 for the six-month period ended June 30,
2003. Commission income is comprised principally of the managing general agent's
18
policy fee income on all new and renewal insurance policies and commissions
generated from agency operations. The decrease is primarily attributable to a
decrease in commissions generated from agency operations.
Net losses and loss adjustment expense ("LAE") incurred decreased 19.4% to
$540,464 for the six-month period ended June 30, 2004 from $670,329 for the
six-month period ended June 30, 2003. Losses and LAE incurred decreased due to
lower frequency and severity of claims in 2004 mitigated by changes related to
the Company's reinsurance program. The Company's direct loss ratio for the
six-month period ended June 30, 2004 was 20.0% compared to 37.1% for the
six-month period ended June 30, 2003. Losses and LAE are influenced by loss
severity and frequency. They are also influenced by underwriting and adjusting
philosophy. The Company's direct loss ratio decreased principally due to the
lower frequency and severity of claims and also because of premium rate
increases in the six months ended June 30, 2004. Losses and LAE, the Company's
most significant expenses, represent actual payments made net of reinsurance and
changes in estimated future net payments to be made to or on behalf of its
policyholders, including expenses required to settle claims and losses.
Catastrophes are an inherent risk of the property-liability insurance
business which may contribute to material year-to-year fluctuations in UPCIC's
and the Company's results of operations and financial position. The level of
catastrophe loss experienced in any year cannot be predicted and could be
material to the results of operations and financial position. While management
believes UPCIC's and the Company's catastrophe management strategies will reduce
the severity of future losses, UPCIC and the Company continue to be exposed to
catastrophic losses.
General and administrative expenses increased 63.8% to $3,800,319 for the
six-month period ended June 30, 2004 from $2,319,662 for the six-month period
ended June 30, 2003. General and administrative expenses have increased mainly
due to further development of the Company's insurance operations.
RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2004 VERSUS THREE MONTHS
ENDED JUNE 30, 2003
Gross premiums written increased 16.1% to $9,101,968 for the three-month
period ended June 30, 2004 from $7,843,060 for three-month period ended June 30,
2003. The increase in gross premiums written is primarily attributable to an
increase in new business as well as premium rate increases.
Net premiums earned increased 133.9% to $1,392,830 for the three-month
period ended June 30, 2004 from $595,402 for the three-month period ended June
30, 2003. The increase is primarily due to an increase in new business, premium
rate increases and changes in the reinsurance program effective June 1, 2004.
Investment income increased 94.8% to $24,264 for the three-month period
ended June 30, 2004 from $12,457 for the three-month period ended June 30, 2003.
The increase is primarily due to higher investment balances during the three
months ended June 30, 2004.
19
Transaction fee revenue increased 104.3% to $503,778 for the three-month
period ended June 30, 2004 from $246,564 for the three-month period ended June
30, 2003. The increase is primarily due to increased sales of insurance leads to
insurance agents.
Other revenue increased 105.6% to $145,637 for the three-month period ended
June 30, 2004 from $70,848 for the three-month period ended June 30, 2003. The
increase is primarily attributable to more activity in the direct sales and
service operations during the three months ended June 30, 2004.
Commission income decreased 37.7% to $368,587 for the three-month period
ended June 30, 2004 from $591,242 for the three-month period ended June 30,
2003. Commission income is comprised principally of the managing general agent's
policy fee income on all new and renewal insurance policies and commissions
generated from agency operations. The decrease is primarily attributable to a
decrease in commissions generated from agency operations.
Net losses and loss adjustment expense ("LAE") incurred increased 52.1% to
$344,467 for the three-month period ended June 30, 2004 from $226,492 for the
three-month period ended June 30, 2003. Losses and LAE incurred increased due to
changes related to the Company's reinsurance program mitigated by lower
frequency and severity of claims in 2004. The Company's direct loss ratio for
the three-month period ended June 30, 2004 was 23.9% compared to 26.2% for the
three-month period ended June 30, 2003. Losses and LAE are influenced by loss
severity and frequency. They are also influenced by underwriting and adjusting
philosophy. The Company's direct loss ratio decreased principally due to the
lower frequency and severity of claims and also because of premium rate
increases in the three months ended June 30, 2004. Losses and LAE, the Company's
most significant expenses, represent actual payments made net of reinsurance and
changes in estimated future net payments to be made to or on behalf of its
policyholders, including expenses required to settle claims and losses.
Catastrophes are an inherent risk of the property-liability insurance
business which may contribute to material year-to-year fluctuations in UPCIC's
and the Company's results of operations and financial position. The level of
catastrophe loss experienced in any year cannot be predicted and could be
material to the results of operations and financial position. While management
believes UPCIC's and the Company's catastrophe management strategies will reduce
the severity of future losses, UPCIC and the Company continue to be exposed to
catastrophic losses.
General and administrative expenses increased 64.4% to $1,952,613 for the
three-month period ended June 30, 2004 from $1,188,015 for the three-month
period ended June 30, 2003. General and administrative expenses have increased
mainly due to further development of the Company's insurance operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of cash flow are premium revenues,
commissions, policy fees and investment income.
For the six-month period ended June 30, 2004, cash flows provided by
operating activities were $2,746,600. Cash flows from operating activities are
expected to be positive in both the short-term and reasonably foreseeable
20
future. In addition, the Company's investment portfolio is highly liquid as it
consists almost entirely of cash and readily marketable securities.
In order to improve the Company's financial position and achieve profitable
operations, management has implemented rate increases for new and renewal
business, has restructured the homeowners' coverage offered, has restructured
its catastrophic reinsurance coverage to reduce cost, and has worked to control
future general and administrative expenses. In addition, management is exploring
sources of additional capital.
Management believes that the continued implementation of these plans will
be successful over the next twelve months. However, there can be no assurance
that successful implementation of these plans will be achieved or will be
sufficient to ensure UPCIC's future compliance with Florida insurance
regulations, or that the Company will be able to maintain profitability. Failure
by UPCIC to maintain the required level of statutory capital and surplus could
result in the suspension of UPCIC's authority to write new or renewal business,
other regulatory actions or ultimately, in the revocation of UPCIC's certificate
of authority by the Florida Department of Insurance.
The Company believes that its current capital resources together with
management's plan as described above will be sufficient to support current
operations and expected growth for at least 12 months.
The balance of cash and cash equivalents at June 30, 2004 is $10,867,948.
Most of this amount, along with readily marketable securities aggregating
$100,051, would be available to pay claims in the event of a catastrophic event
pending reimbursement for any aggregate amount in excess of $400,000 up to
approximately the 100 year probable maximum loss which would be covered by
reinsurers. Catastrophic reinsurance is recoverable upon presentation to the
reinsurer of evidence of claim payment.
Generally accepted accounting principles differ in some respects from
reporting practices prescribed or permitted by the OIR. To retain its
certificate of authority, the Florida insurance laws and regulations require
that UPCIC maintain capital and surplus equal to the statutory minimum capital
and surplus requirement defined in the Florida Insurance Code. UPCIC's statutory
capital and surplus exceeded the minimum capital and surplus requirements of
$4,000,000 as of June 30, 2004. UPCIC is also required to adhere to prescribed
premium-to-capital surplus ratios. UPCIC is in compliance with these
requirements and expects to remain in compliance, if management's plans are
successful.
The maximum amount of dividends which can be paid by Florida insurance
companies without prior approval of the Florida Commissioner is subject to
restrictions relating to statutory surplus. The maximum dividend that may be
paid by UPCIC without prior approval is limited to the lesser of statutory net
income from operations of the preceding calendar year or 10.0% of statutory
unassigned surplus as of the preceding year end. Statutory unassigned surplus
(deficit) at December 31, 2003 was $(3,194,264).
The Company is required to comply with the National Association of
Insurance Commissioner's ("NAIC") Risk-Based Capital ("RBC") requirements. RBC
requirements prescribe a method of measuring the amount of capital appropriate
for an insurance company to support its overall business operations in light of
21
its size and risk profile. NAIC's RBC requirements are used by regulators to
determine appropriate regulatory actions relating to insurers who show signs of
weak or deteriorating condition. As of December 31, 2003, based on calculations
using the appropriate NAIC RBC formula, the Company's reported total adjusted
capital was in excess of the requirements.
OFF-BALANCE SHEET ARRANGEMENTS
There were no off-balance sheet arrangements during the first six months of
2004.
Item 3. Controls and Procedures.
------ -----------------------
The Company carried out an evaluation under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
Company's disclosure controls and procedures pursuant to Rule 13a-15 under the
Securities Exchange Act of 1934 as of the period covered by this report. Based
on that evaluation, the Company's Chief Executive Officer and Chief Financial
Officer have concluded that disclosure controls and procedures were effective as
of the end of the period covered by this report to ensure that information
required to be disclosed by the Company in its reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commissions rules and forms. There was no change in the Company's internal
controls over financial reporting that occurred during the period covered by
this report that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
------ ------------------
On July 2, 2004, the Company and its subsidiary Tigerquote.com Insurance
and Financial Services Group, Inc. settled a dispute with former employee Patric
Allan. The subsidiary filed suit against Mr. Allan on June 12, 2004, in the
United States District Court for the Southern District of Florida. The suit
alleged that Mr. Allan breached his employment agreement with the subsidiary by
failing to perform his duties for an extended period and by establishing a
competing business while employed by the subsidiary. The former employee filed a
separate action in the Superior Court in and for Maricopa County, Arizona,
alleging that the subsidiary and the Company breached the employment agreement
and caused emotional distress to the former employee. Both actions were
dismissed pursuant to the settlement agreement entered into as of July 2, 2004.
Among its provisions, the settlement agreement specified that the Company and
the subsidiary would transfer ownership of an Arizona-based insurance agency
affiliate to Mr. Allan.
The Company did not have any other reportable legal proceedings during the
six months ending June 30, 2004. Certain claims and complaints have been filed
or are pending against the Company with respect to various matters. In the
opinion of management, none of these lawsuits is material, and they are
22
adequately provided for or covered by insurance or, if not so covered, are
without any or have little merit or involve such amounts that if disposed of
unfavorably would not have a material adverse effect on the Company.
Item 2. Changes in Securities and Small Business Issuer Purchases of Equity
------ Securities
-------------------------------------------------------------------
At a meeting of the Company's Board of Director's on March 4, 2004, certain
employee and director compensation actions were approved. Patric Allan, former
CEO of Tigerquote.com, was granted 100,000 shares of common stock, options to
purchase 500,000 shares of common stock with an exercise price of $0.025 per
share, and additional options to purchase 500,000 shares of common stock with an
exercise price of $0.025 per share that are exercisable upon profit goals
attained. All stock and options were to be issued upon signing of a new
employment agreement. The agreement was finalized in April 2004. The shares were
issued in May and are reflected in the second quarter of 2004. The Company
delivered an option agreement in July 2004, which will be reflected in the third
quarter 2004. Pursuant to the settlement agreement referenced at Part II, Item I
above, Mr. Allan forfeited all ownership rights in the 100,000 shares issued to
him and to all options granted or to be granted to him. Sean P. Downes, COO of
UPCIC, agreed to convert a $50,000 bonus into 2,000,000 shares of common stock.
The shares were issued in April 2004 and are reflected in the second quarter of
2004.
Item 3. Defaults upon Senior Securities
------ -------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
------ ---------------------------------------------------
None.
Item 5. Other Information
------ -----------------
None.
Item 6. Exhibits and Reports on Form 8-K
------ --------------------------------
(a) Exhibits
Exhibit No. Exhibit
----------- -------
11.1 Statement Regarding Computation of Per Share Income
31.1 Certification of Chief Executive Officer Pursuant to
Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to
Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
23
32 Certification of Chief Executive Officer and Chief
Financial Officer Pursuant to Title 18, United States
Code, Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
None.
24
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
UNIVERSAL INSURANCE HOLDINGS, INC.
Date: August 16, 2004 /s/ Bradley I. Meier
-----------------------------------------
Bradley I. Meier, Chief Executive Officer
/s/ James M. Lynch
-----------------------------------------
James M. Lynch, Chief Financial Officer
25