10-Q 1 fnhc9301810-q.htm 10-Q Document
 
 
  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
 
 þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED September 30, 2018
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
 FedNat 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. 14th 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 þ   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 þ   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 þ
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 þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of November 1, 2018, the registrant had 12,774,444 shares of common stock outstanding.


 
 



FEDNAT HOLDING COMPANY
TABLE OF CONTENTS
 



- 2-



PART I: FINANCIAL INFORMATION
Item 1.  Financial Statements
FEDNAT HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
໿
 
 
September 30,
 
December 31,
 
 
2018
 
2017
ASSETS
 
 
 
 
Investments:
 
 
 
 
Debt securities, available-for-sale, at fair value (amortized cost of $432,051 and $422,300, respectively)
 
$
424,148

 
$
423,238

Debt securities, held-to-maturity, at amortized cost
 
5,255

 
5,349

Equity securities, at fair value
 
19,535

 
15,434

Total investments (including $0 and $26,284 related to the VIE, respectively)
 
448,938

 
444,021

Cash and cash equivalents (including $0 and $14,211 related to the VIE, respectively)
 
69,457

 
86,228

Prepaid reinsurance premiums
 
134,285

 
135,492

Premiums receivable, net of allowance of $81 and $70, respectively (including $0 and $1,184 related to the VIE, respectively)
 
34,286

 
46,393

Reinsurance recoverable, net
 
134,736

 
124,601

Deferred acquisition costs, net
 
47,395

 
40,893

Income taxes, net
 
3,006

 
9,817

Property and equipment, net
 
4,120

 
4,025

Other assets (including $0 and $2,322 related to the VIE, respectively)
 
14,388

 
13,403

Total assets
 
$
890,611

 
$
904,873

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
Liabilities
 
 
 
 
Loss and loss adjustment expense reserves
 
$
221,114

 
$
230,515

Unearned premiums
 
296,329

 
294,423

Reinsurance payable
 
77,004

 
71,944

Long-term debt, net of deferred financing costs of $623 and $749, respectively
 
44,377

 
49,251

Deferred revenue
 
4,913

 
6,222

Other liabilities
 
23,938

 
25,059

Total liabilities
 
667,675

 
677,414

 
 
 
 
 
Commitments and contingencies (see Note 9)
 
 
 
 
 
 
 
 
 
Shareholders' Equity
 
 
 
 
Preferred stock, $0.01 par value: 1,000,000 shares authorized
 

 

Common stock, $0.01 par value: 25,000,000 shares authorized; 12,774,444 and 12,988,247 shares issued and outstanding, respectively
 
128

 
130

Additional paid-in capital
 
140,608

 
139,728

Accumulated other comprehensive income (loss)
 
(5,901
)
 
1,770

Retained earnings
 
88,101

 
70,009

Total shareholders’ equity attributable to FedNat Holding Company shareholders
 
222,936

 
211,637

Non-controlling interest
 

 
15,822

Total shareholders’ equity
 
222,936

 
227,459

Total liabilities and shareholders' equity
 
$
890,611

 
$
904,873


The accompanying notes are an integral part of the unaudited consolidated financial statements.

- 3-



FEDNAT HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
໿
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
 
Net premiums earned
 
$
98,493

 
$
80,764

 
$
264,159

 
$
245,978

Net investment income
 
3,137

 
2,603

 
9,058

 
7,481

Net realized and unrealized investment gains (losses)
 
1,760

 
6,101

 
916

 
8,644

Direct written policy fees
 
3,796

 
4,098

 
10,685

 
13,617

Other income
 
3,646

 
5,131

 
14,833

 
14,190

Total revenues
 
110,832

 
98,697

 
299,651

 
289,910

 
 
 

 
 

 
 
 
 
Costs and expenses:
 
 

 
 

 
 
 
 
Losses and loss adjustment expenses
 
62,457

 
75,367

 
156,098

 
188,683

Commissions and other underwriting expenses
 
31,373

 
28,386

 
91,467

 
86,883

General and administrative expenses
 
5,000

 
5,042

 
16,345

 
14,737

Interest expense
 
1,032

 
81

 
3,139

 
247

Total costs and expenses
 
99,862

 
108,876

 
267,049

 
290,550

 
 
 

 
 

 
 
 
 
Income (loss) before income taxes
 
10,970

 
(10,179
)
 
32,602

 
(640
)
Income tax expense (benefit)
 
3,020

 
(3,781
)
 
8,587

 
(358
)
Net income (loss)
 
7,950

 
(6,398
)
 
24,015

 
(282
)
Net income (loss) attributable to non-controlling interest
 

 
(1,674
)
 
(218
)
 
(1,975
)
Net income (loss) attributable to FedNat Holding Company shareholders
 
$
7,950

 
$
(4,724
)
 
$
24,233

 
$
1,693

 
 
 

 
 

 
 
 
 
Net Income (Loss) Per Common Share
 
 

 
 

 
 
 
 
Basic
 
$
0.62

 
$
(0.36
)
 
$
1.90

 
$
0.13

Diluted
 
$
0.62

 
$
(0.36
)
 
$
1.88

 
$
0.13

 
 
 

 
 

 
 
 
 
Weighted Average Number of Shares of Common Stock Outstanding
 
 

 
 

 
 
 
 
Basic
 
12,749

 
13,135

 
12,775

 
13,211

Diluted
 
12,870

 
13,135

 
12,866

 
13,302

 
 
 

 
 

 
 
 
 
Dividends Declared Per Common Share
 
$

 
$
0.08

 
$
0.16

 
$
0.24


The accompanying notes are an integral part of the unaudited consolidated financial statements.

- 4-



FEDNAT HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
໿
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
7,950

 
$
(6,398
)
 
$
24,015

 
$
(282
)
 
 
 
 
 
 
 
 
 
Change in net unrealized gains (losses) on investments, available-for-sale, net of tax
 
(551
)
 
(2,445
)
 
(6,601
)
 
514

Comprehensive income (loss)
 
7,399

 
(8,843
)
 
17,414

 
232

 
 
 
 
 
 
 
 
 
Less: comprehensive income (loss) attributable to non-controlling interest, net of tax
 

 
(1,674
)
 
(447
)
 
(2,233
)
Comprehensive income (loss) attributable to FedNat Holding Company shareholders
 
$
7,399

 
$
(7,169
)
 
$
17,861

 
$
2,465


The accompanying notes are an integral part of the unaudited consolidated financial statements.
 


- 5-



FEDNAT HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(In thousands, except share data)
(Unaudited)

໿
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders'
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
Attributable to
 
 
 
 
 
 
 
 
Common Stock
 
Additional
 
Other
 
 
 
FedNat Holding
 
Non-
 
Total
 
 
Preferred
 
Issued
 
 
 
Paid-in
 
Comprehensive
 
Retained
 
Company
 
Controlling
 
Shareholders'
 
 
Stock
 
Shares
 
Amount
 
Capital
 
Income (Loss)
 
Earnings
 
Shareholders
 
Interest
 
Equity
Balance as of June 30, 2018
 
$

 
12,731,777

 
$
127

 
$
140,102

 
$
(5,350
)
 
$
80,149

 
$
215,028

 
$

 
$
215,028

Net income (loss)
 

 

 

 

 

 
7,950

 
7,950

 

 
7,950

Other comprehensive income (loss)
 

 

 

 

 
(551
)
 

 
(551
)
 

 
(551
)
Dividends declared
 

 

 

 

 

 
2

 
2

 

 
2

Shares issued under share-based compensation plans
 

 
42,667

 
1

 
22

 

 

 
23

 

 
23

Repurchases of common stock
 

 

 

 

 

 

 

 

 

Share-based compensation
 

 

 

 
484

 

 

 
484

 

 
484

Balance as of September 30, 2018
 
$

 
12,774,444

 
$
128

 
$
140,608

 
$
(5,901
)
 
$
88,101

 
$
222,936

 
$

 
$
222,936


 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders'
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
Attributable to
 
 
 
 
 
 
 
 
Common Stock
 
Additional
 
Other
 
 
 
FedNat Holding
 
Non-
 
Total
 
 
Preferred
 
Issued
 
 
 
Paid-in
 
Comprehensive
 
Retained
 
Company
 
Controlling
 
Shareholders'
 
 
Stock
 
Shares
 
Amount
 
Capital
 
Income (Loss)
 
Earnings
 
Shareholders
 
Interest
 
Equity
Balance as of June 30, 2017
 
$

 
13,060,207

 
$
130

 
$
138,191

 
$
5,157

 
$
73,126

 
$
216,604

 
$
18,169

 
$
234,773

Net income (loss)
 

 

 

 

 

 
(4,724
)
 
(4,724
)
 
(1,674
)
 
(6,398
)
Other comprehensive income (loss)
 

 

 

 

 
(2,444
)
 

 
(2,444
)
 
(1
)
 
(2,445
)
Dividends declared
 

 

 

 

 

 
(1,097
)
 
(1,097
)
 

 
(1,097
)
Shares issued under share-based compensation plans
 

 
77,519

 

 
102

 

 

 
102

 

 
102

Repurchases of common stock
 

 
(84,445
)
 

 
1

 

 
(1,317
)
 
(1,316
)
 

 
(1,316
)
Share-based compensation
 

 

 

 
867

 

 

 
867

 

 
867

Balance as of September 30, 2017
 
$

 
13,053,281

 
$
130

 
$
139,161

 
$
2,713

 
$
65,988

 
$
207,992

 
$
16,494

 
$
224,486








- 6-




FEDNAT HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)
(In thousands, except share data)
(Unaudited)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders'
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
Attributable to
 
 
 
 
 
 
 
 
Common Stock
 
Additional
 
Other
 
 
 
FedNat Holding
 
Non-
 
Total
 
 
Preferred
 
Issued
 
 
 
Paid-in
 
Comprehensive
 
Retained
 
Company
 
Controlling
 
Shareholders'
 
 
Stock
 
Shares
 
Amount
 
Capital
 
Income (Loss)
 
Earnings
 
Shareholders
 
Interest
 
Equity
Balance as of January 1, 2018
 
$

 
12,988,247

 
$
130

 
$
139,728

 
$
1,770

 
$
70,009

 
$
211,637

 
$
15,822

 
$
227,459

Cumulative effect of new accounting standards
 

 

 

 

 
(994
)
 
994

 

 

 

Net income (loss)
 

 

 

 

 

 
24,233

 
24,233

 
(218
)
 
24,015

Other comprehensive income (loss)
 

 

 

 

 
(6,372
)
 

 
(6,372
)
 
(229
)
 
(6,601
)
Dividends declared
 

 

 

 

 

 
(2,077
)
 
(2,077
)
 

 
(2,077
)
Acquisition of non-controlling interest
 

 

 

 
(1,005
)
 
(305
)
 

 
(1,310
)
 
(15,375
)
 
(16,685
)
Shares issued under share-based compensation plans
 

 
112,905

 
1

 
38

 

 

 
39

 

 
39

Repurchases of common stock
 

 
(326,708
)
 
(3
)
 

 

 
(5,058
)
 
(5,061
)
 

 
(5,061
)
Share-based compensation
 

 

 

 
1,847

 

 

 
1,847

 

 
1,847

Balance as of September 30, 2018
 
$

 
12,774,444

 
$
128

 
$
140,608

 
$
(5,901
)
 
$
88,101

 
$
222,936

 
$

 
$
222,936


 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders'
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
Attributable to
 
 
 
 
 
 
 
 
Common Stock
 
Additional
 
Other
 
 
 
FedNat Holding
 
Non-
 
Total
 
 
Preferred
 
Issued
 
 
 
Paid-in
 
Comprehensive
 
Retained
 
Company
 
Controlling
 
Shareholders'
 
 
Stock
 
Shares
 
Amount
 
Capital
 
Income (Loss)
 
Earnings
 
Shareholders
 
Interest
 
Equity
Balance as of January 1, 2017
 
$

 
13,473,120

 
$
134

 
$
136,779

 
$
1,941

 
$
76,884

 
$
215,738

 
$
18,727

 
$
234,465

Net income (loss)
 

 

 

 

 

 
1,693

 
1,693

 
(1,975
)
 
(282
)
Other comprehensive income (loss)
 

 

 

 

 
772

 

 
772

 
(258
)
 
514

Dividends declared
 

 

 

 

 

 
(3,189
)
 
(3,189
)
 

 
(3,189
)
Shares issued under share-based compensation plans
 

 
159,014

 

 
103

 

 

 
103

 

 
103

Repurchases of common stock
 

 
(578,853
)
 
(4
)
 

 

 
(9,400
)
 
(9,404
)
 

 
(9,404
)
Share-based compensation
 

 

 

 
2,279

 

 

 
2,279

 

 
2,279

Balance as of September 30, 2017
 
$

 
13,053,281

 
$
130

 
$
139,161

 
$
2,713

 
$
65,988

 
$
207,992

 
$
16,494

 
$
224,486


The accompanying notes are an integral part of the unaudited consolidated financial statements.

- 7-



FEDNAT HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

໿
 
 
Nine Months Ended
 
 
September 30,
 
 
2018
 
2017
Cash flow from operating activities:
 
 
 
 
Net income (loss)
 
$
24,015

 
$
(282
)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
 
Net realized and unrealized investment (gains) losses
 
(916
)
 
(8,644
)
Amortization of investment premium or discount, net
 
1,333

 
3,065

Depreciation and amortization
 
1,033

 
312

Share-based compensation
 
1,847

 
2,279

Tax impact related to share-based compensation
 
(32
)
 
(150
)
Changes in operating assets and liabilities:
 
 
 
 
Prepaid reinsurance premiums
 
1,207

 
(33,025
)
Premiums receivable, net
 
12,107

 
(291
)
Reinsurance recoverable, net
 
(10,135
)
 
(286,630
)
Deferred acquisition costs
 
(6,502
)
 
(2,363
)
Income taxes, net
 
9,083

 
(5,110
)
Deferred revenue
 
(1,309
)
 
(73
)
Loss and loss adjustment expense reserves
 
(9,401
)
 
303,115

Unearned premiums
 
1,906

 
18,205

Reinsurance payable
 
5,060

 
47,325

Other
 
(1,038
)
 
4,517

Net cash provided by (used in) operating activities
 
28,258

 
42,250

Cash flow from investing activities:
 
 
 
 
Proceeds from sales of equity securities
 
7,407

 
57,016

Proceeds from sales of debt securities
 
153,970

 
195,090

Purchases of equity securities
 
(8,377
)
 
(34,339
)
Purchases of debt securities
 
(254,110
)
 
(268,999
)
Maturities and redemptions of debt securities
 
86,935

 
28,718

Purchases of property and equipment
 
(1,002
)
 
(304
)
Net cash provided by (used in) investing activities
 
(15,177
)
 
(22,818
)
Cash flow from financing activities:
 
 
 
 
Payment of long-term debt
 
(5,000
)
 

Purchase of non-controlling interest
 
(16,685
)
 

Purchases of FedNat Holding Company common stock
 
(5,061
)
 
(9,404
)
Issuance of common stock for share-based awards
 
39

 
103

Dividends paid
 
(3,145
)
 
(3,189
)
Net cash provided by (used in) financing activities
 
(29,852
)
 
(12,490
)
Net increase (decrease) in cash and cash equivalents
 
(16,771
)
 
6,942

Cash and cash equivalents at beginning-of-period
 
86,228

 
74,593

Cash and cash equivalents at end-of-period
 
$
69,457

 
$
81,535


The accompanying notes are an integral part of the unaudited consolidated financial statements.

- 8-



FEDNAT HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
(Continued)
 
໿
 
 
Nine Months Ended
 
 
September 30,
 
 
2018
 
2017
Supplemental disclosure of cash flow information:
 
 
 
 
Cash paid (received) during the period for income taxes
 
$
(466
)
 
$
(414
)

The accompanying notes are an integral part of the unaudited consolidated financial statements.



- 9-


FedNat Holding Company and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018


1. ORGANIZATION, CONSOLIDATION AND BASIS OF PREPARATION

Organization

FedNat Holding Company (“FNHC,” the “Company,” “we,” “us,” or "our") is an insurance holding company that controls substantially all aspects of the insurance underwriting, distribution and claims processes through our subsidiaries and contractual relationships with independent agents and general agents.  The Company, through its wholly owned subsidiaries, is authorized to underwrite and/or place homeowners multi-peril ("homeowners"), federal flood and other lines of insurance in Florida and other states. The Company markets, distributes and services its own and third-party insurers’ products and other services through a network of independent and general agents.

FedNat Insurance Company (“FNIC”), our largest wholly owned insurance subsidiary, is licensed as an admitted carrier, to write specific lines of insurance by the state’s insurance departments, in Florida, Louisiana, Texas, Georgia, South Carolina and Alabama.  Monarch National Insurance Company (“MNIC”), our other insurance subsidiary, is licensed as an admitted carrier in Florida. Admitted carriers are bound by rate and form regulations, and are strictly regulated to protect policyholders from a variety of illegal and unethical practices. Admitted carriers are also required to financially contribute to the state guarantee fund used to pay for losses if an insurance carrier becomes insolvent or unable to pay loss amounts due to their policyholders.

Monarch National Insurance Company

We completed our acquisition of MNIC in February 2018 by acquiring the membership interests in MNIC’s indirect parent, Monarch Delaware Holdings LLC (“Monarch Delaware”), held by our joint venture partners.  Our joint venture partners were Crosswinds Investor Monarch LP (“Crosswinds Investor”), a wholly owned subsidiary of Crosswinds Holdings Inc. (“Crosswinds Holdings”), a private equity firm and asset manager, and Transatlantic Reinsurance Company (“TransRe”), an international property and casualty reinsurance company. We purchased the 42.4% Class A membership interest in Monarch Delaware held by Crosswinds Investor for $12.3 million and the 15.2% non-voting membership interest in Monarch Delaware held by TransRe for $4.4 million. We also repaid the outstanding principal balance and interest due on the $5.0 million promissory note to TransRe. MNIC was organized in March 2015 and writes homeowners property and casualty insurance in Florida. 

Crosswinds AUM LLC, a subsidiary of Crosswinds Holdings, serves as an investment consultant to FNHC through December 31, 2018 for a quarterly fee of $75,000.  In addition, subsidiaries of Crosswinds Holdings and TransRe each have a right of first refusal through December 31, 2018 to participate in our catastrophe excess of loss reinsurance program, at market rates and terms, up to a placement of $10.0 million in reinsurance limit in the aggregate from Crosswinds Holdings and up to a placement of $10.0 million in reinsurance limit in excess of its placement on our current catastrophe excess of loss reinsurance program from TransRe. TransRe does currently participate in the reinsurance program.

Please refer to Basis of Presentation and Principles of Consolidation and Note 12 below.

Material Distribution Relationships

Ivantage Select Agency, Inc.
The Company is a party to an insurance agency master agreement with Ivantage Select Agency, Inc. (“ISA”), an affiliate of Allstate Insurance Company (“Allstate”), pursuant to which the Company has been authorized by ISA to appoint Allstate agents to offer the Company’s homeowners insurance products to consumers in Florida. As a percentage of the total homeowners premiums we underwrote,  24.5% and 24.6% were from Allstate’s network of Florida agents, for the three months ended September 30, 2018 and 2017, respectively. For the nine months ended September 30, 2018 and 2017, 23.9% and 24.0%, respectively, of the homeowners premiums we underwrote were from Allstate's network of Florida agents.


- 10-


FedNat Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
September 30, 2018

SageSure Insurance Managers, LLC
The Company is a party to a managing general underwriting agreement with SageSure Insurance Managers, LLC (“SageSure”) to facilitate growth in our FNIC homeowners business outside of Florida.  As a percentage of the total homeowners premiums, 16.2% and 10.7%, respectively, of the Company’s premiums were underwritten by SageSure, for the three months ended September 30, 2018 and 2017, respectively. For the nine months ended September 30, 2018 and 2017, 14.2% and 9.7%, respectively, of the Company's homeowners premiums were underwritten by SageSure.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).  The consolidated financial statements include the accounts of FNHC and its wholly-owned subsidiaries and all entities in which the Company has a controlling financial interest and any variable interest entity (“VIE”) of which the Company is the primary beneficiary. The Company’s management believes the consolidated financial statements reflect all material adjustments, including normal recurring adjustments, necessary to fairly state the financial position, results of operations and cash flows of the Company for the periods presented. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company identifies a VIE as an entity that does not have sufficient equity to finance its own activities without additional financial support or where the equity investors lack certain characteristics of a controlling financial interest.  The Company assesses its contractual, ownership or other interests in a VIE to determine if the Company’s interest participates in the variability the VIE was designed to absorb and pass onto variable interest holders.  The Company performs an ongoing qualitative assessment of its variable interests in a VIE to determine whether the Company has a controlling financial interest and would therefore be considered the primary beneficiary of the VIE.  If the Company determines it is the primary beneficiary of a VIE, the Company consolidates the assets and liabilities of the VIE in its consolidated financial statements.

As of December 31, 2017, in connection with the investment in Monarch Delaware, the Company had determined that the Company possessed the power to direct the activities of the VIE that most significantly impact its economic performance and the Company was the primary beneficiary of the VIE.  As such, the Company consolidated Monarch Delaware in its consolidated financial statements. Refer to Monarch National Insurance Company above, related to our 100% ownership of Monarch Delaware that became effective on February 21, 2018. In accordance with the accounting standard on consolidation, a primary beneficiary that acquires additional ownership of the previously controlled and consolidated subsidiaries is accounted for as an equity transaction and re-measurement of assets and liabilities of previously controlled and consolidated subsidiaries is not permitted. As a result, we accounted for this transaction by eliminating the carrying value of the non-controlling interest to reflect our 100% ownership interest in MNIC as of February 21, 2018. The difference between the consideration paid and the amount by which the non-controlling interest was eliminated has been recognized in additional paid-in capital. Following the closing, Monarch Delaware and Monarch Holdings were merged into MNIC.

Revisions of Previously Issued Financial Statements

Revisions to the three and nine months ended September 30, 2017, were described in Note 1 and Note 16 to our Consolidated Financial Statements set forth in Part II, Item 8, "Financial Statements and Supplementary Data" included in our most recent Form 10-K for the year ended December 31, 2017 (the "2017 Form 10-K").

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

Our significant accounting policies were described in Note 2 of our 2017 Form 10-K. Other than the changes noted in "Recently Issued Accounting Pronouncements, Adopted" below, there have been no significant changes in our significant accounting policies for the nine months ended September 30, 2018.

Accounting Estimates and Assumptions

The Company prepares the accompanying consolidated financial statements in accordance with GAAP, which 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 may materially differ from those estimates.

Similar to other property and casualty insurers, the Company’s liability for loss and loss adjustment expenses ("LAE") reserves, although supported by actuarial projections and other data, is ultimately based on management’s reasoned expectations of future events. Although

- 11-


FedNat Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
September 30, 2018

considerable variability is inherent in these estimates, the Company believes that the liability and LAE reserve is adequate. The Company reviews and evaluates its estimates and assumptions regularly and makes adjustments, reflected in current operations, as necessary, on an ongoing basis.

Recently Issued Accounting Pronouncements, Adopted

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. The update replaces all general and most industry specific revenue recognition guidance (excluding insurance) currently prescribed by 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. The Company adopted this update and the other related revenue standard clarifications and technical guidance effective January 1, 2018, using the modified retrospective approach. The Company completed the analysis of its non-insurance revenues and has concluded that the implementation did not have any impact on the Company’s consolidated financial condition or results of operations.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments.  In February 2018, the FASB issued ASU 2018-03, Technical Corrections and Improvements to Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. Most notably, the combined new guidance required 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. The Company adopted the guidance effective January 1, 2018, by reflecting a cumulative adjustment, which increased retained earnings and decreased accumulated other comprehensive income by $1.0 million. This adjustment represented the level of net unrealized gains and losses associated with our equity investments with readily determinable market values as of January 1, 2018. The adoption also resulted in the recognition of $2.6 million in our consolidated statements of operations and statements of comprehensive income (loss), which represented the change in net unrealized gains and losses on our equity securities for the first nine months of 2018. This new guidance increases our earnings volatility compared to the prior accounting rules.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) to improve the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The update provides guidance on specific cash flow classification issues including the following: (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. Previous GAAP did not include specific guidance on these eight cash flow classification issues. The Company adopted the guidance effective January 1, 2018, and the provisions of this update did not have an impact on our consolidated statements of cash flows or results of operations.

In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The update allowed a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Job Act of 2017 ("Tax Act"). Guidance had previously required the effect of a change in tax laws or rates on deferred tax balances to be reported in income from continuing operations in the accounting period that includes the period of enactment, even if the related income tax effects were originally charged or credited directly to accumulated other comprehensive income. The Company adopted the guidance effective January 1, 2018, by reflecting a cumulative effect adjustment to retained earnings with an off-setting adjustment to accumulated other comprehensive income for less than $0.1 million.

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting. The update expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. The guidance requires non-employee share-based payments awards to be measured consistently with the accounting for employee share-based payment awards, which is the grant date fair value of the equity security, with measurement at the grant date. Previously, non-employee share-based payment awards were measured at either the fair value of consideration received or the fair value of the equity, at the earlier of the date the non-employee committed to perform or the date of performance completion.

- 12-


FedNat Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
September 30, 2018

The Company adopted the guidance effective June 30, 2018, and the provisions of this update did not have an impact on our consolidated financial position or results of operations.

In February 2018, the FASB issued ASU 2018-03, Technical Corrections and Improvements to Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The update provides corrections and improvements and clarifies certain aspects of the guidance issued in ASU 2016-01. The Company adopted the guidance effective July 1, 2018, and the provisions of this update did not have an impact on our consolidated financial position or results of operations.

Recently Issued Accounting Pronouncements, Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842).  The update will supersede the current lease guidance in Topic 840, Leases and 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 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.  The update 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. All of the Company’s leases are classified as operating leases under current lease accounting guidance.  The Company intends to elect the optional transition method and the package of practical expedient, which will allow us to recognize our leases as of January 1, 2019 through a cumulative-effect adjustment to retained earnings, with no adjustment to comparative prior periods presented.  We established a comprehensive approach to implement this standard, and have gathered and assessed the necessary data to determine the scope of impact and now completing our evaluation of processes to meet the accounting and disclosure requirements.  The Company expects to recognize a right-of-sue asset and lease liability on our consolidated balance sheets, however the amount will depend on our leases in existence on January 1, 2019.  However, we do not expect there to be a significant difference in our pattern of lease expense recognition on our consolidated statements of operations, under this ASU.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, 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. The update requires 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 ("OTTI") model. The update also 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. The update is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company is in the early stage of evaluating the impact that the update will have on the Company’s consolidated financial position or results of operations.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to defer and recognize as an asset. The update is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company is in the early stage of evaluating the impact that the update will have on the Company’s consolidated financial position or results of operations.

3. FAIR VALUE

Fair Value Disclosures of Financial Instruments

The Company accounts for financial instruments at fair value or the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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 recorded at fair value are classified and disclosed in one of the following three categories:

Level 1 - Quoted market prices (unadjusted) for identical assets or liabilities in active markets 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, or observable inputs.

- 13-


FedNat Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
September 30, 2018

Level 2 - Quoted market prices for similar assets or liabilities and valuations, using models or other valuation techniques using observable market data.  Significant other observable that can be corroborated by observable market data; and,
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.

The classification of assets and liabilities in the fair value hierarchy is based upon the lowest level input that is significant to the fair value.

The Company’s financial instruments measured at fair value on a recurring basis and the level of the fair value hierarchy of inputs used consisted of the following:
 
 
September 30, 2018
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
(In thousands)
Debt securities - available-for-sale, at fair value:
 
 
 
 
 
 
 
 
United States government obligations and authorities
 
$
59,689

 
$
54,548

 
$

 
$
114,237

Obligations of states and political subdivisions
 

 
9,679

 

 
9,679

Corporate securities
 

 
283,213

 

 
283,213

International securities
 

 
17,019

 

 
17,019

Debt securities, at fair value
 
59,689

 
364,459

 

 
424,148

 
 
 
 
 
 
 
 
 
Equity securities, at fair value
 
19,535

 

 

 
19,535

 
 
 
 
 
 
 
 
 
Total investments, at fair value
 
$
79,224

 
$
364,459

 
$

 
$
443,683

໿
 
 
December 31, 2017
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
(In thousands)
Debt securities - available-for-sale, at fair value:
 
 
 
 
 
 
 
 
United States government obligations and authorities
 
$
51,219

 
$
46,918

 
$

 
$
98,137

Obligations of states and political subdivisions
 

 
66,266

 

 
66,266

Corporate securities
 

 
240,919

 

 
240,919

International securities
 

 
17,916

 

 
17,916

Debt securities, at fair value
 
51,219

 
372,019

 

 
423,238

 
 
 
 
 
 
 
 
 
Equity securities, at fair value
 
15,434

 

 

 
15,434

 
 
 
 
 
 
 
 
 
Total investments, at fair value
 
$
66,653

 
$
372,019

 
$

 
$
438,672


Held-to-maturity debt securities reported on the consolidated balance sheets at amortized cost and disclosed at fair value below (and in Note 4) and the level of fair value hierarchy of inputs used consisted of the following:
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
(In thousands)
September 30, 2018
 
$
3,846

 
$
1,232

 
$

 
$
5,078

December 31, 2017
 
3,936

 
1,338

 

 
5,274


The Company has engaged a nationally recognized third party pricing service to provide the fair values of securities in Level 2. The Company reviews the third party pricing methodologies on a quarterly basis and tests for significant differences between the market price used to value the securities and the recent sales activities.


- 14-


FedNat Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
September 30, 2018

A summary of the significant valuation techniques and market inputs for each financial instrument carried at fair value includes the following:

United States Government Obligations and Authorities - In determining the fair value for United States government securities in Level 1, the Company uses quoted prices (unadjusted) in active markets for identical or similar assets. In determining the fair value for United States government securities in Level 2, the Company uses the market approach utilizing primary valuation inputs including 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, the Company uses the market approach utilizing primary valuation inputs including 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 Securities - In determining the fair value for corporate securities the Company uses the market approach utilizing primary valuation inputs including 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.
Equity Securities: In determining the fair value for equity securities in Level 1, the Company uses quoted prices (unadjusted) in active markets for identical or similar assets.

There were no changes to the Company’s valuation methodology and the Company is not aware of any events or circumstances that would have a significant adverse effect on the carrying value of its assets and liabilities measured at fair value as of September 30, 2018 and December 31, 2017. There were no transfers between the fair value hierarchy levels during the nine months ended September 30, 2018 and 2017.

- 15-


FedNat Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
September 30, 2018

4. INVESTMENTS

Unrealized Gains and Losses

The difference between amortized cost or cost and estimated fair value and gross unrealized gains and losses, by major investment category, consisted of the following:
໿
 
 
Amortized
 
Gross
 
Gross
 
 
 
 
Cost
 
Unrealized
 
Unrealized
 
 
 
 
or Cost
 
Gains
 
Losses
 
Fair Value
 
 
(In thousands)
September 30, 2018
 
 
 
 
 
 
 
 
Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
United States government obligations and authorities
 
$
116,969

 
$
20

 
$
2,752

 
$
114,237

Obligations of states and political subdivisions
 
9,891

 
9

 
221

 
9,679

Corporate
 
287,901

 
246

 
4,934

 
283,213

International
 
17,290

 
20

 
291

 
17,019

 
 
432,051

 
295

 
8,198

 
424,148

 
 
 

 
 

 
 

 
 
Debt securities - held-to-maturity:
 
 

 
 

 
 

 
 
United States government obligations and authorities
 
4,140

 
1

 
174

 
3,967

Corporate
 
1,035

 
3

 
6

 
1,032

International
 
80

 

 
1

 
79

 
 
5,255

 
4

 
181

 
5,078

Total investments (1)
 
$
437,306

 
$
299

 
$
8,379

 
$
429,226

໿

(1) As a result of the adoption of ASU 2016-01 on January 1, 2018 (see additional details in Note 2 above) for our equity securities we now recognize changes in unrealized gains or losses within our statements of operations; therefore they are not included as of September 30, 2018.
 
 
Amortized
 
Gross
 
Gross
 
 
 
 
Cost
 
Unrealized
 
Unrealized
 
 
 
 
or Cost
 
Gains
 
Losses
 
Fair Value
 
 
(In thousands)
December 31, 2017
 
 
 
 
 
 
 
 
Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
United States government obligations and authorities
 
$
98,739

 
$
244

 
$
846

 
$
98,137

Obligations of states and political subdivisions
 
66,319

 
325

 
378

 
66,266

Corporate
 
239,435

 
2,233

 
749

 
240,919

International
 
17,807

 
136

 
27

 
17,916

 
 
422,300

 
2,938

 
2,000

 
423,238

 
 
 
 
 
 
 
 
 
Debt securities - held-to-maturity:
 
 
 
 
 
 
 
 
United States government obligations and authorities
 
4,160

 
9

 
106

 
4,063

Corporate
 
1,123

 
21

 

 
1,144

International
 
66

 
1

 

 
67

 
 
5,349

 
31

 
106

 
5,274

Equity securities
 
14,085

 
1,628

 
279

 
15,434

Total investments
 
$
441,734

 
$
4,597

 
$
2,385

 
$
443,946


- 16-


FedNat Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
September 30, 2018


Net Realized and Unrealized 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.

Net realized and unrealized gains (losses), by major investment category, consisted of the following:
໿
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2018
 
2017
 
2018
 
2017
 
 
(In thousands)
Gross realized and unrealized gains:
 
 
 
 
 
 
 
 
Debt securities
 
$
91

 
$
618

 
$
355

 
$
1,471

Equity securities
 
1,922

 
6,527

 
4,163

 
9,776

Total gross realized and unrealized gains
 
2,013

 
7,145

 
4,518

 
11,247

 
 
 

 
 
 
 
 
 
Gross realized and unrealized losses:
 
 

 
 
 
 
 
 
Debt securities
 
(253
)
 
(103
)
 
(2,571
)
 
(1,293
)
Equity securities
 

 
(941
)
 
(1,031
)
 
(1,310
)
Total gross realized and unrealized losses
 
(253
)
 
(1,044
)
 
(3,602
)
 
(2,603
)
Net realized and unrealized gains (losses) on investments
 
$
1,760

 
$
6,101

 
$
916

 
$
8,644


Proceeds from sale of investment securities were $161.4 million and $252.1 million for the nine months ended September 30, 2018 and 2017, respectively.

The above line item, net realized and unrealized gains (losses) on investments, includes $1.6 million and $2.6 million of recognized net unrealized gains on equity securities for the three and nine months ended September 30, 2018, respectively.

Contractual Maturity

Actual maturities may differ from contractual maturities because issuers may have the right to call or pre-pay obligations.

Amortized cost and estimated fair value of debt securities, by contractual maturity, consisted of the following:
໿

- 17-


FedNat Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
September 30, 2018

 
 
September 30, 2018
 
 
Amortized
 
 
 
 
Cost
 
Fair Value
Securities with Maturity Dates
 
(In thousands)
Debt securities, available-for-sale:
 
 
 
 
One year or less
 
$
36,645

 
$
36,575

Over one through five years
 
212,426

 
209,585

Over five through ten years
 
181,102

 
176,126

Over ten years
 
1,878

 
1,862

 
 
432,051

 
424,148

Debt securities, held-to-maturity:
 
 
 
 
One year or less
 
750

 
751

Over one through five years
 
4,033

 
3,869

Over five through ten years
 
472

 
458

 
 
5,255

 
5,078

Total
 
$
437,306

 
$
429,226


Net Investment Income

Net investment income consisted of the following:
໿
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2018
 
2017
 
2018
 
2017
 
 
(In thousands)
Interest income
 
$
3,089

 
$
2,492

 
$
8,904

 
$
7,073

Dividends income
 
48

 
111

 
154

 
408

Net investment income
 
$
3,137

 
$
2,603

 
$
9,058

 
$
7,481


Aging of Gross Unrealized Losses

Gross unrealized losses and related fair values for debt securities (and equity securities as of December 31, 2017), grouped by duration of time in a continuous unrealized loss position, consisted of the following:
໿
 
 
Less than 12 months
 
12 months or longer
 
Total
 
 
 
 
Gross
 
 
 
Gross
 
 
 
Gross
 
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
 
Value
 
Losses
 
Value
 
Losses
 
Value
 
Losses
 
 
 
 
 
 
(In thousands)
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
United States government obligations and authorities
 
$
83,061

 
$
1,450

 
$
27,124

 
$
1,302

 
$
110,185

 
$
2,752

Obligations of states and political subdivisions
 
5,879

 
94

 
3,265

 
127

 
9,144

 
221

Corporate
 
202,142

 
3,701

 
34,306

 
1,233

 
236,448

 
4,934

International
 
13,439

 
285

 
161

 
6

 
13,600

 
291

 
 
$
304,521

 
$
5,530

 
$
64,856

 
$
2,668

 
$
369,377