Stockholders' Equity

12 Months Ended

Dec. 31, 2019

STOCKHOLDERS’ EQUITY

Cumulative Convertible Preferred Stock

As of December 31, 2019 and 2018, the Company had shares outstanding of Series A Preferred Stock. Each share of Series A Preferred Stock is convertible by the Company into shares of common stock.

The following table provides certain information for the convertible Series A preferred stock as of the dates presented (in thousands, except conversion factor):



	As of December 31,
	2019	2018
Shares issued and outstanding	10	10
Conversion factor	2.50	2.50
Common shares resulting if converted	25	25

The Series A Preferred Stock pays a cumulative dividend of $0.25 per share per quarter. The Company declared and paid aggregate dividends to the holder of record of the Company’s Series A Preferred Stock of $10 thousand for each of the years ended December 31, 2019 and 2018.

Common Stock

From time to time, the Company’s Board of Directors may authorize share repurchase programs under which the Company may repurchase shares of the Company’s common stock in the open market. The following table presents repurchases of the Company’s common stock for the periods presented (in thousands, except total number of shares repurchased and per share data):



				Total Number of Shares				Average
		Dollar		Repurchased During the Year		Aggregate		Price per
	Expiration	Amount		Ended December 31,		Purchase		Share		Plan
Date Authorized	Date	Authorized		2019	2018	Price		Repurchased		Completed
November 6, 2019	December 31, 2021	$	40,000	403,142	—	$	11,673	$	28.96
May 6, 2019	December 31, 2020	$	40,000	1,466,575	—	$	40,000	$	27.27	November 2019
December 12, 2018	May 31, 2020	$	20,000	468,108	138,234	$	20,000	$	32.98	May 2019
September 5, 2017	December 31, 2018	$	20,000	—	550,455	$	19,789	$	35.95	December 2018

Dividends Declared

The Company declared dividends on its outstanding shares of common stock to its shareholders of record as follows for the periods presented (in thousands, except per share amounts):



	For the Years Ended December 31,
	2019				2018				2017
	Per Share Amount		Aggregate Amount (1)		Per Share Amount		Aggregate Amount (1)		Per Share Amount		Aggregate Amount (1)
First Quarter	$	0.16	$	5,572	$	0.14	$	4,904	$	0.14	$	4,932
Second Quarter	$	0.16	$	5,545	$	0.14	$	4,920	$	0.14	$	4,887
Third Quarter	$	0.16	$	5,476	$	0.16	$	5,592	$	0.14	$	4,830
Fourth Quarter	$	0.29	$	9,516	$	0.29	$	10,130	$	0.27	$	9,392


(1)	Includes dividend equivalents due to certain employees who hold performance share units or restricted share units which are subject to time-vesting conditions.

Applicable provisions of the Delaware General Corporation Law may affect the ability of the Company to declare and pay dividends on its Common Stock. In particular, pursuant to the Delaware General Corporation Law, a company may pay dividends out of its surplus, as defined, or out of its net profits, for the fiscal year in which the dividend is declared and/or the preceding year. Surplus is defined in the Delaware General Corporation Law to be the excess of net assets of the company over capital. Capital is defined to be the aggregate par value of shares issued. Moreover, the ability of the Company to pay dividends, if and when declared by its Board of Directors, may be restricted by regulatory limits on the amount of dividends, which the Insurance Entities are permitted to pay the Company.

Restrictions limiting the payment of dividends by UVE

UVE pays dividends to shareholders, which are funded by earnings on investments and distributions from the earnings of its consolidated subsidiaries. Generally, other than as disclosed above and in “—Note 7 (Long-Term Debt),” there are no restrictions for UVE limiting the payment of dividends. However, UVE’s ability to pay dividends to shareholders may be affected by restrictions on the ability of the Insurance Entities to pay dividends to UVE through PSI. See “—Note 5 (Insurance Operations),” for a discussion of these restrictions. There are no such restrictions for UVE’s non-insurance consolidated subsidiaries. UVE received distributions from the earnings of its non-insurance consolidated subsidiaries of $121.3 million, $96.6 million and $122.2 million during the years ended December 31, 2019, 2018 and 2017, respectively. UVE did not make any capital contributions to the to the Insurance Entities during the years ended December 31, 2019, 2018 and 2017. Statutory capital and surplus for UPCIC at December 31, 2019 includes a $30.0 million capital contribution funded in February 2020 by UVE through PSI, the Insurance Entities’ parent company, but permitted to be included in statutory capital and surplus at December 31, 2019 with the permission of the FLOIR under statutory accounting principles.

The Company prepares and files a consolidated federal tax return for UVE and its consolidated subsidiaries.