XML 30 R17.htm IDEA: XBRL DOCUMENT v3.22.4
Stockholders' Equity
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Stockholders' Equity STOCKHOLDERS’ EQUITY
Cumulative Convertible Preferred Stock
As of December 31, 2022 and 2021, 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,
 20222021
Shares issued and outstanding10 10 
Conversion factor2.50 2.50 
Common shares resulting if converted25 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, 2022 and 2021.
Common Stock
Shares Repurchased
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 SharesAverage
DollarRepurchased During the YearAggregatePrice perPlan
ExpirationAmount Ended December 31, PurchaseShareCompleted or
Date AuthorizedDate (1)Authorized20222021PriceRepurchasedExpired
December 15, 2022December 15, 2024$7,997 186,435 $1,843 $9.89 
November 3, 2020November 3, 2022$20,000 806,324 — 9,800 $12.15 November 2022
November 3, 2020November 3, 2022$20,000 — 116,886 $1,609 $13.77 November 2022
(1)In November 2020, our Board of Directors authorized a share repurchase of up to $20 million of shares of common stock, which expired in November 2022. At the end of this prior authorization, the Company had repurchased slightly more than $12 million of shares of common stock. On December 15, 2022, our Board of Directors authorized a successor share repurchase program under which the Company is authorized to repurchase up to $7,997,057 of shares of common stock through December 15, 2024, which represents the unused portion of the predecessor authorization.
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,
 202220212020
Per Share
Amount		Aggregate
Amount (1)		Per Share
Amount		Aggregate
Amount (1)		Per Share
Amount		Aggregate
Amount (1)
First Quarter$0.16 $5,004 $0.16 $5,027 $0.16 $5,219 
Second Quarter$0.16 $4,990 $0.16 $5,039 $0.16 $5,164 
Third Quarter$0.16 $4,994 $0.16 $5,034 $0.16 $5,130 
Fourth Quarter$0.29 $9,003 $0.29 $9,096 $0.29 $9,092 
(1)Includes dividend equivalents due to employees who hold performance share units, restricted share units or restricted stock awards 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 $231.9 million, $149.9 million and $151.0 million during the years ended December 31, 2022, 2021 and 2020, respectively. UVE made capital contributions of $84.0 million, $92.0 million and $114.0 million to UPCIC during the years ended December 31, 2022, 2021 and 2020, respectively. UVE made capital contributions of $3.0 million to APPCIC during the year ended December 31, 2022. There were no capital contributions by UVE to APPCIC during the years ended December 31, 2021 and 2020. In addition to the above, UVE entered into surplus notes with the Insurance Entities as a form of statutory capital support. During 2022 UVE entered into $110.0 million of subordinated surplus debentures with UPCIC and $4.0 million of subordinated surplus debentures with APPCIC. In 2021 $20.0 million in subordinated surplus debentures were made to UPCIC. See “—Schedule II - Condensed Financial Information of Registrant—Note 2 (Intercompany Note Receivable).”