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July 16, 2024
Bruce Lucas
Chief Executive Officer
Slide Insurance Holdings, Inc.
4221 W. Boy Scout Blvd.
Tampa, FL 33607
Re: Slide Insurance Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted June 18, 2024
CIK No. 0001886428
Dear Bruce Lucas:
We have reviewed your draft registration statement and have the
following comments.
Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional comments.
Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1. We note your disclosure of a consolidated net-attritional loss ratio
on page 4. Please
revise to describe what this loss ratio represents and how it is
calculated.
2. Please revise to define and explain, for the average investor, terms
such as Managing
General Agency, coastal specialty zone and Direct to Consumer.
3. Please provide a basis for the statement that you have "a significant
technological
advantage that allows [you] to assess, manage and price risk for
individual and bulk
policy acquisitions." We note you do not address this significant
technological advantage
on page 95 or in a discussion of your competitive position.
4. Please revise to clearly explain your geographic concentration,
including the extent to
which premiums are concentrated on the coasts of South Carolina and
Florida.
July 16, 2024
Page 2
Expanding our presence in admitted and E&S coastal specialty markets, page 5
5. We note your disclosure that you seek to expand your presence in E&S
coastal specialty
markets. Revise your disclosure to explain why this market is termed
"non-admitted." In
this regard, it is unclear if Slide Insurance Holdings is not admitted
or enrolled with the
insurance commission of the states where you do, or intend to do,
business. Further clarify
the risky nature of the areas where you do business, which are "avoided"
by competitors.
For example, clarify, if true, that most insurers cannot perform the
actuarial risk
assessment necessary for approval by the relevant state insurance
commission. Your
revised disclosure should clearly explain the risks of writing insurance
in this space,
including, if true, the reliance on substantially less data to price the
premiums.
Our Organizational Structure, page 9
6. Please also include an organizational chart depicting your
organizational structure and
ownership after the initial public offering.
Summary Consolidated Financial and Other Data, page 12
7. Your presentation of combined ratio, excluding catastrophic losses and
prior year claims
development appears to represent a non-GAAP financial measure given that
it excludes
amounts that are included in the combined ratio, the most directly
comparable measure
calculated and presented in accordance with GAAP. Please revise your
filing to clearly
label and identify this ratio as a non-GAAP financial measure and
provide all of the
relevant disclosures required by Item 10(e)(1) of Regulation S-K.
8. We note your disclosure of the net acquisition expense ratio,
which is the ratio of net
acquisition expenses to net premiums earned. Please tell us and revise
to describe,
quantitatively and qualitatively, what comprises your net acquisition
expenses.
Additionally, please tell us how you determined that the net acquisition
expense ratio does
not constitute a non-GAAP financial measure. Refer to Rule 101(a) of
Regulation G and
Question 100.05 of the Division of Corporation Finance's C&DI on
Non-GAAP Financial
Measures. Please revise your filing as applicable.
Risk Factors, page 15
9. We note your organizational structure depicted on page 9, which explains
that Slide
Specialty Insurance Inc. is under contract to be purchased but has not
yet closed due to
pending regulatory approval. We also note your disclosure on page 15
that all references
in this subsection to the Company, we, us or our
refer to the business of Slide
Insurance Holdings, Inc., its subsidiaries, Slide Insurance Company and
Slide Specialty
Insurance Inc. (each, a Carrier ). Please revise your definition
to exclude Slide
Specialty Insurance Inc., which has not yet been acquired.
10. In this regard, please file the MGA agreement with your "primary
customer," as
referenced on page 19 or advise us why it is not a material agreement
under Item
601(b)(10) of Regulation S-K.
July 16, 2024
Page 3
Our expansion within the United States will subject us to additional costs and
risks and our plans
may not be successful, page 20
11. We note your disclosure, in this risk factor, stating that "[a]s of
December 31, 2023, the
Carriers are legally permitted to write insurance in two states of the
United States, Florida
and South Carolina." We also note your statement on page 2 stating that
you "write
several homeowners and condominium owners products in coastal
specialty markets,
most notably in Florida and South Carolina." Please clarify on page 2,
and where
appropriate, that you are currently only writing insurance in these two
states or advise.
Intense competition in the segments of the insurance industry in which we
operate, page 21
12. We note your disclosure that your competitors include companies such as
"Universal
Property and Casualty, Progressive and People s Trust in the State of
Florida and
companies such as Allstate, Farmers, Progressive, Liberty Mutual, State
Farm and
Travelers in states [you] may seek to expand into." Please disclose the
criteria you used to
identify these companies as your competitors.
13. Revise this risk factor to discuss the extent to which the ability to
compete in your market
is dependent on existing relationships.
Reinsurance may be unavailable at current levels and prices, page 22
14. We note your disclosure on page 23 that "[a]ll of [y]our rated
reinsurers have an AM Best
rating of A- or better." Please revise this risk to disclose the
possible risks that could result
from a fall in those ratings.
We rely on the experience and expertise of our Co-Founders, senior management
team, highly
specialized insurance experts, page 28
15. We note the statement that you rely on "a small number of highly
specialized insurance
experts." If material, revise to identify the number of such experts and
lines of business to
provide context for the risk factor. Additionally, revise your Business
section or where
appropriate to discuss the steps taken to mitigate the risks described
here.
Performance of our investment portfolio is subject to a variety of investment
risks, page 32
16. We note your risk factor which discloses that [i]n recent years,
interest rates have been at
or near historic lows. A protracted low interest rate environment would
continue to place
pressure on our net investment income, particularly as it relates to
fixed income securities
and short-term investments, which, in turn, may adversely affect our
operating results.
Please revise your disclosure to also discuss the more recent rising
interest rate
environment.
The insurance business, including the market for homeowners insurance, is
historically cyclical in
nature, page 45
17. Please clarify in this risk factor, and its subheading, where the
insurance industry
currently is in terms of its cyclical nature so that investors may
assess the risk.
July 16, 2024
Page 4
We operate in a highly regulated environment, page 46
18. We note the statement that two senior officers at your MGA subsidiary
and your CFO
were officers of an insurance company that became insolvent. You also
state that,
"[r]ecently, the FLOIR has issued letters to many insurance carriers in
Florida, including
Slide Insurance Company, asking for additional information on compliance
with the
statute." Please revise to provide additional context, including the
expected timing for
resolution of the matters, and clarify the nature and extent of how
adverse resolutions
could impact your business.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
71
19. Please revise your Management s Discussion and Analysis of Financial
Condition and
Results of Operations section to discuss your financial condition and
changes in financial
condition for each of the periods presented as required by Item 303 of
Regulation S-K.
Refer to SEC Release Nos. 33-6835 and 33-8350.
Revenue, page 75
20. We note you attribute the increase in net premium written as primarily a
result of
assumptions of policies from Citizens, the acquisition and subsequent
renewals of United
Property & Casualty Insurance Company policies, and new policies
written. Additionally
we note you identify policies-in-force and average premium per policy as
key
performance indicators on page 14. Please revise, here or where
appropriate, to address
the following:
disclose and discuss the number of polices written by policy
acquisition channel (i.e.
assumptions, acquisitions and renewals, independent agents and
direct-to-consumer)
for the periods presented;
additionally or together, include a roll-forward of
policies-in-force by acquisition
channel for the periods presented; and
disclose and discuss period over period changes in average premium
per policy.
Expenses, page 76
21. Please revise to address the following items:
quantify and discuss period over period catastrophic losses
recognized within the
financial statements, and
identify the timing and specific events driving the majority of
catastrophic losses
recognized within the periods presented within financial statements.
22. Please revise to disclose quantitative detail of the costs presented in
the General and
administrative expenses line item for each period presented.
Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk, page 81
23. We note that your sensitivity analysis for your interest rate risk
exposure assumes a 100
basis point increase/decrease in interest rates. Please tell us how you
determined that 100
basis points was the appropriate measurement point for the possible
impact of an increase
July 16, 2024
Page 5
or decrease in interest rates, particularly given the changes in
interest rates experienced in
the past 12 months.
Critical Accounting Policies and Estimates, page 82
24. We note your disclosure on page 85 that you currently classify your
investments in
mortgage loans as held to maturity and report them at amortized cost.
Please revise your
filing to provide additional information about these mortgage loans in
your notes to
consolidated financial statements, including the disclosures required by
ASC 326-20.
Business, page 87
25. Please disclose whether you have any dependence on key products or
product lines. If so,
please revise your Business, Risk Factors and MD&A sections accordingly.
Reinsurance, page 91
26. We note that you utilize catastrophe bonds as a method of reinsurance.
Please tell us
whether you are the issuer of the catastrophe bonds and summarize how
you accounted
for the issuance of these catastrophe bonds. Please also tell us the
relevant accounting
guidance considered.
Ratings, page 96
27. We note your risk factor disclosure on page 19 that you do not have a
rating from AM
Best Company. Revise your disclosure on page 96 to include a similar
discussion.
Government Regulation, page 96
28. Please revise your disclosure here to clarify the anticipated timeframe
for being subject to
the additional minimums and restrictions under the consent with FLOIR.
29. We note some state actions to limit rising interest rates and decisions
by insurers to leave
or discontinue policies in certain states due to regulatory restrictions
or frequency of
catastrophic and other events. Please revise your Government Regulation
disclosure, or
where appropriate, to further describe the economic and regulatory
environment,
especially as they relate to Florida and South Carolina and their
coasts.
Anti-Takeover Effects of Some Provisions, page 121
30. We note your disclosure that some provisions of your certificate of
incorporation and
bylaws could make the removal of your incumbent officers and directors
more difficult.
Please revise this section to specify which provisions you are referring
to or advise.
Forum Selection, page 121
31. We note that your forum selection provision identifies a state court or
federal court
located within the State of Delaware as the exclusive forum for certain
litigation,
including any derivative action. We also note your risk factor
disclosure on page 62,
discussing the enforceability of this provision in relation to the
Exchange Act. Please
revise your disclosure on page 121 to include a similar discussion.
Please ensure that the
exclusive forum provision in your governing documents states clearly, if
true, that the
provision does not apply to actions arising under the Exchange Act and
also revise, where
July 16, 2024
Page 6
appropriate, to state that investors cannot waive compliance with the
federal securities
laws and the rules and regulations thereunder.
Consolidated Statements of Operations, page F-5
32. Please tell us how you considered, and your basis for, concluding not to
present
catastrophic losses as a separate line item within your Consolidated
Statements of
Operations. Cite the authoritative guidance upon which you relied.
Notes to Consolidated Financial Statements
1. Nature of Business and Significant Accounting Policies, page F-9
33. We note your disclosure on page F-10 that you have assumed insurance
policies from
Citizens Property Insurance Corporation ( Citizens ), as well as
your disclosures
throughout the filing that policies assumed from Citizens and other
insurance entities have
contributed to your growth. Please revise your disclosure to summarize
your initial
recognition and measurement of assumed policies. Please tell us the
authoritative
guidance upon which you relied.
34. We note your disclosure on page F-15 that the if-converted method
is used in
calculating diluted EPS. Please tell us how you determined that the
if-converted method is
appropriate to apply in determining the dilutive effect of your common
stock share option
awards. Please refer to ASC 260-10-45-28A.
Notes to Consolidated Financial Statements
6. Fixed-Maturity Securities Available-For-Sale, page F-22
35. We note that your net investment income was $20.9 million and $2.4
million in 2023 and
2022, respectively, which, as disclosed on page F-24, excludes realized
gains. We also
note your disclosure on pg. F-27 that realized gains and losses are
reflected in net
realized investment gains (losses) on the consolidated statements of
income although
such a line item is not presented in the income statement. Please revise
your filing to
disclose the amount of any realized gains and losses on investment
securities for the
periods presented and to clarify where such realized gains and losses
are presented in your
financial statements.
Notes to Consolidated Financial Statements
10. Loss and Loss Adjustment Expenses, page F-28
36. Please revise to disclose a description of your methodology for
calculating cumulative
claim frequency information. Refer to ASC 944-40-50-4F.
37. We note your disclosure on page F-30 that your tabular disclosure about
incurred and paid
losses and reserve development, as well as cumulative claim frequency
and the total
incurred-but-not-reported liabilities plus expected development on
reported claims, is
supplementary and unaudited information. Please tell us how you
determined that this
information should be considered supplementary and unaudited, including
for the most
recent reporting period. Please refer to ASC 944-40-50-4B and revise as
appropriate.
July 16, 2024
Page 7
Please contact Katharine Garrett at 202-551-2332 or Lory Empie at
202-551-3714 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Aisha Adegbuyi at 202-551-8754 or James Lopez at 202-551-3536 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Finance
cc: Richard D. Truesdell, Jr., Esq.