##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549





Form 10-Q







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2009

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission File Number

001-34126





Homeowners Choice, Inc.

(Exact name of Registrant as specified in its
charter)







|                         |  |                                  
|------------------------ |  | ---------------------------------
|Florida                  |  | 20-5961396                       
|(State of Incorporation) |  | (IRS Employer Identification No.)

2340 Drew Street, Suite 200

Clearwater, FL 33765

(Address, including zip code of principal executive
offices)

(727) 213-3600

(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  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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   ̈    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. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).    Yes   ̈    No  x

The aggregate number of shares of the Registrants Common Stock, no par value, outstanding on August 7, 2009 was 6,714,109.









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##### Table of Contents

HOMEOWNERS CHOICE, INC. AND SUBSIDIARIES

TABLE OF CONTENTS



|        |  |                                                                                                             |  |      
|------- |  | ----------------------------------------------------------------------------------------------------------- |  | -----
|        |  |                                                                                                             |  | Page 
|        |  | PART I  FINANCIAL INFORMATION                                                                              |  |      
|        |  |                                                                                                            
|ITEM 1  |  | FINANCIAL STATEMENTS                                                                                        |  |      
|        |  |                                                                                                            
|        |  | Condensed Consolidated Balance Sheets, June 30, 2009 (unaudited) and December 31, 2008                      |  | 1    
|        |  |                                                                                                            
|        |  | Condensed Consolidated Statements of Earnings Three and Six Months Ended June 30, 2009 and 2008 (unaudited) |  | 2    
|        |  |                                                                                                            
|        |  | Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 2009 and 2008 (unaudited)         |  | 3    
|        |  |                                                                                                            
|        |  | Condensed Consolidated Statement of Stockholders Equity Six Months Ended June 30, 2009 (unaudited)         |  | 4    
|        |  |                                                                                                            
|        |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                            |  | 5-12 
|        |  |                                                                                                            
|        |  | Report by Independent Registered Public Accounting Firm                                                     |  | 13   
|        |  |                                                                                                            
|        |  | Report of Independent Registered Public Accounting Firm                                                     |  | 14   
|        |  |                                                                                                            
|ITEM 2  |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                       |  | 15-25
|        |  |                                                                                                            
|ITEM 3  |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                  |  | 25   
|        |  |                                                                                                            
|ITEM 4  |  | CONTROLS AND PROCEDURES                                                                                     |  | 25   
|        |  |                                                                                                            
|        |  | PART II  OTHER INFORMATION                                                                                 |  |      
|        |  |                                                                                                            
|ITEM 1  |  | LEGAL PROCEEDINGS                                                                                           |  | 25   
|        |  |                                                                                                            
|ITEM 1a |  | RISK FACTORS                                                                                                |  | 25   
|        |  |                                                                                                            
|ITEM 2  |  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                                 |  | 26-27
|        |  |                                                                                                            
|ITEM 4  |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                         |  | 27   
|        |  |                                                                                                            
|ITEM 6  |  | EXHIBITS                                                                                                    |  | 28-32
|        |  |                                                                                                            
|        |  | SIGNATURES                                                                                                  |  | 33   
|        |  |                                                                                                            
|        |  | CERTIFICATIONS                                                                                              |  | 34-37



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##### Table of Contents

PART I  FINANCIAL INFORMATION

ITEM 
1 FINANCIAL STATEMENTS

HOMEOWNERS CHOICE, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Dollars in thousands)



|                                                                                                                                                                       |  |                 |         |                     |        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ------- | ------------------- | -------
|                                                                                                                                                                       |  | At June 30,2009 |         | At December 31,2008
|                                                                                                                                                                       |  | (Unaudited)     |         |                    
|Assets                                                                                                                                                                 |  |                 |         |                     |        
|Investment in fixed maturity securities, held-to-maturity, at amortized cost (fair value $2,005 at June 30, 2009)                                                      |  | $               | 1,889   |                     |       
|Short-term investments                                                                                                                                                 |  |                 | 35,042  |                     | 27,582 
|Cash and cash equivalents                                                                                                                                              |  |                 | 79,950  |                     | 81,060 
|Accrued interest and dividends receivable                                                                                                                              |  |                 | 69      |                     | 63     
|Premiums receivable                                                                                                                                                    |  |                 | 33,042  |                     | 5,021  
|Note receivable                                                                                                                                                        |  |                 | 450     |                     | 450    
|Ceded reinsurance balances receivable                                                                                                                                  |  |                 |        |                     | 157    
|Prepaid reinsurance premiums                                                                                                                                           |  |                 | 76      |                     | 7,122  
|Deferred policy acquisition costs                                                                                                                                      |  |                 | 12,534  |                     | 6,292  
|Property and equipment, net                                                                                                                                            |  |                 | 241     |                     | 267    
|Deferred income taxes                                                                                                                                                  |  |                 | 2,707   |                     | 3,563  
|Other assets                                                                                                                                                           |  |                 | 408     |                     | 412    
|                                                                                                                                                                       |  |                 |         |                     |        
|                                                                                                                                                                       |  |                
|Total assets                                                                                                                                                           |  | $               | 166,408 |                     | 131,989
|                                                                                                                                                                       |  |                 |         |                     |        
|                                                                                                                                                                       |  |                
|Liabilities and Stockholders Equity                                                                                                                                   |  |                 |         |                     |        
|Losses and loss adjustment expenses                                                                                                                                    |  |                 | 23,290  |                     | 14,763 
|Unearned premiums                                                                                                                                                      |  |                 | 82,683  |                     | 67,219 
|Ceded reinsurance balances payable                                                                                                                                     |  |                 | 5,968   |                     | 6,136  
|Accrued expenses                                                                                                                                                       |  |                 | 5,316   |                     | 1,535  
|Income taxes payable                                                                                                                                                   |  |                 | 1,649   |                     | 4,704  
|Other liabilities                                                                                                                                                      |  |                 | 1,143   |                     | 239    
|                                                                                                                                                                       |  |                 |         |                     |        
|                                                                                                                                                                       |  |                
|Total liabilities                                                                                                                                                      |  |                 | 120,049 |                     | 94,596 
|                                                                                                                                                                       |  |                 |         |                     |        
|                                                                                                                                                                       |  |                
|Stockholders equity:                                                                                                                                                  |  |                 |         |                     |        
|Preferred stock (no par value 20,000,000 shares authorized, no shares issued or outstanding)                                                                           |  |                 |        |                     |       
|Common stock, (no par value, 40,000,000 shares authorized, 6,791,411 and 6,892,668 shares issued and outstanding at June 30, 2009 and
December 31, 2008, respectively) |  |                 |        |                     |       
|Additional paid-in capital                                                                                                                                             |  |                 | 23,460  |                     | 23,783 
|Retained earnings                                                                                                                                                      |  |                 | 22,899  |                     | 13,610 
|                                                                                                                                                                       |  |                 |         |                     |        
|                                                                                                                                                                       |  |                
|Total stockholders equity                                                                                                                                             |  |                 | 46,359  |                     | 37,393 
|                                                                                                                                                                       |  |                 |         |                     |        
|                                                                                                                                                                       |  |                
|Total liabilities and stockholders equity                                                                                                                             |  | $               | 166,408 |                     | 131,989
|                                                                                                                                                                       |  |                 |         |                     |        

See accompanying Notes to Condensed Consolidated Financial Statements.



1



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HOMEOWNERS CHOICE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Earnings

(Unaudited)

(Dollars in thousands, except per share amounts)



|                                                   |  |                            |        |                          |        |      |        |      |       
|-------------------------------------------------- |  | -------------------------- | ------ | ------------------------ | ------ | ---- | ------ | ---- | ------
|                                                   |  | Three Months EndedJune 30, |        | Six Months EndedJune 30,
|                                                   |  | 2009                       |        | 2008                     |        | 2009 |        | 2008
|Revenue                                            |  |                            |        |                          |        |      |        |      |       
|                                                   |  |                            |        |                         
|Net premiums earned                                |  | $                          | 19,615 |                          | 9,818  |      | 40,945 |      | 20,259
|Net investment income                              |  |                            | 361    |                          | 381    |      | 719    |      | 727   
|Other                                              |  |                            | 376    |                          | 284    |      | 1,011  |      | 403   
|                                                   |  |                            |        |                          |        |      |        |      |       
|                                                   |  |                            |        |                         
|Total revenue                                      |  |                            | 20,352 |                          | 10,483 |      | 42,675 |      | 21,389
|                                                   |  |                            |        |                          |        |      |        |      |       
|                                                   |  |                            |        |                         
|Expenses                                           |  |                            |        |                          |        |      |        |      |       
|                                                   |  |                            |        |                         
|Losses and loss adjustment expenses                |  |                            | 12,605 |                          | 4,173  |      | 22,627 |      | 6,447 
|Policy acquisition and other underwriting expenses |  |                            | 1,553  |                          | 1,334  |      | 2,653  |      | 2,947 
|Other operating expenses                           |  |                            | 1,282  |                          | 469    |      | 2,346  |      | 1,172 
|                                                   |  |                            |        |                          |        |      |        |      |       
|                                                   |  |                            |        |                         
|Total expenses                                     |  |                            | 15,440 |                          | 5,976  |      | 27,626 |      | 10,566
|                                                   |  |                            |        |                          |        |      |        |      |       
|                                                   |  |                            |        |                         
|Income before income taxes                         |  |                            | 4,912  |                          | 4,507  |      | 15,049 |      | 10,823
|                                                   |  |                            |        |                         
|Income taxes                                       |  |                            | 1,907  |                          | 1,694  |      | 5,760  |      | 4,087 
|                                                   |  |                            |        |                          |        |      |        |      |       
|                                                   |  |                            |        |                         
|Net income                                         |  | $                          | 3,005  |                          | 2,813  |      | 9,289  |      | 6,736 
|                                                   |  |                            |        |                          |        |      |        |      |       
|                                                   |  |                            |        |                         
|Basic earnings per share                           |  | $                          | .44    |                          | .54    |      | 1.35   |      | 1.30  
|                                                   |  |                            |        |                          |        |      |        |      |       
|                                                   |  |                            |        |                         
|Diluted earnings per share                         |  | $                          | .42    |                          | .54    |      | 1.28   |      | 1.30  
|                                                   |  |                            |        |                          |        |      |        |      |       
|                                                   |  |                            |        |                         
|Dividends per share                                |  | $                          |       |                          |       |      |       |      |      
|                                                   |  |                            |        |                          |        |      |        |      |       

See accompanying Notes to Condensed Consolidated Financial Statements.



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HOMEOWNERS CHOICE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)



|                                                                                  |  |                          |         |   |      |         |  
|--------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | ------- | -
|                                                                                  |  | Six Months EndedJune 30, |        
|                                                                                  |  | 2009                     |         |   | 2008 |        
|Cash flows from operating activities:                                             |  |                          |         |   |      |         |  
|Net income                                                                        |  | $                        | 9,289   |   |      | 6,736   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                          |         |   |      |         |  
|Stock-based compensation                                                          |  |                          | 241     |   |      | 217     |  
|Depreciation and amortization                                                     |  |                          | 29      |   |      | 7       |  
|Loss on disposal of property and equipment                                        |  |                          | 82      |   |      |        |  
|Deferred income taxes (benefit)                                                   |  |                          | 856     |   |      | (434    | )
|Changes in operating assets and liabilities:                                      |  |                          |         |   |      |         |  
|Premiums receivable                                                               |  |                          | (28,021 | ) |      | (11,394 | )
|Assumed reinsurance balances receivable                                           |  |                          |        |   |      | (966    | )
|Ceded reinsurance balances receivable                                             |  |                          | 157     |   |      |        |  
|Prepaid reinsurance premiums                                                      |  |                          | 7,046   |   |      |        |  
|Accrued interest and dividends receivable                                         |  |                          | (6      | ) |      | (78     | )
|Other assets                                                                      |  |                          | 4       |   |      | (668    | )
|Ceded reinsurance balances payable                                                |  |                          | (168    | ) |      | (334    | )
|Deferred policy acquisition costs                                                 |  |                          | (6,242  | ) |      | (2,561  | )
|Losses and loss adjustment expenses                                               |  |                          | 8,527   |   |      | 3,881   |  
|Unearned premiums                                                                 |  |                          | 15,464  |   |      | 16,083  |  
|Income taxes payable                                                              |  |                          | (3,055  | ) |      | 1,092   |  
|Accrued expenses and other liabilities                                            |  |                          | 4,685   |   |      | 2,216   |  
|                                                                                  |  |                          |         |   |      |         |  
|Net cash provided by operating activities                                         |  |                          | 8,888   |   |      | 13,797  |  
|                                                                                  |  |                          |         |   |      |         |  
|                                                                                  |  |                         
|Cash flows from investing activities:                                             |  |                          |         |   |      |         |  
|Purchase of property and equipment, net                                           |  |                          | (85     | ) |      | (67     | )
|Purchase of fixed maturity securities, net                                        |  |                          | (1,889  | ) |      |        |  
|Purchase of short-term investments, net                                           |  |                          | (7,460  | ) |      | (11,004 | )
|                                                                                  |  |                          |         |   |      |         |  
|Net cash used in investing activities                                             |  |                          | (9,434  | ) |      | (11,071 | )
|                                                                                  |  |                          |         |   |      |         |  
|                                                                                  |  |                         
|Cash flows from financing activities:                                             |  |                          |         |   |      |         |  
|Proceeds from the exercise of common stock options                                |  |                          | 40      |   |      |        |  
|Repurchases of common stock                                                       |  |                          | (613    | ) |      |        |  
|Excess tax benefit from common stock options exercised                            |  |                          | 9       |   |      |        |  
|                                                                                  |  |                          |         |   |      |         |  
|Net cash used in financing activities                                             |  |                          | (564    | ) |      |        |  
|                                                                                  |  |                          |         |   |      |         |  
|Net (decrease) increase in cash and cash equivalents                              |  |                          | (1,110  | ) |      | 2,726   |  
|Cash and cash equivalents at beginning of period                                  |  |                          | 81,060  |   |      | 15,729  |  
|                                                                                  |  |                          |         |   |      |         |  
|Cash and cash equivalents at end of period                                        |  | $                        | 79,950  |   |      | 18,455  |  
|                                                                                  |  |                          |         |   |      |         |  
|                                                                                  |  |                         
|Supplemental disclosure of cash flow information:                                 |  |                          |         |   |      |         |  
|Cash paid for income taxes                                                        |  | $                        | 7,950   |   |      | 3,428   |  
|                                                                                  |  |                          |         |   |      |         |  
|                                                                                  |  |                         
|Cash paid for interest                                                            |  | $                        |        |   |      |        |  
|                                                                                  |  |                          |         |   |      |         |  

See accompanying Notes to Condensed Consolidated Financial Statements.



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HOMEOWNERS CHOICE, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Stockholders Equity

Six Months Ended June 30, 2009

(Dollars in thousands)



|                                                |  |              |   |                          |        |   |                  |        |       |  |        |  |        |  
|----------------------------------------------- |  | ------------ | - | ------------------------ | ------ | - | ---------------- | ------ | ----- |  | ------ |  | ------ | -
|                                                |  | Common stock |   | AdditionalPaid-InCapital |        |   | RetainedEarnings |        |       | 
|                                                |  | Shares       |   |                          | Amount |   |                  |        | Total | 
|                                                |  |              |   |                          |       
|Balance at December 31, 2008                    |  | 6,892,668    |   |                          | $      |  |                  | 23,783 |       |  | 13,610 |  | 37,393 |  
|Net income                                      |  |             |   |                          |        |  |                  |       |       |  | 9,289  |  | 9,289  |  
|Excess tax benefit from stock options exercised |  |             |   |                          |        |  |                  | 9      |       |  |       |  | 9      |  
|Repurchases and retirement of common stock      |  | (117,257     | ) |                          |        |  |                  | (613   | )     |  |       |  | (613   | )
|Exercise of stock options                       |  | 16,000       |   |                          |        |  |                  | 40     |       |  |       |  | 40     |  
|Stock-based compensation                        |  |             |   |                          |        |  |                  | 241    |       |  |       |  | 241    |  
|                                                |  |              |   |                          |        |   |                  |        |       |  |        |  |        |  
|Balance at June 30, 2009                        |  | 6,791,411    |   |                          | $      |  |                  | 23,460 |       |  | 22,899 |  | 46,359 |  
|                                                |  |              |   |                          |        |   |                  |        |       |  |        |  |        |  

See accompanying Notes to Condensed Consolidated Financial Statements.



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HOMEOWNERS CHOICE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 1  Summary of Significant Accounting Policies

Basis of Presentation

The accompanying
unaudited, condensed consolidated financial statements for Homeowners Choice, Inc. and its subsidiaries (collectively, the Company), which consist of Homeowners Choice Property & Casualty Insurance Company, Inc., Homeowners
Choice Managers, Inc., Southern Administration, Inc., and Claddaugh Casualty Insurance Company, Ltd., have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim
financial information, and the Securities and Exchange Commission (SEC) rules for interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have
been condensed or omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying financial statements reflect all normal recurring adjustments necessary to present fairly the Companys financial position
as of June 30, 2009 and the results of operations and cash flows for the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for any
subsequent interim period or for the fiscal year ending December 31, 2009. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements
for the year ended December 31, 2008 included in the Companys Form 10-K, which was filed with the SEC on March 13, 2009.

In preparing the interim unaudited condensed consolidated financial statements, management was required to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related
disclosures at the financial reporting date and throughout the periods being reported upon. Certain of the estimates result from judgments that can be subjective and complex and consequently actual results may differ from these estimates.

Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of loss and loss
adjustment expenses, ceded reinsurance balances payable, the recoverability of deferred policy acquisition costs, the determination of federal income taxes, and the net realizable value of reinsurance recoverables. Although considerable variability
is inherent in these estimates, management believes that the amounts provided are reasonable. These estimates are continually reviewed and adjusted as necessary. Such adjustments are reflected in current operations.

All significant intercompany balances and transactions have been eliminated. Certain reclassifications have been made to the prior-period balances to
conform to the current-period presentation.

(continued)



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HOMEOWNERS CHOICE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)



Note 1  Summary of Significant Accounting Policies, continued



Investments in Fixed Maturity Securities

Fixed maturity securities are comprised of corporate bonds. Those fixed maturity securities that the Company has the ability and positive intent to hold
to maturity are classified as held-to-maturity and carried at amortized cost. Investment income is recognized as earned and the discount or premium arising from the purchase of fixed maturity securities is amortized using the interest method over
the estimated remaining term of the security. In the event the Company purchases available-for-sale securities, such investments are carried at market value as of the balance sheet date. Temporary changes in the fair value of available-for-sale
fixed maturity securities are reported in stockholders equity as a component of accumulated other comprehensive income, net of deferred income taxes. Realized investment gains and losses are determined using the specific identification method.

When the fair value of any investment is lower than its cost, an assessment is made to determine whether the decline is temporary or
other-than-temporary. If the decline is deemed to be other-than-temporary, the investment is written down to fair value and the impairment charge is reported as a loss on investments in the condensed consolidated statements of earnings in the period
in which the Company makes such determination. The Company considers various factors in determining if a decline in the fair value is other-than-temporary (see Note 3  Investments).

Note 2  Recent Accounting Pronouncements

In
May 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 165, Subsequent Events(SFAS 165). SFAS 165 establishes general
standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 is effective for interim or annual periods ending after June 15,
2009. The impact of adoption did not have any effect on the Companys consolidated financial statements.

In June 2009, the FASB
issued SFAS No. 166, Accounting for Transfers of Financial Assets-an amendment of FASB Statement No. 140(SFAS 166). SFAS 166 removes the concept of a qualifying special-purpose entity from SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities, and removes the exception from applying FASB Interpretation No. 46(R). This statement is effective for annual periods beginning after
November 15, 2009. Management does not anticipate the pending adoption will have a material effect on the Companys consolidated financial condition or results of operations.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R)(SFAS 167). SFAS
167 changes the approach to determining the primary beneficiary of a variable interest entity (VIE) and requires companies to more frequently assess whether they must consolidate VIEs. SFAS 167 is effective for annual periods beginning
after November 15, 2009. Management does not anticipate the pending adoption will have a material effect on the Companys consolidated financial condition or results of operations.



|  |  |            
|- |  | -----------
|  |  | (continued)
|6



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HOMEOWNERS CHOICE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)



Note 2  Recent Accounting Pronouncements, continued



In June 2009, the FASB issued SFAS No. 168,
The FASB Accounting Standards CodificationTMand the Hierarchy of Generally
Accepted Accounting Principles  a replacement of FASB Statement No. 162, (SFAS 168). The FASB Accounting Standards CodificationTM(Codification) will become the source of authoritative, nongovernmental GAAP recognized by FASB except for rules and
interpretive releases of the Securities and Exchange Commission (SEC), which are sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for financial statements issued for interim and annual periods ending after
September 15, 2009. On the effective date, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become
nonauthoritative. As the Codification was not intended to change or alter existing GAAP, it will not have any impact on the Companys consolidated financial statements.

Note 3  Investments

Short-term investments are carried at amortized cost, which approximates
fair value. During June 2009, the Company made an initial investment in fixed maturity securities comprised of corporate bonds which mature in 2012. The amortized cost and estimated fair value of these investments, which were classified as
held-to-maturity at June 30, 2009, are summarized as follows (in thousands):



|                             |  |               |       |                     |     |                     |   |           |   |      
|---------------------------- |  | ------------- | ----- | ------------------- | --- | ------------------- | - | --------- | - | -----
|                             |  | AmortizedCost |       | GrossUnrealizedGain |     | GrossUnrealizedLoss |   | FairValue
|                             |  |               |       |                    
|Corporate bonds, due in 2012 |  | $             | 1,889 |                     | 116 |                     |  |           | $ | 2,005
|                             |  |               |       |                     |     |                     |   |           |   |      

The Company regularly reviews its investment portfolio to evaluate the necessity of recording
impairment losses for other-than temporary declines in fair value. The Company considers various factors in determining if a decline in the fair value is other-than-temporary including:



| |  |  | the financial condition and near-term prospects of the issuer, including any specific events that may affect its operations or earnings;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the length of time and the extent to which the market value of the security has been below its cost or amortized cost;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | general market conditions and industry or sector specific factors;
| | - |  | ------------------------------------------------------------------



| |  |  | nonpayment by the issuer of its contractually obligated interest and principal payments; and
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | the Companys intent and ability to hold the investment for a period of time sufficient to allow for the recovery of costs.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------

With respect to the investment summarized above, the estimated fair value exceeds the amortized cost of the securities as of June 30, 2009. The
Company expects to recover the carrying value of these securities. As such, the Company determined the securities were not impaired at June 30, 2009.



|  |  |            
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|7



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##### Table of Contents

HOMEOWNERS CHOICE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)



Note 4  Reinsurance

The Company cedes a portion of its homeowners insurance exposure to other entities under catastrophe excess of loss reinsurance treaties. The Company remains liable with respect to claims payments in the event that
any of the reinsurers are unable to meet their obligations under the reinsurance agreements. Thus, the Company continually monitors the financial condition of its reinsurers and periodically confirms the credit rating of its reinsurers by inquiry of
and discussion with its reinsurance brokers.

The impact of the catastrophe excess of loss reinsurance treaties on premiums written and
earned is as follows (dollars in thousands):



|                     |  |                            |        |   |                          |        |   |      |         |   |      |        |  
|-------------------- |  | -------------------------- | ------ | - | ------------------------ | ------ | - | ---- | ------- | - | ---- | ------ | -
|                     |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |       
|                     |  | 2009                       |        |   | 2008                     |        |   | 2009 |         |   | 2008 |       
|                     |  |                            |        |  
|Premiums Written     |  |                            |        |   |                          |        |   |      |         |   |      |        |  
|Direct               |  | $                          | 37,176 |   |                          | 18,227 |   |      | 78,333  |   |      | 26,858 |  
|Assumed              |  |                            | (1,163 | ) |                          | 1,272  |   |      | (3,918  | ) |      | 14,196 |  
|                     |  |                            |        |   |                          |        |   |      |         |   |      |        |  
|Gross written        |  |                            | 36,013 |   |                          | 19,499 |   |      | 74,415  |   |      | 41,054 |  
|Ceded                |  |                            | (8,999 | ) |                          | (3,190 | ) |      | (18,005 | ) |      | (4,711 | )
|                     |  |                            |        |   |                          |        |   |      |         |   |      |        |  
|Net premiums written |  |                            | 27,014 |   |                          | 16,309 |   |      | 56,410  |   |      | 36,343 |  
|                     |  |                            |        |   |                          |        |   |      |         |   |      |        |  
|                     |  |                            |        |  
|Premiums Earned      |  |                            |        |   |                          |        |   |      |         |   |      |        |  
|Direct               |  | $                          | 14,807 |   |                          | 3,234  |   |      | 24,379  |   |      | 4,375  |  
|Assumed              |  |                            | 13,807 |   |                          | 9,774  |   |      | 34,571  |   |      | 20,595 |  
|                     |  |                            |        |   |                          |        |   |      |         |   |      |        |  
|Gross earned         |  |                            | 28,614 |   |                          | 13,008 |   |      | 58,950  |   |      | 24,970 |  
|Ceded                |  |                            | (8,999 | ) |                          | (3,190 | ) |      | (18,005 | ) |      | (4,711 | )
|                     |  |                            |        |   |                          |        |   |      |         |   |      |        |  
|Net premiums earned  |  | $                          | 19,615 |   |                          | 9,818  |   |      | 40,945  |   |      | 20,259 |  
|                     |  |                            |        |   |                          |        |   |      |         |   |      |        |  

During the three and six months ended June 30, 2009 and 2008, there were no recoveries
pertaining to reinsurance contracts that were deducted from losses incurred. At June 30, 2009, prepaid reinsurance premiums related to an individual per risk excess reinsurance treaty. At June 30, 2009, there were no amounts receivable
with respect to reinsurers. Thus, there were no concentrations of credit risk associated with reinsurance receivables and prepaid reinsurance premiums as of June 30, 2009.



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##### Table of Contents

HOMEOWNERS CHOICE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued

(unaudited)



Note 5  Losses and Loss Adjustment Expenses

The liability for losses and loss adjustment expenses (LAE) is determined on an individual case basis for all claims reported. The liability
also includes amounts for unallocated expenses, anticipated future claim development and losses incurred, but not reported.

Activity in
the liability for unpaid losses and LAE is summarized as follows (dollars in thousands):



|                                  |  |                            |        |   |                          |        |   |      |         |   |      |        |  
|--------------------------------- |  | -------------------------- | ------ | - | ------------------------ | ------ | - | ---- | ------- | - | ---- | ------ | -
|                                  |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |       
|                                  |  | 2009                       |        |   | 2008                     |        |   | 2009 |         |   | 2008 |       
|Balance, beginning of period      |  | $                          | 18,659 |   |                          | 2,848  |   |      | 14,894  |   |      | 1,688  |  
|Less reinsurance recoverables     |  |                            |       |   |                          |       |   |      | (131    | ) |      |       |  
|                                  |  |                            |        |   |                          |        |   |      |         |   |      |        |  
|Net balance  beginning of period |  |                            | 18,659 |   |                          | 2,848  |   |      | 14,763  |   |      | 1,688  |  
|                                  |  |                            |        |   |                          |        |   |      |         |   |      |        |  
|Incurred related to:              |  |                            |        |   |                          |        |   |      |         |   |      |        |  
|Current period                    |  |                            | 13,878 |   |                          | 3,997  |   |      | 24,246  |   |      | 6,818  |  
|Prior period                      |  |                            | (1,273 | ) |                          | 176    |   |      | (1,619  | ) |      | (371   | )
|                                  |  |                            |        |   |                          |        |   |      |         |   |      |        |  
|Total incurred                    |  |                            | 12,605 |   |                          | 4,173  |   |      | 22,627  |   |      | 6,447  |  
|                                  |  |                            |        |   |                          |        |   |      |         |   |      |        |  
|Paid related to:                  |  |                            |        |   |                          |        |   |      |         |   |      |        |  
|Current period                    |  |                            | (7,727 | ) |                          | (1,310 | ) |      | (10,006 | ) |      | (1,866 | )
|Prior period                      |  |                            | (247   | ) |                          | (142   | ) |      | (4,094  | ) |      | (700   | )
|                                  |  |                            |        |   |                          |        |   |      |         |   |      |        |  
|Total paid                        |  |                            | (7,974 | ) |                          | (1,452 | ) |      | (14,100 | ) |      | (2,566 | )
|                                  |  |                            |        |   |                          |        |   |      |         |   |      |        |  
|Net balance at end of period      |  |                            | 23,290 |   |                          | 5,569  |   |      | 23,290  |   |      | 5,569  |  
|Plus reinsurance recoverables     |  |                            |       |   |                          | 73     |   |      |        |   |      | 73     |  
|                                  |  |                            |        |   |                          |        |   |      |         |   |      |        |  
|Balance, end of period            |  | $                          | 23,290 |   |                          | 5,642  |   |      | 23,290  |   |      | 5,642  |  
|                                  |  |                            |        |   |                          |        |   |      |         |   |      |        |  

The Company writes insurance in the State of Florida, which could be exposed to hurricanes or
other natural catastrophes. Although the occurrence of a major catastrophe could have a significant effect on our monthly or quarterly results of operations, the Company believes that such an event would not be so material as to disrupt the overall
normal operations of the Company. However, the Company is unable to predict the frequency or severity of any such events that may occur in the near term or thereafter.



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|9



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##### Table of Contents

HOMEOWNERS CHOICE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued

(unaudited)



Note 6  Income Taxes

During the three and six months ended June 30, 2009, the Company recorded approximately $1.9 million and $5.8 million, respectively, of income taxes, which resulted in estimated annual effective tax rates of
approximately 39% and 38%, respectively. During the three and six months ended June 30, 2008, the Company recorded approximately $1.7 million and $4.1 million, respectively, of income tax expense, which resulted in estimated annual effective
tax rates of approximately 38%. The Companys estimated annual effective tax rate differs from the statutory federal income tax rate due to state income taxes, stock-based compensation and other nondeductible items.

Note 7  Earnings Per Share

Basic earnings per
share is computed on the basis of the weighted-average number of common shares outstanding. Diluted earnings per share is computed based on the weighted-average number of shares outstanding and reflects the assumed exercise or conversion of dilutive
securities, such as stock options and warrants, computed using the treasury stock method. A summary of the numerator and denominator of the basic and fully diluted earnings per share is presented below (dollars and shares in thousands, except per
share amounts):



|                                            |  |                            |       |                          |       |      |       |      |      
|------------------------------------------- |  | -------------------------- | ----- | ------------------------ | ----- | ---- | ----- | ---- | -----
|                                            |  | Three Months EndedJune 30, |       | Six Months EndedJune 30,
|                                            |  | 2009                       |       | 2008                     |       | 2009 |       | 2008
|                                            |  |                            |       |                         
|Numerator -                                 |  |                            |       |                          |       |      |       |      |      
|Net earnings                                |  | $                          | 3,005 |                          | 2,813 |      | 9,289 |      | 6,736
|                                            |  |                            |       |                          |       |      |       |      |      
|Denominator:                                |  |                            |       |                          |       |      |       |      |      
|Weighted average shares - basic             |  |                            | 6,843 |                          | 5,182 |      | 6,869 |      | 5,182
|Effect of dilutive securities:              |  |                            |       |                          |       |      |       |      |      
|Stock options                               |  |                            | 396   |                          |      |      | 381   |      |     
|Shares issuable upon conversion of warrants |  |                            |      |                          |      |      |      |      |     
|                                            |  |                            |       |                          |       |      |       |      |      
|Weighted average shares - diluted           |  |                            | 7,239 |                          | 5,182 |      | 7,250 |      | 5,182
|                                            |  |                            |       |                          |       |      |       |      |      
|                                            |  |                            |       |                         
|Earnings per sharebasic                    |  | $                          | .44   |                          | .54   |      | 1.35  |      | 1.30 
|                                            |  |                            |       |                          |       |      |       |      |      
|Earnings per sharediluted                  |  | $                          | .42   |                          | .54   |      | 1.28  |      | 1.30 
|                                            |  |                            |       |                          |       |      |       |      |      

For the three and six months ended June 30, 2009, 40,000 options and 1,771,668 warrants to
purchase an aggregate of 978,334 shares of common stock were excluded from the computation of diluted earnings per share because the exercise price of $7.00 specific to the options and $9.10 specific to the warrants exceeded the average market price
of the Companys common stock.



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##### Table of Contents

HOMEOWNERS CHOICE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued

(unaudited)



Note 8  Stockholders Equity

Reverse Common Stock Split

On May 29, 2008, the Company effected a 1 for 2.50 reverse
split of its issued and outstanding common stock. The accompanying condensed consolidated financial statements, notes and other references to share and per share data have been retroactively restated to reflect the reverse stock split for all
periods presented.

Common Stock

On July 24, 2008, the Company completed the sale of 1,666,668 units consisting of one share of the Companys common stock and one warrant. Two warrants may be exercised to acquire one share of common stock at an exercise price
equal to $9.10 per share on or before July 30, 2013. In addition, the Companys placement agents with respect to the offering received an aggregate of 166,666 warrants to purchase 166,666 shares of common stock at an exercise price of
$9.10 per share. These placement agent warrants are exercisable beginning on January 27, 2009 through their expiration date of July 30, 2013. In December 2008, a total of 61,666 of the placement agent warrants were forfeited. Thus, the
Company has reserved 938,334 shares of common stock for issuance upon exercise of the warrants. At any time after January 30, 2009 and before the expiration of the warrants, the Company at its option may cancel the warrants in whole or in part,
provided that the closing price per share of the Companys common stock has exceeded $11.38 for at least ten trading days within any period of twenty consecutive trading days, including the last trading day of the period. The placement agents
also have the option to effect a cashless exercise in which the warrants would be exchanged for the number of shares which is equal to the intrinsic value of the warrant divided by the current value of the underlying shares.

Effective March 18, 2009, the Companys Board of Directors authorized a plan to repurchase up to $3.0 million (inclusive of commissions) of the
Companys common shares. The repurchase plan permits the Company to repurchase shares from time to time through March 19, 2010. The shares may be purchased for cash in open market purchases, block transactions and privately negotiated
transactions in accordance with applicable federal securities laws. The share repurchase plan may be modified, suspended, terminated or extended by the Company any time without prior notice. During the three months ended June 30, 2009, the
Company repurchased and retired a total of 110,196 shares at an average price of $5.18 per share and a total cost, inclusive of fees and commissions, of $576,000, or $5.22 per share, under this authorized repurchase program. During the three months
ended March 31, 2009, the Company repurchased and retired a total of 7,061 shares at an average price of $5.19 per share and a total cost, inclusive of fees and commissions, of $37,000, or $5.24 per share. At June 30, 2009, a total of
$2,387,000 is available in connection with this plan.



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##### Table of Contents

HOMEOWNERS CHOICE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued

(unaudited)



Note 9  Stock-Based Compensation

Stock Option Plan

The Company
accounts for stock-based compensation under the fair value recognition provisions of SFAS No. 123-R, Share-Based Payment.

The Companys 2007 Stock Option and Incentive Plan (the Plan) provides for granting of stock options to employees, directors, consultants, and advisors of the Company. Under the Plan, options may be granted to purchase a
total of 6,000,000 shares of the Companys common stock. At June 30, 2009, options to purchase 4,810,000 shares are available for grant under the Plan. The options vest over periods ranging from immediately vested to five years and are
exercisable over the contractual term of ten years.

A summary of the activity in the Companys stock option plan is as follows
(dollars in thousands, except per share amounts):



|                                 |  |                  |   |  |                               |      |                                          |           |                         |   |          
|-------------------------------- |  | ---------------- | - |  | ----------------------------- | ---- | ---------------------------------------- | --------- | ----------------------- | - | ---------
|                                 |  | Number ofOptions |   |  | Weighted-AverageExercisePrice |      | Weighted-AverageRemainingContractualTerm |           | AggregateIntrinsicValue
|                                 |  |                  |   | 
|Outstanding at December 31, 2008 |  | 1,146,000        |   |  | $                             | 2.66 |                                          |           |                         |   |          
|Exercised                        |  | (16,000          | ) |  |                               | 2.50 |                                          |           |                         |   |          
|                                 |  |                  |   |  |                               |      |                                          |           |                         |   |          
|Outstanding at June 30, 2009     |  | 1,130,000        |   |  | $                             | 2.66 |                                          | 8.0 years |                         | $ | 2,943,000
|                                 |  |                  |   |  |                               |      |                                          |           |                         |   |          
|                                 |  |                  |   | 
|Exercisable at June 30, 2009     |  | 786,000          |   |  | $                             | 2.50 |                                          | 8.0 years |                         | $ | 2,122,200
|                                 |  |                  |   |  |                               |      |                                          |           |                         |   |          

At June 30, 2009, there was approximately $428,000 of unrecognized compensation expense
related to nonvested stock-based compensation arrangements granted under the Plan, which the Company expects to recognize over a weighted-average period of sixteen (16) months. The total fair value of shares vesting and recognized as
compensation expense was approximately $120,000 and $241,000, respectively, for the three and six month periods ended June 30, 2009 and the associated income tax benefit recognized was $43,000 and $86,000, respectively. The intrinsic value of
options exercised during the six months ended June 30, 2009 was $42,000 and the income tax benefit recognized was $9,000. The total fair value of shares vesting and recognized as compensation expense was approximately $108,000 and $217,000,
respectively, for the three and six month periods ended June 30, 2008 and the associated income tax benefit recognized was $37,000 and $80,000, respectively.

No options were granted during the three and six months ended June 30, 2009 and 2008.



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##### Table of Contents

Report by Independent Registered Public Accounting Firm

Hacker, Johnson & Smith, PA, the Companys independent registered public accounting firm, has made a limited review of the financial data as of
June 30, 2009, and for the three and six month periods ended June 30, 2009 and 2008 presented in this document, in accordance with standards established by the Public Company Accounting Oversight Board.

Their report furnished pursuant to Article 8-03 of Regulation S-X is included herein.



13



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##### Table of Contents

Report of Independent Registered Public Accounting Firm

Homeowners Choice, Inc.

Clearwater, Florida:

We have reviewed the accompanying condensed consolidated balance sheet of Homeowners Choice, Inc. and Subsidiaries (the Company) as of
June 30, 2009, and the related condensed consolidated statements of earnings for the three and six month periods ended June 30, 2009 and 2008, and the related condensed consolidated statements of cash flows for the six-month periods ended
June 30, 2009 and 2008, and the condensed consolidated statement of stockholders equity for the six months ended June 30, 2009. These interim condensed financial statements are the responsibility of the Companys management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of
interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim condensed consolidated financial
statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with
the standards of the Public Company Accounting Oversight Board, the consolidated balance sheet as of December 31, 2008, and the related consolidated statements of operations, stockholders equity and cash flows for the year then ended (not
presented herein); and in our report dated March 10, 2009, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of
December 31, 2008, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.



|                              
|------------------------------
|/s/ Hacker, Johnson & Smith PA
|                              
|HACKER, JOHNSON & SMITH PA    

Tampa, Florida

July 31, 2009



14



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##### Table of Contents

ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with our condensed
consolidated financial statements and related notes and information included under this Item 2 and elsewhere in this quarterly report on Form 10-Q and in our Form 10-K filed with the Securities and Exchange Commission (SEC) on
March 13, 2009. Unless the context requires otherwise, as used in this Form 10-Q, the terms HCI, we, us, our, the Company, our company, and similar references refer to
Homeowners Choice, Inc. and its subsidiaries.

Forward-Looking Statements

In addition to historical information, this quarterly report contains forward-looking statements as defined under federal securities laws. Such
statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements. Typically, forward-looking statements can be identified by terminology such as
anticipate, estimate, plan, project, continuing, ongoing, expect, believe, intend, may, will, should,
could, and similar expressions. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include but are not limited to the effect of governmental
regulation; changes in insurance regulations; the frequency and extent of claims; uncertainties inherent in reserve estimates; catastrophic events; a change in the demand for, pricing of, availability or collectability of reinsurance; restrictions
on our ability to change premium rates; increased rate pressure on premiums; changing rates of inflation; and other risks and uncertainties detailed herein and from time to time in our SEC reports.

OVERVIEW

General

Homeowners Choice, Inc. is a property and casualty insurance holding company incorporated in Florida in 2006. Through our subsidiaries, we provide
property and casualty homeowners insurance, condominium-owners insurance, and tenants insurance to individuals owning property in Florida. We offer these insurance products at competitive rates, while pursuing profitability using
selective underwriting criteria. Our principal revenues are premiums, which are reported net of reinsurance costs, and investment income. Our principal expenses are claims from policyholders and policy acquisition and other underwriting expenses. As
of June 30, 2009, we had total assets of $166.4 million and stockholders equity of $46.4 million. Our net income was approximately $9.3 million, or $1.28 per diluted share, for the six months ended June 30, 2009. Our book value per
share increased to $6.83 as of June 30, 2009 compared to $5.43 as of December 31, 2008.

We began operations in June of 2007 by
participating in a take-out program through which we assumed insurance policies held by Citizens Property Insurance Corporation (Citizens), a Florida state-supported insurer. The take-out program is a legislatively mandated
program designed to reduce the state risk exposure by encouraging private companies to assume policies from Citizens. We currently have approximately 61,000 policies in force, which were assumed in six separate assumption transactions which took
place in July 2007, November 2007, February 2008, June 2008,



15



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##### Table of Contents

October 2008, and December 2008 and account for substantially all of our premium revenue since inception. Upon completion of our fifth assumption transaction
in October 2008 and based on the policies assumed and related total insured value, we qualified for a reduction in the assumed commissions from 16% to 6% of premiums assumed retroactive to June 2007. This 6% of written premium, which is included in
our policy acquisition costs, is retained by Citizens. Our existing policies represent approximately $102 million in annualized premiums.

Citizens requires us to offer renewals on the policies we acquire for a period of three years subsequent to the initial expiration of the assumed policies. We are required to offer these renewals at rates that are equivalent to or less than
rates charged by Citizens. The policyholders have the option to renew with us or they may ask their agent to place their coverage with another insurance company. They may also elect to return to Citizens prior to the policy renewal date. We strive
to retain these policies by offering competitive rates to our policyholders, which may be below the rates we initially charged in our take-out program.

We face various challenges to implementing our operating and growth strategies. Since we write policies that cover Florida homeowners, condominium owners, and tenants, we cover losses that may arise from, among other
things, catastrophes, which could have a significant effect on our business, results of operations, and financial condition. To mitigate our risk of such losses, we cede a portion of our exposure to other entities under catastrophe excess of loss
reinsurance treaties (see Recent Developments below). Even without catastrophic events, we may incur losses and loss adjustment expenses that deviate substantially from our estimates and that may exceed our reserves, in which case our
net income and capital would decrease. Our operating and growth strategies may also be impacted by regulation and supervision of our business by the State of Florida, which must approve our policy forms and premium rates as well as monitor our
insurance subsidiarys ability to meet all requirements for regulatory compliance. Additionally, we compete with large, well-established insurance companies as well as other specialty insurers that, in most cases, possess greater financial
resources, larger agency networks, and greater name recognition.

Recent Developments

Effective June 1, 2009, we entered into excess catastrophe reinsurance treaties, which provide approximately $376 million of coverage for aggregate
losses and loss adjustment expenses per event during the 2009-2010 hurricane season. We expect to be charged approximately $56 million in annual premiums with respect to these new reinsurance treaties, with such costs to be recognized over the
reinsurance treaty period covering June 1, 2009 through May 31, 2010. In comparison, our reinsurance treaties covering the 2008-2009 hurricane season provided $198 million of coverage for aggregate losses and loss adjustment expenses per
event at a cost to us of approximately $25 million, which we recognized over the period from June 1, 2008 through May 31, 2009. The increase applicable to 2009-2010 is primarily due to an increase in our total insured values. However, the
rise in our reinsurance costs is also due in part to increases in the rates charged by our subscribing reinsurers. As a result, our reinsurance costs are expected to be approximately 54% of gross earned premiums during the period from June 1,
2009 through May 31, 2010 compared to 27% during the same period in 2008-2009. Thus, we expect a decline in our net premiums earned and a corresponding increase in our loss ratio during the remaining months of 2009 as compared to the comparable
period in 2008.



16



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##### Table of Contents

RESULTS OF OPERATIONS

The following table summarizes our results of operations for the three and six months ended June 30, 2009 and 2008 (dollars in thousands):



|                                                   |  |                            |        |   |                          |        |   |      |        |   |      |        |  
|-------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | ------ | - | ---- | ------ | - | ---- | ------ | -
|                                                   |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |       
|                                                   |  | 2009                       |        |   | 2008                     |        |   | 2009 |        |   | 2008 |       
|                                                   |  |                            |        |  
|Operating Revenue                                  |  |                            |        |   |                          |        |   |      |        |   |      |        |  
|Net premiums earned                                |  | $                          | 19,615 |   |                          | 9,818  |   |      | 40,945 |   |      | 20,259 |  
|Net investment income                              |  |                            | 361    |   |                          | 381    |   |      | 719    |   |      | 727    |  
|Other Income                                       |  |                            | 376    |   |                          | 284    |   |      | 1,011  |   |      | 403    |  
|                                                   |  |                            |        |   |                          |        |   |      |        |   |      |        |  
|Total operating revenue                            |  |                            | 20,352 |   |                          | 10,483 |   |      | 42,675 |   |      | 21,389 |  
|                                                   |  |                            |        |   |                          |        |   |      |        |   |      |        |  
|Operating Expenses                                 |  |                            |        |   |                          |        |   |      |        |   |      |        |  
|Losses and loss adjustment expenses                |  |                            | 12,605 |   |                          | 4,173  |   |      | 22,627 |   |      | 6,447  |  
|Policy acquisition and other underwriting expenses |  |                            | 1,553  |   |                          | 1,334  |   |      | 2,653  |   |      | 2,947  |  
|Other operating expenses                           |  |                            | 1,282  |   |                          | 469    |   |      | 2,346  |   |      | 1,172  |  
|                                                   |  |                            |        |   |                          |        |   |      |        |   |      |        |  
|Total operating expenses                           |  |                            | 15,440 |   |                          | 5,976  |   |      | 27,626 |   |      | 10,566 |  
|                                                   |  |                            |        |   |                          |        |   |      |        |   |      |        |  
|Income before income taxes                         |  |                            | 4,912  |   |                          | 4,507  |   |      | 15,049 |   |      | 10,823 |  
|Income taxes                                       |  |                            | 1,907  |   |                          | 1,694  |   |      | 5,760  |   |      | 4,087  |  
|                                                   |  |                            |        |   |                          |        |   |      |        |   |      |        |  
|Net income                                         |  | $                          | 3,005  |   |                          | 2,813  |   |      | 9,289  |   |      | 6,736  |  
|                                                   |  |                            |        |   |                          |        |   |      |        |   |      |        |  
|                                                   |  |                            |        |  
|Loss Ratio                                         |  |                            | 64.26  | % |                          | 42.50  | % |      | 55.26  | % |      | 31.82  | %
|Expense Ratio                                      |  |                            | 14.46  | % |                          | 18.36  | % |      | 12.21  | % |      | 20.33  | %
|                                                   |  |                            |        |   |                          |        |   |      |        |   |      |        |  
|Combined Ratio                                     |  |                            | 78.72  | % |                          | 60.86  | % |      | 67.47  | % |      | 52.15  | %
|                                                   |  |                            |        |   |                          |        |   |      |        |   |      |        |  
|                                                   |  |                            |        |  
|Per Share Data:                                    |  |                            |        |   |                          |        |   |      |        |   |      |        |  
|Basic earnings per share                           |  | $                          | .44    |   |                          | .54    |   |      | 1.35   |   |      | 1.30   |  
|                                                   |  |                            |        |   |                          |        |   |      |        |   |      |        |  
|Diluted earnings per share                         |  | $                          | .42    |   |                          | .54    |   |      | 1.28   |   |      | 1.30   |  
|                                                   |  |                            |        |   |                          |        |   |      |        |   |      |        |  

Comparison of the Three Months Ended June 30, 2009 to the Three Months Ended June 30, 2008

Our results of operations for the three months ended June 30, 2009 reflect net income of $3,005,000, or $.42 earnings per
diluted share, compared to net income of $2,813,000, or $.54 earnings per diluted share, for the three months ended June 30, 2008. Our 2008 results of operations include only four assumption transactions whereas our results of operations for
the three months ended June 30, 2009 reflect the results of six assumption transactions.

Revenue

Net Premiums Earnedof $19.6 million for the three months ended June 30, 2009 reflect the revenue from policies assumed from Citizens in
connection with the assumption transactions through December 2008, and the revenue on the renewal of these policies, reduced by the appropriate reinsurance costs. In comparison, net premiums earned of $9.8 million for the three months ended
June 30, 2008 reflect only those revenues from policies assumed from Citizens in the assumption transactions and effective policy renewals through June 2008, reduced by the appropriate reinsurance costs. Net Premiums Written during the three
months ended June 30, 2009 and 2008 totaled $27.0 million and $16.3 million, respectively.



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Net Premiums Writtenis a non-GAAP financial measure representing the premiums charged on policies
issued during a fiscal period less any applicable reinsurance costs. Net Premiums Written is a statutory measure designed to determine production levels. Net Premiums Earned is the most directly comparable GAAP measure and represents the portion of
Net Premiums Written that is recognized as revenue in the financial statements for the year.

The following is a reconciliation of our
total Net Premiums Written to Net Premiums Earned for the three months ended June 30, 2009 and 2008 (dollars in thousands):



|                              |  |                            |        |   |      |        |  
|----------------------------- |  | -------------------------- | ------ | - | ---- | ------ | -
|                              |  | Three Months EndedJune 30, |       
|                              |  | 2009                       |        |   | 2008 |       
|Net Premiums Written          |  | $                          | 27,014 |   |      | 16,310 |  
|Increase in Unearned Premiums |  |                            | (7,399 | ) |      | (6,492 | )
|                              |  |                            |        |   |      |        |  
|Net Premiums Earned           |  | $                          | 19,615 |   |      | 9,818  |  
|                              |  |                            |        |   |      |        |  

Net Investment Incomefor the three months ended June 30, 2009 and 2008 of $361,000
and $381,000, respectively, primarily relates to our investment in certificates of deposits and money market accounts. While our short-term investments have increased by approximately $7.5 million between June 30, 2008 and June 30, 2009,
our investment income has declined slightly as a result of the decrease in short-term interest rates.

Other Incomefor the three
months ended June 30, 2009 and 2008 of $376,000 and $284,000, respectively, primarily reflects the policy fee income we earn with respect to our issuance of renewal policies.

Expenses

Losses and Loss Adjustment Expensesfor the three months ended June 30,
2009 and 2008 of $12.6 million and $4.2 million, respectively, reflects the impact of incurred claims, case reserve strengthening, and development of incurred but not reported losses. The increase in 2009 is primarily attributable to an increase in
actual claims incurred and, as a result, we have also strengthened our case reserves and reserves for incurred but not reported losses in 2009 as compared to 2008. The increase in claims and related reserves is reflective of our increased policies
in force and insured values. Our policy volume has grown from approximately 20,000 as of June 30, 2008 to approximately 61,000 policies as of June 30, 2009.

Policy Acquisition and Other Underwriting Expensesfor the three months ended June 30, 2009 and 2008 of $1.6 million and $1.3 million, respectively, primarily reflect the amortization of deferred
acquisition costs, commissions payable to agents for production of policies, and premium taxes and policy fees. The increase in 2009 is primarily attributable to an increase in our payroll and other underwriting expenses required to manage our
volume as we have renewed significantly more policies in 2009 than in 2008. In addition, we experienced increases in our premium taxes and other underwriting expenses in 2009, which are directly attributable to the increase in renewal policy volume.
These increases were offset in part by a decrease in commission expense specific to policies assumed from Citizens. The rate applicable to the three months ended June 30, 2008 was 16% compared to 6% applicable to the three months ended
June 30, 2009.



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##### Table of Contents

Other Operating Expensesfor the three months ended June 30, 2009 and 2008 were $1,282,000
and $469,000, respectively. Such expenses include administrative compensation and related benefits, corporate insurance, professional fees, office lease and related expenses, information system expense, and other general and administrative costs.
The increase is primarily attributable to increases in 2009 for professional services fees, administrative compensation and related benefits, and net other operating expenses of $449,000, $150,000 and 214,000, respectively. The increase in
professional fees primarily relates to our Sarbanes Oxley 404 compliance efforts as well as fees incurred with respect to regulatory filings. The increase attributable to compensation and related benefits relates primarily to new employees hired to
manage the increase in our policy volume. As of June 30, 2009, we have 38 employees compared to 18 employees as of June 30, 2008.

Income Taxesfor the three months ended June 30, 2009 and 2008 were $1,907,000 and $1,694,000, respectively, for state and federal income taxes resulting in an effective tax rate of 38.8% for 2009 and 37.6% for 2008.

Ratios:

The loss ratio (GAAP basis)
applicable to the three months ended June 30, 2009 (loss and loss adjustment expenses related to premiums earned) was 64.26% compared to 42.50% for the three months ended June 30, 2008. The increase in 2009 is primarily attributable to an
increase in actual claims incurred and, as a result, we have also strengthened our case reserves and reserves for incurred but not reported losses in 2009 as compared to 2008. The increase in claims and related reserves is reflective of our
increased policies in force and insured exposures. Our policy volume has grown from approximately 20,000 as of June 30, 2008 to approximately 61,000 policies as of June 30, 2009.

The expense ratio (GAAP basis) applicable to the three months ended June 30, 2009 (policy acquisition and other underwriting expenses related to
premiums earned plus compensation, employee benefits, and other operating expenses) was 14.46% compared to 18.36% for the three months ended June 30, 2008. This decrease is due in part to a decrease in the commission rate specific to policies
assumed from Citizens. The rate applicable to the three months ended June 30, 2008 was 16% compared to 6% applicable to the three months ended June 30, 2009. Additionally, we have experienced an improvement in our expense ratio as a result
of our revenue growth over the past year as a significant portion of our administrative expenses are fixed and do not fluctuate as our revenue increases.

The combined loss and expense ratio (GAAP basis) is the key measure of underwriting performance traditionally used in the property and casualty industry. A combined ratio under 100.00% generally reflects profitable
underwriting results. A combined ratio over 100.00% generally reflects unprofitable underwriting results. Our combined ratio for the three months ended June 30, 2009 was 78.72% compared to 60.86% for the three months ended June 30, 2008.

Comparison of the Six Months Ended June 30, 2009 to the Six Months Ended June 30, 2008

Our results of operations for the six months ended June 30, 2009 reflect net income of $9,289,000, or $1.28 earnings per diluted share, compared to
net income of $6,736,000, or $1.30 earnings per diluted share, for the six months ended June 30, 2008. Our 2008 results of operations include only four assumption transactions whereas our results of operations for the six months ended
June 30, 2009 reflect the results of six assumption transactions.



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Revenue

Net Premiums Earnedof $40.9 million for the six months ended June 30, 2009 reflect the revenue from policies assumed from Citizens in connection with six separate assumption transactions, and the revenue
on the renewal of these policies, reduced by the appropriate reinsurance costs. In comparison, net premiums earned of $20.3 million for the six months ended June 30, 2008 reflect only those revenues from policies assumed from Citizens in four
assumption transactions and effective policy renewals, reduced by the appropriate reinsurance costs. Net Premiums Written during the six months ended June 30, 2009 and 2008 totaled $56.4 million and $36.3 million, respectively.

Net Premiums Writtenis a non-GAAP financial measure representing the premiums charged on policies issued during a fiscal period less any
applicable reinsurance costs. Net Premiums Written is a statutory measure designed to determine production levels. Net Premiums Earned is the most directly comparable GAAP measure and represents the portion of Net Premiums Written that is recognized
as revenue in the financial statements for the year.

The following is a reconciliation of our total Net Premiums Written to Net Premiums
Earned for the six months ended June 30, 2009 and 2008 (dollars in thousands):



|                              |  |                          |         |   |      |         |  
|----------------------------- |  | ------------------------ | ------- | - | ---- | ------- | -
|                              |  | Six Months EndedJune 30, |        
|                              |  | 2009                     |         |   | 2008 |        
|Net Premiums Written          |  | $                        | 56,409  |   |      | 36,342  |  
|Increase in Unearned Premiums |  |                          | (15,464 | ) |      | (16,083 | )
|                              |  |                          |         |   |      |         |  
|Net Premiums Earned           |  | $                        | 40,945  |   |      | 20,259  |  
|                              |  |                          |         |   |      |         |  

Net Investment Incomefor the six months ended June 30, 2009 and 2008 of $719,000 and
$727,000, respectively, primarily relates to our investment in certificates of deposits and money market accounts. While our short-term investments have increased by approximately $7.5 million between June 30, 2008 and June 30, 2009, our
investment income has declined slightly as a result of the decrease in short-term interest rates.

Other Incomefor the six months
ended June 30, 2009 and 2008 of $1,011,000 and $403,000, respectively, primarily reflects the policy fee income we earn with respect to our issuance of renewal policies.

Expenses

Losses and Loss Adjustment Expensesfor the six months ended June 30,
2009 and 2008 of $22.6 million and $6.4 million, respectively, reflects the impact of incurred claims, case reserve strengthening, and development of incurred but not reported losses. The increase in 2009 is primarily attributable to an increase in
actual claims incurred and, as a result, we have also strengthened our case reserves and reserves for incurred but not reported losses in 2009 as compared to 2008. The increase in claims and related reserves is reflective of our increased policies
in force and insured values. Our policy volume has grown from approximately 20,000 as of June 30, 2008 to approximately 61,000 policies as of June 30, 2009.



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Policy Acquisition and Other Underwriting Expensesfor the six months ended June 30, 2009 and
2008 of $2.7 million and $2.9 million, respectively, primarily reflect the amortization of deferred acquisition costs, commissions payable to agents for production of policies, and premium taxes and policy fees. The decrease in 2009 is primarily
attributable to a decrease in our commission expense specific to policies assumed from Citizens. The rate applicable to the six months ended June 30, 2008 was 16% compared to 6% applicable to the six months ended June 30, 2009. This
decrease in assumed commissions was offset in part by increases in our commissions specific to renewal business as such renewal commission rates are generally between 8.5% and 10.0%. We have renewed significantly more policies in 2009 than in 2008.
In addition, we experienced increases in our premium taxes and other underwriting expenses in 2009, which are directly attributable to the increase in renewal policy volume.

Other Operating Expensesfor the six months ended June 30, 2009 and 2008 were $2,346,000 and $1,172,000, respectively. Such expenses include
administrative compensation and related benefits, corporate insurance, professional fees, office lease and related expenses, information system expense, and other general and administrative costs. The increase is primarily attributable to increases
in 2009 for professional services fees, administrative compensation and related benefits, and net other operating expenses of $527,000, $255,000 and 392,000, respectively. The increase in professional fees primarily relates to our Sarbanes Oxley 404
compliance efforts as well as fees incurred with respect to regulatory filings. The increase attributable to compensation and related benefits relates primarily to new employees hired to manage the increase in our policy volume. As of June 30,
2009, we have 38 employees compared to 18 employees as of June 30, 2008.

Income Taxesfor the six months ended June 30,
2009 and 2008 were $5,760,000 and $4,087,000, respectively, for state and federal income taxes resulting in an effective tax rate of 38.3% for 2009 and 37.8% for 2008.

Ratios:

The loss ratio (GAAP basis) applicable to the six months ended June 30, 2009
(loss and loss adjustment expenses related to premiums earned) was 55.26% compared to 31.82% for the six months ended June 30, 2008. The increase in 2009 is primarily attributable to an increase in actual claims incurred and, as a result, we
have also strengthened our case reserves and reserves for incurred but not reported losses in 2009 as compared to 2008. The increase in claims and related reserves is reflective of our increased policies in force and insured exposures. Our policy
volume has grown from approximately 20,000 as of June 30, 2008 to approximately 61,000 policies as of June 30, 2009.

The expense
ratio (GAAP basis) applicable to the six months ended June 30, 2009 (policy acquisition and other underwriting expenses related to premiums earned plus compensation, employee benefits, and other operating expenses) was 12.21% compared to 20.33%
for the six months ended June 30, 2008. This decrease is due in part to a decrease in the commission rate specific to policies assumed from Citizens. The rate applicable to the six months ended June 30, 2008 was 16% compared to 6%
applicable to the six months ended June 30, 2009. Additionally, we have experienced an improvement in our expense ratio as a result of our revenue growth over the past year as a significant portion of our administrative expenses are fixed and
do not fluctuate as our revenue increases.



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The combined loss and expense ratio (GAAP basis) is the key measure of underwriting performance
traditionally used in the property and casualty industry. A combined ratio under 100.00% generally reflects profitable underwriting results. A combined ratio over 100.00% generally reflects unprofitable underwriting results. Our combined ratio for
the six months ended June 30, 2009 was 67.47% compared to 52.15% for the six months ended June 30, 2008.

Seasonality of Our Business

We expect to experience increases in our losses and loss adjustment expenses during the period from June 1 through
November 30 each year as this is typically the period during which hurricanes and other tropical storms occur. As a result of such seasonal variations in our reported losses, we anticipate our operating profits during the period from
June 1 through November 30 each year may be negatively impacted by an increase in losses and loss adjustment expenses. Conversely, we expect more favorable operating results during the period from December 1 through May 31 each
year.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, our liquidity requirements have been met through issuance of our common stock and funds from operations. We expect our future liquidity requirements will be met by funds from operations, primarily the cash received by our
insurance subsidiary from premiums written and investment income.

Our insurance subsidiary requires liquidity and adequate capital to meet
ongoing obligations to policyholders and claimants and to fund operating expenses. In addition, we attempt to maintain adequate levels of liquidity and surplus to manage any differences between the duration of our liabilities and invested assets. In
the insurance industry, cash collected for premiums from policies written is invested, interest and dividends are earned thereon, and loss and loss adjustment expenses are paid out over a period of years. This period of time varies by the
circumstances surrounding each claim. A substantial portion of our losses and loss expenses are fully settled and paid within 90 days of the claim receipt date. Additional cash outflow occurs through payments of underwriting costs such as
commissions, taxes, payroll, and general overhead expenses.

We believe that we maintain sufficient liquidity to pay our insurance
subsidiarys claims and expenses, as well as satisfy commitments in the event of unforeseen events such as reinsurer insolvencies, inadequate premium rates, or reserve deficiencies. We maintain a comprehensive reinsurance program at levels
management considers adequate to diversify risk and safeguard our financial position.

In the future, we anticipate our primary use of
funds will be to pay claims and operating expenses. In addition, as of June 30, 2009, a maximum of $2,387,000 may yet be committed over the next eight months under our previously announced share repurchase plan.

Cash Flows

Our cash flows from operating, investing
and financing activities for the six months ended June 30, 2009 and 2008 are summarized below.



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Cash Flows for the Six Months ended June 30, 2009

Net cash provided by operating activities for the six months ended June 30, 2009 was approximately $8.9 million, which consisted primarily of cash
received from net written premiums less cash disbursed for operating expenses and losses and loss adjustment expenses. Net cash used in investing activities of $9.4 million was primarily the result of our purchase of short-term investments totaling
$7.5 million plus $1.9 million used to purchase fixed maturity securities. Net cash used in financing activities totaled $564,000 of which $613,000 was used for our share repurchase program offset by $49,000 from the exercise of common stock
options.

Cash Flows for the Six Months ended June 30, 2008

Net cash provided by operating activities for the six months ended June 30, 2008 was approximately $13.8 million, which consisted primarily of cash received from net written premiums less cash disbursed for
operating expenses and losses and loss adjustment expenses. Net cash used in investing activities of $11.1 million was primarily the result of our purchase of short-term investments. We had no sales of common stock or other cash flows from financing
activities during the six months ended June 30, 2008.

Investments

The main objective of our investment policy is to maximize our after-tax investment income with a minimum of risk given the current financial market. We
have historically invested substantially all of our excess cash primarily in money market accounts and certificates of deposit (i.e., CDs) that generally mature in no more than thirteen months.

We recently added investments in corporate bonds and other fixed maturity securities to our investment portfolio. Such investments include securities
that will be held-to-maturity and, also, certain investments that are available-for-sale. Fixed maturities classified as available-for-sale are carried at fair value while fixed maturities classified as held-to-maturity are carried at amortized
cost. Changes in the general interest rate environment affect the returns available on new fixed maturity investments. While a rising interest rate environment enhances the returns available on new investments, it reduces the market value of
existing fixed maturity investments and thus the availability of gains on disposition. A decline in interest rates reduces the returns available on new investments but increases the market value of existing investments, creating the opportunity for
realized investment gains on disposition.

With the exception of large national banks, it is our current policy not to maintain cash
deposits of more than an aggregate of $5.5 million in any one bank at any time. In the future, we may alter our investment policy to include or increase investments in federal, state and municipal obligations, preferred and common equity securities
and real estate mortgages, as permitted by applicable law, including insurance regulations.

OFF-BALANCE SHEET ARRANGEMENTS

As of December 31, 2008, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.



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##### Table of Contents

CONTRACTUAL OBLIGATIONS

As a smaller reporting company as defined by Rule 229.10(f)(1) of the Exchange Act, we are not required to provide the information under this item.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We have prepared our consolidated financial statements in
accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments to develop amounts reflected and disclosed in our
financial statements. Material estimates that are particularly susceptible to significant change in the near term are related to our losses and loss adjustment expenses (Reserves), which include amounts estimated for claims incurred but
not yet reported. Reserves are determined by establishing liabilities in amounts estimated to cover incurred losses and loss adjustment expenses. Such Reserves are determined based on our assessment of claims reported and the development of pending
claims. These Reserves are based on individual case estimates for the reported losses and loss adjustment expenses and estimates of such amounts that are incurred but not reported (IBNR). Changes in the estimated liability are charged or
credited to operations as the losses and loss adjustment expenses are adjusted.

The IBNR reserves represent our estimate of the ultimate
cost of all claims that have occurred but have not been reported to us and, in some cases, may not yet be known to the insured. Estimating the IBNR component of our Reserves involves considerable judgment on the part of management. At June 30,
2009, $8.4 million of the total $23.3 million we have reserved for losses and loss adjustment expenses is specific to our estimate of claims incurred but not reported. The remaining $14.9 million relates to known cases which have been reported but
not yet fully settled in which case we have booked a reserve based on our best estimate of the ultimate cost of each claim. Of this amount, $3.9 million relates to claims incurred during prior years.

Based on all information known to us, we believe our Reserves at June 30, 2009 are adequate to cover our claims for losses that had occurred as of
that date including losses yet to be reported. However, these estimates are subject to trends in claim severity and frequency and must continually be reviewed by management. As part of the process, we review historical data and consider various
factors, including known and anticipated regulatory and legal developments, changes in social attitudes, inflation and economic conditions. As experience develops and other data becomes available, these estimates are revised, as required, resulting
in increases or decreases to the existing unpaid losses and loss adjustment expenses. Adjustments are reflected in the results of operations in the period in which they are made and the liabilities may deviate substantially from prior estimates.

In addition to Reserves, we believe our accounting policies specific to premium revenue recognition, losses and loss adjustment expenses,
reinsurance, deferred policy acquisition costs, deferred tax assets and liabilities, and stock-based compensation expense involve our most significant judgments and estimates material to our consolidated financial statements. These accounting
estimates and related risks that we consider to be our critical accounting estimates are more fully described in our Annual Report on Form 10-K, which we filed with the SEC on March 13, 2009. For the three months ended June 30, 2009, there
have been no material changes with respect to any of our critical accounting policies.



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##### Table of Contents

RECENT ACCOUNTING PRONOUNCEMENTS

For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, see Note 2 to our Notes to Condensed Consolidated Financial Statements.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company as defined by Rule 229.10(f)(1) of the Exchange Act, we are not required to provide the information under this item.

ITEM 4 CONTROLS AND PROCEDURES

Under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our
principal financial officer), we have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, and, based on this evaluation, the Chief Executive Officer and the Chief Financial
Officer have concluded that these disclosure controls and procedures are effective.

There have been no changes in our internal controls
over financial reporting during the quarter ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II  OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

We may be party to claims and legal actions arising in the ordinary
course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position or liquidity.

ITEM 1a RISK FACTORS

There have been no
material changes from the risk factors previously disclosed in the section entitled Risk Factors in our Form 10-K, which was filed with the Securities and Exchange Commission on March 13, 2009.



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##### Table of Contents

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

(a) Sales of Unregistered Securities

None.

(b) Use of Proceeds

None.

(c) Repurchases
of Securities

Effective March 18, 2009, our Board of Directors authorized a plan to repurchase up to $3.0 million (inclusive of
commissions) of the Companys common shares. The repurchase plan permits the Company to repurchase shares from time to time through March 19, 2010. The shares may be purchased for cash in open market purchases, block transactions and
privately negotiated transactions in accordance with applicable federal securities laws. The share repurchase plan may be modified, suspended, terminated or extended by the Company any time without prior notice. During the quarter ended
June 30, 2009, the Company repurchased and retired a total of 110,196 shares at an average price of $5.18 per share and a total cost, inclusive of fees and commissions, of $576,000, or $5.22 per share, under this authorized repurchase program.
The following table provides information with respect to shares repurchased during the quarter ended June 30, 2009:



|                 |  |                                    |  |                               |      |                                                                               |         |                                                                                |   |          
|---------------- |  | ---------------------------------- |  | ----------------------------- | ---- | ----------------------------------------------------------------------------- | ------- | ------------------------------------------------------------------------------ | - | ---------
|                 |  | (a)TotalNumber OfSharesRepurchased |  | (b)AveragePrice PaidPer Share |      | (c)Total Number ofShares Purchasedas Part
ofPublicly AnnouncedPlan or Program |         | (d)MaximumNumber (orApproximate DollarValue) of Sharesthat May Yet bePurchased
|Period           |  |                                    |  |                               |      |                                                                               |         |                                                                                |   |          
|April 1-30, 2009 |  | 37,855                             |  | $                             | 5.14 |                                                                               | 37,855  |                                                                                | $ | 2,767,000
|May 1-31, 2009   |  | 34,044                             |  |                               | 5.17 |                                                                               | 34,044  |                                                                                |   | 2,589,000
|June 1-30, 2009  |  | 38,297                             |  |                               | 5.21 |                                                                               | 38,297  |                                                                                |   | 2,387,000
|                 |  |                                    |  |                               |      |                                                                               |         |                                                                                |   |          
|Total            |  | 110,196                            |  | $                             | 5.18 |                                                                               | 110,196 |                                                                                |   |          
|                 |  |                                    |  |                               |      |                                                                               |         |                                                                                |   |          



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Working Capital Restrictions and Other Limitations on Payment of Dividends

We are not subject to working capital restrictions or other limitations on the payment of dividends. Our insurance subsidiary, however, is subject to
restrictions on the dividends it may pay to our parent corporation, Homeowners Choice, Inc. Those restrictions could impact our ability to pay dividends if our Board of Directors determines to do so.

Under Florida law, a domestic insurer such as our insurance subsidiary, Homeowners Choice Property & Casualty Insurance Company, Inc., may not
pay any dividend or distribute cash or other property to its stockholders except out of that part of its available and accumulated capital and surplus funds which is derived from realized net operating profits on its business and net realized
capital gains. For a three-year period beginning March 30, 2007, our insurance subsidiary, as a newly licensed Florida insurer, is precluded from paying dividends unless approved in advance by the Florida Office of Insurance Regulation.
Additionally, Florida statutes preclude our insurance subsidiary from making dividend payments or distributions to stockholders without prior approval of the Florida Office of Insurance Regulation if the dividend or distribution would exceed the
larger of (1) the lesser of (a) 10.0% of its capital surplus or (b) net income, not including realized capital gains, plus a two year carry forward, (2) 10.0% of capital surplus with dividends payable constrained to unassigned
funds minus 25% of unrealized capital gains or (3) the lesser of (a) 10.0% of capital surplus or (b) net investment income plus a three year carry forward with dividends payable constrained to unassigned funds minus 25% of unrealized
capital gains.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We held our 2009 Annual Meeting of Shareholders on May 21, 2009. The only matter voted upon at the meeting was the election of three Class A
directors. Francis X. McCahill, III, Martin A. Traber and Garth A. Vernon were elected at the meeting. The terms of office of the following directors continued after the meeting: George Apostolou, Sanjay Madhu, Paresh Patel, Krishna Persaud, Gregory
Politis and Anthony Saravanos.

Set forth below is the number of votes cast for each nominee as well as abstentions.



|                         |  |           |  |        
|------------------------ |  | --------- |  | -------
|                         |  | For       |  | Abstain
|                         |  |          
|Francis X. McCahill, III |  | 5,720,697 |  | 4,839  
|                         |  |          
|Martin A. Traber         |  | 5,720,697 |  | 4,839  
|                         |  |          
|Garth A. Vernon          |  | 5,720,697 |  | 4,839  



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##### Table of Contents

ITEM 6 EXHIBITS

The following documents are filed as part of this report:



|              |  |                                                                                                                                                                                                                                                                                                                 
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBITNUMBER |  | DESCRIPTION                                                                                                                                                                                                                                                                                                     
|              | 
|3.1           |  | Articles of Incorporation, with amendments. Incorporated by reference to the correspondingly numbered exhibit to our Registration Statement on Form S-1 (File No. 333-150513), originally
filed April 30, 2008, effective July 24, 2008, as amended.                                                            
|              | 
|3.2           |  | Bylaws with amendments. Incorporated by reference to the correspondingly numbered exhibit to our Registration Statement on Form S-1 (File No. 333-150513), originally filed April 30,
2008, effective July 24, 2008, as amended.                                                                                
|              | 
|4.1           |  | Form of Common Stock Certificate. Incorporated by reference to the correspondingly numbered exhibit to our Post-Effective Amendment No. 1 to our Registration Statement on Form S-1 (File
No. 333-150513) filed August 6, 2008.                                                                                 
|              | 
|4.2           |  | Warrant Agreement dated July 30, 2008 between Homeowners Choice, Inc. and American Stock Transfer & Trust Company. Incorporated by reference to the correspondingly numbered exhibit to our
Post-Effective Amendment No. 1 to our Registration Statement on Form S-1 (File No. 333-150513) filed August 6, 2008.
|              | 
|4.3           |  | Form of Warrant Certificate. Incorporated by reference to the correspondingly numbered exhibit Post-Effective Amendment No. 1 to our Registration Statement on Form S-1 (File
No. 333-150513) filed August 6, 2008.                                                                                             
|              | 
|4.4           |  | Warrant Agreement dated July 30, 2008 between Homeowners Choice, Inc. and Anderson & Strudwick, Incorporated. Incorporated by reference to the correspondingly numbered exhibit to our
Post-Effective Amendment No. 1 to our Registration Statement on Form S-1 (File No. 333-150513) filed August 6, 2008.     
|              | 
|4.5           |  | Form of Warrant Certificate issued to Anderson & Strudwick. Incorporated. Incorporated by reference to the correspondingly numbered exhibit to our Post-Effective Amendment No. 1 to our
Registration Statement on Form S-1 (File No. 333-150513) filed August 6, 2008.                                         



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##### Table of Contents

|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.6  |  | Form of Unit Certificate. Incorporated by reference to the correspondingly numbered exhibit to our Post-Effective Amendment No. 1 to our Registration Statement on Form S-1 (File
No. 333-150513) filed August 6, 2008.                                                                                                                                                                                                      
|     | 
|4.7  |  | Warrant Agreement dated July 30, 2008, between Homeowners Choice, Inc. and GunnAllen Financial, Inc. Incorporated by reference to the correspondingly numbered exhibit to our Post-Effective
Amendment No. 1 to our Registration Statement on Form S-1 (File No. 333-150513) filed August 6, 2008.                                                                                                                           
|     | 
|4.8  |  | Letter Agreement dated August 1, 2008 among Homeowners Choice, Inc., Anderson & Strudwick, Incorporated and GunnAllen Financial, Inc., whereby we waive certain cancellation rights under
warrants issued to the other parties. Incorporated by reference to the correspondingly numbered exhibit to our Post-Effective Amendment No. 1 to our Registration Statement on Form S-1 (File No. 333-150513) filed August 6, 2008.
|     | 
|4.9  |  | See Exhibits 3.1 and 3.2 of this report for provisions of the Articles of Incorporation, as amended, and our Bylaws, as amended, defining certain rights of security holders. See also Exhibits
10.6, 10.7 and 10.21 defining certain rights of the recipients of stock options and other equity-based awards.                                                                                                               
|     | 
|10.1 |  | Executive Agreement dated May 1, 2007 between Homeowners Choice, Inc. and Francis X. McCahill, III. Incorporated by reference to the correspondingly numbered exhibit to our Registration
Statement on Form S-1 (File No. 333-150513), originally filed April 30, 2008, effective July 24, 2008, as amended.                                                                                                                 
|     | 
|10.2 |  | Executive Agreement dated May 1, 2007 between Homeowners Choice, Inc. and Richard R. Allen. Incorporated by reference to the correspondingly numbered exhibit to our Registration
Statement on Form S-1 (File No. 333-150513), originally filed April 30, 2008, effective July 24, 2008, as amended.                                                                                                                         
|     | 
|10.5 |  | Consulting Agreement dated June 1, 2007 between Homeowners Choice, Inc. and Scorpio Systems, Inc. Incorporated by reference to the correspondingly numbered exhibit to our Registration
Statement on Form S-1 (File No. 333-150513), originally filed April 30, 2008, effective July 24, 2008, as amended. See amendment to Consulting Agreement at Exhibit 10.12.                                                           
|     | 
|10.6 |  | Homeowners Choice, Inc. 2007 Stock Option and Incentive Plan. Incorporated by reference to the correspondingly numbered exhibit to our Form 10-Q filed August 29, 2008.                                                                                                                                                                                                                                                      



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##### Table of Contents

|      |  |                                                                                                                                                                                                                                                                                                                                                                                         
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.7  |  | Form of Incentive Stock Option Agreement. Incorporated by reference to the correspondingly numbered exhibit to our Registration Statement on Form S-1 (File No. 333-150513), originally
filed April 30, 2008, effective July 24, 2008, as amended.                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                                                                                                                                                         
|      | 
|10.8  |  | ISO Master Agreement dated November 1, 2007 between Insurance Services Office, Inc. and Homeowners Choice, Inc. Incorporated by reference to the correspondingly numbered exhibit to our
Registration Statement on Form S-1 (File No. 333-150513), originally filed April 30, 2008, effective July 24, 2008, as amended.                                                                
|      | 
|10.9  |  | Software License Agreement executed April 8, 2008 with an effective date of November 1, 2007 by and between Homeowners Choice, Inc. and Scorpio Systems, Inc. Incorporated by reference to
the correspondingly numbered exhibit to our Registration Statement on Form S-1 (File No. 333-150513), originally filed April 30, 2008, effective July 24, 2008, as amended.                  
|      | 
|10.10 |  | Assumption Agreement dated June 19, 2007 by and between Homeowners Choice Property & Casualty Insurance Company, Inc. and Citizens Property Insurance Corporation. Incorporated by
reference to the correspondingly numbered exhibit to our Registration Statement on Form S-1 (File No. 333-150513), originally filed April 30, 2008, effective July 24, 2008, as amended.             
|      | 
|10.11 |  | Service Contract for Homeowners Claims Handling dated May 30, 2007, but effective July 1, 2007, by and between Homeowners Choice Managers, Inc. and Johns Eastern Company, Inc. Incorporated by
reference to the correspondingly numbered exhibit to our Registration Statement on Form S-1 (File No. 333-150513), originally filed April 30, 2008, effective July 24, 2008, as amended.
|      | 
|10.12 |  | Amendment dated August 21, 2008 to Consulting Agreement dated June 1, 2007 between Homeowners Choice, Inc. and Scorpio Systems, Inc. Incorporated by reference to Exhibit 10.12 to Form 8-K
filed August 21, 2008.                                                                                                                                                                      
|      | 
|10.13 |  | Excess Catastrophe Reinsurance Contract effective June 1, 2009 by Homeowners Choice Property and Casualty Insurance Company, Inc. and Subscribing Reinsurers.                                                                                                                                                                                                                           



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##### Table of Contents

|      |  |                                                                                                                                                                                                                                                                                                   
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.14 |  | Reinstatement Premium Protection Reinsurance Contract effective June 1, 2009 by Homeowners Choice Property and Casualty Insurance Company, Inc. and Subscribing Reinsurers.                                                                                                                       
|      | 
|10.15 |  | Multi-Year Excess Catastrophe Reinsurance Contract dated June 1, 2008 by Homeowners Choice Property and Casualty Insurance Company, Inc. and Subscribing Reinsurers. Incorporated by reference
to the correspondingly numbered exhibit to our Form 10-Q filed August 29, 2008.                    
|      | 
|10.17 |  | Form of indemnification agreement for our officers and directors.                                                                                                                                                                                                                                 
|      | 
|10.18 |  | Lease Agreement dated April 8, 2008 between 2340 Drew St, LLC and Homeowners Choice, Inc. Incorporated by reference to the correspondingly numbered exhibit to our Registration Statement on
Form S-1 (File No. 333-150513), originally filed April 30, 2008, effective July 24, 2008, as amended.
|      | 
|10.21 |  | Form of Non-Qualified Stock Option Agreement. Incorporated by reference to the correspondingly numbered exhibit to our Registration Statement on Form S-1 (File No. 333-150513),
originally filed April 30, 2008, effective July 24, 2008, as amended.                                            
|      | 
|10.22 |  | Excess Per Risk Reinsurance Contract effective December 1, 2008 issued to Homeowners Choice Property & Casualty Insurance Company by Subscribing Reinsurers. Incorporated by reference to
the correspondingly numbered exhibit to our Form 10-Q filed May 14, 2009.                               
|      | 
|10.23 |  | Excess Catastrophe Reinsurance Contract effective October 14, 2008 issued to Homeowners Choice Property & Casualty Insurance Company by Subscribing Reinsurers. Incorporated by reference
to the correspondingly numbered exhibit to our Form 10-Q filed May 14, 2009.                            



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##### Table of Contents

|     |  |                                                                              
|---- |  | -----------------------------------------------------------------------------
|31.1 |  | Certification of the Chief Executive Officer                                 
|     | 
|31.2 |  | Certification of the Chief Financial Officer                                 
|     | 
|32.1 |  | Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C.ss.1350
|     | 
|32.2 |  | Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C.ss.1350



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, who has signed this report on behalf of the Company.



|                |  |                         |  |                                             
|--------------- |  | ----------------------- |  | --------------------------------------------
|                |  | HOMEOWNERS CHOICE, INC.
|                |  |                        
|August 12, 2009 |  | By                      |  | /s/ Francis X. McCahill III                 
|                |  |                         |  | Francis X. McCahill III                     
|                |  |                         |  | President and Chief Executive Officer       
|                |  |                         |  | (Principal Executive Officer)               
|                |  |                        
|August 12, 2009 |  | By                      |  | /s/ Richard R. Allen                        
|                |  |                         |  | Richard R. Allen                            
|                |  |                         |  | Chief Financial Officer                     
|                |  |                         |  | (Principal Financial and Accounting Officer)

A signed original of this document has been provided to Homeowners Choice, Inc. and will be retained by Homeowners
Choice, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.



33