a10q-a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q/A (Amendment No. 1)
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 001-33251

UNIVERSAL INSURANCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
65-0231984
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

1110 W. Commercial Blvd., Suite 100, Fort Lauderdale, Florida 33309
(Address of principal executive offices)

(954) 958-1200
(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 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, or a non-accelerated filer. See the definitions of “large accelerated filer” and “accelerated filer” in Rule 12b-2 of the Exchange Act.

 
Large accelerated filer r
Accelerated filer  x
 
Non-accelerated filer r (Do not check if a smaller reporting company)
Smaller reporting company r

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  39,387,998 shares of common stock, par value $0.01 per share, outstanding on February 18, 2011.

 
 

 

UNIVERSAL INSURANCE HOLDINGS, INC.

TABLE OF CONTENTS
Page No.

PART I: FINANCIAL INFORMATION
 
 
 
Explanatory Note
3
     
 
Report of Independent Registered Public Accounting Firm
     
Item 1.
Financial Statements (Unaudited)
     
 
Condensed Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009
5
     
 
Condensed Consolidated Statements of Operations for the Nine-Month and Three-Month Periods Ended September 30, 2010 and 2009
6
     
 
Condensed Consolidated Statements of Stockholders’ Equity for the Nine-Month and Three-Month Periods Ended September 30, 2010 and 2009
7
     
 
Condensed Consolidated Statements of Cash Flows for the Nine-Month Periods Ended September 30, 2010 and 2009
8
     
 
Notes to Condensed Consolidated Financial Statements
9
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
35
     
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
55
     
Item 4.
Controls and Procedures
57
     
PART II:
OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
59
     
Item 1A.
Risk Factors
59
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
59
     
Item 3.
Defaults Upon Senior Securities
59
     
Item 4.
(Removed and Reserved)
59
     
Item 5.
Other Information
59
     
Item 6.
Exhibits
59
     
Signatures
 
59


 
2

 

Explanatory Note

Universal Insurance Holdings, Inc. (“Company”) is filing this amendment of its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 (“Amended Report”) to restate its Condensed Consolidated Financial Statements for the three- and nine-month periods ended September 30, 2010.  The Company is issuing this restatement to correct a third-party clerical error in the coding of a single investment security that resulted in an overstatement of unrealized gains on investments of $2,316,041 and realized gains on investments of $100,039 included in earnings for the three- and nine-month periods ended September 30, 2010.  Through its internal review, management discovered that its external provider of investment accounting services incorrectly coded a series of purchases of a commodity security held by Universal Insurance Holdings, Inc.  As a result, the provider reported to the Company that the security had gained value during the quarter ended September 30, 2010, when in fact it had lost value.  The amount of actual unrealized loss on that single investment was $62,510.  In addition, as a result of the overstatement, certain accruals for unpaid incentive bonus compensation payments have been reduced by $189,828.
 
The net effect resulting from this clerical error on income before income taxes, net income and diluted earnings per share for the three- and nine-month periods ended September 30, 2010, and on stockholders’ equity at September 30, 2010, is as follows:
 
 
Income before income taxes decreased by $2,226,252
 
 
Net income decreased by $1,367,475
 
 
Diluted earnings per share decreased by $0.04
 
 
Stockholders’ equity decreased by $1,367,475
 
Notes 1 and 15 to the Condensed Consolidated Financial Statements included herein also contain information regarding the nature and effect of the restatement.
 
For the convenience of the reader, this Amended Report sets forth the Form 10-Q in its entirety.  Other than amending the disclosures relating to the restatement, no attempt has been made in this Amended Report to amend or update other disclosures presented in the original Form 10-Q.  Forward-looking statements made in the original Form 10-Q have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the original Form 10-Q and such forward-looking statements should be read in their historical context.
 
The following items of the original Form 10-Q are being amended in this Amended Report as a result of this restatement:
 
Part I – Item 1 – Financial Statements
 
Part I – Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Part I – Item 3 – Quantitative and Qualitative Disclosures about Market Risk

Part I – Item 4 – Controls and Procedures

Exhibit 99.1 – Schedule of Investments
 

 

 
3

 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To The Board of Directors and Stockholders of
Universal Insurance Holdings, Inc. and Subsidiaries
Fort Lauderdale, Florida


We have reviewed the accompanying condensed consolidated balance sheet of Universal Insurance Holdings, Inc. and Subsidiaries as of September 30, 2010 and the related condensed consolidated statements of operations for the nine-month and three-month periods ended September 30, 2010 and 2009 and cash flows for each of the nine-month periods ended September 30, 2010 and 2009.  These interim financial statements are the responsibility of the Company’s management.
 
We conducted our review 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 (United States), 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 review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
 



/s/ Blackman Kallick LLP



Chicago, Illinois

November 9, 2010, except for the portions of Notes 1, 2, 5, 9, 13 and 15 addressing the error correction as to which the date is March 21, 2011


 
4

 

PART I -- FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited

   
(Restated See Note 1)
       
   
September 30,
   
December 31,
 
ASSETS
 
2010
   
2009
 
Cash and cash equivalents
  $ 294,972,027     $ 192,924,291  
Investments:
               
  Trading securities, at fair value
    101,939,932       -  
  Available-for-sale securities, at fair value
    -       114,797,010  
Real estate, net
    4,100,539       3,289,893  
Prepaid reinsurance premiums
    228,363,400       200,294,241  
Reinsurance recoverables
    67,336,233       91,816,433  
Premiums receivable, net
    48,516,258       37,363,110  
Receivable from securities
    13,061,387       6,259,973  
Other receivables
    2,805,825       5,068,367  
Income taxes recoverable
    -       3,211,874  
Property and equipment, net
    1,280,798       1,245,858  
Deferred policy acquisition costs, net
    12,852,849       9,464,624  
Deferred income taxes
    11,359,983       11,894,289  
Other assets
    900,239       617,337  
          Total assets
  $ 787,489,470     $ 678,247,300  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
LIABILITIES:
               
Unpaid losses and loss adjustment expenses
  $ 136,857,850     $ 127,197,753  
Unearned premiums
    346,304,445       278,370,544  
Advance premium
    20,957,517       17,078,558  
Accounts payable
    3,496,095       3,172,626  
Bank overdraft
    24,778,730       20,297,061  
Reinsurance payable, net
    67,932,331       73,104,595  
Income taxes payable
    3,498,896       368,968  
Payable for securities
    379,473       -  
Other accrued expenses
    22,481,959       20,750,385  
Long-term debt
    23,529,412       24,632,353  
          Total liabilities
    650,216,708       564,972,843  
                 
STOCKHOLDERS' EQUITY:
               
Cumulative convertible preferred stock, $.01 par value
    1,077       1,087  
     Authorized shares - 1,000,000
               
     Issued shares - 107,690 and 108,640
               
     Outstanding shares - 107,690 and 108,640
               
     Minimum liquidation preference - $287,240 and $288,190
               
Common stock, $.01 par value
    408,771       402,146  
     Authorized shares - 55,000,000
               
     Issued shares - 40,877,088 and 40,214,884
               
     Outstanding shares - 39,166,033 and 37,774,765
               
     Treasury shares, at cost - 1,711,054 and 1,809,119 shares
    (7,389,414 )     (7,948,606 )
Common stock held in trust, at cost - 0 and 631,000 shares
    -       (511,110 )
Additional paid-in capital
    37,568,052       36,666,914  
Accumulated other comprehensive income, net of taxes
    5,437       563,654  
Retained earnings
    106,678,839       84,100,372  
          Total stockholders' equity
    137,272,762       113,274,457  
          Total liabilities and stockholders' equity
  $ 787,489,470     $ 678,247,300  

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

 
5

 

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
   
(Restated see Note 1)
         
(Restated see Note 1)
       
   
For the Nine
   
For the Three
 
   
Months Ended September 30,
   
Months Ended September 30,
 
   
2010
   
2009
   
2010
   
2009
 
PREMIUMS EARNED AND OTHER REVENUES
                   
     Direct premiums written
  $ 520,781,570     $ 436,610,689     $ 152,662,238     $ 134,626,400  
     Ceded premiums written
    (357,411,323 )     (328,518,186 )     (108,539,124 )     (104,152,022 )
        Net premiums written
    163,370,247       108,092,503       44,123,114       30,474,378  
     (Increase) decrease in net unearned premium
    (39,864,743 )     (200,377 )     4,708,040       2,283,358  
     Premiums earned, net
    123,505,504       107,892,126       48,831,154       32,757,736  
     Net investment income
    376,575       1,385,007       66,004       586,525  
     Realized gains on investments
    11,893,320       13,588,681       6,148,976       12,136,072  
     Unrealized gains on investments
    6,281,192       -       6,281,192       -  
     Foreign currency transaction gains
    800,990       6,156,945       (8,060 )     6,084,629  
     Commission revenue
    25,469,318       23,413,086       7,948,019       8,105,468  
     Other revenue
    3,488,748       4,214,347       1,468,416       1,312,617  
                                 
Total premiums earned and other revenues
    171,815,647       156,650,192       70,735,701       60,983,047  
                                 
OPERATING COSTS AND EXPENSES
                         
     Losses and loss adjustment expenses
    77,856,730       68,695,552       29,370,125       23,768,729  
     General and administrative expenses
    43,631,008       36,789,168       20,053,028       18,674,744  
                                 
        Total operating costs and expenses
    121,487,738       105,484,720       49,423,153       42,443,473  
                                 
INCOME BEFORE INCOME TAXES
    50,327,909       51,165,472       21,312,548       18,539,574  
                                 
     Income taxes, current
    19,015,441       16,127,712       7,359,297       7,178,058  
     Income taxes, deferred
    524,281       3,446,852       876,041       (153,004 )
        Income taxes, net
    19,539,722       19,574,564       8,235,338       7,025,054  
                                 
NET INCOME
  $ 30,788,187     $ 31,590,908     $ 13,077,210     $ 11,514,520  
                                 
Basic net income per common share
  $ 0.78     $ 0.84     $ 0.33     $ 0.31  
Weighted average of common shares
     outstanding - Basic
    39,075,571       37,601,409       39,167,241       37,625,013  
                                 
Fully diluted net income per share
  $ 0.76     $ 0.78     $ 0.32     $ 0.28  
Weighted average of common shares
     outstanding - Diluted
    40,386,445       40,374,409       40,276,276       40,671,509  
                                 
Cash dividend declared per common share
  $ 0.22     $ 0.34     $ -     $ -  
                                 
                                 
   
For the Nine
   
For the Three
 
   
Months Ended September 30,
   
Months Ended September 30,
 
      2010       2009       2010       2009  
Comprehensive Income:
                               
Net income
  $ 30,788,187     $ 31,590,908     $ 13,077,210     $ 11,514,520  
Change in net unrealized (losses) gains on
investments, net of tax
    (558,217 )     4,590,905       408,684       (3,638,071 )
                                 
Comprehensive Income
  $ 30,229,970     $ 36,181,813     $ 13,485,894     $ 7,876,449  
                                 
 
The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

 
6

 

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
 (Unaudited)

                             For the Nine Months Ended September 30, 2010 (Restated - see Note 1)     
                                                         
                                                             
   
Common Shares
   
Preferred Stock Shares
   
Common Stock Amount
   
Preferred Stock Amount
   
Additional Paid-In Capital
   
Retained Earnings
   
Accumulated Other Comprehensive (Loss) Income
   
Stock Held in Trust
   
Treasury Stock
   
Total Stockholders' Equity
 
Balance, Dec. 31, 2009
    40,214,884       108,640     $ 402,146     $ 1,087     $ 36,666,914     $ 84,100,372     $ 563,654     $ (511,110 )   $ (7,948,606 )   $ 113,274,457  
                                                                                 
Common shares issued
    1,900,207               19,002               1,858,078                               (4,715,261 )     (2,838,181 )
Preferred stock
   conversion
    1,187       (950 )     12       (10 )     (2 )                                     -  
                                                                                 
Release of shares
    from SGT
                                    939,900                       511,110       (2,328,859 )     (877,849 )
                                                                                 
Retirement of treasury
   shares
    (1,239,190 )             (12,389 )             (7,591,863 )                             7,603,312       (940 )
 
                                                                               
Stock compensation
   plans
                                    1,766,346                                       1,766,346  
                                                                                 
Net income (Restated - see Note 1)
                                            30,788,187                               30,788,187  
                                                                                 
Excess tax benefits from
   stock-based  compensation
                                    3,660,201                                       3,660,201  
  
                                                                               
Reclassification of excess
   tax benefits from stock-
   based compensation
                                    (421,894 )     421,894                               -  
                                                                                 
Amortization of deferred
   compensation
                                    690,372                                       690,372  
                                                                                 
Declaration of dividends
                                            (8,631,614 )                             (8,631,614 )
                                                                                 
  
                                                                               
Reclassification of investments
to trading portfolio, net
of tax effect of $253,170
                                                    403,137                       403,137  
  
                                                                               
Change in net unrealized
  loss on invest., net of
  tax effect of $(603,732)
                                                    (961,354 )                     (961,354 )
                                                                                 
 Balance Sept. 30, 2010
    40,877,088       107,690     $ 408,771     $ 1,077     $ 37,568,052     $ 106,678,839     $ 5,437     $ -     $ (7,389,414 )   $ 137,272,762  
                                                                                 
                                               For the Nine Months Ended September 30, 2009  
Balance Dec. 31, 2008
    40,158,019       138,640     $ 401,578     $ 1,387     $ 33,587,414     $ 75,654,070     $ 24,834     $ (733,860 )   $ (7,381,768 )   $ 101,553,655  
                                                                                 
Common shares issued
    20,000               200               21,800                                       22,000  
                                                                                 
Preferred stock
   conversion
    75,000       (30,000 )     750       (300 )     (450 )                                     -  
                                                                                 
Release of shares
    from SGT
                                    136,550                       36,450       (189,537 )     (16,537 )
                                                                                 
Stock compensation
   plans
                                    1,421,332                                       1,421,332  
                                                                                 
Net income
                                            31,590,908                               31,590,908  
                                                                                 
Excess tax benefits from
   stock-based  compensation
                                    49,549                                       49,549  
                                                                                 
Amortization of deferred
   compensation
                                    490,407                                       490,407  
                                                                                 
Declaration of dividends
                                            (12,807,201 )                             (12,807,201 )
                                                                                 
Change in net unrealized
  gain on invest., net of
  tax effect of $2,883,096
                                                    4,590,905                       4,590,905  
                                                                                 
Balance Sept. 30, 2009
    40,253,019       108,640     $ 402,528     $ 1,087     $ 35,706,602     $ 94,437,777     $ 4,615,739     $ (697,410 )   $ (7,571,305 )   $ 126,895,018  
 
The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
 
7

 

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

   
(Restated see Note 1)
Nine Months Ended
September 30, 2010
     
Nine Months Ended
September 30, 2009
 
Cash flows from operating activities:
           
Net Income
  $ 30,788,187     $ 31,590,908  
Adjustments to reconcile net income to net cash provided by operating activities:
               
     Bad debt expense
    1,665,919       1,056,636  
     Depreciation
    731,817       336,075  
     Amortization of cost of stock options
    1,766,349       1,421,332  
     Amortization of restricted stock grants
    690,372       490,407  
     Realized gains on investments
    (11,893,320 )     (13,588,681 )
     Unrealized gains on investments
    (6,281,192 )     -  
     Foreign currency gains on investments
    (834,529 )     (6,108,112 )
     Amortization of premium / accretion of discount, net
    404,822       203,653  
     Deferred income taxes
    884,868       3,427,227  
     Other
    (20,935 )     130,121  
Net change in assets and liabilities relating to operating activities:
               
     Prepaid reinsurance premiums
    (28,069,159 )     (34,804,467 )
     Reinsurance recoverables
    24,480,200       (4,621,514 )
     Premiums receivable, net
    (12,819,067 )     (5,005,214 )
     Other receivables
    2,035,488       (2,817,396 )
     Income taxes recoverable
    3,211,874       1,624,875  
     Deferred policy acquisition costs, net
    (3,388,225 )     (8,708,186 )
     Purchases of fixed maturities, trading
    (287,865,409 )     -  
     Proceeds from sales of fixed maturities, trading
    338,319,461       -  
     Purchases of equity securities, trading
    (60,245,223 )     -  
     Proceeds from sale of equity securities, trading
    56,968,340       -  
     Other assets
    (150,404 )     (164,470 )
     Unpaid losses and loss adjustment expenses
    9,660,097       10,315,726  
     Unearned premiums
    67,933,901       35,004,845  
     Accounts payable
    323,469       58,414  
     Reinsurance payable
    (5,172,264 )     55,964,083  
     Income taxes payable
    3,129,928       235,571  
     Other accrued expenses
    1,731,574       8,279,954  
     Advance premium
    3,878,959       3,156,081  
          Net cash provided by operating activities
    131,865,898       77,477,868  
Cash flows from investing activities:
               
     Proceeds from sale of property
    32,608       -  
     Purchase of real estate
    (1,016,921 )     -  
     Purchases of fixed maturities, available-for-sale
    (129,140,469 )     (206,473,797 )
     Proceeds from sales of fixed maturities, available-for-sale
    116,237,712       203,451,919  
     Purchases of equity securities, available-for-sale
    (80,730,225 )     (131,231,211 )
     Proceeds from sales of equity securities, available-for-sale
    70,680,944       79,069,631  
     Capital expenditures and building improvements
    (572,155 )     (509,517 )
          Net cash used in investing activities
    (24,508,506 )     (55,692,975 )
Cash flows from financing activities:
               
     Bank overdraft
    4,481,669       4,559,007  
     Preferred stock dividend
    (14,962 )     (22,462 )
     Common stock dividend
    (8,616,650 )     (8,268,279 )
     Issuance of common stock
    7,000       22,000  
     Treasury shares on option exercise
    (3,723,972 )     (16,537 )
     Excess tax benefits from stock-based compensation
    3,660,200       19,625  
     Repayments of loans payable
    (1,102,941 )     -  
          Net cash used in financing activities
    (5,309,656 )     (3,706,646 )
                 
Net increase in cash and cash equivalents
    102,047,736       18,078,247  
Cash and cash equivalents at beginning of period
    192,924,291       256,964,637  
Cash and cash equivalents at end of period
  $ 294,972,027     $ 275,042,884  
                 
Non cash items:
               
     Dividends accrued
  $ -     $ 4,516,460  
 
The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

 
8

 

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
(Unaudited)

1.         Nature of Operations and Basis of Presentation

Restatement of Condensed Consolidated Financial Statements
 
Subsequent to filing its Quarterly Report on Form 10-Q, for the quarter ended September 30, 2010, the Company determined that a third-party clerical error in the coding of a single investment security resulted in an overstatement of unrealized gains on investments of $2,316,041 and realized gains on investments of $100,039 included in earnings for the three- and nine-month periods ended September 30, 2010.  Through its internal review, management discovered that its external provider of investment accounting services incorrectly coded a series of purchases of a commodity security held by the Company.  As a result, the provider reported to the Company that the security had gained value during the quarter ended September 30, 2010, when in fact it had lost value.  The amount of actual unrealized loss on that single investment was $62,510.  In addition, as a result of the overstatement, certain accruals for unpaid incentive bonus compensation payments have been reduced by $189,828.
 
The effect of the restatement on the condensed consolidated financial statements is as follows:
 
Consolidated Balance Sheet as of September 30,2010
             
   
As Reported
   
Adjustment
   
Restated
 
Trading securites
  $ 104,356,012     $ (2,416,080 )   $ 101,939,932  
Deferred income taxes
  $ 10,466,570     $ 893,413     $ 11,359,983  
Total assets
  $ 789,012,137     $ (1,522,667 )   $ 787,489,470  
Income taxes payable
  $ 3,464,260     $ 34,636     $ 3,498,896  
Other accrued expenses
  $ 22,671,787     $ (189,828 )   $ 22,481,959  
Total liabilities
  $ 650,371,900     $ (155,192 )   $ 650,216,708  
Retained earnings
  $ 108,046,314     $ (1,367,475 )   $ 106,678,839  
Total stockholders equity
  $ 138,640,237     $ (1,367,475 )   $ 137,272,762  
 
Consolidated Statement of Operations
  For the nine months ended September 30, 2010     
   
As Reported
   
Adjustment
   
Restated
 
Net realized gains on investments
  $ 11,993,359     $ (100,039 )   $ 11,893,320  
Net urealized gains on investments
  $ 8,597,233     $ (2,316,041 )   $ 6,281,192  
Total premiums earned and other revenues
  $ 174,231,727     $ (2,416,080 )   $ 171,815,647  
General and administrative expenses
  $ 43,820,836     $ (189,828 )   $ 43,631,008  
Total operating costs and expenses
  $ 121,677,566     $ (189,828 )   $ 121,487,738  
INCOME BEFORE INCOME TAXES
  $ 52,554,161     $ (2,226,252 )   $ 50,327,909  
Income taxes, current
  $ 18,980,805     $ 34,636     $ 19,015,441  
Income taxes, deferred
  $ 1,417,694     $ (893,413 )   $ 524,281  
Income taxes, net
  $ 20,398,499     $ (858,777 )   $ 19,539,722  
Net income
  $ 32,155,662     $ (1,367,475 )   $ 30,788,187  
Basic net income per common share
  $ 0.82     $ (0.04 )   $ 0.78  
Fully diluted net income per share
  $ 0.80     $ (0.04 )   $ 0.76  

 
9

 

Comprehensive Income
 
For the nine months ended September 30, 2010
 
   
As Reported
   
Adjustment
   
Restated
 
Net income
  $ 32,155,662     $ (1,367,475 )   $ 30,788,187  
Comprehensive income
  $ 31,597,445     $ (1,367,475 )   $ 30,229,970  

 
Consolidated Statement of Operations
 
For the three months ended September 30, 2010
 
   
As Reported
   
Adjustment
   
Restated
 
Net realized gains on investments
  $ 6,249,015     $ (100,039 )   $ 6,148,976  
Net urealized gains on investments
  $ 8,597,233     $ (2,316,041 )   $ 6,281,192  
Total premiums earned and other revenues
  $ 73,151,781     $ (2,416,080 )   $ 70,735,701  
General and administrative expenses
  $ 20,242,856     $ (189,828 )   $ 20,053,028  
Total operating costs and expenses
  $ 49,612,981     $ (189,828 )   $ 49,423,153  
INCOME BEFORE INCOME TAXES
  $ 23,538,800     $ (2,226,252 )   $ 21,312,548  
Income taxes, current
  $ 7,324,661     $ 34,636     $ 7,359,297  
Income taxes, deferred
  $ 1,769,454     $ (893,413 )   $ 876,041  
Income taxes, net
  $ 9,094,115     $ (858,777 )   $ 8,235,338  
Net income
  $ 14,444,685     $ (1,367,475 )   $ 13,077,210  
Basic net income per common share
  $ 0.37     $ (0.04 )   $ 0.33  
Fully diluted net income per share
  $ 0.36     $ (0.04 )   $ 0.32  
 
 
Comprehensive Income
  For the three months ended September 30, 2010     
   
As Reported
   
Adjustment
   
Restated
 
Net income
  $ 14,444,685     $ (1,367,475 )   $ 13,077,210  
Comprehensive income
  $ 14,853,369     $ (1,367,475 )   $ 13,485,894  

 
Consolidated Statement of Cash Flows
 
For the nine months ended September 30, 2010
 
   
As Reported
   
Adjustment
   
Restated
 
Net income
  $ 32,155,662     $ (1,367,475 )   $ 30,788,187  
Realized gains on investments
  $ (11,993,359 )   $ 100,039     $ (11,893,320 )
Unealized gains on investments
  $ (8,597,233 )   $ 2,316,041     $ (6,281,192 )
Deferred income taxes
  $ 1,778,281     $ (893,413 )   $ 884,868  
Income taxes payable
  $ 3,095,292     $ 34,636     $ 3,129,928  
Other accrued expenses
  $ 1,921,402     $ (189,828 )   $ 1,731,574  
 
 
Additional disclosures are provided in the accompanying notes to condensed consolidated financial statements primarily in Note 2 – “Significant Accounting Policies Trading Securities”, Note 5 – “Investments”, Note 9 – “Income Tax Provision”, Note 13 – “Earning Per Share”  and Note 15 – “Subsequent Events”.   Disclosures have also been modified in Item 2 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, Item 4 – “Controls and Procedures” and Exhibit 99.1 “Schedule of Investments.”
 
Nature of Operations
 
The Company was originally incorporated as Universal Heights, Inc. in Delaware in November 1990. The Company changed its name to Universal Insurance Holdings, Inc. on January 12, 2001. The Company, through its wholly owned subsidiary, Universal Insurance Holding Company of Florida, formed
 

 
10

 

Universal Property & Casualty Insurance Company (“UPCIC”) in 1997. The Company has since evolved into a vertically integrated insurance holding company, which through its various subsidiaries, covers substantially all aspects of insurance underwriting, distribution and claims processing. The Company’s primary product is homeowners’ insurance.
 
Basis of Presentation
 
The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Universal Insurance Holdings, Inc. and its subsidiaries.  We have made all adjustments that, in our opinion, are necessary for a fair statement of results of the interim periods, and all such adjustments are of a normal recurring nature.  All significant intercompany balances and transactions have been eliminated in consolidation.  The condensed consolidated financial statements should be read in conjunction with our annual audited consolidated financial statements and related notes for the year ended December 31, 2009.  The condensed consolidated balance sheet at December 31, 2009 was derived from audited financial statements, but does not include all disclosures required by GAAP.  Certain financial information that is included in annual financial statements prepared in accordance with GAAP is not required for interim reporting and has been condensed or omitted.
 
Management must make estimates and assumptions that affect amounts reported in our condensed consolidated financial statements and in disclosures of contingent assets and liabilities.  Actual results may differ from those estimates.
 
To conform to the 2010 presentation, certain amounts in the prior periods’ consolidated financial statements and notes have been reclassified. Such reclassifications had no effect on net income or stockholders’ equity.
 
2.         Significant Accounting Policies

The Company reported Significant Accounting Policies in its Annual Report on Form 10-K for the year ended December 31, 2009.  The following are new or revised disclosures or disclosures required on a quarterly basis.
 
Trading Securities. The Company’s trading securities include marketable fixed maturity and equity securities with readily determinable fair values that the Company intends to trade. The securities are carried at fair value and all applicable interest and dividends, realized gains and losses, and unrealized gains and losses on changes in fair value are included in income.

During the three-month period ended September 30, 2010, the Company evaluated the trading activity in its investment portfolio, its investing strategy, and its overall investment program, and concluded that its investment activities throughout the quarter were more consistent with the trading classification. As a result of this evaluation, the Company reclassified its available-for-sale portfolio as a trading portfolio effective July 1, 2010.  As a result of the reclassification, pre-tax net unrealized losses in the amount of $656,307 on the available-for-sale portfolio, as of July 1, 2010, were recognized in current period revenues as a reduction of unrealized gains on investments.  During the three-month period ended September 30, 2010, the market value of the Company’s trading portfolio increased by $6,937,499 before income taxes.  The increase in market value was recorded in current period revenues as unrealized gains on investments.
 
The Company’s reclassification of its available-for-sale investments to a trading portfolio had the following effect on items reporting in the Condensed Consolidated Financial Statements:
 
 
11

 
 
 
Increase (decrease) in:
For the nine months ended September 30, 2010
For the three months ended September 30, 2010
Unrealized gains on investments
$6,281,192
$6,281,192
Net income
$3,858,222
$3,858,222
Basic net income per common share
$0.10
$0.10
Fully diluted net income per common share
$0.10
$0.10
Cash flows from operating activities
$47,177,169
not presented
Cash flows from investing activities
$(47,177,169)
not presented
 
 
The Company will continue to record future changes in the market value of its trading portfolio directly to revenues as unrealized gains or losses on investments.
 
Fair Market of Financial Instruments.   The Company’s long-term debt was held at a carrying value of $23,529,412 and $24,632,353 as of September 30, 2010 and December 31, 2009, respectively.  The fair value of long-term debt as of September 30, 2010 was estimated based on discounted cash flows utilizing interest rates currently offered for similar products and was determined to be $18,175,475 and $18,299,889 as of September 30, 2010 and December 31, 2009, respectively.
 
Concentrations of Credit Risk.  Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents and reinsurance recoverables.
 
In order to reduce credit risk for amounts due from reinsurers, the Company’s primary insurance subsidiary, UPCIC, seeks to do business with financially sound reinsurance companies and regularly evaluates the financial strength of all reinsurers used. UPCIC’s largest reinsurer, Everest Reinsurance Company, has the following ratings from each of the rating agencies:  A+ from A.M. Best Company, A+ from Standard and Poor’s Rating Services and Aa3 from Moody’s Investors Service, Inc.  As of September 30, 2010 and December 31, 2009, UPCIC’s reinsurance portfolio contained the following authorized reinsurers that had unsecured recoverables for paid and unpaid losses, including incurred but not reported (“IBNR”) reserves, loss adjustment expenses and unearned premiums whose aggregate balance exceeded 3% of UPCIC’s statutory surplus:
 


Reinsurer
 As of September 30, 
2010
 
 As of December 31,
2009
Everest Reinsurance Company
$233,742,057
 
$ 208,129,753
Florida Hurricane Catastrophe Fund
               n/a
 
    24,888,534
   Total
$233,742,057
 
$ 233,018,287
 

 
12

 
As of September 30, 2010 and December 31, 2009, UPCIC did not have any unsecured recoverables from unauthorized reinsurers exceeding 3% of UPCIC’s statutory surplus.

Stock Compensation.  The Company periodically issues restricted common stock and grants options to purchase common stock to its directors, officers and employees.  These restricted stock awards and stock option grants are recorded as compensation expense ratably over their respective vesting periods.
 
Recent Accounting Pronouncements
 
In January 2010, the Financial Accounting Standards Board ("FASB ") issued new accounting guidance which expands disclosure requirements relating to fair value measurements.  The guidance adds requirements for disclosing amounts of and reasons for significant transfers into and out of Levels 1 and 2 and requires gross rather than net disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements.  The guidance also provides clarification that fair value measurement disclosures are required for each class of assets and liabilities.  Disclosures about the valuation techniques and inputs used to measure fair value for measurements that fall in either Level 2 or Level 3 are also required.  The Company adopted the provisions of the new guidance as of March 31, 2010 except for disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which are required for fiscal years beginning after December 15, 2010.  Disclosures are not required for earlier periods presented for comparative purposes.  The new guidance affects disclosures only; and therefore, the adoption had no impact on the Company’s results of operations or financial position.
 
In February 2010, the FASB amended the subsequent events guidance issued in May 2009 to remove the requirement for SEC filers to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. The amendment was effective upon issuance. The adoption of this guidance did not have an impact on the Company's consolidated financial condition or results of operations.
 
3.         Insurance Operations
 
The Company’s primary business consists of transacting homeowners’ insurance through UPCIC. UPCIC collects premiums from policyholders for coverage provided under its insurance policies. Unearned premiums represent amounts that UPCIC would be required to refund policyholders if their policies were canceled.  UPCIC determines unearned premiums by calculating the pro-rata amount that would be due to the policyholders at a given point in time based upon the premiums due for the full policy term.  At September 30, 2010, UPCIC serviced approximately 576,000 homeowners’ and dwelling fire insurance policies with direct unearned premiums totaling $346,304,445 and in-force premiums of approximately $651,200,000.  At December 31, 2009, UPCIC serviced 541,000 homeowners’ and dwelling fire insurance policies with direct unearned premiums totaling $278,370,544 and in-force premiums of approximately $567,100,000.
 
 
The insurance premiums charged by UPCIC are subject to various statutory and regulatory requirements.  Among these, UPCIC must offer wind mitigation discounts in accordance with a program mandated by the Florida legislature and implemented by the Florida Office of Insurance Regulation (“OIR”).  The level of wind mitigation discounts mandated by the Florida legislature to be effective June 1, 2007 for new business and August 1, 2007 for renewal business have had a significant effect on UPCIC’s premium.  The following table reflects the effect of wind mitigation credits received by UPCIC policyholders:
 

 
13

 

 
          Reduction of in-force premium (only policies including wind coverage) 
Date
 
Percentage of UPCIC
policyholders receiving credits 
  Total credits    In-force premium   
Percentage reduction of
in-force premium 
6/1/2007
    1.9 %   $ 6,284,697     $ 487,866,319       1.3 %
12/31/2007
    11.8 %   $ 31,951,623     $ 500,136,287       6.0 %
3/31/2008
    16.9 %   $ 52,398,215     $ 501,523,343       9.5 %
6/30/2008
    21.3 %   $ 74,185,924     $ 508,411,721       12.7 %
9/30/2008
    27.3 %   $ 97,802,322     $ 515,560,249       16.0 %
l2/31/2008
    31.1 %   $ 123,524,911     $ 514,011,138       19.4 %
3/31/2009
    36.3 %   $ 158,229,542     $ 530,029,572       23.0 %
6/30/2009
    40.4 %   $ 188,053,342     $ 544,646,437       25.7 %
9/30/2009
    43.0 %   $ 210,291,783     $ 554,378,761       27.5 %
12/31/2009
    45.2 %   $ 219,974,130     $ 556,577,449       28.3 %
3/31/2010
    47.8 %   $ 235,717,892     $ 569,870,173       29.3 %
6/30/2010
    50.9 %   $ 281,386,124     $ 620,276,858       31.2 %
9/30/2010
    52.4 %   $ 291,306,407     $ 634,285,246       31.5 %
 
 4.       Reinsurance
 
 
UPCIC seeks to protect against the risk of catastrophic loss by obtaining reinsurance coverage as of the beginning of the hurricane season on June 1 of each year. UPCIC’s reinsurance program consists of excess of loss, quota share and catastrophe reinsurance, subject to the terms and conditions of the applicable agreements.
 
 
On May 31, 2010, UPCIC and Segregated Account T25 – Universal Insurance Holdings of White Rock Insurance (SAC) Ltd. (“T25”) mutually agreed to a Commutation and Settlement Agreement related to the Underlying Property Catastrophe Excess of Loss Reinsurance Contract effective March 23, 2010.  A replacement contract was entered into between the parties on June 1, 2010 as part of UPCIC’s reinsurance program in effect for the period June 1, 2010, through May 31, 2011.  In conjunction with the commutation and entering into a new contract, the Company contributed additional capital to T25 due to the increased reinsurance coverage and collateral requirements of the replacement contract, effective June 1, 2010.  The Company is the account owner of T25 under Bermuda law, and the reinsurance transactions between T25 and UPCIC are eliminated in consolidation.
 
UPCIC’s in-force policyholder coverage for windstorm exposures as of September 30, 2010 was approximately $124.2 billion. In the normal course of business, UPCIC also seeks to reduce the risk of loss that may arise from catastrophes or other events that cause unfavorable underwriting results by reinsuring certain levels of risk in various areas of exposure with other insurance enterprises or reinsurers.
 
Amounts recoverable from reinsurers are estimated in a manner consistent with the reinsurance contracts.  Reinsurance premiums, losses and loss adjustment expenses (“LAE”) are accounted for on a basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Reinsurance ceding commissions received are deferred and netted against policy acquisition costs and amortized over the effective period of the related insurance policies.
 
2010 Reinsurance Program

Quota Share

 
14

 


Effective June 1, 2010, UPCIC entered into a quota share reinsurance contract with Everest Re. Everest Re has the following ratings from each of the rating agencies: A+ from A.M. Best Company, A+ from Standard and Poor’s Rating Services and Aa3 from Moody’s Investors Service, Inc.  Under the quota share contract, through May 31, 2011, UPCIC cedes 50% of its gross written premiums, losses and LAE for policies with coverage for wind risk with a ceding commission equal to 25% of ceded gross written premiums. In addition, the quota share contract has a limitation for any one occurrence of 56% of Gross Premiums Earned, not to exceed $160,000,000 (of which UPCIC's net liability on the first $160,000,000 of losses in a first event scenario is $22,500,000, in a second event scenario is $13,150,000 and in a third event scenario is $15,000,000) and a limitation from losses arising out of events that are assigned a catastrophe serial number by the Property Claims Services ("PCS") office of 140% of Gross Premiums Earned, not to exceed $400,000,000.

Excess Per Risk

Effective June 1, 2010 through May 31, 2011, UPCIC entered into a multiple line excess per risk contract with various reinsurers. Under the multiple line excess per risk contract, UPCIC obtained coverage of $1,400,000 in excess of $600,000 ultimate net loss for each risk and each property loss, and $1,000,000 in excess of $300,000 for each casualty loss. A $7,000,000 aggregate limit applies to the term of the contract.

Effective June 1, 2010 through May 31, 2011, UPCIC entered into a property per risk excess contract covering ex-wind only policies. Under the property per risk excess contract, UPCIC obtained coverage of $400,000 in excess of $200,000 for each property loss. A $2,000,000 aggregate limit applies to the term of the contract.

The total cost of the Company's multiple line excess reinsurance program effective June 1, 2010 through May 31, 2011 is $3,500,000 of which the Company's cost is 50%, or $1,750,000, and the quota share reinsurers' cost is the remaining 50%. The total cost of the Company's property per risk reinsurance program effective June 1, 2010 through May 31, 2011 is $475,000.


 
15

 

Excess Catastrophe
 
Effective June 1, 2010 through May 31, 2011, under excess catastrophe contracts, UPCIC obtained catastrophe coverage of $660,500,000 in excess of $160,000,000 covering certain loss occurrences including hurricanes. The coverage of $660,500,000 in excess of $160,000,000 has a second full limit available to UPCIC; additional premium is calculated pro rata as to amount and 100% as to time, as applicable.
 
Effective June 1, 2010 through May 31, 2011, UPCIC purchased reinstatement premium protection which reimburses UPCIC for its cost to reinstate the catastrophe coverage of the first $310,500,000 (part of $660,500,000) in excess of $160,000,000.
 
Effective June 1, 2010 through May 31, 2011, under an underlying excess catastrophe contract, UPCIC obtained catastrophe coverage of 50% of $105,000,000 in excess of $55,000,000 covering certain loss occurrences including hurricanes. UPCIC entered into this contract with a segregated account that was established by a third-party reinsurer in accordance with Bermuda law.  The Company has secured the obligations of the segregated account by contributing the amount of the segregated account’s liability for losses, net of UPCIC’s required premium payments, to a trust account.
 
Effective June 1, 2010 through May 31, 2011, under an excess catastrophe contract specifically covering risks located in North Carolina and South Carolina, UPCIC obtained catastrophe coverage of 50% of $40,000,000 in excess of $10,000,000 covering certain loss occurrences including hurricanes. The coverage of 50% of $40,000,000 in excess of $10,000,000 has a second full limit available to UPCIC; additional premium is calculated pro rata as to amount and 100% as to time, as applicable.  The cost of UPCIC’s excess catastrophe contract specifically covering risks located in North Carolina and South Carolina is $2,025,000.
 

Effective June 1, 2010 through May 31, 2011, UPCIC also obtained subsequent catastrophe event excess of loss reinsurance to cover certain levels of UPCIC's net retention through three catastrophe events including hurricanes, as follows:
 
   
2ndEvent
 
3rdEvent
 
Coverage
$123,700,000 in excess of $36,300,000 each loss occurrence subject to an otherwise recoverable amount of $123,700,000 (placed 50%)
$130,000,000 in excess of $30,000,000 each loss occurrence subject to an otherwise
 recoverable amount of $260,000,000
 (placed 100%)
 
Deposit premium (100%)
$22,266,000
$9,100,000
 
Minimum premium (100%)
$17,812,800
$7,280,000
 
Premium rate -% of
 total insured value
0.020088%
0.00821%

 
UPCIC also obtained coverage from the Florida Hurricane Catastrophe Fund (“FHCF”), which is administered by the Florida State Board of Administration (“SBA”).  Under the reimbursement agreement, the FHCF would reimburse UPCIC, for each loss occurrence during the contract year, for 90% of the ultimate loss paid by UPCIC in excess of its retention plus 5% of the reimbursed losses to cover loss
 
16

 

adjustment expenses, subject to an aggregate contract limit.  A covered event means any one storm declared to be a hurricane by the National Hurricane Center for losses incurred in Florida, both while it is a hurricane and through subsequent downgrades.  For the contract year June 1, 2010 to May 31, 2011, UPCIC purchased the traditional FHCF coverage and did not purchase the Temporary Increase in Coverage Limit Option offered to insurers by the FHCF.  UPCIC’s estimate of its traditional FHCF coverage is based upon UPCIC’s exposure in-force as of June 30, 2010, as reported by UPCIC to the FHCF on September 1, 2010 and is 90% of $1,118,744,624 in excess of $422,612,828.  The estimated premium for this coverage is $68,296,648.
 
Also at June 1, 2010, the FHCF made available, and UPCIC obtained, $10,000,000 of additional catastrophe excess of loss coverage with one free reinstatement of coverage to carriers qualified as Limited Apportionment Companies or companies that participated in the Insurance Capital Build-Up Incentive (“ICBUI”) Program offered by the FHCF, such as UPCIC.  This particular layer of coverage at June 1, 2010 is $10,000,000 in excess of $26,300,000.  The premium for this coverage is $5,000,000.
 
On October 29, 2010, the SBA published its most recent estimate of the FHCF’s loss reimbursement capacity in the Florida Administrative Weekly.  The SBA estimated that the FHCF’s total claims-paying capacity under current market conditions for the 2010 - 2011 contract year is projected to be $18.776 billion over the 12-month period following the estimate.  The SBA also referred to its report entitled, “October 2010 Estimated Claims Paying Capacity Report” (“Report”) as providing greater detail regarding the FHCF’s claims-paying capacity.  The Report estimated that the FHCF’s minimum 12-month claims-paying capacity is $19.414 billion and its maximum 12-month claims-paying capacity is $35.414 billion with an average claims-paying capacity of $25.414 billion.  This projected claims-paying capacity exceeds the FHCF’s maximum statutory obligation for 2010 of $18.776 billion.  Claims-paying capacity exceeding the FHCF’s maximum statutory obligation for a single contract year may be available for insurer reimbursements in future contract years. UPCIC purchased the FHCF Mandatory Layer of Coverage for the 2010 - 2011 contract year, which corresponds to FHCF loss reimbursement capacity of $17 billion. In the event the aggregate amount of reimbursement coverage requested by insurers for a particular contract year exceeds the FHCF’s actual claims-paying capacity, the FHCF’s obligation to reimburse insurers is limited by law to its actual claims-paying capacity.  The aggregate cost of UPCIC’s reinsurance program may increase should UPCIC deem it necessary to purchase additional private market reinsurance due to reduced estimates of the FHCF’s loss reimbursement capacity.
 
The total cost of UPCIC's multiple line excess and property per risk reinsurance program effective June 1, 2010 through May 31, 2011 is $3,975,000 of which UPCIC's cost is $2,225,000, and the quota share reinsurers cost is the remaining $1,750,000.  The cost of UPCIC’s underlying excess catastrophe contract is $42,000,000, subject to a potential return premium of up to $31,458,000. The total cost of UPCIC's private catastrophe reinsurance program effective June 1, 2010 through May 31, 2011 is $134,538,000 of which UPCIC's cost is 50%, or $67,269,000, and the quota share reinsurers cost is the remaining 50%. In addition, UPCIC purchases reinstatement premium protection as described above, the cost of which is $16,210,064. UPCIC’s cost of the subsequent catastrophe event excess of loss reinsurance is $15,683,000. The estimated premium that UPCIC plans to cede to the FHCF for the 2010 hurricane season is $68,296,648 of which UPCIC's cost is 50%, or $34,148,324 and the quota share reinsurers' cost is the remaining 50%. UPCIC is also participating in the additional coverage option for Limited Apportionment Companies or companies that participated in the ICBUI Program offered by the FHCF, the premium for which is $5,000,000 of which UPCIC's cost is 50%, or $2,500,000, and the quota share reinsurers' cost is the remaining 50%. The Company is responsible for losses related to catastrophic events with incurred losses in excess of coverage provided by UPCIC's reinsurance program which could have a material adverse effect on the Company's business, financial condition and results of operations.  UPCIC’s private market reinsurance costs are subject to increases or decreases if changes in its earned premiums or the

 
17

 
 
total insured value under its in-force policies as of August 31, 2010, are outside of ranges specified in certain of its reinsurance contracts.
 
Effective June 1, 2010 through December 31, 2010, the Company obtained $60,000,000 of coverage via a catastrophe risk-linked transaction contract in the event UPCIC’s catastrophe coverage is exhausted. The total cost of the Company’s risk-linked transaction contract is $8,250,000.
 
UPCIC is responsible for losses related to catastrophic events with incurred losses in excess of coverage provided by UPCIC’s reinsurance program and for losses that otherwise are not covered by the reinsurance program, which could have a material adverse effect on UPCIC’s and the Company’s business, financial condition and results of operations. UPCIC estimates based upon its in-force exposures as of September 30, 2010, that it had coverage to approximately the 125-year Probable Maximum Loss (PML), modeled using AIR CLASIC/2 v.11.0, long term, without demand surge and without loss amplification.  PML is a general concept applied in the insurance industry for defining high loss scenarios that should be considered when underwriting insurance risk. Catastrophe models produce loss estimates that are qualified in terms of dollars and probabilities. Probability of exceedance or the probability that the actual loss level will exceed a particular threshold is a standard catastrophe model output. For example, the 100-year PML represents a 1.00% Annual Probability of Exceedance (the 125-year PML represents a 0.800% Annual Probability of Exceedance). It is estimated that the 100-year PML is likely to be equaled or exceeded in one year out of 100 on average, or 1 percent of the time. It is the 99th percentile of the annual loss distribution.
 
UPCIC limits the maximum net loss that can arise from large risks or risks in concentrated areas of exposure by reinsuring (ceding) certain levels of risks with other insurers or reinsurers on an automatic basis under reinsurance contracts.  The reinsurance arrangements are intended to provide UPCIC with the ability to limit its exposure to losses within its capital resources.  Such reinsurance includes quota share, excess of loss and catastrophe forms of reinsurance. UPCIC submits the reinsurance program for regulatory review to the OIR.
 
The Company’s reinsurance arrangements had the following effect on certain items in the condensed consolidated Statements of Operations:
 
 
Nine Months Ended September 30, 2010
   
Nine Months Ended September 30, 2009
 
                                   
 
Premiums
Written
   
Premiums
Earned
   
Loss and Loss
Adjustment
Expenses
   
Premiums
Written
   
Premiums
Earned
   
Loss and Loss
Adjustment
Expenses
 
Direct $ 520,781,570     $ 452,847,668     $ 156,537,023     $ 436,610,689     $ 401,605,845     $ 139,259,179  
Ceded   (357,411,323 )     (329,342,164 )     (78,680,293 )     (328,518,186 )     (293,713,719 )     (70,563,627 )
Net  $ 163,370,247     $ 123,505,504     $ 77,856,730     $ 108,092,503     $ 107,892,126     $ 68,695,552  

 
 
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Three Months Ended September 30, 2010
   
Three Months Ended September 30, 2009
 
                                     
   
Premiums
Written
   
Premiums
Earned
   
Loss and Loss
Adjustment
Expenses
   
Premiums
Written
   
Premiums
Earned
   
Loss and Loss
Adjustment
Expenses
 
Direct
  $ 152,662,238     $ 162,093,491     $ 59,511,679     $ 134,626,400     $ 139,207,538     $ 48,330,038  
Ceded
    (108,539,124 )     (113,262,337 )     (30,141,553 )     (104,152,022 )     (106,449,802 )     (24,561,309 )
Net
  $ 44,123,114     $ 48,831,154     $ 29,370,126     $ 30,474,378     $ 32,757,736     $ 23,768,729  
 
Other Amounts:
 
Prepaid reinsurance premiums and reinsurance recoverables as of September 30, 2010 and December 31, 2009 were as follows:
 
   
As of Sept. 30,
2010
   
As of December 31,
2009
 
             
Prepaid reinsurance premiums
  $ 228,363,400     $ 200,294,241  
                 
Reinsurance recoverable on unpaid losses and LAE
  $ 67,151,722     $ 62,900,913  
Reinsurance recoverable on paid losses
    184,511       28,915,520  
Reinsurance recoverables
  $ 67,336,233     $ 91,816,433  

The Company has determined that a right of offset exists between UPCIC and its reinsurers. Reinsurance payable to reinsurers has been offset by ceding commissions and inuring premiums receivable from reinsurers as follows:
 
   
As of Sept. 30,
   
As of December 31,
 
   
2010
   
2009
 
Reinsurance payable, net of ceding commissions
     due from reinsurers
  $ 109,972,621     $ 105,536,847  
Inuring premiums receivable
    (42,040,290 )     (32,432,252 )
                 
Reinsurance payable, net
  $ 67,932,331     $ 73,104,595  
 
5.           Investments
 
During the three-month period ended September 30, 2010, the Company evaluated the trading activity in its investment portfolio, its investing strategy, and its overall investment program. As a result of this evaluation, the Company reclassified its available-for-sale portfolio as a trading portfolio effective July 1, 2010.  As a result of the reclassification, pre-tax net unrealized losses in the amount of $656,307 on the available-for-sale portfolio, as of July 1, 2010, were recognized in current period revenues as a reduction of unrealized gains on investments.  During the three-month period ended September 30, 2010, the market value of the Company’s trading portfolio increased by $6,937,499 before income taxes.  The increase in market value was recorded in current period revenues as unrealized gains on investments.  The Company will continue to record future changes in the market value of its trading portfolio directly to revenues as unrealized gains or losses on investments.  The net unrealized gain on investments relating to the trading portfolio of $6,281,192 is recorded in the Condensed Consolidated Statement of Operations caption "Unrealized Gains on Investments.”

 
19

 

Major sources of net investment income, are summarized as follows:
 
   
For the Nine Months Ended September 30, 
 
   
2010
   
2009
 
Cash and cash equivalents
  $ 109,150     $ 253,073  
Fixed maturities
    710,325       1,136,568  
Equity securities
    36,530       634,362  
     Total investment income
    856,005       2,024,003  
Less investment expenses
    (479,430 )     (638,996 )
                 
          Net investment income
  $ 376,575     $ 1,385,007  
 
 
As of September 30, 2010 and December 31, 2009, the Company’s investments consisted of cash and cash equivalents, and investments with carrying values of $396,911,959 and $307,721,301, respectively.
 
Concentrations of credit risk with respect to cash on deposit are limited by the Company’s policy of investing excess cash in money market accounts and repurchase agreements backed by the US Government and US Government Agency Securities with major national banks. These accounts are held by the Institutional Trust & Custody division of U.S. Bank, the Trust Department of SunTrust Bank and Evergreen Investment Management Company, LLC.

Cash and cash equivalents consisted of checking, repurchase, and money market accounts with carrying values of $294,972,027 and $192,924,291 as of September 30, 2010 and December 31, 2009, respectively, held at the following financial institutions:

 
 
20

 
 
           As of September 30, 2010        
Financial Institution
 
Cash
   
Money Market Funds
   
Total
   
%
 
                         
U. S. Bank IT&C (1)
  $ 0     $ 71,454,904     $ 71,454,904       24.2 %
Evergreen Investment Management
                               
   Company, L.L.C.
    0       2,909       2,909       0.0 %
SunTrust Bank
    1,203,993       0       1,203,993       0.4 %
SunTrust Bank Institutional