-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MR7+WCvKC2Pti/ql+JthTA1b/kUuC8eYh/0BWVk9CF4zyGDWc8jGpRWdRwBAJsm/ FhlOjIGaw28uwdxYG5kMLw== 0001116502-04-000555.txt : 20040316 0001116502-04-000555.hdr.sgml : 20040316 20040316165645 ACCESSION NUMBER: 0001116502-04-000555 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040316 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 21ST CENTURY HOLDING CO CENTRAL INDEX KEY: 0001069996 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 650248866 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25001 FILM NUMBER: 04673256 BUSINESS ADDRESS: STREET 1: 4161 N W 5TH STREET CITY: PLANTATION STATE: FL ZIP: 33317 BUSINESS PHONE: 9545819993 MAIL ADDRESS: STREET 1: 4161 N W 5TH STREET CITY: PLANTATION STATE: FL ZIP: 33317 8-K 1 twentyfirstcentury8k.htm CURRENT REPORT <B>BP (x1-53168) 21st Century Holding 8K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________


FORM 8-K




CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  March 16, 2003




21st CENTURY HOLDING COMPANY

(Exact name of registrant as specified in its charter)



                      

Florida

        

0-2500111

        

65-0248866

 

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

   
 

                                             

 

                                             

 

                                             



4161 N.W. 5th Street, Plantation, FL 33317

(Address of Principal Executive Office) (Zip Code)



954-581-9993

(Registrant’s telephone number, including area code)



Not Applicable

(Former Name or Former Address, If Changed Since Last Report.)











Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.


(a)

Financial Statements of Business Acquired.


Not Applicable.


(b)

Pro Forma Financial Information (unaudited).


Not Applicable.


(c)

Exhibits.

 

Exhibit No.

     

Exhibit Description

 

99.1

 

21st Century Holding Company Press Release, dated March 15, 2004

    


Item 9.     Regulation FD Disclosure and Item 12. Disclosure of Results of Operations and Financial Condition.


The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto and incorporated herein by reference, is concurrently hereby intended to be furnished pursuant to Item 9. “Regulation FD Disclosure” and Item 12. “Disclosure of Results of Operations and Financial Condition,” under Item 9 of Form 8-K. As provided in General Instruction B.2 of SEC Form 8-K, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Curr ent Report on Form 8-K.







2







SIGNATURES


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



                                                                                      

21ST CENTURY HOLDING COMPANY

   
   

Date:  March 16, 2004

By:  

/s/ RICHARD A. WIDDICOMBE

  

Richard A. Widdicombe

Chief Executive Officer

(Principle Executive Officer)

  
  

                                                                                      

 

Date:  March 16, 2004

By:  

/s/ J. G. JENNINGS, III

  

J. G. Jennings, III

Chief Financial Officer

(Principle Accounting and

Financial Officer)

  
  






3





INDEX TO EXHIBITS



Exhibit No.

     

Exhibit Title

99.1

 

21st Century Holding Company Press Release, dated March 15, 2004

   







EX-99.1 3 pressrelease991.htm EARNINGS PRESS RELEASE BP (x1-53168) 21st Century Holding Ex. 99.1

Exhibit 99.1


FOR IMMEDIATE RELEASE

CONTACT:

Edward J. Lawson, President and Chairman, 21st Century Holding Company

(954) 308-1257 or (954) 581-9993



21st CENTURY HOLDING COMPANY REPORTS

RECORD YEAR-END RESULTS

AND BEATS GUIDANCE


Plantation, Florida, March 15, 2004 - 21st Century Holding Company (Nasdaq: TCHC), today reported record results for the year ended December 31, 2003 (see attached tables).


For the year ended December 31, 2003, the Company reported net income of $8,364,876, or $2.64 per undiluted share. This beat company guidance of $2.25 - $2.45 per undiluted share by $0.19 per share. On a diluted share basis, the Company reported earnings of $2.50 per share. For the fourth quarter, the Company earned $0.56 per share on an undiluted basis and $0.53 per share on a diluted basis, based on 3,708,311 average diluted shares outstanding.


Net premiums earned in the fourth quarter of 2003 increased 33.1% to $12.0 million from $9.0 million in the same period last year.


Total revenues for year-end 2003 increased 49.4% to $60.6 million from $40.6 million in the same period last year.


Edward J. (Ted) Lawson, President & Chairman of the Board, said,I am very pleased with our results for the fourth quarter and year end. As predicted, we had another solid quarter reflecting significant growth in premiums written from the property and general liability insurance lines. Going forward we expect more of the same. Guidance for calendar year ending December 31, 2004 is $3.25 to $3.75 per share on an undiluted basis with revenue increasing by 40% to 50%.”


The Company will hold an investor conference call at 4:30 PM (ET) on Monday, March 15, 2004. Mr. Lawson and Mr. Richard A. Widdicombe, CEO, will discuss the financial results and review the outlook for the Company. Messrs. Lawson and Widdicombe invite interested parties to participate in the conference call. Listeners can access the conference call by dialing toll free 888-694-4641. Please call at least five minutes in advance to ensure that you are connected prior to the presentation.






About the Company


The Company, through its subsidiaries, underwrites standard and non-standard personal automobile insurance, flood insurance, general liability insurance, mobile home insurance and homeowners’ property and casualty insurance in the State of Florida. The Company underwrites general liability in the state of Georgia as a surplus lines carrier. In addition, the Company has underwriting authority and process’ claims for third party insurance companies. In addition to insurance services, the Company offers premium finance services to its insureds as well as insureds of third party insurance companies. Lastly, the Company offers other ancillary services including licensing of its tax preparation software products, electronic income tax filing, tax preparation and tag and title transfer services.


The Company offers single and master franchise opportunities to individuals through its subsidiaries Fed USA Insurance/Financial Services and EXPRESSTAX® Franchise Corporation.


Safe harbor statements under the Private Securities Litigation Reform Act of 1995: Statements in this press release that are not historical fact are forward-looking statements that are subject to certain risks and uncertainties that could cause actual events and results to differ materially from those discussed herein. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” or “continue” or the other negative variations thereof or comparable terminology are intended to identify forward-looking statements. The risks and uncertainties include, without limitation, uncertainties related to estimates, assumptions and projections generally; inflat ion and other changes in economic conditions (including changes in interest rates and financial markets); pricing competition and other initiatives by competitors; ability to obtain regulatory approval for requested rate changes and the timing thereof; legislative and regulatory developments; the outcome of litigation pending against the Company, and settlement thereof; risks related to the nature of the Company’s business; dependence on investment income and the composition of the Company’s investment portfolio; the adequacy of its liability for loss and loss adjustment expense (“LAE”); insurance agents; claims experience; limited experience in the insurance industry; ratings by industry services; catastrophe losses; reliance on key personnel; weather conditions (including the severity and frequency of storms, hurricanes, tornadoes and hail); changes in driving patterns and loss trends; acts of war and terrorist activities; court decisions and trends in litigation and health care and aut o repair costs; and other matters described from time to time by the Company in releases and publications, and in periodic reports and other documents filed with the United States Securities and Exchange Commission. In addition, investors should be aware that generally accepted accounting principles prescribe when a company may reserve for particular risks, including litigation exposures. Accordingly results for a given reporting period could be significantly affected if and when a reserve is established for a major contingency. Reported results may therefore appear to be volatile in certain accounting periods.


#####





21st CENTURY HOLDING COMPANY

Consolidated Statements of Operations

(Unaudited)


  

Three Months Ended

December 31,

 

Twelve Months Ended

December 31,

 
  

2003

 

2002

 

2003

 

2003

 

                                                                                                  

   

  

   

         

Revenue:

   

  

     

  

     

  

     

   

Gross premiums written

 

$

16,798,631

 

$

15,862,255

 

$

73,358,434

 

$

63,036,468

 

Gross premiums ceded

  

(3,667,440

)

 

(6,012,215

)

 

(19,498,209

)

 

(25,286,828

)

Net premiums written

  

13,131,191

  

9,850,040

  

53,860,225

  

37,749,640

 
              

Increase (decrease) in prepaid reinsurance premiums

  

(877,198

)

 

(182,458

)

 

(3,427,818

)

 

5,691,283

 

Decrease (increase) in unearned premiums

  

(266,205

)

 

(659,612

)

 

(5,188,177

)

 

(14,047,919

)

Net change in prepaid reinsurance premiums

  and unearned premiums

  


(1,143,403


)

 


(842,070


)

 


(8,615,995


)

 


(8,356,636


)

Net premiums earned

  

11,987,788

  

9,007,970

  

45,244,230

  

29,393,004

 

Commission income

  

370,702

  

43,538

  

1,513,818

  

1,905,936

 

Finance revenue

  

1,080,002

  

1,092,846

  

4,327,675

  

4,452,626

 

Managing general agent fees

  

434,157

  

(427,937

)

 

2,328,681

  

1,970,226

 

Net investment income

  

395,031

  

240,309

  

1,624,216

  

1,253,765

 

Net realized investments gains (losses)

  

777,868

  

86,552

  

2,231,333

  

(1,369,961

)

Other income

  

743,215

  

595,481

  

3,347,020

  

2,973,949

 

Total revenue

  

15,788,763

  

10,638,759

  

60,616,973

  

40,579,546

 
              

Expenses:

             

Loss and loss adjustment expenses

  

6,905,242

  

5,243,762

  

27,508,979

  

15,987,125

 

Operating and underwriting expenses

  

3,473,853

  

2,961,396

  

11,782,436

  

10,425,765

 

Salaries and wages

  

2,437,596

  

2,078,062

  

9,152,028

  

8,004,694

 

Interest expense

  

319,560

  

69,182

  

606,910

  

353,225

 

Amortization of deferred acquisition costs, net

  

193,806

  

(2,325,618

)

 

(720,606

)

 

(2,064,314

)

Total expenses

  

13,330,057

  

8,026,784

  

48,329,747

  

32,706,495

 
              

Income before provision for income tax expense

  

2,458,706

  

2,611,975

  

12,287,226

  

7,873,050

 

Provision for income tax expense

  

(506,996

)

 

(811,915

)

 

(3,922,350

)

 

(3,302,849

)

Net income

 

$

1,951,710

 

$

1,800,060

 

$

8,364,876

 

$

4,570,201

 
              

Basic net income per share

 

$

0.56

 

$

0.60

 

$

2.64

 

$

1.52

 
              

Weighted average number of common shares outstanding

  

3,457,406

  

3,005,626

  

3,171,315

  

3,005,626

 
              

Fully diluted net income per share

 

$

0.53

 

$

0.60

 

$

2.50

 

$

1.52

 
              

Weighted average number of common shares outstanding

(assuming dilution)

  


3,708,311

  


3,005,626

  


3,348,625

  


3,005,626

 
              

Dividends declared per share

  

$0.12

 

$

0.06

 

$

0.38

 

$

0.15

 






21st CENTURY HOLDING COMPANY

Balance Sheet Data

(Unaudited)


  

Period Ending

 
  

12/31/03

 

12/31/02

 

                                                                                                                   

   

  

     

   

Total Cash & Investments

 

$

54,261,019

 

$

29,856,179

 

Total Assets

  

104,083,912

  

75,318,011

 

Unpaid Loss and Loss Adjustment Expense

  

25,127,679

  

16,983,756

 

Total Liabilities

  

72,087,535

  

57,220,347

 

Total Shareholders’ Equity

  

32,046,376

  

18,097,664

 




Premium Breakout


Line of Business

   

2003

     

2002

                                                                                                                                                            &n bsp;        

      

Automobile

 

67.2

%

 

83.4

%

Homeowners

 

23.4

%

 

13.8

%

General Liability

 

7.0

%

 

0.0

%

Mobile Home Owners

 

2.4

%

 

2.8

%

Gross Written Premiums

 

100.0

%

 

100.0

%





-----END PRIVACY-ENHANCED MESSAGE-----