-----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, Rh544WU+N6xmHM0ryLNYSDYV2lv5aTV+Uz1aBUYUolpBWFMf1uj8iYCyiuxHrTm3 vKcklF32HnkTwqKlVNTWzg== 0001144204-04-011145.txt : 20040805 0001144204-04-011145.hdr.sgml : 20040805 20040805140506 ACCESSION NUMBER: 0001144204-04-011145 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040804 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040805 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: 04954282 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 v05342_8k.txt 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: AUGUST 4, 2004 (DATE OF EARLIEST EVENT REPORTED) 21ST CENTURY HOLDING COMPANY ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 0-2500111 65-0248866 - --------------------------------------------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION) 3661 WEST OAKLAND PARK BLVD., SUITE 300 LAUDERDALE LAKES, FL 33311 - --------------------------------------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 581-9993 -------------- ------------------------------------------------------------ (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Exhibits. 99.1 21st Century Holding Company Press Release, dated August 4, 2004. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On August 4, 2004, 21st Century Holding Company issued a press release to report its results for its second fiscal quarter ended June 30, 2004. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1 and incorporated herein reference. The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is hereby intended to be furnished pursuant to Item 12. "Results of Operations and Financial Condition." As provided in General Instruction B.6 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 Current Report on Form 8-K. 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: August 5, 2004 By: /s/ RICHARD A. WIDDICOMBE ----------------------------- Name: Richard A. Widdicombe Title: Chief Executive Officer (Principle Executive Officer) Date: August 5, 2004 By: /s/ JAMES GORDON JENNINGS, III ---------------------------------- Name: James Gordon Jennings, III Title: Chief Financial Officer (Principle Accounting and Financial Officer) EXHIBIT INDEX EXHIBIT NO. EXHIBIT TITLE ----------- ------------- 99.1 21st Century Holding Company Press Release, dated August 4, 2004. EX-99.1 2 v05342_ex99-1.txt 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 EARNINGS OF $0.95 PER SHARE AND RAISES GUIDANCE PLANTATION, FLORIDA, AUGUST 4, 2004 - 21st Century Holding Company (Nasdaq: TCHC), today reported record results for the quarter ended June 30, 2004 (see attached tables). For the quarter ended June 30, 2004, the Company reported record net income of $3,674,778, or $0.95 per share on 3,863,262 undiluted shares, versus net income of $2,113,934 or $0.69 per share on 3,063,105 undiluted shares in the same period last year. Income before provision for income tax expense increased by 82.6% from $3,148,996 in the second quarter of 2003 to $5,749,421 for the quarter ended June 30, 2004. On a diluted share basis, the Company reported record earnings of $0.91 per share, based on 4,055,944 average diluted shares outstanding. Net premiums earned in the second quarter of 2004 surged 54.6% to $16.9 million from $10.9 million in the same period last year. Total revenues for the second quarter of 2004 increased 37.7% to $20.6 million from $14.9 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 second quarter. We had another solid quarter reflecting significant growth in premiums written from our property and general liability insurance lines." Mr. Lawson continued, "Because we believe that these favorable trends will continue, I am now increasing guidance for calendar year ending December 31, 2004 from $3.25 - $3.75 per share to $3.70 - $3.80 per share on an undiluted basis." The Company reiterates that its Board of Directors approved a 3-for-2 stock split. The stock split will be in the form of a stock dividend to be distributed on or about September 7, 2004, to shareholders of record at the close of business on August 23, 2004. Shareholders will receive three shares of common stock for every two shares of the Company's stock held on the record date. The Company will hold an investor conference call at 4:30 PM (ET) on Wednesday, August 4, 2004. Mr. Richard A. Widdicombe, CEO, and Mr. Gordon Jennings, CFO, will discuss the financial results and review the outlook for the Company. Messrs. Widdicombe and Jennings invite interested parties to participate in the conference call. THE DIAL IN PHONE NUMBER HAS CHANGED FROM THE INITIAL ANNOUNCEMENT ON JULY 23, 2004. Listeners can access the conference call by dialing toll free 888-460-6235. 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 and homeowners insurance as an admitted carrier in the State of Louisiana. The Company also operates as an approved (non-admitted) carrier in the State of Georgia underwriting general liability coverage for contractors, mercantile classes and special events. In addition, the Company has underwriting authority and processes 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 certain 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 automobile 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(R) 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; inflation 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 applications to underwrite in an additional jurisdiction or for requested rate changes, and the timing thereof; legislative and regulatory developments; the outcome of litigation pending against the Company and any 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 the Company's liability for loss and loss adjustment expense; 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 auto 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 June 30, Six Months Ended June 30, Revenue: 2004 2003 2004 2003 ---- ---- ---- ---- Gross premiums written $ 31,810,045 $ 17,578,594 $ 49,627,771 $ 34,190,574 Gross premiums ceded 217,036 (5,803,990) 904,044 (10,202,865) ------------ ------------ ------------ ------------ Net premiums written 32,027,081 11,774,604 50,531,815 23,987,709 Increase (decrease) in prepaid reinsurance premiums (2,327,592) (574,778) (6,095,744) (2,517,671) Decrease (increase) in unearned premiums (12,770,311) (250,825) (14,499,217) (64,093) ------------ ------------ ------------ ------------ Net change in prepaid reinsurance premiums and unearned premiums (15,097,903) (825,603) (20,594,961) (2,581,764) ------------ ------------ ------------ ------------ Net premiums earned 16,929,178 10,949,001 29,936,854 21,405,945 Commission income 801,435 315,478 1,308,869 748,517 Finance revenue 949,164 1,135,203 2,039,984 2,263,029 Managing general agent fees 539,822 621,316 987,180 1,253,863 Net investment income 773,921 350,465 1,302,045 715,670 Net realized investments gains (losses) 58,508 1,068,818 180,427 1,419,700 Other income 521,240 504,498 2,390,210 2,000,065 ------------ ------------ ------------ ------------ Total revenue 20,573,268 14,944,779 38,145,569 29,806,789 Expenses: Loss and loss adjustment expenses 7,618,159 7,493,747 14,092,992 14,281,456 Operating and underwriting expenses 3,108,601 2,713,391 6,450,666 5,339,257 Salaries and wages 2,200,806 2,211,484 4,640,330 4,357,819 Interest expense 213,841 54,472 444,922 109,884 Amortization of deferred acquisition costs, net 1,682,440 (677,311) 2,124,168 (1,037,492) ------------ ------------ ------------ ------------ Total expenses 14,823,847 11,795,783 27,753,078 23,050,924 Income before provision for income tax expense 5,749,421 3,148,996 10,392,491 6,755,865 Provision for income tax expense 2,074,643 1,035,062 3,793,705 2,333,530 ------------ ------------ ------------ ------------ Net income $ 3,674,778 $ 2,113,934 $ 6,598,786 $ 4,422,335 ============ ============ ============ ============ Basic net income per share $ 0.95 $ 0.69 $ 1.73 $ 1.46 ============ ============ ============ ============ Weighted average number of common shares outstanding 3,863,262 3,063,105 3,812,069 3,034,220 ============ ============ ============ ============ Fully diluted net income per share $ 0.91 $ 0.66 $ 1.63 $ 1.41 ============ ============ ============ ============ Weighted average number of common shares outstanding (assuming dilution) 4,055,944 3,194,747 4,058,732 3,125,479 ============ ============ ============ ============ Dividends declared per share $ 0.12 $ 0.09 $ 0.24 $ 0.16 ============ ============ ============ ============
21st CENTURY HOLDING COMPANY Balance Sheet Data (Unaudited) Period Ending 06/30/04 12/31/03 -------- -------- Total Cash & Investments $ 80,711,041 $ 54,261,019 Total Assets $124,344,111 $104,083,912 Unpaid Loss and Loss Adjustment Expense $ 21,185,177 $ 25,127,679 Total Liabilities $ 84,122,682 $ 72,087,535 Total Shareholders' Equity $ 40,221,431 $ 32,046,376 PREMIUM BREAKOUT Line of Business 06/30/04 06/30/03 - ---------------- -------- -------- Automobile 23.7% 75.9% Homeowners 61.7% 21.2% General Liability 12.8% --% Mobile Home Owners 1.8% 2.9% ------ ----- Gross Written Premiums 100.0% 100.0% -----END PRIVACY-ENHANCED MESSAGE-----