-----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, SHVMSzxjztXEktu/tnJBJEAXX9IEcY0+ZXQ9L95IBLTNjTb6n2Jwgvn7ihmtK/f1 GNX3SLHv2c8159BZ92v9hg== 0001144204-04-019367.txt : 20041116 0001144204-04-019367.hdr.sgml : 20041116 20041116133828 ACCESSION NUMBER: 0001144204-04-019367 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041111 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041116 DATE AS OF CHANGE: 20041116 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: 041148888 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 v08549_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: NOVEMBER 11, 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 INCORPORATION) IDENTIFICATION NO.) 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 NOT APPLICABLE (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS (SEE GENERAL INSTRUCTION A.2. BELOW): |_| WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT (17 CFR 230.425) |_| SOLICITING MATERIAL PURSUANT TO RULE 14A-12 UNDER THE EXCHANGE ACT (17 CFR 240.14A-12) |_| PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14D-2(B) UNDER THE EXCHANGE ACT (17 CFR 240.14D-2(B)) |_| PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 13E-4(C) UNDER THE EXCHANGE ACT (17 CFR 240.13E-4(C)) ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 11, 2004, 21st Century Holding Company (the "Company") issued a press release to report its results for its third fiscal quarter ended September 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 by reference. ITEM 7.01 REGULATION FD DISCLOSURE. During the Company's investor conference call on November 11, 2004, commencing at 4:30 P.M., Edward J. Lawson, President and Chairman of the Board, responded to a question by indicating that the surplus of Federated National Insurance Company totaled $8 million as of September 30, 2004. 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 2.02, "Results of Operations and Financial Condition" and Item 7.01, "Regulation FD Disclosure." 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. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Exhibits. 99.1 21st Century Holding Company Press Release, dated November 11, 2004. 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: November 12, 2004 By: /s/ Richard A. Widdicombe ----------------------------------------- Name: Richard A. Widdicombe Title: Chief Executive Officer (Principal Executive Officer) Date: November 12, 2004 By: /s/ James Gordon Jennings, III ----------------------------------------- Name: James Gordon Jennings, III Title: Chief Financial Officer (Principal Accounting and Financial Officer) EXHIBIT INDEX EXHIBIT NO. EXHIBIT TITLE 99.1 21st Century Holding Company Press Release, dated November 11, 2004. EX-99.1 2 v08549_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 THIRD QUARTER RESULTS PLANTATION, FLORIDA, NOVEMBER 11, 2004 - 21st Century Holding Company (Nasdaq: TCHC), today reported results for the quarter ended September 30, 2004 (see attached tables). For the quarter ended September 30, 2004, the Company reported net loss of $13,754,082, or $2.32 per share on 5,925,952 undiluted shares, versus net income of $1,990,831 or $0.42 per share on 4,738,130 undiluted shares in the same three-month period last year. On a diluted share basis, the Company reported a loss of $2.19 per share, based on 6,279,826 average diluted shares outstanding. The net loss was due to the four hurricanes that hit Florida during the third quarter. The net loss consisted primarily of approximately $20 million incurred as a result of hurricane claims paid and reserved net of tax benefits and reinsurance recoveries. For the nine months ended September 30, 2004, the Company reported net loss of $7,155,297, or $1.24 per share on 5,786,803 undiluted shares, versus net income of $6,413,166 or $1.39 per share on 4,612,370 undiluted shares in the same nine-month period last year. On a diluted share basis, the Company reported a loss of $1.15 per share, based on 6,248,663 average diluted shares outstanding. Net premiums earned increased $11.3 million or 95.8% to $23.2 million for the three months ended September 30, 2004, as compared to $11.8 million for the same three-month period last year. Total revenues increased $11.3 million or 75.4% to $26.3 million for the three months ended September 30, 2004, as compared to $15.0 million for the same three-month period last year. EDWARD J. (TED) LAWSON, PRESIDENT & CHAIRMAN OF THE BOARD, said, "Even though revenue was higher this last quarter, with an unprecedented four hurricanes striking Florida, this year can only be described as disappointing. Even though our reinsurers are assuring us that the hurricane season that took place in Florida is only a 1-in-700 year event, we are implementing precautions that we believe should enable us to return to record profitability. o We are in the process of filing for an additional rate increase on our homeowners business pending approval of the insurance regulators; o We are changing our reinsurance structures to better handle our hurricane exposure; o We are changing our mix of homeowners business to better take advantage of new construction and wind deductibles; and o We are diversifying our book of business. In this regard, our auto production has already increased from $1 million per month through the first nine months of this year to now $2.5 million per month. Our general liability and special events coverage business is running at a $2 million per month pace versus the $1 million per month it was running at last year. Also, American Vehicle's surplus has grown from $10 million at the end of 2003 to over $15 million today. This is the primary company that writes our general liability and auto business. This added surplus will give us the ability to accelerate our expansion into other states which should further diversify our company and increase our revenue and profitability going forward." Mr. Lawson continued, "These changes are now taking place and although we're disappointed in this year's results, we are very much looking forward to next year and beyond. This year's guidance for calendar year 2004 ending December 31st, which was for us to approximately break even, may be lowered, as more information is available to us. However, this past quarter is behind us now and we now anticipate returning to profitability in our current fourth quarter ending 12/31/04. Also, we remain confident in our 2005 guidance of $2.67 per share. Furthermore, the first quarter of next year should be a record first quarter for revenue and profitability." Mr. Lawson continued, "In conclusion, this was a trying year but I can assure you that this company remains strong and well positioned for future record growth and profitability." The Company will hold an investor conference call at 4:30 PM (ET) on Thursday, November 11, 2004. Mr. Lawson, Mr. Richard A. Widdicombe, CEO, and Mr. J. Gordon Jennings III, CFO, will discuss the financial results and review the outlook for the Company. Messrs. Lawson, Widdicombe and Jennings invite interested parties to participate in the conference call. 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 States of Georgia and Kentucky 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 September 30, Nine Months Ended September 30, Revenue: 2004 2003 2004 2003 ---- ---- ---- ---- Gross premiums written $ 24,301,800 $ 22,369,229 $ 73,929,571 $ 56,559,803 Gross premiums ceded 71,385 (5,627,904) 975,429 (15,830,769) ------------ ------------ ------------ ------------ Net premiums written 24,373,185 16,741,325 74,905,000 40,729,034 Decrease in prepaid reinsurance premiums (1,330,351) (2,486,527) (7,426,095) (2,550,620) Decrease (increase) in unearned premiums 156,954 (2,404,301) (14,342,263) (4,921,972) ------------ ------------ ------------ ------------ Net change in prepaid reinsurance premiums and unearned premiums (1,173,397) (4,890,828) (21,768,358) (7,472,592) ------------ ------------ ------------ ------------ Net premiums earned 23,199,788 11,850,497 53,136,642 33,256,442 Commission income 476,421 394,599 1,785,290 1,143,116 Finance revenue 784,584 984,644 2,824,568 3,247,673 Managing general agent fees 501,225 640,661 1,488,405 1,894,524 Net investment income 839,641 513,515 2,141,686 1,229,185 Net realized investments gains (losses) 80,959 33,765 261,386 1,453,465 Other income 459,345 603,740 2,849,555 2,603,805 ------------ ------------ ------------ ------------ Total revenue 26,341,963 15,021,421 64,487,532 44,828,210 ------------ ------------ ------------ ------------ Expenses: Loss and loss adjustment expenses 42,292,556 6,322,281 56,385,548 20,603,737 Operating and underwriting expenses 5,353,136 2,969,326 11,803,803 8,308,583 Salaries and wages 2,467,014 2,356,613 7,107,344 6,714,432 Interest expense 186,902 177,466 631,824 287,350 Policy acquisition costs, net of amortization 2,521,738 123,080 4,645,906 (914,412) ------------ ------------ ------------ ------------ Total expenses 52,821,346 1,948,766 80,574,425 34,999,690 ------------ ------------ ------------ ------------ Income before provision for income tax expense (26,479,383) 3,072,655 (16,086,893) 9,828,520 Provision (benefit) for income tax expense (12,725,301) 1,081,824 3,415,354 ------------ ------------ ------------ Net income (loss) $(13,754,082) $ 1,990,831 $ (7,155,297) $ 6,413,166 ============ ============ ============ ============ Basic net income (loss) per share $ (2.32) $ 0.42 $ (1.24) $ 1.39 ============ ============ ============ ============ Weighted average number of common shares outstanding 5,925,952 4,738,130 5,786,803 4,612,370 ============ ============ ============ ============ Fully diluted net income (loss) per share $ (2.19) $ 0.38 $ (1.15) $ 1.32 ============ ============ ============ ============ Weighted average number of common shares outstanding (assuming dilution) 6,279,826 5,277,875 6,248,663 4,874,178 ============ ============ ============ ============ Dividends declared per share $ 0.08 $ 0.07 $ 0.16 $ 0.17 ============ ============ ============ ============
21st CENTURY HOLDING COMPANY Balance Sheet Data (Unaudited) Period Ending 09/30/04 12/31/03 -------- -------- Total Cash & Investments $107,025,191 $ 54,060,589 Total Assets $187,854,253 $106,695,593 Unpaid Loss and Loss Adjustment Expense $ 76,653,620 $ 24,570,198 Total Liabilities $159,975,734 $ 74,649,217 Total Shareholders' Equity $ 27,878,519 $ 32,046,376 PREMIUM BREAKOUT Line of Business 09/30/04 09/30/03 - ---------------- -------- -------- Automobile 21.4% 70.6% Homeowners 63.8% 22.3% General Liability 13.2% 4.7% Mobile Home Owners 1.6% 2.4% ---- ---- Gross Written Premiums 100.0% 100.0% -----END PRIVACY-ENHANCED MESSAGE-----