-----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, DcB/p0lAx/HbfLhudLjBANg3g69EK6oJocNyxXmbAbuNPdVsNhZtiM9qw1F0JB+1 yeOXkjt90EbXITDMfdfNhA== 0001144204-05-034813.txt : 20051110 0001144204-05-034813.hdr.sgml : 20051110 20051110155730 ACCESSION NUMBER: 0001144204-05-034813 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051110 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051110 DATE AS OF CHANGE: 20051110 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: 051193864 BUSINESS ADDRESS: STREET 1: 3661 WEST OAKLAND PARK BLVD STREET 2: SUITE 300 CITY: LAUDERDALE LAKES STATE: FL ZIP: 33311 BUSINESS PHONE: 9545819993 MAIL ADDRESS: STREET 1: 3661 WEST OAKLAND PARK BLVD STREET 2: SUITE 300 CITY: LAUDERDALE LAKES STATE: FL ZIP: 33311 8-K 1 v028826_8-k.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 10, 2005 ----------------- (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 (Commission (I.R.S. Employer of incorporation) File Number) 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 10, 2005, 21st Century Holding Company (the "Company") issued a press release to report its results for its fiscal quarter ended September 30, 2005. 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. 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." 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. ---------------------------------- (c) Exhibits. --------- 99.1 21st Century Holding Company Press Release, dated November 10, 2005. 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 10, 2005 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 10, 2005. EX-99.1 2 v028826_ex99-1.txt Exhibit 99.1 FOR IMMEDIATE RELEASE - --------------------- CONTACT: Edward J. Lawson, CEO, President and Chairman, 21st Century Holding Company (954) 308-1257 or (954) 581-9993 21st CENTURY HOLDING COMPANY REPORTS THIRD QUARTER RESULTS WITH EARNINGS OF $0.29 PER SHARE Lauderdale Lakes, Florida, November 10, 2005 - 21st Century Holding Company (Nasdaq: TCHC), today reported results for the quarter ended September 30, 2005 (see attached tables). For the three months ended September 30, 2005, the Company reported net income of $1,852,718, or $0.29 per share on 6,384,386 undiluted shares, versus a net loss of $16,946,258 or $2.86 per share on 5,925,952 undiluted shares in the same three-month period last year. On a diluted share basis, the Company reported earnings of $0.28 per share, based on 6,589,257 average diluted shares outstanding for the three month period. For the nine months ended September 30, 2005, the Company reported net income of $10,696,539, or $1.73 per share on 6,189,040 undiluted shares versus net loss of $10,347,473 or $1.79 per share on 5,786,803 undiluted shares in the same nine month period last year. On a diluted share basis, the Company reported earnings of $1.64 per share, based on 6,533,575 average diluted shares outstanding for the nine month period. Net premiums earned decreased $6.1 million or 22.6% to $20.7 million for the three months ended September 30, 2005, as compared to $26.8 million for the same three-month period last year. Net premium earned increased $6.2 million or 11.2% to $61.4 million for the nine months ended September 30, 2005, as compared to $55.2 million for the same nine month period last year. Total revenues decreased $5.4 million or 18.5% to $23.7 million for the three months ended September 30, 2005, as compared to $29.1 million for the same three-month period last year. Total revenues increased $7.7 million or 12.4% to $70.2 million for the nine months ended September 30, 2005, as compared to $62.5 million for the same nine month period last year. Edward J. (Ted) Lawson, Chairman, CEO, and President, said, "Had the Company not been hit by two major hurricanes in the third quarter, the Company would have earned approximately $1.00 per share for the quarter. The drop in revenues and net premiums earned recorded in the third quarter of this year versus the third quarter of last year will not be repeated in the fourth quarter. Revenues and net premiums earned are both projected to increase substantially during the current fourth quarter and next year. Company guidance of $4.00 per share in calendar year 2006 reflects those increases. The Company will hold an investor conference call at 4:30 PM (ET) today, November 10, 2005. Mr. Lawson and Mr. J. Gordon Jennings III, CFO, will discuss the financial results and review the outlook for the Company. Messrs. Lawson and Jennings invite interested parties to participate in the conference call. Listeners can access the conference call by dialing toll free 888-460-6235, conference ID 2068660. Please call at least five minutes in advance to ensure that you are connected prior to the presentation. A replay of the conference call will be available for 7 days at 800-642-1687. 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 coverage as an admitted carrier in the States of Louisiana, Texas and Alabama for more than 300 classes of business, including special events. The Company also operates as an approved (non-admitted) carrier in the States of Georgia and Kentucky offering the same general liability products. 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. 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 Sept 30, Nine Months Ended Sept 30, 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Revenue: Gross premiums written $ 25,355,235 $ 24,301,800 $ 86,815,187 $ 73,929,571 Gross premiums ceded (7,188,343) 1,535,612 (12,142,786) 975,429 ------------ ------------ ------------ ------------ Net premiums written 18,166,892 25,837,412 74,672,401 74,905,000 ------------ ------------ ------------ ------------ Increase (Decrease) in prepaid reinsurance premiums 72,745 760,823 (5,437,633) (5,334,921) Decrease (Increase) in unearned premiums 2,462,575 156,954 (7,808,508) (14,342,263) ------------ ------------ ------------ ------------ Net change in prepaid reinsurance premiums and 2,535,320 917,777 (13,246,141) (19,677,184) unearned premiums ------------ ------------ ------------ ------------ Net premiums earned 20,702,212 26,755,189 61,426,260 55,227,816 Finance revenue 807,778 784,584 2,849,989 2,824,568 Managing general agent fees 558,883 501,225 1,811,576 1,488,405 Net investment income 972,302 839,641 2,776,098 2,141,686 Net realized investment gains -- 80,959 285,033 261,386 Other income 673,643 148,595 1,078,024 539,300 ------------ ------------ ------------ ------------ Total revenue 23,714,818 29,110,193 70,226,980 62,483,161 ------------ ------------ ------------ ------------ Expenses: Loss and loss adjustment expenses 13,806,490 42,292,556 33,025,262 56,385,548 Operating and underwriting expenses 1,136,199 8,424,750 4,925,011 12,341,613 Salaries and wages 1,600,716 1,623,134 4,759,417 4,391,306 Interest expense 313,962 186,902 1,123,893 631,824 Policy acquisition costs, net of amortization 3,920,679 2,521,738 10,968,721 4,645,906 ------------ ------------ ------------ ------------ Total expenses 20,778,046 55,049,080 54,802,304 78,396,197 Income (loss) from cont'd ops before provision (benefit) for inc tax exp 2,936,772 (25,938,887) 15,424,676 (15,913,036) Provision (benefit) for income tax expense 1,084,054 (9,337,258) 5,762,741 (5,677,392) ------------ ------------ ------------ ------------ Net income (loss) from continuing operations 1,852,718 (16,601,629) 9,661,935 (10,235,644) Discontinued operations: Income (loss) from discontinued operations (including gain on disposal of $1,630,000 and $0, respectively) -- (540,496) 1,630,000 (173,857) Provision (benefit) for income tax expense -- (195,867) 595,396 (62,028) ------------ ------------ ------------ ------------ Income (loss) from discontinued operations -- (344,629) 1,034,604 (111,829) ------------ ------------ ------------ ------------ Net income (loss) $ 1,852,718 $(16,946,258) $ 10,696,539 $(10,347,473) ============ ============ ============ ============ Basic net income (loss) per share from continuing operations $ 0. 29 $ (2.80) $ 1.56 $ (1.77) ------------ ------------ ------------ ------------ Basic net income (loss) per share from discontinued operations $ -- $ (0.06) $ 0.17 $ (0.02) ------------ ------------ ------------ ------------ Basic net income (loss) per share $ 0.29 $ (2.86) $ 1.73 $ (1.79) ============ ============ ============ ============ Fully diluted net income (loss) per share from continuing operations $ 0.28 $ (2.80) $ 1.48 $ (1.77) ------------ ------------ ------------ ------------ Fully diluted net income (loss) per share from discontinued operations $ -- $ (0.06) $ 0.16 $ (0.02) ------------ ------------ ------------ ------------ Fully diluted net income (loss) per share $ 0.28 $ (2.86) $ 1.64 $ (1.79) ============ ============ ============ ============ Weighted average number of common shares outstanding 6,384,386 5,925,952 6,189,040 5,786,803 ============ ============ ============ ============ Weighted average number of common shares outstanding (assuming dilution) 6,589,257 6,279,826 6,533,575 6,248,663 ============ ============ ============ ============ Dividends declared per share $ 0.08 $ 0.08 $ 0.24 $ 0.24 ============ ============ ============ ============
21st CENTURY HOLDING COMPANY Balance Sheet Data (Unaudited) Period Ending 09/30/05 12/31/04 -------- -------- Total Cash & Investments $ 95,251,216 $ 90,509,879 Total Assets $153,824,591 $163,601,372 Unpaid Loss and Loss Adjustment Expense $ 36,128,129 $ 46,570,679 Total Liabilities $117,402,051 $138,624,637 Total Shareholders' Equity $ 36,422,540 $ 24,976,735 Common Stock Outstanding 6,393,716 6,047,942 Book Value Per Share $ 5.70 $ 4.13 Premium Breakout 9 Months Ending Line of Business 09/30/05 09/30/04 - ---------------- -------- -------- Automobile 19.0% 21.4% Homeowners' 61.0% 63.8% General Liability 19.6% 13.2% Mobile Home Owners 0.4% 1.6% ----- ----- Gross Written Premiums 100.0% 100.0% ===== ===== Loss Ratios ----------- 3 Months Ending 9 Months Ending Line of Business 09/30/05 09/30/04 09/30/05 09/30/04 - ---------------- -------- -------- -------- -------- Automobile 54.9% 108.3% 60.6% 90.3% Homeowners' 105.0% 308.0% 66.0% 165.3% General Liability 6.8% 9.9% 17.0% 17.7% All Lines 66.7% 209.1% 53.8% 115.8% -----END PRIVACY-ENHANCED MESSAGE-----