-----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, RIFH0e5RJs5eOx5EQEpkWiJjRCQln4ZyRJjUbq7k+d95zPm14Ye6SDlUmlhTECXM RZMu/3oukJdIAM3GEZ7v2Q== 0001171843-10-002430.txt : 20101112 0001171843-10-002430.hdr.sgml : 20101111 20101112060309 ACCESSION NUMBER: 0001171843-10-002430 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101111 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101112 DATE AS OF CHANGE: 20101112 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: 101181998 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 document.htm FORM 8-K FILING DOCUMENT Form 8-K Filing

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) November 11, 2010


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)   (IRS Employer 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, 2010, 21st Century Holding Company (the "Company") issued a press release to report its results for its fiscal quarter ended September 30, 2010. 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 11, 2010.


SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 11, 2010
  By: /s/ PETER J. PRYGELSKI, III
Name: Peter J. Prygelski, 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, 2010.
EX-99.1 2 newsrelease.htm PRESS RELEASE 21st Century Holding Company Reports Third Quarter 2010 Financial Results

EXHIBIT 99.1

21st Century Holding Company Reports Third Quarter 2010 Financial Results

LAUDERDALE LAKES, Fla., Nov. 11, 2010 (GLOBE NEWSWIRE) -- 21st Century Holding Company (Nasdaq:TCHC) today reported results for the quarter ended September 30, 2010 (see tables).

For the three months ended September 30, 2010, the Company reported a net loss of $1.3 million or $0.16 per share on 7.9 million average undiluted and diluted shares outstanding, compared with a net loss of $4.0 million or $0.50 per share on 8.0 million average undiluted and diluted shares outstanding in the same three-month period last year.

For the nine months ended September 30, 2010, the Company reported a net loss of $4.5 million or $0.57 per share on 7.9 million average undiluted and diluted shares compared to a net loss of $2.9 million or $0.36 per share on 8.0 million average undiluted and diluted shares in the same nine-month period last year.

Mr. Michael H. Braun, the Company's Chief Executive Officer and President, said, "Although we experienced a net loss this quarter, our results were affected by a number of favorable factors that should positively impact earnings in future quarters. These factors include results from actions taken to earn greater returns from our existing book of business, maintaining a disciplined approach to writing more profitable business and an improved reinsurance structure.  Additionally, we have recently filed for a 14.9% average state-wide rate increase on our voluntary homeowner business and anticipate approval within the next few months. Most notably, our net earned premiums and total revenue grew at double digit rates while our losses for the quarter were lower compared to the prior year's quarter."

Net premiums earned increased $2.1 million, or 22.2%, to $11.6 million for the three months ended September 30, 2010, compared with $9.5 million for the same three-month period last year. Net premiums earned decreased $4.2 million, or 11.0%, to $33.5 million for the nine months ended September 30, 2010, compared with $37.7 million for the same nine-month period last year.

Total revenues increased $2.5 million, or 19.1%, to $15.5 million for the three months ended September 30, 2010, compared with $13.0 million for the same three-month period last year.  Total revenues increased $0.3 million, or 0.7%, to $46.3 million for the nine months ended September 30, 2010, compared with $46.0 million for the same nine-month period last year.

The Company will hold an investor conference call at 4:30 PM (ET) today, November 11, 2010. The Company's CEO and its CFO, Peter J. Prygelski, III, will discuss the financial results and review the outlook for the Company. Messrs. Braun and Prygelski invite interested parties to participate in the conference call. A live webcast of the call will be available online at http://www.21stcenturyholding.com (in the Conference Calls section). Listeners interested in participating in the Q&A session can access the conference call by dialing toll free 866-501-5542.   Please call at least five minutes in advance to ensure that you are connected prior to the presentation. A webcast replay of the conference call will be available shortly after the live webcast is completed and may be accessed via the Company's website.

About the Company

The Company, through its subsidiaries, underwrites homeowners' property and casualty, commercial general liability, commercial residential property, flood, personal automobile, commercial automobile and inland marine insurance in the state of Florida. The Company underwrites general liability coverage as an admitted carrier in the states of Alabama, Georgia, Louisiana and Texas for more than 300 classes of business, including special events. The Company is approved to operate as a surplus lines/non-admitted carrier in the states of Arkansas, California, Georgia, Kentucky, Maryland, Missouri, Nevada, Oklahoma, South Carolina, Tennessee, and Virginia and offering the same general liability products. The Company is licensed and has the facilities to market and underwrite other insurance carriers' lines of business, as well as to process and adjust claims for third party insurance carriers. In addition to insurance services, the Company offers premium finance services to its insureds as well as insureds of cert ain 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, the costs of reinsurance and the collectability or reinsurance; the success of the Company's growth and marketing initiatives and introduction of its new product lines; inflation and other changes in economic conditions (including changes in interest rates and financial markets); the impact of new regulations adopted in Florida and the other states in which we do business which affect the property and casualty insurance market; assessments charged by various governmental agencies; pricing competition and other initiatives by competitors; our ability to obtain regulatory approval for requested rate changes and/or changes in our capital structure, and the timing thereof; legislative and regulatory developments; the outcome of litigation pending against us or which is commenced against the Company after the date hereof, including the terms of any settlements; risks related to the nature of our business; dependence on investment income and the composition of our investment portfolio; the adequacy of our liability for loss and loss adjustment expense; insurance agents; claims experience; ratings by industry services (a withdrawal or reduction of our rating(s) could limit us from writing or renewing policies and could cause the Company's insurance policies to no longer be acceptable to the secondary marketplace and mortgage lenders); catastrophe loss es; 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; health care and auto repair costs; and other matters described from time to time by us in our filings with the SECAdditional risk factors are also set forth in the Company's Form 10-K for the fiscal year ended December 31, 2009, which was filed with the SEC on March 26, 2010. 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. The Company undertakes no obligation to update, change or revise any forward-looking statement, whether as a result of new information, additional or subsequent developments or otherwise.

21st CENTURY HOLDING COMPANY
Consolidated Statements of Operations
(Unaudited)
 
  Three Months Ended
September 30,
Nine Months Ended
September 30,
Revenue: 2010 2009 2010 2009
 Gross premiums written $ 17,698,344 $ 12,917,350 $ 72,317,055 $ 74,949,371
 Gross premiums ceded  (29,526,779)  (36,804,145)  (51,352,050)  (56,720,381)
         
 Net premiums written  (11,828,435)  (23,886,795)  20,965,005  18,228,990
         
 Increase in prepaid reinsurance premiums  16,194,499  22,299,561  9,555,026  24,535,224
 Decrease (increase) in unearned premiums  7,254,665  11,098,165  3,007,959  (5,083,764)
 Net change in prepaid reinsurance premiums and  unearned premiums  23,449,164  33,397,726  12,562,985  19,451,460
         
 Net premiums earned  11,620,729  9,510,931  33,527,990  37,680,450
 Commission income  399,000  117,268  1,343,113  738,180
 Finance revenue  109,797  61,892  285,563  235,901
 Managing general agent fees  309,760  307,715  1,242,835  1,216,479
 Net investment income  925,436  925,236  2,870,774  2,388,627
 Net realized investment gains  1,864,301  1,550,361  5,688,465  1,082,339
 Regulatory assessments recovered  115,114  293,627  681,736  2,029,410
 Other income  134,922  232,213  653,125  614,042
         
 Total revenue  15,479,059  12,999,243  46,293,601  45,985,428
         
Expenses:        
 Loss and loss adjustment expenses  8,668,967  11,119,210  27,929,527  28,965,985
 Operating and underwriting expenses  2,542,082  2,499,710  8,271,408  6,958,617
 Salaries and wages  2,146,193  1,960,634  6,394,078  5,766,374
 Policy acquisition costs, net of amortization  3,912,929  3,817,344  10,407,752  9,476,660
         
 Total expenses  17,270,171  19,396,898  53,002,765  51,167,636
         
Loss before provision for income tax benefit  (1,791,112)  (6,397,655)  (6,709,164)  (5,182,208)
Provision for income tax benefit  (522,938)  (2,404,008)  (2,165,246)  (2,276,035)
 Net loss $ (1,268,174)  $ (3,993,647)  $ (4,543,918)  $ (2,906,173) 
Basic net loss per share $ (0.16)  $ (0.50)  $ (0.57)  $ (0.36) 
Fully diluted net loss per share $ (0.16)  $ (0.50)  $ (0.57)  $ (0.36) 
         
Weighted average number of common shares outstanding  7,946,384   8,013,894   7,946,384   8,013,894 
         
Weighted average number of common shares outstanding (assuming dilution)  7,946,384   8,013,894    7,946,384   8,013,894 
         
Dividends paid per share $ 0.00  $ 0.06  $ 0.06 $ 0.30
 
21st CENTURY HOLDING COMPANY
Other Selected Data
(Unaudited)
 
Balance Sheet
   
  Period Ending
  09/30/10 12/31/09
Total Cash & Investments $145,503,315 $142,416,020
Total Assets $183,418,154  $202,889,375 
Unpaid Loss and Loss Adjustment Expense $63,455,228  $70,610,480 
Total Liabilities $121,544,824  $135,447,779 
Total Shareholders' Equity $61,873,330  $67,441,596 
Common Stock Outstanding 7,946,384 7,953,384
Book Value Per Share $7.79 $8.48
 
Premium Breakout
  3 Months Ending 9 Months Ending
Line of Business 09/30/10 09/30/09 09/30/10 09/30/09
  (Dollars in thousands) (Dollars in thousands)
Homeowners' $12,860 $7,815 $56,164 $59,503
Commercial General Liability 3,075 4,072 9,814 12,490
Federal Flood 1,239 983 3,101 2,737
Automobile 524 47 3,238 219
         
Gross Written Premiums $17,698 $12,917 $72,317 $74,949
         
         
Commercial General Liability Written Premium by State
  3 Months Ending 9 Months Ending
State 09/30/10 09/30/09 09/30/10 09/30/09
  (Dollars in thousands) (Dollars in thousands)     
Alabama $6 $11 $35 $58
Arkansas ---- 1 1 4
California 21 ---- 28 51
Florida 2,654 3,584 8,212 10,041
Georgia 17 76 66 230
Kentucky ---- ---- ---- 1
Louisiana 208 199 894 1,426
Oklahoma 4 ---- 8 ----
South Carolina ---- ---- 1 2
Texas 163 201 567 676
Virginia 2 ---- 2 1
         
Gross Written Premiums $3,075 $4,072 $9,814 $12,490
         
Loss Ratios
  3 Months Ending 9 Months Ending
Line of Business 09/30/10 09/30/09 09/30/10 09/30/09
Homeowners' 84.74% 156.40% 92.50% 84.00%
Commercial General Liability 38.48% 80.80% 55.87% 68.50%
Automobile 222.10% -68.80% 180.16% -7.30%
Fire 12.29% 0.00% 13.92% 0.00%
Inland Marine 33.57% 0.00% 42.60% 0.00%
All Lines 74.60% 116.91% 83.80% 76.87%
 
The loss ratio is calculated as losses and loss adjustment expense divided by net premiums earned for each line of business in the given measured period.
CONTACT:  21st Century Holding Company
          Peter J. Prygelski, CFO
          (954) 308-1252
          (954) 581-9993
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