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 22, 2012
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.) |
14050 NW 14 Street, Suite 180 Sunrise, FL |
33323 | |||
(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 March 22, 2012, 21st Century Holding Company (the "Company") issued a press release to report its results for its fiscal quarter and year ended December 31, 2011. 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 March 22, 2012.
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 |
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Date: March 22, 2012 |
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 March 22, 2012. |
EXHIBIT 99.1
SUNRISE, Fla., March 22, 2012 (GLOBE NEWSWIRE) -- 21st Century Holding Company (Nasdaq:TCHC) (the "Company"), a Florida-based provider of insurance, today reported results for the quarter and year ended December 31, 2011 (see attached tables).
Highlights include:
Mr. Michael H. Braun, the Company's Chief Executive Officer and President, said, "We are very pleased to report a second consecutive quarterly profit. As we mentioned in our third quarter press release we have developed a book of business that will produce favorable underwriting results that can be sustained over the long term. The processes undertaken to produce this type of business has led to our second consecutive quarter with an underwriting profit. Our disciplined focus on underwriting, risk management and expense control continues to generate improved operating results. Property rate relief continues in the form of a 14% rate increase on our homeowner assumption policies, effective April 5, 2012. This increase follows last year's 19% voluntary and 14% assumption rate increases. These rate increases will continue to contribute stronger earned premium going forward. Additionally, our commercial general liability business continues to improve as we market our 'direct to agent' distribution."
"We are pleased with the momentum we have established, and believe our improved underwriting processes and other measures taken will have a positive impact on our earned premium in 2012. We plan to maintain the underwriting discipline in 2012 that began producing positive results during the second half of 2011. In addition in 2012 we expect to introduce new products through both our Managing General Agent and our Commercial Liability program, which over time will add additional sources of revenue."
Fourth Quarter and Yearend 2011 Financial Review
Conference Call Information
The Company will hold an investor conference call at 4:30 PM (ET) today, March 22, 2012. 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.
Listeners interested in participating in the Q&A session may dial-in with the number below:
(866) 501-5542
A live webcast of the call will be available online via the "Conference Calls" section of the Company's website at www.21stcenturyholding.com or interested parties can click on the following link:
http://www.21stcenturyholding.com/confindex.cfm
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, inland marine, workers' compensation and personal umbrella insurance in the state of Florida. The Company is also licensed as an admitted carrier in the states of Alabama, Georgia, Louisiana and Texas to offer coverage for more than 300 classes of commercial general liability business, including special events. The Company is approved to operate as a surplus lines/non-admitted carrier in the states of Arkansas, Kentucky, Maryland, Missouri, Nevada, Oklahoma, South Carolina, Tennessee, and Virginia and offers 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.
Forward-Looking Statements /Safe Harbor Statements
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 and collectability of 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 losses; reliance on key personnel; weather conditions (including the severity and frequency of storms, hurricanes, tornadoes and hail); acts of war and terrorist activities; court decisions and trends in litigation; and other matters described from time to time by us in our filings with the SEC. Additional risk factors are also set forth in the Company's Form 10-K for the fiscal year ended December 31, 2010, filed with the SEC on March 31, 2011, and in the Company's subsequent filings under the Securities Exchange Act of 1934. 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 obligations 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) |
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Three Months Ended Dec 31, |
Twelve Months Ended Dec 31, |
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2011 | 2010 | 2011 | 2010 | |||||
Revenue: | ||||||||
Gross premiums written | $ 25,469,319 | $ 24,092,529 | $ 98,269,445 |
$ 96,409,584 |
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Gross premiums ceded | (1,621,031) | (1,611,114) | (46,292,959) | (52,963,164) | ||||
Net premiums written | 23,848,288 | 22,481,415 | 51,976,486 | 43,446,420 | ||||
Decrease in prepaid reinsurance premiums | (10,022,359) | (11,662,834) | (2,655,724) | (2,107,808) | ||||
(Increase) Decrease in unearned premiums | (997,994) | 713,362 | (796,990) | 3,721,321 | ||||
Net change in prepaid reinsurance premiums and unearned premiums | (11,020,353) | (10,949,472) | (3,452,714) | 1,613,513 | ||||
Net premiums earned | 12,827,935 | 11,531,943 | 48,523,772 | 45,059,933 | ||||
Commission income | 134,616 | 44,494 | 993,874 | 1,387,607 | ||||
Finance revenue | 106,634 | 109,491 | 517,322 | 395,054 | ||||
Managing general agent fees | 381,943 | 365,933 | 1,583,264 | 1,608,768 | ||||
Net investment income | 1,025,074 | 855,157 | 4,078,822 | 3,725,931 | ||||
Net realized investment gains | 1,672,755 | 1,088,139 | 2,724,841 | 6,776,604 | ||||
Regulatory assessments recovered | -- | 175,417 | 108,826 | 857,153 | ||||
Other income | 519,791 | 139,141 | 1,632,367 | 792,266 | ||||
Total revenue | 16,668,748 | 14,309,715 | 60,163,088 | 60,603,316 | ||||
Expenses: | ||||||||
Loss and loss adjustment expenses | 6,779,817 | 12,158,564 | 30,895,954 | 40,088,091 | ||||
Operating and underwriting expenses | 2,387,800 | 2,562,642 | 9,916,578 | 10,834,050 | ||||
Salaries and wages | 1,941,375 | 2,217,208 | 8,003,821 | 8,611,286 | ||||
Policy acquisition costs, net of amortization | 2,813,025 | 2,617,635 | 12,347,235 | 13,025,387 | ||||
Total expenses | 13,922,017 | 19,556,049 | 61,163,588 | 72,558,814 | ||||
Income (loss) before provision for income tax expense (benefit) | 2,746,731 | (5,246,334) | (1,000,500) | (11,955,498) | ||||
Provision for income tax expense (benefit) | 792,931 | (1,794,478) | (570,379) | (3,959,724) | ||||
Net income (loss) | $ 1,953,800 | $ (3,451,856) | $ (430,121) | $ (7,995,774) | ||||
Basic net income (loss) per share | $ 0.25 | $ (0.43) | $ (0.05) | $ (1.01) | ||||
Fully diluted net income (loss) per share | $ 0.25 | $ (0.43) | $ (0.05) | $ (1.01) | ||||
Weighted average number of common shares outstanding | 7,946,384 | 7,946,384 | 7,946,384 | 7,946,384 | ||||
Weighted average number of common shares outstanding (assuming dilution) | 7,946,384 | 7,946,384 | 7,946,384 | 7,946,384 | ||||
Dividends paid per share | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.06 |
21st CENTURY HOLDING COMPANY Other Selected Data (Unaudited) |
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Balance Sheet | ||||
Period Ended | ||||
12/31/11 | 12/31/10 | |||
Total Cash and Investments | $144,671,932 | $138,691,834 | ||
Total Assets | $179,980,481 | $184,049,393 | ||
Unpaid Loss and Loss Adjustment Expense | $59,982,564 | $66,529,156 | ||
Total Liabilities | $121,835,657 | $126,118,570 | ||
Total Shareholders' Equity | $58,144,824 | $57,930,823 | ||
Common Stock Outstanding | 7,946,384 | 7,946,384 | ||
Book Value Per Share | $7.32 | $7.29 |
Premium Breakout | |||||||
3 Months Ended | 12 Months Ended | ||||||
Line of Business | 12/31/11 | 12/31/10 | 12/31/11 | 12/31/10 | |||
(Dollars in thousands) | (Dollars in thousands) | ||||||
Homeowners' | $21,885 | $20,680 | $80,402 | $76,844 | |||
Commercial General Liability | 2,158 | 2,080 | 10,125 | 11,894 | |||
Other | 1,426 | 1,333 | 7,742 | 7,672 | |||
Gross Written Premiums | $25,469 | $24,093 | $98,269 | $96,410 |
Loss Ratios | |||||||
3 Months Ended | 12 Months Ended | ||||||
Line of Business | 12/31/11 | 12/31/10 | 12/31/11 | 12/31/10 | |||
Homeowners' | 42.6% | 98.9% | 57.8% | 92.1% | |||
Commercial General Liability | 10.5% | 114.5% | 60.1% | 69.4% | |||
Automobile | 380.3% | 165.9% | 181.6% | 186.3% | |||
All Lines | 52.9% | 105.4% | 63.7% | 89.0% |
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: Michael H. Braun, CEO (954) 308-1322 or Peter J. Prygelski, CFO (954) 308-1252 21st Century Holding Company