0001171843-12-000995.txt : 20120322 0001171843-12-000995.hdr.sgml : 20120322 20120322140038 ACCESSION NUMBER: 0001171843-12-000995 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120322 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120322 DATE AS OF CHANGE: 20120322 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: 12708931 BUSINESS ADDRESS: STREET 1: 14050 NW 14 STREET STREET 2: SUITE 180 CITY: SUNRISE STATE: FL ZIP: 33323 BUSINESS PHONE: 9545819993 MAIL ADDRESS: STREET 1: 14050 NW 14 STREET STREET 2: SUITE 180 CITY: SUNRISE STATE: FL ZIP: 33323 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) 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


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.
EX-99 2 newsrelease.htm PRESS RELEASE 21st Century Holding Company Reports 2011 Fourth Quarter and Full Year Financial Results

EXHIBIT 99.1

21st Century Holding Company Reports 2011 Fourth Quarter and Full Year Financial Results

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:

  • Fourth quarter 2011 net income of $2.0 million, or $0.25 per share
  • Net income of $0.25 per share is inclusive of $0.13 per share of investment gains and $0.04 relating to an increase in future tax benefits.
  • Improved underwriting results; loss ratio improves to 52.9% for the fourth quarter 2011, compared with 105.4% for the fourth quarter 2010, and 63.7% for the full year 2011, compared with 89.0% for the full year 2010
  • A 14% rate increase from the Florida Office of Insurance Regulation (OIR) on homeowner assumption policies, effective April 5, 2012

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

  • For the three months ended December 31, 2011, the Company reported net income of $2.0 million, or $0.25 per share on 7.95 million average undiluted and diluted shares outstanding, compared with a net loss of $3.5 million, or $0.43 per share on 7.95 million average undiluted and diluted shares outstanding in the same three-month period last year.
     
  • For the three months ended December 31, 2011, the Company reported earnings per share of $0.25 which includes $0.13 from net realized investment gains and $0.04 relating to an increase in future tax benefits.
      
  • For the twelve months ended December 31, 2011, the Company reported a net loss of $0.4 million, or $0.05 per share on 7.95 million average undiluted and diluted shares outstanding, compared with a net loss of $8.0 million, or $1.01 per share on 7.95 million average undiluted and diluted shares in the same twelve-month period last year.  
       
  • Gross premiums written increased $1.4 million, or 5.7%, to $25.5 million for the three months ended December 31, 2011, compared with $24.1 million for the same three-month period last year. Homeowners' gross written premium increased $1.2 million, or 5.8%, to $21.9 million for the three months ended December 31, 2011, compared with $20.7 million for the same three-month period last year.
      
  • Gross premiums written increased $1.9 million, or 1.9%, to $98.3 million for the twelve months ended December 31, 2011, compared with $96.4 million for the same twelve-month period last year. Homeowners' gross written premium increased $3.6 million, or 4.6%, to $80.4 million for the twelve months ended December 31, 2011, compared with $76.8 million for the same twelve-month period last year.
      
  • Unearned premiums increased $0.8 million, or 1.7%, to $47.9 million as of December 31, 2011, compared with $47.1 million as of December 31, 2010.
      
  • Net premiums earned increased $1.3 million, or 11.2%, to $12.8 million for the three months ended December 31, 2011, compared with $11.5 million for the same three-month period last year. Net premiums earned increased $3.4 million, or 7.7%, to $48.5 million for the twelve months ended December 31, 2011, compared with $45.1 million for the same twelve-month period last year.
     
  • Total revenues increased $2.4 million, or 16.5%, to $16.7 million for the three months ended December 31, 2011, compared with $14.3 million for the same three-month period last year. Total revenues decreased $0.4 million, or 0.7%, to $60.2 million for the twelve months ended December 31, 2011, compared with $60.6 million for the same twelve-month period last year.

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 SECAdditional 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)
   
     
  Three Months Ended
Dec 31,
Twelve Months Ended
Dec 31,
  2011 2010 2011 2010
Revenue:        
 Gross premiums written $ 25,469,319  $ 24,092,529  $ 98,269,445  
$ 96,409,584 
         
 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)
 
   
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