0001171843-15-001093.txt : 20150226 0001171843-15-001093.hdr.sgml : 20150226 20150226160100 ACCESSION NUMBER: 0001171843-15-001093 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150226 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150226 DATE AS OF CHANGE: 20150226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERATED NATIONAL 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: 15652384 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 FORMER COMPANY: FORMER CONFORMED NAME: 21ST CENTURY HOLDING CO DATE OF NAME CHANGE: 19980909 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) February 26, 2015


FEDERATED NATIONAL 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:   (800) 293-2532



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 February 26, 2015, Federated National Holding Company (the "Company") issued a press release to report its results for its fiscal quarter and year ended December 31, 2014. 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


Federated National Holding Company Press Release, dated February 26, 2015.


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.

    FEDERATED NATIONAL HOLDING COMPANY


Date: February 26, 2015
  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


Federate National Holding Company Press Release, dated February 26, 2015.

EX-99 2 newsrelease.htm PRESS RELEASE Federated National Holding Company Reports 2014 Fourth Quarter and Full Year Financial Results

EXHIBIT 99.1

Federated National Holding Company Reports 2014 Fourth Quarter and Full Year Financial Results

SUNRISE, Fla., Feb. 26, 2015 (GLOBE NEWSWIRE) -- Federated National Holding Company (the "Company") (Nasdaq:FNHC) today reported results for the quarter and year ended December 31, 2014.

2014 full year highlights as compared to 2013 full year (except where noted) include:

  • 192% increase in net income to $37.2 million
  • 106% increase in fully diluted earnings per share to $2.99
  • 57% increase in Florida homeowners' policy count to 182,557
  • 55% increase in gross written premiums to $377.2 million
  • 42% increase in book value per share to $14.13
  • Net income of $37.2 million includes $3.5 million of income accrued in accordance with the quota-share agreement that became effective July 1, 2014 and a $0.7 million charge in accordance with the profit share agreement that became effective July 1, 2013. The cumulative income and charge we will ultimately recognize under these agreements are each contingent upon certain criteria specified within the agreements and each could be reversed under certain circumstances.

Mr. Michael H. Braun, the Company's Chief Executive Officer and President, said, "Solid results this past quarter reflect the underlying themes that have characterized our performance throughout 2014: 100% of our new business is written on a voluntary basis with our partner agents, disciplined underwriting and exposure management, and expense control. During the fourth quarter, while remaining true to our underwriting principles, we wrote $42.6 million in new Florida homeowners business. This run rate has continued in January, producing an additional $14.7 million in new Florida business. Focused attention on expense control allowed us to invest in growth opportunities which position us well for the future. While the Florida property insurance market is becoming more competitive we see continued opportunities for growth as we enter 2015."

Fourth Quarter and Year-end 2014 Financial Review

  • For the three months ended December 31, 2014, the Company reported net income of $10.0 million, or $0.73 per share on 13.62 million average undiluted shares outstanding and $0.72 per share on 13.93 million average diluted shares outstanding, compared with net income of $4.6 million, or $0.48 per share on 9.39 million average undiluted shares outstanding and $0.46 per share on 9.73 million average diluted shares outstanding in the same three-month period last year.
     
  • For the twelve months ended December 31, 2014, the Company reported net income of $37.2 million, or $3.08 per share on 12.08 million average undiluted shares outstanding and $2.99 per share on 12.44 million average diluted shares outstanding, compared with net income of $12.7 million, or $1.50 per share on 8.51 million average undiluted shares outstanding and $1.45 per share on 8.77 million average diluted shares outstanding in the same twelve-month period last year.
     
  • Gross premiums written increased $28.9 million, or 42.7%, to $96.7 million for the three months ended December 31, 2014, compared with $67.8 million for the same three-month period last year. Homeowners' gross premiums written increased $27.1 million, or 43.7%, to $89.1 million for the three months ended December 31, 2014, compared with $62.0 million for the same three-month period last year.
     
  • Gross premiums written increased $133.8 million, or 55.0%, to $377.2 million for the twelve months ended December 31, 2014, compared with $243.4 million for the same twelve-month period last year. Homeowners' gross premiums written increased $126.6 million, or 58.0%, to $344.9 million for the twelve months ended December 31, 2014, compared with $218.3 million for the same twelve-month period last year.
     
  • Unearned premiums increased $64.1 million, or 49.9%, to $192.4 million as of December 31, 2014, compared with $128.3 million as of December 31, 2013.
     
  • Net premiums earned increased $5.9 million, or 16.8%, to $41.0 million for the three months ended December 31, 2014, compared with $35.1 million for the same three-month period last year. Net premiums earned have been reduced by $18.0 million due to accounting for our quota-share program. The net impact of the quota-share program was $0.3 million. The reduction in net premiums earned was offset by an estimated $5.7 million reduction in our reinsurance costs, a reduction in losses and loss adjustment expenses of $2.7 million, a reduction in amortization of deferred policy acquisition costs of $8.2 million, and the recognition of $1.7 million in accrued income resulting from the quota-share agreement.
     
  • Net premiums earned increased $66.5 million, or 63.7%, to $170.9 million for the twelve months ended December 31, 2014, compared with $104.4 million for the same twelve-month period last year. Net premiums earned for the full year have been reduced by $34.6 million due to accounting for our quota-share program. The net impact of the quota-share program was $0.7 million. The reduction in net premiums earned was offset by an estimated $11.8 million reduction in our reinsurance costs, a reduction in losses and loss adjustment expenses of $7.7 million, a reduction in amortization of deferred policy acquisition costs of $12.3 million, and the recognition of $3.5 million in accrued income resulting from the quota-share agreement.
     
  • Total revenues increased $9.0 million, or 22.8%, to $48.8 million for the three months ended December 31, 2014, compared with $39.8 million for the same three-month period last year.
     
  • Total revenues increased $79.0 million, or 64.9%, to $200.7 million for the twelve months ended December 31, 2014, compared with $121.7 million for the same twelve-month period last year.

Conference Call Information

The Company will hold an investor conference call at 9:00 AM (ET) tomorrow, February 27, 2015. 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:  877-303-6913

A live webcast of the call will be available online via the "Conference Calls" section of the Company's website at FedNat.com or interested parties can click on the following link:

http://fednat.com/investors/conference-calls/

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 is authorized to underwrite, and/or place through our wholly owned subsidiaries, homeowners' multi-peril ("homeowners"), commercial general liability, federal flood, personal auto and various other lines of insurance in Florida and various other states.  The Company markets and distributes its own and third-party insurers' products and our other services through a network of independent agents. The Company also utilizes a select number of general agents for the same purpose.

Forward-Looking Statements /Safe Harbor Statements

Safe harbor statement under the Private Securities Litigation Reform Act of 1995:

Statements 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 "anticipate," "believe," "budget," "contemplate," "continue," "could," "envision," "estimate," "expect," "guidance," "indicate," "intend," "may," "might," "plan," "possibly," "potential," "predict," "probably," "pro-forma," "project," "seek," "should," "target," or "will" or the negative thereof or other variations thereon and similar words or phrases or comparable terminology are intended to identify forward-looking statements.

Forward-looking statements might also include, but are not limited to, one or more of the following:

  • Projections of revenues, income, earnings per share, dividends, capital structure or other financial items or measures;
  • Descriptions of plans or objectives of management for future operations, insurance products/or services;
  • Forecasts of future insurable events, economic performance, liquidity, need for funding and income; and
  • Descriptions of assumptions or estimates underlying or relating to any of the foregoing.

The risks and uncertainties include, without limitation, risks and uncertainties related to estimates, assumptions and projections generally; the nature of the Company's business; the adequacy of its reserves for loss and loss adjustment expense; claims experience; weather conditions (including the severity and frequency of storms, hurricanes, tornadoes and hail) and other catastrophic losses; reinsurance costs and the ability of reinsurers to indemnify the Company; raising additional capital and our potential failure to meet minimum capital and surplus requirements; potential assessments that support property and casualty insurance pools and associations; the effectiveness of internal financial controls; the effectiveness of our underwriting, pricing and related loss limitation methods; changes in loss trends; court decisions and trends in litigation; our potential failure to pay claims accurately; ability to obtain regulatory approval applications for requested rate increases, to underwrite in additional jurisdictions, or to organize a new property and casualty insurer in connection with our previously announced joint venture, and the timing thereof; the impact that this new insurer may have on our results of operations, once organized; inflation and other changes in economic conditions (including changes in interest rates and financial markets); pricing competition and other initiatives by competitors; legislative and regulatory developments; the outcome of litigation pending against the Company, and any settlement thereof; dependence on investment income and the composition of the Company's investment portfolio; insurance agents; ratings by industry services; the reliability of our information technology systems; reliance on key personnel; acts of war and terrorist activities; 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 claims and litigation exposures. Accordingly, results for a given reporting period could be significantly affected if and when a reserve is established for a contingency. Reported results may therefore appear to be volatile in certain accounting periods.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We do not undertake any obligation to update publicly or revise any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

 
 
FEDERATED NATIONAL HOLDING COMPANY
Consolidated Statements of Operations
(Unaudited)
 
     
  Three Months Ended
December 31,
Twelve Months Ended
December 31,
  2014 2013 2014 2013
Revenue:        
Net premiums earned $40,950,684 $35,062,607 $170,905,318 $104,380,649
Commission income 1,166,768 656,590 4,516,743 2,645,729
Finance revenue 413,442 282,448 1,465,283 866,168
Direct written policy fees 2,272,159 1,601,405 8,689,354 6,196,340
Net investment income 1,627,059 950,222 5,384,935 3,332,314
Net realized investment gains 378,976 400,841 4,425,952 2,880,779
Other income 972,422 816,723 2,511,945 1,434,734
Quota-share and profit sharing, net 1,041,997    -- 2,791,996  --
         
Total revenue 48,823,507 39,770,836 200,691,526 121,736,713
         
Expenses:        
Losses and loss adjustment expenses 20,559,537 19,827,320 81,035,896 56,409,907
Operating and underwriting expenses 5,306,663 4,408,671 19,906,290 14,473,958
Salaries and wages 4,447,633 2,813,038 14,968,036 10,188,191
Amortization of deferred policy acquisition costs 4,379,628 6,076,383 27,474,490 21,446,862
         
Total expenses 34,693,461 33,125,412 143,384,712 102,518,918
         
Income before provision for income tax expense 14,130,046 6,645,424 57,306,814 19,217,795
Provision for income tax expense 4,135,438 2,078,971 20,108,096 6,490,682
Net income $9,994,608 $ 4,566,453 $37,198,718 $12,727,113
Basic net income per share $ 0.73 $ 0.48 $ 3.08 $ 1.50
Fully diluted net income per share $ 0.72 $ 0.46 $ 2.99 $ 1.45
         
Weighted average number of common shares outstanding 13,624,007 9,390,547 12,082,269 8,505,967
         
Weighted average number of common shares outstanding (assuming dilution) 13,929,777 9,731,147 12,438,418 8,772,060
         
Dividends paid per share $ 0.04 $ 0.03 $ 0.13 $ 0.11
 
 
FEDERATED NATIONAL HOLDING COMPANY
Other Selected Data
(Unaudited)
 
 
Balance Sheet  
  Period Ended
  12/31/14 12/31/13
Total Cash and Investments $370,919,843 $262,156,504
Total Assets $503,631,308 $316,740,733
Unpaid Losses and Loss Adjustment Expense $78,330,355 $61,015,473
Total Liabilities $311,052,142 $208,246,349
Total Shareholders' Equity $192,579,166 $108,494,384
Common Stock Outstanding 13,632,414 10,901,716
Book Value Per Share $14.13 $9.95
         
         
Premium Breakout        
  3 Months Ended 12 Months Ended
Line of Business 12/31/14 12/31/13 12/31/14 12/31/13
  (Dollars in thousands) (Dollars in thousands)
Homeowners' $89,081 $61,971 $344,939 $218,349
Commercial General Liability 2,959 2,350 12,432 10,362
Federal Flood 1,216 1,324 7,408 6,213
Automobile 3,413 2,120 12,377 8,449
         
Gross Written Premiums $96,669 $67,765 $377,156 $243,373
   
     
Loss Ratios    
  3 Months Ended 12 Months Ended
     12/31/14 12/31/13 12/31/14 12/31/13
All Lines 50.21% 56.55% 47.42% 54.04%
 
The loss ratio is calculated as losses and loss adjustment expenses divided by net premiums earned in the given measured period.
 
CONTACT: Michael H. Braun, CEO (954) 308-1322
         or Peter J. Prygelski, CFO (954) 308-1252
         Federated National Holding Company