| 21ST CENTURY HOLDING CO ITEM 1A RISK FACTORS We are subject to certain risks in our business operations which are described below |
| Careful consideration of these risks should be made before making an investment decision |
| The risks and uncertainties described below are not the only ones facing 21^st Century |
| Additional risks and uncertainties not presently known or that are currently deemed immaterial may also impair our business operations |
| -22- _________________________________________________________________ 21^st Century Holding Company Risks Related to Our Business The State of Florida, where our headquarters and a substantial portion of our policies are located, has experienced nine hurricanes since August 2004 through October 2005 and it has affected our financial results |
| We write insurance policies that cover automobile owners, homeowners &apos and business owners for losses that result from, among other things, catastrophes |
| Catastrophic losses can be caused by hurricanes, tropical storms, tornadoes, wind, hail, fires, riots and explosions, and their incidence and severity are inherently unpredictable |
| The extent of losses from a catastrophe is a function of two factors: the total amount of the insurance companyapstas exposure in the area affected by the event and the severity of the event |
| Our policyholders are currently concentrated in South and Central Florida, which is especially subject to adverse weather conditions such as hurricanes and tropical storms |
| During the past two years, the State of Florida has experienced nine hurricanes |
| One of our subsidiaries, Federated National, incurred significant losses relative to its homeowners’ and mobile homeowners’ insurance lines of business in connection with these catastrophic weather events |
| The table below illustrates the magnitude of each storm both gross and net of our reinsurance arrangements |
| Estimated Gross Reinsurance Net Hurricane Claim Count Losses Recoveries Losses (Dollars in Millions) Charley (August 13, 2004) 2cmam565 $ 59 $ 49 $ 10 Frances (September 3, 2004) 3cmam805 50 40 10 Ivan (September 14, 2004) 1cmam065 21 — 21 Jeanne (September 25, 2004) 1cmam548 13 — 13 Arlene (June 7, 2005) — — — — Dennis (July 10, 2005) 322 3 — 3 Katrina (August 25, 2005) 2cmam076 15 12 3 Rita (September 20, 2005) 24 — — — Wilma (October 24, 2005) 10cmam039 138 135 3 Total Loss Estimate 21cmam444dtta0 $ 299dtta3 $ 236dtta3 $ 63dtta0 Please refer to the preceding section title REINSURANCE for a detailed discussion regarding our reinsurance treaties |
| Although we follow the industry practice of reinsuring a portion of our risks, our costs of obtaining reinsurance have increased and we may not be able to successfully alleviate risk through reinsurance arrangements |
| We have a reinsurance structure that is a combination of private reinsurance and the FHCF Our reinsurance structure is comprised of several reinsurance companies with varying levels of participation providing coverage for loss and LAE at pre-established minimum and maximum amounts |
| Losses incurred in connection with a catastrophic event below the minimum and above the maximum are the responsibility of Federated National |
| As a result of the hurricanes experienced in Florida over the past two years, we continue to review, and may determine to modify, our reinsurance structure |
| Although the occurrence of hurricanes hitting Florida has increased during the past two years, some weather analysts believe that we have entered a period of greater hurricane activity while others suggest a diminished expectation for the near future |
| To address this risk, we are exploring alternatives to reduce our exposure to these types of storms |
| Although these measures may increase operating expenses, management believes that they will assist us in protecting long-term profitability, although there can be no assurances that will be the case |
| -23- _________________________________________________________________ 21^st Century Holding Company The insolvency of our primary reinsurer or any of our other current or future reinsurers, or their inability otherwise to pay claims, would increase the claims that we must pay, thereby significantly harming our results of operations |
| In addition, prevailing market conditions have limited the availability and increased the cost of reinsurance, which may have the effect of increased costs and reduced profitability |
| We may experience financial exposure from climate change |
| Our financial exposure from climate change is most notably associated with losses in connection with the occurrence of hurricanes striking Florida |
| We mitigate the risk of financial exposure from climate change by restrictive underwriting criteria, sensitivity to geographic concentrations and reinsurance |
| Restrictive underwriting criteria can include, but are not limited to, higher premiums, higher deductibles and more specifically excluded policy risks such as fences and screened in enclosures |
| New technological advances in computer generated geographical mapping afford us an enhanced perspective as to geographic concentrations of policyholders and proximity to flood prone areas |
| Our amount of maximum reinsurance coverage is determined by subjecting our homeowner and mobile homeowner exposures to statistical forecasting models that are designed to quantify a catastrophic event in terms of the frequency of a storm occurring once in every “n” years |
| Our reinsurance coverage contemplated a catastrophic event occurring once every 100 years |
| Our amount of losses retained (our deductible) in connection with a catastrophic event is determined by market capacity, pricing conditions and surplus preservation |
| Our loss reserves may be inadequate to cover our actual liability for losses, causing our results of operations to be adversely affected |
| We maintain reserves to cover our estimated ultimate liabilities for loss and LAE These reserves are estimates based on historical data and statistical projections of what we believe the settlement and administration of claims will cost based on facts and circumstances then known to us |
| Actual loss and LAE reserves, however, may vary significantly from our estimates |
| Factors that affect unpaid loss and LAE include the estimates made on a claim-by-claim basis known as “case reserves” coupled with bulk estimates known as “incurred by not reported |
| ” Periodic estimates by management of the ultimate costs required to settle all claim files are based on our analysis of historical data and estimations of the impact of numerous factors such as (i) per claim information; (ii) company and industry historical loss experience; (iii) legislative enactments, judicial decisions, legal developments in the awarding of damages, and changes in political attitudes; and (iv) trends in general economic conditions, including the effects of inflation |
| Management revises its estimates based on the results of its analysis |
| This process assumes that past experience, adjusted for the effects of current developments and anticipated trends, is an appropriate basis for estimating the ultimate settlement of all claims |
| There is no precise method for subsequently evaluating the impact of any specific factor on the adequacy of the reserves, because the eventual redundancy or deficiency is affected by multiple factors |
| Because of the uncertainties that surround estimated loss reserves, we cannot be certain that our reserves will be adequate to cover our actual losses |
| If our reserves for unpaid losses and LAE are less than actual losses and LAE, we will be required to increase our reserves with a corresponding reduction in our net income in the period in which the deficiency is identified |
| Future loss experience substantially in excess of our reserves for unpaid losses and LAE could substantially harm our results of operations and financial condition |
| The failure of any of the loss limitation methods we employ could have a material adverse effect on our financial condition or our results of operations |
| Various provisions of our policies, such as limitations or exclusions from coverage which have been negotiated to limit our risks, may not be enforceable in the manner we intend |
| At the present time we employ a variety of endorsements to our policies that limit exposure to known risks, including but not limited to exclusions relating to types of vehicles we insure, specific artisan activities and homes in close proximity to the coast line |
| In addition, the policies we issue contain conditions requiring the prompt reporting of claims to us and our right to decline coverage in the event of a violation of that condition |
| While our insurance product exclusions and limitations reduce the loss exposure to us and help eliminate known exposures to certain risks, it is possible that a court or regulatory authority could nullify or void an exclusion or legislation could be enacted modifying or barring the use of such endorsements and limitations in a way that would adversely effect our loss experience, which could have a material adverse effect on our financial condition or results of operations |
| -24- _________________________________________________________________ 21^st Century Holding Company The effects of emerging claim and coverage issues on our business are uncertain |
| As industry practices and legal, judicial, social and other conditions change, unexpected and unintended issues related to claims and coverage may emerge |
| These issues may adversely affect our business by either extending coverage beyond our underwriting intent or by increasing the number or size of claims |
| In some instances, these changes may not become apparent until some time after we have issued insurance contracts that are affected by the changes |
| As a result, the full extent of liability under our insurance contracts may not be known for many years after a contract is issued |
| Our failure to pay claims accurately could adversely affect our business, financial results and capital requirements |
| We must accurately evaluate and pay claims that are made under our policies |
| Many factors affect our ability to pay claims accurately, including the training and experience of our claims representatives, the culture of our claims organization and the effectiveness of our management, our ability to develop or select and implement appropriate procedures and systems to support our claims functions and other factors |
| Our failure to pay claims accurately could lead to material litigation, undermine our reputation in the marketplace, impair our image and negatively affect our financial results |
| In addition, if we do not train new claims adjusting employees effectively or if we lose a significant number of experienced claims adjusting employees, our claims department’s ability to handle an increasing workload as we grow could be adversely affected |
| In addition to potentially requiring that growth be slowed in the affected markets, we could suffer decreased quality of claims work, which in turn could lower our operating margins |
| If we are unable to continue our growth because our capital must be used to pay greater than anticipated claims, our financial results may suffer |
| We have grown rapidly over the last few years |
| Our future growth will depend on our ability to expand the types of insurance products we offer and the geographic markets in which we do business both balanced by the business risks we chose to assume and cede |
| We believe that our company is sufficiently capitalized to operate our business as it now exists and as we currently plan to expand it |
| Our existing sources of funds include possible sales of our investment securities, our revolving loan from Flatiron and our earnings from operations and investments |
| Unexpected catastrophic events in our market areas, such as the hurricanes experienced in Florida, have resulted and will result in greater claims losses than anticipated, which could require us to limit or halt our growth while we redeploy our capital to pay these unanticipated claims unless we are able to raise additional capital or increase our earnings in our other divisions |
| We may require additional capital in the future which may not be available or only available on unfavorable terms |
| Our future capital requirements depend on many factors, including our ability to write new business successfully and to establish premium rates and reserves at levels sufficient to cover losses |
| To the extent that our present capital is insufficient to meet future operating requirements and/or cover losses, we may need to raise additional funds through financings or curtail our growth |
| Based on our current operating plan, we believe current capital together with our anticipated retained earnings, will support our operations without the need to raise additional capital |
| However, we cannot provide any assurance in that regard, since many factors will affect our capital needs and their amount and timing, including our growth and profitability, our claims experience, and the availability of reinsurance, as well as possible acquisition opportunities, market disruptions and other unforeseeable developments |
| If we had to raise additional capital, equity or debt financing may not be available at all or may be available only on terms that are not favorable to us |
| In the case of equity financings, dilution to our stockholders could result, and in any case such securities may have rights, preferences and privileges that are senior to those of the shares offered hereby |
| If we cannot obtain adequate capital on favorable terms or at all, our business, financial condition or results of operations could be materially adversely affected |
| We are subject to significant government regulation, which can limit our growth and increase our expenses, thereby reducing our earnings |
| We are subject to laws and regulations in Florida, our state of domicile, and in Georgia, Louisiana, Kentucky, Virginia, Alabama and Texas, states in which we have been authorized to do business, and will be subject to the laws of any other state in which we conduct business in the future |
| These laws and regulations cover all aspects of our business and are generally designed to protect the interests of insurance policyholders |
| For example, these laws and regulations relate to licensing requirements, authorized lines of business, capital surplus requirements, allowable rates and forms, investment parameters, underwriting limitations, restrictions on transactions with affiliates, dividend limitations, changes in control, market conduct, and limitations on premium financing service charges |
| The cost to monitor and comply with these laws and regulations adds significantly to our cost of doing business |
| Further, if we do not comply with the laws and regulations applicable to us, we may be subject to sanctions or monetary penalties by the applicable insurance regulator |
| -25- _________________________________________________________________ 21^st Century Holding Company Our insurance companies are subject to minimum capital and surplus requirements, and our failure to meet these requirements could subject us to regulatory action |
| Our insurance companies are subject to risk-based capital standards and other minimum capital and surplus requirements imposed under applicable state laws, including the laws of their state of domicile, Florida |
| The risk-based capital standards, based upon the Risk-Based Capital Model Act adopted by the NAIC require our insurance companies to report their results of risk-based capital calculations to state departments of insurance and the NAIC These risk-based capital standards provide for different levels of regulatory attention depending upon the ratio of an insurance company’s total adjusted capital, as calculated in accordance with NAIC guidelines, to its authorized control level risk-based capital |
| Authorized control level risk-based capital is the number determined by applying the NAIC’s risk-based capital formula, which measures the minimum amount of capital that an insurance company needs to support its overall business operations |
| Any failure by one of our insurance companies to meet the applicable risk-based capital or minimum statutory capital requirements imposed by the laws of Florida or other states where we do business could subject it to further examination or corrective action imposed by state regulators, including limitations on our writing of additional business, state supervision or liquidation |
| As noted previously in the section titled “REGULATION” under “NAIC Risk Based Capital Requirements”, Federated National, statutory surplus did not exceed company action levels established by the NAIC Federated National’s results require us to submit a plan containing corrective actions |
| Federated National, has not yet submitted its plan for corrective action yet, however we will submit a plan during the second quarter of 2006 |
| Any changes in existing risk-based capital requirements or minimum statutory capital requirements may require us to increase our statutory capital levels, which we may be unable to do |
| Our revenues and operating performance may fluctuate with business cycles in the property and casualty insurance industry |
| Historically, the financial performance of the property and casualty insurance industry has tended to fluctuate in cyclical patterns characterized by periods of significant competition in pricing and underwriting terms and conditions, which is known as a "e soft "e insurance market, followed by periods of lessened competition and increasing premium rates, which is known as a "e hard "e insurance market |
| Although an individual insurance companyapstas financial performance is dependent on its own specific business characteristics, the profitability of most property and casualty insurance companies tends to follow this cyclical market pattern, with profitability generally increasing in hard markets and decreasing in soft markets |
| At present, we are beginning to experience a soft market in our automobile and commercial general liability sectors while a hard market persists in our property sector |
| We cannot predict, however, how long these market conditions will persist |
| We do not compete entirely on price or targeted market share |
| Our ability to compete is governed by our ability to assess and price an insurance product with an acceptable risk for obtaining profit |
| We may not obtain the necessary regulatory approvals to expand the types of insurance products we offer or the states in which we operate |
| We currently have applications pending in California and Missouri to underwrite and sell commercial general liability insurance |
| The insurance regulators in these states may request additional information, add conditions to the license that we find unacceptable, or deny our application |
| This would delay or prevent us from operating in that state |
| If we want to operate in any additional states, we must file similar applications for licenses, which we may not be successful in obtaining |
| We requested that AM Best cease rating our insurance subsidiaries |
| Third-party rating agencies assess and rate the ability of insurers to pay their claims |
| These financial strength ratings are used by the insurance industry to assess the financial strength and quality of insurers |
| These ratings are based on criteria established by the rating agencies and reflect evaluations of each insurerapstas profitability, debt and cash levels, customer base, adequacy and soundness of reinsurance, quality and estimated market value of assets, adequacy of reserves, and management |
| Ratings are based upon factors of concern to agents, reinsurers and policyholders and are not directed toward the protection of investors, such as purchasers of our common stock |
| In August 2004, AM Best Company notified us that Federated National and American Vehicle were being placed under review with negative implications |
| In 2003 AM Best had assigned Federated National a B rating ( "e Fair, "e which is the seventh of 14 rating categories) and American Vehicle a B+ rating ( "e Very Good, "e which is the sixth of 14 rating categories) |
| In connection with this review, we requested that AM Best cease its ratings of these subsidiaries “NR-4 Not rated, company’s request” |
| The withdrawal of our ratings could limit or prevent us from writing or renewing desirable insurance policies, from obtaining adequate reinsurance, or from borrowing on our line of credit |
| -26- _________________________________________________________________ 21^st Century Holding Company We rely on independent agents to write our insurance policies, and if we are not able to attract and retain independent agents, our revenues would be negatively affected |
| We currently market and distribute Federated Nationalapstas, American Vehicleapstas and third-party insurers &apos products and our other services through contractual relationships with a network of approximately 1cmam500 independent agents and a selected number of general agents |
| Our independent agents are our primary source for our automobile and property insurance policies |
| Many of our competitors also rely on independent agents |
| As a result, we must compete with other insurers for independent agents &apos business |
| Our competitors may offer a greater variety of insurance products, lower premiums for insurance coverage, or higher commissions to their agents |
| If our products, pricing and commissions do not remain competitive, we may find it more difficult to attract business from independent agents to sell our products |
| A material reduction in the amount of our products that independent agents sell would negatively affect our revenues |
| We rely on our information technology and telecommunications systems, and the failure of these systems could disrupt our operations |
| Our business is highly dependent upon the successful and uninterrupted functioning of our current information technology and telecommunications systems |
| We rely on these systems to process new and renewal business, provide customer service, make claims payments and facilitate collections and cancellations, as well as to perform actuarial and other analytical functions necessary for pricing and product development |
| As a result, the failure of these systems could interrupt our operations and adversely affect our financial results |
| Nonstandard automobile insurance historically has a higher frequency of claims than standard automobile insurance, thereby increasing our potential for loss exposure beyond what we would be likely to experience if we offered only standard automobile insurance |
| Nonstandard automobile insurance is provided to insureds that are unable to obtain preferred or standard insurance coverage because of their payment histories, driving records, age, vehicle types, or prior claims histories |
| This type of automobile insurance historically has a higher frequency of claims than does preferred or standard automobile insurance policies, although the average dollar amount of the claims is usually smaller under nonstandard insurance policies |
| As a result, we are exposed to the possibility of increased loss exposure and higher claims experience than would be the case if we offered only standard automobile insurance |
| Floridaapstas personal injury protection insurance statute contains provisions that favor claimants, causing us to experience a higher frequency of claims than might otherwise be the case if we operated only outside of Florida |
| Floridaapstas personal injury protection insurance statute limits an insurerapstas ability to deny benefits for medical treatment that is unrelated to the accident, that is unnecessary, or that is fraudulent |
| In addition, the statute allows claimants to obtain awards for attorneyapstas fees |
| Although this statute has been amended several times in recent years, primarily to address concerns over fraud, the Florida legislature has been only marginally successful in implementing effective mechanisms that allow insurers to combat fraud and other abuses |
| We believe that this statute contributes to a higher frequency of claims under nonstandard automobile insurance policies in Florida, as compared to claims under standard automobile insurance policies in Florida and nonstandard and standard automobile insurance polices in other states |
| Although we believe that we have successfully offset these higher costs with premium increases, because of competition, we may not be able to do so with as much success in the future |
| Our success depends on our ability to accurately price the risks we underwrite |
| The results of our operations and the financial condition of our insurance companies depend on our ability to underwrite and set premium rates accurately for a wide variety of risks |
| Rate adequacy is necessary to generate sufficient premiums to pay losses, LAE and underwriting expenses and to earn a profit |
| In order to price our products accurately, we must collect and properly analyze a substantial amount of data; develop, test and apply appropriate rating formulas; closely monitor and timely recognize changes in trends; and project both severity and frequency of losses with reasonable accuracy |
| Our ability to undertake these efforts successfully, and as a result price our products accurately, is subject to a number of risks and uncertainties, some of which are outside our control, including: -27- _________________________________________________________________ 21^st Century Holding Company · the availability of sufficient reliable data and our ability to properly analyze available data; · the uncertainties that inherently characterize estimates and assumptions; · our selection and application of appropriate rating and pricing techniques; and · changes in legal standards, claim settlement practices, medical care expenses and restoration costs |
| Consequently, we could under-price risks, which would negatively affect our profit margins, or we could overprice risks, which could reduce our sales volume and competitiveness |
| In either event, the profitability of our insurance companies could be materially and adversely affected |
| Current operating resources are necessary to develop future new insurance products We currently intend to expand our product offerings by underwriting additional insurance products and programs, and marketing them through our distribution network |
| Expansion of our product offerings will result in increases in expenses due to additional costs incurred in actuarial rate justifications, software and personnel |
| Offering additional insurance products may also require regulatory approval, further increasing our costs |
| There can be no assurance that we will be successful bringing new insurance products to our marketplace |
| Our business strategy is to avoid competition based on price to the extent possible |
| This strategy, however, may result in the loss of business in the short term |
| Comparable companies which compete with us in the homeowners’ market include Allstate Insurance Company, State Farm Insurance Company, Florida Family Insurance Company, Florida Select Insurance Company, Atlantic Preferred Insurance Company and Vanguard Insurance Company |
| Comparable companies which compete with us in the general liability insurance market include Century Surety Insurance Company, Atlantic Casualty Insurance Company, Colony Insurance Company and Burlington/First Financial Insurance Companies |
| Although our pricing of our automobile insurance products is inevitably influenced to some degree by that of our competitors, we believe that it is generally not in our best interest to compete solely on price, choosing instead to compete on the basis of underwriting criteria, our distribution network, and our superior service to our agents and insureds |
| With respect to automobile insurance in Florida, we compete with more than 100 companies, which underwrite personal automobile insurance |
| Comparable companies which compete with us in the personal automobile insurance market include Affirmative Insurance Holdings, Inc, which recently acquired our non-standard automobile agency business in Florida, US Security Insurance Company, United Automobile Insurance Company, Direct General Insurance Company and Security National Insurance Company, as well as major insurers such as Progressive Casualty Insurance Company |
| Competition could have a material adverse effect on our business, results of operations and financial condition |
| If we do not meet the prices offered by our competitors, we may lose business in the short term, which could also result in reduced revenues |
| Our investment portfolio may suffer reduced returns or losses, which would significantly reduce our earnings |
| As do other insurance companies, we depend on income from our investment portfolio for a substantial portion of our earnings |
| During the time that normally elapses between the receipt of insurance premiums and any payment of insurance claims, we invest the funds received, together with our other available capital, primarily in fixed-maturity investments and equity securities, in order to generate investment income |
| Our investment portfolio contains interest rate sensitive instruments, such as bonds, which may be adversely affected by changes in interest rates |
| A significant increase in interest rates could have a material adverse effect on our financial condition or results of operations |
| Generally, bond prices decrease as interest rates rise |
| Changes in interest rates could also have an adverse effect on our investment income and results of operations |
| For example, if interest rates decline, investment of new premiums received and funds reinvested will earn less than expected |
| -28- _________________________________________________________________ 21^st Century Holding Company Our president and chief executive officer is key to the strategic direction of our company |
| We depend and will continue to depend, on the services of our founder and principal shareholder, Edward J Lawson, who is also our president, chairman of the board and chief executive officer |
| We have entered into an employment agreement with him and we maintain dlra3 million key man life insurance on the life of Mr |
| Nevertheless, because of Mr |
| Lawsonapstas role and involvement in developing and implementing our current business strategy, his loss of service could substantially harm our business |
| Our success also will depend in part upon our ability to attract and retain qualified executive officers, experienced underwriting talent and other skilled employees who are knowledgeable about our business |
| We rely substantially upon the services of our executive management team |
| Although we are not aware of any planned departures or retirements, if we were to lose the services of members of our management team, our business could be adversely affected |
| We believe we have been successful in attracting and retaining key personnel throughout our history |
| We have employment agreements with James G Jennings III, our Treasurer and Chief Financial Officer, and other members of our executive management team |
| Jennings Risks Related to an Investment in Our Shares The trading of our warrants may negatively affect the trading prices of our common stock if investors purchase and exercise the warrants to facilitate other trading strategies, such as short selling |
| Our warrants currently trade on the NASDAQ National Market under the symbols "e TCHCW "e and “TCHCZ” Each of the TCHCW warrants entitles the holders to purchase three quarters of one share of our common stock at an exercise price per whole share of dlra12dtta744 after giving effect to the September 2004 three-for-two stock split |
| Each of the TCHCZ warrants entitles the holders to purchase one share of our common stock at an exercise price per share of dlra12dtta750 |
| Investors may purchase and exercise warrants to facilitate trading strategies such as short selling, which involves the sale of securities not yet owned by the seller |
| If shares of our common stock received upon the exercise of warrants are used to complete short sales, this may have the effect of reducing the trading price of our common stock |
| Our largest shareholders currently control approximately 16prca of the voting power of our outstanding common stock, which could discourage potential acquirers and prevent changes in management |
| Edward J Lawson and Michele V Lawson beneficially own approximately 16prca of our outstanding common stock |
| As our largest shareholders, the Lawson’s have significant influence over the outcome of any shareholder vote |
| This voting power may discourage takeover attempts, changes in our officers and directors or other changes in our corporate governance that other shareholders may desire |
| We have authorized but unissued preferred stock, which could affect rights of holders of common stock |
| Our articles of incorporation authorize the issuance of preferred stock with designations, rights and preferences determined from time to time by our board of directors |
| Accordingly, our board of directors is empowered, without shareholder approval, to issue preferred stock with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of common stock |
| In addition, the preferred stock could be issued as a method of discouraging a takeover attempt |
| Although we do not intend to issue any preferred stock at this time, we may do so in the future |
| Our articles of incorporation, bylaws and Florida law may discourage takeover attempts and may result in entrenchment of management |
| Our articles of incorporation and bylaws contain provisions that may discourage takeover attempts and may result in entrenchment of management |
| ● Our board of directors is elected in classes, with only two or three of the directors elected each year |
| As a result, shareholders would not be able to change the membership of the board in its entirety in any one year |
| Shareholders would also be unable to bring about, through the election of a new board of directors, changes in our officers |
| ● Our articles of incorporation prohibit shareholders from acting by written consent, meaning that shareholders will be required to conduct a meeting in order to vote on any proposals or take any action |
| ● Our bylaws require at least 60 days &apos notice if a shareholder desires to submit a proposal for a shareholder vote or to nominate a person for election to our board of directors |
| -29- _________________________________________________________________ 21^st Century Holding Company In addition, Florida has enacted legislation that may deter or frustrate takeovers of Florida corporations, such as our company |
| ● The Florida Control Share Act provides that shares acquired in a "e control share acquisition "e will not have voting rights unless the voting rights are approved by a majority of the corporationapstas disinterested shareholders |
| A "e control share acquisition "e is an acquisition, in whatever form, of voting power in any of the following ranges: (a) at least 20prca but less than 33-1/3prca of all voting power, (b) at least 33-1/3prca but less than a majority of all voting power; or (c) a majority or more of all voting power |
| ● The Florida Affiliated Transactions Act requires supermajority approval by disinterested shareholders of certain specified transactions between a public corporation and holders of more than 10prca of the outstanding voting shares of the corporation (or their affiliates) |
| As a holding company, we depend on the earnings of our subsidiaries and their ability to pay management fees and dividends to the holding company as the primary source of our income |
| We are an insurance holding company whose primary assets are the stock of our subsidiaries |
| Our operations, and our ability to service our debt, are limited by the earnings of our subsidiaries and their payment of their earnings to us in the form of management fees, commissions, dividends, loans, advances or the reimbursement of expenses |
| These payments can be made only when our subsidiaries have adequate earnings |
| In addition, dividend payments made to us by our insurance subsidiaries are restricted by Florida law governing the insurance industry |
| Generally, Florida law limits the dividends payable by insurance companies under complicated formulas based on the subsidiaryapstas available capital and earnings |
| No dividends were declared or paid by our insurance subsidiaries in 2005, 2004 or 2003 |
| Under these laws, neither Federated National nor American Vehicle may not be permitted to pay dividends to 21st Century in 2006 |
| Whether our subsidiaries will be able to pay dividends in 2006 depends on the results of their operations and their expected needs for capital |
| We do not anticipate that our subsidiaries will begin to pay dividends to the parent company during 2006 |
| -30- _________________________________________________________________ 21^st Century Holding Company |