fnhc-20210315

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: March 15, 2021

(Date of earliest event reported)

FEDNAT HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Florida

000-25001

65-0248866

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


14050 N.W. 14th 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	FNHC	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 8.01.			Other Events.

FedNat Holding Company (the "Company") is reporting that, as a result of procedures relating to the audit of the Company's financial statements for the year ended December 31, 2020, we now have estimated that our net income (loss) for 2020 will range from $(77) million to $(80) million. This differs from the estimate of the results of operations for the fourth quarter and full year of 2020 publicly announced on March 3, 2021 and as described in our prospectus supplement dated March 12, 2021, where we announced estimated net income (loss) of $(73.0) million for 2020. The adjustments primarily relate to components of ceded losses and commissions recognized in connection with the quota-share treaty with Anchor Re, a captive reinsurance affiliate of SageSure Insurance Managers, LLC, that was effective July 1, 2020.

The Company’s consolidated financial statements for the year ended December 31, 2020 to be included in its Annual Report on Form 10-K for the year ended December 31, 2020 remain subject to completion of additional audit procedures. As a result of the adjustments described above and the ongoing status of the audit, the Company expects to be delayed in filing its Form 10-K and currently expects to report in its Annual Report on Form 10-K, when filed, a material weakness in internal controls over financial reporting.


Item 9.01.			Financial Statements and Exhibits.


(d)			Exhibits.
104			Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	FEDNAT HOLDING COMPANY

Date: March 15, 2021	By:	/s/ Ronald A. Jordan


			Name:			Ronald A. Jordan
			Title:			Chief Financial Officer
						(Principal Financial Officer)

SEC Form 8-K filed by FedNat Holding Company