8-K

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 8, 2010 (February 8, 2010)

FIRST ACCEPTANCE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-12117	75-1328153
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3813 Green Hills Village Drive
Nashville, Tennessee	37215
(Address of Principal Executive Offices)	(Zip Code)

(615) 844-2800

(Registrant’s Telephone Number, Including Area Code)

3322 West End Ave., Suite 1000
Nashville, Tennessee 37203

(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):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99

Item 2.02. Results of Operations and Financial Condition.

     On February 8, 2010, First Acceptance Corporation issued a press release announcing its results of operations for the second quarter and six months ended December 31, 2009 of its fiscal year ending June 30, 2010. The text of the release is set forth in Exhibit 99.

Item 7.01. Regulation FD Disclosure.

     On February 8, 2010, First Acceptance Corporation issued a press release announcing its results of operations for the second quarter and six months ended December 31, 2009 of its fiscal year ending June 30, 2010. The text of the release is set forth in Exhibit 99.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

     99      Press release dated February 8, 2010

SIGNATURE

     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.

FIRST ACCEPTANCE CORPORATION
By:	/s/ Stephen J. Harrison
	Stephen J. Harrison
	Chief Executive Officer

Date: February 8, 2010

INDEX TO EXHIBITS

Exhibit No.		Description
	99	Press release dated February 8, 2010

EX-99

Exhibit 99

Press Release	Source: First Acceptance Corporation
	Contact: Michael Bodayle (615) 844-2885

First Acceptance Corporation Reports Operating Results for the Second Quarter and Six Months Ended December 31, 2009

NASHVILLE, TN, February 8, 2010/Businesswire-FirstCall/ — First Acceptance Corporation (NYSE: FAC) today reported its financial results for the second quarter and six months ended December 31, 2009 of its fiscal year ending June 30, 2010.

Operating Results

     Revenues for the three months ended December 31, 2009 were $53.8 million, compared with $65.1 million for the same period in fiscal year 2009. Income before income taxes for the three months ended December 31, 2009 was $1.6 million, compared with a loss before income taxes of $1.4 million in the same period in fiscal year 2009. Net income for the three months ended December 31, 2009 was $1.5 million, or $0.03 per share on a diluted basis, compared with a net loss of $1.0 million, or $0.02 per share on a diluted basis, for the same period in fiscal year 2009.

     Revenues for the six months ended December 31, 2009 were $111.1 million, compared with $136.7 million for the same period in fiscal year 2009. Income before income taxes for the six months ended December 31, 2009 was $4.4 million, compared with $2.4 million in the same period in fiscal year 2009. Net income for the six months ended December 31, 2009 was $4.2 million, or $0.09 per share on a diluted basis, compared with $0.8 million, or $0.02 per share on a diluted basis, for the same period in fiscal year 2009.

     Premiums earned for the three months ended December 31, 2009 were $45.2 million, compared with $54.8 million for the same period in fiscal year 2009. Premiums earned for the six months ended December 31, 2009 were $93.7 million, compared with $116.7 million for the same period in fiscal year 2009. These declines were primarily due to the weak economic conditions, which have caused both a decline in the number of policies written, as well as an increase in the percentage of our customers purchasing liability only coverage. Rate actions taken in a number of states to improve underwriting profitability and the closure of underperforming stores also contributed to the decrease in policies written and premiums earned. At December 31, 2009, the number of policies in force was 147,090, compared with 159,557 at December 31, 2008. At December 31, 2009, we operated 409 stores, compared with 424 stores at December 31, 2008.

     Loss and Loss Adjustment Expense Ratio. The loss and loss adjustment expense ratio was 66.1 percent for the three months ended December 31, 2009, compared with 68.5 percent for the three months ended December 31, 2008. The loss and loss adjustment expense ratio was 67.3 percent for the six months ended December 31, 2009, compared with 69.7 percent for the six months ended December 31, 2008. For the three months ended December 31, 2009, we experienced favorable development on losses related to prior periods of approximately $2.4 million, compared with unfavorable development of $0.1 million for the three months ended

1

December 31, 2008. For the six months ended December 31, 2009, we experienced favorable development of approximately $6.1 million, compared with $4.2 million for the six months ended December 31, 2008.

     Excluding development, the loss and loss adjustment expense ratios for the three months ended December 31, 2009 and 2008 were 71.4 percent and 68.3 percent, respectively. Excluding favorable development, the loss and loss adjustment expense ratios for the six months ended December 31, 2009 and 2008 were 73.8 percent and 73.3 percent, respectively. The favorable development for the six months ended December 31, 2009 and 2008 was due to lower than anticipated severity and frequency of accidents.

     Expense Ratio. Our expense ratio for the three months ended December 31, 2009 was 28.2 percent, compared with 25.2 percent for the same period in fiscal year 2009. Our expense ratio increased from 23.2 percent for the six months ended December 31, 2008 to 27.1 percent for the same period in the current fiscal year. The year-over-year increase in the expense ratio was due to the decrease in premiums earned, which resulted in a higher percentage of fixed expenses in our retail operations (such as rent and base salary).

     Combined Ratio. The combined ratio was 94.3 percent for the three months ended December 31, 2009, compared with 93.7 percent for the same period in fiscal year 2009. The combined ratio was 94.4 percent for the six months ended December 31, 2009, compared with 92.9 percent for the same period in fiscal year 2009.

     Litigation Settlement. As previously reported, we entered into settlement agreements related to litigation brought against us in Georgia and Alabama with respect to certain sales practices. Pursuant to the terms of the settlement agreements, eligible class members are entitled to certain premium credits or reimbursement certificates. At December 31, 2008, we accrued $5.2 million for premium credits available to class members who were actively insured by the Company. Subsequently, $3.3 million of premium credits have been utilized and $1.1 million have been forfeited, resulting in an estimated premium credit liability of $0.8 million at December 31, 2009.

     Provision for Income Taxes. The provision for income taxes for the three months ended December 31, 2009 was $0.1 million, compared with a benefit of $0.4 million for the same period in fiscal year 2009. For the six months ended December 31, 2009, the provision for income taxes was $0.2 million, compared with $1.5 million for the same period in fiscal year 2009. The provision for income taxes for the three and six months ended December 31, 2009 related to current state income taxes for certain subsidiaries with taxable income. At December 31, 2009 and June 30, 2009, we established a full valuation allowance against all net deferred tax assets. In assessing our ability to support the realizability of our deferred tax assets, we considered both positive and negative evidence. We placed greater weight on historical results than on our outlook for future profitability. The deferred tax valuation allowance may be adjusted in future periods if we consider that it is more likely than not that some portion or all of the deferred tax assets will be realized. In the event the deferred tax valuation allowance is adjusted, we would record an income tax benefit for the adjustment.

2

About First Acceptance Corporation

     First Acceptance Corporation provides non-standard private passenger automobile insurance, primarily through employee-agents. At December 31, 2009, we leased and operated 409 retail offices in 12 states. Our insurance company subsidiaries are licensed to do business in 25 states. Additional information about First Acceptance Corporation can be found online at www.firstacceptancecorp.com.

     This press release contains forward-looking statements. These statements, which have been included in reliance on the “safe harbor” provisions of the federal securities laws, involve risks and uncertainties. Investors are hereby cautioned that these statements may be affected by important factors, including, among others, the factors set forth under the caption “Risk Factors” in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended June 30, 2009 and in our other filings with the Securities and Exchange Commission. Actual operations and results may differ materially from the results discussed in the forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

3

FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2009			2008			2009			2008
Revenues:
Premiums earned	$	45,199		$	54,823		$	93,666		$	116,661
Commission and fee income		6,966			7,675			13,920			15,918
Investment income		2,033			2,608			3,946			5,331
Net realized losses on fixed maturities, available-for-sale		(423	)		(26	)		(445	)		(1,241	)
		53,775			65,080			111,087			136,669
Costs and expenses:
Losses and loss adjustment expenses		29,871			37,553			63,024			81,285
Insurance operating expenses		19,711			21,510			39,281			42,956
Other operating expenses		750			314			1,023			706
Litigation settlement		102			5,089			(279	)		5,234
Stock-based compensation		272			514			655			1,009
Depreciation and amortization		500			455			964			924
Interest expense		992			1,033			1,981			2,190
		52,198			66,468			106,649			134,304
Income (loss) before income taxes		1,577			(1,388	)		4,438			2,365
Provision (benefit) for income taxes		102			(385	)		203			1,527
Net income (loss)	$	1,475		$	(1,003	)	$	4,235		$	838
Net income (loss) per share:
Basic and diluted	$	0.03		$	(0.02	)	$	0.09		$	0.02
Number of shares used to calculate net income (loss) per share:
Basic		47,960			47,658			47,919			47,656
Diluted		48,551			47,658			48,720			49,088

4

FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except per share data)

	December 31,			June 30,
	2009			2009
	(Unaudited)
ASSETS
Fixed maturities, available-for-sale at fair value (amortized cost of $183,318 and $140,849, respectively)	$	186,328		$	140,311
Cash and cash equivalents		29,227			77,201
Premiums and fees receivable, net of allowance of $531 and $419		39,212			45,309
Other assets		9,543			11,866
Property and equipment, net		3,546			3,921
Deferred acquisition costs		3,641			3,896
Goodwill		70,092			70,092
Identifiable intangible assets		6,360			6,360
TOTAL ASSETS	$	347,949		$	358,956
LIABILITIES AND STOCKHOLDERS’ EQUITY
Loss and loss adjustment expense reserves	$	77,546		$	83,973
Unearned premiums and fees		50,160			57,350
Debentures payable		41,240			41,240
Other liabilities		10,676			16,537
Total liabilities		179,622			199,100
Stockholders’ equity:
Preferred stock, $.01 par value, 10,000 shares authorized		—			—
Common stock, $.01 par value, 75,000 shares authorized; 48,490 and 48,312 shares issued and outstanding, respectively		485			483
Additional paid-in capital		465,406			464,720
Accumulated other comprehensive income (loss)		3,010			(538	)
Accumulated deficit		(300,574	)		(304,809	)
Total stockholders’ equity		168,327			159,856
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	347,949		$	358,956

5

FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
Supplemental Data
(Unaudited)

GROSS PREMIUMS EARNED BY STATE

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2009		2008		2009		2008
Premiums earned:
Georgia	$	9,960	$	12,344	$	20,861	$	25,772
Illinois		6,075		6,826		12,406		14,188
Texas		5,714		6,133		11,626		13,134
Florida		4,933		6,196		10,194		13,812
Alabama		4,709		5,888		9,918		12,460
Ohio		2,909		3,182		5,862		6,633
Tennessee		2,855		3,800		5,958		8,215
South Carolina		2,727		4,491		5,866		9,941
Pennsylvania		2,610		2,786		5,429		5,572
Indiana		1,211		1,298		2,433		2,861
Missouri		782		956		1,609		2,085
Mississippi		714		923		1,504		1,988
Total premiums earned	$	45,199	$	54,823	$	93,666	$	116,661

COMBINED RATIOS (INSURANCE OPERATIONS)

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2009			2008			2009			2008
Loss and loss adjustment expense		66.1	%		68.5	%		67.3	%		69.7	%
Expense		28.2	%		25.2	%		27.1	%		23.2	%
Combined		94.3	%		93.7	%		94.4	%		92.9	%

POLICIES IN FORCE

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2009			2008			2009			2008
Policies in force — beginning of period		152,866			170,555			158,222			194,079
Net decrease during period		(5,776	)		(10,998	)		(11,132	)		(34,522	)
Policies in force — end of period		147,090			159,557			147,090			159,557

6

FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
Supplemental Data (continued)
(Unaudited)

NUMBER OF RETAIL LOCATIONS

     Retail location counts are based upon the date that a location commenced or ceased writing business.

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2009			2008			2009			2008
Retail locations — beginning of period		415			429			418			431
Opened		—			—			—			1
Closed		(6	)		(5	)		(9	)		(8	)
Retail locations — end of period		409			424			409			424

RETAIL LOCATIONS BY STATE

	December 31,				September 30,				June 30,
	2009		2008		2009		2008		2009		2008
Alabama		25		25		25		25		25		25
Florida		34		39		36		39		39		40
Georgia		61		61		61		61		61		61
Illinois		76		81		78		81		78		80
Indiana		18		18		18		19		18		19
Mississippi		8		8		8		8		8		8
Missouri		12		12		12		13		12		14
Ohio		27		28		27		29		27		29
Pennsylvania		17		18		17		18		17		19
South Carolina		27		27		27		28		27		28
Tennessee		19		20		20		20		20		20
Texas		85		87		86		88		86		88
Total		409		424		415		429		418		431

7