EX-99 2 g15032exv99.htm EX-99 PRESS RELEASE DATED SEPTEMBER 11, 2008 Ex-99 Press release dated September 11, 2008
Exhibit 99
     
Press Release
  Source: First Acceptance Corporation
 
  Contact: Michael Bodayle (615) 844-2885
First Acceptance Corporation Reports Operating Results for the Fourth Quarter and Fiscal Year Ended June 30, 2008
NASHVILLE, TN, September 11, 2008/Businesswire-FirstCall/ — First Acceptance Corporation (NYSE: FAC) today reported its financial results for the fourth quarter and fiscal year ended June 30, 2008.
Operating Results
     Revenues for the three months ended June 30, 2008 were $78.9 million, compared with $92.2 million for the same period in fiscal 2007. Net loss for the three months ended June 30, 2008 was $8.8 million, or $(0.18) per share, compared with a net loss of $23.9 million, or $(0.50) per share, for the same period in fiscal 2007. Revenues for the year ended June 30, 2008 were $332.4 million, compared with $347.6 million for fiscal 2007. Net loss for the year ended June 30, 2008 was $17.8 million, or $(0.37) per share, compared with a net loss of $16.7 million, or $(0.35) per share, for fiscal 2007.
     Premiums earned for the three months ended June 30, 2008 were $68.4 million, compared with $80.0 million for the same period in fiscal 2007. This decline was due to the decrease in the number of policies written, which was partially offset by higher average premiums per policy as a result of rate increases taken in a number of states to improve underwriting profitability. The decrease in policies written was primarily due to the current weak economic conditions impacting our customers, rate increases and the closure of 45 poor performing retail locations since January 2007. At June 30, 2008, the number of policies in force was 194,079, compared with 226,974 at June 30, 2007. At June 30, 2008, we operated 431 stores, compared with 462 stores at June 30, 2007.
     Approximately 80 percent of the $11.6 million decline in premiums earned for the three months ended June 30, 2008 was in our Florida, Georgia and Tennessee markets. These states collectively accounted for 42 percent of premiums earned during the three months ended June 30, 2008, down from 47 percent for the same period in fiscal 2007. Our premiums earned in these states were adversely affected by a decline in used car sales, which have historically been a significant contributor to new policy growth in these markets. Additionally, the decline in our Florida market was due to a January 1, 2008 rate increase to improve our underwriting profitability and the decline in our Georgia market was due to state legislation intended to curb illegal immigration.
     Loss before income taxes for the three months ended June 30, 2008 was $8.3 million. This loss included charges totaling $9.3 million comprised of (i) $7.0 million in settlement, defense and administration costs associated with certain litigation described below, (ii) $0.3 million in severance associated with the separation of certain retail management personnel, (iii) a $0.5 million accrual for disputed Texas franchise taxes on sales of Texas real estate, (iv) $1.1 million in other than temporary impairment (“OTTI”) charges on certain non-agency collateralized mortgage obligations in our investment portfolio, and (v) $0.4 million in legal expenses relating to certain extra-contractual obligation lawsuits on certain claims occurring prior to fiscal 2007. Net loss for the three months ended June 30, 2008 was $8.8 million, which

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included a $3.3 million increase in the valuation allowance on our deferred tax asset, primarily due to the estimated reduction in future taxable income as a result of the litigation described below.
     Loss before income taxes for the year ended June 30, 2008 was $4.0 million, which included charges totaling $10.8 million, of which $9.3 million were in the quarter ended June 30, 2008 and are set forth above, in addition to (i) $0.7 million in severance associated with the separation of an executive officer in December 2007, (ii) $0.3 million in OTTI charges related to certain non-agency collateralized mortgage obligations in our investment portfolio recorded in the quarter ended March 31, 2008, (iii) $0.3 million in costs associated with store closures, and (iv) $0.2 million in costs associated with amendments to our credit agreement. The net loss for the year ended June 30, 2008 also included $15.0 million in charges relating to net operating loss (“NOL”) carryforwards expiring in fiscal 2008 and 2009.
     Loss and Loss Adjustment Expense Ratio. Our loss and loss adjustment expense (“LAE”) ratio for the three months ended June 30, 2008 was 76.9 percent, compared with 93.0 percent for the same period in fiscal 2007. The loss and LAE ratio for the three months ended June 30, 2008 included $1.2 million in adverse development for prior accident periods. Our loss and LAE ratio for the year ended June 30, 2008 was 76.9 percent, compared with 80.4 percent for fiscal 2007.
     The loss ratio (excluding LAE) for the three months ended June 30, 2008 benefitted from rate increases taken in a number of states, as well as improvements in our underwriting and claim handling practices. The loss ratio for accident year 2008 (estimated losses on accidents that occurred in calendar year 2008 through June 30, 2008) was 66.6 percent, compared with 67.2 percent for accident year 2007. The loss ratio for accident year 2008 included approximately 90 basis points from specific weather-related claims, which were approximately 50 basis points higher than the same period in accident year 2007. The LAE ratio for the three months ended June 30, 2008 was 10.2 percent compared with 11.3 percent for the same period in fiscal 2007. The LAE ratio for the three months ended June 30, 2008 included approximately 60 basis points for legal expenses on extra-contractual obligations incurred during the quarter. The year-over-year improvement in the LAE ratio resulted from efficiency improvements from a number of initiatives to increase productivity and cost control.
     Expense Ratio. Our expense ratio for the three months ended June 30, 2008 was 23.2 percent, compared with 21.1 percent for the same period in fiscal 2007. This increase was primarily due to the year-over-year decline in premiums earned and the effects of (i) $0.3 million in severance (as described above) and (ii) an increased investment in our product, actuarial and information technology functions to support our rate-making capabilities.
     Our expense ratio for the year ended June 30, 2008 was 21.7 percent, compared with 19.8 percent for fiscal 2007. This increase resulted from the decline in premiums earned, costs relating to the increased investment in our infrastructure as noted above, severance, and the closure of poor performing locations.
     Combined Ratio. The combined ratio decreased to 100.1 percent for the three months ended June 30, 2008 from 114.1 percent for the same period in fiscal 2007. The combined ratio decreased to 98.6 percent for the year ended June 30, 2008 from 100.2 percent for fiscal 2007.

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     Litigation Settlement. The net loss for the year ended June 30, 2008 included $7.5 million in costs associated with the pending settlement and defense of litigation brought against us in Alabama and Georgia. The litigation is comprised of various suits relating to our sales practices, primarily the sale of motor club memberships currently or formerly sold in those states. We have entered into a settlement agreement with respect to the litigation pending in the State of Georgia, which is subject to approval by the court, and have agreed upon preliminary settlement terms with the plaintiffs in the Alabama actions. The settlement of the Alabama litigation is subject to negotiation of a definitive settlement agreement and approval by the applicable courts. Pursuant to the litigation settlements, we would (i) provide the plaintiffs with either a premium credit towards a future insurance policy or a reimbursement certificate for certain future towing and rental expenses, (ii) strengthen our disclosures to customers of all relevant fees, charges and coverages, (iii) pay an aggregate of $6.3 million in fees and expenses for the attorneys for the plaintiffs and (iv) pay the costs associated with the administration of the settlements. We have denied all allegations of wrongdoing, have vigorously defended the Company against these actions, and believe that we have meritorious defenses to these claims. Notwithstanding the foregoing, to avoid the uncertainty, risks and costs of further litigation, we have determined to settle this litigation. At this time, we are unable to estimate the total costs associated with the Georgia and Alabama litigation settlements. The costs of the settlements will depend, among other factors, upon whether class members receive premium credits or reimbursement certificates pursuant to the terms of the settlements and the rate of redemption of the premium credits and reimbursement certificates. The litigation settlement costs are set forth separately in the consolidated statements of operations. We anticipate that our payment of the $6.3 million in plaintiffs’ attorneys’ fees and expenses and $0.4 million in estimated costs associated with the administration of the settlement, both of which were accrued at June 30, 2008, will occur in calendar year 2009, after the final approvals from the courts.
     We are currently in discussions with our insurance carriers regarding coverage for the costs and expenses incurred relating to the litigation settlements and are not able currently to estimate the amount, if any, that we may receive from our insurance carriers. As a result, we have not accrued any amount at June 30, 2008 for insurance recoveries that may offset the costs and expenses relating to the litigation settlements. Any such insurance recoveries will be recorded in our operating results during the periods in which the the recoveries are probable.
     Provision for Income Taxes. The provision for income taxes included write-downs of the carrying value of our deferred tax asset of $15.0 million and $3.3 million for the year and three months ended June 30, 2008, respectively. These write-downs resulted from downward revisions in management’s estimate of the extent our NOL carryforwards for fiscal years 2008 and 2009 would be utilized. The provision for income taxes for the three months and year ended June 30, 2007 included a similar $16.9 million write-down of our deferred tax asset. At June 30, 2008, our deferred tax asset attributable to NOL carryforwards, net of the related valuation allowance, was $4.2 million.

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2008 Annual Meeting of Stockholders
     Our 2008 annual meeting of stockholders will be held on Wednesday, November 5, 2008, in Nashville, Tennessee. Further details will be provided in the proxy statement for the annual meeting.
About First Acceptance Corporation
     First Acceptance Corporation provides non-standard private passenger automobile insurance, primarily through employee-agents. At June 30, 2008, we leased and operated 431 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 our Annual Report on Form 10-K 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.

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FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
                                 
    Three Months Ended     Year Ended  
    June 30,     June 30,  
    2008     2007     2008     2007  
Revenues:
                               
Premiums earned
  $ 68,418     $ 80,031     $ 285,914     $ 300,661  
Fee income
    8,883       9,649       36,479       37,324  
Investment income
    2,677       2,526       11,250       8,863  
Other
    (1,063 )     25       (1,244 )     789  
 
                       
 
    78,915       92,231       332,399       347,637  
 
                       
 
                               
Costs and expenses:
                               
Losses and loss adjustment expenses
    52,607       74,400       219,943       241,908  
Insurance operating expenses
    24,771       26,547       98,433       97,629  
Other operating expenses
    664       441       2,415       2,623  
Litigation settlement
    7,028             7,468        
Stock-based compensation
    519       310       1,507       1,063  
Depreciation and amortization
    477       428       1,679       1,624  
Interest expense
    1,155       599       4,977       1,874  
 
                       
 
    87,221       102,725       336,422       346,721  
 
                       
 
                               
Income (loss) before income taxes
    (8,306 )     (10,494 )     (4,023 )     916  
Provision for income taxes
    458       13,436       13,822       17,586  
 
                       
Net loss
  $ (8,764 )   $ (23,930 )   $ (17,845 )   $ (16,670 )
 
                       
 
                               
Net loss per share:
                               
Basic and diluted
  $ (0.18 )   $ (0.50 )   $ (0.37 )   $ (0.35 )
 
                       
 
                               
Number of shares used to calculate net loss per share:
                               
Basic and diluted
    47,640       47,603       47,628       47,584  
 
                       

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FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except per share data)
(Unaudited)
                 
    June 30,  
    2008     2007  
ASSETS
               
Fixed maturities, available-for-sale at fair value
  $ 189,570     $ 176,555  
Cash and cash equivalents
    38,646       34,161  
Premiums and fees receivable, net
    63,377       71,771  
Receivable for securities
          19,973  
Deferred tax asset, net
    17,593       30,936  
Other assets
    15,053       15,838  
Deferred acquisition costs
    4,549       5,166  
Goodwill and identifiable intangible assets
    144,442       144,492  
 
           
TOTAL
  $ 473,230     $ 498,892  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Loss and loss adjustment expense reserves
  $ 101,407     $ 91,446  
Unearned premiums and fees
    77,237       88,831  
Notes payable and capitalized lease obligations
    4,124       23,490  
Debentures payable
    41,240       41,240  
Other liabilities
    23,763       14,401  
 
           
Total liabilities
    247,771       259,408  
Total stockholders’ equity
    225,459       239,484  
 
           
TOTAL
  $ 473,230     $ 498,892  
 
           
 
               
Book value per share
  $ 4.69     $ 5.03  
 
           

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FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
Supplemental Data
(Unaudited)
PREMIUMS EARNED BY STATE
                                                 
    Three Months Ended             Year Ended        
    June 30,             June 30,        
    2008     2007     Change     2008     2007     Change  
    (in thousands)  
Premiums earned:
                                               
Georgia
  $ 14,453     $ 17,451     $ (2,998 )   $ 60,928     $ 70,312     $ (9,384 )
Florida
    9,074       14,284       (5,210 )     43,017       55,117       (12,100 )
Texas
    8,245       8,926       (681 )     33,769       32,480       1,289  
Illinois
    7,893       8,520       (627 )     32,009       31,201       808  
Alabama
    7,033       7,899       (866 )     28,780       30,316       (1,536 )
South Carolina
    6,149       5,436       713       23,634       14,797       8,837  
Tennessee
    4,903       5,935       (1,032 )     20,772       23,800       (3,028 )
Ohio
    3,756       4,321       (565 )     15,416       16,455       (1,039 )
Pennsylvania
    2,774       2,220       554       10,041       6,937       3,104  
Indiana
    1,621       2,146       (525 )     7,131       8,186       (1,055 )
Missouri
    1,343       1,598       (255 )     5,630       6,087       (457 )
Mississippi
    1,174       1,295       (121 )     4,787       4,973       (186 )
 
                                   
Total premiums earned
  $ 68,418     $ 80,031     $ (11,613 )   $ 285,914     $ 300,661     $ (14,747 )
 
                                   
COMBINED RATIOS (INSURANCE COMPANIES)
                                 
    Three Months Ended     Year Ended  
    June 30,     June 30,  
    2008     2007     2008     2007  
Loss and loss adjustment expense
    76.9 %     93.0 %     76.9 %     80.4 %
Expense (1)
    23.2 %     21.1 %     21.7 %     19.8 %
 
                       
Combined
    100.1 %     114.1 %     98.6 %     100.2 %
 
                       
(1)   Insurance operating expenses are reduced by fee income from insureds and, through December 31, 2007, the transaction service fee received from the Chicago agencies whose business we acquired.
POLICIES IN FORCE
                                 
    Three Months Ended     Year Ended  
    June 30,     June 30,  
    2008     2007     2008     2007  
Policies in force — beginning of period
    215,857       247,034       226,974       200,401  
Net increase (decrease) during period
    (21,778 )     (20,060 )     (32,895 )     26,573  
 
                       
Policies in force — end of period
    194,079       226,974       194,079       226,974  
 
                       

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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     Year Ended  
    June 30,     June 30,  
    2008     2007     2008     2007  
Retail locations — beginning of period
    432       468       462       460  
Opened
    2             4       18  
Closed
    (3 )     (6 )     (35 )     (16 )
 
                       
Retail locations — end of period
    431       462       431       462  
 
                       
RETAIL LOCATIONS BY STATE
                                 
    June 30,     March 31,  
    2008     2007     2008     2007  
Alabama
    25       25       25       25  
Florida
    40       41       40       42  
Georgia
    61       62       61       63  
Illinois
    80       81       80       82  
Indiana
    19       24       19       27  
Mississippi
    8       8       8       8  
Missouri
    14       15       15       15  
Ohio
    29       30       29       30  
Pennsylvania
    19       25       19       25  
South Carolina
    28       28       28       28  
Tennessee
    20       20       20       20  
Texas
    88       103       88       103  
 
                       
Total
    431       462       432       468  
 
                       

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