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): August 7, 2012

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)

(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 August 7, 2012, First Acceptance Corporation issued a press release announcing its results of operations for the three and six month periods ended June 30, 2012. The text of the release is set forth in Exhibit 99 attached to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Current Report on Form 8-K is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99	Press release dated August 7, 2012

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/ John R. Barnett
	John R. Barnett
	Senior Vice President of Finance

Date: August 7, 2012

INDEX TO EXHIBITS

Exhibit No.	Description
99	Press release dated August 7, 2012

EX-99

Exhibit 99

First Acceptance Corporation Reports Operating Results for the Three and Six Month Periods Ended June 30, 2012

NASHVILLE, TN, August 7, 2012 — First Acceptance Corporation (NYSE: FAC) today reported its financial results for the three and six month periods ended June 30, 2012.

Operating Results

Revenues for the three months ended June 30, 2012 were $57.9 million, compared with $53.1 million for the same period in the prior year. Loss before income taxes for the three months ended June 30, 2012 was $4.5 million, compared with loss before income taxes of $53.2 million for the same period in the prior year. The loss before income taxes for the three months ended June 30, 2011 included a goodwill and intangible assets impairment charge of $52.4 million, or $1.09 per share on a diluted basis. Net loss for the three months ended June 30, 2012 was $4.2 million, or $0.10 per share on a basic and diluted basis, compared with net loss of $53.5 million, or $1.11 per share on a basic and diluted basis, for the same period in the prior year.

Revenues for the six months ended June 30, 2012 were $113.4 million, compared with $105.9 million for the same period in the prior year. Loss before income taxes for the six months ended June 30, 2012 was $12.6 million, compared with loss before income taxes of $55.1 million for the same period in the prior year. The loss before income taxes for the six months ended June 30, 2011 included a goodwill and intangible assets impairment charge of $52.4 million, or $1.09 per share on a diluted basis. Net loss for the six months ended June 30, 2012 was $12.4 million, or $0.30 per share on a basic and diluted basis, compared with net loss of $55.1 million, or $1.14 per share on a basic and diluted basis, for the same period in the prior year.

Premiums earned for the three months ended June 30, 2012 were $47.7 million, compared with $43.1 million for the same period in the prior year. Premiums earned for the six months ended June 30, 2012 were $93.1 million, compared with $86.6 million for the same period in the prior year. This improvement was primarily due to an increase in the number of policies in force (“PIF”) from 144,410 at June 30, 2011 to 157,795 at June 30, 2012, which we attribute to our continued sales, marketing, customer interaction and product initiatives. In addition, we experienced increases in both new policies sold during the most recent quarter and six-month period on a year-over-year basis and the number of PIF at June 30, 2012 compared to December 31, 2011. For those policies quoted, we continue to experience a higher close ratio for the quarter and six-month period ended June 30, 2012 compared with the same periods in the prior year.

Loss and Loss Adjustment Expense Ratio. The loss and loss adjustment expense ratio was 83.3 percent for the three months ended June 30, 2012, compared with 74.6 percent for the three months ended June 30, 2011. The loss and loss adjustment expense ratio was 84.4 percent for the six months ended June 30, 2012, compared with 73.6 percent for the six months ended June 30, 2011. We experienced unfavorable development related to prior fiscal years of $0.8 million for the three months ended June 30, 2012, compared with favorable development of $2.1 million for the three months ended June 30, 2011. For the six months ended June 30, 2012, we experienced unfavorable development related to prior fiscal years of $4.0 million, compared with favorable development of $2.7 million for the six months ended June 30, 2011. The unfavorable development for the three and six months ended June 30, 2012 was primarily due to adverse trends in bodily injury claims for recent accident years.

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Excluding the development related to prior periods, the loss and loss adjustment expense ratios for the three months ended June 30, 2012 and 2011 were 81.5 percent and 79.5 percent, respectively. Excluding the development related to prior periods, the loss and loss adjustment expense ratios for the six months ended June 30, 2012 and 2011 were 80.1 percent and 76.8 percent, respectively. The year-over-year increase in the loss and loss adjustment expense ratio was primarily due to higher loss and loss adjustment expense driven by an increase in frequency across most coverages.

In December 2011, we completed the process of implementing new scored pricing programs. We believe these new scored pricing programs provide us with greater pricing segmentation and improve our pricing relative to the risk we are insuring. Currently, approximately 66 percent of our PIF have been underwritten using these new scored pricing programs.

We perform state-by-state reviews of all insurance pricing programs on a quarterly basis and alter rates as we believe necessary. In response to the increases in our loss ratio during recent quarters, we implemented rate increases on most of our non-scored pricing programs during the first quarter. In addition, we recently implemented rate increases for our scored pricing programs in most states. The full benefit of these rate actions will not be fully realized until all customers renew their policies under the new rates, typically six months from the date of rate change implementation.

Expense Ratio. The expense ratio was 25.8 percent for the three months ended June 30, 2012, compared with 28.4 percent for the three months ended June 30, 2011. The expense ratio was 28.8 percent for the six months ended June 30, 2012, compared with 29.8 percent for the six months ended June 30, 2011. Excluding the severance and related benefits charges of $1.3 million incurred in connection with the separation of certain executive officers during March 2011, the expense ratio for the six months ended June 30, 2011 was 28.2 percent, compared to 28.8 percent for the six months ended June 30, 2012.

Combined Ratio. The combined ratio was 109.1 percent for the three months ended June 30, 2012, compared with 103.0 percent for the same period in the prior year. For the six months ended June 30, 2012, the combined ratio was 113.2 percent, compared with 103.4 percent for the same period in the prior year. Excluding the severance and related benefits charges noted above, the combined ratio for the six months ended June 30, 2011 was 101.9 percent.

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About First Acceptance Corporation

We are a retailer, servicer and underwriter of non-standard personal automobile insurance based in Nashville, Tennessee. We currently write non-standard personal automobile insurance in 12 states and are licensed as an insurer in 13 additional states. Non-standard personal automobile insurance is made available to individuals who are categorized as “non-standard” because of their inability or unwillingness to obtain standard insurance coverage due to various factors, including payment history, payment preference, failure in the past to maintain continuous insurance coverage, driving record and/or vehicle type, and in most instances who are required by law to buy a minimum amount of automobile insurance. At June 30, 2012, we leased and operated 369 retail locations, staffed with employee-agents. Our employee-agents primarily sell non-standard personal automobile insurance products underwritten by us, as well as certain commissionable ancillary products and other insurance products. We are able to complete the entire sales process at the local retail office, over the phone and through our website. In select markets, we also sell our products through 13 retail locations operated by independent agents. Additional information about First Acceptance Corporation can be found online at acceptanceinsurance.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 Transition Report on Form 10-K for the transition period from July 1, 2011 to December 31, 2011 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. Except as required by law, 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

Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Revenues:
Premiums earned	$	47,701		$	43,143		$	93,120		$	86,587
Commission and fee income		8,501			7,699			16,753			15,142
Investment income		1,762			2,143			3,532			4,134
Net realized gains (losses) on investments, available-for-sale		(19	)		149			7			71
		57,945			53,134			113,412			105,934
Costs and expenses:
Losses and loss adjustment expenses		39,726			32,186			78,590			63,772
Insurance operating expenses		20,798			19,958			43,560			40,921
Other operating expenses		224			384			490			691
Litigation settlement		—			(3	)		—			(4	)
Stock-based compensation		115			84			410			633
Depreciation and amortization		573			326			1,002			664
Interest expense		979			980			1,958			1,948
Goodwill and intangible assets impairment		—			52,434			—			52,434
		62,415			106,349			126,010			161,059
Loss before income taxes		(4,470	)		(53,215	)		(12,598	)		(55,125	)
Provision (benefit) for income taxes		(262	)		259			(183	)		(43	)
Net loss	$	(4,208	)	$	(53,474	)	$	(12,415	)	$	(55,082	)
Net loss per share:
Basic and diluted	$	(0.10	)	$	(1.11	)	$	(0.30	)	$	(1.14	)
Number of shares used to calculate net loss per share:
Basic and diluted		40,852			48,308			40,847			48,256

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FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except per share data)

	June 30, 2012			December 31, 2011
	(Unaudited)
ASSETS
Investments, available-for-sale at fair value (amortized cost of $150,595 and $162,575, respectively)	$	161,861		$	172,825
Cash and cash equivalents		31,802			23,751
Premiums and fees receivable, net of allowance of $450 and $364		46,894			41,313
Other assets		6,873			8,005
Property and equipment, net		5,143			3,315
Deferred acquisition costs		3,280			3,243
Identifiable intangible assets		4,800			4,800
TOTAL ASSETS	$	260,653		$	257,252
LIABILITIES AND STOCKHOLDERS’ EQUITY
Loss and loss adjustment expense reserves	$	75,073		$	69,436
Unearned premiums and fees		58,375			50,464
Debentures payable		41,240			41,240
Other liabilities		14,203			13,383
Total liabilities		188,891			174,523
Stockholders’ equity:
Preferred stock, $.01 par value, 10,000 shares authorized		—			—
Common stock, $.01 par value, 75,000 shares authorized; 40,943 and 40,928 shares issued and outstanding, respectively		409			409
Additional paid-in capital		456,488			456,056
Accumulated other comprehensive income		11,266			10,250
Accumulated deficit		(396,401	)		(383,986	)
Total stockholders’ equity		71,762			82,729
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	260,653		$	257,252

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FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES

Supplemental Data

(Unaudited)

PREMIUMS EARNED BY STATE

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Gross premiums earned:
Georgia	$	9,904		$	9,269		$	19,433		$	18,719
Florida		6,847			5,057			12,919			9,896
Texas		5,851			5,753			11,528			11,644
Illinois		5,586			5,617			11,124			11,328
Alabama		4,442			4,176			8,670			8,353
Ohio		3,999			3,545			7,802			7,021
South Carolina		3,222			2,481			6,234			4,951
Tennessee		3,058			2,628			6,010			5,329
Pennsylvania		2,100			2,201			4,147			4,455
Indiana		1,203			1,136			2,379			2,279
Missouri		834			674			1,622			1,400
Mississippi		702			652			1,348			1,306
Total gross premiums earned		47,748			43,189			93,216			86,681
Premiums ceded to reinsurer		(47	)		(46	)		(96	)		(94	)
Total net premiums earned	$	47,701		$	43,143		$	93,120		$	86,587
COMBINED RATIOS (INSURANCE OPERATIONS)
	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Loss and loss adjustment expense		83.3	%		74.6	%		84.4	%		73.6	%
Expense		25.8	%		28.4	%		28.8	%		29.8	%
Combined		109.1	%		103.0	%		113.2	%		103.4	%
POLICIES IN FORCE
	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Policies in force – beginning of period		170,254			160,588			141,862			144,582
Net change during period		(12,459	)		(16,178	)		15,933			(172	)
Policies in force – end of period		157,795			144,410			157,795			144,410

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FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES

Supplemental Data (continued)

(Unaudited)

POLICIES IN FORCE (continued)

The following tables present total PIF for the insurance operations segregated by policies that were sold through our open and closed retail locations as well as our independent agents. For our retail locations, PIF are further segregated by (i) new and renewal and (ii) liability-only or full coverage. New policies are defined as those policies issued to both first-time customers and customers who have reinstated a lapsed or cancelled policy. Renewal policies are those policies which renewed after completing their full uninterrupted policy term. Liability-only policies are defined as those policies including only bodily injury (or no-fault) and property damage coverages, which are the required coverages in most states. For comparative purposes, the PIF data with respect to closed retail locations for each of the periods presented below includes all retail locations closed at June 30, 2012.

	June 30,
	2012		2011
Retail locations:
Open retail locations:
New		75,137		62,680
Renewal		76,598		75,011
		151,735		137,691
Closed retail locations:
New		681		1,504
Renewal		2,307		3,379
		2,988		4,883
Independent agents		3,072		1,836
Total policies in force		157,795		144,410

	June 30,
	2012		2011
Retail locations:
Open retail locations:
Liability-only		89,006		83,736
Full coverage		62,729		53,955
		151,735		137,691
Closed retail locations:
Liability-only		1,758		3,112
Full coverage		1,230		1,771
		2,988		4,883
Independent agents		3,072		1,836
Total policies in force		157,795		144,410

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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 June 30,					Six Months Ended June 30,
	2012			2011		2012			2011
Retail locations – beginning of period		378			385		382			393
Opened		—			—		—			—
Closed		(9	)		—		(13	)		(8	)
Retail locations – end of period		369			385		369			385

RETAIL LOCATIONS BY STATE

	June 30,				March 31,				December 31,
	2012		2011		2012		2011		2011		2010
Alabama		24		24		24		24		24		25
Florida		30		31		30		31		30		31
Georgia		60		60		60		60		60		60
Illinois		63		68		66		68		67		73
Indiana		17		17		17		17		17		17
Mississippi		7		8		8		8		8		8
Missouri		11		12		12		12		12		12
Ohio		27		27		27		27		27		27
Pennsylvania		16		16		16		16		16		16
South Carolina		26		26		26		26		26		26
Tennessee		19		20		19		20		20		20
Texas		69		76		73		76		75		78
Total		369		385		378		385		382		393

SOURCE: First Acceptance Corporation

INVESTOR RELATIONS CONTACT:

Michael J. Bodayle

615.844.2885

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