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): November 6, 2013
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 November 6, 2013, First Acceptance Corporation issued a press release announcing its results of operations for the quarter ended September 30, 2013. 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 |
Description | |
| 99 | Press release dated November 6, 2013 | |
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/ Brent J. Gay | |
| Brent J. Gay | ||
| Chief Financial Officer | ||
Date: November 6, 2013
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 99 | Press release dated November 6, 2013 | |
Exhibit 99
First Acceptance Corporation Reports Operating Results for the Three and Nine Month Periods Ended September 30, 2013
NASHVILLE, TN, November 6, 2013 — First Acceptance Corporation (NYSE: FAC) today reported its financial results for the three and nine month periods ended September 30, 2013.
Operating Results
Revenues for both the three months ended September 30, 2013 and 2012 were $59.6 million. Income before income taxes for the three months ended September 30, 2013 was $2.1 million, compared with income before income taxes of $3.4 million for the same period in the prior year. Net income for the three months ended September 30, 2013 was $1.9 million, or $0.05 per share on a basic and diluted basis, compared with net income of $3.3 million, or $0.08 per share on a basic and diluted basis, for the same period in the prior year. Income before income taxes for the three months ended September 30, 2012 included the recognition of a net realized gain on investments of $3.2 million, or $0.08 per share on a diluted basis.
Revenues for the nine months ended September 30, 2013 increased 5% to $181.4 million from $173.0 million in the same period in the prior year. Income before income taxes for the nine months ended September 30, 2013 was $6.5 million, compared with loss before income taxes of $9.2 million for the same period in the prior year. Net income for the nine months ended September 30, 2013 was $6.0 million, or $0.15 per share on a basic and diluted basis, compared with net loss of $9.1 million, or $0.22 per share on a basic and diluted basis, for the same period in the prior year. The loss before income taxes for the nine months ended September 30, 2012 included the recognition of a net realized gain on investments of $3.2 million, or $0.08 per share on a diluted basis.
Premiums earned increased by $3.1 million, or 7%, to $49.5 million for the three months ended September 30, 2013, from $46.4 million for the same period in the prior year. Premiums earned increased by $11.4 million, or 8%, to $151.0 million for the nine months ended September 30, 2013, from $139.6 million for the same period in the prior year. This improvement was primarily due to the continued sales, marketing, customer interaction and product initiatives, in addition to our recent pricing actions. Excluding closed retail locations, premiums earned increased by 8% and 10% for the three and nine month periods ended September 30, 2013, respectively.
Loss and Loss Adjustment Expense Ratio. The loss and loss adjustment expense ratio was 73.0 percent for the three months ended September 30, 2013, compared with 77.1 percent for the three months ended September 30, 2012. The loss and loss adjustment expense ratio was 72.0 percent for the nine months ended September 30, 2013, compared with 82.0 percent for the nine months ended September 30, 2012. We experienced favorable development related to prior periods of $2.3 million for the three months ended September 30, 2013, compared with favorable development of $0.1 million for the three months ended September 30, 2012. For the nine months ended September 30, 2013, we experienced favorable development related to prior periods of $2.1 million, compared with unfavorable development of $4.4 million for the nine months ended September 30, 2012. The favorable development for the three and nine month periods ended
1
September 30, 2013 was primarily due to lower than expected development related to bodily injury, property damage liability and no-fault claims that occurred in recent calendar quarters, as well as lower than expected development related to bodily injury claims that occurred in calendar years 2011 and 2012. The favorable development for the three months ended September 30, 2013 was offset by unfavorable loss and loss adjustment expenses related to no-fault claims.
Excluding the development related to prior periods, the loss and loss adjustment expense ratios for the three months ended September 30, 2013 and 2012 were 77.7 percent and 77.4 percent, respectively. Excluding the development related to prior periods, the loss and loss adjustment expense ratios for the nine months ended September 30, 2013 and 2012 were 73.4 percent and 78.8 percent, respectively. The year-over-year decrease in the loss and loss adjustment expense ratio was primarily due to the impact of pricing actions taken throughout 2012.
Expense Ratio. The expense ratio was 23.3 percent for the three months ended September 30, 2013, compared with 22.8 percent for the three months ended September 30, 2012. The expense ratio was 23.8 percent for the nine months ended September 30, 2013, compared with 26.8 percent for the nine months ended September 30, 2012. The year-over-year decrease in the expense ratio was primarily due to the increase in premiums earned which resulted in a lower percentage of fixed expenses in our retail operations (such as rent and base salary).
Combined Ratio. The combined ratio was 96.3 percent for the three months ended September 30, 2013, compared with 99.9 percent for the same period in the prior year. For the nine months ended September 30, 2013, the combined ratio was 95.8 percent, compared with 108.8 percent for the same period in the prior year.
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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 September 30, 2013, we leased and operated 363 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. In most states, our employee-agents also sell a complementary insurance product providing personal property and liability coverage for renters underwritten by us. In addition, during the nine months ended September 30, 2013, select retail locations in highly competitive markets in Illinois and Texas began offering non-standard personal automobile insurance serviced and underwritten by other third-party insurance carriers. We are able to complete the entire sales process over the phone or through our consumer-based website or recently-launched mobile platform. In addition to our retail, call center and website, we also sell our products through 13 retail locations operated by independent agents. Additional information about First Acceptance Corporation can be found online at www.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 Annual Report on Form 10-K for the year ended December 31, 2012 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 | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||
| Revenues: |
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| Premiums earned |
$ | 49,467 | $ | 46,444 | $ | 150,988 | $ | 139,564 | ||||||||
| Commission and fee income |
8,632 | 8,287 | 26,391 | 25,040 | ||||||||||||
| Investment income |
1,473 | 1,624 | 4,017 | 5,156 | ||||||||||||
| Net realized gains (losses) on investments, available-for-sale (includes $6, $3,213, $(36) and $3,220, respectively, of accumulated other comprehensive income reclassification for unrealized gains (losses)) |
6 | 3,213 | (36 | ) | 3,220 | |||||||||||
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| 59,578 | 59,568 | 181,360 | 172,980 | |||||||||||||
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| Costs and expenses: |
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| Losses and loss adjustment expenses |
36,132 | 35,828 | 108,724 | 114,418 | ||||||||||||
| Insurance operating expenses |
20,145 | 18,851 | 62,394 | 62,411 | ||||||||||||
| Other operating expenses |
235 | 192 | 687 | 682 | ||||||||||||
| Stock-based compensation |
54 | 97 | 194 | 507 | ||||||||||||
| Depreciation and amortization |
485 | 604 | 1,593 | 1,606 | ||||||||||||
| Interest expense |
431 | 618 | 1,301 | 2,576 | ||||||||||||
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| 57,482 | 56,190 | 174,893 | 182,200 | |||||||||||||
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| Net income (loss) before income taxes |
2,096 | 3,378 | 6,467 | (9,220 | ) | |||||||||||
| Provision (benefit) for income taxes (includes $2, $1,125, $(13) and $1,127, respectively, of income tax expense from reclassifications items) |
164 | 99 | 445 | (84 | ) | |||||||||||
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| Net income (loss) |
$ | 1,932 | $ | 3,279 | $ | 6,022 | $ | (9,136 | ) | |||||||
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| Net income (loss) per share: |
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| Basic |
$ | 0.05 | $ | 0.08 | $ | 0.15 | $ | (0.22 | ) | |||||||
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| Diluted |
$ | 0.05 | $ | 0.08 | $ | 0.15 | $ | (0.22 | ) | |||||||
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| Number of shares used to calculate net income (loss) per share: |
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| Basic |
40,942 | 40,873 | 40,925 | 40,856 | ||||||||||||
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| Diluted |
41,161 | 40,943 | 40,948 | 40,856 | ||||||||||||
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FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except per share data)
| September 30, | December 31, | |||||||
| 2013 | 2012 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Investments, available-for-sale at fair value (amortized cost of $131,170 and $130,342, respectively) |
$ | 135,428 | $ | 139,046 | ||||
| Cash and cash equivalents |
65,506 | 59,104 | ||||||
| Premiums and fees receivable, net of allowance of $377 and $306 |
49,981 | 45,286 | ||||||
| Limited partnership interests, at net asset value |
2,444 | — | ||||||
| Other assets |
10,110 | 6,190 | ||||||
| Property and equipment, net |
3,854 | 4,656 | ||||||
| Deferred acquisition costs |
3,371 | 3,221 | ||||||
| Identifiable intangible assets |
4,800 | 4,800 | ||||||
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| TOTAL ASSETS |
$ | 275,494 | $ | 262,303 | ||||
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Loss and loss adjustment expense reserves |
$ | 84,817 | $ | 79,260 | ||||
| Unearned premiums and fees |
60,756 | 55,092 | ||||||
| Debentures payable |
40,291 | 40,261 | ||||||
| Other liabilities |
15,047 | 14,897 | ||||||
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| Total liabilities |
200,911 | 189,510 | ||||||
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| Stockholders’ equity: |
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| Preferred stock, $.01 par value, 10,000 shares authorized |
— | — | ||||||
| Common stock, $.01 par value, 75,000 shares authorized; 40,967 and 40,962 shares issued and outstanding, respectively |
410 | 410 | ||||||
| Additional paid-in capital |
456,919 | 456,705 | ||||||
| Accumulated other comprehensive income |
4,258 | 8,704 | ||||||
| Accumulated deficit |
(387,004 | ) | (393,026 | ) | ||||
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| Total stockholders’ equity |
74,583 | 72,793 | ||||||
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| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | 275,494 | $ | 262,303 | ||||
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FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
Supplemental Data
(Unaudited)
PREMIUMS EARNED BY STATE
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||
| Gross premiums earned: |
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| Georgia |
$ | 9,320 | $ | 9,694 | $ | 28,858 | $ | 29,127 | ||||||||
| Florida |
7,448 | 6,863 | 23,161 | 19,781 | ||||||||||||
| Texas |
6,075 | 5,520 | 18,065 | 17,049 | ||||||||||||
| Alabama |
5,246 | 4,275 | 15,816 | 12,946 | ||||||||||||
| Illinois |
4,920 | 5,394 | 15,565 | 16,518 | ||||||||||||
| Ohio |
4,519 | 3,940 | 13,563 | 11,741 | ||||||||||||
| South Carolina |
3,840 | 3,172 | 11,534 | 9,406 | ||||||||||||
| Tennessee |
3,095 | 2,960 | 9,316 | 8,971 | ||||||||||||
| Pennsylvania |
2,138 | 2,083 | 6,511 | 6,230 | ||||||||||||
| Indiana |
1,294 | 1,161 | 3,893 | 3,540 | ||||||||||||
| Missouri |
952 | 773 | 2,822 | 2,395 | ||||||||||||
| Mississippi |
669 | 657 | 2,030 | 2,004 | ||||||||||||
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| Total gross premiums earned |
49,516 | 46,492 | 151,134 | 139,708 | ||||||||||||
| Premiums ceded to reinsurer |
(49 | ) | (48 | ) | (146 | ) | (144 | ) | ||||||||
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| Total net premiums earned |
$ | 49,467 | $ | 46,444 | $ | 150,988 | $ | 139,564 | ||||||||
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COMBINED RATIOS (INSURANCE OPERATIONS)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||
| Loss and loss adjustment expense |
73.0 | % | 77.1 | % | 72.0 | % | 82.0 | % | ||||||||
| Expense |
23.3 | % | 22.8 | % | 23.8 | % | 26.8 | % | ||||||||
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| Combined |
96.3 | % | 99.9 | % | 95.8 | % | 108.8 | % | ||||||||
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POLICIES IN FORCE
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||
| Policies in force – beginning of period |
161,045 | 157,795 | 147,176 | 141,862 | ||||||||||||
| Net change during period |
(3,926 | ) | (8,996 | ) | 9,943 | 6,937 | ||||||||||
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| Policies in force – end of period |
157,119 | 148,799 | 157,119 | 148,799 | ||||||||||||
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FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
Supplemental Data (continued)
(Unaudited)
POLICIES IN FORCE (continued)
The following table presents total PIF for the insurance operations segregated by policies that were sold through retail locations, independent agents, and our combined call center and website channels, and include those sold on behalf of third party carriers. For our retail locations, PIF are further segregated by new and renewal. 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.
| September 30, | ||||||||
| 2013 | 2012 | |||||||
| Retail locations: |
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| New |
69,862 | 66,125 | ||||||
| Renewal |
80,769 | 79,484 | ||||||
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| 150,061 | 145,609 | |||||||
| Independent agents |
1,687 | 1,895 | ||||||
| Call center and website |
4,801 | 1,295 | ||||||
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| Total policies in force |
157,119 | 148,799 | ||||||
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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 | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||
| Retail locations – beginning of period |
366 | 369 | 369 | 382 | ||||||||||||
| Opened |
— | — | — | — | ||||||||||||
| Closed |
(3 | ) | — | (6 | ) | (13 | ) | |||||||||
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| Retail locations – end of period |
363 | 369 | 363 | 369 | ||||||||||||
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RETAIL LOCATIONS BY STATE
| September 30, | June 30, | December 31, | ||||||||||||||||||||||
| 2013 | 2012 | 2013 | 2012 | 2012 | 2011 | |||||||||||||||||||
| Alabama |
24 | 24 | 24 | 24 | 24 | 24 | ||||||||||||||||||
| Florida |
30 | 30 | 30 | 30 | 30 | 30 | ||||||||||||||||||
| Georgia |
60 | 60 | 60 | 60 | 60 | 60 | ||||||||||||||||||
| Illinois |
62 | 63 | 62 | 63 | 63 | 67 | ||||||||||||||||||
| Indiana |
17 | 17 | 17 | 17 | 17 | 17 | ||||||||||||||||||
| Mississippi |
7 | 7 | 7 | 7 | 7 | 8 | ||||||||||||||||||
| Missouri |
11 | 11 | 11 | 11 | 11 | 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 | 19 | 19 | 19 | 19 | 20 | ||||||||||||||||||
| Texas |
64 | 69 | 67 | 69 | 69 | 75 | ||||||||||||||||||
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| Total |
363 | 369 | 366 | 369 | 369 | 382 | ||||||||||||||||||
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SOURCE: First Acceptance Corporation
INVESTOR RELATIONS CONTACT:
Michael J. Bodayle
615.844.2885
8