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): May 6, 2014

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 May 6, 2014, First Acceptance Corporation issued a press release announcing its results of operations for the quarter ended March 31, 2014. 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 May 6, 2014

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: May 6, 2014

INDEX TO EXHIBITS

Exhibit No.	Description
99	Press release dated May 6, 2014

EX-99

Exhibit 99

First Acceptance Corporation Reports Operating Results for the Three Month Period Ended March 31, 2014

NASHVILLE, TN, May 6, 2014 — First Acceptance Corporation (NYSE: FAC) today reported its financial results for the three month period ended March 31, 2014.

Operating Results

Revenues for the three months ended March 31, 2014 were $62.5 million, compared with $59.3 million for the same period in the prior year. Income before income taxes for the three months ended March 31, 2014 was $0.5 million, compared with income before income taxes of $2.1 million for the same period in the prior year. Net income for the three months ended March 31, 2014 was $0.5 million, or $0.01 per share on a basic and diluted basis, compared with net income of $2.0 million, or $0.05 per share on a basic and diluted basis, for the same period in the prior year.

Premiums earned for the three months ended March 31, 2014 were $51.7 million, compared with $49.4 million for the same period in the prior year. This improvement was primarily due to a higher percentage of full coverage policies sold and recent pricing actions.

Loss and Loss Adjustment Expense Ratio. The loss and loss adjustment expense ratio was 71.1 percent for the three months ended March 31, 2014, compared with 67.8 percent for the three months ended March 31, 2013. We experienced favorable development related to prior periods of $2.9 million and $2.4 million for the three months ended March 31, 2014 and 2013, respectively. The favorable development for the three months ended March 31, 2014 was primarily related to the lower than expected bodily injury claims related to accident year 2013, partially offset by unfavorable loss and loss adjustment expense development on Florida personal injury protection claims.

Excluding the development related to prior periods, the loss and loss adjustment expense ratio for the three months ended March 31, 2014 and 2013 were 76.8 percent and 72.7 percent, respectively. The year-over-year increase in the loss ratio was primarily due to the impact of an increase in weather-related claims frequency in the collision and property damage coverages.

Expense Ratio. The expense ratio was 29.6 percent for the three months ended March 31, 2014, compared with 29.0 percent for the three months ended March 31, 2013. The year-over-year increase in the expense ratio was primarily due to planned increases in sales headcount and advertising costs.

Combined Ratio. The combined ratio was 100.7 percent for the three months ended March 31, 2014, compared with 96.8 percent for the same period in the prior year.

1

About First Acceptance Corporation

We are principally 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 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 March 31, 2014, we leased and operated 355 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, select retail locations in highly competitive markets in Illinois and Texas offer non-standard personal automobile insurance serviced and underwritten by other third-party insurance carriers. In addition to our retail locations, we are able to complete the entire sales process over the phone via our call center or through the internet via our consumer-based website or mobile platform. We also sell our products through 10 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, 2013 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.

2

FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income

(in thousands, except per share data)

(Unaudited)

	Three Months Ended March 31,
	2014		2013
Revenues:
Premiums earned	$	51,748	$	49,403
Commission and fee income		9,175		8,597
Investment income		1,537		1,276
Net realized gains on investments, available-for-sale (includes $82 and $13, respectively, of accumulated other comprehensive income reclassifications for unrealized gains)		82		13
		62,542		59,289
Costs and expenses:
Losses and loss adjustment expenses		36,817		33,505
Insurance operating expenses		24,029		22,340
Other operating expenses		233		229
Stock-based compensation		46		84
Depreciation and amortization		443		571
Interest expense		427		443
		61,995		57,172
Income before income taxes		547		2,117
Provision for income taxes (includes $29 and $5, respectively, of income tax expense from reclassification items)		36		93
Net income	$	511	$	2,024
Net income per share:
Basic	$	0.01	$	0.05
Diluted	$	0.01	$	0.05
Number of shares used to calculate net income per share:
Basic		40,970		40,910
Diluted		41,283		40,939

3

FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except per share data)

	March 31, 2014			December 31, 2013
	(Unaudited)
ASSETS
Investments, available-for-sale at fair value (amortized cost of $128,185 and $126,873, respectively)	$	133,213		$	130,248
Cash and cash equivalents		77,132			72,033
Premiums and fees receivable, net of allowance of $310 and $311		62,862			46,228
Limited partnership interests		7,867			7,513
Other assets		6,145			6,471
Property and equipment, net		3,419			3,512
Deferred acquisition costs		3,654			2,902
Identifiable intangible assets		4,800			4,800
TOTAL ASSETS	$	299,092		$	273,707
LIABILITIES AND STOCKHOLDERS’ EQUITY
Loss and loss adjustment expense reserves	$	85,951		$	84,286
Unearned premiums and fees		75,998			55,983
Debentures payable		40,311			40,301
Other liabilities		17,696			16,205
Total liabilities		219,956			196,775
Stockholders’ equity:
Preferred stock, $.01 par value, 10,000 shares authorized		—			—
Common stock, $.01 par value, 75,000 shares authorized; 40,981 and 40,983 shares issued and outstanding, respectively		410			410
Additional paid-in capital		457,033			456,993
Accumulated other comprehensive income		5,028			3,375
Accumulated deficit		(383,335	)		(383,846	)
Total stockholders’ equity		79,136			76,932
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	299,092		$	273,707

4

FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES

Supplemental Data

(Unaudited)

PREMIUMS EARNED BY STATE

	Three Months Ended March 31,
	2014			2013
Gross premiums earned:
Georgia	$	9,581		$	9,651
Florida		7,963			7,621
Texas		6,468			5,822
Alabama		5,253			5,048
Ohio		5,149			4,360
Illinois		4,729			5,317
South Carolina		4,008			3,659
Tennessee		3,186			3,040
Pennsylvania		2,146			2,144
Indiana		1,431			1,245
Missouri		1,138			887
Mississippi		750			657
Total gross premiums earned		51,802			49,451
Premiums ceded		(54	)		(48	)
Total net premiums earned	$	51,748		$	49,403

COMBINED RATIOS (INSURANCE OPERATIONS)

	Three Months Ended March 31,
	2014			2013
Loss		71.1	%		67.8	%
Expense		29.6	%		29.0	%
Combined		100.7	%		96.8	%

5

POLICIES IN FORCE

	Three Months Ended March 31,
	2014		2013
Policies in force – beginning of period		154,183		147,500
Net increase during period		27,894		26,956
Policies in force – end of period		182,077		174,456

NUMBER OF RETAIL LOCATIONS

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

	Three Months Ended
	March 31,
	2014			2013
Retail locations – beginning of period		360			369
Opened		—			—
Closed		(5	)		(2	)
Retail locations – end of period		355			367

RETAIL LOCATIONS BY STATE

	March 31,				December 31,
	2014		2013		2013		2012
Alabama		24		24		24		24
Florida		30		30		30		30
Georgia		60		60		60		60
Illinois		61		62		61		63
Indiana		17		17		17		17
Mississippi		7		7		7		7
Missouri		11		11		11		11
Ohio		27		27		27		27
Pennsylvania		16		16		16		16
South Carolina		25		26		25		26
Tennessee		19		19		19		19
Texas		58		68		63		69
Total		355		367		360		369

SOURCE: First Acceptance Corporation

INVESTOR RELATIONS CONTACT:

Michael J. Bodayle

615.844.2885

6