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 10, 2016
FIRST ACCEPTANCE CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-12117 |
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75-1328153 |
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(State or Other Jurisdiction |
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(Commission |
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(I.R.S. Employer |
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3813 Green Hills Village Drive Nashville, Tennessee |
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37215 |
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(Address of Principal Executive Offices) |
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(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):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 10, 2016, First Acceptance Corporation issued a press release announcing its results of operations for the quarter ended September 30, 2016. 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
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Exhibit No. |
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Description |
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99 |
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Press release dated November 10, 2016 |
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.
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FIRST ACCEPTANCE CORPORATION |
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By: |
/s/ Brent J. Gay |
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Brent J. Gay |
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Chief Financial Officer |
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Date: November 10, 2016 |
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Exhibit No. |
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Description |
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99 |
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Press release dated November 10, 2016 |
Exhibit 99
First Acceptance Corporation Reports Operating Results for the Three and Nine Months Ended September 30, 2016
NASHVILLE, TN, November 10, 2016 – First Acceptance Corporation (NYSE: FAC) today reported its financial results for the three and nine months ended September 30, 2016.
Operating Results
Loss before income taxes, for the three months ended September 30, 2016 was $0.3 million, compared with $4.5 million for the three months ended September 30, 2015. Net loss for the three months ended September 30, 2016 was $0.3 million, compared with $3.0 million for the three months ended September 30, 2015. Basic and diluted net loss per share were $0.01 for the three months ended September 30, 2016, compared with $0.07 for the same period in the prior year.
Loss before income taxes, for the nine months ended September 30, 2016 was $39.3 million, compared with $3.0 million for the nine months ended September 30, 2015. Net loss for the nine months ended September 30, 2016 was $25.7 million, compared with $2.2 million for the nine months ended September 30, 2015. Basic and diluted net loss per share were $0.63 for the nine months ended September 30, 2016, compared with $0.05 for the same period in the prior year.
For the three and nine months ended September 30, 2016, we recognized $0.1 million of favorable prior period loss development and $27.5 million of unfavorable prior period loss development, respectively. Additionally, the results for these periods were favorably impacted by net realized gains on investments of $4.9 million from the sales of fixed maturities that were sold to increase the statutory capital and surplus of our insurance company subsidiaries. The nine months ended September 30, 2016 also includes a $1.2 million gain on sale of foreclosed real estate. The three and nine months ended September 30, 2015 included $3.4 million and $3.6 million, respectively, of costs related to a litigation settlement.
Recently-appointed President and Chief Executive Officer, Ken Russell, commented “There have been extreme challenges within the automobile insurance industry over the last year, particularly in the non-standard sector. My goal is to return the Company to profitability by combating these obstacles through a focus on appropriate pricing and risk segmentation of our product and efficient processing of claims.”
Loss Ratio. The loss ratio was 92.6% for the three months ended September 30, 2016, compared with 85.0% for the three months ended September 30, 2015. The loss ratio was 104.8% for the nine months ended September 30, 2016, compared with 81.2% for the nine months ended September 30, 2015. We experienced favorable development related to prior periods of $0.1 million and unfavorable development related to prior periods of $27.5 million for the three and nine months ended September 30, 2016, respectively. This unfavorable development for the nine months ended September 30, 2016 was the result of increased losses primarily from the 2015 accident year across all major coverages. The most significant causes of the development were a greater than usual emergence of reported claims and higher bodily injury severity.
Excluding prior period development, the loss ratio for the 2016 accident year is now estimated to be 92.7%. This elevated loss ratio is primarily due to higher than expected claim frequency across all major coverages and higher bodily injury severity. We believe that an increase in distracted driving, along with an increase in the number of miles driven by insured drivers as a result of lower gas prices and a favorable economy has been a contributing factor to an industry-wide increase in frequency. In response, the Company has continued to implement aggressive rate and underwriting actions as warranted at a state and coverage level and strengthen its claims organization and processes.
Revenues. Revenues for the three months ended September 30, 2016 increased 17% to $102.1 million from $87.6 million in the same period in the prior year. Revenues for the nine months ended September 30, 2016 increased 24% to $301.8 million from $243.4 million in the same period in the prior year.
Premiums earned increased by $9.2 million, or 14%, to $76.7 million for the three months ended September 30, 2016, from $67.5 million for the three months ended September 30, 2015. For the nine months ended September 30, 2016 premiums earned increased by $36.6 million, or 19%, to $234.0 million from $197.4 million for the nine months ended September 30, 2015. This improvement was primarily due to higher average premiums resulting from our recent rate increases.
Commission and fee income increased by $0.3 million, or 1%, to $19.3 million for the three months ended September 30, 2016, from $19.0 million for the three months ended September 30, 2015. For the nine months ended September 30, 2016, commission and fee income increased by $15.8 million, or 37%, to $58.1 million from $42.3 million for the nine months ended September 30, 2015, primarily as a result of revenue from the former Titan retail locations acquired on July 1, 2015. Commission and fee income also increased as a result of higher fee income related to commissionable ancillary products sold through our previously-existing retail locations.
1
Expense Ratio. The expense ratio was 13.8% for the three months ended September 30, 2016, compared with 16.3% for the three months ended September 30, 2015. The expense ratio was 14.3% for the nine months ended September 30, 2016, compared with 18.9% for the nine months ended September 30, 2015. 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) and our ongoing efforts on cost containment.
Combined Ratio. increased to 106.4% for the three months ended September 30, 2016 from 101.3% for the three months ended September 30, 2015. For the nine months ended September 30, 2016, the combined ratio increased to 119.1% from 100.1% for the nine months ended September 30, 2015.
Next Release of Financial Results
We currently plan to report our financial results for the three months and year ending December 31, 2016 on March 14, 2017.
About First Acceptance Corporation
We are principally a retailer, servicer and underwriter of non-standard personal automobile insurance based in Nashville, Tennessee. Our insurance operations generate revenues from selling non-standard personal automobile insurance policies and related products in 17 states. We conduct our servicing and underwriting operations in 14 states and are licensed as an insurer in 12 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 or driving record and/or vehicle type.
At September 30, 2016, we leased and operated 369 retail locations and a call center 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, retail locations in some markets offer non-standard personal automobile insurance serviced and underwritten by other third-party insurance carriers for which we receive a commission. 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. On a limited basis, we also sell our products through selected retail locations operated by independent agents. Additional information about First Acceptance Corporation can be found online at www.acceptance.com.
This press release contains forward-looking statements, including statements about the expected effects of the recently completed acquisition. 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, 2015 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 Operations and Comprehensive Loss
(unaudited)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2016 |
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2015 |
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2016 |
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2015 |
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Revenues: |
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Premiums earned |
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$ |
76,740 |
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$ |
67,508 |
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$ |
233,997 |
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$ |
197,423 |
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Commission and fee income |
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19,291 |
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18,974 |
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58,055 |
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42,252 |
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Investment income |
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1,187 |
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1,144 |
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3,795 |
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3,695 |
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Gain on sale of foreclosed real estate |
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— |
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— |
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1,237 |
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— |
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Net realized gains (losses) on investments, available-for- sale (includes $4,892 and $4,745, respectively, of accumulated other comprehensive loss reclassification for net unrealized gains in 2016) |
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4,897 |
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(6 |
) |
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4,733 |
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(13 |
) |
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102,115 |
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87,620 |
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301,817 |
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243,357 |
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Costs and expenses: |
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Losses and loss adjustment expenses |
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71,079 |
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57,367 |
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245,262 |
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160,304 |
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Insurance operating expenses |
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28,940 |
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29,309 |
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88,901 |
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78,039 |
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Other operating expenses |
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369 |
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295 |
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932 |
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|
881 |
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Litigation settlement |
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— |
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3,406 |
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— |
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3,645 |
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Stock-based compensation |
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59 |
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37 |
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164 |
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109 |
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Depreciation |
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667 |
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|
424 |
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1,934 |
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1,224 |
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Amortization of identifiable intangibles assets |
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|
240 |
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254 |
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|
717 |
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|
261 |
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Interest expense |
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1,088 |
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1,052 |
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3,213 |
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|
1,924 |
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|
|
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|
102,442 |
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92,144 |
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341,123 |
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|
246,387 |
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Loss before income taxes |
|
|
(327 |
) |
|
|
(4,524 |
) |
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|
(39,306 |
) |
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|
(3,030 |
) |
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Provision (benefit) for income taxes |
|
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6 |
|
|
|
(1,506 |
) |
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(13,571 |
) |
|
|
(813 |
) |
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Net loss |
|
$ |
(333 |
) |
|
$ |
(3,018 |
) |
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$ |
(25,735 |
) |
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$ |
(2,217 |
) |
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Net loss per share: |
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|
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|
|
|
|
|
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|
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Basic and diluted |
|
$ |
(0.01 |
) |
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$ |
(0.07 |
) |
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$ |
(0.63 |
) |
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$ |
(0.05 |
) |
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Number of shares used to calculate net loss per share: |
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|
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|
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Basic and diluted |
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41,096 |
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|
41,041 |
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41,074 |
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41,026 |
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Reconciliation of net loss to other comprehensive loss: |
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|
|
|
|
|
|
|
|
|
|
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Net loss |
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$ |
(333 |
) |
|
$ |
(3,018 |
) |
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$ |
(25,735 |
) |
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$ |
(2,217 |
) |
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Unrealized change in investments: |
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|
|
|
|
|
|
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|
|
|
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Unrealized change in investments arising during the period, net of tax of $4, $(17), $1,621 and $(609), respectively |
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7 |
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(32 |
) |
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|
3,009 |
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|
|
(1,131 |
) |
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Reclassification of net realized gains on investments, available-for-sale, included in net loss, net of tax of $(1,712) and $(1,661), respectively, in 2016 |
|
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(3,180 |
) |
|
|
— |
|
|
|
(3,084 |
) |
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|
— |
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Comprehensive loss |
|
$ |
(3,506 |
) |
|
$ |
(3,050 |
) |
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$ |
(25,810 |
) |
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$ |
(3,348 |
) |
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|
|
|
|
|
|
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|
|
|
|
|
|
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Detail of net realized gains (losses) on investments, available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net realized gains (losses) on sales and redemptions |
|
$ |
4,897 |
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|
$ |
(6 |
) |
|
$ |
4,880 |
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|
$ |
(13 |
) |
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Other-than-temporary impairment charges |
|
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— |
|
|
|
— |
|
|
|
(147 |
) |
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|
— |
|
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Net realized gains (losses) on investments, available-for- sale |
|
$ |
4,897 |
|
|
$ |
(6 |
) |
|
$ |
4,733 |
|
|
$ |
(13 |
) |
3
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except per share data)
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September 30, |
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December 31, |
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||
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2016 |
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2015 |
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(Unaudited) |
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ASSETS |
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Investments, available-for-sale at fair value (amortized cost of $119,780 and $128,304, respectively) |
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$ |
122,646 |
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$ |
131,582 |
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Cash, cash equivalents, and restricted cash |
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143,371 |
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115,587 |
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Premiums, fees, and commissions receivable, net of allowance of $451 and $454, respectively |
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75,770 |
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|
69,881 |
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Receivable for securities |
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20,026 |
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|
|
— |
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Deferred tax assets, net |
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32,216 |
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18,301 |
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Other investments |
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9,653 |
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|
11,256 |
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Other assets |
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6,613 |
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6,950 |
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Property and equipment, net |
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5,292 |
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|
5,141 |
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Deferred acquisition costs |
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5,750 |
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|
5,509 |
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Goodwill |
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29,384 |
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29,429 |
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Identifiable intangible assets, net |
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7,814 |
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|
8,491 |
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TOTAL ASSETS |
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$ |
458,535 |
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$ |
402,127 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Loss and loss adjustment expense reserves |
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$ |
164,700 |
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$ |
122,071 |
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Unearned premiums and fees |
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|
89,820 |
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|
|
83,426 |
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Debentures payable |
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|
40,290 |
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|
40,256 |
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Term loan from principal stockholder |
|
|
29,773 |
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|
|
29,753 |
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Payable for securities |
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|
37,929 |
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|
|
— |
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|
Accrued expenses |
|
|
7,265 |
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|
|
7,345 |
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Other liabilities |
|
|
10,693 |
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|
|
15,606 |
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Total liabilities |
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|
380,470 |
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|
|
298,457 |
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Stockholders’ equity: |
|
|
|
|
|
|
|
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Preferred stock, $.01 par value, 10,000 shares authorized |
|
|
— |
|
|
|
— |
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|
Common stock, $.01 par value, 75,000 shares authorized; 41,096 issued and outstanding |
|
|
411 |
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|
|
411 |
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|
Additional paid-in capital |
|
|
457,681 |
|
|
|
457,476 |
|
|
Accumulated other comprehensive income, net of tax of $22 and $62, respectively |
|
|
3,416 |
|
|
|
3,491 |
|
|
Accumulated deficit |
|
|
(383,443 |
) |
|
|
(357,708 |
) |
|
Total stockholders’ equity |
|
|
78,065 |
|
|
|
103,670 |
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
$ |
458,535 |
|
|
$ |
402,127 |
|
4
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
Supplemental Data
(Unaudited)
PREMIUMS EARNED BY STATE
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Three Months Ended |
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Nine Months Ended |
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September 30, |
|
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September 30, |
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2016 |
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2015 |
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2016 |
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2015 |
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Gross premiums earned: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Georgia |
|
$ |
16,344 |
|
|
$ |
13,079 |
|
|
$ |
47,672 |
|
|
$ |
37,619 |
|
|
Florida |
|
|
11,524 |
|
|
|
10,231 |
|
|
|
35,309 |
|
|
|
30,639 |
|
|
Texas |
|
|
10,402 |
|
|
|
8,990 |
|
|
|
32,285 |
|
|
|
26,365 |
|
|
Ohio |
|
|
7,568 |
|
|
|
6,688 |
|
|
|
23,258 |
|
|
|
19,814 |
|
|
Alabama |
|
|
7,143 |
|
|
|
6,238 |
|
|
|
21,193 |
|
|
|
18,333 |
|
|
South Carolina |
|
|
6,718 |
|
|
|
5,115 |
|
|
|
20,664 |
|
|
|
14,691 |
|
|
Illinois |
|
|
4,982 |
|
|
|
6,030 |
|
|
|
16,238 |
|
|
|
18,213 |
|
|
Tennessee |
|
|
4,842 |
|
|
|
4,486 |
|
|
|
14,830 |
|
|
|
12,141 |
|
|
Pennsylvania |
|
|
2,406 |
|
|
|
2,303 |
|
|
|
7,399 |
|
|
|
6,923 |
|
|
Indiana |
|
|
2,322 |
|
|
|
2,003 |
|
|
|
6,994 |
|
|
|
5,869 |
|
|
Missouri |
|
|
1,307 |
|
|
|
1,451 |
|
|
|
4,693 |
|
|
|
4,315 |
|
|
Mississippi |
|
|
965 |
|
|
|
852 |
|
|
|
3,003 |
|
|
|
2,540 |
|
|
Virginia |
|
|
235 |
|
|
|
138 |
|
|
|
700 |
|
|
|
232 |
|
|
California |
|
|
99 |
|
|
|
— |
|
|
|
99 |
|
|
|
— |
|
|
Total gross premiums earned |
|
|
76,857 |
|
|
|
67,604 |
|
|
|
234,337 |
|
|
|
197,694 |
|
|
Premiums ceded to reinsurer |
|
|
(117 |
) |
|
|
(96 |
) |
|
|
(340 |
) |
|
|
(271 |
) |
|
Total net premiums earned |
|
$ |
76,740 |
|
|
$ |
67,508 |
|
|
$ |
233,997 |
|
|
$ |
197,423 |
|
COMBINED RATIOS (INSURANCE OPERATIONS)
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
||||
|
Loss |
|
|
92.6 |
% |
|
|
85.0 |
% |
|
|
104.8 |
% |
|
|
81.2 |
% |
|
Expense |
|
|
13.8 |
% |
|
|
16.3 |
% |
|
|
14.3 |
% |
|
|
18.9 |
% |
|
Combined |
|
|
106.4 |
% |
|
|
101.3 |
% |
|
|
119.1 |
% |
|
|
100.1 |
% |
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, |
|
||||||||||
|
|
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
||||
|
Retail locations – beginning of period |
|
|
409 |
|
|
|
359 |
|
|
|
440 |
|
|
|
356 |
|
|
Opened |
|
|
— |
|
|
|
— |
|
|
|
4 |
|
|
|
5 |
|
|
Acquired |
|
|
— |
|
|
|
83 |
|
|
|
— |
|
|
|
83 |
|
|
Closed |
|
|
(40 |
) |
|
|
(4 |
) |
|
|
(75 |
) |
|
|
(6 |
) |
|
Retail locations – end of period |
|
|
369 |
|
|
|
438 |
|
|
|
369 |
|
|
|
438 |
|
5
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
Supplemental Data (continued)
(Unaudited)
RETAIL LOCATIONS BY STATE
|
|
|
September 30, |
|
|
June 30, |
|
|
December 31, |
|
|||||||||||||||
|
|
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
|
2015 |
|
|
2014 |
|
||||||
|
Alabama |
|
|
23 |
|
|
|
24 |
|
|
|
24 |
|
|
|
24 |
|
|
|
24 |
|
|
|
24 |
|
|
Arizona |
|
|
10 |
|
|
|
10 |
|
|
|
10 |
|
|
|
— |
|
|
|
10 |
|
|
|
— |
|
|
California |
|
|
47 |
|
|
|
48 |
|
|
|
47 |
|
|
|
— |
|
|
|
48 |
|
|
|
— |
|
|
Florida |
|
|
34 |
|
|
|
39 |
|
|
|
34 |
|
|
|
35 |
|
|
|
39 |
|
|
|
31 |
|
|
Georgia |
|
|
53 |
|
|
|
60 |
|
|
|
60 |
|
|
|
60 |
|
|
|
60 |
|
|
|
60 |
|
|
Illinois |
|
|
39 |
|
|
|
58 |
|
|
|
41 |
|
|
|
60 |
|
|
|
61 |
|
|
|
60 |
|
|
Indiana |
|
|
16 |
|
|
|
17 |
|
|
|
17 |
|
|
|
17 |
|
|
|
17 |
|
|
|
17 |
|
|
Mississippi |
|
|
6 |
|
|
|
7 |
|
|
|
7 |
|
|
|
7 |
|
|
|
7 |
|
|
|
7 |
|
|
Missouri |
|
|
6 |
|
|
|
9 |
|
|
|
9 |
|
|
|
9 |
|
|
|
9 |
|
|
|
10 |
|
|
Nevada |
|
|
4 |
|
|
|
4 |
|
|
|
4 |
|
|
|
— |
|
|
|
4 |
|
|
|
— |
|
|
New Mexico |
|
|
5 |
|
|
|
5 |
|
|
|
5 |
|
|
|
— |
|
|
|
5 |
|
|
|
— |
|
|
Ohio |
|
|
27 |
|
|
|
27 |
|
|
|
27 |
|
|
|
27 |
|
|
|
27 |
|
|
|
27 |
|
|
Pennsylvania |
|
|
11 |
|
|
|
14 |
|
|
|
13 |
|
|
|
15 |
|
|
|
14 |
|
|
|
15 |
|
|
South Carolina |
|
|
20 |
|
|
|
25 |
|
|
|
23 |
|
|
|
25 |
|
|
|
24 |
|
|
|
25 |
|
|
Tennessee |
|
|
23 |
|
|
|
23 |
|
|
|
23 |
|
|
|
23 |
|
|
|
23 |
|
|
|
22 |
|
|
Texas |
|
|
45 |
|
|
|
68 |
|
|
|
65 |
|
|
|
57 |
|
|
|
68 |
|
|
|
58 |
|
|
Total |
|
|
369 |
|
|
|
438 |
|
|
|
409 |
|
|
|
359 |
|
|
|
440 |
|
|
|
356 |
|
SOURCE: First Acceptance Corporation
INVESTOR RELATIONS CONTACT:
Michael J. Bodayle
615.844.2885
6