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): March 14, 2017
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 March 14, 2017, First Acceptance Corporation issued a press release announcing its results of operations for the quarter and year ended December 31, 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 March 14, 2017 |
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: March 14, 2017 |
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Exhibit No. |
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Description |
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99 |
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Press release dated March 14, 2017 |
Exhibit 99
First Acceptance Corporation Reports Operating Results for the Quarter and Year Ended December 31, 2016
NASHVILLE, TN, March 14, 2017 – First Acceptance Corporation (NYSE: FAC) today reported its financial results for the quarter and year ended December 31, 2016.
Operating Results
Revenues for the three months ended December 31, 2016 decreased 1% to $87.8 million from $88.5 million in the same period in the prior year. Revenues for the year ended December 31, 2016 increased 17% to $389.6 million from $331.9 million in the same period in the prior year.
Loss before income taxes for the three months ended December 31, 2016 was $5.8 million, compared with income before income taxes of $0.5 million for the three months ended December 31, 2015. Net loss for the three months ended December 31, 2016 was $3.5 million, compared with net income of $0.3 million for the three months ended December 31, 2015. For the three months ended December 31, 2016, we recognized $2.6 million of unfavorable prior period loss development.
Loss before income taxes for the year ended December 31, 2016 was $45.1 million, compared with loss before income taxes of $2.6 million for the year ended December 31, 2015. Net loss for the year ended December 31, 2016 was $29.3 million, compared with net loss of $1.9 million for the year ended December 31, 2015.
For the year ended December 31, 2016, we recognized $30.6 million of unfavorable prior period loss development. Conversely, the year was favorably impacted by a $1.2 million gain on the sale of foreclosed real estate along with net realized gains on investments of $4.8 million from the sales of fixed maturities that were sold to increase the statutory capital and surplus of our insurance company subsidiaries. The year ended December 31, 2015 included $3.7 million of costs related to a litigation settlement.
President and Chief Executive Officer, Ken Russell, commented “While the loss ratio for the recent quarter was negatively impacted by additional loss development, we believe that there are indications that the cloud of uncertainty from prior period losses is coming to an end. Remaining committed to our goal of returning the Company to profitability, management has made significant efforts to improve our risk management through rate increases, risk segmentation and key additions to the senior staff of our claims handling and product teams. Numerous initiatives have been implemented as part of our strategic plan to curtail unprofitable production, and positive trends are anticipated regarding both claims severity and frequency.”
Loss Ratio. The loss ratio was 91.9% for the three months ended December 31, 2016, compared with 84.4% for the three months ended December 31, 2015. The loss ratio was 101.9% for the year ended December 31, 2016, compared with 82.0% for the year ended December 31, 2015. We experienced unfavorable development related to prior periods of $2.6 million for the three months ended December 31, 2016, compared with favorable development related to prior periods of $0.1 million for the three months ended December 31, 2015. For the year ended December 31, 2016, we experienced unfavorable development related to prior periods of $30.6 million, compared with $0.8 million for the year ended December 31, 2015. The unfavorable loss development for the year ended December 31, 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 the development related to prior periods for the three months ended December 31, 2016 and 2015, the loss ratios were 88.2% and 88.5%, respectively. Excluding the development related to prior fiscal years, the loss ratios for the years ended December 31, 2016 and 2015 were 91.8% and 81.7%, respectively. The year-over-year increase in the loss ratio was primarily due to higher than expected claim frequency across all major coverages and higher bodily injury severity. We believe that an increase in the number of miles driven by insured drivers as a result of lower gas prices and a favorable economy, along with an increase in distracted driving, 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. These rate actions, as well as changes in coverage mix, the number of vehicles and vehicle type insured, have resulted in a 13.6% year-over-year increase in our average in-force premium.
Revenues. Premiums earned decreased slightly to $69.3 million for the three months ended December 31, 2016, from $69.6 million for the three months ended December 31, 2015. For the year ended December 31, 2016 premiums earned increased by $36.3 million, or 13.6%, to $303.3 million from $267.0 million for the year ended December 31, 2015. This improvement was due to higher average premiums resulting from our rate increases throughout the year. While during 2016, our total policies-in-force declined 14.5%, this targeted decline was more than offset by a 13.6% year-over-year increase in our average in-force premium.
1
Commission and fee income decreased slightly to $17.5 million for the three months ended December 31, 2016, from $17.6 million for the three months ended December 31, 2015. Commission and fee income increased by $15.7 million, or 26%, to $75.6 million for the year ended December 31, 2016, from $59.9 million for the year ended December 31, 2015. Revenue from the former Titan retail locations acquired on July 1, 2015 accounted for the majority of the year-over-year increase. The remaining increase in commission and fee income was a result of higher fee income related to commissionable ancillary products sold through our previously-existing retail locations.
Expense Ratio. The expense ratio was 15.7% for the three months ended December 31, 2016, compared with 14.9% for the three months ended December 31, 2015. The expense ratio was 14.6% for the year ended December 31, 2016, compared with 17.8% for the year ended December 31, 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 our efforts on cost containment.
Combined Ratio. The combined ratio increased to 107.6% for the three months ended December 31, 2016 from 99.3% for the three months ended December 31, 2015. For the year ended December 31, 2016, the combined ratio increased to 116.5% from 99.8% for the year ended December 31, 2015.
Next Release of Financial Results
We currently plan to report our financial results for the three months ending March 31, 2017 on May 9, 2017 which will also serve at the date of our 2017 Annual Meeting of Stockholders.
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 December 31, 2016, we leased and operated 355 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.
Forward-Looking Statements
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, 2016 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
(in thousands, except per share data)
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Three Months Ended |
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Year Ended |
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December 31, |
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December 31, |
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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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$ |
69,331 |
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$ |
69,564 |
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$ |
303,328 |
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$ |
266,987 |
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Commission and fee income |
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17,541 |
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17,640 |
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75,596 |
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59,892 |
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Investment income |
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|
854 |
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1,329 |
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4,649 |
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5,024 |
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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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— |
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Net realized gains (losses) on investments, available-for-sale (includes $4,745 of accumulated other comprehensive loss reclassification for net unrealized gains in 2016) |
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80 |
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2 |
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4,813 |
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(11 |
) |
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87,806 |
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88,535 |
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389,623 |
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331,892 |
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Costs and expenses: |
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Losses and loss adjustment expenses |
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63,740 |
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58,727 |
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309,002 |
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219,031 |
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Insurance operating expenses |
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27,609 |
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27,215 |
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116,510 |
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105,254 |
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Other operating expenses |
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287 |
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245 |
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1,219 |
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1,126 |
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Litigation settlement |
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— |
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32 |
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— |
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3,677 |
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Stock-based compensation |
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43 |
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35 |
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207 |
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144 |
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Depreciation |
|
|
606 |
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|
527 |
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|
|
2,540 |
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|
|
1,751 |
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Amortization of identifiable intangible assets |
|
|
239 |
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|
|
253 |
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|
|
956 |
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|
|
514 |
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Interest expense |
|
|
1,106 |
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|
|
1,043 |
|
|
|
4,319 |
|
|
|
2,967 |
|
|
|
|
|
93,630 |
|
|
|
88,077 |
|
|
|
434,753 |
|
|
|
334,464 |
|
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(Loss) income before income taxes |
|
|
(5,824 |
) |
|
|
458 |
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|
|
(45,130 |
) |
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(2,572 |
) |
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(Benefit) provision for income taxes |
|
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(2,277 |
) |
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171 |
|
|
|
(15,848 |
) |
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(642 |
) |
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Net (loss) income |
|
$ |
(3,547 |
) |
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$ |
287 |
|
|
$ |
(29,282 |
) |
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$ |
(1,930 |
) |
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Net (loss) income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic |
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$ |
(0.09 |
) |
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$ |
0.01 |
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$ |
(0.71 |
) |
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$ |
(0.05 |
) |
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Diluted |
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$ |
(0.09 |
) |
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$ |
0.01 |
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$ |
(0.71 |
) |
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$ |
(0.05 |
) |
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Number of shares used to calculate net (loss) income per share: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic |
|
|
41,041 |
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|
|
41,041 |
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|
|
41,085 |
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|
|
41,030 |
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Diluted |
|
|
41,041 |
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|
|
41,375 |
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|
|
41,085 |
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|
|
41,030 |
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3
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except per share data)
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December 31, |
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|||||
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2016 |
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2015 |
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ASSETS |
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Investments, available-for-sale at fair value (amortized cost of $117,902 and $128,304, respectively) |
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$ |
117,212 |
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$ |
131,582 |
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Cash, cash equivalents, and restricted cash |
|
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118,681 |
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|
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115,587 |
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Premiums, fees, and commissions receivable, net of allowance of $279 and $454 |
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66,393 |
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69,881 |
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Deferred tax assets, net |
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35,641 |
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|
|
18,301 |
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Other investments |
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9,994 |
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|
|
11,256 |
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Other assets |
|
|
6,078 |
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|
|
6,950 |
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Property and equipment, net |
|
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4,213 |
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|
|
5,141 |
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Deferred acquisition costs |
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4,852 |
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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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7,626 |
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|
|
8,491 |
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TOTAL ASSETS |
|
$ |
400,074 |
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$ |
402,127 |
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|
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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|
|
|
|
|
|
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Loss and loss adjustment expense reserves |
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$ |
161,079 |
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$ |
122,071 |
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Unearned premiums and fees |
|
|
78,861 |
|
|
|
83,426 |
|
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Debentures payable |
|
|
40,302 |
|
|
|
40,256 |
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|
Term loan from principal stockholder |
|
|
29,779 |
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|
|
29,753 |
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Accrued expenses |
|
|
7,089 |
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|
|
7,345 |
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Other liabilities |
|
|
10,476 |
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|
|
15,606 |
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Total liabilities |
|
|
327,586 |
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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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— |
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Common stock, $.01 par value, 75,000 shares authorized; 41,160 and 41,060 issued and outstanding, respectively |
|
|
412 |
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|
|
411 |
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Additional paid-in capital |
|
|
457,750 |
|
|
|
457,476 |
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|
Accumulated other comprehensive income, net of tax of $(1,110) and $62, respectively |
|
|
1,316 |
|
|
|
3,491 |
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Accumulated deficit |
|
|
(386,990 |
) |
|
|
(357,708 |
) |
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Total stockholders’ equity |
|
|
72,488 |
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|
|
103,670 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
$ |
400,074 |
|
|
$ |
402,127 |
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4
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
Supplemental Data
(Unaudited)
PREMIUMS EARNED BY STATE
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Three Months Ended |
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Year Ended |
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December 31, |
|
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December 31, |
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2016 |
|
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2015 |
|
|
2016 |
|
|
2015 |
|
||||
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Gross premiums earned: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Georgia |
|
$ |
15,660 |
|
|
$ |
13,668 |
|
|
$ |
63,332 |
|
|
$ |
51,287 |
|
|
Florida |
|
|
10,571 |
|
|
|
10,463 |
|
|
|
45,880 |
|
|
|
41,102 |
|
|
Texas |
|
|
8,869 |
|
|
|
9,406 |
|
|
|
41,154 |
|
|
|
35,771 |
|
|
Ohio |
|
|
7,118 |
|
|
|
6,931 |
|
|
|
30,376 |
|
|
|
26,745 |
|
|
Alabama |
|
|
6,970 |
|
|
|
6,278 |
|
|
|
28,163 |
|
|
|
24,611 |
|
|
South Carolina |
|
|
4,851 |
|
|
|
5,563 |
|
|
|
25,515 |
|
|
|
20,254 |
|
|
Tennessee |
|
|
4,500 |
|
|
|
4,561 |
|
|
|
19,330 |
|
|
|
16,702 |
|
|
Illinois |
|
|
4,495 |
|
|
|
5,837 |
|
|
|
20,733 |
|
|
|
24,050 |
|
|
Indiana |
|
|
2,250 |
|
|
|
2,085 |
|
|
|
9,244 |
|
|
|
7,954 |
|
|
Pennsylvania |
|
|
2,219 |
|
|
|
2,301 |
|
|
|
9,618 |
|
|
|
9,224 |
|
|
Mississippi |
|
|
869 |
|
|
|
858 |
|
|
|
3,872 |
|
|
|
3,398 |
|
|
Missouri |
|
|
704 |
|
|
|
1,529 |
|
|
|
5,397 |
|
|
|
5,844 |
|
|
California |
|
|
217 |
|
|
|
— |
|
|
|
316 |
|
|
|
— |
|
|
Virginia |
|
|
148 |
|
|
|
185 |
|
|
|
848 |
|
|
|
417 |
|
|
Total gross premiums earned |
|
|
69,441 |
|
|
|
69,665 |
|
|
|
303,778 |
|
|
|
267,359 |
|
|
Premiums ceded to reinsurer |
|
|
(110 |
) |
|
|
(101 |
) |
|
|
(450 |
) |
|
|
(372 |
) |
|
Total net premiums earned |
|
$ |
69,331 |
|
|
$ |
69,564 |
|
|
$ |
303,328 |
|
|
$ |
266,987 |
|
COMBINED RATIOS (INSURANCE OPERATIONS)
|
|
|
Three Months Ended |
|
|
Year Ended |
|
||||||||||
|
|
|
December 31, |
|
|
December 31, |
|
||||||||||
|
|
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
||||
|
Loss |
|
|
91.9 |
% |
|
|
84.4 |
% |
|
|
101.9 |
% |
|
|
82.0 |
% |
|
Expense |
|
|
15.7 |
% |
|
|
14.9 |
% |
|
|
14.6 |
% |
|
|
17.8 |
% |
|
Combined |
|
|
107.6 |
% |
|
|
99.3 |
% |
|
|
116.5 |
% |
|
|
99.8 |
% |
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 |
|
||||||||||
|
|
|
December 31, |
|
|
December 31, |
|
||||||||||
|
|
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
||||
|
Retail locations – beginning of period |
|
|
369 |
|
|
|
438 |
|
|
|
440 |
|
|
|
356 |
|
|
Opened |
|
|
— |
|
|
|
3 |
|
|
|
4 |
|
|
|
8 |
|
|
Acquired |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
83 |
|
|
Closed |
|
|
(14 |
) |
|
|
(1 |
) |
|
|
(89 |
) |
|
|
(7 |
) |
|
Retail locations – end of period |
|
|
355 |
|
|
|
440 |
|
|
|
355 |
|
|
|
440 |
|
5
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
Supplemental Data (continued)
(Unaudited)
RETAIL LOCATIONS BY STATE
|
|
|
December 31, |
|
|
September 30, |
|
||||||||||||||
|
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
|
2016 |
|
|
2015 |
|
|||||
|
Alabama |
|
|
23 |
|
|
|
24 |
|
|
|
24 |
|
|
|
23 |
|
|
|
24 |
|
|
Arizona |
|
|
10 |
|
|
|
10 |
|
|
|
— |
|
|
|
10 |
|
|
|
10 |
|
|
California |
|
|
47 |
|
|
|
48 |
|
|
|
— |
|
|
|
47 |
|
|
|
48 |
|
|
Florida |
|
|
34 |
|
|
|
39 |
|
|
|
31 |
|
|
|
34 |
|
|
|
39 |
|
|
Georgia |
|
|
50 |
|
|
|
60 |
|
|
|
60 |
|
|
|
53 |
|
|
|
60 |
|
|
Illinois |
|
|
39 |
|
|
|
61 |
|
|
|
60 |
|
|
|
39 |
|
|
|
58 |
|
|
Indiana |
|
|
16 |
|
|
|
17 |
|
|
|
17 |
|
|
|
16 |
|
|
|
17 |
|
|
Mississippi |
|
|
6 |
|
|
|
7 |
|
|
|
7 |
|
|
|
6 |
|
|
|
7 |
|
|
Missouri |
|
|
— |
|
|
|
9 |
|
|
|
10 |
|
|
|
6 |
|
|
|
9 |
|
|
Nevada |
|
|
4 |
|
|
|
4 |
|
|
|
— |
|
|
|
4 |
|
|
|
5 |
|
|
New Mexico |
|
|
5 |
|
|
|
5 |
|
|
|
— |
|
|
|
5 |
|
|
|
4 |
|
|
Ohio |
|
|
27 |
|
|
|
27 |
|
|
|
27 |
|
|
|
27 |
|
|
|
27 |
|
|
Pennsylvania |
|
|
11 |
|
|
|
14 |
|
|
|
15 |
|
|
|
11 |
|
|
|
14 |
|
|
South Carolina |
|
|
15 |
|
|
|
24 |
|
|
|
25 |
|
|
|
20 |
|
|
|
25 |
|
|
Tennessee |
|
|
23 |
|
|
|
23 |
|
|
|
22 |
|
|
|
23 |
|
|
|
23 |
|
|
Texas |
|
|
45 |
|
|
|
68 |
|
|
|
58 |
|
|
|
45 |
|
|
|
68 |
|
|
Total |
|
|
355 |
|
|
|
440 |
|
|
|
356 |
|
|
|
369 |
|
|
|
438 |
|
SOURCE: First Acceptance Corporation
INVESTOR RELATIONS CONTACT:
Michael J. Bodayle
615.844.2885
6