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 9, 2017
FIRST ACCEPTANCE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-12117 |
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75-1328153 |
(State or Other Jurisdiction |
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(Commission |
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(I.R.S. Employer |
3813 Green Hills Village Drive Nashville, Tennessee |
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37215 |
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On May 9, 2017, First Acceptance Corporation issued a press release announcing its results of operations for the quarter ended March 31, 2017. 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. |
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Description |
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99 |
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Press release dated May 9, 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: May 9, 2017 |
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INDEX TO EXHIBITS
Exhibit No. |
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Description |
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99 |
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Press release dated May 9, 2017 |
Exhibit 99
First Acceptance Corporation Reports Operating Results for the Three Months Ended March 31, 2017
NASHVILLE, TN, May 9, 2017 – First Acceptance Corporation (NYSE: FAC) today reported its financial results for the three months ended March 31, 2017.
Operating Results
Revenues for the three months ended March 31, 2017 decreased 9% to $88.1 million from $96.9 million in the same period in the prior year.
Income before income taxes, for the three months ended March 31, 2017 was $1.6 million, compared with a loss before income taxes of $8.4 million for the three months ended March 31, 2016. Net income for the three months ended March 31, 2017 was $0.7 million, compared with a net loss of $5.5 million for the three months ended March 31, 2016.
Basic and diluted net income per share were $0.02 for the three months ended March 31, 2017, compared with a basic and diluted net loss per share of $0.13 for the same period in the prior year.
For the three months ended March 31, 2017, we recognized $0.5 million of favorable prior period loss and LAE development, and for the three months ended March 31, 2016, we recognized $10.3 million of unfavorable prior period loss and LAE development.
President and Chief Executive Officer, Ken Russell, commented “The Company’s net income for the recent quarter marks what we anticipate will be the start of our return to consistent profitability. We believe that the recent efforts undertaken by our team to improve risk management and the quality and efficiency of our claims handling resulted in the reduced loss ratio behind these positive results. It was encouraging to see our premium production for the pivotal first quarter push through barriers stemming from rate increases, underwriting actions and store closures. I view the results achieved this quarter as confirmation that our focus on maintaining appropriate risk-adjusted premiums is the foundation for attaining our business objectives.”
Mr. Russell further commented “Looking ahead, in addition to a continued focus on the fundamentals of our core non-standard personal automobile insurance business, we have other exciting initiatives underway. An effort has been made to enhance the contribution of our Western Division (formerly Titan) agency stores by offering additional commissionable third party ancillary products to their customers. Likewise, we are expanding the availability of commissionable third party personal non-automobile insurance products (e.g. commercial auto, homeowners and motorcycle) in the legacy retail locations that sell Acceptance auto insurance. Additionally, we are refocusing our traditional marketing efforts with an eye towards an expanded social media presence. Our digital presence continues to broaden and on-line sales are becoming a larger component of our combined distribution channels”
Loss Ratio. The loss ratio was 80.6% for the three months ended March 31, 2017, compared with 96.1% for the three months ended March 31, 2016. We experienced favorable development related to prior periods of $0.5 million for the three months ended March 31, 2017, compared with unfavorable development of $10.3 million for the three months ended March 31, 2016. The favorable development for the three months ended March 31, 2017 was primarily the result of favorable LAE development related to bodily injury claims over multiple prior accident periods, partially offset by some unfavorable development related to bodily injury severity. The unfavorable development for the three months ended March 31, 2016 was the result of an increase in losses across all major coverages and over multiple prior accident periods. The primary causes of the unfavorable development were a sharp increase in bodily injury severity and a greater than usual amount of subsequent payments on previously closed claims.
Excluding the development related to prior periods, the loss ratio for the three months ended March 31, 2017 was 81.4% as compared with 88.2% for the preceding three months ended December 31, 2016. We believe that this improvement in the loss ratio was the result of our aggressive rate and underwriting actions in addition to a moderate reduction in claims frequency.
Revenues. Premiums earned decreased by $6.6 million, or 9%, to $69.8 million for the three months ended March 31, 2017, from $76.4 million for the three months ended March 31, 2016. This decrease was the result of a targeted decline in new policies written to eliminate unprofitable business through store closures, rate increases and the tightening of underwriting standards. These actions resulted in a 21% decrease in our year-over-year policies in force which was partially offset by a 16% year-over-year increase in our average in-force premium that was driven by our recent rate actions.
Commission and fee income decreased by $2.4 million, or 12%, to $17.2 million for the three months ended March 31, 2017, from $19.6 million for the three months ended March 31, 2016. This decrease was primarily the result of a decrease in monthly billing fees as a result of the previously-mentioned decline in the number of policies in force.
1
Expense Ratio. The expense ratio was 16.6% for the three months ended March 31, 2017, compared with 14.3% for the three months ended March 31, 2016. The year-over-year increase in the expense ratio was primarily due to the decrease in premiums earned which resulted in a higher percentage of fixed expenses and the previously-mentioned decline in commission and fee income.
Combined Ratio. Overall, the combined ratio decreased to 97.2% for the three months ended March 31, 2017 from 110.4% for the three months ended March 31, 2016.
Next Release of Financial Results
We currently plan to report our financial results for the three and six months ending June 30, 2017 on August 9, 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 actively generate revenues from selling non-standard personal automobile insurance policies and related products in 16 states. We currently conduct our servicing and underwriting operations in 13 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 or driving record and/or vehicle type.
At March 31, 2017, 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.
This press release contains forward-looking statements. All statements made other than statements of historical fact are forward-looking statements. You can identify these statements from our use of the words “may,” “should,” “could,” “potential,” “continue,” “plan,” “forecast,” “estimate,” “project,” “believe,” “intent,” “anticipate,” “expect,” “target,” “is likely,” “will,” “view,” or the negative of these terms and similar expressions. 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 Comprehensive Income (Loss)
(unaudited)
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Three Months Ended |
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March 31, |
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2017 |
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2016 |
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Revenues: |
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Premiums earned |
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$ |
69,813 |
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$ |
76,407 |
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Commission and fee income |
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17,228 |
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19,581 |
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Investment income |
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1,033 |
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962 |
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Net realized losses on investments, available-for-sale |
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(5 |
) |
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(2 |
) |
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88,069 |
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96,948 |
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Costs and expenses: |
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Losses and loss adjustment expenses |
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56,280 |
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73,419 |
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Insurance operating expenses |
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28,056 |
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29,647 |
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Other operating expenses |
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271 |
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280 |
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Stock-based compensation |
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39 |
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37 |
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Depreciation |
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546 |
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651 |
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Amortization of identifiable intangibles assets |
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203 |
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238 |
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Interest expense |
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1,098 |
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1,050 |
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86,493 |
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105,322 |
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Income (loss) before income taxes |
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1,576 |
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(8,374 |
) |
Provision (benefit) for income taxes |
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846 |
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(2,869 |
) |
Net income (loss) |
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$ |
730 |
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$ |
(5,505 |
) |
Net income (loss) per share: |
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Basic |
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$ |
0.02 |
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$ |
(0.13 |
) |
Diluted |
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$ |
0.02 |
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$ |
(0.13 |
) |
Number of shares used to calculate net income (loss) per share: |
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Basic |
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41,160 |
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41,060 |
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Diluted |
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41,181 |
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41,060 |
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Reconciliation of net income (loss) to other comprehensive income (loss): |
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Net income (loss) |
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$ |
730 |
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$ |
(5,505 |
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Net unrealized change in investments, net of tax of $236 and $911, respectively |
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438 |
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1,691 |
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Comprehensive income (loss) |
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$ |
1,168 |
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$ |
(3,814 |
) |
3
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except per share data)
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March 31, |
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December 31, |
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2017 |
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2016 |
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(Unaudited) |
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ASSETS |
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Investments, available-for-sale at fair value (amortized cost of $117,619 and $117,902, respectively) |
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$ |
117,431 |
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$ |
117,212 |
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Cash, cash equivalents, and restricted cash |
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120,496 |
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118,681 |
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Premiums, fees, and commissions receivable, net of allowance of $309 and $279, respectively |
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90,251 |
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66,393 |
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Deferred tax assets, net |
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34,761 |
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35,641 |
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Other investments |
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10,140 |
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9,994 |
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Other assets |
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5,944 |
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6,078 |
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Property and equipment, net |
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3,789 |
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4,213 |
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Deferred acquisition costs |
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5,869 |
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4,852 |
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Goodwill |
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29,384 |
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29,384 |
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Identifiable intangible assets, net |
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7,433 |
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7,626 |
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TOTAL ASSETS |
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$ |
425,498 |
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$ |
400,074 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Loss and loss adjustment expense reserves |
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$ |
156,410 |
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$ |
161,079 |
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Unearned premiums and fees |
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106,877 |
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78,861 |
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Debentures payable |
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40,313 |
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40,302 |
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Term loan from principal stockholder |
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29,786 |
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29,779 |
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Accrued expenses |
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5,566 |
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7,089 |
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Other liabilities |
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12,851 |
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10,476 |
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Total liabilities |
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351,803 |
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327,586 |
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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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— |
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Common stock, $.01 par value, 75,000 shares authorized; 41,160 issued and outstanding |
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412 |
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412 |
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Additional paid-in capital |
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457,789 |
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457,750 |
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Accumulated other comprehensive income, net of tax of $(873) and $(1,110), respectively |
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1,754 |
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1,316 |
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Accumulated deficit |
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(386,260 |
) |
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(386,990 |
) |
Total stockholders’ equity |
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73,695 |
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72,488 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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$ |
425,498 |
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$ |
400,074 |
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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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March 31, |
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2017 |
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2016 |
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Gross premiums earned: |
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Georgia |
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$ |
16,261 |
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$ |
15,057 |
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Florida |
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10,251 |
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11,609 |
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Texas |
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8,544 |
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10,617 |
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Alabama |
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7,454 |
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6,764 |
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Ohio |
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7,305 |
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7,596 |
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South Carolina |
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4,950 |
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6,594 |
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Tennessee |
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4,748 |
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4,881 |
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Illinois |
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4,207 |
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5,740 |
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Indiana |
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2,318 |
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2,277 |
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Pennsylvania |
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2,251 |
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2,418 |
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Mississippi |
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963 |
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|
995 |
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California |
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314 |
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— |
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Missouri |
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242 |
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1,753 |
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Virginia |
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110 |
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|
214 |
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Total gross premiums earned |
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69,918 |
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76,515 |
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Premiums ceded to reinsurer |
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(105 |
) |
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(108 |
) |
Total net premiums earned |
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$ |
69,813 |
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$ |
76,407 |
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COMBINED RATIOS (INSURANCE OPERATIONS)
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Three Months Ended |
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March 31, |
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2017 |
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2016 |
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Loss |
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80.6 |
% |
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96.1 |
% |
Expense |
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16.6 |
% |
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14.3 |
% |
Combined |
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97.2 |
% |
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110.4 |
% |
NUMBER OF RETAIL LOCATIONS
Retail location counts are based upon the date that a location commenced or ceased writing business.
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Three Months Ended |
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March 31, |
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2017 |
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2016 |
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Retail locations – beginning of period |
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355 |
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440 |
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Opened |
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— |
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2 |
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Closed |
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— |
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(28 |
) |
Retail locations – end of period |
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355 |
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|
414 |
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5
FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES
Supplemental Data (continued)
(Unaudited)
RETAIL LOCATIONS BY STATE
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March 31, |
|
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December 31, |
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2017 |
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2016 |
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2016 |
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2015 |
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Alabama |
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23 |
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|
|
24 |
|
|
|
23 |
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|
|
24 |
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Arizona |
|
|
10 |
|
|
|
10 |
|
|
|
10 |
|
|
|
10 |
|
California |
|
|
47 |
|
|
|
48 |
|
|
|
47 |
|
|
|
48 |
|
Florida |
|
|
34 |
|
|
|
39 |
|
|
|
34 |
|
|
|
39 |
|
Georgia |
|
|
50 |
|
|
|
60 |
|
|
|
50 |
|
|
|
60 |
|
Illinois |
|
|
39 |
|
|
|
39 |
|
|
|
39 |
|
|
|
61 |
|
Indiana |
|
|
16 |
|
|
|
17 |
|
|
|
16 |
|
|
|
17 |
|
Mississippi |
|
|
6 |
|
|
|
7 |
|
|
|
6 |
|
|
|
7 |
|
Missouri |
|
|
— |
|
|
|
9 |
|
|
|
— |
|
|
|
9 |
|
Nevada |
|
|
4 |
|
|
|
4 |
|
|
|
4 |
|
|
|
4 |
|
New Mexico |
|
|
5 |
|
|
|
5 |
|
|
|
5 |
|
|
|
5 |
|
Ohio |
|
|
27 |
|
|
|
27 |
|
|
|
27 |
|
|
|
27 |
|
Pennsylvania |
|
|
11 |
|
|
|
14 |
|
|
|
11 |
|
|
|
14 |
|
South Carolina |
|
|
15 |
|
|
|
23 |
|
|
|
15 |
|
|
|
24 |
|
Tennessee |
|
|
23 |
|
|
|
23 |
|
|
|
23 |
|
|
|
23 |
|
Texas |
|
|
45 |
|
|
|
65 |
|
|
|
45 |
|
|
|
68 |
|
Total |
|
|
355 |
|
|
|
414 |
|
|
|
355 |
|
|
|
440 |
|
SOURCE: First Acceptance Corporation
INVESTOR RELATIONS CONTACT:
Michael J. Bodayle
615.844.2885
6