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8-K - 8-K - FIRST ACCEPTANCE CORP /DE/fac-8k_20151111.htm

Exhibit 99

First Acceptance Corporation Reports Operating Results for the Three and Nine Month Periods Ended September 30, 2015

NASHVILLE, TN, November 10, 2015 – First Acceptance Corporation (NYSE: FAC) today reported its financial results for the three and nine month periods ended September 30, 2015.

Operating Results

Revenues for the three months ended September 30, 2015 increased 34% to $87.6 million from $65.6 million in the same period in the prior year. Revenues for the nine months ended September 30, 2015 increased 25% to $243.4 million from $195.3 million in the same period in the prior year.  

Loss before income taxes for the three months ended September 30, 2015 was $4.5 million, compared with income before income taxes of $2.4 million for the three months ended September 30, 2014. Net loss for the three months ended September 30, 2015 was $3.0 million, compared with net income of $2.1 million for the three months ended September 30, 2014. Basic and diluted net loss per share were $0.07 for the three months ended September 30, 2015, compared with basic and diluted net income per share of $0.05 for the same period in the prior year.

Excluding litigation settlement costs of $3.4 million and acquisition and integration costs (see “Titan Acquisition”) of $0.7 million, for the three months ended September 30, 2015, loss before income taxes was $0.4 million or $0.01 per basic and diluted share.

Loss before income taxes for nine months ended September 30, 2015 was $3.0 million, compared with income before income taxes of $6.6 million for the nine months ended September 30, 2014. Net loss for the nine months ended September 30, 2015 was $2.2 million, compared with net income of $6.1 million for the nine months ended September 30, 2014. Basic and diluted net loss per share were $0.05 for the nine months ended September 30, 2015, compared with basic and diluted net income per share of $0.15 for the same period in the prior year.

Excluding litigation settlement costs of $3.6 million and Titan acquisition and integration costs of $1.0 million, for the nine months ended September 30, 2015, income before income taxes was $1.6 million or $0.04 per basic and diluted share.

Joe Borbely, President and CEO, commented “During the quarter, our sustained revenue growth and positive results from the newly-acquired Titan operations were unfortunately overshadowed by elevated claims frequency, adverse loss development and a litigation settlement. However, this potentially-lengthy litigation is now behind us and 83 former Titan stores are integrating successfully.  I also believe that our loss ratio will soon begin to fully reflect the impact of our recent rate actions which will complement our 18.9% expense ratio.”

Premiums, Commissions and Fee Income. Premiums earned increased by $13.1 million, or 24%, to $67.5 million for the three months ended September 30, 2015, from $54.4 million for the three months ended September 30, 2014. For the nine months ended September 30, 2015 premiums earned increased by $35.4 million, or 22%, to $197.4 million from $162.0 million for the nine months ended September 30, 2014. This improvement was primarily due to an increase in the average policy life which resulted in an increase in PIF from 161,330 at September 30, 2014 to 184,524 at September 30, 2015, in addition to higher average premiums.

Commission and fee income increased by $8.9 million, or 88%, to $19.0 million for the three months ended September 30, 2015, from $10.1 million for the three months ended September 30, 2014. For the nine months ended September 30, 2015, commission and fee income increased by $13.0 million, or 44%, to $42.3 million from $29.3 million for the nine months ended September 30, 2014. Revenue from the former Titan retail locations acquired on July 1, 2015 accounted for $6.9 million of these increases. 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 and the increase in PIF noted above.  

Loss Ratio. The loss ratio was 85.0% for the three months ended September 30, 2015, compared with 76.2% for the three months ended September 30, 2014. The loss ratio was 81.2% for the nine months ended September 30, 2015, compared with 73.7% for the nine months ended September 30, 2014. We experienced unfavorable development related to prior periods of $2.2 million for the three months ended September 30, 2015, compared with favorable development of $0.4 million for the three months ended September 30, 2014. For the nine months ended September 30, 2015, we experienced unfavorable development related to prior periods of $0.6 million, compared with favorable development of $4.5 million for the nine months ended September 30, 2014. The unfavorable development for the three and nine months ended September 30, 2015 was largely the result of an increase in bodily injury loss adjustment expenses (primarily outside legal costs) driven by the overall increase in claim frequency.  

 


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Excluding the development related to prior periods for the three months ended September 30, 2015 and 2014, the loss ratios were 81.8% and 77.0%, respectively. Excluding the development related to prior periods for the nine months ended September 30, 2015 and 2014, the loss ratios were 80.9% and 76.4%, respectively. The year-over-year increase in the loss ratio was primarily due to higher than expected claim frequency and severity across multiple coverages principally in property damage liability and collision claims. 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 has been a contributing factor to an industry-wide increase in frequency. In response, we have continued to implement aggressive rate and underwriting actions as warranted at a state and coverage level.

Expense Ratio. The expense ratio was 16.3% for the three months ended September 30, 2015, compared with 20.2% for the three months ended September 30, 2014. The expense ratio was 18.9% for the nine months ended September 30, 2015, compared with 23.4% for the nine months ended September 30, 2014. 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 salaries).

Combined Ratio. The combined ratio increased to 101.3% for the three months ended September 30, 2015 from 96.4% for the three months ended September 30, 2014. For the nine months ended September 30, 2015, the combined ratio increased to 100.1% from 97.1% for the nine months ended September 30, 2014.

Titan Acquisition

Effective July 1, 2015, we acquired certain assets of Titan Insurance Services, Inc. and Titan Auto Insurance of New Mexico, Inc. (the “Titan Agencies”). These agencies sell private passenger non-standard automobile insurance through 83 retail stores, principally in California (48), but also in Texas (12), Arizona (10), Florida (4), Nevada (4) and New Mexico (5). Approximately 240 employees accepted offers of employment with us as a part of this acquisition. The Titan Agencies were previously owned and operated by Nationwide. The stores are in the process of being rebranded under our Acceptance Insurance name and completion is expected by the end of this year.

These new Acceptance stores have continued to write policies for both Nationwide and other unrelated insurance companies. Going forward, we plan to develop our own products for California, Arizona, Nevada and New Mexico, and introduce our current Texas and Florida products into stores in those states. One of our insurance companies has applied for an insurance company license in California and is already licensed in the three other states where it does not currently write business.

We anticipate introducing our own products in the states in which we currently have an insurance company license in early 2016. However, a California product is not expected to be available until later in 2016, subject to the approval of our California insurance company license application by the California Department of Insurance. Therefore, it is anticipated that for the remainder of the year, the Titan acquisition will operate primarily as an insurance agency operation for which our revenues will be in the form of commission and fee income.

Revenues and income before income taxes of the acquired retail locations included in our results for the three months ended September 30, 2015 were $6.9 million and $0.4 million (excluding acquisition and integration-related costs), respectively.

Next Release of Financial Results

 

We currently plan to report our financial results for the three months and year ending December 31, 2015 on March 15, 2016.

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 13 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. In most instances, these individuals are seeking to obtain the minimum amount of automobile insurance required by law.

 


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At November 10, 2015, we leased and operated 438 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, 2014 and in our other filings with the Securities and Exchange Commission. Actual operations and results may differ materially from the results discussed in the forward-looking statements. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

 

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FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income

(unaudited)

(in thousands, except per share data)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums earned

 

$

67,508

 

 

$

54,369

 

 

$

197,423

 

 

$

161,971

 

Commission and fee income

 

 

18,974

 

 

 

10,097

 

 

 

42,252

 

 

 

29,323

 

Investment income

 

 

1,144

 

 

 

1,142

 

 

 

3,695

 

 

 

3,936

 

Net realized gains (losses) on investments, available-for-sale

 

 

(6

)

 

 

(4

)

 

 

(13

)

 

 

36

 

 

 

 

87,620

 

 

 

65,604

 

 

 

243,357

 

 

 

195,266

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

 

57,367

 

 

 

41,440

 

 

 

160,304

 

 

 

119,323

 

Insurance operating expenses

 

 

29,309

 

 

 

20,624

 

 

 

78,039

 

 

 

65,739

 

Other operating expenses

 

 

295

 

 

 

244

 

 

 

881

 

 

 

722

 

Litigation settlement

 

 

3,406

 

 

 

30

 

 

 

3,645

 

 

 

106

 

Stock-based compensation

 

 

37

 

 

 

39

 

 

 

109

 

 

 

151

 

Depreciation

 

 

424

 

 

 

423

 

 

 

1,224

 

 

 

1,303

 

Amortization of identifiable intangibles assets

 

 

254

 

 

 

-

 

 

 

261

 

 

 

-

 

Interest expense

 

 

1,052

 

 

 

427

 

 

 

1,924

 

 

 

1,275

 

 

 

 

92,144

 

 

 

63,227

 

 

 

246,387

 

 

 

188,619

 

Income (loss) before income taxes

 

 

(4,524

)

 

 

2,377

 

 

 

(3,030

)

 

 

6,647

 

Provision (benefit) for income taxes

 

 

(1,506

)

 

 

257

 

 

 

(813

)

 

 

547

 

Net income (loss)

 

$

(3,018

)

 

$

2,120

 

 

$

(2,217

)

 

$

6,100

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.07

)

 

$

0.05

 

 

$

(0.05

)

 

$

0.15

 

Diluted

 

$

(0.07

)

 

$

0.05

 

 

$

(0.05

)

 

$

0.15

 

Number of shares used to calculate net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

41,041

 

 

 

40,995

 

 

 

41,026

 

 

 

40,981

 

Diluted

 

 

41,041

 

 

 

41,297

 

 

 

41,026

 

 

 

41,285

 

 

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FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except per share data)

 

 

 

September 30,

 

 

December 31,

 

 

 

2015

 

 

2014

 

 

 

(Unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Investments, available-for-sale at fair value (amortized cost of $131,614 and $119,119,

   respectively)

 

$

135,745

 

 

$

125,085

 

Cash and cash equivalents

 

 

107,207

 

 

 

102,429

 

Premiums, fees, and commissions receivable, net of allowance of $461 and $392

 

 

74,458

 

 

 

56,486

 

Deferred tax assets, net

 

 

18,241

 

 

 

16,521

 

Other investments

 

 

12,087

 

 

 

10,530

 

Other assets

 

 

7,530

 

 

 

5,962

 

Property and equipment, net

 

 

3,875

 

 

 

3,173

 

Deferred acquisition costs

 

 

5,428

 

 

 

3,459

 

Goodwill

 

 

30,200

 

 

 

-

 

Identifiable intangible assets, net

 

 

8,745

 

 

 

4,800

 

TOTAL ASSETS

 

$

403,516

 

 

$

328,445

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Loss and loss adjustment expense reserves

 

$

115,009

 

 

$

96,613

 

Unearned premiums and fees

 

 

86,877

 

 

 

67,942

 

Debentures payable

 

 

40,245

 

 

 

40,211

 

Term loan from principal stockholder

 

 

29,747

 

 

 

-

 

Accrued expenses

 

 

11,661

 

 

 

3,262

 

Other liabilities

 

 

16,207

 

 

 

13,453

 

Total liabilities

 

 

299,746

 

 

 

221,481

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Preferred stock, $.01 par value, 10,000 shares authorized

 

 

-

 

 

 

-

 

Common stock, $.01 par value, 75,000 shares authorized; 41,041 and 41,016 issued and

   outstanding, respectively

 

 

411

 

 

 

410

 

Additional paid-in capital

 

 

457,395

 

 

 

457,242

 

Accumulated other comprehensive income, net of tax of $314 and $923, respectively

 

 

3,959

 

 

 

5,090

 

Accumulated deficit

 

 

(357,995

)

 

 

(355,778

)

     Total stockholders’ equity

 

 

103,770

 

 

 

106,964

 

     TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

403,516

 

 

$

328,445

 

 

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FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES

Supplemental Data

(Unaudited)

PREMIUMS EARNED BY STATE  

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Gross premiums earned:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Georgia

 

$

13,079

 

 

$

10,284

 

 

$

37,619

 

 

$

30,186

 

Florida

 

 

10,231

 

 

 

8,363

 

 

 

30,639

 

 

 

24,982

 

Texas

 

 

8,990

 

 

 

6,998

 

 

 

26,365

 

 

 

20,636

 

Ohio

 

 

6,688

 

 

 

5,605

 

 

 

19,814

 

 

 

16,511

 

Alabama

 

 

6,238

 

 

 

5,437

 

 

 

18,333

 

 

 

16,294

 

Illinois

 

 

6,030

 

 

 

5,205

 

 

 

18,213

 

 

 

15,026

 

South Carolina

 

 

5,115

 

 

 

4,042

 

 

 

14,691

 

 

 

12,284

 

Tennessee

 

 

4,486

 

 

 

3,131

 

 

 

12,141

 

 

 

9,526

 

Pennsylvania

 

 

2,303

 

 

 

1,861

 

 

 

6,923

 

 

 

6,265

 

Indiana

 

 

2,003

 

 

 

1,542

 

 

 

5,869

 

 

 

4,535

 

Missouri

 

 

1,451

 

 

 

1,224

 

 

 

4,315

 

 

 

3,637

 

Mississippi

 

 

852

 

 

 

745

 

 

 

2,540

 

 

 

2,285

 

Virginia

 

 

138

 

 

 

 

 

 

232

 

 

 

 

Total gross premiums earned

 

 

67,604

 

 

 

54,437

 

 

 

197,694

 

 

 

162,167

 

Premiums ceded to reinsurer

 

 

(96

)

 

 

(68

)

 

 

(271

)

 

 

(196

)

Total net premiums earned

 

$

67,508

 

 

$

54,369

 

 

$

197,423

 

 

$

161,971

 

COMBINED RATIOS (INSURANCE OPERATIONS)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Loss

 

 

85.0

%

 

 

76.2

%

 

 

81.2

%

 

 

73.7

%

Expense

 

 

16.3

%

 

 

20.2

%

 

 

18.9

%

 

 

23.4

%

Combined

 

 

101.3

%

 

 

96.4

%

 

 

100.1

%

 

 

97.1

%

POLICIES IN FORCE

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Policies in force – beginning of period

 

 

183,829

 

 

 

159,293

 

 

 

163,712

 

 

 

143,077

 

Net change during period

 

 

695

 

 

 

2,037

 

 

 

20,812

 

 

 

18,253

 

Policies in force – end of period

 

 

184,524

 

 

 

161,330

 

 

 

184,524

 

 

 

161,330

 

 

 

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FIRST ACCEPTANCE CORPORATION AND SUBSIDIARIES

Supplemental Data (continued)

(Unaudited)

NUMBER OF RETAIL LOCATIONS

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

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Retail locations – beginning of period

 

 

359

 

 

 

353

 

 

 

356

 

 

 

360

 

Opened

 

 

 

 

 

1

 

 

 

5

 

 

 

 

Acquired

 

 

83

 

 

 

 

 

 

83

 

 

 

 

Closed

 

 

(4

)

 

 

(1

)

 

 

(6

)

 

 

(7

)

Retail locations – end of period

 

 

438

 

 

 

353

 

 

 

438

 

 

 

353

 

RETAIL LOCATIONS BY STATE

 

 

 

September 30,

 

 

June 30,

 

 

December 31,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

2014

 

 

2013

 

Alabama

 

 

24

 

 

 

24

 

 

 

24

 

 

 

24

 

 

 

24

 

 

 

24

 

Arizona

 

 

10

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

California

 

 

48

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Florida

 

 

39

 

 

 

30

 

 

 

35

 

 

 

30

 

 

 

31

 

 

 

30

 

Georgia

 

 

60

 

 

 

60

 

 

 

60

 

 

 

60

 

 

 

60

 

 

 

60

 

Illinois

 

 

58

 

 

 

60

 

 

 

60

 

 

 

60

 

 

 

60

 

 

 

61

 

Indiana

 

 

17

 

 

 

17

 

 

 

17

 

 

 

17

 

 

 

17

 

 

 

17

 

Mississippi

 

 

7

 

 

 

7

 

 

 

7

 

 

 

7

 

 

 

7

 

 

 

7

 

Missouri

 

 

9

 

 

 

10

 

 

 

9

 

 

 

10

 

 

 

10

 

 

 

11

 

New Mexico

 

 

5

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Nevada

 

 

4

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Ohio

 

 

27

 

 

 

27

 

 

 

27

 

 

 

27

 

 

 

27

 

 

 

27

 

Pennsylvania

 

 

14

 

 

 

16

 

 

 

15

 

 

 

16

 

 

 

15

 

 

 

16

 

South Carolina

 

 

25

 

 

 

25

 

 

 

25

 

 

 

25

 

 

 

25

 

 

 

25

 

Tennessee

 

 

23

 

 

 

19

 

 

 

23

 

 

 

19

 

 

 

22

 

 

 

19

 

Texas

 

 

68

 

 

 

58

 

 

 

57

 

 

 

58

 

 

 

58

 

 

 

63

 

Total

 

 

438

 

 

 

353

 

 

 

359

 

 

 

353

 

 

 

356

 

 

 

360

 

 

SOURCE: First Acceptance Corporation

INVESTOR RELATIONS CONTACT:

Michael J. Bodayle

615.844.2885

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